EX-10.61 9 vir-ex1061_887.htm EX-10.61 vir-ex1061_887.htm

Exhibit 10.61

SUBLEASE

BETWEEN

DROPBOX, INC.

AND

VIR BIOTECHNOLOGY, INC.

1800 Owens Street,
San Francisco, California

North Tower

8th, 9th, 10th, 11th and 12th Floors

 

 

 


 

 

SUBLEASE

THIS SUBLEASE (“Sublease”) is entered into as of November 4, 2020 (the “Effective Date”), by and between DROPBOX, INC., a Delaware corporation (“Sublandlord”), and VIR BIOTECHNOLOGY, INC., a Delaware corporation (“Subtenant”), with reference to the following facts:

A.Pursuant to that certain Office Lease dated as of October 6, 2017 (the “Original Master Lease”), as the same has been amended by that certain First Amendment to Office Lease dated May 18, 2018 (the “First Amendment”), that certain Second Amendment to Office Lease dated May 25, 2018 (the “Second Amendment”), that certain Third Amendment to Office Lease dated September 19, 2018 (the “Third Amendment”), that certain Fourth Amendment to Office Lease dated November 9, 2018 (the “Fourth Amendment”), that certain Fifth Amendment to Office Lease dated April 25, 2019 (the “Fifth Amendment”) that certain Sixth Amendment to Office Lease dated August 16, 2019 (the “Sixth Amendment”) and that certain Seventh Amendment to Office Lease dated August 25, 2020 (the “Seventh Amendment”, and together with the Original Master Lease, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment and Sixth Amendment, collectively, the “Master Lease”), whereby KR Mission Bay, LLC, a Delaware limited liability company (“Landlord”), as landlord, leases to Sublandlord, as tenant, certain space (the “Master Lease Premises”) consisting of 738,081 rentable square feet (“RSF”) comprising of all of the rentable space (except for certain retail space) in (i) the twelve (12) story building located at 1800 Owens, Sector 1, San Francisco, California (the “North Tower”), (ii) the six (6) story building located at 1800 Owens, Sector 2, San Francisco, California (the “North Building”), (iii) the twelve (12) story building located at 1800 Owens, Sector 3, San Francisco, California (the “South Tower”), and (iv) the six (6) story building located at 1800 Owens, Sector 4, San Francisco, California (the “South Building”, and together with the North Tower, North Building and South Tower, collectively, the “Complex”).  A redacted copy of the Master Lease is attached hereto as Exhibit A.  The City and County of San Francisco is sometimes referred to herein as the “City.”  Capitalized terms used but not otherwise defined herein shall have the meaning given to any such terms in the Master Lease.

B.Subtenant wishes to sublease from Sublandlord, and Sublandlord wishes to sublease to Subtenant, a portion of Master Lease Premises containing 133,896 RSF (said portion of the Master Lease Premises being more particularly identified and described on the floor plans attached hereto as Exhibit B and hereinafter referred to as the “Subleased Premises”), said Subleased Premises being located on the eighth (8th) floor (26,577 RSF) (the “8th Floor Subleased Premises”), the ninth (9th) floor (26,577 RSF) (the “9th Floor Subleased Premises”), the tenth (10th) floor (26,914 RSF) (the “10th Floor Subleased Premises”), the eleventh (11th) floor (26,914 RSF) (the “11th Floor Subleased Premises”) and the twelfth (12th) floor (26,914 RSF) (the “12th Floor Subleased Premises”) of the North Tower.  In addition to the sublease of the Subleased Premises by Subtenant, Subtenant shall have the Right of First Refusal to sublease certain space on the 7th floor of the North Tower, as provided for in Exhibit C attached hereto.

NOW, THEREFORE, in consideration of the foregoing recitals, which by this reference are incorporated herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged by the parties, Sublandlord and Subtenant hereby agree as follows:

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1.Sublease.  Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Subleased Premises for the term, at the rental, and upon all of the terms and conditions set forth herein; provided, however, that Sublandlord and Subtenant acknowledge that, in accordance with the terms of the Master Lease, Landlord must consent to this Sublease (the “Consent”) and the effectiveness of this Sublease is conditioned upon such consent being given by Landlord on or before January 31, 2021, on terms that are acceptable to Sublandlord (the date upon which Sublandlord procures such Consent being the “Consent Date”).

2.Commencement Date; Term of Sublease..  The term of this Sublease (the “Term”) (i) shall commence on the later of the Effective Date and the day following the Consent Date (“Commencement Date”), and (ii) shall end on August 30, 2033 (the “Expiration Date”), unless sooner terminated pursuant to any provision hereof.  Sublandlord shall deliver possession of the Subleased Premises to Subtenant on the Commencement Date.  Upon the determination of the Commencement Date, Sublandlord and Subtenant will enter into a letter agreement in the form of Exhibit F attached hereto confirming the Commencement Date and the corresponding Rent Commencement Dates for each portion of the Subleased Premises (see Section 3(a) below).  During the period between the Commencement Date and the Rent Commencement Date for each portion of the Subleased Premises, Subtenant’s possession and occupancy thereof shall be upon and subject to the terms, conditions and requirements of this Sublease other than Subtenant’s obligation to pay Base Rent and Subtenant’s Percentage Share of Operating Costs with respect to such portion of the Subleased Premises.  From and after the Commencement Date, Subtenant and Subtenant’s representatives shall, in accordance with the terms of the Work Agreement attached hereto as Exhibit E (the “Work Agreement”), have the right to construct the Subtenant Initial Improvements (as defined in the Work Agreement).  Notwithstanding the foregoing, if, as of the date that Sublandlord would otherwise deliver possession of the Subleased Premises to Subtenant as described above, Subtenant has not delivered to Sublandlord (A) the prepaid Base Rent pursuant to the provisions of Section 3(a)(i) below, (B) the Letter of Credit pursuant to the provisions of Section 4 below, and/or (C) evidence of Subtenant’s procurement of all insurance coverage required hereunder, then Sublandlord will have no obligation to deliver possession of the Subleased Premises to Subtenant, but the failure on the part of Sublandlord to so deliver possession of the Subleased Premises to Subtenant in such event will not serve to delay the occurrence of the Commencement Date and the commencement of Subtenant’s obligations to pay Rent (defined below) hereunder for the Subleased Premises.

3.Rent.

(a)Base Rent Payments.

(i)Rent Commencement Date.  The Rent Commencement Date with respect to each portion of the Subleased Premises shall be as follows, assuming that the Commencement Date is December 1, 2020:

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[THE CHARTS BELOW ARE SUBJECT TO REVISION PER EXHIBIT F ONCE THE COMMENCEMENT DATE IS DETERMINED.]

 

Portion of Subleased Premises

Rent Commencement Date

8th Floor Subleased Premises

The date that is 60 days following the Commencement Date, estimated to be February 1, 2021

9th Floor Subleased Premises

The date that is 240 days following the Commencement Date, estimated to be August 1, 2021

10th Floor Subleased Premises

The date that is 790 days following Commencement Date, estimated to be December 1, 2022

11th Floor Subleased Premises

The date that is 396 days following the Commencement Date, estimated to be January 1, 2022

12th Floor Subleased Premises

The date that is 396 days following the Commencement Date, estimated to be January 1, 2022

 

(ii)Generally.  Subtenant shall pay to Sublandlord base rent for the Subleased Premises during the Term (“Base Rent”) at the rate per square foot per annum set forth below.  The following schedule sets forth the rent schedule based on the estimated dates, but shall be subject to the determination of the actual Rent Commencement Dates as set forth above based upon the occurrence of the Commencement Date:

 

Period of Term

Rate Per RSF
Per Annum

RSF

Monthly
Base Rent

2/1/21 - 7/31/21

$47.77

26,5771

$105,798.61

8/1/21 - 11/31/21

$47.77

53,1542

$211,597.22

12/1/21 - 12/31/21

$49.20

53,154

$217,945.13

1/1/22 - 11/31/22

$49.20

106,9823

$438,653.84

12/1/22 - 11/31/23

$50.68

133,8964

$565,478.44

12/1/23 - 11/31/24

$52.20

133,896

$582,442.79

12/1/24 - 11/31/25

$53.77

133,896

$599,916.07

12/1/25 - 11/31/26

$55.38

133,896

$617,913.55

12/1/26 - 11/31/27

$57.04

133,896

$636,450.96

12/1/27 - 11/31/28

$58.75

133,896

$655,544.49

12/1/28 - 11/31/29

$60.51

133,896

$675,210.82

12/1/29 - 11/31/30

$62.33

133,896

$695,467.15

12/1/30 - 11/31/31

$64.20

133,896

$716,331.16

12/1/31 - 11/31/32

$66.12

133,896

$737,821.10

12/1/32 - 8/30/33

$68.11

133,896

$759,955.73

 

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RSF based on 8th Floor Subleased Premises.

2 

RSF reflects the addition of the 9th Floor Subleased Premises as of August 1, 2021.

3 

RSF reflects the addition of the 11th and 12th Floor Subleased Premises as of January 1, 2022.

4 

RSF reflects the addition of the 10th Floor Subleased Premises as of December 1, 2022.

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Base Rent shall be paid in advance on the first day of each month of the Term; except that upon Subtenant’s execution and delivery of this Sublease to Sublandlord, Subtenant shall pay to Sublandlord a total of $545,970.90, such amount equaling one month’s rent in advance for each portion of the Subleased Premises to be applied as follows:

(A)$105,798.61 with respect to the 8th Floor Subleased Premises which will be applied to the Base Rent due and payable for the month of February, 2021;

(B)$105,798.61 with respect to the 9th Floor Subleased Premises which will be applied to the Base Rent due and payable for the month of August, 2021;

(C)$113,664.98 with respect to the 10th Floor Subleased Premises which will be applied to the Base Rent due and payable for the month of December, 2022;

(D)$110,354.35 with respect to the 11th Floor Subleased Premises which will be applied to the Base Rent due and payable for the month of December, 2021; and

(E)$110,354.35 with respect to the 12th Floor Subleased Premises which will be applied to the Base Rent due and payable for the month of December, 2021.

If for any reason any Commencement Date or Base Rent Commencement Date for any portion of the Subleased Premises does not begin on the first day of a calendar month or if the Term of this Sublease does not end on the last day of a month, the Base Rent and Additional Rent (hereinafter defined), as applicable, for any such partial month shall be prorated by multiplying the applicable monthly Base Rent and Additional Rent by a fraction, the numerator of which is the number of days of the partial month included in the Term and the denominator of which is the total number of days in the full calendar month.  All Rent shall be payable to Sublandlord by wire transfer in immediately available lawful money of the United States in accordance with the wire instructions attached hereto as Exhibit G or to such person and/or in such manner as Sublandlord may hereafter from time to time specify by notice to Subtenant.

(b)Operating Costs.

(i)Definitions.  For purposes of this Sublease and in addition to the terms defined elsewhere in this Sublease, the following terms shall have the meanings set forth below:

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(A)Additional Rent” shall mean the sums payable pursuant to Section 3(b)(ii) below.

(B)Operating Costs” shall mean Direct Expenses (as defined in the Master Lease) charged by Landlord to Sublandlord pursuant to the Master Lease (inclusive of any so-called “Proposition C” taxes, gross receipts taxes and other taxes provided for in the Master Lease).  Notwithstanding the foregoing, Operating Costs shall not include (i) any fees, taxes or other charges for any service or utility that is separately metered to portions of the Master Premises retained by Sublandlord (“Reserved Premises”) or for which Subtenant is separately charged; (ii) any charges that apply exclusively to any portion of the Reserved Premises; (iii) late fees or penalties assessed against Sublandlord as a result of Sublandlord’s acts or omissions; (iv) charges incurred as a result of excess or additional services specifically requested by Sublandlord for the Reserved Premises or for or including the Sublease Premises without Subtenant’s consent; and (v) any costs for the installation, maintenance or repair of Subtenant’s Supplemental HVAC (as defined in Section 6(g)), which costs shall be payable directly by Subtenant.

(C)Rent” shall mean, collectively, Base Rent, Additional Rent and all other sums payable by Subtenant to Sublandlord under this Sublease, whether or not expressly designated as “rent”, all of which are deemed and designated as rent pursuant to the terms of this Sublease.

(D)Subtenant’s Percentage Share” shall mean the following percentages, as applicable:

(1)100% with respect to Operating Costs allocated by Landlord to: (aa) the Subleased Premises as a whole; (bb) the 8th Floor Subleased Premises; (cc) the 9th Floor Subleased Premises; (dd) the 10th Floor Subleased Premises; (ee) the 11th Floor Subleased Premises; and (ff) the 12th Floor Subleased Premises;

(2)44.74% (133,896RSF/299,255RSF) with respect to Operating Costs allocated by Landlord to the North Tower (provided, however, that such percentage shall be appropriately adjusted in the event of any such allocation of Operating Costs by Landlord prior to the Rent Commencement Date for the 10th Floor Subleased Premises [i.e., the date upon which Subtenant begins paying Additional Rent for the entire Subleased Premises]);

(3)18.14% (133,896RSF/738,081RSF) with respect to Operating Costs allocated by Landlord to the Complex as a whole and not to any particular building; and

(4)Such percentage as is reasonably calculated with respect to Operating Costs allocated by Landlord to portions of the Complex that include

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the Subleased Premises and consist of less than the entire Complex but more than the North Tower

Provided, however, that with respect to the period prior to the Rent Commencement Date for the 10th Floor Subleased Premises (i.e., the date upon which Subtenant begins paying Additional Rent for the entire Subleased Premises) the percentages set forth in clauses (1)(aa), (2) and (3) above shall be appropriately adjusted to account for RSF of the Subleased Premises with respect to which Subtenant is then currently required to pay Additional Rent.

(ii)Payment of Additional Rent.  In addition to the Base Rent payable pursuant to Section 3(a) above, from and after the Rent Commencement Date for each portion of the Subleased Premises and thereafter for each calendar year of the Term, Subtenant shall pay, as Additional Rent, the applicable Subtenant’s Percentage Share of Operating Costs payable by Sublandlord for the then current calendar year or applicable portion thereof.  Sublandlord shall provide Subtenant with written notice of Sublandlord’s estimate of the amount of Additional Rent per month payable pursuant to this Section 3(b)(ii) for each calendar year promptly following the Sublandlord’s receipt of Landlord’s estimate of the Operating Costs payable under the Master Lease.  Thereafter, the Additional Rent payable shall be determined and adjusted in accordance with the provisions set forth below.

