Lease Termination and Advance Payment Agreement (11K)
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LEASE TERMINATION AND ADVANCE PAYMENT AGREEMENT
BY THIS AGREEMENT, dated as of March 23, 2004, GERON CORPORATION, a Delaware
corporation with an office at 230 Constitution Drive, Menlo Park, CA 94025
("Geron"), DAVID D. BOHANNON ORGANIZATION, a California corporation with an
office at 60 Hillsdale Mall, San Mateo, CA 94403-3497 ("DDBO") and BOHANNON
DEVELOPMENT COMPANY, a California corporation with an office at 60 Hillsdale
Mall, San Mateo, CA 94403-3497 ("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 200 Constitution Drive, Menlo Park, California, as amended and extended (the
"200 Lease"), a lease dated March 25, 1996 to the premises at 230 Constitution
Drive, Menlo Park, California, 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 255 Constitution Drive, Menlo Park, California, 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.
{PAGE}
IN WITNESS WHEREOF, the parties hereto have executed this Advance Payment
Agreement as of the date first above written.
GERON CORPORATION
/s/ David L. Greenwood
-------------------------
By: David L. Greenwood
Executive Vice President and
Chief Financial Officer
DAVID D. BOHANNON ORGANIZATION
/s/ Robert L. Webster
------------------------
By:
Title: Chairman
BOHANNON DEVELOPMENT COMPANY
/s/ Robert L. Webster
------------------------
By: Robert L. Webster
Title: President and CEO
{PAGE}
EXHIBIT A
Lease Termination Agreement
AGREEMENT
THIS AGREEMENT is made this ____ day of ____________, 2004, by and
between BOHANNON 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 IPRINT.COM. Inc., as tenant entered into a lease
("Lease") dated March 7, 2000, for certain demised premises located at 255
Constitution Drive, Menlo Park, California, 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
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