Form 8-K PACIFIC BIOSCIENCES OF For: Mar 31

Delaware

001-34899

16-1590339

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

◻

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

◻

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

◻

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

◻

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01

Entry into a Material Definitive Agreement

·

Fifth Amendment to Lease Agreement with Peninsula Innovation Partners, LLC (the “Landlord”) with respect to the property located at 940 Hamilton Avenue, Menlo Park, California;

·

Fifth Amendment to Lease Agreement with the Landlord with respect to property located at 960 Hamilton Avenue, Menlo Park, California;

·

Second Amendment to Lease Agreement with the Landlord with respect to property located at 1003-1005 Hamilton Avenue, Menlo Park, California;

·

Second Amendment to Lease Agreement with the Landlord with respect to property located at 1010 Hamilton Avenue, Menlo Park California;

·

Second Amendment to Lease Agreement with the Landlord with respect to property located at 1180 Hamilton Court, Menlo Park, California;

·

Second Amendment to Lease Agreement with the Landlord with respect to property located at 1350 Willow Road, Suite 101, Menlo Park, California,; and

·

Third Amendment to Lease Agreement with Landlord with respect to property located at 1380 Willow Road, Menlo Park, California.

25

Exhibit No.

Description

10.1

Fifth Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.2

Fifth Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.3

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.4

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.5

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.6

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.7

Third Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

Pacific Biosciences of California, Inc.

By:

/s/ Brian B. Dow

Brian B. Dow

Vice President and Principal Accounting Officer

25

Exhibit No.

Description

10.1

Fifth Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.2

Fifth Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.3

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.4

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.5

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.6

Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

10.7

Third Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015

1.

Notwithstanding anything in the Lease to the contrary, the period for Tenant’s delivery of the Option Notice with regard to the first Option Extended Term is hereby extended such that Tenant shall be permitted to exercise such Option as provided in Addendum 1 of the Third Amendment any time prior to August 1, 2015.

2.

The Monthly Base Rent payable during the period from April 1, 2015 through July 31, 2015 (or through such earlier date on which the Option(s) to Extend is/are exercised by Tenant, as set forth in Section 3 below) (the “Abatement Period”) shall be abated (the “Abated Base Rent”) (subject to payment as set forth in Section 3 below). Tenant shall pay Operating Expenses as provided in the Lease during the Abatement Period in the amount in effect as of February 6, 2015 (the “Reduced Operating Expenses”), and all Operating Expenses in excess of the Reduced Operating Expenses shall be abated during the Abatement Period (all such abated Operating Expenses, the “Abated OpEx”) (subject to payment as set forth in Section 3 below).

3.

If Tenant exercises any or all of the Options to Extend, then as of the date Tenant exercises the Option(s) to Extend (a) the Abatement Period shall automatically terminate and (b) Tenant shall pay to Landlord the Abated Base Rent as of the date the Option(s) to Extend is/are exercised. In addition to paying the Abated Base Rent, if Tenant exercises the Option(s) to Extend it will also be obligated to pay the Abated OpEx as of the date the Option(s) to Extend is/are exercised within ten (10) days following Landlord’s invoice therefor. For clarity, if Tenant exercises any or all of the Options to Extend prior to July 31, 2015, then the Monthly Base Rent and Operating Expenses payable during the period from the date the Option(s) to Extend is/are exercised through July 31, 2015 shall be as set forth in the Lease.

4.

Except as otherwise expressly provided herein, all defined terms used in this Fifth Amendment shall have the same respective meanings as are provided for such defined terms in the Lease. 

5.

Insofar as the specific terms and provisions of this Fifth Amendment purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Fifth Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect.    

6.

Landlord and Tenant hereby agree that (i) this Fifth Amendment is incorporated into and made a part of the Lease, (ii) any and all references to the Lease hereinafter shall include this Fifth Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.

7.

Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

25

TENANTS:

LANDLORD:

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

PENINSULA INNOVATION PARTNERS, LLC,

a Delaware corporation

a Delaware limited liability company

dba Pac Bio, Inc.

