Exhibit 10.1


 


SUB-SUBLEASE


 


Dated as of July 18, 2018


 


between


 


PROTHENA BIOSCIENCES INC,


as Sub-Sublandlord


 


and


 


ASSEMBLY BIOSCIENCES, INC.,


as Sub-Subtenant


 




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TABLE OF CONTENTS


 





	 	 	 	Page
	 	 	 	 
	1.	Sub-Sublease of Premises; Access 24/7	2
	 	 	 	 
	2.	Term; Rent Commencement Date; Early Access	3
	 	 	 	 
	 	2.1	Term; Measurement	3
	 	 	 	 
	 	2.2	Rent Commencement	4
	 	 	 	 
	 	2.3	Utilities	4
	 	 	 	 
	3.	Rent	5
	 	 	 	 
	 	3.1	Base Rent	5
	 	 	 	 
	 	3.2	Management Fee	6
	 	 	 	 
	 	3.3	Operating Costs And Expenses	6
	 	 	 	 
	 	3.4	Building Operating Costs And Expenses	10
	 	 	 	 
	4.	Use	12
	 	 	 	 
	5.	Parking	12
	 	 	 	 
	 	5.1	Spaces	12
	 	 	 	 
	 	5.2	Compliance	13
	 	 	 	 
	6.	Additional Rights	13
	 	 	 	 
	 	6.1	Signage	13
	 	 	 	 
	 	6.2	Other Permits	14
	 	 	 	 
	7.	Broker Commissions	14
	 	 	 	 
	8.	Condition Of Premises	14
	 	 	 	 
	 	8.1	AS IS	14
	 	 	 	 
	9.	Sublease and Master Lease	15
	 	 	 	 
	 	9.1	Compliance With The Sublease and The Master Lease	15
	 	 	 	 
	 	9.2	Excluded Provisions	20
	 	 	 	 
	 	9.3	Inapplicable Amendments	21
	 	 	 	 
	 	9.4	Termination Of Sublease or Master Lease	22
	 	 	 	 
	 	9.5	Holding Over	23
	 	 	 	 
	 	9.6	Compliance with Law	23
	 	 	 	 
	 	9.7	Definitions	24
	 	 	 	 
	 	9.8	Use of Common Areas	24




 




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	 	9.9	Personal Property	24
	 	 	 	 
	 	9.10	Real Property	24
	 	 	 	 
	 	9.11	Intentionally Omitted	24
	 	 	 	 
	 	9.12	Alterations; Surrender Obligations	24
	 	 	 	 
	 	9.13	Maintenance and Repairs	25
	 	 	 	 
	 	9.14	Use; No Nuisance, Compliance with Laws, Liquidation Sales, & Environmental Matters	25
	 	 	 	 
	 	9.15	Insurance	26
	 	 	 	 
	 	9.16	Sublease and Assignment	26
	 	 	 	 
	 	9.17	Right of Entry and Quiet Enjoyment	26
	 	 	 	 
	 	9.18	Casualty and Taking	27
	 	 	 	 
	 	9.19	Default	27
	 	 	 	 
	 	9.20	Subordination	27
	 	 	 	 
	 	9.21	Sale of Sublandlord’s Interest	27
	 	 	 	 
	 	9.22	Estoppel Certificate	27
	 	 	 	 
	 	9.23	Subordination to CC&Rs	28
	 	 	 	 
	 	9.24	Mortgagee Protection	28
	 	 	 	 
	 	9.25	Severability	28
	 	 	 	 
	 	9.26	Surrender; No Merger	28
	 	 	 	 
	 	9.27	Interpretation	28
	 	 	 	 
	 	9.28	No Partnership	28
	 	 	 	 
	 	9.29	Financial Information	28
	 	 	 	 
	 	9.30	Costs	28
	 	 	 	 
	 	9.31	Time	28
	 	 	 	 
	 	9.32	Rules and Regulations	29
	 	 	 	 
	 	9.33	Parking and Traffic	29
	 	 	 	 
	 	9.34	Site Plan	29
	 	 	 	 
	10.	Additional Provisions	29
	 	 	 	 
	 	10.1	Notices	29
	 	 	 	 
	 	10.2	[Intentionally Omitted]	30
	 	 	 	 
	 	10.3	[Intentionally Omitted]	30
	 	 	 	 
	 	10.4	Furniture	30




 




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	 	10.5	Removal of Personal Property	31
	 	 	 	 
