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California-Marina del Rey-4503 Glencoe Avenue Lease [Amendment No. 1] - EOP-Marina Business Center LLC and CancerVax Corp.

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                            FIRST AMENDMENT TO LEASE

         THIS FIRST AMENDMENT TO LEASE (this "Amendment") is made and entered
into as of the 1st day of October, 2001, by and between EOP - MARINA BUSINESS
CENTER, L.L.C., A DELAWARE LIMITED LIABILITY COMPANY ("Landlord"), and CANCERVAX
CORPORATION, A DELAWARE CORPORATION ("Tenant").

                                    RECITALS

A.       Landlord (as successor in interest to Spieker Properties, L.P., a
         California limited partnership) and Tenant (as successor in interest to
         John Wayne Cancer Institute, a non-profit corporation) are parties to
         that certain lease dated July 22, 1999 (the "Lease"). Pursuant to the
         Lease, Landlord has leased to Tenant space currently containing
         approximately 25,600 rentable square feet (the "Original Premises")
         described as Suite No. 100 on the first floor and mezzanine of the
         building located at 4503 Glencoe Avenue, Marina del Rey, California
         (the "Building").

B.       Tenant has requested that additional space containing approximately
         25,150 rentable square feet described as Suite No. 150 on the first
         floor and mezzanine of the Building shown on EXHIBIT A hereto (the
         "Expansion Space") be added to the Original Premises and that the Lease
         be appropriately amended and Landlord is willing to do the same on the
         following terms and conditions.

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows:

I.       EXPANSION AND EFFECTIVE DATE. Retroactively Effective as of September
         10, 2001 (the "Expansion Effective Date), the Premises, as defined in
         the Lease, is increased from approximately 25,600 rentable square feet
         on the first floor and mezzanine to approximately 50,750 rentable
         square feet on the first floor and mezzanine by the addition of the
         Expansion Space, and from and after the Expansion Effective Date, the
         Original Premises and the Expansion Space, collectively, shall be
         deemed the Premises, as defined in the Lease. For purposes of the
         Lease, as amended hereby, the "rentable square feet" of the Premises
         shall as of the Expansion Effective Date be deemed to be 50,750
         rentable square feet and shall not be subject to remeasurement or
         modification. The term for the Expansion Space (the "Expansion Term")
         shall commence on the Expansion Effective Date and end on the Scheduled
         Term Expiration Date of August 14, 2009, as set forth in the Lease. The
         Expansion Space is subject to all the terms and conditions of the Lease
         except as expressly modified herein and except that Tenant shall not be
         entitled to receive any allowances, abatements or other financial
         concessions granted with respect to the Original Premises unless such
         concessions are expressly provided for herein with respect to the
         Expansion Space.

                                      -1-

<PAGE>

II.      BASE RENT. In addition to Tenant's obligation to pay Base Rent for the
         Original Premises, Tenant shall pay Landlord Base Rent for the
         Expansion Space as follows:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------
                            MONTHLY RATE
                            PER RENTABLE            ANNUAL              MONTHLY
PERIOD OF THE TERM           SQUARE FOOT           BASE RENT           BASE RENT
--------------------------------------------------------------------------------
<S>                         <C>                   <C>                 <C>
September 10, 2001 -            $1.28             __________          $22,534.40
 September 30, 2001
--------------------------------------------------------------------------------
  October 1, 2001 -             $1.28             $ 386,304.00        $32,192.00
   August 14, 2002
--------------------------------------------------------------------------------
  August 15, 2002 -             $1.33             $ 401,394.00        $33,449.50
   August 14, 2003
--------------------------------------------------------------------------------
  August 15, 2003 -             $1.38             $ 416,484.00        $34,707.00
   August 14, 2004
--------------------------------------------------------------------------------
  August 15, 2004 -             $1.43             $ 431,574.00        $35,964.50
   August 14, 2005
--------------------------------------------------------------------------------
  August 15, 2005 -             $1.48             $ 446,664.00        $37,222.00
   August 14, 2006
--------------------------------------------------------------------------------
  August 15, 2006 -             $1.53             $ 461,754.00        $38,479.50
   August 14, 2007
--------------------------------------------------------------------------------
  August 15, 2007 -             $1.58             $ 476,844.00        $39,737.00
   August 14, 2008
--------------------------------------------------------------------------------
  August 15, 2008 -             $1.63             $ 491,934.00        $40,994.50
   August 14, 2009
--------------------------------------------------------------------------------
</TABLE>

         All such Base Rent shall be payable by Tenant in accordance with the
         terms of Section 6.A of the Lease, provided that upon Tenant's
         execution and delivery of this Amendment to Landlord, Tenant shall pay
         to Landlord the Base Rent for the Expansion Space for the period of
         September 10-30, 2001.