By:

/s/ Ben Gong

By:

/s/ Fergus O’Shea

Name:

Ben Gong

Name:

Fergus O’Shea     

Title:

VP, Finance

Title:

Facilities Director

1.

Notwithstanding anything in the Lease to the contrary,  the period for Tenant’s delivery of the Option Notice with regard to the first Option Extended Term is hereby extended such that Tenant shall be permitted to exercise such Option as provided in Addendum 1 of the Third Amendment any time prior to August 1, 2015.

2.

The Monthly Base Rent payable during the period from April 1, 2015 through July 31, 2015 (or through such earlier date on which the Option(s) to Extend is/are exercised by Tenant, as set forth in Section 3 below) (the “Abatement Period”) shall be abated (the “Abated Base Rent”) (subject to payment as set forth in Section 3 below).  Tenant shall pay Operating Expenses as provided in the Lease during the Abatement Period in the amount in effect as of February 6, 2015 (the “Reduced Operating Expenses”), and all Operating Expenses in excess of the Reduced Operating Expenses shall be abated during the Abatement Period (all such abated Operating Expenses, the “Abated OpEx”) (subject to payment as set forth in Section 3 below).

3.

If Tenant exercises any or all of the Options to Extend, then as of the date Tenant exercises the Option(s) to Extend (a) the Abatement Period shall automatically terminate and (b) Tenant shall pay to Landlord the Abated Base Rent as of the date the Option(s) to Extend is/are exercised.  In addition to paying the Abated Base Rent, if Tenant exercises the Option(s) to Extend it will also be obligated to pay the Abated OpEx as of the date the Option(s) to Extend is/are exercised within ten (10) days following Landlord’s invoice therefor. For clarity, if Tenant exercises any or all of the Options to Extend prior to July 31, 2015, then the Monthly Base Rent and Operating Expenses payable during the period from the date the Option(s) to Extend is/are exercised through July 31, 2015 shall be as set forth in the Lease.

4.

Except as otherwise expressly provided herein, all defined terms used in this Fifth Amendment shall have the same respective meanings as are provided for such defined terms in the Lease. 

5.

Insofar as the specific terms and provisions of this Fifth Amendment purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Fifth Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect.    

6.

Landlord and Tenant hereby agree that (i) this Fifth Amendment is incorporated into and made a part of the Lease, (ii) any and all references to the Lease hereinafter shall include this Fifth Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.

7.

Any obligation or liability whatsoever of Landlord, which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

25

TENANTS:

LANDLORD:

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

PENINSULA INNOVATION PARTNERS, LLC,

a Delaware corporation

a Delaware limited liability company

dba Pac Bio, Inc.

By:

/s/ Ben Gong

By:

/s/ Fergus O’Shea

Name:

Ben Gong

Name:

Fergus O’Shea     

Title:

VP, Finance

Title:

Facilities Director

1.

Notwithstanding anything in the Lease to the contrary, the period for Tenant’s delivery of the Option Notice with regard to the first Option Extended Term is hereby extended such that Tenant shall be permitted to exercise such Option as provided in Addendum 1 of the Lease any time prior to August 1, 2015.

2.

The Monthly Base Rent payable during the period from April 1, 2015 through July 31, 2015 (or through such earlier date on which the Option(s) to Extend is/are exercised by Tenant, as set forth in Section 3 below) (the “Abatement Period”) shall be abated (the “Abated Base Rent”) (subject to payment as set forth in Section 3 below). Tenant shall pay Operating Expenses as provided in the Lease during the Abatement Period in the amount in effect as of February 6, 2015 (the “Reduced Operating Expenses”), and all Operating Expenses in excess of the Reduced Operating Expenses shall be abated during the Abatement Period (all such abated Operating Expenses, the “Abated OpEx”) (subject to payment as set forth in Section 3 below).

3.

