Lease Agreement

COLUMBIA BUILDING LEASE

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FRED HUTCHINSON CANCER RESEARCH CENTER



AS LANDLORD





CORIXA CORPORATION



AS TENANT







OCTOBER 28TH, 1994





COLUMBIA BUILDING LEASE





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1. Basic Lease Provisions.......................................... 1

2. Premises and Parking............................................ 2

2.1 Premises................................................. 2

2.2 Vehicle Parking.......................................... 2

2.3 Conference Room.......................................... 2

3. Term............................................................ 2

3.1 Term..................................................... 2

3.2 Extension Options........................................ 2

4. Rent............................................................ 3

4.1 Base Rent................................................ 3

4.2 Option Period Base Rent Adjustment....................... 3

4.3 Operating Expenses....................................... 3

4.4 Other Services........................................... 5

5. Security Deposit................................................ 5

6. Use............................................................. 5

6.1 Use...................................................... 5

6.2 Compliance With Laws..................................... 6

7. Condition of Premises........................................... 7

7.1 Condition of Premises/Improvements by Landlord........... 7

7.2 Acceptance of Premises................................... 8

7.3 Acknowledgement as to Hazardous Substances............... 8

8. Maintenance, Repairs and Alterations............................ 8

8.1 Landlord's Obligations................................... 8

8.2 Tenant's Obligations..................................... 9

8.3 Alterations and Additions................................ 9

8.4 Utility Additions........................................ 11

9. Signs........................................................... 11

10. Insurance; Indemnity............................................ 11

10.1 Insurance to be Maintained by Tenant..................... 11

10.2 Property Insurance....................................... 11

10.3 Insurance Policies....................................... 12

10.4 Waiver of Subrogation.................................... 12

10.5 Indemnity................................................ 12

10.6 Exemption of Landlord from Liability..................... 13

11. Hazardous Substances............................................ 13

11.1 Compliance with Law...................................... 13

11.2 Tenant's Obligation to Obtain Permits.................... 13

11.3 Inventory................................................ 14

11.4 Hazardous Wastes......................................... 14

11.5 Biomedical and Biohazardous Wastes....................... 14





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11.6 Radioactive Material..................................... 14

11.7 Cleanup Obligations...................................... 14

11.8 Indemnity................................................ 15

11.9 Definition of Hazardous Substance........................ 15

12. Common Areas.................................................... 16

12.1 Definition............................................... 16

12.2 Common Areas............................................. 16

12.3 Common Areas - Rules and Regulations..................... 16

12.4 Common Areas - Changes................................... 16

13. Security Measures............................................... 17

14. Easements....................................................... 18

15. Damage or Destruction........................................... 18

15.1 Definitions.............................................. 18

15.2 Partial Damage........................................... 18

15.3 Total Destruction........................................ 19

15.4 Tenant's Right to Terminate.............................. 19

15.5 Damage Near End of Term.................................. 19

15.6 Abatement of Rent; Tenant's Remedies..................... 19

15.7 Termination - Advance Payments........................... 20

15.8 Waiver................................................... 20

16. Property Taxes.................................................. 20

16.1 Real Property Taxes...................................... 20

16.2 Personal Property Taxes.................................. 20

17. Confidentiality................................................. 20

18. Assignment and Subletting....................................... 21

19. Default; Remedies............................................... 21

19.1 Default.................................................. 21

19.2 Remedies................................................. 22

19.3 Default by Landlord...................................... 22

20. Condemnation.................................................... 22

21. Estoppel Certificate............................................ 23

22. Expansion Space................................................. 23

22.1 Expansion Option........................................... 23

22.2 Right of First Refusal..................................... 24

22.3 Condition of Expansion Space............................... 24

23. Transfer by Landlord............................................ 24

24. Additional Rent................................................. 24

25. Arbitration..................................................... 24

26. Notices......................................................... 24

27. Landlord's Access............................................... 24

28. Waivers......................................................... 25

29. Recording....................................................... 25

30. Holding Over.................................................... 25

31. Covenants and Conditions........................................ 25





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32. Binding Effect; Choice of Law................................... 25