         Landlord and Tenant acknowledge that the foregoing schedule is based on
         the assumption that the Expansion Effective Date is September 10, 2001.
         If the Expansion Effective Date is other than September 10, 2001, the
         schedule set forth above with respect to the payment of any
         installment(s) of Base Rent for the Expansion Space shall be
         appropriately adjusted on a per diem basis to reflect the actual
         Expansion Effective Date, and the actual Expansion Effective Date shall
         be set forth in a confirmation letter to be prepared by Landlord.
         However, the effective date of any increases or decreases in the Base
         Rent rate shall not be postponed as a result of an adjustment of the
         Expansion Effective Date as provided above.

III.     ADDITIONAL SECURITY DEPOSIT. Upon Tenant's execution and delivery of
         this Amendment to Landlord, Tenant shall pay Landlord the sum of
         $503,000.00 (the "Additional Security") which shall be added to and
         become part of the Security Deposit required pursuant to Article 19 of
         the Lease, provided that Tenant shall have the right to instead deliver
         such Additional Security to Landlord in the form of an amendment to the
         existing Letter of Credit previously provided by Tenant to Landlord
         pursuant to Section 39.G of the Lease (the "Existing L-C"), and in such
         event the terms of Article 19 and Section 39.G of the Lease, as amended
         by this Amendment, shall apply. In the event that Tenant elects to
         deliver the Additional Security to Landlord in the form of an amendment
         to the Existing L-C, then Tenant shall deliver the amendment to the
         Existing L-C to Landlord within 5 days following Tenant's execution and
         delivery of this Amendment to Landlord. The Additional Security shall
         constitute additional security for payment of Rent and the performance
         of the other terms and conditions of the Lease, as amended, by Tenant.
         Accordingly, simultaneous with Tenant's execution and delivery of this
         Amendment to Landlord, the Security Deposit is increased from
         $275,000.00 to $778,000.00. Notwithstanding any contrary provision of
         Article 19 of the Lease or Section 39.G of the Lease, provided that
         Tenant is not then in default under the Lease, as amended, and provided
         further that Tenant has not been in material default under the Lease,
         as amended, on more than 3 occasions during the Expansion Term, the
         Security Deposit required to be held by Landlord shall be reduced as
         follows:

                                      -2-

<PAGE>

<TABLE>
<CAPTION>
----------------------------------------------------------------------
Reduction Date                              Amount of Security Deposit
----------------------------------------------------------------------
<S>                                         <C>
August 15, 2002                                     $653,000.00
----------------------------------------------------------------------
August 15, 2003                                     $553,000.00
----------------------------------------------------------------------
August 15, 2004                                     $453,000.00
----------------------------------------------------------------------
August 15, 2005                                     $403,000.00
----------------------------------------------------------------------
August 15, 2006                                     $353,000.00
----------------------------------------------------------------------
August 15, 2007                                     $303,000.00
----------------------------------------------------------------------
August 15, 2008                                     $253,000.00
----------------------------------------------------------------------
</TABLE>

         In the event that Tenant delivers any portion of the Security Deposit
         to Landlord in the form of cash, then Landlord shall determine, in
         Landlord's sole discretion, whether the Letter of Credit or the cash
         portion of the Security Deposit, or a combination of both, shall be
         reduced pursuant to the foregoing provisions of this Section III, and
         if Landlord determines that the cash portion of the Security Deposit
         shall be reduced, then Landlord shall apply the amount of such
         reduction against Tenant's Base Rent obligations for the next
         succeeding months of the Term (until such amount has been fully
         credited against Base Rent). In the event that Tenant delivers the
         Additional Security to Landlord in the form of an amendment to the
         Existing L-C, then the Existing L-C shall be amended so that the
         beneficiary thereof is the Landlord named in this Amendment, and the
         address for the Landlord shall be as stated in Section VIII.D, below.