If Tenant exercises any or all of the Options to Extend, then as of the date Tenant exercises the Option(s) to Extend (a) the Abatement Period shall automatically terminate and (b) Tenant shall pay to Landlord the Abated Base Rent as of the date the Option(s) to Extend is/are exercised. In addition to paying the Abated Base Rent, if Tenant exercises the Option(s) to Extend it will also be obligated to pay the Abated OpEx as of the date the Option(s) to Extend is/are exercised within ten (10) days following Landlord’s invoice therefor. For clarity, if Tenant exercises any or all of the Options to Extend prior to July 31, 2015, then the Monthly Base Rent and Operating Expenses payable during the period from the date the Option(s) to Extend is/are exercised through July 31, 2015 shall be as set forth in the Lease.

4.

Except as otherwise expressly provided herein, all defined terms used in this Second Amendment shall have the same respective meanings as are provided for such defined terms in the Lease. 

5.

Insofar as the specific terms and provisions of this Second Amendment purport to amend or modify or

are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Second Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect.    

6.

Landlord and Tenant hereby agree that (i) this Second Amendment is incorporated into and made a part of the Lease, (ii) any and all references to the Lease hereinafter shall include this Second Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.

7.

Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

25

TENANTS:

LANDLORD:

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

PENINSULA INNOVATION PARTNERS, LLC,

a Delaware corporation

a Delaware limited liability company

dba Pac Bio, Inc.

By:

/s/ Ben Gong

By:

/s/ Fergus O’Shea

Name:

Ben Gong

Name:

Fergus O’Shea     

Title:

VP, Finance

Title:

Facilities Director

1.

Notwithstanding anything in the Lease to the contrary, the period for Tenant’s delivery of the Option Notice with regard to the first Option Extended Term is hereby extended such that Tenant shall be permitted to exercise such Option as provided in Addendum 1 of the Lease any time prior to August 1, 2015.

2.

The Monthly Base Rent payable during the period from April 1, 2015 through July 31, 2015 (or through such earlier date on which the Option(s) to Extend is/are exercised by Tenant, as set forth in Section 3 below) (the “Abatement Period”) shall be abated (the “Abated Base Rent”) (subject to payment as set forth in Section 3 below). Tenant shall pay Operating Expenses as provided in the Lease during the Abatement Period in the amount in effect as of February 6, 2015 (the “Reduced Operating Expenses”), and all Operating Expenses in excess of the Reduced Operating Expenses shall be abated during the Abatement Period (all such abated Operating Expenses, the “Abated OpEx”) (subject to payment as set forth in Section 3 below).

3.

If Tenant exercises any or all of the Options to Extend, then as of the date Tenant exercises the Option(s) to Extend (a) the Abatement Period shall automatically terminate and (b) Tenant shall pay to Landlord the Abated Base Rent as of the date the Option(s) to Extend is/are exercised. In addition to paying the Abated Base Rent, if Tenant exercises the Option(s) to Extend it will also be obligated to pay the Abated OpEx as of the date the Option(s) to Extend is/are exercised within ten (10) days following Landlord’s invoice therefor. For clarity, if Tenant exercises any or all of the Options to Extend prior to July 31, 2015, then the Monthly Base Rent and Operating Expenses payable during the period from the date the Option(s) to Extend is/are exercised through July 31, 2015 shall be as set forth in the Lease.

4.

Except as otherwise expressly provided herein, all defined terms used in this Second Amendment shall have the same respective meanings as are provided for such defined terms in the Lease. 

5.

Insofar as the specific terms and provisions of this Second Amendment purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of

this Second Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect.    

6.

Landlord and Tenant hereby agree that (i) this Second Amendment is incorporated into and made a part of the Lease, (ii) any and all references to the Lease hereinafter shall include this Second Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.

7.

Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

25

TENANTS:

LANDLORD:

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

PENINSULA INNOVATION PARTNERS, LLC,

a Delaware corporation

a Delaware limited liability company

dba Pac Bio, Inc.

By:

/s/ Ben Gong

By:

/s/ Fergus O’Shea

Name:

Ben Gong

Name:

Fergus O’Shea     

Title:

VP, Finance

Title:

Facilities Director

1.