33. Quiet Possession................................................ 25

34. Subordination................................................... 26

35. Time of Essence................................................. 26

36. Attorney's Fees................................................. 26

37. Merger.......................................................... 26

38. Interest on Past-due Obligations................................ 26

39. Severability.................................................... 26

40. Real Estate Commission.......................................... 27

41. Incorporation of Prior Agreements; Amendments................... 27

42. Authority....................................................... 27

43. Contingency..................................................... 27





COLUMBIA BUILDING LEASE



This Lease is made as of October 28th, 1994 by and between Fred Hutchinson Cancer Research Center, a Washington nonprofit corporation ("Landlord") and Corixa Corporation, a Delaware corporation ("Tenant").



The parties hereby agree as follows:



1. BASIC LEASE PROVISIONS.



LESSOR: Fred Hutchinson Cancer Research Center



Address for Notices: 1124 Columbia Street, MS LE-201

Seattle, WA 98104

(Other than Relating to Attn: Wayne Potter

Hazardous Substances) Tel: (206) 667-5201; Fax: (206) 667-5104



(Relating to Hazardous 1124 Columbia Street, MS LE-201

Substances) Seattle, WA 98104

Attn: Stephen Benedict

Tel: (206) 667-4258; Fax: (206) 667-5104



LESSEE: Corixa Corporation



Address for Notices: 1124 Columbia Street, Fourth Floor

Seattle, WA 98104

Tel: 206 667-5711; Fax: 206 667 5715



ADDRESS OF PREMISES: Columbia Building

1124 Columbia Street

Seattle, WA 98104



LEASE TERM: Two years, with extension options for eight

months and for twelve months



COMMENCEMENT DATE: January 15, 1995 (subject to Section 7.1

below)



TERMINATION DATE: January 14, 1997, unless earlier terminated

or extended



RENT: See Section 4 below



USES OF PREMISES: Cancer, infectious diseases and biomedical

research, and related purposes as described

in Section 6 below





COLUMBIA BUILDING LEASE



This Lease is made as of October __, 1994 by and between Fred Hutchinson Cancer Research Center, a Washington nonprofit corporation ("Landlord") and Corixa Corporation, a Delaware corporation ("Tenant").



The parties hereby agree as follows:



BASIC LEASE PROVISIONS



LESSOR: Fred Hutchinson Cancer Research Center



Address for Notices: 1124 Columbia Street, MS LE-201

Seattle, WA 98104

(Other than Relating to Attn: Wayne Potter

Hazardous Substances) Tel: (206) 667-5201; Fax: (206) 667-5104



(Relating to Hazardous 1124 Columbia Street, MS LE-201

Substances) Seattle, WA 98104

Attn: Stephen Benedict

Tel: (206) 667-4258; Fax: (206) 667-5104



LESSEE: Corixa Corporation



Address for Notices: 1124 Columbia Street, Fourth Floor

Seattle, WA 98104

Tel: ______________; Fax: ______________



ADDRESS OF PREMISES: Columbia Building

1124 Columbia Street

Seattle, WA 98104



LEASE TERM: Two years, with extension options for eight

months and for twelve months



COMMENCEMENT DATE: January 15, 1995 (subject to Section 7.1

below)



TERMINATION DATE: January 14, 1997, unless earlier terminated

or extended



RENT: See Section 4 below



USES OF PREMISES: Cancer, infectious diseases and biomedical

research, and related purposes as described

in Section 6 below





2. PREMISES AND PARKING



2.1 PREMISES. Landlord hereby leases to Tenant and Tenant leases from Landlord on the terms stated in this Lease 14,000 total rentable square feet of laboratory and office space ("Premises") on the fourth floor of the building commonly known as the Columbia Building ("Building") and located on the real property legally described on Exhibit A to this Lease ("Property"). The Premises is generally depicted on Exhibit B to this Lease. The Premises, the Building and the Property and all other improvements on the Property are referred to collectively as the "Research Complex."



