EXHIBIT 10.1
LEASE TERMINATION AND ADVANCE PAYMENT AGREEMENT
BY THIS AGREEMENT, dated as of March 23, 2004, GERON CORPORATION, a Delaware
corporation with an office at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
("Geron"), ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ORGANIZATION, a California corporation with an
office at ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("DDBO") and ▇▇▇▇▇▇▇▇
DEVELOPMENT COMPANY, a California corporation with an office at ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇ ("BDC"), agree as follows:
1. Background. Geron is the tenant and DDBO is the landlord under two real
property leases (the "Leases"): a lease dated January 20, 1993 to the premises
at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as amended and extended (the
"200 Lease"), a lease dated March 25, 1996 to the premises at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as amended and extended (the "230 Lease"). Geron
is the tenant and BDC is the landlord under a lease dated March 7, 2000 to the
premises at ▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as amended (the "255
Lease"). Each of the Leases requires Geron to pay the landlord monthly rent, in
cash. Geron wishes to make advance payments of rent on each of the Leases, using
shares of Geron's common stock.
2. Termination of 255 Lease. Contemporaneously with the execution of this
Agreement, Geron and BDC will execute a lease termination agreement (the
"Termination Agreement") in substantially the form of Exhibit A to this
Agreement. On or before the second business day after the day on which the
Termination Agreement is executed,, Geron will pay in cash the rent for February
and March 2004 as provided in the 255 Lease and issue to BDC or its designee
shares of common stock with a value equal to $394,290 as provided in Section 4
below. Upon such cash payment and issuance of such shares, the parties agree
that Geron will have satisfied all its past, present and future obligations
under the 255 Lease, and the 255 Lease shall be deemed terminated i in
accordance with the terms of the Termination Agreement.
3. Advance Payment of Rent. On or before the second business day after the day
on which this Agreement is executed, Geron will make an advance payment of the
aggregate base rent under the 200 Lease and the 230 Lease for the period from
February 1, 2004 through July 31, 2008 (the "Payment Period") by issuing to DDBO
or its designee shares of Geron's common stock with a value equal to $3,051,950
as provided in Section 4 below. Upon issuance of such shares, the parties agree
that Geron will have fully satisfied its obligations with respect to base rent
under Sections 2.1 and 2.2 of the 200 Lease and Section 2.1 of the 230 Lease for
the Payment Period.
4. Number of Shares; Stock Purchase Agreement. The number of shares to be
transferred to BDC and DDBO pursuant to Sections 2 and 3 above (the "Shares")
will be calculated using the average of the closing prices on the Nasdaq
National Market on the three trading days before the date on which the Shares
are issued, and the Shares will be transferred upon execution of, and on the
terms and conditions of, a Stock Purchase Agreement between Geron and BDC in
substantially the form attached as Exhibit B and a Stock Purchase Agreement
between Geron and DDBO in substantially the form attached as Exhibit C.
5. Leases Unchanged. Except as explicitly stated in this Agreement, the 200
Lease and the 230 Lease are unchanged and in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Advance Payment
Agreement as of the date first above written.
GERON CORPORATION
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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By: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Executive Vice President and
Chief Financial Officer
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ ORGANIZATION
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
By:
Title: Chairman
▇▇▇▇▇▇▇▇ DEVELOPMENT COMPANY
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------
By: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Title: President and CEO
EXHIBIT A
Lease Termination Agreement
AGREEMENT
THIS AGREEMENT is made this ____ day of ____________, 2004, by and
between ▇▇▇▇▇▇▇▇ DEVELOPMENT COMPANY, a California corporation ("Landlord"),
GERON CORPORATION, a Delaware corporation ("Tenant"), and Theme Party
Productions, Ltd., a California corporation ("Sublessee").
RECITALS:
A. Landlord and ▇▇▇▇▇▇.▇▇▇. Inc., as tenant entered into a lease
("Lease") dated March 7, 2000, for certain demised premises located at ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, as more particularly described in
the Lease.
B. Tenant acquired its interest in the Lease pursuant to a First
Amendment to Lease and Assignment and Assumption of Lease (the "First
Amendment") dated December 7, 2001 by and between Landlord, Tenant and IPRINT
Technologies, Inc. The Lease, as amended by the First Amendment, is herein
collectively referred to as the "Lease".