The Monthly Base Rent payable during the period from April 1, 2015 through July 31, 2015 (or through such earlier date on which the Option(s) to Extend is/are exercised by Tenant, as set forth in Section 2 below) (the “Abatement Period”) shall be abated (the “Abated Base Rent”) (subject to payment as set forth in Section 2 below). Tenant shall pay Operating Expenses as provided in the Lease during the Abatement Period in the amount in effect as of February 6, 2015 (the “Reduced Operating Expenses”), and all Operating Expenses in excess of the Reduced Operating Expenses shall be abated during the Abatement Period (all such abated Operating Expenses, the “Abated OpEx”) (subject to payment as set forth in Section 2 below).

2.

If Tenant exercises any or all of the Options to Extend, then as of the date Tenant exercises the Option(s) to Extend (a) the Abatement Period shall automatically terminate and (b) Tenant shall pay to Landlord the Abated Base Rent as of the date the Option(s) to Extend is/are exercised.  In addition to paying the Abated Base Rent, if Tenant exercises the Option(s) to Extend it will also be obligated to pay the Abated OpEx as of the date the Option(s) to Extend is/are exercised within ten (10) days following Landlord’s invoice therefor. For clarity, if Tenant exercises any or all of the Options to Extend prior to July 31, 2015, then the Monthly Base Rent and Operating Expenses payable during the period from the date the Option(s) to Extend is/are exercised through July 31, 2015 shall be as set forth in the Lease.

3.

Except as otherwise expressly provided herein, all defined terms used in this Second Amendment shall have the same respective meanings as are provided for such defined terms in the Lease.

4.

Insofar as the specific terms and provisions of this Second Amendment purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Second Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect. 

5.

Landlord and Tenant hereby agree that (i) this Second Amendment is incorporated into and made a part of the Lease, (ii) any and all references to the Lease hereinafter shall include this Second Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.

6.

Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

25

TENANTS:

LANDLORD:

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

PENINSULA INNOVATION PARTNERS, LLC,

a Delaware corporation

a Delaware limited liability company

dba Pac Bio, Inc.

By:

/s/ Ben Gong

By:

/s/ Fergus O’Shea

Name:

Ben Gong

Name:

Fergus O’Shea     

Title:

VP, Finance

Title:

Facilities Director

1.

The Monthly Base Rent payable during the period from April 1, 2015 through July 31, 2015 (or through such earlier date on which the Option(s) to Extend is/are exercised by Tenant, as set forth in Section 2 below) (the “Abatement Period”) shall be abated (the “Abated Base Rent”) (subject to payment as set forth in Section 2 below). Tenant shall pay Operating Expenses as provided in the Lease during the Abatement Period in the amount in effect as of February 6, 2015 (the “Reduced Operating Expenses”), and all Operating Expenses in excess of the Reduced Operating Expenses shall be abated during the Abatement Period (all such abated Operating Expenses, the “Abated OpEx”) (subject to payment as set forth in Section 2 below). 

2.

If Tenant exercises any or all of the Options to Extend, then as of the date Tenant exercises the Option(s) to Extend (a) the Abatement Period shall automatically terminate and (b) Tenant shall pay to Landlord the Abated Base Rent as of the date the Option(s) to Extend is/are exercised.  In addition to paying the Abated Base Rent, if Tenant exercises the Option(s) to Extend it will also be obligated to pay the Abated OpEx as of the date the Option(s) to Extend is/are exercised within ten (10) days following Landlord’s invoice therefor. For clarity, if Tenant exercises any or all of the Options to Extend prior to July 31, 2015, then the Monthly Base Rent and Operating Expenses payable during the period from the date the Option(s) to Extend is/are exercised through July 31, 2015 shall be as set forth in the Lease.

3.

Except as otherwise expressly provided herein, all defined terms used in this Second Amendment shall have the same respective meanings as are provided for such defined terms in the Lease. 

4.

