Master Lease Agreement - General Electric Capital Corp. and ViroLogic Inc.
MASTER LEASE AGREEMENT
(Quasi)
dated as of SEPTEMBER 14, 2000 ("Agreement")
THIS AGREEMENT is between GENERAL ELECTRIC CAPITAL CORPORATION its
successors and assigns, if any ("LESSOR") and VIROLOGIC, INC. ("LESSEE"). Lessor
has an office at 401 MERRITT 7, 2ND FLOOR, NORWALK, CT 06856. Lessee is a
corporation organized and existing under the laws of the State of CALIFORNIA.
Lessee's mailing address and chief place of business is 270 EAST GRAND AVENUE,
SOUTH SAN FRANCISCO, CA 94080. This Agreement contains the general terms that
apply to the leasing of Equipment from Lessor to Lessee. Additional terms that
apply to the Equipment (term, rent, options, etc.) shall be contained on a
schedule ("SCHEDULE").
1. LEASING:
(a) Lessor agrees to lease to Lessee, and Lessee agrees to lease from
Lessor, the equipment ("EQUIPMENT") described in any Schedule signed by both
parties.
(b) Lessee shall purchase Equipment from the manufacturer or supplier
("SUPPLIER") and sell the Equipment to Lessor. Lessor shall lease it to Lessee
if on or before the Last Delivery Date (specified in the Schedule) Lessor
receives (i) a Schedule for the Equipment, (ii) evidence of insurance which
complies with the requirements of Section 8, and (iii) such other documents as
Lessor may reasonably request. Each of the documents required above must be in
form and substance satisfactory to Lessor. Once the Schedule is signed, the
Lessee may not cancel the Schedule.
2. TERM, RENT AND PAYMENT:
(a) The rent payable for the Equipment and Lessee's right to use the
Equipment shall begin on the earlier of (i) the date when the Lessee signs the
Schedule and accepts the Equipment or (ii) when Lessee has accepted the
Equipment under a Certificate of Acceptance ("LEASE COMMENCEMENT DATE"). The
term of this Agreement shall be the period specified in the applicable Schedule.
The word "term" shall include all basic and any renewal terms.
(b) Lessee shall pay rent to Lessor at its address stated above, except
as otherwise directed by Lessor. Rent payments shall be in the amount set forth
in, and due as stated in the applicable Schedule. If any Advance Rent (as stated
in the Schedule) is payable, it shall be due when the Lessee signs the Schedule.
Advance Rent shall be applied to the first rent payment and the balance, if any,
to the final rent payment(s) under such Schedule. In no event shall any Advance
Rent or any other rent payments be refunded to Lessee. If rent is not paid
within ten (10) days of its due date, Lessee agrees to pay a late charge of five
cents ($.05) per dollar on, and in addition to, the amount of such rent but not
exceeding the lawful maximum, if any.
(c) Lessor shall not disturb Lessee's quiet enjoyment of the Equipment
during the term of the Agreement unless a default has occurred and is continuing
under this Agreement.
3. TAXES:
(a) If permitted by law, Lessee shall report and pay promptly all taxes,
fees and assessments due, imposed, assessed or levied against any Equipment (or
purchase, ownership, delivery, leasing, possession, use or operation thereof),
this Agreement (or any rents or receipts hereunder), or any Schedule, Lessor (as
a result of this Agreement, Schedule or the Equipment) Lessee by any
governmental entity or taxing authority during or related to the term of this
Agreement, including, without limitation, all license and registration fees, and
all sales, use, personal property, excise, gross receipts, franchise, stamp or
other taxes, imposts, duties and charges, together with any penalties, fines or
interest thereon (collectively "TAXES"). Lessee shall have no liability for
Taxes imposed by the United States of America or any State or political
subdivision thereof which are on or measured by the net income of Lessor. Lessee
shall promptly reimburse Lessor (on an after tax basis) for any Taxes charged to
or assessed against Lessor. Lessee shall send Lessor a copy of each report or
return and evidence of Lessees payment of Taxes upon request.
(b) Lessee's obligations, and Lessor's rights and priviledges, contained
in this Section 3 shall survive the expiration or other termination of this
Agreement.
4. REPORTS:
(a) If any tax or other lien shall attach to any Equipment, Lessee will
notify Lessor in writing, within ten (10) days after Lessee becomes aware of the
tax or lien. The notice shall include the full particulars of the tax or lien
and the location of such Equipment on the date of the notice.
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(b) If Lessee is not timely filing Forms 10-K and 10-Q with the
Securities and Exchange Commission, Lessee will deliver to Lessor Lessee's
complete financial statements, certified by a recognized firm of certified
public accountants, within ninety (90) days of the close of each fiscal year of
Lessee. If Lessee is not timely filing Forms 10-K and 10-Q with the Securities
and Exchange Commission, and if Lessor requests, Lessee will deliver to Lessor
copies of Lessee's quarterly financial report certified by the chief financial
officer of Lessee, within ninety (90) days of the close of each fiscal quarter
of Lessee. Lessee will deliver to Lessor all Forms 10-K and 10-Q, if any, filed
with the Securities and Exchange Commission within thirty (30) days after the
date on which they are filed.
(c) Lessor may inspect any Equipment during normal business hours after
giving Lessee reasonable prior notice.
(d) Lessee will keep the Equipment at the Equipment Location (specified
in the applicable Schedule) and will give Lessor prior written notice of any
relocation of Equipment. If Lessor requests, Lessee will promptly notify Lessor
in writing of the location of any Equipment.
(e) If any Equipment is lost or damaged (where the estimated repair costs
would exceed the greater of ten percent (10%) of the original Equipment cost or
ten thousand and 00/100 dollars ($10,000)), or is otherwise involved in an
accident causing personal injury or property damage, Lessee will promptly and
fully report the event to Lessor in writing.
5. DELIVERY, USE AND OPERATION:
(a) All Equipment shall be shipped directly from the Supplier to Lessee.
(b) Lessee agrees that the Equipment will be used by Lessee solely in the
conduct of its business and to a manner complying with all applicable laws,
regulations and insurance policies, and Lessee shall not discontinue use of the
Equipment.
(c) Lessee will not move any equipment from the location specified on the
Schedule, without the prior written consent of Lessor.
(d) Lessee will keep the Equipment free and clear of all liens and
encumbrances other than those which result from acts of Lessor.
(e) Lessor shall not disturb Lessees quiet enjoyment of the Equipment
during the term of the Agreement unless a default has occurred and is continuing
under this Agreement.
6. MAINTENANCE:
(a) Lessee will, at its sole expense, maintain each unit of Equipment to
good operating order and repair, normal wear and tear excepted. The Lessee shall
also maintain the Equipment in accordance with manufacturers recommendations.
Lessee shall make all alterations or modifications required to comply with any
applicable law, rule or regulation during the term of this Agreement. If Lessor
requests, Lessee shall affix plates, tags or other identifying labels showing
ownership thereof by Lessee and Lessor's security interest therein. The tags or
labels shall be placed in a prominent position on each unit of Equipment.
(b) Lessee will not attach or install anything on the Equipment that will
impair the originally intended function or use of such Equipment without the
prior written consent of Lessor. All additions, parts, supplies, accessories,
and equipment ("ADDITIONS") furnished or attached to any Equipment that are not
readily removable shall become subject to the lien of Lessor. All Additions
shall be made only in compliance with applicable law. Lessee will not attach or
install any Equipment to or in any other personal or real property without the
prior written consent of Lessor.
7. STIPULATED LOSS VALUE: If for any reason any unit of Equipment becomes
worn out, lost, stolen, destroyed, irreparably damaged or unusable ("CASUALTY
OCCURRENCES") Lessee shall promptly and fully notify Lessor in writing. On the
Payment Date (defined below) Lessee shall pay Lessor the sum of (i) the
Stipulated Loss Value (see Schedule) of the affected unit determined as of the
rent payment date prior to the Casualty Occurrence; and (ii) all rent and other
amounts which are then due under this Agreement on the Payment Date (defined
below) for the affected unit. The Payment Date shall be the next rent payment
date after the Casualty Occurrence. Upon payment of all sums due hereunder, the
term of this lease as to such unit shall terminate.
8. INSURANCE:
(a) Lessee shall bear the entire risk of any loss, theft, damage to, or
destruction of, any unit of Equipment from any cause whatsoever from the time
the Equipment is shipped to Lessee.
(b) Lessee agrees, at its own expense, to keep all Equipment insured for
such amounts and against such hazards as Lessor may reasonably require. All such
policies shall be with companies, and on terms, reasonably satisfactory to
Lessor. The insurance shall include coverage for damage to or loss of the
Equipment, liability for personal injuries, death or property damage. Lessor
shall be named as additional insured with a loss payable clause in favor of
Lessor, as its interest may appear, irrespective of any breach of warranty or
other act or omission of Lessee. The insurance shall provide for liability
coverage in an amount equal to at least ONE MILLION U.S. DOLLARS ($1,000,000.00)
total liability per occurrence, unless otherwise stated to any Schedule. The
casualty/property damage coverage shall be in an amount equal to the higher of
the Stipulated Loss value or the full depreciated
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replacement cost of the Equipment. No insurance shall be subject to any
co-insurance clause. The insurance policies shall provide that the insurance may
not be altered or canceled by the insurer until after thirty (30) days written
notice to Lessor. Lessee agrees to deliver to Lessor evidence of insurance
reasonably satisfactory to Lessor.
(c) Lessee hereby appoints Lessor as Lessee's attorney-in-fact to make
proof of loss and claim for insurance, and to make adjustments with insurers and
to receive payment of and execute or endorse all documents, checks or drafts in
connection with insurance payments. Lessor shall not act as Lessees
attorney-in-fact unless Lessee is in default. Lessee shall pay any reasonable
expenses of Lessor in adjusting or collecting insurance. Lessee will not make
adjustments with insurers except with respect to claims for damage to any unit
of Equipment where the repair costs are less than the lesser of ten percent
(10%) of the original Equipment cost or ten thousand and 00/100 dollars
($10,000). Unless a default has occurred and is continuing hereunder, Lessee
may, at its option, apply proceeds of insurance, in whole or in part, to (i)
repair or replace Equipment or any portion thereof, or (ii) satisfy any
obligation of Lessee to Lessor under this Agreement.