(iii)Procedure.  The determination and adjustment of Additional Rent payable hereunder shall be made in accordance with the following procedures:

(A)Delivery of Estimate; Payment.  Upon receipt of a statement from Landlord specifying the estimated Operating Costs to be charged to Sublandlord under the Master Lease  (the “Landlord’s Estimate Statement”) with respect to each calendar year, or as soon after receipt of such statement as practicable, Sublandlord shall give Subtenant written notice (the “Sublandlord’s Estimate Statement”) of Sublandlord’s estimate of Additional Rent payable for the ensuing calendar year, which will be prepared based on the Landlord’s Estimate Statement, together with a copy of the Landlord’s Estimate Statement on which Sublandlord’s Estimate Statement is based.  On or before the first day of each month during each calendar year or applicable portion thereof, Subtenant shall pay to Sublandlord as Additional Rent one-twelfth (1/12th) of such estimated amount (together with, if then payable, the Base Rent due hereunder).

(B)Sublandlord’s Failure to Deliver Sublandlord’s Estimate Statement.  In the event Sublandlord’s Estimate Statement is not given on or before December 31 of the calendar year preceding the calendar year for which Sublandlord’s Estimate Statement would be applicable, then until the calendar month after such notice is delivered by Sublandlord, Subtenant shall continue to pay to Sublandlord monthly, during the ensuing calendar year, estimated payments equal to the amounts payable hereunder during the calendar year just ended.  Upon receipt of any such post-December Sublandlord’s Estimate Statement Subtenant shall (i) commence as of the immediately following calendar month, and continue for the remainder of the calendar year, to pay to Sublandlord monthly such new estimated payments and (ii) if the monthly installment of the new estimate of such Additional Rent is greater than the monthly installment of the estimate for the previous calendar year, pay to Sublandlord within thirty (30) days of the receipt of such notice an amount equal to the difference of such monthly installment multiplied by the number of full and partial calendar months of such year preceding the delivery of such notice.

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(iv)Year End Reconciliation.  Following the receipt by Sublandlord of a final Statement (as defined in the Master Lease) from Landlord with respect to each calendar year (the “Landlord’s Annual Statement”), Sublandlord shall deliver to Subtenant a statement (“Sublandlord’s Annual Statement”) of the adjustment to be made pursuant to Section 3(b) above for the calendar year just ended, together with a copy of any corresponding Landlord’s Annual Statement received by Sublandlord from Landlord.  If on the basis of Sublandlord’s Annual Statement Subtenant owes an amount that is less than the estimated payments actually made by Subtenant for the calendar year just ended, Sublandlord shall credit such excess to the next payments of Rent coming due or, if the term of this Sublease is about to expire, promptly refund such excess to Subtenant.  Under and overpayments of Subtenant’s Operating Expense shall be reconciled pursuant to the third sentence of Section 4.4.1 of the Original Master Lease.

(v)Audit.  If, within sixty (60) days following receipt of both the Landlord’s Annual Statement and Sublandlord’s Annual Statement, Subtenant reasonably believes that an audit is necessary, it shall deliver written notice to Sublandlord (“Audit Notice”) that it desires Sublandlord to exercise its audit right pursuant to Section 4.6 of the Master Lease.  If Sublandlord has not yet initiated an audit for such year pursuant to Section 4.6 of the Master Lease, it shall do so promptly following receipt of the Audit Notice.  Unless Sublandlord has already initiated an audit prior to the receipt of the Audit Notice, Subtenant shall pay for the costs of such audit, subject to the reimbursement rights set forth in Section 4.6 of the Master Lease.  If Sublandlord exercises its audit rights following receipt of an Audit Notice, it shall work with Subtenant in good faith to finalize such audit.  Regardless of who initiates the audit pursuant to Section 4.6 of the Master Lease, any reimbursements shall be shared equitably between Subtenant and Sublandlord.

(vi)Survival.  The expiration or earlier termination of this Sublease shall not affect the obligations of Sublandlord and Subtenant pursuant to Subsection 3(b)(iv), and such obligations shall survive, and remain to be performed after, any expiration or earlier termination of this Sublease.

(c)Costs Attributable to Laboratory Use.  In addition to the payment of Subtenant’s Percentage Share of Operating Costs provided for hereinabove, Subtenant shall be solely responsible for the payment of 100% of any costs (whether or not otherwise included in Operating Costs) attributable to, or incurred or payable by Sublandlord as a consequence of, Subtenant’s use of any portion of the Subleased Premises for the Laboratory Use, as determined by Sublandlord in its reasonable judgement and following the delivery of reasonable documentation supporting said additional costs.  If not otherwise included as a special allocation to Subtenant of any such costs in the Operating Cost payments made by Subtenant, Sublandlord will invoice Subtenant, on a periodic basis, for any such costs, and Subtenant shall pay such costs as additional Rent hereunder within fifteen (15) days following Sublandlord’s delivery of any such invoice to Subtenant.

4.Letter of Credit.

(a)Initial Letter of Credit.  Following execution of this Sublease, Subtenant shall work diligently to deliver to Sublandlord, but in any event within fifteen (15) days following the Effective Date, as collateral for the full performance by Subtenant of all of

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Subtenant’s obligations under this Sublease and for all losses and damages Sublandlord may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including, but not limited to, any post lease termination damages under section 1951.2 of the California Civil Code, an unconditional, irrevocable, transferable standby letter of credit (the “Initial Letter of Credit”) in the form attached hereto as Exhibit H in the amount of $5,708,655.96 (the “Letter of Credit Amount”), issued by a financial institution (the “Issuing Bank”) acceptable to Sublandlord; provided that Sublandlord hereby approves Silicon Valley Bank as an Issuing Bank.  The Letter of Credit shall be “callable” at sight, permit partial draws and multiple presentations and drawings, and be otherwise subject to the International Standby Practices-ISP 98, International Chamber of Commerce Publication #590.  Subtenant shall cause the Letter of Credit to be continuously maintained in effect (whether through a Replacement Letter of Credit (defined below), amendment, renewal or extension) through the date (the “Final Letter of Credit Expiration Date”) that is the later to occur of (i) the date that is sixty (60) days after the scheduled Expiration Date and (ii) the date that is sixty (60) days after Subtenant vacates the Subleased Premises and completes all removal, restoration and repair obligations.

(b)Drawing Under Letter of Credit.  Without prejudice to any other remedy available to Sublandlord under this Sublease or at law, Sublandlord may draw upon the Initial Letter of Credit or any Replacement Letter of Credit on or after the occurrence of either: (i) any Default (as defined in Section 9); (ii) any failure by Subtenant to deliver to Sublandlord a Replacement Letter of Credit as and when required pursuant to this Section 4; (iii) an uncured failure by Subtenant to perform one or more of its obligations under this Sublease and the existence of circumstances in which Sublandlord is enjoined or otherwise prevented by operation of law from delivering a written notice to Subtenant which would be necessary for such failure of performance to constitute a Default, or (iv) the appointment of a receiver to take possession of all or substantially all of the assets of Subtenant, or an assignment of Subtenant for the benefit of creditors, or any action taken or suffered by Subtenant under any insolvency, bankruptcy, reorganization or other debtor relief proceedings, whether now existing or hereafter amended or enacted; provided that in the event of the circumstances described in either of clause (i) or (iii) above, Sublandlord may, at Sublandlord’s sole option, draw upon a portion of the face amount of the Initial Letter of Credit or any Replacement Letter of Credit, as applicable, as required to compensate Sublandlord for damages incurred (with subsequent demands at Sublandlord’s sole election as Sublandlord incurs further damage).  Subtenant will not interfere in any way with payment to Sublandlord of the proceeds of the Letter of Credit, either prior to or following a draw by Sublandlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Subtenant and Sublandlord as to Sublandlord ‘s right to draw upon the Letter of Credit.  No condition or term of this Sublease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner.

(c)Delivery of Replacement Letter of Credit.  Subtenant shall deliver to Sublandlord a new letter of credit (a “Replacement Letter of Credit”) (the Initial Letter of Credit and/or any Replacement Letter of Credit being referred to herein as a “Letter of Credit”) at least thirty (30) days prior to the expiry date of the Initial Letter of Credit or of any Replacement Letter of Credit held by Sublandlord.  Each Replacement Letter of Credit delivered by Subtenant to Sublandlord shall: (i) be issued by a banking institution acceptable to Sublandlord; (ii) be in the same form as the letter of credit attached to this Sublease as Exhibit H; (iii) bear an initial expiry date not earlier than one (1) year from the date when such Replacement Letter of Credit is delivered

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to Sublandlord; (iv) be in an amount not less than the Letter of Credit Amount; and (v) otherwise comply with the provisions of this Section 4.  Upon the delivery to Sublandlord of a Replacement Letter of Credit as described in this Section 4(c), Sublandlord shall return to Subtenant the Initial Letter of Credit or any previous Replacement Letter of Credit then held by Sublandlord.

(d)Proceeds of Draw.  Subtenant acknowledges that (i) the Letter of Credit constitutes a separate and independent contract between Sublandlord and the Issuing Bank, (ii) Subtenant is not a third party beneficiary of such contract, (iii) Subtenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof, and (iv) in the event Subtenant becomes a debtor under any chapter of the U.S. Bankruptcy Code (the “Bankruptcy Code”), neither Subtenant, any trustee, nor Subtenant’s bankruptcy estate shall have any right to restrict or limit Sublandlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Bankruptcy Code or otherwise.  Sublandlord may immediately upon any draw permitted hereunder (and without notice to Subtenant except as may be expressly provided in this Sublease) apply or offset the proceeds of the Letter of Credit: (i) against any Rent payable by Subtenant under this Sublease that is not paid when due following any applicable notice and cure periods; (ii) against all losses and damages that Sublandlord has suffered or that Sublandlord reasonably estimates that it may suffer as a result of Subtenant’s failure to comply with one or more provisions of this Sublease, including any damages arising under section 1951.2 of the California Civil Code following termination of this Sublease, to the extent permitted by this Sublease; (iii) against any costs incurred by Sublandlord permitted to be reimbursed pursuant to this Sublease (including attorneys’ fees); and (iv) against any other amount that Sublandlord may spend or become obligated to spend by reason of Subtenant’s Default for which Sublandlord shall be entitled to seek reimbursement in accordance with this Sublease.  Subtenant (I) agrees that the proceeds of any draw by Sublandlord will not be deemed to be or treated as a “security deposit” under the Security Deposit Laws (defined below), and (II) waives all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws.  The amount of any proceeds of a draw upon the Letter of Credit received by Sublandlord, and not (a) applied against any Rent payable by Subtenant under this Sublease that was not paid when due or (b) used to pay for any losses and/or damages suffered by Sublandlord (or reasonably estimated by Sublandlord that it will suffer) as a result of any breach or Default by Subtenant (the “Unused L-C Proceeds”), shall be paid by Sublandlord to Subtenant (x) upon receipt by Sublandlord of a Replacement Letter of Credit in the full Letter of Credit Amount, which Replacement Letter of Credit shall comply in all respects with the requirements of this Section 4, or (y) within thirty (30) days after the Final Letter of Credit Expiration Date; provided, however, that if prior to the Final Letter of Credit Expiration Date a voluntary petition is filed by Subtenant, or an involuntary petition is filed against Subtenant by any of Subtenant’s creditors, under the Bankruptcy Code, then Sublandlord shall not be obligated to make such payment in the amount of the Unused L-C Proceeds until either all preference issues relating to payments under this Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed.

(e)Sublandlord’s Transfer.  If Sublandlord conveys or transfers its interest in the Subleased Premises and, as a part of such conveyance or transfer, Sublandlord assigns its interest in this Sublease: (i) any Letter of Credit shall be transferred to Sublandlord’s successor; (ii) Sublandlord shall be released and discharged from any further liability to Subtenant with respect to such Letter of Credit; and (iii) any Replacement Letter of Credit thereafter delivered by Subtenant shall state the name of the successor to Sublandlord as the beneficiary of such

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Replacement Letter of Credit and shall contain such modifications in the text of the Replacement Letter of Credit as are required to appropriately reflect the transfer of the interest of Sublandlord in the Subleased Premises.

(f)Additional Covenants of Subtenant.  If, as result of any application or use by Sublandlord of all or any part of the Letter of Credit, the amount of the Letter of Credit plus any cash proceeds previously drawn by Sublandlord and not applied pursuant to this Section 4 shall be less than the Letter of Credit Amount  (subject to any reduction permitted in accordance with Section 4(h) below), Subtenant shall, within fifteen (15) days thereafter, provide Sublandlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement or amended letter of credit in the total Letter of Credit Amount), and any such additional (or replacement or amended) letter of credit shall comply with all of the provisions of this Section 4; if Subtenant fails to timely comply with the foregoing, then notwithstanding anything to the contrary contained in this Sublease, the same shall constitute a Default by Subtenant.  Subtenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Sublandlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

(g)Nature of Letter of Credit.  Sublandlord and Subtenant (i) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any law applicable to security deposits in the commercial context including Section 1950.7 of the California Civil Code (as now existing or hereafter amended or succeeded, “Security Deposit Laws”), (ii) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceed thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (iii) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws.

(h)Reduction in Letter of Credit Amount.  Provided that Subtenant has not previously been in Default prior to the effective date of the reduction request and further provided that Subtenant is not in Default at the time of such request, upon written request by Subtenant given at any time after the first day of the forty-ninth (49th) full calendar month of the Term, the Letter of Credit Amount shall be reduced to $3,805,770.64.  Such reduction in the Letter of Credit Amount shall be accomplished by Subtenant providing Sublandlord with a Replacement Letter of Credit or an amendment to the then-current Letter of Credit in the reduced amount, in either case in form and substance satisfactory to Sublandlord.

5.Use and Occupancy.

(a)Use.  The Subleased Premises shall be used and occupied for general office use.  In addition, subject to the requirements of Landlord in effect from time to time and subject to and in accordance with the provisions of Exhibit I attached hereto, Subtenant may use portions of the Subleased Premises for laboratory research and development purposes (“Laboratory Use”) (provided, however, that with respect to any portion of the 8th Floor Subleased Premises that Subtenant converts from office use to Laboratory Use, Subtenant must remove all Laboratory Use improvements at the end of the Term or earlier termination of this

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Sublease and restore the prior office use tenant improvements in place thereof if required by Landlord).

(b)Compliance with Master Lease.  Subtenant will occupy the Subleased Premises in accordance with the terms of the Master Lease and will not suffer to be done, or omit to do, any act which may result in a violation of or a default under the Master Lease, or render Sublandlord liable for any damage, charge or expense thereunder. Subtenant will indemnify, defend, protect and hold Sublandlord harmless from and against any loss, cost, damage or liability (including attorneys’ fees) of any kind or nature arising out of, by reason of, or resulting from, Subtenant’s failure to perform or observe any of the terms and conditions of the Master Lease or this Sublease.  Any other provision in this Sublease to the contrary notwithstanding, Subtenant shall pay to Sublandlord as Rent hereunder any and all sums which Sublandlord may be required to pay the Landlord arising out of a request by Subtenant for, or the use by Subtenant of, additional or over-standard Building services from Landlord (for example, but not by way of limitation, charges associated with HVAC usage and electrical charges).