C. Pursuant to a Sublease Agreement dated May 1, 2003 (the
"Sublease") by and between Tenant and Sublessee, Tenant sublet a portion of the
demised premises. Landlord consented to the Sublease pursuant to a Consent of
Master Landlord (the "Consent") dated March 7, 2003, by and between Landlord as
Master Landlord, Tenant as Sublessor and Sublessee.
D. The Lease is scheduled to expire on April 30, 2005. Landlord and
Tenant now desire to arrange for the early termination of the Lease as of March
31, 2004.
E. Landlord and Sublessee desire that the Sublease shall remain in
effect and Sublessee shall attorn to Landlord pursuant to the provisions of the
Consent.
NOW, THEREFORE, in consideration of the foregoing, as an inducement to
Tenant to surrender the Premises and Landlord to accept such surrender, Tenant,
Landlord and Sublessee agree as follows:
1. Tenant will vacate the Premises and surrender possession thereof
to Landlord as of March 31, 2004 (the "Termination Date"), and will leave the
Premises in the condition called for in the Lease.
2. Effective on the Termination Date, the above-referenced Lease
between Landlord and Tenant shall be, and is hereby, deemed automatically
terminated as if the term thereof had expired with the efflux of time.
Thereafter, except as hereinbelow provided, neither party shall have any further
obligations to the other under said Lease, except that nothing herein shall be
construed to relieve Tenant of its obligation to pay all rents and charges due
and owing under the Lease which have accrued up to the Termination Date.
3. In consideration of Landlord's agreeing to the early termination
of the Lease, Tenant agrees to pay to Landlord amounts owing pursuant to the
Lease Termination and Advance Payment Agreement between Landlord and Tenant of
even date herewith.
4. Tenant hereby warrants and represents to Landlord that except for
the Sublease nothing has been done or suffered by Tenant whereby the Lease, the
Premises or the estate of Tenant in and to said Premises or any part thereof,
have been encumbered in any way whatsoever; the Tenant has good right to
surrender the same; and that no one other than Tenant (except for Sublessee) has
acquired through or under Tenant any right, title or interest in and to the
Lease or the term and estate thereby granted or in and to all or any part of the
Premises covered by the Lease including, without limitation, all alterations,
installations, additions, and improvements in and to said Premises except for
the Sublease.
5. This termination shall not release any party hereto from liability
or obligation under the agreement hereby terminated, whether of indemnity or
otherwise, resulting from any acts, omissions or events happening prior to this
termination, or thereafter in case by the terms of said agreement it is provided
that anything shall or may be done after termination thereof; and Tenant
specifically confirms and agrees that its indemnities under the Lease will
remain fully in force with respect to any such acts, omissions or events.
6. Landlord and Sublessee agree that the Sublease shall remain in
effect, subject to the provisions of the Lease, which will remain in effect as
to Sublessee notwithstanding the termination thereof, except for Base Rent and
the computation of Additional Rent which shall be as modified by the Sublessee,
all pursuant to the provisions of Paragraph 7 of the Consent.
7. Sublessee agrees to recognize and attorn to Landlord as the
Landlord under the Sublease and agrees to make all payments due under the terms
of the Sublease accruing from and after April 1, 2004 directly to Landlord.
8. Sublessee and Tenant warrant and represent to Landlord that there
is no default by either party under the Sublease, nor has any event occurred
which with the passage of time would be a default, and that the Sublease is in
full force and effect and has not been amended or modified in any respect.
9. Upon execution of this Agreement, Tenant will remit to Landlord
any and all security deposits under the Sublease and any rent paid by Sublessee
for any period after March 31, 2004.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first hereinabove written.
(Tenant) (Landlord)
GERON CORPORATION, ▇▇▇▇▇▇▇▇ DEVELOPMENT COMPANY,
a Delaware corporation a California corporation
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
---------------------------------- -------------------------------
President
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇.
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Secretary
(Sublessee)
THEME PARTY PRODUCTIONS, LTD.,
a California corporation
By: /s/ ▇▇▇▇ Bank
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President
EXHIBIT B
BDC Stock Purchase Agreement
See EXHIBIT 4.3
EXHIBIT C
DDBO Stock Purchase Agreement
See EXHIBIT 4.2