	 	10.6	Waiver	31
	 	 	 	 
	 	10.7	Complete Agreement	31
	 	 	 	 
	11.	Indemnification; Exculpation	32
	 	 	 	 
	 	11.1	Non-Liability Of Sub-Sublandlord	32
	 	 	 	 
	 	11.2	Non-Liability of Sub-Subtenant	32
	 	 	 	 
	 	11.3	Indemnification of Sublandlord; Indemnification of Master Landlord	33
	 	 	 	 
	 	11.4	Indemnification of Sub-Subtenant	33
	 	 	 	 
	 	11.5	Sublandlord Default; Refusal of Consents	33
	 	 	 	 
	 	11.6	Master Landlord Default; Refusal of Consents	34
	 	 	 	 
	12.	Security Deposit	34
	 	 	 	 
	13.	Abatement for Failure of Services	35
	 	 	 	 
	14.	Miscellaneous	35
	 	 	 	 
	 	14.1	Counterparts	35
	 	 	 	 
	 	14.2	Modification	35
	 	 	 	 
	 	14.3	Attorneys’ Fees	35
	 	 	 	 
	 	14.4	Binding Effect	36
	 	 	 	 
	 	14.5	Time Is Of Essence	36
	 	 	 	 
	 	14.6	Governing Law	36
	 	 	 	 
	 	14.7	Representations And Warranties Regarding Authority	36
	 	 	 	 
	 	14.8	Confidentiality	36
	 	 	 	 
	 	14.9	Securities Filings	36
	 	 	 	 
	 	14.10	Publicity	37
	 	 	 	 
	 	14.11	Consents	37
	 	 	 	 
	 	14.12	Cooperation	39
	 	 	 	 
	 	14.13	Certified Access Specialist	39
	 	 	 	 
	 	14.14	Nonresidential Building Energy Use Disclosure Requirement Compliance	39
	 	 	 	 
	 	14.15	Survival	40
	 	 	 	 
	 	14.16	Expansion Option	40
	 	 	 	 
	 	14.17	Right of First Refusal	41




 




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SUB-SUBLEASE


 


THIS SUB-SUBLEASE
(this “Sub-Sublease”) is made and entered into this 18th day of July 2018
(the “Effective Date”), by and between PROTHENA BIOSCIENCES INC, a Delaware corporation (“Sub-Sublandlord”),
and ASSEMBLY BIOSCIENCES, INC., a Delaware corporation (“Sub-Subtenant”, and together with Sub-Sublandlord,
the “Parties”).


 


RECITALS


 


A.           Tularik
Inc. (“Original Tenant”), the predecessor-in-interest of Amgen Inc., a Delaware corporation (“Sublandlord”),
entered into that certain Build-to-Suit Lease dated as of December 20, 2001 (the “Original Master Lease”)
with HCP BTC, LLC (“Master Landlord”), a Delaware limited liability company, formerly known as Slough
BTC, LLC, for the initial lease of three (3) buildings in the Oyster Point center in South San Francisco, California (the “Center”)
and rights to lease additional buildings to be constructed in the Center. The Original Master Lease was subsequently amended on
numerous occasions to, among other things, lease additional space and buildings located in the Center to Original Tenant or Sublandlord.


 


B.           Sublandlord
and Master Landlord entered into that certain Fifth Amendment to Build-to-Suit Lease and Second Amendment to Workletter dated as
of June 19, 2006 (the “Master Amendment”), pursuant to which Master Landlord leased to Sublandlord and
Sublandlord leased from Master Landlord those certain two (2) buildings in the Center with the addresses of 331 Oyster Point Boulevard,
as depicted on Exhibit B-1 attached hereto (such building, the “Subleased Premises” or the “331
Building”), and 333 Oyster Point Boulevard (such building, the “333 Building”). The 331
Building consists of 128,751 rentable square feet and the 333 Building consists of 121,706 rentable square feet. The 331 Building
and the 333 Building are collectively referred to herein as the “Buildings”. As used herein, the Original
Master Lease, as amended by the Master Amendment only shall be referred to as the “Master Lease”, a copy
of which is attached as Exhibit A-1 hereto.


 


C.           Sub-Sublandlord
and Sublandlord entered into that certain Sublease, dated as of March 22, 2016 (the “Sublease”), pursuant
to which Sublandlord leased to Sub-Sublandlord and Sub-Sublandlord leased from Sublandlord the Subleased Premises. A copy of the
Sublease is attached as Exhibit A-2 hereto.


 


D.           Sub-Sublandlord
and Sub-Subtenant now desire to provide for a sub-sublease of part of the Subleased Premises that comprises a portion of the first
(1st) floor of the 331 Building (the “First Floor Premises”) and the entire fourth (4th)
floor of the 331 Building (the “Fourth Floor Premises”), all as depicted on Exhibit B-2 attached
hereto (the “Complete Premises”), subject to and conditioned upon the terms and conditions set forth
herein.