(c)Access.  Subject to the terms of the Master Lease and this Sublease, Subtenant and each of its authorized employees and invitees (“Subtenant Parties”) shall have access to the North Lobby, the Parking Facility and the Bicycle Storage Area in common with other occupants of the Complex.  Subtenant shall not have the right to access to or use any other areas within the Complex except as may be designated in writing by Sublandlord from time to time.  Sublandlord shall be the sole determinant of the type and amount of any access control or guard services to be provided to the Complex, if any.

(d)Stairwells.  Subject to Section 5.5 of the Original Master Lease, Subtenant shall be permitted to utilize the stairwells between the floors of the Subleased Premises for the purpose of movement from one floor of the Subleased Premises to another.  Subject to Sublandlord and Landlord’s approval, Subtenant may additionally securitize the stairwells between the floors of the Subleased Premises and make cosmetic alterations, so long as such alterations comply with Applicable Laws and Subtenant receives all necessary Governmental Approvals for such alterations.

(e)Black Box Theatre.  So long as Subtenant is not in Default hereunder, Sublandlord shall use commercially reasonable efforts to make available the auditorium located on the first (1st) floor of the South Building (the “Black Box Theatre”) for Subtenant’s use for special events to be held by Subtenant, with the mutual expectation that Subtenant anticipates that it will want to use the Black Box Theater once per month.  Such use shall be subject to availability, on a first come, first serve basis, and shall be upon and subject to such rules, regulations and limitations as Sublandlord may reasonably establish from time to time for use of the Black Box Theatre (including, without limitation, as to scheduling, catering, hours of use, the provision and cost of janitorial and security services, facility and equipment usage charges, reimbursement of Sublandlord’s costs and expenses reasonably incurred in facilitating such use by Subtenant, and cleaning/security deposits); provided, however, that once Subtenant has properly booked the use of the Black Box Theater for a particular date and time, such booking may not be cancelled without Subtenant’s prior consent; provided, further, that if requested by Subtenant, Sublandlord will provide a schedule of available dates and times for use of the Black Box Theater.  In connection with each use of the Black Box Theatre Subtenant shall enter into Sublandlord’s then-current form of Facility License Agreement for the Black Box Theatre.  Subtenant’s use of

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the Black Box Theatre shall be at Subtenant’s sole risk and Subtenant acknowledges and agrees that Sublandlord shall have no liability whatsoever to Subtenant, its employees and/or visitors for personal injury or property damage or theft relating to or connected with any use of the Black Box Theatre by Subtenant or its employees and/or visitors.  Sublandlord specifically reserves the right to change the location, size, configuration, design, layout and all other aspects of the Black Box Theatre at any time and Subtenant acknowledges and agrees that Sublandlord may from time to time, on a temporary basis, or on a permanent basis, close, close-off or restrict access to the Black Box Theatre.  The right to use the Black Box Theatre may not be assigned or in any other way transferred to any other person or entity.  Subtenant acknowledges that the waiver of claims and indemnification provided in this Sublease apply to the use of the Black Box Theatre by Subtenant and Subtenant Parties.

6.Services.

(a)Landlord’s Obligations.  Subtenant agrees that Sublandlord shall not be required to perform any of the covenants, agreements and/or obligations of Landlord under the Master Lease, and, insofar as any of the covenants, agreements and obligations of Sublandlord hereunder are required to be performed under the Master Lease by Landlord thereunder, Subtenant acknowledges and agrees that Sublandlord shall be entitled to look to Landlord for such performance.  In addition, Sublandlord shall have no obligation to perform any repairs or any other obligation of Landlord under the Master Lease, nor shall any representations or warranties made by Landlord under the Master Lease be deemed to have been made by Sublandlord.  Sublandlord shall not be responsible for any failure or interruption, for any reason whatsoever, of the services or facilities that may be appurtenant to or supplied at the Building by Landlord or otherwise, including, without limitation, heat, air conditioning, ventilation, life-safety, water, electricity, elevator service and cleaning service, if any; and no failure to furnish, or interruption of, any such services or facilities shall give rise to any (i) abatement, diminution or reduction of Subtenant’s obligations under this Sublease, or (ii) liability on the part of Sublandlord.  Notwithstanding the foregoing, Sublandlord shall use good faith efforts, under the circumstances, to secure such performance upon Subtenant’s request to Sublandlord to do so and shall thereafter diligently prosecute such performance on the part of Landlord, provided that in no event will this sentence be construed to require Sublandlord to commence any litigation or similar proceeding against Landlord.

(b)Janitorial Services.  During the Term, Subtenant will be responsible for providing janitorial services to the Subleased Premises at its sole cost and expense, using a janitorial contractor approved by Sublandlord, such approval not to be unreasonably withheld, conditioned or delayed (provided, however, that Sublandlord hereby preapproves AC Janitorial Service and CW Maintenance as janitorial contractors that may be retained by Subtenant).  Subtenant shall determine the scope, level of service and frequency of service that it desires to be provided by such janitorial contractor; provided; however, that such janitorial service shall at least be consistent with the standards of other first-class, institutionally owned office buildings in San Francisco.

(c)Electricity.  Pursuant to the Master Lease, the cost of all electrical consumption in the Master Lease Premises is borne by Sublandlord.  From and after the Commencement Date for each portion of the Subleased Premises and thereafter throughout the Term, Subtenant shall be obligated to pay for the cost of electrical consumption in the applicable

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portion of the Subleased Premises, as reflected by the “Submetering Equipment” installed by Sublandlord for the Subleased Premises and portions thereof.  Sublandlord will invoice Subtenant, on a monthly basis, for the cost of the electrical consumption as shown on such Submetering Equipment, based on any invoice received by Sublandlord from Landlord, and Subtenant shall pay such costs as additional Rent hereunder within fifteen (15) days following Sublandlord’s delivery of any such invoice to Subtenant.  Sublandlord reserves the right at its sole election to (i) reasonably estimate Subtenant’s consumption of electricity in the Subleased Premises or any portion thereof or any equipment serving the Subleased Premises, or (ii) install additional submetering equipment to monitor energy usage in the Subleased Premises or any portion thereof or any equipment serving the Subleased Premises, in which case the cost of such additional submetering equipment shall be borne solely by Subtenant.

(d)Gas.  Pursuant to the Master Lease, Landlord causes gas to be supplied to the Project and the cost thereof is included in Operating Expenses.  Landlord’s approval shall be required if Subtenant desires gas service within the Subleased Premises.  In the event that Landlord approves such request, the cost of installing any equipment and lines necessary for such service shall be at Subtenant’s sole cost and expense, including, without limitation, the cost of installing and maintaining submeters to monitor such gas usage within the Subleased Premises.  Sublandlord will invoice Subtenant periodically for such direct gas use as shown on such submeters (as a direct expense and not part of Operating Costs) and Subtenant shall be paid by Subtenant within fifteen (15) days following Sublandlord’s delivery of any such invoice to Subtenant.

(e)HVAC.  Under the Master Lease, Landlord provides HVAC services for the Master Lease Premises (including the Subleased Premises) for normal comfort for normal office use, assuming an office occupancy density no greater than one (1) person for any 125 RSF of space, from 8:00 A.M. to 6:00 P.M. Monday through Friday (the “Building Hours”), except for Holidays (as defined in the Master Lease). Subtenant shall cooperate fully with Sublandlord and Landlord at all times and abide by all regulations and requirements that Landlord and Sublandlord may reasonably prescribe for the proper functioning and protection of the HVAC System (as defined in the Master Lease).  If Subtenant desires to use HVAC during hours other than Building Hours, Subtenant shall give Sublandlord and Landlord's property management office such prior notice (which shall be via telephone or an on-line system), if any, as Landlord reasonably shall from time to time establish as appropriate, of Subtenant’s desired after-hours use of HVAC, and Subtenant shall endeavor to cause Landlord to supply such HVAC to Subtenant at such hourly cost to Subtenant (which shall be treated as Additional Rent).

(f)Building System.  During the Term, Subtenant, at its sole cost and expense, will be responsible for maintaining and repairing (i) the Building Systems serving the Subleased Premises and located within the Subleased Premises, and (ii) the Building Systems solely serving the Subleased Premises and located outside of the Subleased Premises (including any Supplemental HVAC Equipment (defined below)).  Such maintenance and repair service must be provided by contractors approved by Sublandlord pursuant to separate contracts between Subtenant and such contractors, which contracts must be in form and substance satisfactory to Sublandlord and copies of which must be delivered to Sublandlord promptly following the execution thereof.  Such maintenance will be provided in a manner reasonably commensurate in scope, level of maintenance and frequency of maintenance as, and not less than the scope, level of maintenance and frequency of maintenance than, the maintenance provided by Sublandlord to the

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portions of the Master Lease Premises occupied by Sublandlord and in any event consistent with the operation of a LEED Platinum Building. Notwithstanding the foregoing, Sublandlord warrants that the Subleased Premises, improvements and Building Systems serving the Sublease Premises are in good, clean, safe, and usable condition as of the Commencement Date.  If a material breach of the foregoing representation exists, and Subtenant, within sixty (60) days following the Commencement Date, delivers written notice to Sublandlord setting forth in reasonable detail a description of such material breach, Sublandlord shall, as Subtenant’s sole and exclusive remedy, rectify the same at Sublandlord’s sole cost and expense.

(g)Supplemental HVAC Equipment.  Subject to Landlord and Sublandlord’s prior consent, Subtenant shall have the right to install  supplemental HVAC equipment serving all or any portion of the Subleased Premises (“Supplement HVAC Equipment”).  Any such Supplemental HVAC Equipment shall be installed pursuant to the terms of the Work Agreement and shall be subject to Section 6.4 of the Original Master Lease.  Subtenant shall be solely responsible for the cost of maintaining and repairing such Supplement HVAC Equipment pursuant to Section 6(f) above.  Subject to the Master Lease, Subtenant will have 24/7 use and control of the Supplemental HVAC Equipment at Subtenant’s sole cost and expense, which shall not be subject to the charges set forth in section (e) above.

(h)Security System.  Sublandlord currently has a security system monitoring access to the Master Lease Premises.  Subtenant acknowledges that there are card readers installed throughout the Subleased Premises which are part of Sublandlord’s security system.  Sublandlord shall leave all such card readers in place during the Term, and Subtenant shall not interfere with, adjust or damage any such card readers.  Notwithstanding the foregoing, Subtenant shall have the right to use such existing card readers governing access to the Subleased Premises.  To the fullest extent permitted under applicable law, Subtenant hereby acknowledges that except for making the card key reader system available for Subtenant’s use and except for servicing and maintaining the system, Sublandlord shall not be responsible for providing security services to Subtenant, and that Subtenant shall be solely responsible for providing its own security service for the Subleased Premises, if any.  Sublandlord shall provide such cards for the sole purpose of providing Subtenant with access to the Subleased Premises.  Sublandlord may from time to time adopt systems and procedures for the security and safety of the Building and Complex, its occupants, entry, use and contents.  Subtenant, its agents, employees, contractors, guests and invitees shall comply with Sublandlord’s systems and procedures, including those certain systems and procedures set forth on Exhibit J attached hereto.  Notwithstanding the foregoing, Subtenant shall have the right, at Subtenant’s sole cost and expense, to provide such supplemental security services and to install its own security system and security cameras for the Subleased Premises, provided that Subtenant’s security system is compatible with Sublandlord’s security system and such security system and security cameras shall be considered Subtenant Improvements and subject to the terms of this Sublease; and Sublandlord agrees to reasonably cooperate and confer with Subtenant in connection therewith.  The determination of the extent to which such alternative or supplemental security equipment, systems and procedures are reasonably required shall be made in the sole judgment, and shall be the sole responsibility, of Subtenant.  Subtenant acknowledges that it has neither received nor relied upon any representation or warranty made by or on behalf of Sublandlord with respect to the safety or security of the Subleased Premises or the Complex or any part thereof or the extent or effectiveness of any security measures or procedures now or hereafter provided by Sublandlord, and further acknowledges that Subtenant has made its own independent determinations with respect to all such matters.

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(i)Loading Dock.  Subject to the terms and conditions of Section 6.1.12 of the Original Master Lease, Subtenant shall have the right to use the loading dock in the North Tower; provided, that (i) Subtenant shall schedule Subtenant’s use of such loading dock with Sublandlord at least 24 hours in advance (provided, however, in the event that Subtenant has not given such advance notice, Subtenant’s use of the loading dock shall be subject to the prior use thereof by users who have scheduled such use in advance), and (ii) use of the loading dock is limited to between 6:00 AM and 5:00 PM Monday through Friday (“Loading Dock Hours”), such hours subject to change upon written notice from Sublandlord; provided, however, if Subtenant requests access to the loading dock outside of the Loading Dock Hours, Subtenant shall pay Sublandlord an after-hours charge of $50 per visit for Sublandlord to engage its security personnel in connection with such loading dock access (such after-hours charge subject to adjustment by Sublandlord from time to time).  The foregoing restrictions set forth in subsection (ii) shall not apply to Subtenant’s initial move-in to the Subleased Premises and the loading dock shall be made available for Subtenant’s initial move-in without charge; provided, that Subtenant shall reasonably coordinate such initial move-in with Sublandlord and Landlord.

(j)Mailrooms.  Subtenant shall have no access rights to any of the Sublandlord’s mailrooms located in the Complex.  Subtenant shall have reasonable access rights to the USPS mailroom serving the entire Complex.  Subtenant shall be solely responsible for (i) securing an address with the post office for the Subleased Premises, and (ii) developing and implementing a system to collect mail, packages and other deliveries from the loading dock in the North Tower (such loading dock access shall be subject to Section 6(i) above).

(k)Cabling.  Subject to Section 15 below, Subtenant shall have the right to install within the Subleased Premises, at Subtenant’s sole cost and expense, electronic, fiber, phone and data cabling and related equipment for the exclusive benefit of Subtenant (collectively, “Cable”).  Sublandlord and Landlord may designate specific contractors with respect to oversight, installation, repair, connection to, and removal of any Cable.  All Cable installed by Subtenant shall be marked and coded, in a manner reasonably acceptable to Sublandlord, to identify such facilities as belonging to Subtenant and the point of commencement and termination of such facilities.  Subject to the foregoing and Section 6.1.8 of the Original Master Lease, Sublandlord shall permit Subtenant to utilize the Buildings risers, raceways, shafts and conduit, provided that there is available space in the Buildings risers, raceways, shafts and/or conduit for Sublandlord’s reasonable use, which availability shall be determined by Sublandlord. Sublandlord shall have the right to reroute the planned location of Subtenant’s cabling in such risers, raceways, shafts and conduit, as reasonably determined by Sublandlord.

(l)MicroKitchen.  Subtenant acknowledges that the Subleased Premises will include a “microkitchen”.  Subtenant, at Subtenant’s sole cost and expense, shall be responsible for ensuring that the operation of such microkitchen complies with all Applicable Laws during the Term, including, but not limited to, obtaining any health permits necessary to operate such microkitchen.