IV.      TENANT'S PROPORTIONATE SHARE OF THE BUILDING. For the period commencing
         with the Expansion Effective Date and ending on the Scheduled Term
         Expiration Date, Tenant's Proportionate Share of the Building is 100%.

V.       OPERATING EXPENSES. For the period commencing with the Expansion
         Effective Date and ending on the Scheduled Term Expiration Date, Tenant
         shall pay for Tenant's Proportionate Share of the Building (as set
         forth in Section IV, above) of Operating Expenses in accordance with
         the terms of the Lease.

VI.      IMPROVEMENTS TO EXPANSION SPACE.

         A.       CONDITION OF EXPANSION SPACE. Tenant has inspected the
                  Expansion Space and agrees to accept the same "as is" without
                  any agreements, representations, understandings or obligations
                  on the part of Landlord to perform any alterations, repairs or
                  improvements, except as may be expressly provided otherwise in
                  Section 10 of the Lease, this Amendment, and the work letter
                  ("Work Letter") attached hereto as EXHIBIT B.

         B.       RESPONSIBILITY FOR IMPROVEMENTS TO EXPANSION SPACE. Tenant may
                  perform improvements to the Expansion Space in accordance with
                  the Work Letter attached hereto as EXHIBIT B and Tenant shall
                  be entitled to an improvement allowance in connection with
                  such work as more fully described in EXHIBIT B.

VII.     EARLY ACCESS TO EXPANSION SPACE. During any period that Tenant shall be
         permitted to enter the Expansion Space prior to the Expansion Effective
         Date (e.g., to perform alterations or Improvements), Tenant shall
         comply with all terms and provisions of the Lease, except those
         provisions requiring payment of Base Rent or Additional Rent as to the
         Expansion Space. If Tenant takes possession of the Expansion Space
         prior to the Expansion Effective Date for any reason whatsoever (other
         than the performance of work in the Expansion Space with Landlord's
         prior approval), such possession shall be subject to all the terms and
         conditions of the Lease and this Amendment, and Tenant shall pay Base
         Rent and Additional Rent as applicable to the Expansion Space to
         Landlord on a per diem basis for each day of occupancy prior to the
         Expansion Effective Date.

VIII.    OTHER PERTINENT PROVISIONS. Landlord and Tenant agree that, effective
         as of the date of this Amendment (unless different effective date(s)
         is/are specifically referenced in this Section), the Lease shall be
         amended in the following additional respects:

         A.       OPTION TO TERMINATE. Effective as of the date hereof,
                  notwithstanding anything to the contrary in the Lease, the
                  second sentence of Section 39.D(1) of the Lease, on page 29
                  thereof, is hereby deleted in its entirety and is replaced
                  with the following: "The Termination Date' shall be September
                  1, 2006, subject to the following terms and conditions:". In
                  addition, Section 39.D(1)(c) of the Lease is hereby deleted
                  in its entirety and is replaced with the following:

                                      -3-

<PAGE>

                  "(c) Tenant shall pay to Landlord concurrently with the
                  delivery of the Termination Notice an amount equal to the
                  Termination Fee (defined below). The "Termination Fee" shall
                  mean the sum of (i) $203,409.00 plus (ii) the unamortized
                  Leasing Costs (defined below) as of the Termination Date,
                  based upon an amortization period from the Term Commencement
                  Date until the Scheduled Term Expiration Date, with interest
                  accruing on said unamortized Leasing Costs at 10% per annum,
                  and (iii) the unamortized Expansion Space Leasing Costs
                  (defined below) as of the Scheduled Term Expiration Date,
                  based upon an amortization period from the Expansion Effective
                  Date until the Scheduled Term Expiration Date, with interest
                  accruing on said unamortized Expansion Space Leasing Costs at
                  10% per annum. The term "Leasing Costs" shall mean the sum of
                  (A) all costs and expenses incurred by Landlord in connection
                  with the Tenant Improvements for the Original Premises, and
                  (B) the brokerage commissions paid by Landlord in connection
                  with the Lease, but not the First Amendment to Lease. The term
                  "Expansion Space Leasing Costs" shall mean all costs and
                  expenses incurred by Landlord in connection with the Expansion
                  Space Alterations (defined in the Work Letter). Landlord
                  agrees to provide to Tenant (I) the total amount of the
                  Expansion Space Leasing Costs within 15 business days after
                  written request from Tenant, and (II) the amount of the
                  Termination Fee within 15 business days of Tenant's request
                  for such amount."

