Full Press Release Details
THE IRVINE COMPANY LLC
made as of July 20, 2021 , by and between THE IRVINE COMPANY LLC, a Delaware limited liability company, hereafter called Landlord, and MEDICINOVA,
INC., a Delaware corporation, hereafter called Tenant.
ARTICLE 1. BASIC LEASE PROVISIONS
Each reference in this Lease to the Basic Lease Provisions shall mean and refer to the following collective terms,
the application of which shall be governed by the provisions in the remaining Articles of this Lease.
Address of Building: 4275 Executive Square, La Jolla, CA 92037
Project: La Jolla Square
| Months of Term or Period | Monthly Rate Per Rentable Square Foot | Monthly Basic Rent | ||
| 2/1/22 to 1/31/23 | $3.30 | $14,463.90 | ||
| 2/1/23 to 1/31/24 | $3.45 | $15,121.35 | ||
| 2/1/24 to 1/31/25 | $3.61 | $15,822.63 | ||
| 2/1/25 to 1/31/26 | $3.77 | $16,523.91 | ||
| 2/1/26 to 1/31/27 | $3.94 | $17,269.02 |
Notwithstanding the above schedule of Basic Rent to the contrary, as long as Tenant is not in
Default (as defined in Section 14.1) under this Lease, Tenant shall be entitled to an abatement of 3 full calendar months of Basic Rent in the aggregate amount of $43,391.70 (i.e. $14,463.90 per month) (the Abated Basic Rent )
for the period commencing March 1, 2022 to May 31, 2022 full calendar months of the Term (the Abatement Period ). In the event Tenant Defaults at any time during the Term beyond applicable notice and cure periods, all
unamortized Abated Basic Rent shall immediately become due and payable. The payment by Tenant of the Abated Basic Rent in the event of a Default shall not limit or affect any of Landlord s other rights, pursuant to this Lease or at law or in
equity. Only Basic Rent shall be abated during the Abatement Period and all other additional rent and other costs and charges specified in this Lease shall remain as due and payable pursuant to the provisions of this Lease.
Project Cost Base: The
Project Costs per rentable square foot incurred by Landlord and attributable to the Base Year.
Expense Recovery Period:
Every twelve month period during the Term (or portion thereof during the first and last Lease years) ending June 30.
Floor Area of Building: approximately 168,855 rentable square feet
| LANDLORD | TENANT | |
| Payment Registration Address: | ||
| Email [ email address ] to request an account for the Tenant Payment Portal. | MEDICINOVA, INC. 4275 Executive Square, Suite 300 La Jolla, CA 92037 Attention: Kiyomi Suzue, Controller | |
| Notice Address: | ||
| THE IRVINE COMPANY LLC 4225 Executive Square, Suite 100 La Jolla, CA 92037 Attn: Property Manager with a copy of notices to: | ||
| [ address ] |
| Exhibit A | Description of Premises | |
| Exhibit B | Operating Expenses | |
| Exhibit C | Utilities and Services | |
| Exhibit D | Tenant s Insurance | |
| Exhibit E | Rules and Regulations | |
| Exhibit F | Parking | |
| Exhibit G | Additional Provisions | |
| Exhibit X | Work Letter |
2.1. LEASED PREMISES. Landlord leases to Tenant and Tenant leases from Landlord the Premises
shown in Exhibit A (the Premises ), containing approximately the floor area set forth in Item 8 of the Basic Lease Provisions (the Floor Area ). The Premises are located in the building identified in Item 2
of the Basic Lease Provisions (the Building ), which is a portion of the project described in Item 2 (the Project ). Landlord and Tenant stipulate and agree that the Floor Area of Premises set forth in Item 8 of
the Basic Lease Provisions is correct.
2.2. ACCEPTANCE OF PREMISES. Tenant acknowledges
that neither Landlord nor any representative of Landlord has made any representation or warranty with respect to the Premises, the Building or the Project or the suitability or fitness of either for any purpose, except as set forth in this Lease.
Tenant is currently occupying the Premises under the terms of an existing sublease agreement, which is currently scheduled to expire at midnight on January 31, 2022. Tenant acknowledges that, except for the items required to be accomplished by
Landlord under the Work Letter attached as Exhibit X, it is satisfied with the condition of the Premises.
3.1. GENERAL. The term of this Lease ( Term ) shall commence on
the date as set forth in Item 4 of the Basic Lease Provisions (the Commencement Date ) and shall end upon the expiration of the period set forth in Item 5 of the Basic Lease Provisions ( Expiration Date ).