2.2 VEHICLE PARKING. Landlord agrees to rent to Tenant up to forty-five (45) parking stalls at the same rates that Landlord charges its employees for similar stalls. Tenant may elect to rent either reserved stalls in Landlord's parking garage commonly known as the Invex Garage or non-reserved stalls in Landlord's surface parking lots commonly known as the Boren and James Lots. As of the date of this Lease, the rate for reserved parking stalls is $68.00 per month and the rate for non-reserved parking stalls is $52.00 per month. These parking rates may be adjusted by Landlord from time to time in accordance with any adjustments in such rates to Landlord's employees for similar parking stalls. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant's employees, suppliers, shippers, customers, or invitees to be loaded, unloaded, or parked in areas other than those designated in writing by Landlord for such activities. Tenant will monitor and manage the use of its parking stalls, and will coordinate with Landlord on any parking management or monitoring issues. Tenant agrees that Landlord shall not be responsible for any damage to any vehicles parked in Landlord's parking garage or lots, or the theft of such vehicles or their contents.



2.3 CONFERENCE ROOM. Tenant shall have the non-exclusive right to use the conference room that is being installed in the room currently identified as Room 478, jointly with other occupants of the fourth floor of the Building.



3. TERM.



3.1 TERM. The term of this Lease shall be for twenty-four (24) months commencing January 15, 1995 and ending January 14, 1997, unless sooner terminated pursuant to any provision hereof ("Term"). Notwithstanding the foregoing, after execution of this Lease, Tenant shall have access to and use of the Premises without charge; provided that Tenant's use of the Premises shall not interfere with Landlord's performance of work described in Section 7.1 below.



3.2 EXTENSION OPTIONS. Landlord hereby grants Tenant two (2) options to extend the Term of the Lease, on the same terms and conditions as those previously in effect, except that Base Rent shall be increased as specified in Section 4.3 below. The first extension option shall be for an additional term of eight (8) months commencing upon expiration of the initial Term of the Lease; and the second extension option shall be for an additional term of twelve (12) months commencing at the end of the previously extended Term ("Option Periods"). To





exercise an extension option, Tenant shall give Landlord at least five (5) months written notice prior to expiration of the initial or previously extended Lease Term.



4. RENT.



4.1 BASE RENT. Tenant agrees to pay Landlord annual base rent at the rate of $28.00 per rentable square foot, payable in twelve equal monthly installments in advance on the first day of each calendar month ("Base Rent"). Base Rent shall be paid by Tenant to Landlord at the address shown on Section 1 of this Lease or such other place as Landlord may designate by notice to Tenant. Base Rent for any period during the term of this Lease which is less than one month shall be a pro rata portion of the Base Rent. Base Rent shall be increased each Option Period based on the annual increase in the Consumer Price Index as specified in Section 4.2 below. Upon execution of this Lease, Tenant shall pay Landlord the first month's Base Rent and Tenant's Pro Rata Share of Operating Expenses (as defined in Section 4.3). Notwithstanding any other provision of this Lease, in no event shall Tenant's obligation to pay Base Rent commence sooner than sixty (60) days after substantial completion of the work Landlord is required to perform pursuant to Subsection 7.1(a) below.