9. RETURN OF EQUIPMENT:
(a) At the expiration or termination of this Agreement or any Schedule,
Lessee shall perform any testing and repairs required to place the units of
Equipment in the same condition and appearance as when received by Lessee
(reasonable wear and tear excepted) and in good working order for the original
intended purpose of the Equipment. If required the units of Equipment shall be
deinstalled, disassembled and crated by an authorized manufacturer's
representative or such other service person as is reasonably satisfactory to
Lessor. Lessee shall remove installed markings that are not necessary for the
operation, maintenance or repair of the Equipment. All Equipment will be
cleaned, cosmetically acceptable, and in such condition as to be immediately
installed into use in a similar environment for which the Equipment was
originally intended to be used. All waste material and fluid must be removed
from the Equipment and disposed of in accordance with then current waste
disposal laws. Lessee shall return the units of Equipment to a location within
the continental United States as Lessor shall direct. Lessee shall obtain and
pay for a policy of transit insurance for the redelivery period in an amount
equal to the replacement value of the Equipment. The transit insurance must name
Lessor as the loss payee. The Lessee shall pay for all costs to comply with this
section (a).
(b) Until Lessee has fully complied with the requirements of Section 9(a)
above, Lessee's rent payment obligation and all other obligations under this
Agreement shall continue from month to month notwithstanding any expiration or
termination of the lease term. After expiration or termination of the lease term
Lessor may terminate the Lessee's right to use the Equipment upon ten (10) days
notice to Lessee.
(c) Unless Lessee exercises its end of lease purchase option contained in
Section 19 below, upon expiration or termination of the lease term, Lessee shall
provide to Lessor a detailed inventory of all components of the Equipment
including model and serial numbers, and Lessee shall also provide an up-to-date
copy of all other documentation pertaining to the Equipment. Unless Lessee
exercises its end of lease purchase option contained in Section 19 below All
service manuals, blue prints, process flow diagrams, operating manuals,
inventory and maintenance records shall be given to Lessor at least ninety (90)
days and not more than one hundred twenty (120) days prior to lease termination.
(d) Unless Lessee exercises its end of lease purchase option contained in
Section 19 below Lessee shall make the Equipment available for on-site
operational inspections by potential purchasers at least one hundred twenty
(120) days prior to and continuing up to lease termination. Lessor shall provide
Lessee with reasonable notice prior to any inspection. Lessee shall provide
personnel, power and other requirements necessary to demonstrate electrical,
hydraulic and mechanical systems for each item of Equipment.
10. DEFAULT AND REMEDIES:
(a) Lessor may in writing declare this Agreement in default if: (i)
Lessee breaches its obligation to pay rent or any other sum when due and payable
hereunder and fails to cure the breach within ten (10) days; (ii) Lessee
breaches any of its insurance obligations under Section 8; (iii) Lessee breaches
any of its other obligations hereunder and fails to cure that breach within
thirty (30) days after written notice from Lessor, (iv) any representation or
warranty made by Lessee in connection with this Agreement shall be false or
misleading in any material respect when made, (v) Lessee or any guarantor or
other obligor for the Lessee's obligations hereunder ("GUARANTOR") becomes
insolvent or ceases to do business as a going concern, (vi) any Equipment is
illegally used; (vii) if Lessee or any Guarantor is a natural person, any death
or incompetency of Lessee or such Guarantor; or (viii) a petition is filed by or
against Lessee or any Guarantor under any bankruptcy or insolvency laws and in
the event of an involuntary petition, the petition is not dismissed within
forty-five (45) days of the filing date. The default declaration shall apply to
all Schedules unless specifically excepted by Lessor.
(b) After a default, at the request of Lessor, Lessee shall comply with
the provisions of Section 9(a). Lessee hereby authorizes Lessor to peacefully
enter any premises where any Equipment may be and take possession of the
Equipment. Lessee shall immediately pay to Lessor without further demand as
liquidated damages for loss of a bargain and not as a penalty, the Stipulated
Loss Value of the Equipment (calculated as of the rent payment date prior to the
declaration of default), and all rents and other sums then due under this
Agreement and all Schedules. Lessor may terminate this Agreement as to any or
all of the Equipment. A termination shall occur only upon written notice by
Lessor to Lessee and only as to the units of Equipment specified in any such
notice. Lessor may, but shall not be required to, sell Equipment at private or
public sale, in bulk or in parcels, with or without notice, and without having
the Equipment present at the place of sale. Lessor may also, but shall not be
required to, lease, otherwise dispose of or keep idle all or part of the
Equipment. Lessor may use Lessee's premises for a reasonable period of time for
any or all of the purposes stated above without liability for rent, costs,
damages or otherwise. The proceeds of sale, lease or other disposition, if any,
shall be applied in the following order of priorities: (i) to pay all of
Lessor's reasonable costs, charges and expenses incurred in taking, removing,
holding, repairing and selling, leasing or otherwise disposing of Equipment,
then, (ii) to the extent not previously paid by Lessee, to pay Lessor all sums
due from Lessee under this Agreement, then (iii) to reimburse to Lessee any sums
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previously paid by Lessee as liquidated damages; and then (iv) to Lessee, if
there exists any surplus. Lessee shall immediately pay any deficiency in (i) and
(ii) above.
(c) The foregoing remedies are cumulative, and any or all thereof may be
exercised instead of or in addition to each other or any remedies at law, in
equity, or under statute. Lessee waives notice of sale or other disposition (and
the time and place thereof), and the manner and place of any advertising. Lessee
shall pay Lessor's actual reasonable attorney's fees incurred in connection with
the enforcement, assertion, defense or preservation of Lessor's rights and
remedies under this Agreement, or if prohibited by law, such lesser sum as may
be permitted. Waiver of any default shall not be a waiver of any other or
subsequent default.
(d) Any default under the terms of this or any other agreement between
Lessor and Lessee may be declared by Lessor a default under this and any such
other agreement.
11. ASSIGNMENT: LESSEE SHALL NOT SELL, TRANSFER, ASSIGN, ENCUMBER OR SUBLET
ANY EQUIPMENT OR THE INTEREST OF LESSEE IN THE EQUIPMENT WITHOUT THE PRIOR
WRITTEN CONSENT OF LESSOR. Lessor may, without the consent of Lessee, assign
this Agreement, any Schedule or the right to enter into a Schedule. Lessee
agrees that if Lessee receives written notice of an assignment from Lessor,
Lessee will pay all rent and all other amounts payable under any assigned
Schedule to such assignee or as instructed by Lessor. Lessee also agrees to
confirm in writing receipt of the notice of assignment as may be reasonably
requested by assignee. Lessee hereby waives and agrees not to assert against any
such assignee any defense, set-off, recoupment claim or counterclaim which
Lessee has or may at any time have against Lessor for any reason whatsoever.
12. NET LEASE: Lessee is unconditionally obligated to pay all rent and other
amounts due for the entire lease term no matter what happens, even if the
Equipment is damaged or destroyed, if it is defective or if Lessee no longer can
use it. Lessee is not entitled to reduce or set-off against rent or other
amounts due to Lessor or to anyone to whom Lessor assigns this Agreement or any
Schedule whether Lessees clam arises out of this Agreement, any Schedule, any
statement by Lessor, Lessors liability or any manufacturers liability, strict
liability, negligence or otherwise.
13. INDEMNIFICATION:
(a) Lessee hereby agrees to indemnify Lessor, its agents, employees,
successors and assigns (on an after tax basis) from and against any and all
losses, damages, penalties, injuries, claims, actions and suits, including
reasonable legal expenses, of whatsoever kind and nature arising out of or
relating to the Equipment or this Agreement, except to the extent the losses,
damages, penalties, injuries, claims, actions, suits or expenses result from
Lessors gross negligence or willful misconduct ("CLAIMS"). This indemnity shall
include, but is not limited to, Lessor's strict liability in tort and Claims,
arising out of (i) the selection, manufacture, purchase, acceptance or rejection
of Equipment, the ownership of Equipment during the term of this Agreement, and
the delivery, lease, possession, maintenance, uses, condition, return or
operation of Equipment (including, without limitation, latent and other defects,
whether or not discoverable by Lessor or Lessee and any claim for patent,
trademark or copyright infringement or environmental damage) or (ii) the
condition of Equipment at the time of redelivery to Lessor that is sold or
disposed of after use by Lessee, any sublessee or employees of Lessee. Lessee
shall, upon request, defend any actions based on, or arising out of, any of the
foregoing.
(b) All of Lessor's rights, privileges and indemnities contained in this
Section 13 shall survive the expiration or other termination of this Agreement.
The rights, privileges and indemnities contained herein are expressly made for
the benefit of, and shall be enforceable by Lessor, its successors and assigns.
14. DISCLAIMER: LESSEE ACKNOWLEDGES THAT IT HAS SELECTED THE EQUIPMENT WITHOUT
ANY ASSISTANCE FROM LESSOR, ITS AGENTS OR EMPLOYEES. LESSOR DOES NOT MAKE, HAS
NOT MADE, NOR SHALL BE DEEMED TO MAKE OR HAVE MADE, ANY WARRANTY OR
REPRESENTATION, EITHER EXPRESS OR IMPLIED, WRITTEN OR ORAL, WITH RESPECT TO THE
EQUIPMENT LEASED UNDER THIS AGREEMENT OR ANY COMPONENT THEREOF, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY AS TO DESIGN, COMPLIANCE WITH SPECIFICATIONS,
QUALITY OF MATERIALS OR WORKMANSHIP, MERCHANTABILITY, FITNESS FOR ANY PURPOSE,
USE OR OPERATION, SAFETY, PATENT, TRADEMARK OR COPYRIGHT INFRINGEMENT, OR TITLE.
All such risks, as between Lessor and Lessee, are to be done by Lessee. Without
limiting the foregoing, Lessor shall have no responsibility or liability to
Lessee or any other person with respect to any of the following: (i) any
liability, loss or damage caused or alleged to be caused directly or indirectly
by any Equipment, any inadequacy thereof, any deficiency or defect (latent or
otherwise) of the Equipment, or any other circumstance in connection with the
Equipment, (ii) the use, operation or performance of any Equipment or any risks
relating to it; (iii) any interruption of service, loss of business or
anticipated profits or consequential damages, or (iv) the delivery, operation,
servicing, maintenance, repair, improvement or replacement of any Equipment. If,
and so long as, no default exists under this Agreement, Lessee shall be, and
hereby is, authorized during the term of this Agreement to assert and enforce,
whatever claims and rights Lessor may have against any Supplier of the Equipment
at Lessee's sole cost and expense, in the name of and for the account of Lessor
and/or Lessee, as their interests may appear.
15. REPRESENTATIONS AND WARRANTIES OF LESSEE: Lessee makes each of the
following representations and warranties to Lessor on the date hereof and on the
date of execution of each Schedule:
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(a) Lessee has adequate power and capacity to enter into, and perform
under, this Agreement and all related documents (together, the "DOCUMENTS").
Lessee is duly qualified to do business wherever necessary to carry on its
present business and operations, including the jurisdictions) where the
Equipment is or is to be located.