(m)Waste Disposal System.  Subtenant acknowledges that Landlord and/or Sublandlord may impose a coordinated waste disposal system for the Complex.  Subtenant shall comply with the rules and regulations set forth by Landlord and/or Sublandlord with respect to such coordinated waste disposal system.

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(n)Tenant Generators.  As described in Section 2 of the Seventh Amendment, the Master Lease Premises (including the Subleased Premises) is served by Tenant Generators.  During the Term, Sublandlord shall operate and maintain the Tenant Generators in accordance with the terms of Section 2 of the Seventh Amendment, and the cost thereof will be deemed to be an Operating Cost and Subtenant will pay to Sublandlord Subtenant’s Percentage Share of such costs in the manner generally provided for in Section 3(b) above.

7.Master Lease and Sublease Terms.

(a)Subject to Master Lease.  This Sublease is and shall be at all times subject and subordinate to the Master Lease.  Subtenant acknowledges that Subtenant has reviewed and is familiar with all of the terms, agreements, covenants and conditions of the Master Lease.  During the Term and for all periods subsequent thereto with respect to obligations which have arisen prior to the termination of this Sublease, Subtenant agrees to perform and comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord under the Master Lease which pertain to the Subleased Premises and/or this Sublease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease document shall control over the Master Lease.

(b)Incorporation of Terms of Master Lease.  The terms, conditions and respective obligations of Sublandlord and Subtenant to each other under this Sublease shall be the terms and conditions of the Master Lease, except for those provisions of the Master Lease which are directly contradicted by this Sublease, in which event the terms of this Sublease shall control over the Master Lease.  Therefore, for the purposes of this Sublease, wherever in the Master Lease the word “Landlord” is used it shall be deemed to mean Sublandlord and wherever in the Master Lease the word “Tenant” is used it shall be deemed to mean Subtenant.   Additionally, wherever in the Master Lease the word “Premises” is used it shall be deemed to mean the Subleased Premises and all references to Tenant’s Share shall be deemed to be references to the Subtenant’s Percentage Share as the same may be applicable to the Sublease Premises only.  Any non-liability, release, indemnity or hold harmless provision in the Master Lease for the benefit of Landlord that is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease.  Any right of Landlord under the Master Lease (i) of access or inspection, (ii) to do work in the Master Lease Premises or in the Building, (iii) in respect of rules and regulations, which is incorporated herein by reference, shall be deemed to inure to the benefit of Sublandlord, Landlord, and any other person intended to be benefited by said provision, for the purpose of incorporation by reference in this Sublease.

(c)Modifications.  For the purposes of incorporation herein, the terms of the Master Lease are subject to the following additional modifications:

(i)Approvals.  In all provisions of the Master Lease (under the terms thereof and without regard to modifications thereof for purposes of incorporation into this Sublease) requiring the approval or consent of Landlord, Subtenant shall be required to obtain the approval or consent of both Sublandlord and Landlord. Sublandlord shall act diligently and use Sublandlord’s commercially reasonable efforts to obtain Landlord’s approval or consent when the same is requested by Subtenant; provided, however, that such efforts by Sublandlord shall be at

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no expense to Sublandlord, and Subtenant shall be solely responsible for any costs or expenses incurred or charged by Landlord in connection with such approval or consent.

(ii)Deliveries.  In all provisions of the Master Lease requiring Tenant to submit, exhibit to, supply or provide Landlord with evidence, certificates or any other matter or thing, Subtenant shall be required to submit, exhibit to, supply or provide, as the case may be, the same to both Landlord and Sublandlord.

(iii)Damage; Condemnation.  Sublandlord shall have no obligation to restore or rebuild any portion of the Subleased Premises after any destruction or taking by eminent domain and any such restoration or repair shall be governed by the terms and provisions of the Master Lease.  Any rights of Subtenant to abatement of Rent shall be conditioned upon Sublandlord’s ability to abate rent for the Subleased Premises under the terms of the Master Lease.

(iv)Insurance.  In all provisions of the Master Lease requiring Tenant to designate Landlord, and any other party specified by Landlord, as additional or named insureds on its insurance policy, Subtenant shall be required to so designate Landlord, Sublandlord and any other parties specified by either Landlord or Sublandlord on its insurance policy. Sublandlord shall have no obligation to maintain the insurance to be maintained by Landlord under the Master Lease.  In addition to the insurance coverages required to be maintained by Subtenant pursuant to the requirements of the Master Lease, Subtenant’s CGL insurance will include a Medical and Biotechnology endorsement (Traveler’s form CG D4 30 02 19 or equivalent) (the “Medical and Biotech Coverage”); provided, however, that Sublandlord reserves the right to require Subtenant to carry such additional Medical and Biotech Coverage as Sublandlord may reasonably require from time to time in the event that there is a material change in the type or extent of Subtenant’s Laboratory Use in the Subleased Premises.

(d)Exclusions.  Notwithstanding the terms of Section 7(b) above, Subtenant shall have no rights or obligations under the following parts, Sections and Exhibits of the Master Lease:

(i)Original Master Lease:  Summary of Basic Lease Information, Section 1.1.1, Article 2, Article 3, Sections 4.2.4 (last paragraph), 4.2.6, 4.4.1, 4.4.2, 4.4.4 and 4.6 (each of section 4.4.2, 4.4.4 and 4.6 superseded by Subsection 3(b)(iv) and (v) above), Section 5.4, Section 6.1.7 (superseded by Section 6(i) above), Sections 6.1.10, 6.1.11, 6.1.12 and 6.1.13, Section 7.1, Section 8.1 (penultimate sentence only), Sections 10.2 and 10.6, Sections 14.2 (provisions regarding deemed consent only) and 14.4.1, Article 16 (superseded by section 16 below), Article 18, Sections 19.1.1, 19.1.2 (superseded by clause (a) of Section 9 below), 19.1.4 (superseded by clause (b) of Section 9 below), 19.5.2 (provided that if Sublandlord is entitled to an abatement of rent payable under the Master Lease pursuant to said Section 19.5.2 as a consequence of an Abatement Event which affects the Subleased Premises, Subtenant will be entitled to a corresponding abatement of Rent payable hereunder) and 19.6, Article 21, Article 22, Sections 23.1, 23.3 (superseded by Section 18 below), 23.5 and 23.7, Section 24.2, Article 28 (superseded by Section 17 below), Sections 29.13, 29.18, 29.21, 29.22, 29.24, 29.40 and 29.42, Article 30, Exhibit B, Exhibit C, Exhibit G, Exhibits I and I-1, Exhibits J and J-1, and Exhibit K.

(ii)First Amendment.  All excluded.  

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(iii)Second Amendment.  All excluded.

(iv)Third Amendment.  None excluded.

(v)Fourth Amendment.  All excluded.

(vi)Fifth Amendment.  All excluded.

(vii)Sixth Amendment.  None excluded.

(viii)Seventh Amendment.  All excluded.

8.Assignment and Subletting.  Subtenant shall not assign this Sublease or further sublet all or any part of the Subleased Premises except subject to and in compliance with all of the terms and conditions of the Master Lease, and Sublandlord (in addition to Landlord) shall have the same rights with respect to assignment and subleasing as Landlord has under the Master Lease.  Subtenant shall pay all fees and costs payable to Landlord pursuant to the Master Lease (not to exceed $2,500) in connection with all of Sublandlord’s reasonable out-of-pocket costs relating to any proposed assignment, sublease or transfer of the Subleased Premises regardless of whether any required consent is granted, and the effectiveness of any such consent shall be conditioned upon Landlord’s and Sublandlord’s receipt of all such fees and costs.  Notwithstanding anything to the contrary in the Master Lease or this Sublease, Subtenant shall not have the right to Transfer (i) to any Transferee that is a competitor of Sublandlord (such list of current competitors is attached hereto as Exhibit K and may be updated from time to time in Sublandlord’s reasonable discretion, but not more than once per year and which list shall not name more than 12 entities at any given time), (ii) to any Transferee that is a news or media organization, or (iii) to any Transferee that is a “vice” company (such as Juul and PAX) as reasonably determined by Sublandlord.  

9.Default.  It shall constitute a “Default” hereunder if Subtenant fails to perform any obligation hereunder (including, without limitation, the obligation to pay Rent), or any obligation under the Master Lease which has been incorporated herein by reference and, in each instance, Subtenant has not remedied such failure (a) in the case of any monetary Default, three (3) business days after delivery of written notice and (b) in the case of any other Default, ten (10) calendar days after delivery of written notice; provided, however, that if the Default is incapable of cure within  ten (10) days, then for so long as Sublandlord has not received notice from Landlord stating that Landlord will treat such Default as a “Default” under the Master Lease, Subtenant shall not be in Default hereunder if Subtenant commences the cure within the ten (10) day period and thereafter diligently prosecutes the cure to completion; however, if at any time Sublandlord receives notice from Landlord that the Default will be treated as a “Default” under the Master Lease, Subtenant’s cure period will immediately be deemed to expire ten (10) days before the date of expiration of Sublandlord’s cure period as set forth in Landlord’s notice of default to Sublandlord.

10.Remedies.  In the event of any Default hereunder by Subtenant, Sublandlord shall have all remedies provided to the “Landlord” in the Master Lease as if a default had occurred thereunder and all other rights and remedies otherwise available at law and in equity.  Sublandlord may resort to its remedies cumulatively or in the alternative.

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11.Right to Cure Defaults.  If Subtenant fails to perform any of its obligations under this Sublease after expiration of applicable grace or cure periods, then Sublandlord may, but shall not be obligated to, perform any such obligations for Subtenant’s account.  All costs and expenses incurred by Sublandlord in performing any such act for the account of Subtenant shall be deemed Rent payable by Subtenant to Sublandlord upon demand, together with interest thereon at the lesser of (a) ten percent (10%) per annum or (b) the maximum rate allowable under law from the date of the expenditure until repaid. If Sublandlord undertakes to perform any of Subtenant’s obligations for the account of Subtenant pursuant hereto, the taking of such action shall not constitute a waiver of any of Sublandlord’s remedies. Subtenant hereby expressly waives its rights under any statute to make repairs at the expense of Sublandlord.

12.Consents and Approvals.  In any instance when Sublandlord’s consent or approval is required under this Sublease, Sublandlord’s refusal to consent to or approve any matter or thing shall be deemed reasonable if, among other matters, such consent or approval is required under the provisions of the Master Lease incorporated herein by reference but has not been obtained from Landlord.  Except as otherwise provided herein, Sublandlord shall not unreasonably withhold, or delay its consent to or approval of a matter if such consent or approval is required under the provisions of the Master Lease and Landlord has consented to or approved of such matter.

13.Sublandlord’s Liability.  Notwithstanding any other term or provision of this Sublease, the liability of Sublandlord to Subtenant for any default in Sublandlord’s obligations under this Sublease shall be limited to actual, direct damages, and  under no circumstances shall Subtenant, its partners, members, shareholders, directors, agents, officers, employees, contractors, sublessees, successors and/or assigns be entitled to recover from Sublandlord (or otherwise be indemnified by Sublandlord) for (a) any losses, costs, claims, causes of action, damages or other liability incurred in connection with a failure of Landlord, its partners, members, shareholders, directors, agents, officers, employees, contractors, successors and/or assigns to perform or cause to be performed Landlord’s obligations under the Master Lease, (b) lost revenues, lost profit or other consequential, special or punitive damages arising in connection with this Sublease for any reason, or (c) any damages or other liability arising from or incurred in connection with the condition of the Subleased Premises or suitability of the Subleased Premises for Subtenant’s intended uses. Subtenant shall, however, have the right to seek any injunctive or other equitable remedies as may be available to Subtenant under applicable law.  Further, Sublandlord shall not be liable to Subtenant, and Subtenant hereby waives any claim against Sublandlord, for any losses, costs, claims, causes of action, damages or other liability incurred or suffered as a consequence of any unauthorized or criminal entry of third parties into the Subleased Premises, the North Tower or the Complex, including, without limitation, any harm to persons or loss or theft of, or damage to, property, regardless of any action, inaction, failure, malfunction and/or insufficiency of any access controls or security guard services provided by Sublandlord, if any.  Notwithstanding any other term or provision of this Sublease, no personal liability shall at any time be asserted or enforceable against Sublandlord’s shareholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease.  In the event of any assignment or transfer of Sublandlord’s interest under this Sublease, which assignment or transfer may occur at any time in Sublandlord’s sole discretion, Sublandlord shall be and hereby is entirely relieved of all covenants and obligations of Sublandlord hereunder accruing subsequent to the date of the transfer and it shall be deemed and construed, without further agreement between the parties hereto, that any transferee has assumed and shall carry out all covenants and obligations thereafter

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to be performed by Sublandlord hereunder.  Sublandlord may transfer and deliver any then existing Letter of Credit to the transferee of Sublandlord’s interest under this Sublease, and thereupon Sublandlord shall be discharged from any further liability with respect thereto.

14.Attorneys’ Fees.  If Sublandlord or Subtenant brings an action to enforce the terms hereof or to declare rights hereunder, the prevailing party who recovers substantially all of the damages, equitable relief or other remedy sought in any such action on trial and appeal shall be entitled to receive from the other party its costs associated therewith, including, without limitation, reasonable attorneys’ fees and costs from the other party.  Without limiting the generality of the foregoing, if Sublandlord utilizes the services of an attorney for the purpose of collecting any Rent due and unpaid by Subtenant, or in connection with any other breach of this Sublease by Subtenant, Subtenant agrees to pay Sublandlord reasonable actual attorneys’ fees as determined by Sublandlord for such services, irrespective of whether any legal action may be commenced or filed by Sublandlord.

15.Delivery of Possession.  

(a)Generally.  Sublandlord shall deliver, and Subtenant shall accept, possession of the Subleased Premises in their “AS IS” condition as the Subleased Premises exists on the Effective Date, except for those punchlist items set forth on Exhibit D which Sublandlord shall use commercially reasonable efforts to complete promptly following the Effective Date.  Sublandlord shall have no obligation to furnish, render or supply any work, labor, services, materials, furniture other than the Furniture (as defined below), fixtures, equipment, decorations or other items to make the Subleased Premises ready or suitable for Subtenant’s occupancy.  In entering into this Sublease, Subtenant has relied solely on such investigations, examinations and inspections as Subtenant has chosen to make or has made and has not relied on any representation or warranty concerning the Subleased Premises or the Complex, except as expressly set forth in this Sublease.  Subtenant acknowledges that Sublandlord has afforded Subtenant the opportunity for full and complete investigations, examinations and inspections of the Subleased Premises and the common areas of the Complex.  Subtenant acknowledges that it is not authorized to make or do any alterations or improvements in or to the Subleased Premises except as permitted by the provisions of this Sublease and the Master Lease and that, upon termination of this Sublease, Subtenant shall deliver the Subleased Premises to Sublandlord in the same condition as the Subleased Premises were at the commencement of the Term, reasonable wear and tear excepted; provided, that Subtenant shall have no obligation to remove any of the Subtenant Initial Improvements constructed in accordance with this Sublease unless expressly stated otherwise in this Sublease.  Notwithstanding the foregoing, if Subtenant enters into a direct lease agreement with Landlord with respect to the Subleased Premises and the term of such lease extends beyond Sublandlord’s term under the Sublease, then Subtenant shall be solely responsible for any and all restoration obligations under the Sublease with respect to the Subleased Premises.

