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LEASE 11085 TORREYANA ROAD HCP TORREYANA, LLC, a Delaware limited liability company, as Landlord, and ACADIA PHARMACEUTICALS INC., a Delaware corporation, as Tenant. TABLE OF CONTENTS Page 1. PREMISES, BUILDING, PROJECT,

Key Takeaway: 11085 TORREYANA ROAD LLC, a Delaware limited liability company, ACADIA PHARMACEUTICALS INC., a Delaware corporation, Page 1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS 7 2. LEASE TERM; OPTION TERM 9 3. BASE RENT 11 4. ADDITIONAL RENT 12 5. USE OF PREM

Full Press Release Details

11085 TORREYANA ROAD
LLC, a Delaware limited liability company,
ACADIA PHARMACEUTICALS INC.,
a Delaware corporation,
Page
1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS 7
2. LEASE TERM; OPTION TERM 9
3. BASE RENT 11
4. ADDITIONAL RENT 12
5. USE OF PREMISES 18
6. SERVICES AND UTILITIES 22
7. REPAIRS 24
8. ADDITIONS AND ALTERATIONS 24
9. COVENANT AGAINST LIENS 25
10. INSURANCE 26
11. DAMAGE AND DESTRUCTION 28
12. NONWAIVER 29
13. CONDEMNATION 29
14. ASSIGNMENT AND SUBLETTING 29
15. SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES 33
16. HOLDING OVER 33
17. ESTOPPEL CERTIFICATES 34
18. SUBORDINATION 34
19. DEFAULTS; REMEDIES 35
20. COVENANT OF QUIET ENJOYMENT 37
21. SECURITY DEPOSIT 37
22. COMMUNICATIONS AND COMPUTER LINE 37
23. SIGNS 38
24. COMPLIANCE WITH LAW (collectively, Applicable Laws ) 38
25. LATE CHARGES 39
26. LANDLORD S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT 39
27. ENTRY BY LANDLORD 39
28. TENANT PARKING 40
29. MISCELLANEOUS PROVISIONS 40
EXHIBITS
A OUTLINE OF PREMISES
A-1 OUTLINE OF MUST-TAKE SPACE
A-2 PROJECT SITE PLAN
B TENANT WORK LETTER
C FORM OF NOTICE OF LEASE TERM DATES
D RULES AND REGULATIONS
E FORM OF TENANT S ESTOPPEL CERTIFICATE
Abatement Event 34
Advocate Arbitrators 8
Alterations 21
Applicable Laws 36
Base Rent 8
Base Year 9
Brokers 40
Building 4
Building Common Areas, 4
Common Areas 4
Comparable Buildings 7
Contemplated Effective Date 28
Contemplated Transfer Space 28
Direct Expenses 9
Eligibility Period 34
Estimate 14
Estimate Statement 14
Estimated Excess 14
Excess 13
Existing Hazardous Materials 19
Expansion Space 5
Expense Year 9
Force Majeure 39
Future Hazardous Materials 19
Intention to Transfer Notice 28
Landlord 1
Landlord Parties 23
Landlord Repair Notice 25
Lease 1
Lease Commencement Date 6
Lease Expiration Date 6
Lease Term 6
Lease Year 6
Lines 35
Mail 39
Management Fee Cap 11
Must-Take Commencement Date 5
Must-Take Space 5
Net Worth 29
Neutral Arbitrator 8
Nine Month Period 28
Notices 39
Objectionable Name 35
Operating Expenses 9
Option Conditions 6
Option Rent 6
Option Term 6
Original Improvements 24
Outside Agreement Date 7
Permitted Transferee Assignee. 30
Pre-approved Alterations 21
Premises 4
Project, 4
Reimbursable Costs 2
Reimbursable Costs Estimate 2
Reimbursable Items 2
Security Deposit 34
Sign Specifications 35
Statement 13
Subject Space 27
Summary 1
Tax Expenses 12
Tenant 1
Tenant Work Letter 4
Tenant s Share 13
Torrey Pines Amenities 5
Torrey Pines Building 5
Transfer Notice 27
Transferee 27
11085 TORREYANA ROAD
This Lease (the Lease ), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the Summary ), below, is made by and between
HCP TORREYANA, LLC, a Delaware limited liability company ( Landlord ), and ACADIA PHARMACEUTICALS INC., a Delaware corporation ( Tenant ).