         B.       PARKING. During the Expansion Term, Tenant shall continue to
                  have the right, but not the obligation, to use up to 77
                  unreserved, non-exclusive parking spaces (the "Existing
                  Parking Spaces") in the parking facility servicing the Project
                  (the "Parking Facility"), pursuant to the terms of the Basic
                  Lease Information Section of the Lease and Article 37 of the
                  Lease. In addition to the foregoing parking rights, during the
                  Expansion Term, Tenant shall have the right, but not the
                  obligation, to use up to 75 additional unreserved,
                  non-exclusive parking spaces in the parking areas in the
                  Project on a month-to-month basis, at 100% of the prevailing
                  parking rate charged by Landlord from time to time for such
                  parking spaces (including any city taxes), in accordance with
                  the terms of Article 37 of the Lease. Tenant may change the
                  number of unreserved, non-exclusive parking passes which
                  Tenant elects to use rented pursuant to Article 37 of the
                  Lease and this Section VIII.B upon at least thirty (30) days
                  prior written notice to Landlord, provided that in no event
                  shall Tenant be entitled to use more than the amount of
                  unreserved, non-exclusive parking passes set forth in the
                  Basic Lease Information Section of the Lease and this Section
                  VIII.B.

         C.       RENEWAL OPTION. Notwithstanding anything to the contrary in
                  the Lease, Tenant's option to renew, as provided in Section
                  39.B of the Lease, shall apply to the entire Premises
                  (including both the Original Premises and the Expansion Space
                  in the aggregate), and not to only a portion thereof.

         D.       NOTICE ADDRESSES. Landlord's notice address in the Basic Lease
                  Information Section of the Lease is hereby deleted and
                  replaced with the following:

<TABLE>
<CAPTION>
LANDLORD:                                WITH A COPY TO:
<S>                                      <C>
EOP - Marina Business Center,            Equity Office Properties Trust
L.L.C.                                   Two North Riverside Plaza
C/O Equity Office Properties Trust       Suite 2100
13160 Mindanao Way, Suite 184            Chicago, Illinois 60606
Marina del Rey, California 90292         Attention: Regional Counsel - Los
Attention: Building Manager              Angeles Region
</TABLE>

                  Tenant's notice address in the Basic Lease Information Section
                  of the Lease is hereby deleted and replaced with the
                  following:

                  TENANT:
                  CancerVax Corporation
                  5931 Darwin Court
                  Carlsbad, California 92008
                  Attention: General Counsel

         E.       ADDRESS FOR PAYMENT OF RENT AND TENANT'S BILLING ADDRESS.
                  Effective as of the date hereof, all rent payments shall be
                  made payable to the order of EQUITY

                                      -4-

<PAGE>

                  OFFICE PROPERTIES. Landlord's Remittance Address set forth in
                  the Basic Lease Information Section of the Lease is hereby
                  deleted and replaced with the following: EOP - MARINA BUSINESS
                  CENTER, L.L.C., P.O. BOX 60077, DEPARTMENT 12282, LOS ANGELES,
                  CALIFORNIA 90060-0077. Further, Tenant's Billing Address set
                  forth in the Basic Lease Information Section of the Lease is
                  hereby deleted and replaced with the following: CancerVax
                  Corporation, 5931 Darwin Court, Carlsbad, California 92008,
                  Attention: Accounts Payable.