(b) The Documents have been duly authorized, executed and delivered by
Lessee and constitute valid, legal and binding agreements, enforceable in
accordance with their terms, except to the extent that the enforcement of
remedies may be limited under applicable bankruptcy and insolvency laws.
(c) No approval, consent or withholding of objections is required from
any governmental authority or entity with respect to the entry into or
performance by Lessee of the Documents except such as have already been
obtained.
(d) The entry into and performance by Lessee of the Documents will not:
(i) violate any judgment, order, law or regulation applicable to Lessee or any
provision of Lessee's Certificate of Incorporation or bylaws; or (ii) result in
any breach of, constitute a default under or result in the creation of any lien,
charge, security interest or other encumbrance upon any Equipment pursuant to
any indenture, mortgage, deed of trust, bank loan or credit agreement or other
instrument (other than this Agreement) to which Lessee is a party.
(e) There are no suits or proceedings pending or threatened in court or
before any commission, board or other administrative agency against or affecting
Lessee, which if decided against Lessee will have a material adverse effect on
the ability of Lessee to fulfill its obligations under this Agreement.
(f) The Equipment accepted under any Certificate of Acceptance is and
will remain tangible personal property.
(g) Each financial statement delivered to Lessor has been prepared in
accordance with generally accepted accounting principles consistently applied
except in the case of unaudited financial statements, for the absence of
footnotes. Since the date of the most recent financial statement, there has been
no material adverse change in the business, operations or condition (financial
or otherwise) of the Lessee.
(h) Lessee is and will be at all times validly existing and in good
standing under the laws of the State of its incorporation (specified in the
first sentence of this Agreement).
(i) The Equipment will at all times be used for commercial or business
purposes.
16. OWNERSHIP FOR TAX PURPOSES, GRANT OF SECURITY INTEREST; USURY SAVINGS:
(a) For income tax purposes, the parties hereto agree that it is their
mutual intention that Lessee shall be considered the owner of the Equipment.
Accordingly, Lessor agrees (i) to treat Lessee as the owner of the Equipment on
its federal income tax return, (ii) not to take actions or positions
inconsistent with such treatment on or with respect to its federal income tax
return, and (iii) not to claim any tax benefits available to an owner of the
Equipment on or with respect to its federal income tax return. The foregoing
undertakings by Lessor shall not be violated by Lessor's taking a tax position
inconsistent with the foregoing sentence to the extent such a position is
required by law or is taken through inadvertence so long as such inadvertent tax
position is reversed by Lessor promptly upon its discovery. Lessor shall in no
event be liable to Lessee if Lessee fails to secure any of the tax benefits
available to the owner of the Equipment.
(b) Lessee hereby grants to Lessor a first security interest in the
Equipment, together with all additions, attachments, accessions, accessories and
accessions thereto whether or not furnished by the Supplier of the Equipment and
any and all substitutions, replacements or exchanges therefor, and any and all
insurance and/or other proceeds of the property in and against which a security
interest is granted hereunder. Notwithstanding anything to the contrary
contained elsewhere in this Agreement, to the extent that Lessor asserts a
purchase money security interest in any items of Equipment ("PMSI EQUIPMENT"):
(i) the PMSI Equipment shall secure only those sums which have been advanced by
Lessor for the purchase of the PMSI Equipment, or the acquisition of rights
therein, or the use thereof (the "PMSI INDEBTEDNESS"), and (ii) no other
Equipment shall secure the PMSI Indebtedness.
(c) It is the intention of the parties hereto to comply with any
applicable usury laws to the extent that any Schedule is determined to be
subject to such laws; accordingly, it is agreed that, notwithstanding any
provision to the contrary in any Schedule or this Agreement, in no event shall
any Schedule require the payment or permit the collection of interest in excess
of the maximum amount permitted by applicable law. If any such excess interest
is contracted for, charged or received under any Schedule or this Agreement, or
in the event that all of the principal balance shall be prepaid, so that under
any of such circumstances the amount of interest contracted for, charged or
received under any Schedule or this Agreement shall exceed the maximum amount of
interest permitted by applicable law, then in such event (i) the provisions of
this paragraph shall govern and control, (ii) neither Lessee nor any other
person or entity now or hereafter liable for the payment hereof shall be
obligated to pay the amount of such interest to the extent that it is in excess
of the maximum amount of interest permitted by applicable law, (iii) any such
excess which may have been collected shall be either applied as a credit against
the then unpaid principal balance or refunded to Lessee, at the option of the
Lessor, and (iv) the effective rate of interest shall be automatically reduced
to the maximum lawful contract rate allowed under applicable law as now or
hereafter construed by the courts having jurisdiction thereof. It is further
agreed that without limitation of the foregoing, all calculations of the rate of
interest contracted for, charged or received under any Schedule or this
Agreement which are made for the purpose of determining whether such rate
exceeds the maximum lawful contract rate, shall be made, to the extent
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permitted by applicable law, by amortizing, prorating, allocating and spreading
in equal parts during the period of the full stated term of the indebtedness
evidenced hereby, all interest at any time contracted for, charged or received
from Lessee or otherwise by Lessor in connection with such indebtedness;
provided, however, that if any applicable state law is amended or the law of the
United States of America preempts any applicable state law, so that it becomes
lawful for Lessor to receive a greater interest per annum rate than is presently
allowed, the Lessee agrees that, on the effective date of such amendment or
preemption, as the case may be, the lawful maximum hereunder shall be increased
to the maximum interest per annum rate allowed by the amended state law or the
law of the United States of America.
17. EARLY TERMINATION:
(a) On or after the First Termination Date (specified in the applicable
Schedule), Lessee may, so long as no default exists hereunder, terminate this
Agreement as to all (but not less than all) of the Equipment on such Schedule as
of a rent payment date ("TERMINATION DATE"). Lessee must give Lessor at least
ninety (90) days prior written notice of the termination.
(b) Lessee shall, and Lessor may, solicit cash bids for the Equipment on
an AS IS, WHERE IS BASIS without recourse to or warranty from Lessor, express or
implied ("AS IS BASIS"). Prior to the Termination Date, Lessee shall (i) certify
to Lessor any bids received by Lessee and (ii) pay to Lessor (A) the Termination
Value (calculated as of the Termination Date) for the Equipment, and (B) all
rent and other sums due and unpaid as of the Termination Date.
(c) If all amounts due hereunder have been paid on the Termination Date,
Lessor shall (i) sell the Equipment on an AS IS BASIS for cash to the highest
bidder and (ii) refund the proceeds of such sale (net of any related expenses)
to Lessee up to the amount of the Termination Value. If such sale is not
consummated, no termination shall occur and Lessor shall refund the Termination
Value (less any expenses incurred by Lessor) to Lessee.
(d) Notwithstanding the foregoing, Lessor may elect by written notice, at
any time prior to the Termination Date, not to sell the Equipment. In that
event, on the Termination Date Lessee shall (i) return the Equipment (in
accordance with Section 9) and (ii) pay to Lessor all amounts required under
Section 17(b) less the amount of the highest bid certified by Lessee to Lessor.
18. EARLY PURCHASE OPTION:
(a) Lessee may purchase on an AS IS BASIS all (but not less than all) of
the Equipment on any Schedule on any Rent Payment Date after the First
Termination Date specified in the applicable Schedule but prior to the last Rent
Payment Date of such Schedule (the "EARLY PURCHASE DATE"), for a price equal to
(i) the Termination Value (calculated as of the Early Purchase Date) for the
Equipment, and (ii) all rent and other sums due and unpaid as of the Early
Purchase Date (the "EARLY OPTION PRICE"), plus all applicable sales taxes.
Lessee must notify Lessor of its intent to purchase the Equipment in writing at
least thirty (30) days, but not more than two hundred seventy (270) days, prior
to the Early Purchase Date. If Lessee is in default or if the Schedule or this
Agreement has already been terminated, Lessee may not purchase the Equipment.
(The purchase option granted by this subsection shall be referred to herein as
the "EARLY PURCHASE OPTION").
(b) If Lessee exercises its Early Purchase Option, then on the Early
Purchase Date, Lessee shall pay to Lessor any rent and other sums due and unpaid
on the Early Purchase Date and Lessee shall pay the Early Option Price, plus all
applicable sales taxes, to Lessor in cash.
19. END OF LEASE PURCHASE OPTION: Lessee may, at lease expiration, purchase
all (but not less than all) of the Equipment on any Schedule on an AS IS BASIS
for cash equal to the amount indicated on such Schedule (the "OPTION PAYMENT"),
plus all applicable sales taxes. The Option Payment, plus all applicable sales
taxes, shall be due and payable in immediately available funds on the expiration
date of such Schedule. Lessee must notify Lessor of its intent to purchase the
Equipment in writing at least one hundred eighty (180) days prior to the
expiration date of the Schedule. If Lessee is in default, or if the Schedule or
this Agreement has already been terminated, Lessee may not purchase the
Equipment.
20. MISCELLANEOUS:
(a) LESSEE AND LESSOR UNCONDITIONALLY WAIVE THEIR RIGHTS TO A JURY TRIAL
OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS AGREEMENT, ANY
OF THE RELATED DOCUMENTS, ANY DEALINGS BETWEEN LESSEE AND LESSOR RELATING TO THE
SUBJECT MATTER OF THIS TRANSACTION OR ANY RELATED TRANSACTIONS, AND/OR THE
RELATIONSHIP THAT IS BEING ESTABLISHED BETWEEN LESSEE AND LESSOR. THE SCOPE OF
THIS WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY
BE FILED IN ANY COURT. THIS WAIVER IS IRREVOCABLE. THIS WAIVER MAY NOT BE
MODIFIED EITHER ORALLY OR IN WRITING. THE WAIVER ALSO SHALL APPLY TO ANY
SUBSEQUENT AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS AGREEMENT,
ANY RELATED DOCUMENTS, OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING TO THIS
TRANSACTION OR ANY RELATED TRANSACTION. THIS AGREEMENT MAY BE FILED AS A WRITTEN
CONSENT TO A TRIAL BY THE COURT.
<PAGE> 7
(b) Any cancellation or termination by Lessor of this Agreement, any
Schedule, supplement or amendment hereto, or the lease of any Equipment
hereunder shall not release Lessee from any then outstanding obligations to
Lessor hereunder. All Equipment shall at all times remain personal property even
though it may be attached to real property. The Equipment shall not become part
of any other property by reason of any installation in, or attachment to, other
real or personal property.