4.2 OPTION PERIOD BASE RENT ADJUSTMENT. For each Option Period, Base Rent shall be increased by the percentage of increase in the Consumer Price Index (defined below) over the preceding twelve (12) month period ("Rent Adjustment Period"), measured by the percentage difference between the Consumer Price Index most recently published in the calendar month immediately preceding the Option Period commencement date and (a) for the first Option Period, the Consumer Price Index most recently published in the calendar month immediately preceding the commencement date of this Lease, or (b) for the second Option Period, the Consumer Price Index most recently published in the calendar month immediately preceding commencement of the first Option Period. In no event, however, shall the increase in Base Rent for any Option Period be less than three percent (3%) or more than seven percent (7%). "Consumer Price Index" shall mean the Consumer Price Index - All Urban Consumers, 1988 Revision (1982-84 = 100), which is published semiannually (June and December) by the United States Bureau of Labor Statistics for the City of Seattle, or such comparable successor index as may be published by the United States Bureau of Labor Statistics from time to time. If the Consumer Price Index is discontinued, the parties shall select another similar index which reflects consumer prices, and if the parties cannot agree on another index, it shall be selected by binding arbitration pursuant to the terms of this Lease. If arbitration is required to select another index, Tenant shall continue to pay an amount equal to the Base Rent or adjusted Base Rent last payable until the new adjusted Base Rent can be determined, at which time Tenant shall pay any additional amounts owed for that Option Period based on the new adjusted Base Rent as determined by the arbitration and Tenant will thereafter pay the new adjusted Base Rent.



4.3 OPERATING EXPENSES.



(a) In addition to Base Rent, Tenant shall pay Landlord as additional rent Tenant's "Pro Rata Share" (defined below) of the actual direct "Operating Expenses" of the Building (defined below). Tenant shall pay Tenant's Pro Rata Share of Operating





Expenses in advance on the first day of each calendar month together with the Base Rent. Operating Expenses will be prorated on the same basis as the Base Rent for any period during the term of this Lease which is less than one month.



(b) Tenant's "Pro Rata Share" shall mean the percentage that is obtained by dividing the total rentable square feet of the Premises from time to time by the greater of total rentable square feet of the Building from time to time or the total rentable square feet of the Building at the Lease Commencement Date. In the event of a change in the amount of Tenant's Pro Rata Share, Landlord shall deliver to Tenant a statement showing the amount payable by Tenant, the manner in which the amount was calculated, and the data or documentation supporting those calculations.



(c) At Landlord's option, Tenant's Pro Rata Share of Operating Expenses may be estimated by Landlord from time to time. In the event that Tenant pays Landlord's estimate of Tenant's Pro Rata Share of Operating Expenses, Landlord shall deliver to Tenant within one hundred twenty (120) days after the expiration of each calendar year a reasonably detailed statement showing Tenant's Pro Rata Share of the actual Operating Expenses incurred during the preceding year, which Tenant shall have the right to audit at Tenant's expense. If Tenant's payments during the preceding year exceed Tenant's Pro Rata Share of actual Operating Expenses as indicated on said statement, Tenant shall be entitled to credit the amount of such overpayment against Tenant's Pro Rata Share of Operating Expenses next falling due. If Tenant's payments under this Subsection during the preceding year were less than Tenant's Pro Rata Share as indicated on said statement, Tenant shall pay to Landlord the amount of the deficiency within ten (10) days after delivery by Landlord to Tenant of said statement.



(d) "Operating Expenses" are defined for purposes of this Lease as all costs incurred by Landlord in connection with the ownership and operation of the Building, including without limitation: (i) operation, management, repair and maintenance of the Common Areas; (ii) trash removal; (iii) janitorial services (including emptying trash, light vacuuming, dusting and supplies); (iv) purchased services, such as underground tank testing, pest control, elevator maintenance, sliding door maintenance, landscape maintenance, window cleaning, chiller preventive maintenance, compactor maintenance, general area painting and other miscellaneous purchased services; (v) repair and maintenance, including labor and supplies; (vi) property insurance provided by Landlord pursuant to Section 10.2 below; (vii) security services; and (viii) the cost of water, gas, electricity, steam, sewer and other public utilities to service the Common Areas and the Premises (provided, however, that Landlord, at its option and expense, may have any utilities separately metered, in which event, Tenant agrees to pay for the utility services to the Premises utilized by Tenant subject to an appropriate adjustment in the monthly charge for Operating Expenses). The services covered by the Operating Expenses will be provided by Landlord to Tenant, including without limitation the janitorial services described in clause (iii) above and the utility services described in clause (viii) above. Utility services and HVAC will be provided to the Premises 24 hours per day unless temporarily interrupted after reasonable notice by Landlord or otherwise interrupted for reasons beyond the reasonable control of Landlord.



