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EX-10.11
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d175698dex1011.htm
EX-10.11
Exhibit 10.11
INDUSTRIAL LEASE - MULTI-TENANT
by and between
TERRENO
PARK UNION CITY LLC
"LANDLORD"
and
TENAYA
THERAPEUTICS, INC.
"TENANT"
Dated: February 12, 2021
TERRENO REALTY CORPORATION
INDUSTRIAL LEASE
1. Basic
Provisions ("Basic Provisions").
1.1 Parties: This Lease ("Lease") dated February 12, 2021, is made
by and between Terreno Park Union City LLC, a Delaware limited liability company ("Landlord") and Tenaya Therapeutics, Inc., a Delaware corporation ("Tenant") (collectively, the "Parties" or individually, a
"Party").
1.2 Premises The premises ("Premises"), which are the subject of this Lease, are commonly known as
33498 Central Avenue, Union City, CA 94587 and are located in the industrial center known as Central Pacific Business Park ("Industrial Center"). The Premises are:
Approximately 94,046 rentable square feet of space as depicted on Exhibit A. This space is a part of the building ("Building") which is also
identified on Exhibit A.
If the Premises are all of the Building, there shall, for purposes of this Lease, be no distinction between the words
"Premises" or "Building." Tenant shall have nonexclusive rights to the Common Areas (as defined in Paragraph 2.2 below) but shall not have any rights to the roof, exterior walls, or utility raceways of the Building
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basis in locations in the Industrial Center determined by Landlord. No overnight truck parking shall be allowed except to the
extent that the Premises include truck loading doors in which event one truck may be parked overnight in front of each loading door. Notwithstanding the foregoing, Tenant shall have the right to park passenger vehicles overnight as required in
connection with its normal operations.
1.3 Term : Ten (10) years and Three (3) months ("Term") commencing on
the later of (i) May 1, 2021, and (ii) the date by which the Premises is delivered to Tenant in the required condition ("Commencement Date") and ending ten (10) years and three (3) months after the Commencement
Date ("Expiration Date"). Notwithstanding the foregoing, Tenant acknowledges and agrees that (i) there is an existing tenant ("Existing Tenant") in the Premises whose lease expires March 31, 2021, (ii) Landlord shall
use commercially reasonable efforts to recover possession of the Premises prior to May 1, 2021, and (iii) if Landlord is unable to recover possession of the Premises prior to May 1, 2021, as set forth above, and deliver the Premises
to Tenant in the required condition, the Commencement Date shall be the date on which the Premises is delivered to Tenant in the required condition.
1.4 Base Rent : $100,629.22 per month plus, if applicable, sales, use or rental tax ("Base Rent"). $125,081.18 plus, if
applicable, sales, use or rental tax, is payable on execution of this Lease for Base Rent for the period which is the fourth (4 th ) month of the Term and Additional Rent (per Paragraph 1.6(b)
below) for the period which is the first (1 st ) month of the Term. On and after the thirteenth (13 th ) month of the Term Base Rent
shall increase as follows:
13 th Month through 24 th Month | - | $ | 103,648.10 |
25 th Month through 36 th Month | - | $ | 106,757.54 |
37 th Month through 48th Month | - | $ | 109,960.27 |
49 th Month through 60 th Month | - | $ | 113,259.08 |
61 st Month through 72 nd Month | - | $ | 116,656.85 |
73 rd Month through 84 th Month | - | $ | 120,156.56 |
85 th Month through 96 th Month | - | $ | 123,761.26 |
97 th Month through 108 th Month | - | $ | 127,474.10 |
109 th Month through 120 th Month | - | $ | 131,298.32 |
121 st Month through 123 rd Month | - | $ | 135,237.27 |
Notwithstanding the foregoing, Base Rent only for the period from May 1, 2021 through and including
July 31, 2021 shall be abated ("Abated Rent") provided if Tenant is in Default under this Lease at any time, the unamortized amount of the Abated Rent shall become immediately due and payable without further notice from Landlord and
pursuant to the Early Possession and Inducement Recapture Addendum to this Lease.