Insofar as the specific terms and provisions of this Second Amendment purport to amend or modify or are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Second Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect.    

5.

Landlord and Tenant hereby agree that (i) this Second Amendment is incorporated into and made a

part of the Lease, (ii) any and all references to the Lease hereinafter shall include this Second Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.

6.

Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

25

TENANTS:

LANDLORD:

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

PENINSULA INNOVATION PARTNERS, LLC,

a Delaware corporation

a Delaware limited liability company

dba Pac Bio, Inc.

By:

/s/ Ben Gong

By:

/s/ Fergus O’Shea

Name:

Ben Gong

Name:

Fergus O’Shea     

Title:

VP, Finance

Title:

Facilities Director

1.

Notwithstanding anything in the Lease to the contrary, the period for Tenant’s delivery of the Option Notice with regard to the first Option Extended Term is hereby extended such that Tenant shall be permitted to exercise such Option as provided in Addendum 1 of the Lease any time prior to August 1, 2015.

2.

The Monthly Base Rent payable during the period from April 1, 2015 through July 31, 2015 (or through such earlier date on which the Option(s) to Extend is/are exercised by Tenant, as set forth in Section 3 below) (the “Abatement Period”) shall be abated (the “Abated Base Rent”) (subject to payment as set forth in Section 3 below). Tenant shall pay Operating Expenses as provided in the Lease during the Abatement Period in the amount in effect as of February 6, 2015 (the “Reduced Operating Expenses”), and all Operating Expenses in excess of the Reduced Operating Expenses shall be abated during the Abatement Period (all such abated Operating Expenses, the “Abated OpEx”) (subject to payment as set forth in Section 3 below).

3.

If Tenant exercises any or all of the Options to Extend, then as of the date Tenant exercises the Option(s) to Extend (a) the Abatement Period shall automatically terminate and (b) Tenant shall pay to Landlord the Abated Base Rent as of the date the Option(s) to Extend is/are exercised. In addition to paying the Abated Base Rent, if Tenant exercises the Option(s) to Extend it will also be obligated to pay the Abated OpEx as of the date the Option(s) to Extend is/are exercised within ten (10) days following Landlord’s invoice therefor. For clarity, if Tenant exercises any or all of the Options to Extend prior to July 31, 2015, then the Monthly Base Rent and Operating Expenses payable during the period from the date the Option(s) to Extend is/are exercised through July 31, 2015 shall be as set forth in the Lease.

4.

Except as otherwise expressly provided herein, all defined terms used in this Third Amendment shall have the same respective meanings as are provided for such defined terms in the Lease. 

5.

Insofar as the specific terms and provisions of this Third Amendment purport to amend or modify or

are in conflict with the specific terms, provisions and exhibits of the Lease, the terms and provisions of this Third Amendment shall govern and control; in all other respects, the terms, provisions and exhibits of the Lease shall remain unmodified and in full force and effect.    

6.

Landlord and Tenant hereby agree that (i) this Third Amendment is incorporated into and made a part of the Lease, (ii) any and all references to the Lease hereinafter shall include this Third Amendment, and (iii) the Lease and all terms, conditions and provisions of the Lease are in full force and effect as of the date hereof, except as expressly modified and amended hereinabove.

7.

Any obligation or liability whatsoever of Landlord which may arise at any time under this Lease or any obligation or liability which may be incurred by it pursuant to any other instrument, transaction, or undertaking contemplated hereby shall not be personally binding upon, nor shall resort for the enforcement thereof be had to the property of, its members, trustees, directors, shareholders, officers, employees or agents, regardless of whether such obligation or liability is in the nature of contract, tort, or otherwise.

25

TENANTS:

LANDLORD:

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

PENINSULA INNOVATION PARTNERS, LLC,

a Delaware corporation

a Delaware limited liability company

dba Pac Bio, Inc.

By:

/s/ Ben Gong

By:

/s/ Fergus O’Shea

Name:

Ben Gong

Name:

Fergus O’Shea     

Title:

VP, Finance

Title:

Facilities Director