(c) Time is of the essence of this Agreement. Lessor's failure at any
time to require strict performance by Lessee of any of the provisions hereof
shall not waive or diminish Lessor's right at any other time to demand strict
compliance with this Agreement. Lessee agrees, upon Lessor's request, to execute
any instrument necessary or expedient for filing, recording or perfecting the
interest of Lessor. All notices required to be given hereunder shall be deemed
adequately given if sent by registered or certified mail to the addressee at its
address stated herein, or at such other place as such addressee may have
specified in writing. This Agreement and any Schedule and Annexes thereto
constitute the entire agreement of the parties with respect to the subject
matter hereof. NO VARIATION OR MODIFICATION OF THIS AGREEMENT OR ANY WAIVER OF
ANY OF ITS PROVISIONS OR CONDITIONS, SHALL BE VALID UNLESS IN WRITING AND SIGNED
BY AN AUTHORIZED REPRESENTATIVE OF THE PARTIES HERETO.
(d) If Lessee does not comply with any provision of this Agreement,
Lessor shall have the right, but shall not be obligated, to effect such
compliance, in whole or in part. All reasonable amounts spent and obligations
incurred or assumed by Lessor in effecting such compliance shall constitute
additional rent due to Lessor. Lessee shall pay the additional rent within five
days after the date Lessor sends notice to Lessee requesting payment. Lessor's
effecting such compliance shall not be a waiver of Lessee's default.
(e) Any rent or other amount not paid to Lessor when due shall bear
interest, from the due date until paid, at the lesser of eighteen percent (18%)
per annum or the maximum rate allowed by law. Any provisions in this Agreement
and any Schedule that are in conflict with any statute, law or applicable rule
shall be deemed omitted, modified or altered to conform thereto.
(f) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER SHALL IN ALL RESPECTS BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH,
THE INTERNAL LAWS OF THE STATE OF CONNECTICUT (WITHOUT REGARD TO THE CONFLICT OF
LAWS PRINCIPLES OF SUCH STATE), INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY
AND PERFORMANCE, REGARDLESS OF THE LOCATION OF THE EQUIPMENT.
(g) Any cancellation or termination by Lessor, pursuant to the provisions
of this Agreement, any Schedule, supplement or amendment hereto, of the lease of
any Equipment hereunder, shall not release Lessee from any then outstanding
obligations to Lessor hereunder.
(h) To the extent that any Schedule would constitute chattel paper, as
such term is defined in the Uniform Commercial Code as in effect in any
applicable jurisdiction, no security interest therein may be created through the
transfer or possession of this Agreement in and of itself without the transfer
or possession of the original of a Schedule executed pursuant to this Agreement
and incorporating this Agreement by reference; and no security interest in this
Agreement and a Schedule may be created by the transfer or possession of any
counterpart of the Schedule other than the original thereof, which shall be
identified as the document marked Original and all other counterparts shall be
marked Duplicate.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Agreement to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
By: /s/ JOHN EDEL By: /s/ WILLIAM D. YOUNG
--------------------------------- -------------------------------------
Name: JOHN EDEL Name: WILLIAM D. YOUNG
------------------------------- -----------------------------------
Title: SRM Title: Chairman & CEO
------------------------------ ----------------------------------
<PAGE> 8
EQUIPMENT SCHEDULE
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 001
DATED THIS DEC 29, 2000
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 14, 2000
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
------------------------- -------------------------
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
401 MERRITT 7 2ND FLOOR 270 EAST GRAND AVENUE
NORWALK, CT 06856 SOUTH SAN FRANCISCO, CA 94080
This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("AGREEMENT", said Agreement and this Schedule being collectively referred to as
"LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.
A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor
agrees to lease to Lessee the Equipment described below (the "EQUIPMENT").
<TABLE>
<CAPTION>
NUMBER CAPITALIZED
OF UNITS LESSOR'S COST MANUFACTURER SERIAL NUMBERS YEAR/MODEL AND TYPE OF EQUIPMENT
----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$258,062 99 Quality Systems Installations, LTD Various Office Furniture
</TABLE>
SEE EXHIBIT A ATTACHED HERETO AND MADE APART HEREOF.
Equipment Location: 345 Oyster Point, South San Francisco, San Mateo County, CA
94080
B. FINANCIAL TERMS
<TABLE>
<S> <C>
1 Advance Rent (if any): $8,658.02 6. Lessee Federal Tax ID No.: 943234475.
2. Capitalized Lessor's Cost: $258,062.99 7. Last Delivery Date: 12/29/00.
3. Basic Term (No. of Months): 36 Months. 8. Daily Lease Rate Factor: .11183.
4. Basic Term Lease Rate Factor: 3.355002. 9. Interest Rate: 12.00% per annum.
5. Basic Term Commencement Date: 12/29/00. 10. Option Payment: $ 101.00
</TABLE>
11. First Termination Date. THIRTY-SIX (36) months after the Basic Term
Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement
Date to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee shall
pay as rent ("INTERIM RENT") for each unit of Equipment, interest for the
Interim Period. Interim Rent shall be due on N/A.
13. Basic Term Rent. Commencing on DEC 29, 2000 and on the same day of each
month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term,
Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic Term
Lease Rate Factor times the Capitalized Lessor's Cost of all Equipment on
this Schedule.
14. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market value of
the Equipment on the date hereof.
C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
<PAGE> 9
D. PROPERTY TAX
APPLICABLE TO EQUIPMENT LOCATED IN CALIFORNIA: Lessee agrees that
it will (a) list all such Equipment, (b) report all property taxes
assessed against such Equipment and (c) pay all such taxes when
due directly to the appropriate taxing authority until Lessor
shall otherwise direct in writing. Upon request of Lessor, Lessee
shall promptly provide proof of filing and proof of payment to
Lessor.
Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. ARTICLE 2A NOTICE
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL CODE
AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING
DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S)
SUPPLYING THE EQUIPMENT IS QUALITY SYSTEMS INSTALLATIONS, LTD (THE
"SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES, INCLUDING
THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S), WHICH IS
SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH
LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY
COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF
SUCH PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF THEM
OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES
ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY
RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR
MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION
OF THE AGREEMENT.
F. STIPULATED LOSS AND TERMINATION VALUE TABLE*
SEE EXHIBIT B ATTACHED HERETO AND MADE APART HEREOF.
*The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be the Capitalized Lessor's Cost of such unit multiplied by the
appropriate percentage derived from the above table. In the event that
the Lease is for any reason extended, then the last percentage figure
shown above shall control throughout any such extended term.
G. PAYMENT AUTHORIZATION
You are hereby irrevocably authorized and directed to deliver and apply the
proceeds due under this Schedule as follows:
<TABLE>
<CAPTION>
COMPANY NAME ADDRESS AMOUNT
----------------------------------------------------------------------------------------------------------
<S> <C> <C>
Virologic, Inc. 270 East Grand Avenue, South San Francisco, CA 94080 $215,704 79
Quality Systems
Installations, LTD 137 Utah Avenue, South San Francisco, CA 94080 $ 42,358.20
</TABLE>
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE, LESSEE
HEREBY CERTIFIES AND WARRANTS THAT (i) ALL EQUIPMENT LISTED ABOVE IS IN GOOD
CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE) AS OF
THE DATE STATED ABOVE AND IN WORKING ORDER; (ii) LESSEE HAS INSPECTED THE
EQUIPMENT, AND ALL SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY
LESSEE, SUPPLIER OR THE MANUFACTURER; AND (iii) LESSEE ACCEPTS THE EQUIPMENT FOR
ALL PURPOSES OF THE LEASE AND ALL ATTENDANT DOCUMENTS.
LESSEE DOES FURTHER CERTIFY THAT AS OF THE DATE HEREOF (i) LESSEE IS NOT IN
DEFAULT UNDER THE LEASE; AND (ii) THE REPRESENTATIONS AND WARRANTIES MADE BY
LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF.
<PAGE> 10
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
By: /s/ JOHN EDEL By: /s/ WILLIAM D. YOUNG
--------------------------------- -------------------------------------
Name: John Edel Name: William D. Young
------------------------------- -----------------------------------
Title: SRM Title: Chairman & CEO
------------------------------ ----------------------------------
<PAGE> 11
VIROLOGIC, INC.
COMPANY NAME VIROLOGIC, INC.
EQUIPMENT LOCATION: 345 OYSTER POINT
SOUTH SAN FRANCISCO, CA 94080
<TABLE>
<CAPTION>
Equip Unit Ext. Invoice
Item # Supplier Code Description T Serial # Price Price Total
------ -------- ----- ----------- - -------- ----- ----- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1 QSI FURN Herman Miller AO Stations 101 1,820.00 183,820.00
FURN Lateral Files 18 230.00 4,140.00
FURN Main Task Chairs 100 225.00 22,500.00
FURN 34 Guest Chairs & 68 Lunch Chairs 102 48.00 4,896.00
FURN Conference Room Chairs 38 115.00 4,370.00
FURN Large Conference Table 1 1,680.00 1,680.00
SOFT 6 Months of storage until building is ready (option) 1 18,400.00 18,400.00
SOFT Tax 8.25% 1 18,256.99 18,256.99 $258,062.99
==================================================================================================================================
FUNDING TOTAL $258,062.99
</TABLE>
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
(LESSOR) (LESSEE)
/s/ JOHN EDEL /s/ WILLIAM D. YOUNG
------------------------- -------------------------
Page 1
<PAGE> 12
EXHIBIT B
G.E. CAPITAL CORPORATION
<TABLE>
<CAPTION>
stipulated
termination loss
payment value value
number % of cost % of cost
------- ----------- -----------
<S> <C> <C>
1 99.645 103.586
2 97.376 101.235
3 95.081 98.860
4 92.761 96.458
5 90.414 94.031
6 88.042 91.577
7 85.642 89.096
8 83.216 86.589
9 80.762 84.054
10 78.281 81.491
11 75.771 78.901
12 73.234 76.283
13 70.668 73.636
14 68.073 70.960
15 65.450 68.255
16 62.796 65.521
17 60.113 62.756
18 57.400 59.962
19 54.656 57.137
20 51.881 54.281
21 49.076 51.395
22 46.238 48.476
23 43.369 45.526
24 40.468 42.543
25 37.534 39.528
26 34.567 36.480
27 31.566 33.399
28 28.532 30.284
29 25.464 27.134
30 22.362 23.951
31 19.224 20.732
32 16.051 17.478
33 12.843 14.189
34 9.599 10.863
35 6.318 7.502
36 3.000 4.103
</TABLE>
Page 1
<PAGE> 13
EQUIPMENT SCHEDULE
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 002
DATED THIS DEC. 29, 2000
TO MASTER LEASE AGREEMENT
DATED AS OF August 14, 2000
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
------------------------- -------------------------
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
401 MERRITT 7 2ND FLOOR 270 EAST GRAND AVENUE
NORWALK, CT 06856 SOUTH SAN FRANCISCO, CA 94080
This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("AGREEMENT", said Agreement and this Schedule being collectively referred to as
"LEASE"). This Schedule, incorporating by reference the Agreement, constitutes a
separate instrument of lease.