SUMMARY OF BASIC LEASE INFORMATION
TERMS OF LEASE DESCRIPTION
1. Date: June 5, 2013
2. Premises ( Article 1 ).
2.1 Building: That certain three (3)-story building containing approximately 43,375 rentable square feet of space and located at 11085 Torreyana Road, San Diego, California.
2.2 Premises: 14,750 rentable square feet of space located on the first (1 st ) floor of the Building, as further set forth in Exhibit A to the Office Lease.
3. Lease Term ( Article 2 ).
3.1 Length of Term: Three (3) years.
3.2 Lease Commencement Date: The earlier to occur of (i) the date upon which Tenant first commences to conduct business in the Premises, and (ii) the date upon which the Premises are Ready for Occupancy, which Lease Commencement Date is anticipated to be September 15, 2013 (the Target Commencement Date ).
3.3 Lease Expiration Date: If the Lease Commencement Date shall be the first day of a calendar month, then the day immediately preceding the third (3 rd ) anniversary of the Lease Commencement Date; or if the Lease Commencement Date shall be other than the first day of a calendar month, then the last day of the month in which the third (3 rd ) anniversary of the Lease Commencement Date occurs.
Period During Lease Term Annual Base Rent Monthly Installment of Base Rent* Approximate Monthly Base Rent per Rentable Square Foot
Lease Commencement Date through the date immediately preceding the Must-Take Commencement Date $ 415,950.00 $34,662.50 $ 2.35
Must-Take Commencement Date through the last day of Lease Year 1 $ 536,899.80 $44,741.65 $ 2.35
Lease Year 2 $ 555,691.32 $46,307.61 $ 2.43
Lease Year 3 $ 575,140.44 $47,928.37 $ 2.52
5. Base Year ( Article 4 ): The period of time commencing on the Lease Commencement Date and expiring on the day immediately preceding the first (1 st ) anniversary of the Lease Commencement Date.
6. Tenant s Share ( Article 4 ): Prior to the Must-Take Commencement Date : Thirty-four and 01/100 percent (34.01%). On and After the Must-Take Commencement Date : Forty-Three and 89/100 percent (43.89%)
7. Permitted Use ( Article 5 ): The Premises shall be used only for general office uses, including, but not limited to, administrative offices and other lawful uses reasonably related to or incidental to such specified uses, all (i) consistent with multi-building office projects in San Diego, California, and (ii)in compliance with, and subject to, applicable laws and the terms of this Lease.
8. Security Deposit ( Article 21 ): $47,928.37.
9. Parking ( Article 28 ): An amount equal to three (3) unreserved parking spaces for each 1,000 rentable square feet of space in the Premises (i.e., an amount equal to 44 parking spaces based on the Premises containing 14,750.
rentable square feet of space) at the Building parking facilities. In addition to the foregoing spaces, Tenant shall have the right to use an additional one (1) unreserved parking space for each 1,000 rentable square feet of space in the Premises (i.e., an amount equal to 15 parking spaces based on the Premises containing 14,750 rentable square feet of space), at the neighboring property located at 3030 Callan Road. Tenant s rights to use such parking space shall be subject to the terms of Article 28 of the Lease.
10. Address of Tenant ( Section 29.18 ): ACADIA Pharmaceuticals Inc. 3911 Sorrento Valley Blvd. San Diego, California 92121 Attention: Kirk V. Crawford (Prior to Lease Commencement Date) and
ACADIA Pharmaceuticals Inc. 11085 Torreyana Road San Diego, California 92121 Attention: Kirk V. Crawford (After Lease Commencement Date)
11. Address of Landlord ( Section 29.18 ): See Section 29.18 of the Lease.
12. Broker(s) ( Section 29.24 ): Tenant : Studley Landlord : CBRE, Inc.
13. Tenant Improvement Allowance ( Exhibit B ): None. Landlord shall construct certain improvements in the initial Premises and the Must-Take Space on a turn-key basis pursuant to the terms of Exhibit B , attached hereto and made a party hereof.