ARTICLE 4. RENT AND OPERATING EXPENSES
4.1. BASIC RENT. From and after the Commencement Date, Tenant shall pay to Landlord without
deduction or offset a Basic Rent for the Premises in the total amount shown (including subsequent adjustments, if any) in Item 6 of the Basic Lease Provisions (the Basic Rent ). If the Commencement Date is other than the first day
of a calendar month, any rental adjustment shown in Item 6 shall be deemed to occur on the first day of the next calendar month following the specified monthly anniversary of the Commencement Date. The Basic Rent shall be due and payable in advance
commencing on the Commencement Date and continuing thereafter on the first day of each successive calendar month of the Term, as prorated for any partial month. No demand, notice or invoice shall be required. An installment in the amount of 1 full
month s Basic Rent at the initial rate specified in Item 6 of the Basic Lease Provisions shall be delivered to Landlord concurrently with Tenant s execution of this Lease.
4.2. OPERATING EXPENSES. Tenant shall pay Tenant s Share of Operating Expenses
in accordance with Exhibit B of this Lease.
4.3. SECURITY DEPOSIT. Concurrently
with Tenant s delivery of this Lease, Tenant shall deposit with Landlord the sum, if any, stated in Item 9 of the Basic Lease Provisions (the Security Deposit ), to be held by Landlord as security for the full and faithful
performance of Tenant s obligations under this Lease, to pay any rental sums, including without limitation such additional rent as may be owing under any provision hereof, and to maintain the Premises as required by this Lease. Upon any breach
of the foregoing obligations by Tenant, Landlord may apply all or part of the Security Deposit as full or partial compensation. If any portion of the Security Deposit is so applied, Tenant shall within 5 days after written demand by Landlord deposit
cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount. Landlord shall not be required to keep this Security Deposit separate from its general funds, and Tenant shall not be entitled to interest on the
Security Deposit. In no event may Tenant utilize all or any portion of the Security Deposit as a payment toward any Rent due under this Lease. Any unapplied balance of the Security Deposit shall be returned to Tenant or, at Landlord s option,
to the last assignee of Tenant s interest in this Lease within 30 days following the termination of this Lease and Tenant s vacation of the Premises. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code,
or any similar or successor laws now or hereafter in effect.
Notwithstanding the foregoing, provided Tenant has not been in Default
hereunder beyond applicable notice and cure periods, Landlord shall reduce the Security Deposit, and credit such reduction against the Basic Rent due hereunder, in the amounts of $14,463.90 and $14,463.90 as of February 1, 2023 and
February 1, 2024, respectively. If Tenant is entitled to a reduction in the Security Deposit, Tenant shall provide Landlord with written notice requesting that the Security Deposit be reduced as provided above (the Security Reduction
Notice ). If Tenant provides Landlord with a Security Reduction Notice, and Tenant is entitled to reduce the Security Deposit as provided herein, Landlord shall refund the applicable portion of the Security Deposit to Tenant within 45 days
after the later to occur of (a) Landlord s receipt of the Security Reduction Notice, or (b) the date upon which Tenant is entitled to a reduction in the Security Deposit as provided above.
5.1. USE. Tenant shall use the Premises only for the purposes stated in Item 3 of the Basic
Lease Provisions and for no other use whatsoever. The uses prohibited under this Lease shall include, without limitation, use of the Premises or a portion thereof for (i) offices of any agency or bureau of the United States or any state or
political subdivision thereof; (ii) offices or agencies of any foreign governmental or political subdivision thereof; or (iii) schools, temporary employment agencies or other training facilities which are not ancillary to corporate,
executive or professional office use. Tenant shall not do or permit anything to be done in or about the Premises which will in any way interfere with the rights or quiet enjoyment of other occupants of the Building or the Project, or use or allow
the Premises to be used for any unlawful purpose, nor shall Tenant permit any nuisance or commit any waste in the Premises or the Project. Tenant shall not perform any work or conduct any business whatsoever in the Project other than inside the
Premises. Tenant shall comply at its expense with all present and future laws, ordinances and requirements of all governmental authorities that pertain to Tenant or its use of the Premises, and with all energy usage reporting requirements of
Landlord. Pursuant to California Civil Code 1938, Landlord hereby states that the Premises have not undergone inspection by a Certified Access Specialist (CASp) (defined in California Civil Code 55.52(a)(3)). Pursuant to
Section 1938 of the California Civil Code, Landlord hereby provides the following notification to Tenant: A Certified Access Specialist (CASp) can inspect the subject premises and determine
whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject
premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant.
The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction related
accessibility standards within the premises.
5.2. SIGNS. Landlord shall
affix and maintain a sign (restricted solely to Tenant s name as set forth herein or such other name as Landlord may consent to in writing) adjacent to the entry door of the Premises, together with a directory strip listing Tenant s name
as set forth herein in the lobby directory of the Building. Tenant shall not place or allow to be placed any other sign, decoration or advertising matter of any kind that is visible from the exterior of the Premises.