A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees to
lease to Lessee the Equipment described below (the "EQUIPMENT")
<TABLE>
<CAPTION>
NUMBER CAPITALIZED
OF UNITS LESSOR'S COST MANUFACTURER SERIAL NUMBERS YEAR/MODEL AND TYPE OF EQUIPMENT
-------- ------------- ------------------------------------------------------------
<S> <C> <C>
$746,776.37
</TABLE>
SEE EXHIBIT A ATTACHED HERETO AND MADE APART HEREOF.
Equipment Location: 345 Oyster Point, South San Francisco, San Mateo County, CA
94080
B. FINANCIAL TERMS
<TABLE>
<S> <C>
1. Advance Rent (if any): $25,054.36 6. Lessee Federal Tax ID No.: 943234475.
2. Capitalized Lessor's Cost: $746,776.37 7. Last Delivery Date: 12/29/00.
3. Basic Term (No. of Months): 36 Months. 8. Daily Lease Rate Factor: .11183.
4. Basic Term Lease Rate Factor: 3.355002 9. Interest Rate: 12.00% per annum.
5. Basic Term Commencement Date: 12/29/00. 10. Option Payment: $ 101.00
</TABLE>
11. First Termination Date. THIRTY-SIX (36) months after the Basic Term
Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement
Date to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee
shall pay as rent ("INTERIM RENT") for each unit of Equipment, interest
for the Interim Period. Interim Rent shall be due on N/A.
13. Basic Term Rent. Commencing on DEC. 29, 2000 and on the same day of each
month thereafter (each, a "RENT PAYMENT DATE") during the Basic Term,
Lessee shall pay as rent ("BASIC TERM RENT") the product of the Basic
Term Lease Rate Factor times the Capitalized Lessor's Cost of all
Equipment on this Schedule.
14. Lessee agrees and acknowledges that the Capitalized Lessor's Cost of the
Equipment as stated on the Schedule is equal to the fair market value of
the Equipment on the date hereof.
C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
<PAGE> 14
D. PROPERTY TAX
APPLICABLE TO EQUIPMENT LOCATED IN CALIFORNIA: Lessee agrees that it
will (a) list all such Equipment, (b) report all property taxes assessed
against such Equipment and (c) pay all such taxes when due directly to
the appropriate taxing authority until Lessor shall otherwise direct in
writing. Upon request of Lessor, Lessee shall promptly provide proof of
filing and proof of payment to Lessor.
Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. ARTICLE 2A NOTICE
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM
COMMERCIAL CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES
THE FOLLOWING DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE,
(A) THE PERSON(S) SUPPLYING THE EQUIPMENT IS QUALITY SYSTEMS
INSTALLATIONS, LTD (THE "SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE
PROMISES AND WARRANTIES, INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO
THE LESSOR BY SUPPLIER(S), WHICH IS SUPPLYING THE EQUIPMENT IN
CONNECTION WITH OR AS PART OF THE CONTRACT BY WHICH LESSOR ACQUIRED THE
EQUIPMENT AND (C) WITH RESPECT TO SUCH EQUIPMENT, LESSEE MAY COMMUNICATE
WITH SUPPLIER(S) AND RECEIVE AN ACCURATE AND COMPLETE STATEMENT OF SUCH
PROMISES AND WARRANTIES, INCLUDING ANY DISCLAIMERS AND LIMITATIONS OF
THEM OR OF REMEDIES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, LESSEE
HEREBY WAIVES ANY AND ALL RIGHTS AND REMEDIES CONFERRED UPON A LESSEE IN
ARTICLE 2A AND ANY RIGHTS NOW OR HEREAFTER CONFERRED BY STATUTE OR
OTHERWISE WHICH MAY LIMIT OR MODIFY ANY OF LESSOR'S RIGHTS OR REMEDIES
UNDER THE DEFAULT AND REMEDIES SECTION OF THE AGREEMENT.
F. STIPULATED LOSS AND TERMINATION VALUE TABLE*
SEE EXHIBIT D ATTACHED HERETO AND MADE APART HEREOF.
*The Stipulated Loss Value or Termination Value for any unit of
Equipment shall be the Capitalized Lessor's Cost of such unit multiplied
by the appropriate percentage derived from the above table. In the event
that the Lease is for any reason extended, then the last percentage
figure shown above shall control throughout any such extended term.
G. PAYMENT AUTHORIZATION
You are hereby irrevocably authorized and directed to deliver and apply
the proceeds due under this Schedule as follows:
<TABLE>
<CAPTION>
COMPANY NAME ADDRESS AMOUNT
------------------------------------------------------------------------------------------
<S> <C> <C>
Virologic, Inc 270 East Grand Avenue, South San Francisco, CA 94080 $746,776.37
</TABLE>
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE, LESSEE
HEREBY CERTIFIES AND WARRANTS THAT (i) ALL EQUIPMENT LISTED ABOVE IS IN GOOD
CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE) AS OF
THE DATE STATED ABOVE AND IN WORKING ORDER; (ii) LESSEE HAS INSPECTED THE
EQUIPMENT, AND ALL SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY
LESSEE, SUPPLIER OR THE MANUFACTURER; AND (iii) LESSEE ACCEPTS THE EQUIPMENT FOR
ALL PURPOSES OF THE LEASE AND ALL ATTENDANT DOCUMENTS.
LESSEE DOES FURTHER CERTIFY THAT AS OF THE DATE HEREOF (i) LESSEE IS NOT IN
DEFAULT UNDER THE LEASE; AND (ii) THE REPRESENTATIONS AND WARRANTIES MADE BY
LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF.
<PAGE> 15
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding or
effective with respect to the Agreement or Equipment until executed on behalf of
Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
By: /s/ JOHN EDEL By: /s/ W. D. YOUNG
--------------------------------- ---------------------------------
Name: John Edel Name: W. D. Young
------------------------------- -------------------------------
Title: SRM Title: CEO
------------------------------ ------------------------------
<PAGE> 16
VIROLOGIC, INC.
EXHIBIT A
COMPANY NAME VIROLOGIC INC.
EQUIPMENT 345 OYSTER POINT
SOUTH SAN FRANCISCO, CA 94080
<TABLE>
<CAPTION>
EQUIP UNIT EXT.
ITEM # SUPPLIER CODE DESCRIPTION QTY SERIAL # PRICE PRICE
------ -------- ------ ----------- --- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
1 KNOX COMPANY FURN Document Storage Cabinet 1 325.00 325.00
SOFT Shipping and Handling 1 10.00 10.00
SOFT Tax 7.25% 1 23.56 23.56
---------------------------------------------------------------------------------------------------------------------------------
2 TESTING ENGINEERS SOFT Sample/Tag Steel-OT Saturday 8 88.00 704.00
SOFT Visual Shop Inspection 1 68.00 272.00
SOFT Show-up, job cancelled 2 68.00 136.00
SOFT Visual Shop Inspection 4 68.00 272.00
SOFT Show-up, job cancelled 2 68.00 136.00
---------------------------------------------------------------------------------------------------------------------------------
3 QIAGEN INC. FURN Plate Rotor 2 X 96 1 1,577.00 1,577.00
SOFT Tax 8.25% 1 130.10 130.10
---------------------------------------------------------------------------------------------------------------------------------
4 MILIPORE CORPORATION FURN 4 Bowl Super-Q + 115v 60HZ 1 8,516.15 8,516.15
FURN Carbon Cart 22 in 3/Pk. 1 334.05 354.05
FURN 22" Organex-Q Cartridge TP 1 192.10 192.10
FURN MU60 10K MW UF for Super-Q 1 80.55 80.55
FURN Durapore 0.2um 10" CD0 Viton O-ring 1 334.05 354.05
FURN Super Q UF Modification Kit 1 324.70 324.70
FURN 10/12 PP Housing W Bracket 1 237.15 237.15
FURN PP+PL housing Fitting Kit 1 86.70 86.70
FURN Pressure Reg-PVC 1/2 NPT 1 477.70 477.70
FURN Check Valve-PVC 1/2 NPT 1 95.20 95.20
FURN SST Permeare Valve 1/4" 1 122.40 122.40
FURN SOL Valve Coil 115V 60 HZ 1 12.75 12.75
FURN SO Lenoid Valve Connector 1 5.95 5.95
FURN Solenoid Valve Mounting Kit 1 7.65 7.65
SOFT Freight Charges 1 120.04 120.04
SOFT Tax 8.31% 1 1,025.91 1,025.91
---------------------------------------------------------------------------------------------------------------------------------
5 ISEC LABORATORIES SVCS SOFT Storage first 2 weeks 1 2,000.00 2,000.00
SOFT .45 Per Square foot per month 1 810.00 810.00
SOFT Unload manpower @ $58.00 per hour 1 5,568.00 5,568.00
SOFT Truck Rental 1 1,000.00 1,000.00
---------------------------------------------------------------------------------------------------------------------------------
6 BECKMAN COULTER FURN R-Z1 Threshold Packed type Spit 2 AD31230,AD31235 12,697.50 25,395.00
FURN Z pack Starter Kit Type STD 2 433.00 866.00
SOFT Delivery System/Integration 1 395.00 395.00
SOFT Tax 8.25% 1 2,199.12 2,199.12
</TABLE>
<TABLE>
<CAPTION>
INVOICE VENDER
ITEM # TOTAL TOTAL PO # INVOICE # INV. DATE CK. # CK. AMT.
------ -------- ------ --- --------- --------- ----- --------
<S> <C> <C> <C> <C> <C> <C> <C>
1 $358.56 $358.56 N/A N/A 9/27/00 10976 358.56
-------------------------------------------------------------------------------------------------------------------
2 $1,520.00 $1,520.00 N/A 20005510-IN 8/18/00 11002 1,520.00
-------------------------------------------------------------------------------------------------------------------
3 $1,707.10 $1,707.10 57004 90473477 8/23/00 10880 3,449.93
-------------------------------------------------------------------------------------------------------------------
4 $13,581.25 $13,581.25 61474 2671726 9/14/00 11086 12,581.25
-------------------------------------------------------------------------------------------------------------------
5 $9,378.00 $9,378.00 N/A N/A 9/20/00 10974 9,378.00
-------------------------------------------------------------------------------------------------------------------
6 $28,855.12 $28,855.12 60993 599139FL01A 9/1/00 10948 28,855.12
</TABLE>
Page 1
<PAGE> 17
VIROLOGIC, INC.