         F.       HVAC. Notwithstanding anything to the contrary in the Lease,
                  effective as of the date hereof, Tenant shall provide, at
                  Tenant's sole cost and expense, heating, ventilating and air
                  conditioning for the Original Premises and the Expansion
                  Space. In addition, Tenant shall, at Tenant's sole cost and
                  expense, repair, maintain, and replace any heating,
                  ventilating, or air conditioning system installed or
                  maintained by Tenant for the Original Premises or the
                  Expansion Space in accordance with the terms and conditions of
                  Article 11 of the Lease. Landlord shall have no obligation to
                  provide any heating, ventilating, or air conditioning for the
                  Original Premises or the Expansion Space. Landlord shall not
                  be liable, in any manner whatsoever, for and Tenant shall not
                  be entitled to an abatement or reduction of Rent by reason of
                  any failure of heating, ventilating or air conditioning for
                  the Original Premises or the Expansion Space, nor shall such
                  failure be construed as a constructive eviction or actual
                  eviction of Tenant. Landlord shall not be liable under any
                  circumstances for loss or injury or interference with Tenant's
                  business and/or operations through or in connection with or
                  incidental to any failure to furnish heating, ventilating or
                  air conditioning for the Original Premises or the Expansion
                  Space.

         G.       1951.4 REMEDY. Effective as of the date hereof, the first
                  sentence of Section 26.B(2) of the Lease, on page 22 thereof,
                  is hereby deleted and is replaced with the following:

                  "Landlord shall have the remedy described in California Civil
                  Code Section 1951.4 (lessor may continue lease in effect after
                  lessee's breach and abandonment and recover rent as it becomes
                  due, if lessee has the right to sublet or assign, subject only
                  to reasonable limitations). Accordingly, if Landlord does not
                  elect to terminate this Lease on account of any default by
                  Tenant, Landlord may, from time to time, without terminating
                  this Lease, enforce all of its rights and remedies under this
                  Lease, including the right to recover all rent as it becomes
                  due."

         H.       DELETIONS. Effective as of the date hereof, Section 39.C of
                  the Lease and Exhibit D attached to the Lease are hereby
                  deleted in their entirety and are of no further force or
                  effect.

IX.      MISCELLANEOUS.

         A.       This Amendment sets forth the entire agreement between the
                  parties with respect to the matters set forth herein. There
                  have been no additional oral or written representations or
                  agreements. Under no circumstances shall Tenant be entitled to
                  any Rent abatement, improvement allowance, leasehold
                  improvements, or other work to the Original Premises, or any
                  similar economic incentives that may have been provided Tenant
                  in connection with entering into the Lease, unless
                  specifically set forth in this Amendment.

         B.       Except as herein modified or amended, the provisions,
                  conditions and terms of the Lease shall remain unchanged and
                  in full force and effect.

         C.       In the case of any inconsistency between the provisions of the
                  Lease and this Amendment, the provisions of this Amendment
                  shall govern and control.

         D.       Submission of this Amendment by Landlord is not an offer to
                  enter into this Amendment but rather is a solicitation for
                  such an offer by Tenant. Landlord shall not be bound by this
                  Amendment until Landlord has executed and delivered the same
                  to Tenant.

         E.       The capitalized terms used in this Amendment shall have the
                  same definitions as set forth in the Lease to the extent that
                  such capitalized terms are defined therein and not redefined
                  in this Amendment.

                                      -5-

<PAGE>

         F.       Tenant hereby represents to Landlord that Tenant has dealt
                  with no broker in connection with this Amendment. Tenant
                  agrees to indemnify and hold Landlord, its trustees, members,
                  principals, beneficiaries, partners, officers, directors,
                  employees, mortgagee(s) and agents, and the respective
                  principals and members of any such agents (collectively, the
                  "Landlord Related Parties") harmless from all claims of any
                  brokers claiming to have represented Tenant in connection with
                  this Amendment. Landlord hereby represents to Tenant that
                  Landlord has dealt with no broker in connection with this
                  Amendment. Landlord agrees to indemnify and hold Tenant, its
                  trustees, members, principals, beneficiaries, partners,
                  officers, directors, employees, and agents, and the respective
                  principals and members of any such agents (collectively, the
                  "Tenant Related Parties") harmless from all claims of any
                  brokers claiming to have represented Landlord in connection
                  with this Amendment.

[The rest of this page intentionally left blank. Signatures on the next page.]