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payment to
Landlord pursuant to the provisions of this Lease. This estimate is made at the inception of the Lease and is subject to adjustment pursuant to the provisions of this Lease:
(a) | Base Rent (Paragraph 4.1) | $ | 100,629.22 |
(b) | Operating Expenses (Paragraph 4.2) | $ | 24,451.96 | Landlord Insurance (Paragraph 8.3) | Real Property Taxes (Paragraph 10) | Estimated Monthly Payment | $ | 125,081.18 |
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1.7 Security Deposit : $3,250,000.00 ("Security Deposit") payable on
execution. Notwithstanding the foregoing, provided Tenant has made all payments of Base Rent and Additional Rent and has not been otherwise in Default under the Lease as of each of the following dates, May 1, 2024, May 1, 2025, May 1,
2026 and May 1, 2027, Landlord shall refund to Tenant $500,000.00 on each occasion. Any remaining portion of the Security Deposit shall be the Security Deposit for the remainder of the Term.
1.8
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involved. Payment of Base Rent and Additional Rent shall be made to Landlord at its address stated herein or to such other persons or at such other addresses as Landlord may from time to time designate in
writing to Tenant. Base Rent and Additional Rent are collectively referred to as "Rent." All monetary obligations of Tenant to Landlord under the terms of this Lease are deemed to be Rent.
4.2 Operating Expenses . Tenant shall pay to Landlord on the first day of each month during the term hereof, in addition to the Base
Rent, Tenant's Share of all Operating Expenses in accordance with the following provisions:
(a) "Operating Expenses" are
all costs incurred by Landlord relating to the ownership and operation of the Industrial Center, Building, and Premises including, but not limited to, the following:
(i) Expenses relating to the operation, repair, maintenance, and replacement of the Common Areas in a neat, clean, good order, and condition,
including parking areas, loading and
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(b) any damage to property or injury to persons arising from any act of God
or war, violence or insurrection including, but not limited to, those caused by earthquakes, hurricanes, storms, drought, floods, acts of terrorism, and/or riots.
9. Damage or Destruction.
9.1
Termination Right . Tenant shall give Landlord immediate written notice of any damage to the Premises. Subject to the provisions of Paragraph 9.2, if the Premises or the Building shall be damaged to such an extent that there is
substantial interference for a period exceeding 270 consecutive days with the conduct by Tenant of its business at the Premises, Tenant, at any time prior to commencement of repair of the Premises and following 10 days written notice to
Landlord, may terminate this Lease effective 30 days after delivery of such notice to Landlord. Such termination shall not excuse the performance by Tenant of those covenants which under the terms hereof survive termination. Rent shall be
abated in proportion to the degree of interference during the period that there is such substantial interference with the conduct of Tenant's business at the Premises. Abatement of rent and Tenant's right of termination
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stored within the
Industrial Center.
11. Utilities. Tenant shall pay directly to any public utility provider or to Landlord, if
Landlord provides such services, for all utilities and services supplied to the Premises, including but not limited to electricity, telephone, security, gas, and cleaning of the Premises, together with any taxes thereon.
12. Assignment and Subletting
12.1
Landlord's Consent Required .
(a) Tenant shall not assign, transfer, mortgage, or otherwise transfer or encumber
(collectively, "assign") or sublet all or any part of Tenant's interest in this Lease or in the Premises without Landlord's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Relevant
criteria in determining reasonability of consent include, but are not limited to, credit history of a proposed assignee or sublessee, references from prior landlords, any change or intensification of use of the Premises or the Common Areas, and any
limitations imposed by the Internal Revenue Code and the Regulations promulgated thereunder
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within such time period shall be deemed Landlord's consent or approval to the request.
Schedule 1
Approved Alterations
ADDENDUM 3
Intentionally Deleted
ADDENDUM 4
Option to Extend Addendum
This Option to Extend Addendum is a part of the Lease dated February 12, 2021, by and between Terreno Park Union City LLC
("Landlord") and Tenaya Therapeutics, Inc. ("Tenant") for the Premises as defined in the Lease.
Landlord
hereby grants to Tenant the option ("Option") to extend the term of the Lease for one (1) five (5) year period from the end of the existing term of the Lease ("Option Period") on the following terms and conditions:
a) Exercise Date: In order to exercise the Option, Tenant must not be in Default of any of its obligations under the Lease and Tenant must
give written notice ("Notice") of such election to Landlord and Landlord must receive the Notice not earlier than 15 months ("Earliest Exercise Date") nor later than 12 months prior to the Expiration Date ("Last Exercise
Date") which are sometimes collectively referred to herein as the "Option Exercise Date." If the Notice is not received, the Option shall automatically expire. Tenant's failure to notify Landlord by the Option Exercise Date will
conclusively be presumed an election by Tenant not to exercise the Option.
Monthly Base Rent. The monthly Base Rent and any increases for
each month of the Option Period shall be the fair market rent