(b)Subtenant Improvements.

(i)Generally.  The Subtenant Initial Improvements shall be constructed in accordance with the Work Agreement.  Following the completion thereof, if Subtenant at any time desires to construct other improvements within the Subleased Premises (“Subtenant Improvements”), all Subtenant Improvements shall be carried out in accordance with the applicable provisions of the Master Lease.  Sublandlord will have the right to approve the

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plans and specifications for any proposed Subtenant Improvements, as well as any contractors whom Subtenant proposes to retain to perform such work.  Subtenant will submit all such information for Sublandlord’s review and written approval prior to commencement of any such work; Sublandlord will similarly submit such plans to Landlord for review and approval.  Promptly following the completion of any Subtenant Improvements or subsequent alterations or additions by or on behalf of Subtenant, Subtenant will deliver to Sublandlord a reproducible copy of “as built” drawings of such work together with a CAD file of the “as-built” drawings in the then-current version of AutoCad.

(ii)Code-Required Work.  If the performance of any Subtenant Improvements or other work by Subtenant within the Subleased Premises “triggers” a requirement for code-related upgrades to or improvements of any portion of the Building, Subtenant shall be responsible for the cost of such code-required upgrade or improvements; provided, however, in no event shall Subtenant be responsible for correcting any building code or other violations which were violations prior to the Commencement Date.

(c)In addition to the terms, restrictions and obligations set forth in the Master Lease (including, but not limited to, Articles 8 and 15 of the Original Master Lease), the following shall apply to any Subtenant Improvements:

(i)The Subtenant Improvements shall not affect the Base Building except with prior written approval of Sublandlord and Landlord;

(ii)With respect to any work related to the Subtenant Improvements that is expected to be unusually disruptive to other occupants of the Complex (including, but not limited to, any core drilling or work related to the concrete flooring), such work shall be scheduled at such times and undertaken in such manner as shall be reasonably approved by Sublandlord, but in any event Sublandlord shall approve such work taking place between the hours of 6pm and 7am.  If Sublandlord reasonably believes that any of the work related to the Subtenant Improvements being done is unusually disruptive and it has not approved a schedule of the same, it shall provide notice thereof to Subtenant after which such work shall thereafter be subject to the scheduling requirements of this Section 15(c)(ii);

(iii)Subtenant shall, and shall cause its contractors and subcontractors, to use commercially reasonable efforts to minimize any disruption to Sublandlord’s, or any other occupant’s, use and enjoyment of the Master Lease Premises;

(iv)Notwithstanding anything in the Master Lease to the contrary (including, but not limited to, Section 8.1 of the Original Master Lease), Sublandlord’s prior consent is required for any and all Subtenant Improvements;

(v)If Sublandlord incurs any additional costs related to after-hours security provided to the Complex in connection with the construction of any Subtenant Improvements, Subtenant shall be solely responsible for such additional costs.

(vi)Notwithstanding anything in the Master Lease to the contrary (including, but not limited to Sections 8.5 and 15.2 of the Original Master Lease), upon the expiration of the Term, or any earlier termination of this Sublease, Subtenant shall remove or caused to be removed from the Premises (i) any Subtenant Improvements (other than the Subtenant

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Initial Improvements constructed in accordance with the Work Agreement) that Sublandlord designates for removal concurrently with Sublandlord’s approval of such Subtenant Improvements, and (ii) any Lab Equipment.  As used herein “Lab Equipment” shall mean laboratory related equipment, fixtures and furnishings, including, but not limited to, laboratory benches and vented fume hoods and biosafety cabinets.

(d)Subtenant’s Initial Improvements.  Subtenant shall construct the Subtenant Initial Improvements as set forth in the Work Agreement.

16.Holding Over.  If Subtenant fails to surrender the Subleased Premises at the expiration or earlier termination of this Sublease, occupancy of the Subleased Premises after the termination or expiration shall be that of a tenancy at sufferance.  Subtenant’s occupancy of the Subleased Premises during the holdover shall be subject to all the terms and provisions of this Sublease and Subtenant shall pay an amount (on a per month basis without reduction for partial months during the holdover) equal to 150% of the sum of the Base Rent and Additional Rent due for the period immediately preceding the holdover.  No holdover by Subtenant or payment by Subtenant after the expiration or early termination of this Sublease shall be construed to extend the Term or prevent Sublandlord from immediate recovery of possession of the Subleased Premises by summary proceedings or otherwise.  In addition to the payment of the amounts provided above, if Sublandlord is unable to deliver possession of the Subleased Premises to a new subtenant or to Landlord, as the case may be, or to perform improvements for a new subtenant, as a result of Subtenant’s holdover, Subtenant shall be liable to Sublandlord for all damages, including, without limitation, consequential damages, that Sublandlord suffers from the holdover. Subtenant expressly acknowledges that such damages may include all of the holdover rent charged by Landlord under the Master Lease as a result of Subtenant’s holdover, which Master Lease holdover rent may apply to the entire Master Lease Premises.

17.Parking.  Subject to the terms of this Article 17, commencing on the applicable Commencement Date for each portion of the Subleased Premises and continuing thereafter on a monthly basis throughout the Term of this Sublease, Subtenant shall be obligated to rent from Sublandlord one (1) Parking Pass for every 1,000 RSF of such portion of the Subleased Premises.  Such Parking Passes shall be for the parking of standard size passenger automobiles, on an unassigned, unreserved basis, within the Parking Facility in the Project.  The charge for each such Parking Pass shall be the prevailing rate charged from time to time by Landlord or Landlord’s Parking Operator, as applicable (the current charge for each Parking Pass as of the Effective Date is $345.00 plus tax), and shall be paid monthly in advance to the Parking Operator or Landlord, as applicable, either by the particular employee of Subtenant who holds a Parking Pass or directly by Subtenant.  The use of such Parking Passes shall be subject to and in accordance with such rules and requirements as may be imposed from time to time by Landlord or Landlord’s Parking Operator; and contracts for Parking Passes shall be entered into by each employee of Subtenant who holds a Parking Pass or directly by Subtenant with the Landlord or Landlord’s Parking Operator, as applicable, and shall contain such terms and conditions as are typically contained in contracts with other users of the Parking Facility.  Sublandlord does not assume any responsibility, and shall not be held liable, for any damage or loss to any automobile or personal property in or about the Parking Facility, or for any injury sustained by any person in or about the Parking Facility.

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18.Signage.  Subject to Landlord’s consent, Subtenant will be entitled to Building-standard identification signage in the elevator lobby or lobbies serving the Subleased Premises as well as in any ground floor Building lobby directory.  Subtenant shall be solely responsible, at Subtenant’s sole cost and expense, for the installation and removal of such signage.  Subtenant’s signage in any ground floor Building Lobby will be limited to 9” x 18”, and will be the monochromatic/black and white lettering or logo for Subtenant.  Additionally, with the prior written consent of Sublandlord and Landlord, and in compliance with the provisions of the Master Lease, Subtenant may, at Subtenant’s sole cost and expense, install customized branding signage in the elevator lobby on the eighth (8th), ninth (9th), tenth (10th), eleventh (11th) and/or twelfth (12th) floor of the North Tower, provided that Subtenant will be obligated to remove any such signage and repair any damage caused by the installation and/or removal of such signage at the expiration or sooner termination of this Sublease.

19.Notices: Any notice by either party to the other required, permitted or provided for herein shall be valid only if in writing and shall be deemed to be duly given only if (a) delivered personally, or (b) sent by means of Federal Express, UPS Next Day Air or another reputable express mail delivery service guaranteeing next day delivery, or (c) sent by United States certified mail, return receipt requested, addressed: (i) if to Sublandlord, at the following addresses:

Dropbox, Inc.

1800 Owens Street, Suite 200

San Francisco, California  94158

Attn:

Legal Department

 

with a copy to:

 

Dropbox, Inc.

1800 Owens Street, Suite 200

San Francisco, California  94158

Attn:

Head of Real Estate and Workplace

with a copy by electronic mail to:  contract.notices@dropbox.com

and (ii) if to Subtenant, at the following address:

Vir Biotechnology, Inc.

499 Illinois Street, Suite 500

San Francisco, CA 94158

Attn:

General Counsel

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with a copy to (which shall not constitute, nor be required for effective, notice):

Vir Biotechnology, Inc.

499 Illinois Street, Suite 500

San Francisco, CA 94158

Attn:

Head of Real Estate and Facilities

with a copy to (which shall not constitute, nor be required for effective, notice):

 

Cooley LLP

101 California St, 5th Fl

San Francisco, California  94111

Attn:

Marlena C. Schultz

 

or at such other address for either party as that party may designate by notice to the other.  A notice shall be deemed given and effective, if delivered personally, upon hand delivery thereof (unless such delivery takes place after hours or on a holiday or weekend, in which event the notice shall be deemed given on the next succeeding business day), if sent via overnight courier, on the business day next succeeding delivery to the courier, and if mailed by United States certified or registered mail, three (3) business days following such mailing in accordance with this Section.

 


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20.Furniture.

(a)Generally.  During the Term, at no charge to Subtenant, Subtenant shall be permitted to use the modular and office furniture to be located in the 8th Floor Subleased Premises and 9th Floor Subleased Premises provided by Sublandlord and described in more detail in Exhibit L attached hereto (the “Furniture”).  Subtenant shall accept the Furniture in its current condition without any warranty of fitness from Sublandlord (Subtenant expressly acknowledges that no warranty is made by Sublandlord with respect to the condition of any cabling currently located in or serving the Subleased Premises).  For purposes of documenting the current condition of the Furniture, Subtenant and Sublandlord shall, prior to the Commencement Date, conduct a joint walk-through of the Subleased Premises in order to inventory items of damage or disrepair.  Subtenant shall use the Furniture only for the purposes for which such Furniture is intended and shall be responsible for the proper maintenance, insurance, care and repair of the Furniture, at Subtenant’s sole cost and expense.  

(b)Automatic Transfer of Furniture to Subtenant.  In consideration of Subtenant’s performance of its obligations under this Sublease, as of the date that is thirty (30) days prior to the Expiration Date (the “Furniture Transfer Date”), all of Sublandlord’s right, title and interest in and to the Furniture shall automatically be transferred to Subtenant.  The Furniture shall be so transferred to Subtenant on an “as is” basis with no representation or warranty of any kind from, and no recourse against, Sublandlord; provided, however, that Sublandlord represents and warrants as of the Effective Date that it owns all of the Furniture free and clear of all liens and encumbrances and has the authority to so transfer the Furniture.  Thereafter, Subtenant shall be solely responsible for the proper removal of the Furniture from the Subleased Premises and the Building in accordance with the terms and provisions of the Master Lease.  The transfer of ownership of the Furniture shall occur automatically on the Furniture Transfer Date and this Sublease shall constitute a bill of sale evidencing the transfer of the Furniture on the Furniture Transfer Date, unless otherwise agreed to in a writing signed by both Sublandlord and Subtenant.  Notwithstanding the foregoing provisions of this Section 20 to the contrary, if this Sublease is terminated due to a Default of Subtenant hereunder, then at Sublandlord’s election, the automatic transfer of all of Sublandlord’s right, title and interest in and to the Furniture shall be voidable by Sublandlord.  If Sublandlord so elects to void such transfer, then Sublandlord shall provide notice of such election to Subtenant.  In such event, (i) prior to or promptly following the expiration or earlier termination of this Sublease, Sublandlord shall conduct a walk-through of the Subleased Premises to catalog any items of damage, disrepair, misuse or loss among the Furniture (reasonable wear and tear excepted), and (ii) Subtenant shall be responsible, at Subtenant’s sole cost and expense, for curing any such items (including, with respect to loss, compensating Sublandlord for the cost of such lost item taking into account depreciation of such item).  Notwithstanding the foregoing, if Subtenant chooses to convert the 8th Floor Premises and/or the 9th Floor Premises to lab use and decides it no longer has use for all or any portion of the Furniture, it shall so notify Sublandlord and Sublandlord shall retain possession of such Furniture identified in Subtenant’s notice and remove such Furniture from the 8th Floor Premises and/or 9th Floor Premises, as applicable, at Subtenant’s cost.

21.Brokers.  Subtenant represents that it has dealt directly with and only with Newmark Knight Frank (“Subtenant’s Broker”), as a broker in connection with this Sublease. Sublandlord represents that it has dealt directly with and only with CBRE, Inc. (“Sublandlord’s Broker”), as a broker in connection with this Sublease.  Sublandlord and Subtenant shall

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indemnify and hold each other harmless from all claims of any brokers other than Subtenant’s Broker and Sublandlord’s Broker claiming to have represented Sublandlord or Subtenant in connection with this Sublease.  Subtenant and Sublandlord agree that Subtenant’s Broker and Sublandlord’s Broker shall be paid commissions by Sublandlord in connection with this Sublease pursuant to a separate agreement.

22.No Press Release.  Each party agrees, on behalf of itself, its employees, agents, brokers, attorneys and advisors, that they will not issue any press release or other similar public communication about this Sublease or the fact of Subtenant taking space at the Subleased Premises without first obtaining the other party’s prior written consent. Each party will take the appropriate actions to ensure that its employees, agents, brokers, attorneys and advisors will abide by these requirements.

23.Sublandlord Representations, Warranties and Covenants.  As a material inducement to Subtenant entering into this Sublease, Sublandlord hereby represents, warrants and covenants to Subtenant as follows:

(a)Sublandlord shall pay, prior to delinquency, all Base Rent, Additional Rent and other charges payable by Sublandlord to Landlord under the Master Lease, unless such charges are reasonably contested by Sublandlord.

(b)Sublandlord covenants that it will maintain the Master Lease in full force and effect during the entire Sublease Term (except in the event of an occurrence that gives Sublandlord the right to terminate the Master Lease in accordance with the terms thereof or in the event that Landlord agrees to recognize this Sublease as a direct lease of the Subleased Premises between Landlord and Subtenant) and to comply with or perform or cause to be performed Sublandlord’s obligations with respect to the Reserved Premises and with any obligations with respect to the Sublease Premises that are not otherwise Subtenant’s responsibility hereunder (collectively, “Sublandlord’s Remaining Obligations”), and to indemnify Subtenant against and hold Subtenant harmless from all claims, demands, actions, proceedings, suits, liabilities, losses, judgements, expenses (including reasonable attorney’s fees) and damages of any kind whatsoever (collectively, “Claims”), arising out of (1) Sublandlord’s failure to comply with or perform Sublandlord’s Remaining Obligations, (2) Sublandlord’s use and occupancy of or occurrence in, the Reserved Premises, and (3) termination or forfeiture of the Master Lease resulting from Sublandlord’s default thereunder.