                                      -6-

<PAGE>

         IN WITNESS WHEREOF, Landlord and Tenant have duly executed this
Amendment as of the day and year first above written.

                             LANDLORD:

                             EOP - MARINA BUSINESS CENTER, L.L.C., A
                             DELAWARE LIMITED LIABILITY COMPANY

                             By: EOP Operating Limited Partnership, a Delaware
                                 limited partnership, its sole member

                                 By: Equity Office Properties Trust, a Maryland
                                     real estate investment trust, its general
                                     partner

                                     By: /s/ Robert E. Dezzutti
                                         ------------------------------------
                                     Name: Robert E. Dezzutti
                                     Title: Senior Vice President

                             TENANT:

                             CANCERVAX CORPORATION, A DELAWARE CORPORATION

                             By: /s/ DAVID F. HALE
                                 --------------------------------------------
                             Name: DAVID F. HALE

                             Title: PRESIDENT & CEO

                             By: /s/ William LaRue
                                 --------------------------------------------
                             Name: William R. LaRue

                             Title: SUP - CFO

                                      -7-

<PAGE>

                                    EXHIBIT A

                                 EXPANSION SPACE

                                  [FLOOR PLAN]

                                  [FLOOR PLAN]

                                   EXHIBIT A

                                      -1-

<PAGE>

                                    EXHIBIT B

                                   WORK LETTER

         This Exhibit is attached to and made a part of that certain First
Amendment to Lease (the "Amendment") dated as of the _________ day of September,
2001, by and between EOP - MARINA BUSINESS CENTER, L.L.C., A DELAWARE LIMITED
LIABILITY COMPANY ("Landlord") and CANCERVAX CORPORATION, A DELAWARE CORPORATION
("Tenant") for space in the Building located at 4503 Glencoe Avenue, Marina del
Rey, California.

As used in this Work Letter, the "Premises" shall be deemed to mean only the
Expansion Space, as defined in the attached Amendment.

I.       ALTERATIONS AND ALLOWANCE.

         A.       Tenant, following the delivery of the Premises by Landlord and
                  the full and final execution and delivery of the Amendment to
                  which this Exhibit is attached and all prepaid rental and
                  security deposits required under such agreement, shall have
                  the right to perform alterations and improvements in the
                  Premises (the "Expansion Space Alterations"). Notwithstanding
                  the foregoing, Tenant and its contractors shall not have the
                  right to perform Expansion Space Alterations in the Premises
                  unless and until Tenant has complied with all of the terms and
                  conditions of Article 12 of the Lease and has obtained the
                  approval by Landlord of the final plans and specifications for
                  the Expansion Space Alterations (the "Plans") and the
                  contractors to be retained by Tenant to perform such Expansion
                  Space Alterations. Tenant shall be responsible for all
                  elements of the design of Tenant's Plans (including, without
                  limitation, compliance with law, functionality of design, the
                  structural integrity of the design, the configuration of the
                  premises and the placement of Tenant's furniture, appliances
                  and equipment), and Landlord's approval of Tenant's Plans
                  shall in no event relieve Tenant of the responsibility for
                  such design. Landlord's approval of the contractors to perform
                  the Expansion Space Alterations shall not be unreasonably
                  withheld. The parties agree that Landlord's approval of the
                  general contractor to perform the Expansion Space Alterations
                  shall not be considered to be unreasonably withheld if any
                  such general contractor (i) does not have trade references
                  reasonably acceptable to Landlord, (ii) does not maintain
                  insurance of the type(s) and in the amount(s) as required by
                  Landlord, in Landlord's sole discretion, (iii) does not have
                  the ability to be bonded for the work in an amount of no less
                  than 150% of the total estimated cost of the Expansion Space
                  Alterations, (iv) does not provide current financial
                  statements reasonably acceptable to Landlord, or (v) is not
                  licensed as a contractor in the State of California. Tenant
                  acknowledges the foregoing is not intended to be an exclusive
                  list of the reasons why Landlord may reasonably withhold its
                  consent to a general contractor. In addition to being
                  responsible for the construction of the Expansion Space
                  Alterations, Tenant shall, at Tenant's sole cost and expense,
                  be responsible for the demolition and removal of any existing
                  improvements in the Premises or the Original Premises, to the
                  extent any such demolition and removal is necessary.
                  Notwithstanding anything to the contrary in Article 12 of the
                  Lease, Tenant shall not be required to pay an administration
                  fee in connection with Landlord's oversight of the Expansion
                  Space Alterations.