5.3. HAZARDOUS MATERIALS. Tenant shall not generate, handle, store or dispose of hazardous
or toxic materials (as such materials may be identified in any federal, state or local law or regulation) in the Premises or Project without the prior written consent of Landlord. Tenant acknowledges that it has read, understands and, if applicable,
shall comply with the provisions of Exhibit H to this Lease, if that Exhibit is attached.
ARTICLE 6. LANDLORD SERVICES
6.1. UTILITIES AND SERVICES. Landlord and Tenant shall be responsible to furnish
those utilities and services to the Premises to the extent provided in Exhibit C, subject to the conditions and payment obligations and standards set forth in this Lease. Landlord s failure to furnish, or any interruption,
diminishment or termination of, services due to the application of laws, the failure of any equipment, the performance of repairs, improvements or alterations, utility interruptions or the occurrence of an event of force majeure (defined in
Section 20.8) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement.
6.2. OPERATION AND MAINTENANCE OF COMMON AREAS. During the Term, Landlord shall operate all
Common Areas within the Building and the Project. The term Common Areas shall mean all areas within the Building, Project and other buildings in the Project which are not held for exclusive use by persons entitled to occupy space.
6.3. COMMON AREAS The occupancy by Tenant of the Premises shall include the use of the
Common Areas in common with Landlord and with all others for whose convenience and use the Common Areas may be provided by Landlord, subject, however, to compliance with Rules and Regulations set forth in Exhibit E. Landlord shall at all
times during the Term have exclusive control of the Common Areas, and may restrain or permit any use or occupancy. Landlord may temporarily close any portion of the Common Areas for repairs, remodeling and/or alterations, to prevent a public
dedication or the accrual of prescriptive rights, or for any other reasonable purpose.
ARTICLE 7. REPAIRS AND MAINTENANCE
7.1. TENANT S MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Tenant at its sole
expense shall make all repairs necessary to keep the Premises and all improvements and fixtures therein in good condition and repair. Tenant s maintenance obligation shall include without limitation all appliances, interior glass, doors, door
closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment installed in the Premises, together with any supplemental HVAC equipment servicing only the Premises. Should Landlord or its management agent agree
to make a repair on behalf of Tenant and at Tenant s request, Tenant shall promptly reimburse Landlord as additional rent for all reasonable costs incurred (including the standard supervision fee) upon submission of an invoice.
7.2. LANDLORD S MAINTENANCE AND REPAIR. Subject to Articles 11 and 12, Landlord shall
provide service, maintenance and repair with respect to the heating, ventilating and air conditioning ( HVAC ) equipment of the Building (exclusive of any supplemental HVAC equipment servicing only the Premises) and shall maintain
in good repair the Common Areas, roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (including exterior glass), and the structural, electrical, mechanical and plumbing systems of the Building (including
elevators, if any, serving the Building), except to the extent provided in Section 7.1 above. Notwithstanding any provision of the California Civil Code or any similar or successor laws to the contrary, Tenant understands that it shall not make
repairs at Landlord s expense or by rental offset. Except as provided in Section 11.1 and Article 12 below, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant s
business arising from the making of any repairs, alterations or improvements to any portion of the Building, including repairs to the Premises, nor shall any related activity by Landlord constitute an actual or constructive eviction. Tenant hereby
waives any and all rights under and benefits of subsection 1 of Section 1932, and Sections 1941 and 1942 of the California Civil Code, or any similar or successor laws now or hereafter in effect.
7.3. ALTERATIONS. Tenant shall make no alterations, additions, decorations, or improvements
(collectively referred to as Alterations ) to the Premises without the prior written consent of Landlord. Landlord may impose, as a condition to its consent, any requirements that Landlord in its discretion may deem reasonable or
desirable. Tenant shall use Landlord s designated mechanical and electrical contractors, obtain all required permits for the Alterations and shall perform the work in compliance with all applicable laws, regulations and ordinances with
contractors reasonably acceptable to Landlord. Landlord shall be entitled to a supervision fee in the amount of 5% of the cost of the Alterations. Landlord may elect to cause its architect to review Tenant s architectural plans, and the
reasonable cost of that review shall be reimbursed by Tenant. Should the Alterations proposed by Tenant and consented to by Landlord change the floor plan of the Premises, then Tenant shall, at its expense, furnish Landlord with as-built drawings and CAD disks compatible with Landlord s systems. Unless Landlord otherwise agrees in writing, all Alterations affixed to the Premises, including without limitation all Tenant Improvements
constructed pursuant to the Work Letter (except as otherwise provided in the Work Letter), but excluding moveable trade fixtures and furniture, shall become the property of Landlord and shall be surrendered with the Premises at
the end of the Term, except that Landlord may, by notice to Tenant given at the time of Landlord s approval, require Tenant to remove by the Expiration Date or sooner termination date of