 




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AGREEMENT


 


NOW, THEREFORE,
in consideration of the recitals set forth above, the agreements set forth below and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Sub-Sublandlord and Sub-Subtenant hereby agree as follows:


 


1.           Sub-Sublease
of Premises; Access 24/7. Subject and pursuant to the provisions hereof, Sub-Sublandlord
subleases to Sub-Subtenant, and Sub-Subtenant subleases from Sub-Sublandlord, the Premises. As used in this Sub-Sublease, at any
time the “Premises” shall mean each Delivery Portion (as defined below) that Sub-Sublandlord shall have
then delivered to Sub-Subtenant. Sub-Sublandlord may from time to time designate portions of the Complete Premises to deliver
to Sub-Subtenant (each, a “Delivery Portion”) (which may comprise all of the Complete Premises); provided,
however, that (a) Sub-Subtenant must have reasonable access to such Delivery Portion and (b) the first Delivery Portion with respect
to the Fourth Floor Premises must include as much of the Fourth Floor Premises as can then be delivered in accordance with applicable
law, it being understood that (x) if the Stair Closure Work (as defined below) has been completed at such time, then the first
Delivery Portion with respect to the Fourth Floor Premises is expected to include all of the Fourth Floor Premises and (y) if
the Stair Closure Work has not been completed at such time, then the first Delivery Portion with respect to the Fourth Floor Premises
will include as much of the Fourth Floor Premises as can then be delivered in accordance with applicable law (but in no event
shall such delivery consist of less than 35,020 rentable square feet). Sub-Sublandlord shall use good faith efforts to (1) submit
and obtain any and all necessary permits required to be obtained by Sub-Sublandlord under this Lease for Sub-Sublandlord to deliver
the Complete Premises to Sub-Subtenant, (2) complete any and all improvements required to be completed by Sub-Sublandlord under
this Lease for Sub-Sublandlord to deliver the Complete Premises to Sub-Subtenant, (3) deliver the Fourth Floor Premises not later
than the date that is ninety (90) days after the Effective Date, and (4) deliver the Complete Premises not later than November
30, 2018. As used in this Sub-Sublease, “Delivery Date” shall mean each date on which Sub-Sublandlord
delivers a Delivery Portion to Sub-Subtenant. Sub-Sublandlord shall have no obligation to deliver any Delivery Portion to Sub-Subtenant
until all of the following have been satisfied: (i) this Sub-Sublease has been executed and delivered by Sub-Sublandlord and Sub-Subtenant,
(ii) all consents necessary for the effectiveness of this Sub-Sublease have been executed and delivered, including, without limitation,
any consents required pursuant to the Master Lease, including the Master Landlord Consent (as defined in Section 14.11.2),
and the Sublease, including the Sublandlord Consent (as defined in Section 14.11.1), (iii) as a condition to the delivery
of the first Delivery Portion to be delivered by Sub-Sublandlord to Sub-Subtenant only, (A) Sub-Subtenant has delivered to Sub-Sublandlord
the first month’s Base Rent, Operating Expenses and Building Operating Expenses, as more particularly set forth in Sections 3.1,
3.3.1 and 3.4.1 below and (B) Sub-Subtenant has delivered to Sub-Sublandlord the Security Deposit (as defined
in Section 12 below); (iv) Sub-Subtenant has delivered to Sub-Sublandlord written evidence that Sub-Subtenant carries
the insurance Sub-Subtenant is required to carry as set forth in Section 9.15 of this Sub-Sublease in form and substance
reasonably acceptable to Sub-Sublandlord; and (v) as a condition to the delivery of any Delivery
Portion that constitutes First 


 




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Floor Premises only, Sub-Sublandlord shall have received, to the extent required by applicable law,
approval from the applicable local and state governmental authorities with respect to decommissioning of any such Delivery Portion
that is currently used as wet laboratory space (each such approval, a “Decommissioning Approval”). Sub-Sublandlord
shall deliver the First Floor Premises vacant, in good condition with all systems serving the First Floor Premises in good repair,
and fully demised including doorways to adjacent premises not subleased sealed. Following receipt of the Master Landlord Consent
and the Sublandlord Consent, Sub-Sublandlord shall diligently proceed to close the stairs connecting the third (3rd)
and fourth (4th) floors of the 331 Building (the “Stair Closure Work”). Sub-Subtenant acknowledges
and agrees that Sub-Sublandlord intends to vacate portions of the first floor of the 331 Building and to convert portions of the
first floor of the 331 Building into laboratory space before Sub-Sublandlord seeks any Decommissioning Approval for certain portions
of the first floor of the 331 Building.


 


Subject to the terms of the Sublease and
the Master Lease incorporated into this Sub-Sublease, Sub-Subtenant shall have access to the Premises 24 hours per day, seven days
a week, 52 weeks per year. For the avoidance of doubt, Sub-Subtenant’s access to the 331 Building prior to the first Delivery
Date shall be at Sub-Sublandlord’s sole discretion.