         B.       Provided Tenant is not in default, Landlord agrees to
                  contribute the sum of $503,000.00 ($20.00 per rentable square
                  foot of the Premises) (the "Allowance") toward the cost of
                  performing the Expansion Space Alterations in preparation of
                  Tenant's occupancy of the Premises. The Allowance may only be
                  used for (i) the cost of preparing design and construction
                  documents and mechanical and electrical plans for the
                  Expansion Space Alterations, (ii) hard costs in connection
                  with the Expansion Space Alterations, and (iii) consulting
                  fees associated with the validation of the Expansion Space
                  Alterations. The Allowance, less a 10% retainage (which
                  retainage shall be payable as part of the final draw), shall
                  be paid to Tenant or, at Landlord's option, to the order of
                  the general contractor that performs the Expansion Space
                  Alterations, in periodic disbursements within 30 days after
                  receipt of the following documentation: (i) an application for
                  payment and sworn statement of contractor substantially in the
                  form of AIA Document G-702 covering all work for which
                  disbursement is to be made to a date specified therein; (ii) a
                  certification from an AIA architect substantially in the form
                  of the Architect's Certificate for Payment which is located on
                  AIA Document G702,

                                      -9-

<PAGE>

                  Application and Certificate of Payment; (iii) contractor's,
                  subcontractor's and material supplier's waivers of liens which
                  shall cover all Expansion Space Alterations for which
                  disbursement is being requested and all other statements and
                  forms required for compliance with the mechanics' lien laws of
                  the State of California, together with all such invoices,
                  contracts, or other supporting data as Landlord or Landlord's
                  mortgagee may reasonably require; (iv) a cost breakdown for
                  each trade or subcontractor performing the Expansion Space
                  Alterations; (v) plans and specifications for the Expansion
                  Space Alterations, together with a certificate from an AIA
                  architect that such plans and specifications comply in all
                  material respects with all laws affecting the Building,
                  Project and Premises; (vi) copies of all construction
                  contracts for the Expansion Space Alterations, together with
                  copies of all change orders, if any; and (vii) a request to
                  disburse from Tenant containing an approval by Tenant of the
                  work done and a good faith estimate of the cost to complete
                  the Expansion Space Alterations. Upon completion of the
                  Expansion Space Alterations, and prior to final disbursement
                  of the Allowance, Tenant shall furnish Landlord with: (1)
                  general contractor and architect's completion affidavits, (2)
                  full and final waivers of lien, (3) receipted bills covering
                  all labor and materials expended and used, (4) as-built plans
                  of the Expansion Space Alterations, and (5) the certification
                  of Tenant and its architect that the Expansion Space
                  Alterations have been installed in a good and workmanlike
                  manner in accordance with the approved Plans, and in
                  accordance with applicable laws, codes and ordinances. In no
                  event shall Landlord be required to disburse the Allowance
                  more than one time per month. If the Expansion Space
                  Alterations exceed the Allowance, Tenant shall be entitled to
                  the Allowance in accordance with the terms hereof, but each
                  individual disbursement of the Allowance shall be disbursed in
                  the proportion that the Allowance bears to the total cost for
                  the Expansion Space Alterations, less the 10% retainage
                  referenced above. Notwithstanding anything herein to the
                  contrary, Landlord shall not be obligated to disburse any
                  portion of the Allowance during the continuance of an uncured
                  default under the Lease, and Landlord's obligation to disburse
                  shall only resume when and if such default is cured.

         C.       In no event shall the Allowance be used for the purchase of
                  equipment, furniture or other items of personal property of
                  Tenant. If Tenant does not submit a request for payment of the
                  entire Allowance to Landlord in accordance with the provisions
                  contained in this Exhibit by August 14, 2002, any unused
                  amount shall accrue to the sole benefit of Landlord, it being
                  understood that Tenant shall not be entitled to any credit,
                  abatement or other concession in connection therewith. Tenant
                  shall be responsible for all applicable state sales or use
                  taxes, if any, payable in connection with the Expansion Space
                  Alterations and/or Allowance.