1. PREMISES, BUILDING, PROJECT, AND COMMON AREAS
1.1 Premises, Building, Project and Common Areas.
1.1.1 The Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the
Premises ). The outline of the Premises is set forth in Exhibit A attached hereto. The outline of the Building and the Project, as those terms are defined in Section 1.1.2
below, are further depicted on the Site Plan attached hereto as Exhibit A-2, and each floor or floors of the Premises has the number of rentable square feet as set forth in Section 2.2 of the Summary, which shall not be
changed except in connection with a change in the physical size of the Premises. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions herein set forth, and Tenant covenants as a material
part of the consideration for this Lease to keep and perform each and all of such terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance. The parties hereto hereby
acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the
precise area thereof or the specific location of the Common Areas, as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the Project, as that term is
defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the Tenant Work Letter attached hereto as Exhibit B (the Tenant Work Letter ), Landlord shall not be obligated to
provide or pay for any improvement work or services related to the improvement of the Premises. Tenant also acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises,
the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant s business, except as specifically set forth in this Lease and the Tenant Work Letter. The taking of possession of the Premises by
Tenant shall conclusively establish that the Premises and the Building were at such time in good and sanitary order, condition and repair. Subject to applicable laws and the other provisions of this Lease, and except in the event of an emergency,
Tenant shall have access to the Building, the Premises and the common areas of the Building, other than common areas requiring access with a Building engineer, twenty-four (24) hours per day, seven (7) days per week, every day of the year;
provided, however, that Tenant shall only be permitted to have access to and use of the loading dock, mailroom and other limited-access areas of the Building during the normal operating hours of such portions of the Building. As of the date of this
Lease, the term normal operating hours means 8:00 a.m. to 6:00 p.m., Monday through Friday, except Holidays.
1.1.2 The Building and The Project. The Premises are a part of the building set forth in Section 2.1 of the
Summary (the Building ). The Building is part of an office/laboratory project described below. The term Project, as used in this Lease, shall mean (i) the Building and the Common Areas, (ii) the land
(which is improved with landscaping, parking facilities and other improvements) upon which the Building and the Common Areas are located, and (iii) the office building located at 11095 Torreyana Road, and the land upon which such adjacent
office/laboratory building is located, and (iv) at Landlord s discretion, any additional real property, areas, land, buildings or other improvements added thereto which is located adjacent to the Project.
1.1.3 Common Areas. Tenant shall have the non-exclusive right to use in common with other tenants in the Project, and
subject to the rules and regulations referred to in Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together
with such other portions of the Project designated by Landlord, in its discretion, including certain areas designated for the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as
the Common Areas ). The Common Areas shall consist of the Project Common Areas and the Building Common Areas. The term Project Common Areas, as used in this Lease, shall mean
the portion of the Project designated as such by Landlord. The term Building Common Areas, as used in this Lease, shall mean the portions of the Common Areas located within the Building designated as such by Landlord. The manner
in which the Common Areas are maintained and operated shall be at the reasonable discretion of Landlord (but shall at least be consistent with the manner in which the common areas of the Comparable Buildings, as that term is defined in
Section 2.2.2, below) and the use thereof shall be subject to such reasonable rules, regulations and restrictions as Landlord may
make from time to time (provided that in the event of a conflict between the terms of this Lease and such rules, regulations and restrictions established by Landlord, the terms of this Lease
shall control). Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas, provided that, in connection therewith, Landlord shall perform such closures,
alterations, additions or changes in a commercially reasonable manner and, in connection therewith, shall use commercially reasonable efforts to minimize any material interference with Tenant s use of and access to the Premises. Landlord and
Tenant hereby acknowledge that an affiliate of Landlord constructed a fitness center, a caf , and a shared executive conference/training facility (collectively, the Torrey Pines Amenities ) in that certain building located
at 11085 North Torrey Pines Road, San Diego, California (the Torrey Pines Building ), and, provided that Landlord or an affiliate of Landlord continues to own the Torrey Pines Building, Landlord shall use commercially reasonable
efforts to allow Tenant and Tenant s employees to have access to any such Torrey Pines Amenities to the same extent as the similarly situated tenants of the Torrey Pines Building; provided, however, Direct Expenses, as that term is
Defined in Section 4.2.2, below, shall not include any expenses or taxes attributable to the Torrey Pines Building during any period in which Tenant does not have access to the Torrey Pines Amenities.