COMPANY NAME VIROLOGIC INC.
EQUIPMENT 345 OYSTER POINT
SOUTH SAN FRANCISCO, CA 94080
<TABLE>
<CAPTION>
EQUIP UNIT EXT.
ITEM # SUPPLIER CODE DESCRIPTION QTY SERIAL # PRICE PRICE
------ -------- ------ ----------- --- -------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
7 ACME SCALE CO. FURN 3'X3' 1000# FLOOR SCALE 1 10973451HB 4,115.00 4,115.00
FURN MT 3' MILD STEEL RAMP 1
FURN MT PANTHER INDICATOR 1 51583845HB
SOFT INSTALLATION CHARGE 1 500.00 500.00
SOFT FACTORY FRT-FG EACH 1 135.28 135.28
SOFT TAX 7.4%
-------------------------------------------------------------------------------------------------------------
8 BELLCO GLASS, INC. FURN ROLL-IN INCUBATOR 1 4,243/05 4,243.05
. FURN FOLLER APPARATUS 1 4,295.95 4,295.95
FURN TEMP RECORDER 1 858.05 858.05
FURN TEMPERATURE ALARM 1 324.95 324.95
SOFT SHIPPING CHARGES 1 1,353.64 1,353.64
SOFT TAX 8.25% 1 802.07 802.07
-------------------------------------------------------------------------------------------------------------
9 FORMA SCIENTIFIC, INC FURN CONSOLE INCUBATOR SHAKER 1 6,960.00 6,960.00
FURN 18 X 29.5 UNIV. PLATFORM 1 542.40 542.40
FURN FLASK CLIP STARTER KIT CI 1 245.60 245.60
FURN TAX 8.25% 1 639.21 639.21
-------------------------------------------------------------------------------------------------------------
10 SAVANT INSTRUMENTS FURN RH2MP ROTOR F/SHALLOW WELL 1 599.00 599.00
SOFT FREIGHT 1 9.35 9.35
SOFT TAX 8.25% 1 49.42 49.42
-------------------------------------------------------------------------------------------------------------
11 SAVANT INSTRUMENTS FURN BASIC INTEGRATED SPDVAC 1 7,039.00 7,039.00
FURN CRYOCOOL, 1 LITER 1
SOFT FREIGHT 1 322.67 322.67
SOFT TAX 8.25% 1 580.72 580.72
-------------------------------------------------------------------------------------------------------------
12 ISEC INCORPORATED FURN FISHER HAMILTON LABORATORY
CASEWORK WITH FUME HOOD 1 296,138.53 296,138.53
FURN TRESPA COUNTER TOPS 1 23,919.00 23,919.00
FURN STAINLESS STEEL SINKS 1 3,572.00 3,572.00
-------------------------------------------------------------------------------------------------------------
13 OP CONTRACT FURN SERIES 2 FINISHED END 53H 43 16.71 718.53
FURN SERIES 2 BASE POWER ADAPTER
KIT W/SIDE C 17 63.00 1,071.00
FURN SHELF, B STYLE 16H 36W 13D 2 63.00 126.00
FURN FLIPPER UNIT, B-STYLE,
FABRIC LOCKING 10 180.00 1,800.00
FURN WALL START 80H 48 17.14 822.72
FURN DRAW ROD 34H BLACK 14 6.43 90.02
-------------------------------------------------------------------------------------------------------------
</TABLE>
XXX
<TABLE>
<CAPTION>
ITEM INVOICE VENDOR CK CK
# TOTAL TOTAL PO # INVOICE # INV DATE # AMT
---- ---------- ----------- ---- --------- -------- ----- --------
<S> <C> <C> <C> <C>
7 $ 5,100.93 $ 5,100.93 6110 47653-IN 9/26/00
---------------------------------------------------------------------------
8 $ 11,877.71 $ 11,877.71 61420 35240 8/24/00
---------------------------------------------------------------------------
9 $ 8,387.21 $ 8,387.21 61433 2959410 9/21/00
---------------------------------------------------------------------------
10 $ 657.77 61473 3313 9/6/00
---------------------------------------------------------------------------
11 $ 7,942.39 $ 8,600.16 61473 32766 8/25/00
---------------------------------------------------------------------------
12 $323,629.53 $323,629.53 61155 1093235 8/17/00
---------------------------------------------------------------------------
13 4,628.27 4,628.27 N/A 1JT06 9/27/00 11011 2,505.05
---------------------------------------------------------------------------
</TABLE>
<PAGE> 18
VIROLOGIC, INC.
COMPANY NAME Virologic, Inc.
EQUIPMENT LOCATION: 345 Oyster Point
San Francisco, CA 94080
<TABLE>
<CAPTION>
EQUIP UNIT EXT.
ITEM # SUPPLIER CODE DESCRIPTION QTY SERIAL # PRICE PRICE
------ -------- ----- ----------- --- -------- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C>
14 AVAYA COMMUNICATION FURN DEFINITY G3SI PHONE SYSTEM 1 173,747.25 173,747.25
FURN CENTRE VU COMPACT CALL CENTER FOR 12 1 34,333.40 34,333.40
AGENTS 0.00
FURN CASWIN CALL ACCOUNTING SYSTEM 1 13,624.00 13,624.00
FURN COMMUNICATION SERVER PROLOGIX 1 46,200.73 46,200.73
SOFT TAX 8.25% 1 22,102.19 22,102.19
15 ARROW SIGN COMPANY FURN INTERNALLY ILLUMINATE STAINLESS STEEL 1 9,285.00 9,285.00
LOGO
16 FRANZ GROUP FURN CONFERENCE TABLE 1 4,245.00 4,245.00
FURN TABLES ROOM 103, 214 2 1,500.00 3,000.00
FURN TABLE ROOM 104 1 2,270.40 2,270.40
FURN TABLE ROOM 201 1 2,150.00 2,150.40
FURN TABLE ROOM 1 1,680.00 1,680.40
FURN ASSEMBLY CHAIRS 200 38.00 7,600.00
FURN LUNCH TABLES 7 292.00 2,044.00
FURN LUNCH TABLES 5 275.00 1,375.00
SOFT SHIPPING 1 3,485.50 3,485.50
SOFT TAX 8.25% 1 2,010.06 2,010.06
TOTAL 716,289.88 746,776.37
</TABLE>
<TABLE>
<CAPTION>
INVOICE VENDOR
ITEM # TOTAL TOTAL PO # INVOICE # INV DATE CK # CK AMT
------ ------- ------ ---- --------- -------- ---- ------
<S> <C> <C> <C> <C> <C> <C> <C>
14 290,007.57 290,007.57 61610 N/A N/A 10803 135,838.00
15 9,285.00 9,285.00 6111 69722 7/27/00 10468 4,642.50
16 29,859.96 29,859.96 61615 N/A N/A 10839 14,929.98
$746,776.37 $746,776.37 215,058.39
</TABLE>
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
(LESSOR) (LESSEE)
/s/ JOHN EDEL /s/ WILLIAM D. YOUNG
----------------------------------- ------------------------------------
Page 3
<PAGE> 19
ANNEX D
TO
SCHEDULE NO. 002
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 14, 2000
STIPULATED LOSS AND TERMINATION VALUE TABLE*
<TABLE>
<CAPTION>
G.E. CAPITAL CORPORATION
<S> <C> <C>
stipulated
termination loss
payment value value
number % of cost % of cost
1 99.645 103.586
2 97.376 101.235
3 95.081 98.860
4 92.761 96.458
5 90.414 94.031
6 88.042 91.577
7 85.642 89.096
8 83.216 86.589
9 80.762 84.054
10 78.281 81.491
11 75.771 78.901
12 73.234 76.283
13 70.668 73.636
14 68.073 70.960
15 65.450 68.255
16 62.796 65.521
17 60.113 62.756
18 57.400 59.962
19 54.656 57.137
20 51.881 54.281
21 49.076 51.395
22 46.238 48.476
23 43.369 45.526
24 40.468 42.543
25 37.534 39.528
26 34.567 36.480
27 31.566 33.399
28 28.532 30.284
29 25.464 27.134
30 22.362 23.951
31 19.224 20.732
32 16.051 17.478
33 12.843 14.189
34 9.599 10.863
35 6.318 7.502
36 3.000 4.103
</TABLE>
Initials: /s/ JOHN EDEL /s/ WILLIAM D. YOUNG
------------------------- -------------------------
Lessor Lessee
* The Stipulated Loss Value or Termination Value for any unit of Equipment shall
be equal to the Capitalized Lessor's Cost of such unit multiplied by the
appropriate percentage derived from the above table. In the event that the Lease
is for any reason extended, then the last percentage figure shown above shall
control throughout any such extended term.
<PAGE> 20
EQUIPMENT SCHEDULE
(Quasi Lease - Fixed Rate)
SCHEDULE NO. 003
DATED THIS DEC. 29, 2000
TO MASTER LEASE AGREEMENT
DATED AS OF AUGUST 14, 2000
LESSOR & MAILING ADDRESS: LESSEE & MAILING ADDRESS:
------------------------- -------------------------
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
401 MERRITT 7 2ND FLOOR 270 EAST GRAND AVENUE
NORWALK, CT 06856 SOUTH SAN FRANCISCO, CA 94080
This Schedule is executed pursuant to, and incorporates by reference the terms
and conditions of, and capitalized terms not defined herein shall have the
meanings assigned to them in, the Master Lease Agreement identified above
("AGREEMENT", said Agreement and this Schedule being collectively referred to
as "LEASE"). This Schedule, incorporating by reference the Agreement,
constitutes a separate instrument of lease.
A. EQUIPMENT: Subject to the terms and conditions of the Lease, Lessor agrees
to lease to Lessee the Equipment described below (the "EQUIPMENT").
<TABLE>
<CAPTION>
NUMBER CAPITALIZED
OF UNITS LESSOR'S COST MANUFACTURER SERIAL NUMBERS YEAR/MODEL AND TYPE OF EQUIPMENT
-------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$362,687.66
</TABLE>
SEE EXHIBIT A ATTACHED HERETO AND MADE APART HEREOF.
Equipment Location: 345 Oyster Point, South San Francisco, San Mateo County, CA
94080.
B. FINANCIAL TERMS
1. Advance Rent (if any): $12,168.18
2. Capitalized Lessor's Cost: $362,687.66
3. Basic Term (No. of Months): 36 Months.
4. Basic Term Lease Rate Factor: 3.55002
5. Basic Term Commencement Date: DEC. 29, 2000.
6. Lessee Federal Tax ID No.: 943234475.
7. Last Delivery Date: DEC. 29, 2000.
8. Daily Lease Rate Factor: .11183.
9. Interest Rate: 12.00% per annum.
10. Option Payment: $101.00
11. First Termination Date: THIRTY-SIX (36) months after the Basic Term
Commencement Date.
