AGREEMENT FOR TERMINATION OF LEASE
AND VOLUNTARY SURRENDER OF PREMISES
This Agreement for Termination of Lease and Voluntary Surrender of Premises (this Agreement) is made and entered into as of July 14, 2020, by and between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (Landlord), and ZENO MANAGEMENT, INC., a Delaware corporation (Tenant), doing business as Zentalis Pharmaceuticals, with reference to the following:
A. Pursuant to that certain Lease Agreement dated as of January 14, 2020 (as the same may have been amended, the Lease), Tenant now leases from Landlord certain premises consisting of approximately 36,955 rentable square feet (Premises) in that certain building located at 10578 Science Center Drive, San Diego, California. The Premises are more particularly described in the Lease. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.
B. The Commencement Date of the Lease has not yet occurred and Tenant has not taken possession of any portion of the Premises.
C. Tenant desires to terminate the Lease and Landlord has agreed to terminate the Lease, subject to the terms and conditions set forth below.
D. Capitalized terms used herein without definition shall have the meanings defined for such terms in the Lease.
NOW, THEREFORE, in consideration of the foregoing and of the mutual promises made herein, and for other good and valuable consideration the receipt of which is hereby acknowledged, Landlord and Tenant agree as follows:
1. Termination Date. If the Condition Precedent is satisfied (as defined in Section 6 below), Landlord and Tenant agree, subject to the terms and conditions set forth in this Agreement, the Lease shall terminate on the date the Condition Precedent is satisfied (the Termination Date).
2. Lease Modification Payment. Within 5 business days following Tenants delivery of an executed copy of this Agreement to Landlord, Tenant shall deliver to Landlord funds in the amount of $928,000.00 (the Lease Modification Payment), as consideration for Landlords agreement to enter into this Agreement and accelerate the expiration date of the term of the Lease to the Termination Date.
3. Security Deposit. Landlord and Tenant acknowledge and agree that Landlord is holding a Letter of Credit in the amount of $168,145.25 from Tenant as the Security Deposit under the Lease. Within 10 business days after the Termination Date, Landlord shall return the Letter of Credit to Tenant without reduction.
4. Termination. After the Termination Date, Tenant shall have no further rights of any kind with respect to the Premises. Notwithstanding the foregoing, those provisions of the Lease which, by their terms, survive the termination of the Lease shall survive the surrender of the Premises and termination of the Lease provided for herein.
5. No Further Obligations. Landlord and Tenant each agree that the other is excused as of the Termination Date from any further obligations under the Lease with respect to the Premises, excepting only such obligations under the Lease which are, by their terms, intended to survive termination of the Lease. In addition, nothing herein shall be deemed to limit or terminate any common law or statutory rights Landlord may have with respect to Tenant in connection with violations of any governmental requirements or requirements of applicable law.