1.2 Rentable Square Feet of Premises. The rentable square footage of the Premises is hereby deemed to be as set forth in
Section 2.2 of the Summary, and shall not be subject to measurement or adjustment during the Lease Term except in connection with a change in the physical size of the Premises memorialized by an amendment to this Lease.
1.3 Must-Take Space. The Premises shall be expanded to include the rentable square footage of the Must-Take
Space, as that term is defined in Section 1.3.1, below, as set forth in this Section 1.3 and this Lease.
1.3.1 Description of the Must-Take Space. The Must-Take Space, as used in this Lease, shall consist of the remaining leasable portion of the first (1st) floor of the Building, consisting of 4,289 rentable square
feet of space (the Must-Take Space ), as further set forth in Exhibit A-1 to the Lease.
1.3.2 Delivery of the Must-Take Space. Tenant shall accept delivery of the Must-Take Space from Landlord, and Landlord
shall deliver the Must-Take Space to Tenant, effective as of the date (the Must-Take Commencement Date ) which is the earlier to occur of (i) the date set forth in Tenant s written notice (the Must-Take Early
Notice ) to Landlord regarding Tenant s election to lease the Must-Take Space, and (ii) the date which occurs on the eight (8) month anniversary of the Lease Commencement Date. Consequently, effective upon the Must-Take
Commencement Date, the Premises shall be increased to include the Must-Take Space. Landlord and Tenant hereby acknowledge that such addition of the Must-Take Space to the Premises shall, effective as of the Must-Take Commencement Date, increase the
size of the Premises to approximately 19,039 rentable square feet of space.
1.3.3 Rent and Term. The Must-Take
Space shall become part of the Premises for all purposes hereunder, and, except as otherwise provided in this Section 1.3, shall be subject to every term and condition of this Lease and accordingly, the base rent and additional rent for
the Must-Take Space shall be at the same rate, and shall thereafter be escalated in the same manner, as the then current Base Rent and Additional Rent, as those terms are defined in Article 3 and
Section 4.1 of this Lease, respectively, for the initial Premises, as such Base Rent and Additional Rent are adjusted and escalated pursuant to the terms of this Lease. Furthermore, for purposes of calculating Tenant s obligations
under Article 4 of this Lease, Tenant s Share of Building Direct Expenses shall be increased by an amount equal to the rentable square footage of the Must-Take Space divided by the rentable square footage of the Building. The lease term
for the Must-Take Space shall commence, and Tenant shall commence payment of the Base Rent and the Additional Rent for the Must-Take Space, on the Must-Take Commencement Date, and the lease term for the Must-Take Space shall expire upon the Lease
1.3.4 Improvement of Must-Take Space. The Must-Take Space shall be initially improved pursuant
to the terms of the Tenant Work Letter. Subject to the terms of the Tenant Work Letter, Tenant shall accept the Must-Take Space in its then existing as is condition.