12. Interim Rent: For the period from and including the Lease Commencement
Date to the Basic Term Commencement Date ("INTERIM PERIOD"), Lessee
shall pay as rent ("INTERIM RENT") for each unit of Equipment,
interest for the Interim Period. Interim Rent shall be due on N/A.
13. Basic Term Rent. Commencing on DEC. 29, 2000 and on the same day of
each month thereafter (each, a "RENT PAYMENT DATE") during the Basic
Term, Lessee shall pay as rent ("BASIC TERM RENT") the product of the
Basic Term Lease Rate Factor times the Capitalized Lessor's Cost of
all Equipment on this Schedule.
14. Lessee agrees and acknowledged that the Capitalized Lessor's Cost of
the Equipment as stated on the Schedule is equal to the fair market
value of the Equipment on the date hereof.
C. INTEREST RATE: Interest shall accrue from the Lease Commencement Date
through and including the date of termination of the Lease.
<PAGE> 21
D. PROPERTY TAX
APPLICABLE TO EQUIPMENT LOCATED IN CALIFORNIA: Lessee agrees that it
will (a) list all such Equipment, (b) report all property taxes
assessed against such Equipment and (c) pay all such taxes when due
directly to the appropriate taxing authority until Lessor shall
otherwise direct in writing. Upon request of Lessor, Lessee shall
promptly provide proof of filing and proof of payment to Lessor.
Lessor may notify Lessee (and Lessee agrees to follow such notification)
regarding any changes in property tax reporting and payment
responsibilities.
E. ARTICLE 2A NOTICE
IN ACCORDANCE WITH THE REQUIREMENTS OF ARTICLE 2A OF THE UNIFORM COMMERCIAL
CODE AS ADOPTED IN THE APPLICABLE STATE, LESSOR HEREBY MAKES THE FOLLOWING
DISCLOSURES TO LESSEE PRIOR TO EXECUTION OF THE LEASE, (A) THE PERSON(S)
SUPPLYING THE EQUIPMENT IS VARIOUS SUPPLIERS-SEE EXHIBIT A (THE
"SUPPLIER(S)"), (B) LESSEE IS ENTITLED TO THE PROMISES AND WARRANTIES,
INCLUDING THOSE OF ANY THIRD PARTY, PROVIDED TO THE LESSOR BY SUPPLIER(S),
WHICH IS SUPPLYING THE EQUIPMENT IN CONNECTION WITH OR AS PART OF THE
CONTRACT BY WHICH LESSOR ACQUIRED THE EQUIPMENT AND (C) WITH RESPECT TO
SUCH EQUIPMENT, LESSEE MAY COMMUNICATE WITH SUPPLIER(S) AND RECEIVE AN
ACCURATE AND COMPLETE STATEMENT OF SUCH PROMISES AND WARRANTIES, INCLUDING
ANY DISCLAIMERS AND LIMITATIONS OF THEM OR OF REMEDIES. TO THE EXTENT
PERMITTED BY APPLICABLE LAW, LESSEE HEREBY WAIVES ANY AND ALL RIGHTS AND
REMEDIES CONFERRED UPON A LESSEE IN ARTICLE 2A AND ANY RIGHTS NOW OR
HEREAFTER CONFERRED BY STATUTE OR OTHERWISE WHICH MAY LIMIT OR MODIFY ANY
OF LESSOR'S RIGHTS OR REMEDIES UNDER THE DEFAULT AND REMEDIES SECTION OF
THE AGREEMENT.
F. STIPULATED LOSS AND TERMINATION VALUE TABLE*
SEE EXHIBIT D ATTACHED HERETO AND MADE A PART HEREOF.
*The Stipulated Loss Value or Termination Value for any unit of Equipment
shall be the Capitalized Lessor's Cost of such unit multiplied by the
appropriate percentage derived from the above table. In the event that the
Lease is for any reason extended, then the last percentage figure shown
above shall control throughout any such extended term.
G. PAYMENT AUTHORIZATION
You are hereby irrevocably authorized and directed to deliver and apply the
proceeds due under this Schedule as follows:
<TABLE>
<CAPTION>
COMPANY NAME ADDRESS AMOUNT
--------------------------------------------------------------------------------------
<S> <C> <C>
Virologic, Inc. 270 East Grand Avenue, South San Francisco, CA 94080 $362,687.66
</TABLE>
This authorization and direction is given pursuant to the same authority
authorizing the above-mentioned financing.
PURSUANT TO THE PROVISIONS OF THE LEASE, AS IT RELATES TO THIS SCHEDULE, LESSEE
HEREBY CERTIFIES AND WARRANTS THAT (i) ALL EQUIPMENT LISTED ABOVE IS IN GOOD
CONDITION AND APPEARANCE, HAS BEEN DELIVERED AND INSTALLED (IF APPLICABLE) AS OF
THE DATE STATED ABOVE AND IN WORKING ORDER; (ii) LESSEE HAS INSPECTED THE
EQUIPMENT, AND ALL SUCH TESTING AS IT DEEMS NECESSARY HAS BEEN PERFORMED BY
LESSEE, SUPPLIER OR THE MANUFACTURER; AND (iii) LESSEE ACCEPTS THE EQUIPMENT FOR
ALL PURPOSES OF THE LEASE AND ALL ATTENDANT DOCUMENTS.
LESSEE DOES FURTHER CERTIFY THAT AS OF THE DATE HEREOF (i) LESSEE IS NOT IN
DEFAULT UNDER THE LEASE; AND (ii) THE REPRESENTATIONS AND WARRANTIES MADE BY
LESSEE PURSUANT TO OR UNDER THE LEASE ARE TRUE AND CORRECT ON THE DATE HEREOF.
<PAGE> 22
Except as expressly modified hereby, all terms and provisions of the
Agreement shall remain in full force and effect. This Schedule is not binding
or effective with respect to the Agreement or Equipment until executed on
behalf of Lessor and Lessee by authorized representatives of Lessor and Lessee,
respectively.
IN WITNESS WHEREOF, Lessee and Lessor have caused this Schedule to be
executed by their duly authorized representatives as of the date first above
written.
LESSOR: LESSEE:
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
By: JOHN EDEL By: W.D. YOUNG
---------------------- ----------------------
Name: John Edel Name: W.D. Young
-------------------- --------------------
Title: SRM Title: CEO
------------------- -------------------
<PAGE> 23
COMPANY NAME VIROLOGIC, INC.
EQUIPMENT LOCATION: 345 OYSTER POINT
SOUTH SAN FRANCISCO, CA 94080
VIROLOGIC, INC.
EXHIBIT A
<TABLE>
<CAPTION>
Equip
Item Supplier Code Description QTY Serial #
---- -------- ----- ----------- --- --------
<S> <C> <C> <C> <C> <C>
1 TESTING ENGINEERS, INC. SOFT SHOW UP, JOB CANCELLED 2
SOFT FIELD VISUAL STEEL, INSPECTION 4
SOFT FIELD VISUAL STEEL, INSPECTION 4
SOFT FIELD VISUAL STEEL, INSPECTION 4
SOFT CONCRETE INSPECTION 4
SOFT COMP. TEST-CONCRETE #210843 4
SOFT SAMPLE PICKUP ZONE 1
===========================================================================================================
2 CALIFORNIA BUSINESS SYS. FURN MOBILE STORAGE SYS. FL PLAN VIR0994 1
SOFT INSTALLATION 1
SOFT FREIGHT CHARGES 1
SOFT TAX 8.25% 1
===========================================================================================================
3 FORMA SCIENTIFIC, INC. FURN BIO SAFE CAB TT 4DT. SLD 3 40447-01136,
40493-01147,
FURN 1284SERIES ADJUSTSTAND 3
FURN U/V LIGHT 30W BSC 11
FURN EXH TRAN AT/TMBL 3
FURN BIO SAFE CAB TT 6FT. SLD 8
FURN 1286SERIES, ADJUSTSTAND CI 8
SOFT TAX 8.25% 1
===========================================================================================================
4 VWR SCIENTIFIC PRODUCTS FURN 4 X 75 ML RTR ASSMBLY 1
SOFT TAX 8.25% 1
===========================================================================================================
5 FORMA SCIENTIFIC, INC. FURN LAB FRZR 23UR 3 96970-04681,
97304-04784,
FURN RECORDER KIT, FREEZERS 3
FURN INV RACK, 17CFURFZ 2" 81D 30
SOFT TAX 8.25% 1
===========================================================================================================
6 FORMA SCIENTIFIC, INC. FURN CL BENCH CON. 6FTBOTIN SS 3 29881-00511,
29881-00512,
FURN DUPLEX ELEC OUTLET 1839 3
FURN U/V LIGHT 30W 1845 3
SOFT TAX 8.25% 1
===========================================================================================================
7 VWR SCIENTIFIC PRODUCTS FURN OVEN, HORZ AIR FLO VWR220V 1680 1
SOFT TAX 8.25% 1
===========================================================================================================
8 FORMA SCIENTIFIC, INC. FURN REACH IN INC 29CF+60C 4 97053-00204,
97053-00205
97053-00206
97053-00207
FURN CARBOY KIT, 3959 INC 4
SOFT TAX 8.25% 1
===========================================================================================================
9 PELCO SALES & SERVICE FURN TRUE MODEL T-19F FREEZERS 5 2769940, 2769941,
2769945, 2769939,
2769933
FURN TRUE MODEL TUC-27F FREEZER 1 2529355
SOFT TAX 8.25% 1
</TABLE>
<TABLE>
<CAPTION>
Unit Ext. Invoice Vendor
Item Price Price Total Total PO# Invoice # Inv Date Ck# Ck Amt
---- ----- ----- ------- ------- --- --------- -------- --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
1 68.00 136.00
68.00 272.00
68.00 272.00
68.00 272.00
68.00 272.00
21.00 84.00
50.00 50.00 1,358.00 1,358.00 2005572-9N 9/8/00
===================================================================================================
2 17,380.00 17,380.00
9,800.00 9,800.00
1,800.00 1,800.00
1,433.85 1,433.85 30,413.85 30,413.85
===================================================================================================
3 4,236.00 12,708.00
227.00 681.00
145.00 1,595.00
454.75 1,364.25
5,088.00 40,704.00
240.00 1,920.00
4,865.21 4,865.21 63,837.46 63,837.46
===================================================================================================
4 2,880.00 2,880.00
237.60 237.60 3,117.60 3,117.60
===================================================================================================
5 4,895.00 14,685.00
829.60 2,488.80
122.00 3,001.20
1,664.44 1,664.44 21,839.44 21,839.44
===================================================================================================
6 4,148.00 12,444.00
149.00 447.00
151.00 453.00
1,100.88 1,100.88 14,444.88 14,444.88
===================================================================================================
7 4,367.46 4,367.46
360.31 360.31 4,727.77 4,727.77
===================================================================================================
8 7,178.40 28,713.60
65.40 370.60
2,399.44 2,399.44 31,483.64 31,483.64
===================================================================================================
9 1,427.00 7,135.00
1,165.00 1,165.00
684.75 684.75 8,984.75 8,984.75
===================================================================================================
</TABLE>
<PAGE> 24
2
COMPANY NAME VIROLOGIC, INC.