(c)Sublandlord covenants (1) not to voluntarily surrender the Sublease Premises to Master Landlord (except in the event that Landlord agrees to recognize this Sublease as a direct lease of the Subleased Premises between Landlord and Subtenant), and (2) not to enter into any amendment or other agreement with respect to the Master Lease which will prevent to a material extent or materially adversely affect Subtenant’s use of the Sublease Premises in accordance with the terms of this Sublease, increase Subtenant’s obligations or decrease Subtenant’s rights under this Sublease to a material extent, or shorten the term of this Sublease or increase the rental or any other sums Subtenant is required to pay under this Sublease to a material extent.

(d)Sublandlord represents and warrants that it has full power and authority to enter into this Sublease, subject to the consent of Landlord.

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(e)As of the Effective Date hereof, Sublandlord has no current actual knowledge of any material noncompliance with applicable laws and codes affecting the Sublease Premises.

(f)To Sublandlord’s current actual knowledge, as of the Effective Date: (i) Sublandlord is not in default under the Master Lease, (ii) Landlord is not in default under the Master Lease, and (iii) no event has occurred which but for the passage of time or the giving of notice would result in a default by either Sublandlord or Landlord under the Master Lease.

(g)Attached as Exhibit A is a full and complete copy of the Master Lease (with the redactions noted therein) and all other agreements between Landlord and Sublandlord relating to the leasing, use, and occupancy of the Sublease Premises as of the Effective Date hereof.

24.Complete Agreement.  There are no representations, warranties, agreements, arrangements or understandings, oral or written, between the parties or their representatives relating to the subject matter of this Sublease which are not fully expressed in this Sublease.  This Sublease cannot be changed or terminated nor may any of its provisions be waived orally or in any manner other than by a written agreement executed by both parties.

25.Interpretation.  Irrespective of the place of execution or performance, this Sublease shall be governed by and construed in accordance with the laws of the State of California.  If any provision of this Sublease or the application thereof to any person or circumstance shall, for any reason and to any extent, be invalid or unenforceable, the remainder of this Sublease and the application of that provision to other persons or circumstances shall not be affected but rather shall be enforced to the extent permitted by law.  The table of contents, captions, headings and titles, if any, in this Sublease are solely for convenience of reference and shall not affect its interpretation.  This Sublease shall be construed without regard to any presumption or other rule requiring construction against the party causing this Sublease or any part thereof to be drafted.  If any words or phrases in this Sublease shall have been stricken out or otherwise eliminated, whether or not any other words or phrases have been added, this Sublease shall be construed as if the words or phrases so stricken out or otherwise eliminated were never included in this Sublease and no implication or inference shall be drawn from the fact that said words or phrases were so stricken out or otherwise eliminated.  Each covenant, agreement, obligation or other provision of this Sublease shall be deemed and construed as a separate and independent covenant of the party bound by, undertaking or making same, not dependent on any other provision of this Sublease unless otherwise expressly provided.  All terms and words used in this Sublease, regardless of the number or gender in which they are used, shall be deemed to include any other number and any other gender as the context may require.  The word “person” as used in this Sublease shall mean a natural person or persons, a partnership, a corporation or any other form of business or legal association or entity.

26.Civil Code Section 1938.  The Subleased Premises have not been issued a disability access inspection certificate or undergone inspection by a Certified Access Specialist (“CASp”).  The following notice is given pursuant to California Civil Code Section 1938: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises,

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the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.”  Sublandlord and Subtenant hereby agree that if Subtenant elects to perform a CASp inspection of the Subleased Premises, Subtenant will provide written notice to Sublandlord, and Sublandlord may elect, in Sublandlord’s reasonable discretion, to retain a CASp to perform the inspection.  If Sublandlord does not so elect, the time and manner of the CASp inspection is subject to the prior written approval of Sublandlord.  In either event, the payment of the fee for the CASp inspection shall be borne by Subtenant.  The cost of making any repairs necessary to correct violations of construction-related accessibility standards within the Premises shall be borne by Subtenant.

27.USA Patriot Act Disclosures.  Subtenant is currently in compliance with and shall at all times during the Term remain in compliance with the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) and any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action relating thereto.

28.Counterparts.  This Sublease may be executed in multiple counterparts, each of which is deemed an original but which together constitute one and the same instrument.  This Sublease shall be fully executed when each party whose signature is required has signed and delivered to each of the parties at least one counterpart, even though no single counterpart contains the signatures of all of the parties hereto. This Sublease may be executed in so-called “pdf” format and each party has the right to rely upon a pdf counterpart of this Sublease signed by the other party to the same extent as if such party had received an original counterpart.  Counterparts may also be delivered via electronic signature complying with the U.S. federal ESIGN Act of 2000, (e.g., www.docusign.com or echosign, etc.) and any counterpart so delivered shall be deemed to have been duly and validly delivered, valid and effective for all purposes and binding upon the parties hereto.

 

 

[SIGNATURE PAGE FOLLOWS]


 

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IN WITNESS WHEREOF, the parties hereto hereby execute this Sublease as of the Effective Date.

 

SUBLANDLORD:

 

DROPBOX, INC.,

 

 

a Delaware corporation

 

 

 

 

 

 

By:

 

/s/ Tim Regan

Print Name:

 

Tim Regan

Title:

 

CFO

 

 

 

 

 

 

SUBTENANT:

 

VIR BIOTECHNOLOGY, INC.,

 

 

a Delaware corporation

 

 

 

 

 

 

By:

 

/s/ George Scangos

Print Name:

 

George Scangos

Title:

 

CEO

 

 

 

By:

 

/s/ Howard Horn

Print Name:

 

Howard Horn

Title:

 

CFO

 

 

[PLEASE REVIEW AND COMPLY WITH THE FOLLOWING SIGNATURE GUIDELINES]

 

Unless evidence of actual signature authority is provided for a corporate Subtenant (a “Corporation”), this Sublease must be executed by the appropriate combination of signatories. Accordingly, the individuals signing above hereby represent and warrant that at least one of the individuals signing above is one of the following:

 

(x) the chairman of the board, the president or a vice president of the Corporation; and

 

that the other individual is one of the following:

 

(y) the secretary, assistant secretary, the chief financial officer or assistant treasurer of the Corporation.

 

However, a single individual signing alone for the Corporation is deemed to represent and warrant that such individual holds at least two corporate offices with one office in each of the two categories listed above (i.e., subsections (x) and (y) above).

 

 

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eXHIBIT A

Master Lease

 

[SEE ATTACHED]

 

 

A–1

 

 


 

 

EXHIBIT B

Subleased Premises

 

[SEE ATTACHED]

 

 

 

B–1

 


 

 

 


 

 


 


 


 

 


 


 

 


 

 

EXHIBIT C

RIGHT OF FIRST REFUSAL

This Exhibit is attached to and made a part of the Sublease (the “Sublease”) between Dropbox, Inc., a Delaware corporation, as Sublandlord, and Vir Biotechnology, Inc., a Delaware corporation, as Subtenant, to which this Exhibit is attached.

1.Definitions and Conflict.  All capitalized terms referred to in this Exhibit shall have the same meaning as provided in the Sublease, except as expressly provided to the contrary in this Exhibit.  In case of any conflict between any term or provision of the Sublease and any other exhibits attached thereto and this Exhibit, this Exhibit shall control.

2.Right of First Refusal.  

(a)Provided that Subtenant is not in Default under any term or provision of the Sublease beyond the applicable cure period, Subtenant shall have an ongoing right of first refusal during the initial four (4) years of the Term of the Sublease with respect to the sublease of space on the seventh (7th) floor of the North Tower containing 26,657 RSF on the following terms and conditions; provided, however, that such right shall be subject to any pre-existing rights within the Complex and shall not be applicable if Subtenant has assigned the Sublease or sublet or otherwise afforded any other party, whether by license or other arrangement, to use any portion of the Subleased Premises (other than to a Permitted Transferee as defined in the Master Lease).  If Sublandlord receives a fully executed letter of intent from a third party to sublease all or any portion of the space on the seventh (7th) floor of the North Tower (the space specified in such letter of intent being referred to as the “Right of First Refusal Space”) on terms acceptable to Sublandlord in its sole and absolute discretion (the “Third Party Proposal”), then Sublandlord shall notify Subtenant of (i) the basic economic terms of such Third Party Proposal, and (ii) the permitted use of the Right of First Refusal Space specified therein; and Subtenant shall have five (5) business days after receipt of the Third Party Proposal to provide written notice to Sublandlord that Subtenant accepts the terms of the Third Party Proposal for the sublease of the Right of First Refusal Space specified in the Third Party Proposal, except that the term of any such sublease shall be appropriately adjusted to be co-terminous with the Term of the Sublease.  The failure of Subtenant to provide written notice of acceptance within said time period shall be deemed an election by Subtenant not to accept the Third Party Proposal, in which case Sublandlord shall be free to sublease the Right of First Refusal Space to the party making the proposal (or any of its affiliates or assignees) substantially on the terms proposed in the Third Party Proposal, subject to the Second Chance Provisions set forth in subsection (b) below. The foregoing right of first refusal is personal to the original party signing the Sublease as Subtenant and any Permitted Transferee but may not be transferred or assigned to or exercised by any other party.  Such right of first refusal shall expire and shall not be applicable to any Third Party Proposal received by Sublandlord after the date that is four (4) years after the Commencement Date.

(b)Second Chance Provisions.  If Subtenant shall not so exercise such right to lease Right of First Refusal Space within the period specified in subsection (a) above, time being of the essence in respect of such exercise, Subtenant shall have no further right of first refusal hereunder; provided, however, that if Sublandlord intends to enter into a sublease for such Right

C–1

 

 


 

of First Refusal Space upon terms which are, in the aggregate, materially more favorable to a prospective tenant than those in Third Party Proposal (the “Second Chance Economic Terms”), then Sublandlord shall first deliver written notice to Subtenant (“Second Chance Notice”) providing Subtenant with the opportunity to lease the Right of First Refusal on such more favorable terms.  For purposes hereof, Second Chance Economic Terms shall be materially more favorable to a third party if such Second Chance Economic Terms reflect a net effective rental rate (including any rent abatement and Tenant Improvement costs/allowance and any other economic concessions) that is less than ninety-five percent (95%) of the net effective rental rate for such space specified in the Third Party Proposal.  Subtenant’s failure to elect to lease the Right of First Refusal Space upon such more favorable Second Chance Economic Terms by written notice to Sublandlord within five (5) business days after Subtenant’s receipt of such Second Chance Notice from Sublandlord shall be deemed to constitute Subtenant’s election not to lease such space upon such more favorable Second Chance Economic Terms, in which case Sublandlord shall be entitled to lease such space on the Second Chance Economic Terms and Subtenant shall have no further right to lease such space.

(c)Election to Expand.  If Subtenant elects to sublease Right of First Refusal Space as provided above, then such space shall be included in the Sublease, except that the rental payments and other terms shall be modified with respect to the Right of First Refusal Space to reflect the terms set forth in the Third Party Proposal (other than the Term).  The parties promptly shall execute an amendment to the Sublease, stating the addition of the Right of First Refusal Space to the Subleased Premises and such other modifications to the terms and conditions of the Sublease as are necessary or appropriate to incorporate the terms and conditions of the Third Party Proposal.

 

C–2

 

 


 

 

EXHIBIT D

PUNCHLIST ITEMS

[SEE ATTACHED]

 

 

 

D–1

Error! Unknown document property name.

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

 

DBX - S1F08 Punch

Nov 4, 2020

Description

31 tasks in this report.

Contents

#3251 Acoustical Ceiling

3

#3258 Acoustical Ceiling

4

#3264 Acoustical Ceiling

5

#3265 Acoustical Ceiling

6

#3237 Caulking

7

#3239 Cleaning Needed

8

#3247 Cleaning Needed

9

#3253 Cleaning Needed

10

#3263 Cleaning Needed

10

#3245 Electrical

11

#3266 Electrical

12

#3246 Flooring

13

#3244 Fire Sprinklers

14

#3254 Fire Sprinklers

15

#3255 Fire Sprinklers

16

#3356 Fire Sprinklers

17

#3250 Mechanical

17

#3238 Millwork

18

#3240 Paint Touch Up

19


 

 

1

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

 

#3241 Paint Touch Up

20

#3242 Paint Touch Up

21

#3243 Paint Touch Up

22

#3248 Paint Touch Up

22

#3249 Paint Touch Up

23

#3252 Paint Touch Up

24

#3256 Paint Touch Up

25

#3257 Paint Touch Up

26

#3259 Paint Touch Up

26

#3260 Paint Touch Up

27

#3261 Paint Touch Up

27

#3262 Paint Touch Up

28

 

 


 

 

2

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3251 Acoustical Ceiling

Status

Created

Sheet

Open

Oct 26, 2020 7:59 AM

A308.1

Type

Issue

Last Updated

Nov 4, 2020 1:59 PM

 

 

List

 

S1F08_Final Punch

 

Description

 

Missing tile

 

 


 

 

3

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3258 Acoustical Ceiling

Status

Created

Sheet

Open

Oct 26, 2020 8:06 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

 

Replace tile

 

Photos

 

 

20201026_090704_photo

Oct 26, 2020 8:07 AM

 

 

 

 

 

4

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

 

#3264 Acoustical Ceiling

 

Status

Created

Sheet

Open

Oct 26, 2020 8:10 AM

 

A308.1

Type

Last Updated

 

Issue

Nov 4, 2020 1:59 PM

 

List

 

 

S1F08_Final Punch

 

 

 

 

 


 

 

5

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3265 Acoustical Ceiling

Status

Created

Sheet

Open

Oct 26, 2020 8:10 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

 

Damaged sprinkler tile

 

 

Photos

 

 

A308.1 Task markup

Oct 26, 2020 8:11 AM

 

 


 

 

6

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3237 Caulking

Status

Created

Sheet

Pending

Oct 26, 2020 7:39 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

 

Caulk window mullion

 

 

Photos

 

 

A308.1 Task markup

Oct 26, 2020 7:39 AM

 

 

 


 

 

7

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3239 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 7:40 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

 

Clean millwork

 

 


 

 

8

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3247 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 7:50 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

 

Clean scuffs in walls

 

 

Photos

 

 

 

 

 

9

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

 

 

#3253 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 8:02 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

 

Drop all ceiling tile

 

 

#3263 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 8:09 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

 

Drop all ceiling tile

 

 

 

 

 

10

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

 

#3245 Electrical

 

Status

Created

Sheet

Open

Oct 26, 2020 7:47 AM

 

A308.1

Type

Last Updated

 

Issue

Nov 4, 2020 1:59 PM

 

List

 

 

S1F08_Final Punch

 

Description

 

No power to light

 

 

 

 

 

 


 

 

11

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3266 Electrical

 

Status

Created

Sheet

Open

Oct 26, 2020 8:13 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Photos

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

12

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3246 Flooring

 

Status

Created

Sheet

Open

Oct 26, 2020 7:50 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Photos

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 

 

13

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3244 Fire Sprinklers

 

Status

Created

Sheet

Open

Oct 26, 2020 7:46 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Leaking head

 

Photos

 

 

 

 

 

 

 

 

 


 

 

14

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3254 Fire Sprinklers

 

Status

Created

Sheet

Open

Oct 26, 2020 8:02 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

Missing escutcheon

 

Photos

 

 

 

 

 

 

 

 

 


 

 

15

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3255 Fire Sprinklers

 

Status

Created

Sheet

Open

Oct 26, 2020 8:04 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

Missing escutcheon

 

Photos

 

 

 

 

 

 

 

 

 

 

 

16

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3356 Fire Sprinklers

 

Status

Created

Sheet

Open

Oct 26, 2020 11:33 AM

 

A308.1

Type

Last Updated

 

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

 

 

#3250 Mechanical

 

Status

Created

Sheet

Open

Oct 26, 2020 7:56 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

Can see duct through grill

 

 

 

 

17

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3238 Millwork

 

Status

Created

Sheet

Open

Oct 26, 2020 7:39 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Adjust drawers.