1.3.5 No Right to Use Must-Take Space Prior to Must-Take
Commencement Date. Tenant acknowledges that the Must-Take Space is adjacent to the Premises and is not, as of the date of this Lease, separately demised. Tenant hereby covenants and agrees that neither Tenant nor its officers, agents,
servants, employees or invitees (the Tenant Parties ), shall use or occupy the Must-Take Space unless and until the occurrence of the Must-Take Commencement Date. In the event that Landlord reasonably determines that
(A) Tenant or any Tenant Party has commenced conducting business in all or any portion (other than a de-minimis portion) of the Must-Take Space, or (B) Tenant or any Tenant Party has otherwise commenced using any portion (other than a
de-minimis portion) of the Must-Take Space in any capacity whatsoever (including, without limitation, for storage, but excluding emergency ingress and egress) prior to the Must-Take Commencement Date, then, (i) Tenant shall have no further
right to deliver to Landlord the Must-Take Early Notice, and (ii) in addition to any other rights and remedies Landlord may have, at Landlord s option Tenant shall be deemed to have leased the Must-Take Space pursuant to the terms and
conditions of this Section 1.3, except that the Must-Take Commencement Date shall be deemed to be the first
(1st) day of the month during which Landlord
discovers such use or occupancy by Tenant; provided, however, notwithstanding the foregoing, Landlord shall have the right, upon delivering written notice to Tenant within five (5) business days following the date upon which Landlord discovers
such use or occupancy by Tenant, to require Tenant to immediately cease such use or occupancy, in which event Tenant shall not be deemed to have leased such Must-Take Space.
1.3.6 Other Terms. Except as specifically set forth in this Lease, all other terms of this Lease shall apply to the Must-Take Space as though the Must-Take Space was originally part of the
Premises. Upon delivery of the Must-Take Space to Tenant as set forth herein, Tenant shall execute an amendment adding such Must-Take Space to this Lease upon such terms and conditions within five (5) days of delivery of such amendment to
2. LEASE TERM; OPTION TERM
2.1 Lease Term. The terms and provisions of this Lease shall be effective as of the date of this Lease. The term of this Lease (the Lease Term ) shall be as set forth in
Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the Lease Commencement Date ), and shall terminate on the date set forth in Section 3.3 of the
Summary (the Lease Expiration Date ) unless this Lease is sooner terminated or extended as hereinafter provided. For purposes of this Lease, the term Lease Year shall mean each consecutive twelve (12) month
period during the Lease Term. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C, attached hereto, as a confirmation only of the information set forth therein, which
Tenant shall execute and return to Landlord within five (5) days of receipt thereof.
2.2.1 Option Right. Subject to the remaining terms of this Section 2.2, Landlord hereby grants to
the Original Tenant and any Permitted Transferee Assignee one (1) option to extend the Lease Term for a period of three (3) years (the Option Term ), which option shall be irrevocably exercised only by written notice
delivered by Tenant to Landlord not earlier than twelve (12) months before the commencement of the Option Term and not later than nine (9) months before the commencement of the Option Term, provided that the following conditions
(the Option Conditions ) are satisfied: (i) as of the date of delivery of such notice, Tenant is not in monetary or other material default under this Lease; (ii) as of the end of the Lease Term, Tenant is not in
monetary or other material default under this Lease; (iii) Tenant has not previously been in monetary or other material default under this Lease more than once; and (iv) the Lease then remains in full force and effect and Original Tenant
occupies the entire Premises at the time the option to extend is exercised and as of the commencement of the Option Term. Landlord may, at Landlord s option, exercised in Landlord s sole and absolute discretion, waive any of the Option
Conditions in which case the option, if otherwise properly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise of such option to extend, and provided that Tenant satisfies all of the Option Conditions (except those,
if any, which are waived by Landlord), the Lease Term, as it applies to the Premises, shall be extended for a period of three (3) years. The rights contained in this Section 2.2 shall be personal to Original Tenant and any Permitted
Transferee Assignee and may be exercised by Original Tenant or a Permitted Transferee Assignee only (and not by any other assignee, sublessee or Transferee of Tenant s interest in this Lease).
2.2.2 Option Rent. The annual Rent payable by Tenant during the Option Term
(the Option Rent ) shall be equal to the Fair Rental Value, as that term is defined below, for the Premises as of the commencement date of the Option Term; provided, however, the average annual, effective (including
free rent, if applicable, on a straight line basis) base rent component of Option Rent for each Lease Year during the Option Term shall not be lower than the amount the Base Rent, as that term is set forth in Article 3 of
this Lease, in effect immediately prior to the commencement of such Option Term, would be had such Base Rent increased annually, on the originally scheduled Lease Expiration Date and on each anniversary thereafter, by three percent(3%). The
Last updated: Jun 5, 2013