         D.       Commencing on the date which shall be mutually agreed upon by
                  Landlord and Tenant, Tenant shall hold weekly meetings at a
                  reasonable time, with the architect and the contractor
                  retained by Tenant regarding the progress of the preparation
                  of Plans and the construction of the Expansion Space
                  Alterations, which meetings shall be held at a location
                  reasonably acceptable to Landlord, and Landlord and/or its
                  agents shall receive prior notice of, and shall have the right
                  to attend, all such meetings. Upon Landlord's request, certain
                  of "Tenant's Agents" (defined in Section F, below) shall
                  attend such meetings. In addition, minutes shall be taken at
                  all such meetings, a copy of which minutes shall be promptly
                  delivered to Landlord. One such meeting each month shall
                  include the review of the contractor's current request for
                  payment.

         E.       Tenant agrees to accept the Premises in its "as-is" condition
                  and configuration, it being agreed that Landlord shall not be
                  required to perform any work (subject to Landlord's
                  obligations under Article 10 of the Lease during the Expansion
                  Term) or, except as provided above with respect to the
                  Allowance, incur any costs in connection with the construction
                  or demolition of any improvements in the Premises.

         F.       Tenant's indemnity of Landlord as set forth in Article 8 of
                  the Lease shall also apply with respect to any and all costs,
                  losses, damages, injuries and liabilities related in any way
                  to any act or omission of Tenant or Tenant's employees,
                  agents, customers, visitors, invitees, licensees, contractors,
                  assignees and subtenants ("Tenant's Agents") or anyone
                  directly or indirectly employed by any of them, or in
                  connection with Tenant's non-payment of any amount arising out
                  of the Expansion Space Alterations and/or Landlord's
                  disapproval of all or any

                                      -10-

<PAGE>

                  portion of any request for payment. Such indemnity by Tenant,
                  as set forth in the Lease, shall also apply with respect to
                  any and all costs, losses, damages, injuries and liabilities
                  related in any way to Landlord's performance of any
                  ministerial acts reasonably necessary (i) to permit Tenant to
                  complete the Expansion Space Alterations, and (ii) to enable
                  Tenant to obtain any building permit or certificate of
                  occupancy for the Premises.

         G.       Notwithstanding anything to the contrary set forth in this
                  Work Letter, Tenant hereby agrees that neither Landlord nor
                  Landlord's consultants shall be responsible for obtaining any
                  building permit or certificate of occupancy for the Premises
                  and that the obtaining of the same shall be Tenant's
                  responsibility.

         H.       This Exhibit shall not be deemed applicable to any additional
                  space added to the Premises at any time or from time to time,
                  whether by any options under the Lease, as amended, or
                  otherwise, or to any portion of the Original Premises or any
                  additions to the Premises or the Original Premises in the
                  event of a renewal or extension of the original Term of the
                  Lease, whether by any options under the Lease, as amended, or
                  otherwise, unless expressly so provided in the Lease or any
                  amendment or supplement to the Lease.

         IN WITNESS WHEREOF, Landlord and Tenant have entered into this Exhibit
as of the date first written above.

                              LANDLORD:

                              EOP - MARINA BUSINESS CENTER, L.L.C., A
                              DELAWARE LIMITED LIABILITY COMPANY

                              By: EOP Operating Limited Partnership, a Delaware
                                  limited partnership, its sole member

                                  By: Equity Office Properties Trust, a Maryland
                                      real estate investment trust, its general
                                      partner

                                      By: /s/ Robert E. Dezzutti
                                          ------------------------------------
                                      Name: Robert E. Dezzutti

                                      Title: Senior Vice President

                              TENANT:

                              CANCERVAX CORPORATION,

                              A DELAWARE CORPORATION

                              By: /s/ DAVID F. HALE
                                  --------------------------------------------
                              Name: DAVID F. HALE

                              Title: PRESIDENT & CEO

                              By: /s/ William LaRue
                                  --------------------------------------------
                              Name: William R. LaRue

                              Title: SUP - CFO

                                      -11-