 

 


 

 

18

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3240 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 7:41 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

Touch up by light

 

Photos

 

 

 

 

 

 

 

 

 


 

 

19

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3241 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 7:42 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

At corner

 

Photos

 

 

 

 

 

 

 

 

 


 

 

20

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3242 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 7:44 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Paint by mullion

 

Photos

 

 

 

 

 

 

 

 

 


 

 

21

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3243 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 7:45 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

On door

 

#3248 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 7:52 AM

 

A308.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F08_Final Punch

 

Description

Paint copper pipe

 

 

 

 

22

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3249 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 7:53 AM

 

A208.1

 

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Scuff on door

 

 


 

 

23

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3252 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 7:59 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Touch up

 

Photos

 

 

 

 

 

 

 

 

 


 

 

24

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3256 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 8:04 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Paint plate white

 

Photos

 

 

 

 

 

 

 

 

 

 

 

25

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3257 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 8:05 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Touch up corner

 

#3259 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 8:07 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Doors

 

 

 

 

26

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3260 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 8:08 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Doors

 

 

#3261 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 8:08 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Touch up doors

 

 

 

27

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

 

#3262 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 8:09 AM

 

A208.1

Type

Last Updated

Issue

Nov 4, 2020 1:58 PM

List

 

S1F08_Final Punch

 

Description

Touch up doors

 

 

 

 

 

28

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

 

DBX - S1F09 Punch List

Nov 4, 2020

Description

45 tasks in this report.

Contents

 

#3312 Paint Touch Up

3

#3311 Doors/Frames/ Hardware

4

#3310 Paint Touch Up

5

#3309 Doors/Frames/ Hardware

6

#3308 Cleaning Needed

7

#3307 Cleaning Needed

8

#3306 Cleaning Needed

9

#3305 Cleaning Needed

10

#3304 Paint Touch Up

11

#3303 Paint Touch Up

12

#3302 Paint Touch Up

13

#3301 Flooring

14

#3300 Flooring

15

#3299 Cleaning Needed

16

#3298 Cleaning Needed

17

#3297 Paint Touch Up

17

#3296 Paint Touch Up

18

#3295 Cleaning Needed

19

#3294 Cleaning Needed

20


 

 

1

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3293 Paint Touch Up

21

#3292 Paint Touch Up

22

#3291 Cleaning Needed

23

#3290 Caulking

24

#3289 Wall Repair

25

#3288 Paint Touch Up

26

#3287 Mechanical

27

#3286 Paint Touch Up

28

#3285 Caulking

29

#3284 Cleaning Needed

30

#3283 Cleaning Needed

31

#3282 Cleaning Needed

32

#3281 Paint Touch Up

33

#3280 Electrical

34

#3279 Doors/Frames/ Hardware

35

#3278 Paint Touch Up

35

#3277 Paint Touch Up

36

#3276 Cleaning Needed

37

#3275 Cleaning Needed

38

#3274 General Note

39

#3273 Cleaning Needed

40

#3272 Flooring

41

#3271 Paint Touch Up

42

#3270 Cleaning Needed

43

#3269 Millwork

44

#3268 Window Treatment & Drapes

45


 

 

2

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3312 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 11:05 AM

 

A209.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

Description

Door

 

 


 

 

3

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3311 Doors/Frames/ Hardware

 

Status

Created

Sheet

Pending

Oct 26, 2020 11:04 AM

 

A209.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

Description

Dented trim

 

 

Photos

 

A209.1 Task markup

Oct 26, 2020 11:04 AM

 

 

4

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3310 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 11:03 AM

 

A209.1

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

Description

Door

 

 


 

 

5

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3309 Doors/Frames/ Hardware

 

Status

Created

Sheet

Open

Oct 26, 2020 11:03 AM

 

A209.1

 

Type

Last Updated

Issue

Nov 4, 2020 1:59 PM

 

 

List

 

S1F09_Final Punch

 

 

 

Description

 

Dented trim

 

 

 

 

 

Photos


A209.1 Task markup

Oct 26, 2020 11:03 AM

 

 


 

 

6

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3308 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 11:01 AM

 

A209.1

 

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 11:02 AM

 

 


 

 

7

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3307 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 11:01 AM

 

A209.1

 

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Tile

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 11:01 AM

 


 

 

8

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3306 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 11:01 AM

 

A209.1

 

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 11:01 AM

 


 

 

9

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3305 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 11:00 AM

 

A309.1

 

Type

 

Issue

Last Updated

 

 

List

 

S1F09_Final Punch

 

 

 

Description

 

Clean paint

 

 

 

 

 

Photos

A309.1 Task markup

Oct 26, 2020 11:00 AM

 


 

 

10

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3304 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:57 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 


 

 

11

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3303 Paint Touch Up

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:56 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Coverplate

 

 

 

 

 

Photos

A309.1 Task markup

Oct 26, 2020 10:56 AM

 


 

 

12

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3302 Paint Touch Up

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:55 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

At k13

 

 

 

 

 

Photos

A309.1 Task markup

Oct 26, 2020 10:56 AM

 


 

 

13

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3301 Flooring

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:54 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Dark strip

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:54 AM

 


 

 

14

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3300 Flooring

 

Status

Created

Sheet

Open

Oct 26, 2020 10:53 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Dark patch

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:53 AM

 


 

 

15

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3299 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 10:51 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Replace tile

 

 

 

 

 

Photos

A309.1 Task markup

Oct 26, 2020 10:52 AM

 


 

 

16

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3298 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 10:51 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Vacuum carpet

 

 

 

 

 

#3297 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:50 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Door

 

 

 

 

 


 

 

17

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3296 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:48 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:49 AM

 


 

 

18

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3295 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:48 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Lightswitch

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:48 AM

 


 

 

19

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3294 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:47 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:47 AM

 


 

 

20

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3293 Paint Touch Up

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:47 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:47 AM

 


 

 

21

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3292 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:44 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:44 AM

 


 

 

22

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3291 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 10:43 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Clean doors

 

 

 

 

 


 

 

23

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3290 Caulking

 

Status

Created

Sheet

Open

Oct 26, 2020 10:42 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:42 AM

 


 

 

24

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3289 Wall Repair

 

Status

Created

Sheet

Open

Oct 26, 2020 10:40 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:40 AM

 


 

 

25

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3288 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:39 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Scratch on door

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:39 AM

 


 

 

26

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3287 Mechanical

 

Status

Created

Sheet

Open

Oct 26, 2020 10:38 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

General note: Leaking duct

 

 

 

 

 

Photos

A309.1 Task markup

Oct 26, 2020 10:38 AM

 


 

 

27

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3286 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:37 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:37 AM

 


 

 

28

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3285 Caulking

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:36 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:36 AM

 


 

 

29

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3284 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 10:36 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Clean millwork

 

 

 

 

 


 

 

30

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3283 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:35 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:36 AM

 


 

 

31

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3282 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:34 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:35 AM

 


 

 

32

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3281 Paint Touch Up

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:34 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:34 AM

 


 

 

33

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3280 Electrical

 

Status

Created

Sheet

Open

Oct 26, 2020 10:32 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Missing wire plug

 

 

 

 

 

Photos

A309.1 Task markup

Oct 26, 2020 10:32 AM

 


 

 

34

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3279 Doors/Frames/ Hardware

 

Status

Created

Sheet

Open

Oct 26, 2020 10:31 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Adjust limiter to open 90 degrees

 

 

 

 

 

#3278 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:31 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Touch up door

 

 

 

 

 


 

 

35

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3277 Paint Touch Up

 

Status

Created

Sheet

Open

Oct 26, 2020 10:27 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Touch up door

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:28 AM

 


 

 

36

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3276 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:24 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

All glass doors

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:25 AM

 


 

 

37

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3275 Cleaning Needed

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:24 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:24 AM

 


 

 

38

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3274 General Note

 

Status

Created

Sheet

Open

Oct 26, 2020 10:23 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Drop ceiling tile

 

 

 

 

 


 

 

39

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3273 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 10:22 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:22 AM

 


 

 

40

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3272 Flooring

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:20 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Border loose

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:20 AM

 


 

 

41

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3271 Paint Touch Up

 

Status

Created

Sheet

Pending

Oct 26, 2020 10:19 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

 

 

 

 

 

 

 

 

Photos

A309.1 Task markup

Oct 26, 2020 10:19 AM

 


 

 

42

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3270 Cleaning Needed

 

Status

Created

Sheet

Open

Oct 26, 2020 10:19 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Door frame

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:19 AM

 


 

 

43

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3269 Millwork

 

Status

Created

Sheet

Open

Oct 26, 2020 10:15 AM

 

A209.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 1:59 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Scratches on door face

 

 

 

 

 

Photos

A209.1 Task markup

Oct 26, 2020 10:16 AM

 


 

 

44

Created with PlanGrid

 


DBX HQ

1800 Owens Street, San Francisco, California

18-032

#3268 Window Treatment & Drapes

 

Status

Created

Sheet

Open

Oct 26, 2020 10:14 AM

 

A309.1

Type

 

Issue

Last Updated

 

Nov 4, 2020 2:00 PM

List

 

S1F09_Final Punch

 

 

 

Description

 

Missing curtain

 

 

 

 

 

 

 

 

45

Created with PlanGrid

 


 

 

EXHIBIT E

WORK AGREEMENT

[SEE ATTACHED]

 

 

 

E-1

 


 

 

EXHIBIT E

WORK AGREEMENT

THIS WORK AGREEMENT (this “Work Agreement”) is attached to and made a part of that certain Sublease (the “Sublease”) between DROPBOX, INC., a Delaware corporation (“Sublandlord”), and VIR BIOTECHNOLOGY, INC., a Delaware corporation (“Subtenant”).  All capitalized terms used but not defined herein shall have the respective meanings given such terms in the Sublease.  This Work Agreement sets forth the terms and conditions relating to the construction of Subtenant Initial Improvements (defined below) in the Subleased Premises.

Section 1

ALLOWANCE; SUBTENANT INITIAL IMPROVEMENTS

1.1Allowance.  Subtenant shall be entitled to a one-time allowance in an amount not to exceed (i) $8,074,200 with respect to the 11th Floor and 12th Floor Subleased Premises in the aggregate (the “11th and 12th Floor Allowance”), and (ii) $2,422,260 with respect to the 10th Floor Subleased Premises (the “10th Floor Allowance”, and together with the 11th and 12th Floor Allowance, the “Allowance”), for the costs relating to the design, permitting and construction of the initial improvements be constructed by Subtenant that are to be permanently affixed in the 10th Floor Subleased Premises, the 11th Floor Subleased Premises and the 12th Floor Subleased Premises (as applicable, the “Subtenant Initial Improvements”).  In clarification of the foregoing, the 11th and 12th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the eleventh (11th) and twelfth (12th) floors and the 10th Floor Allowance shall only be applicable for Subtenant Initial Improvements on the tenth (10th) floor, and in no event will Sublandlord be obligated to make disbursements pursuant to this Work Agreement for an applicable portion of the Subleased Premises in an amount that exceeds the amount of the Allowance applicable to such portion of the Subleased Premises.  Notwithstanding anything to the contrary set forth herein:

(a) no portion of the 11th and 12th Floor Allowance shall be disbursed by Sublandlord after twenty four (24) months after the Delivery Date for the 11th Floor and 12th Floor Subleased Premises; and any portion, if any, of the 11th and 12th Floor Allowance that is not disbursed by Sublandlord on or before such date shall revert to Sublandlord and Subtenant shall have no rights thereto; and

(b) no portion of the 10th Floor Allowance, shall be disbursed by Sublandlord after thirty (30) months after the Delivery Date for the 10th Floor Subleased Premises; and any portion, if any, of the 10th Floor Allowance that is not disbursed by Sublandlord on or before such date shall revert to Sublandlord and Subtenant shall have no rights thereto.

1.2Disbursement of the Allowance.

 

E-1

 


 

(a)Allowance Items.  Except as otherwise set forth in this Work Agreement, the Allowance shall be disbursed by Sublandlord only for the following items and costs (collectively the “Allowance Items”):

(i)Payment of the fees of the Architect, Contractor, Subtenant Agents and the Building Consultants (as those terms are defined below);

(ii)The payment of plan check, permit and license fees relating to the construction of the Subtenant Initial Improvements;

(iii)The cost of construction of the Subtenant Initial Improvements, including, without limitation, after hours charges, testing and inspection costs, trash removal costs, and contractors’ fees and general conditions;

(iv)The cost of any changes to the Complex, any portion of the Master Lease Premises (including the Subleased Premises) or any building systems serving any portion of the Master Lease Premises (including Subleased Premises) when such changes are required by the Construction Drawings, such cost to include all architectural and/or engineering fees and expenses incurred in connection therewith;

(v)The cost of any changes to the Construction Drawings or Subtenant Initial Improvements required by applicable building codes (collectively, the “Code”);

(vi)The costs of Sublandlord’s charges and fees (Section 2.6) and Sublandlord’s Management Fee (defined below); and

(vii)Sales and use taxes and Title 24 fees.

(b)Disbursement of Allowance.  During the construction of the applicable portion of the Subtenant Initial Improvements, Sublandlord shall make monthly disbursements of the 10th Floor Allowance and the 11th and 12th Floor Allowance, as applicable, to reimburse Subtenant for Allowance Items with respect to such Subtenant Initial Improvements and shall authorize the release of funds as follows, and otherwise in accordance with such disbursement procedures as Sublandlord shall reasonably require from time to time.