EQUIPMENT LOCATION: 345 OYSTER POINT
SOUTH SAN FRANCISCO, CA 94080
VIROLOGIC, INC.
EXHIBIT A
<TABLE>
<CAPTION>
Equip
Item Supplier Code Description QTY Serial #
---- -------- ----- ----------- --- --------
<S> <C> <C> <C> <C> <C>
10 BECKMAN COULTER FURN MULTIMEK 96 PIPETTOR/200UL STD 120V 1
FURN MULTIMEK PRO SOFTWARE 1
FURN MM TIP HW: TYPE2 TO P50/P200 1
FURN AUTOMATION CONTROLLER NT W/17" MO 1
FURN 2-POSITION LABWARE DECK FOR STACKE 1
SOFT INSURANCE 1
SOFT FREIGHT 1
SOFT TAX 1
============================================================================================================
11 PELCO SALES & SERVICE FURN TRUE MODEL T-19 REFRIGERATOR 1 259855
FURN GE MODEL TBXJAB REF/FREEZER 1 MZ567962
FURN TRUE MODEL GDM-72 COOLER 1 2354095
FURN TAX 8.25% 1
============================================================================================================
12 PELCO SALES & SERVICE FURN SCOTSMAN MODEL AFE325AS-IA ICE FLA 2 331857-02C,
331856-02C
SOFT DELIVERY & INSTALLATION 1
SOFT TAX 8.25% 1
============================================================================================================
13 PACKARD COMPANY FURN PLATESTAK SINGLE DIVING BOARD 425099 1
FURN PLATESTAK SINGLE DIVING BOARD 425100 1
FURN MULTIMEK INTEGRATION KIT 1
FURN MULTIMEK 2-POS DECK PLATE 1
SOFT TAX 8.25% 1
============================================================================================================
13 TECHNICAL INSTRUMENT FURN TS100 MAIN BODY W/BINOC 1
FURN POWER CORD F/X 1
FURN JC6V/30W BULB 1
FURN C-10X WIDEFIELD EYEPIECE 2
FURN TI CELWD ELWD COND. NA 1
FURN 4X CFI ACHRO FLAT FIELD 1
FURN CFI ACRO FLATFIELD 20X 1
FURN 10X CFI ACHRO FLAT FIEL 1
FURN FILTER 45MM BLUE 1
SOFT FREIGHT 1
SOFT TAX 8.25% 1
============================================================================================================
14 QUALITY SYSTEMS INSTALLATIONS SOFT DESIGN LABOR, REGULAR TIME 130
DESIGN LABOR, OVERTIME 4
DESIGN LABOR, DOUBLE TIME 3
CREDIT FOR ORIGINAL DESIGN 1
SOFT MISC. USED PRODUCT 1
TAX 8.25% 1
============================================================================================================
15 VWR SCIENTIFIC PRODUCTS FURN CART, UTIL, 400 LB CAP 17X28.2 1
SOFT TAX 8.25% 1
============================================================================================================
16 VWR SCIENTIFIC PRODUCTS FURN CART, LAB, GLASSWARE 1
CART, 3 SHELF, STNLS STEEL 21X35 1
CART, LAB, PAN 1
SOFT TAX 8.25% 1
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Unit Ext. Invoice Vendor
Item Price Price Total Total PO# Invoice # Inv Date Ck# Ck Amt
---- ----- ----- ------- ------- --- --------- -------- --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
10 45,850.00 45,850.00
5,000.00 5,000.00
1,100.00 1,100.00
3,440.00 3,440.00
800.00 800.00
168.57 168.57
437.00 437.00
4,635.68 4,635.68 61,431.25 61,431.25
===================================================================================================
11 1,296.00 1,296.00
750.00 750.00
2,686.00 2,686.00
390.39 390.39 5,122.39 5,122.39
===================================================================================================
12 2,800.00 5,600.00
480.00 480.00
501.60 501.60 6,581.60 6,581.60
===================================================================================================
13
37,700.00 37,700.00
3,110.25 3,110.25 40,810.25 40,810.25
===================================================================================================
13 2,650.00 2,650.00
12.00 12.00
17.00 17.00
95.00 190.00
169.00 169.00
124.00 124.00
219.00 219.00
151.00 151.00
46.00 46.00
19.82 19.82
295.19 295.19 3,893.01 3,893.01
===================================================================================================
14 125.00 16,250.00
187.50 750.00
250.00 750.00
(3,000.00) (3,000.00)
6,265.00 6,265.00
1,733.74 1,733.74 22,748.74 22,748.74
===================================================================================================
15 276.00 276.00
22.77 22.77 298.77 298.77
===================================================================================================
16 463.25 463.25
522.00 522.00
435.60 435.60
117.23 117.23 1,538.08 1,538.08
===================================================================================================
</TABLE>
<PAGE> 25
3
COMPANY NAME VIROLOGIC, INC.
EQUIPMENT LOCATION: 345 OYSTER POINT
SOUTH SAN FRANCISCO, CA 94080
VIROLOGIC, INC.
EXHIBIT A
<TABLE>
<CAPTION>
Equip
Item Supplier Code Description T Serial #
---- -------- ----- ----------- _ --------
<S> <C> <C> <C> <C> <C>
17 VWR SCIENTIFIC PRODUCTS FURN DOLLY FOR 35742-101 1
SOFT FREIGHT CHARGE 1
SOFT TAX 8.25% 1
============================================================================================================
18 TORREY PINES SCIENTIFIC FURN DIGITAL HEAT/CHILL PLATE 3
SOFT FREIGHT 1
SOFT TAX 8.25% 1
============================================================================================================
19 VWR SCIENTIFIC PRODUCTS FURN TRANSILLUM, DUAL, BNCHTP, VWR115V 1
SOFT FREIGHT 1
SOFT TAX 8.25% 1
============================================================================================================
20 FORMA SCIENTIFIC, INC. FURN LAB INCUBATOR 8
SOFT LIFT GATE DELIVERY CHARGE 1
SOFT TAX 8.25% 1
============================================================================================================
21 FORMA SCIENTIFIC, INC. FURN 2/2 SHELF KT 29 CF INC 54
FREIGHT 1
TAX 8.25% 1
============================================================================================================
22 AMERITALIA SALES FURN CARIMALI BETA AUTOMATIC SPRESSO MA 1
CARIMALI EXPRESSO GRINDER 1
EVERPURE WATER SOFTNER CARTRIDGE 1
HEAVY DUTY DUMP BOX 1
40 OZ STAINLESS STEEL STEAM PITCHER 1
32 OZ STAINLESS STEEL STEAM PITCHER 1
TAX 8.25% 1
============================================================================================================
23 VWR SCIENTIFIC PRODUCTS FURN CARBOY LOWBOY PP AUTODLAVE 15L 2
TAX 8.25% 1
============================================================================================================
</TABLE>
<TABLE>
<CAPTION>
Unit Ext. Invoice Vendor
Item Price Price Total Total PO# Invoice Inv Date Ck# Ck Amt
---- ----- ----- ------- ------- --- ------- -------- --- ------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
17 111.54 111.54
10.89 10.89
9.21 9.21 131.64 131.64
===================================================================================================
18 795.00 2,385.00
17.26 17.26
196.76 196.76 2,599.02 2,599.02
===================================================================================================
19 908.24 908.24
7.46 7.46
74.93 74.93 990.63 990.63
====================================================================================================
20 2,841.00 22,808.00
90.00 90.00
1,889.09 1,889.09 24,787.09 24,787.09
====================================================================================================
21 108.56 5,862.24
608.70 608.70
483.63 483.63 6,954.57 6,954.57
====================================================================================================
22 3,150.00 3,150.00
580.00 580.00
180.00 180.00
46.00 46.00
22.00 22.00
18.00 18.00
330.00 330.00 4,326.00 4,326.00
====================================================================================================
23 123.43 246.86
20.37 20.37 267.23 267.23
====================================================================================================
######### 362,687.66 362,687.66 362,687.66
</TABLE>
GENERAL ELECTRIC CAPITAL CORPORATION VIROLOGIC, INC.
(LESSOR) (LESSEE)
/s/ JOHN EDEL /s/ WILLIAM D. YOUNG
------------------------- -------------------------
<PAGE> 26
ANNEX D
TO
SCHEDULE NO. 003
TO MASTER LEASE AGREEMENT
DATED AS OF August 14, 2000
STIPULATED LOSS AND TERMINATION VALUE TABLE
G.E. CAPITAL CORPORATION
<TABLE>
<CAPTION>
stipulated
termination loss
payment value value
number % of cost % of cost
------- ----------- ----------
<S> <C> <C>
1 99.645 103.586
2 97.376 101.235
3 95.081 98.860
4 92.761 96.458
5 90.414 94.031
6 88.042 91.577
7 85.642 89.096
8 83.216 86.589
9 80.762 84.054
10 78.281 81.491
11 75.771 78.901
12 73.234 76.283
13 70.668 73.636
14 68.073 70.960
15 65.450 68.255
16 62.796 65.521
17 60.113 62.756
18 57.400 59.962
19 54.656 57.137
20 51.881 54.281
21 49.076 51.395
22 46.238 48.476
23 43.369 45.526
24 40.468 42.543
25 37.534 39.528
26 34.567 36.480
27 31.566 33.399
28 28.532 30.284
29 25.464 27.134
30 22.362 23.951
31 19.224 20.732
32 16.051 17.478
33 12.843 14.189
34 9.599 10.863
35 6.318 7.502
36 3.000 4.103
</TABLE>
Initials: /s/ JOHN EDEL /s/ WILLIAM D. YOUNG
--------------------- ---------------------
Lessor Lessee
* The Stipulated Loss Value or Termination Value for any unit of Equipment shall
be equal to the Capitalized Lessor's Cost of such unit multiplied by the
appropriate percentage derived from the above table. In the event that the Lease
is for any reason extended, then the last percentage figure shown above shall
control throughout any such extended term.