(e) The following shall not be included in Operating Expenses: (i) overhead not directly related to the operation of the Research Complex; (ii) expenses for which Landlord





receives reimbursement or indemnification; (iii) expenses incurred in leasing space in the Building or in disputes with other tenants; (iv) costs of services not provided to Tenant; (v) costs which would be capitalized under generally accepted accounting principles, provided that Landlord shall be entitled to include amortization of capital improvements which reduce the Operating Expenses where such capital improvements are evenly amortized over their useful life; and (vi) insurance deductibles.



4.4 OTHER SERVICES. Tenant acknowledges and agrees that the charge for Tenant's Pro Rata Share of Operating Expenses does not include handling, storage, transportation or disposal of Hazardous Substances, basic mail pickup and delivery, courier or express mail services, shipping and receiving services, library services, and glassware services, telecommunications, computer services, bottled water, animal facilities or care, or other Landlord-shared resources or in-house services. Some or all of these services may be provided by Landlord pursuant to one or more separate Services Agreements between Landlord and Tenant ("Services Agreements"). Landlord may, at its option, provide these or other services requested by Tenant, in which event the price and other terms on which such services are provided will be as mutually agreed by the parties.



5. SECURITY DEPOSTI. Tenant shall deposit with Landlord upon execution hereof a sum equal to one month's Base Rent and Operating Expenses, as security for Tenant's faithful performance of Tenant's obligations under this Lease ("Security Deposit"), which will be held in an interest bearing account in Landlord's name. Tenant may select the account (or other reasonable investment vehicle) subject to Landlord's approval, which will not be unreasonably withheld. If, at the expiration of this Lease, Tenant has complied with all of the terms and conditions of this Lease, but not otherwise, the Security Deposit (together with accrued interest) may be credited upon the payment of the last month's rent and other expenses under this Lease or, at Landlord's option, refunded to Tenant. If Tenant fails to pay rent or other charges due hereunder, or otherwise defaults with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of the Security Deposit (including accrued interest) for the payment of any rent or other charge in default or for the payment of any other sum to which Landlord may become obligated by reason of Tenant's default, or to compensate Landlord for any loss or damage which Landlord may suffer thereby. No trust relationship is created between Landlord and Tenant with respect to the Security Deposit.



6. USE.



6.1 USE.



(a) The Premises shall be used and occupied as laboratories and offices for cancer, infectious diseases and other biomedical research, and for other related purposes.



(b) Tenant shall use the Premises for the use described in Subsection 6.1(a) above and for no other use without Landlord's prior written consent, which will not be unreasonably withheld. Tenant agrees that it has determined to its satisfaction that the Premises can be used for the uses described in Subsection 6.1(a).





(c) In Tenant's use of the Premises, Tenant shall follow Landlord's Hazard Awareness and Management Manual programs and procedures, with the exception of the radiation safety chapter. Tenant shall develop and follow radiation safety procedures specific to Tenant's use of radioactive materials in conformance with Tenant's Radioactive Materials License.



(d) Tenant acknowledges that Landlord has a policy that prohibits smoking anywhere within the Research Complex (including without limitation the Premises), and Tenant agrees to prohibit smoking in the Premises and to use its best efforts to cause its employees, agents, contractors and invitees to comply with the no smoking policy.



6.2 COMPLIANCE WITH LAWS.



(a) Landlord represents and warrants to Tenant that, as of the Commencement Date, the Premises conform in all material respects with zoning and use statutes, ordinances, rules, regulations and orders applicable to a Seattle Building Code rated B-2 use, except as otherwise provided in Subsection 6.2(c). In the event any alterat ...