(i)Initial Disbursement.  The initial disbursement of the Allowance for each portion of the Subleased Premises shall not be available to Subtenant until:

(A)in the case of the 11th and 12th Floor Allowance, Subtenant has paid at least twenty five percent (25%) of the Anticipated Costs (as defined below) of the Subtenant Initial Improvements for the 11th Floor and 12th Floor Subleased Premises (the “Required 11th Floor and 12th Floor Initial Subtenant Payment); and

(B)in the case of the 10th Floor Allowance, the later of: (1) the date that Subtenant has paid at least twenty five percent (25%) of the Anticipated Costs of the Subtenant Initial Improvements for the 10th Floor Subleased Premises (the “Required 10th Floor Initial Subtenant Payment), and (2) June 1, 2022.

 

E-2

 


 

(ii)Subsequent Disbursements.

(A)On or before the fifth (5th) day of each calendar month during the construction of the Subtenant Initial Improvements in the applicable portion of the Subleased Premises (or such other date as Sublandlord may designate), Subtenant shall deliver to Sublandlord with respect to such Subtenant Initial Improvements:  (A) a request for payment from Contractor (defined below) approved by Subtenant, in the form of an AIA G702/G703 application for payment (or comparable forms reasonably approved by Sublandlord), showing the schedule, by trade, of percentage of completion of the applicable Subtenant Initial Improvements, detailing the portion of the work completed and the portion not completed (each, a “Payment Request”); (B) invoices from all of Subtenant’s Agents (defined below) for labor rendered and materials delivered to the Subleased Premises; (C) executed conditional mechanic’s lien releases from all of Subtenant’s Agents who have lien rights with respect to the subject Payment Request (along with unconditional mechanics’ lien releases with respect to payments made pursuant to Subtenant’s prior submission hereunder) in compliance with all applicable laws as reasonably determined by Sublandlord, including without limitation all applicable provisions of California Civil Code Sections 8132 - 8138; (D) a copy of the check(s) or online banking records which Subtenant issued to pay the requested sums to Subtenant’s Agents; and (E) all other information reasonably requested by Sublandlord (collectively, the “Payment Request Supporting Documentation”).  

(B)Within thirty (30) days after Subtenant’s delivery to Sublandlord of all Payment Request Supporting Documentation, Sublandlord shall deliver a check to Subtenant made payable to Subtenant (or, at Sublandlord’s election, by wire transfer of immediately available funds) in payment of the lesser of:  (x) the amount so requested by Subtenant in its Payment Request, less a ten percent (10%) retention (the aggregate amount of such retentions to be known as the “Final Retention”), and (y) the balance of any remaining available portion of the applicable Allowance (not including the Final Retention), provided that if Sublandlord, in good faith, disputes any item in a Payment Request based on non-compliance of any work with the Approved Working Drawings (defined below) or due to any substandard work or for any other reason, and delivers a written objection to such item setting forth with reasonable particularity Sublandlord’s reasons for its dispute (a “Draw Dispute Notice”), Sublandlord may deduct the amount of such disputed item from the payment. Sublandlord and Subtenant shall, in good faith, endeavor to diligently resolve any such dispute.  Sublandlord’s payment of such amounts shall not be deemed Sublandlord’s approval or acceptance of the work furnished or materials supplied as set forth in Subtenant’s Payment Request.  Disbursements of soft costs and costs not to be paid through the Contractor shall be made based upon submittal by Subtenant of satisfactory documentation for the same concurrently with Subtenant’s submittal of its Payment Request, and payment shall be made no later than thirty (30) days after submittal of such documentation, provided that in no event will Sublandlord be obligated to pay any amounts in excess of the applicable Allowance.

(iii)Final Disbursement.  Subject to the provisions of this Work Agreement, following the final completion of construction of the Subtenant Initial Improvements in the applicable portion of the Subleased Premises, Sublandlord shall deliver to Subtenant a check made payable to Subtenant (or, at Sublandlord’s election, by wire transfer of immediately

 

E-3

 


 

available funds) in the amount of the Final Retention for such portion of the Subleased Premises, provided that (A) Subtenant delivers to Sublandlord for the entirety of the Subtenant Initial Improvements in such portion of the Subleased Premises properly executed unconditional mechanics’ lien releases from all of Subtenant’s Agents in compliance with all applicable laws, as reasonably determined by Sublandlord, including without limitation compliance with all applicable provisions of California Civil Code Sections 8132 - 8138; (B) Sublandlord has determined that no substandard work exists which adversely affects the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Complex or any portion of the Master Lease Premises (including the Subleased Premises), the curtain wall of the Complex or the structure or exterior appearance of the Complex; (C) Architect delivers to Sublandlord a certificate, in a form reasonably acceptable to Sublandlord, certifying that the construction of such Subtenant Initial Improvements has been substantially completed in accordance with the Approved Working Drawings; (D) Subtenant supplies Sublandlord with evidence that all governmental approvals required for Subtenant to legally occupy such portion of the Subleased Premises have been obtained; and (E) Subtenant has fulfilled its Completion Obligations (defined below) and has otherwise complied with Sublandlord’s standard “close-out” requirements regarding city approvals, closeout tasks, closeout documentation regarding the general contractor, financial close-out matters, and Subtenant’s vendors, and as set forth in the tenant improvement guidelines (the “Subtenant Improvement Guidelines”) to be provided to Subtenant by Sublandlord.  Disbursements of soft costs and costs not to be paid through Contractor shall be made based upon submittal by Subtenant of satisfactory documentation for the same, and payment shall be made concurrently with payment of the Final Retention, provided that in no event will Sublandlord be obligated to pay any amounts in excess of the applicable Allowance.

(c)Standard Subtenant Improvement Package.  Landlord and Sublandlord have established specifications for the Complex standard components to be used in the construction of the Subtenant Initial Improvements in the Subleased Premises (collectively, the Building Standards”), which Building Standards shall be provided to Subtenant by Sublandlord.  The quality of the Subtenant Initial Improvements shall be equal to or of greater quality than the quality of the Building Standards.

(d)Shaft Reopening.  The parties acknowledge that in connection with the initial construction of the Complex Sublandlord had caused an exhaust shaft that ran between the 11th floor and the roof of the North Tower to be filled and taken out of service.  Sublandlord has agreed to allow Subtenant’s Contractor (defined below) to undertake the work of restoring that shaft to a useable condition, at Sublandlord’s cost (in addition to and not as part of the Allowance).  Prior to undertaking such restoration work, Subtenant shall provide Sublandlord with the plans and specifications for such work and the Contractor’s estimate of the cost thereof, which plans, specifications and cost estimate shall be subject to Sublandlord’s prior written approval, such approval not to be unreasonably withheld, conditioned or delayed.  Subtenant shall include the cost of such work in the Payment Request submitted to Sublandlord following the completion of such work.

 

E-4

 


 

Section 2

CONSTRUCTION DRAWINGS

2.1Selection of Architect; Construction Drawings.  Subtenant shall retain a reputable architect approved in advance, in writing by Sublandlord, such approval not to be unreasonably withheld, conditioned or delayed (the “Architect”), in connection with the Subtenant Initial Improvements, including the preparation of a Space Plan (as defined below) and to prepare the Construction Drawings. Subtenant shall retain the engineering consultants designated by Sublandlord listed below or (except for Siemens [Life Safety] and Sasco/LANlogic [Riser Management]) such other engineering consultant approved by Sublandlord, such approval not to be unreasonably withheld, conditioned or delayed (the “Building Consultants”) to prepare all plans and engineering working drawings and perform all work relating to mechanical, electrical and plumbing (“MEP”), HVAC/Air Balancing, life-safety, structural, sprinkler, and riser work:

 

Structural:

Nishkian Menninger or Forell Elsesser Engineers

MEP:

Affiliated Engineers, Inc. (AEI)

Life Safety:

Seimens

Sprinkler:

RLH

Air Balancing:

RSA

Riser Management:

Sasco / LANlogic

 

The Space Plan and the Working Drawings (as defined below) to be prepared by Architect and the Building Consultants hereunder shall be known collectively as the Construction Drawings.”  All Construction Drawings shall comply with the drawing format and specifications as set forth in the Subtenant Improvement Guidelines and shall be subject to Sublandlord’s approval (as approved pursuant to Sections 2.2 and 2.3 below, the “Approved Working Drawings”).  All MEP drawings must be fully engineered and cannot be prepared on a “design-build” basis.  Subtenant and Architect shall verify, in the field, the dimensions and conditions as shown on the relevant portions of the base building plans, and Subtenant and Architect will be solely responsible for the same, and Sublandlord shall have no responsibility in connection therewith.  Sublandlord’s review of the Construction Drawings shall be for its sole purpose and shall not obligate Sublandlord to review the same, for quality, design, Code compliance or other like matters.  Accordingly, notwithstanding that any Construction Drawings are reviewed by Sublandlord or its space planner, architect, engineers and consultants, and notwithstanding any advice or assistance that may be rendered to Subtenant by Sublandlord or Sublandlord’s space planner, architect, engineers, and consultants, Sublandlord shall have no liability whatsoever in connection therewith and shall not be responsible for any omissions or errors contained in the Construction Drawings or the Approved Working Drawings, and Subtenant’s waiver and indemnity set forth in the Sublease shall specifically apply to the Construction Drawings and the Approved Working Drawings.

2.2Space Plan.  Subtenant shall supply Sublandlord for Sublandlord’s (and Landlord’s) review and approval four (4) hard copies and one (1) electronic copy of its space plan for the applicable portion of the Subleased Premises signed by Subtenant (the “Space

 

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Plan”) before any architectural working drawings or engineering drawings therefor have been commenced.  The Space Plan shall include a layout and designation of all offices, rooms and other partitioning, laboratory improvements, if applicable, the intended use thereof, and equipment to be contained therein.  Sublandlord may request clarification or more specific drawings for special use items not included in the Space Plan.  Sublandlord shall advise Subtenant within ten (10) Business Days after Sublandlord’s receipt of the Space Plan (or, if applicable, such additional information requested by Sublandlord pursuant to the provisions of the immediately preceding sentence) if the same is approved or is unsatisfactory or incomplete in any respect.  If Subtenant is so advised, Subtenant shall promptly cause the Space Plan to be revised to correct any deficiencies or other matters Sublandlord may reasonably require.  If Sublandlord fails to respond within such ten (10) Business Day period, Subtenant shall deliver Sublandlord an additional notice requesting approval and if Sublandlord thereafter fails to respond within three (3) Business Days of receipt of such additional notice, Sublandlord will be deemed to have approved such Space Plan.

2.3Working Drawings.  After the Space Plan has been approved (or deemed approved) by Sublandlord (and Landlord), Subtenant shall supply the Architect and the Building Consultants with a complete listing of standard and non-standard equipment and specifications, including, without limitation, B.T.U. calculations, electrical requirements and special electrical receptacle requirements for the applicable portion of the Subleased Premises, to enable the Architect and the Building Consultants to complete the Working Drawings (as defined below).  Subtenant shall cause the Architect and the Building Consultants to promptly complete the architectural and engineering drawings for such portion of the Subleased Premises, and Architect shall compile a fully coordinated set of architectural, structural, mechanical, electrical and plumbing working drawings in a form which is complete to allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the “Working Drawings”) and shall submit four (4) hard copies and one (1) electronic copy signed by Subtenant to Sublandlord for Sublandlord’s (and Landlord’s) review and approval.  Sublandlord shall advise Subtenant within ten (10) Business Days after Sublandlord’s receipt of the Working Drawings if Sublandlord, in good faith, determines that the same are approved or are unsatisfactory or incomplete.  If Subtenant is advised that the Working Drawings are unsatisfactory or are incomplete, Subtenant shall promptly revise the Working Drawings to correct any deficiencies or other matters Sublandlord may reasonably require.  If Sublandlord fails to respond within such ten (10) Business Day period, Subtenant shall deliver Sublandlord an additional notice requesting approval and if Sublandlord thereafter fails to respond within three (3) Business Days of receipt of such additional notice, Sublandlord will be deemed to have approved such Working Drawings.  After approval (or deemed approval) by Sublandlord of the Working Drawings, Subtenant shall submit the same to the appropriate municipal authorities for all applicable building permits.  Subtenant hereby agrees that neither Sublandlord nor Sublandlord’s consultants shall be responsible for obtaining any building permit or for obtaining interim or final sign-offs on such permits and that obtaining the same shall be Subtenant’s responsibility; provided that Sublandlord shall cooperate with Subtenant in executing permit applications and other ministerial acts reasonable necessary to enable Subtenant to obtain any such permit or sign-off.  In no event shall Subtenant commence any construction work in any portion the Subleased Premises prior to Sublandlord’s written approval of the Construction Drawings therefor and prior

 

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to the date that all required governmental permits are obtained and copies of all such permits are provided to Sublandlord.

2.4Change Orders.  Once approved by Sublandlord, no material change in the Working Drawings may be made without the prior written approval of Sublandlord.  In the event Subtenant desires to make any such change, Subtenant shall deliver notice of the same to Sublandlord, setting forth in detail the change Subtenant desires to make to such Working Drawings.  Sublandlord shall, within ten (10) Business Days of receipt of such notice, either (i) approve the proposed change, or (ii) disapprove the proposed change and deliver a notice to Subtenant specifying in reasonably sufficient detail the reasons for Sublandlord's disapproval.

2.5Sublandlord’s Approval.  Sublandlord’s approval of any matter under this Work Agreement may be withheld if Sublandlord (or Landlord) determines that the same would violate any provision of the Master Lease, the Sublease or this Work Agreement or would adversely affect the mechanical, electrical, plumbing, heating, ventilating and air conditioning, life-safety or other systems of the Complex or any portion of the Master Lease Premises (including the Subleased Premises, the curtain wall of the Complex or the structure or exterior appearance of the Complex.

2.6Sublandlord’s Costs.  Subtenant shall be responsible for payment of the reasonable out-of-pocket fees (not to exceed $5,000) incurred by, and the reasonable out-of-pocket cost of documents and materials supplied by, Sublandlord and Sublandlord's consultants in connection with the preparation and review of the Construction Drawings and otherwise relating to the construction of the Subtenant Initial Improvements.

Section 3

CONSTRUCTION OF THE SUBTENANT INITIAL IMPROVEMENTS

3.1Subtenant’s Selection of Contractors.

(a)The Contractor.  A general contractor selected by Subtenant and approved in writing by Sublandlord shall be retained by Subtenant to construct the Subtenant Initial Improvements (“Contractor”).

(b)Subtenant’s Agents.  All subcontractors, laborers, materialmen, and suppliers used by Subtenant (such subcontractors, laborers, materialmen, and suppliers, and the Contractor to be known collectively as “Subtenant’s Agents”) must be approved in writing by Sublandlord, such approval not to be unreasonably withheld, conditioned or delayed (Sublandlord will approve or disapprove Subtenant’s Agents within ten (10) Business Days following Subtenant’s written request, and failure to respond within this period shall be deemed approval of the same), provided that Sublandlord will require Subtenant to retain the Building Consultants.  All of Subtenant’s Agents shall be licensed in the State of California, capable of being bonded and shall use only union labor.

 

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