 


2.            Term;
Rent Commencement Date; Early Access.


 


2.1           Term;
Measurement. The term (the “Term”) of this Sub-Sublease
shall commence upon the date (the “Commencement Date”) that this Sub-Sublease has been executed and
delivered by Sub-Sublandlord and Sub-Subtenant, all consents necessary for the effectiveness of this Sub-Sublease have been executed
and delivered, including, without limitation, any consents required pursuant to the Master Lease, including the Master Landlord
Consent, and the Sublease, including the Sublandlord Consent, and shall continue until December 15, 2023 (the “Expiration
Date”), unless sooner terminated pursuant to the provisions of this Sub-Sublease. The obligation to pay Rent (as
defined in Section 3.3.5 below) shall commence upon the earliest Rent Commencement Date as described in Section 2.2
below, and shall continue throughout the Term. Sub-Sublandlord and Sub-Subtenant hereby agree that (i) the Complete Premises
are deemed to consist of 46,641 rentable square feet (comprised of 37,955 usable square feet plus 8,686 shared square feet), (ii)
the First Floor Premises are deemed to consist of 7,730 rentable square feet (comprised of 6,290 usable square feet plus 1,440
shared square feet), (ii) the three (3) labs constituting a portion of the First Floor Premises are deemed to consist of 4,467
rentable square feet (comprised of 3,635 usable square feet plus 832 shared square feet), (iii) the tissue culture space constituting
a portion of the First Floor Premises is deemed to consist of 3,263 rentable square feet (comprised of 2,655 usable square feet
plus 608 shared square feet) and (iv) the Fourth Floor Premises are deemed to consist of 38,911 rentable square feet (comprised
of 31,665 usable square feet plus 7,246 shared square feet), in each case, without regard to the actual rentable square feet,
usable square feet or shared square feet of such areas. Neither Party makes, and neither Party has made, any representation or
warranty with respect to the size of the Premises or the Complete Premises; each Party is responsible for undertaking its own analysis
of the size of the Premises and the Complete Premises; and neither Party is relying on any representation, warranty or


 




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 statement
made by the other Party with respect to the size of the Premises or the Complete Premises in connection with this Sub-Sublease.


 


2.2          Rent
Commencement.


 


2.2.1           Rent
Commencement Date. Sub-Subtenant’s obligation to pay Base Rent, Operating Expenses
and Building Operating Expenses under this Sub-Sublease shall commence, with respect to any Delivery Portion, on the Delivery
Date with respect to such Delivery Portion (each, a “Rent Commencement Date”).


 


2.2.2           Confirmation
of Dates and Measurements. Following the request of either Party, the Parties agree
to promptly execute and deliver a factually-correct written confirmation documenting the Commencement Date, each Rent Commencement
Date, and the Expiration Date. Sub-Sublandlord and Sub-Subtenant shall jointly determine the rentable square feet of any Delivery
Portion and the Premises, subject to the agreed determinations of the rentable square feet of the Complete Premises and certain
portions thereof as set forth in Section 2.1. Following the request of either Party, the Parties agree to promptly execute
and deliver a written confirmation documenting the rentable square feet of each Delivery Portion and the Premises.


 


2.3          Utilities.
From and after each Delivery Date, Sub-Subtenant shall be solely responsible to pay for all utilities and services provided
to the Premises (including water, electricity, gas, heat, sewer, telephone, alarm system and janitorial), including any taxes
on such services and utilities. However, if any of the utilities are not separately metered, then Sub-Subtenant shall pay, within
five (5) business days of Sub-Subtenant’s receipt of Sub-Sublandlord’s invoice therefor, the amount reasonably determined
by Sub-Sublandlord to be Sub-Subtenant’s equitable share of the monthly charge for any such utilities (or Sub-Sublandlord
may include such costs in Building Operating Expenses (as defined in Section 3.4.1 below). Sub-Subtenant shall not, without
Sub-Sublandlord’s prior written consent, use heat-generating machines, machines other than normal fractional horsepower
office machines, or equipment or lighting other than building standard lights in the Premises, which may affect the temperature
otherwise maintained by the air conditioning system or increase the water normally furnished for the Premises. If such consent
is given Sub-Sublandlord shall have the right to require installation of supplementary air conditioning units or other facilities
in or serving the Premises, including supplementary or additional metering devices, and all of the reasonable costs thereof allocable
to the Premises, including the cost of installation, operation and maintenance, increased wear and tear on existing equipment
(subject to normal wear and tear) and other similar charges, shall be paid by Sub-Subtenant to Sub-Sublandlord upon billing by
Sub-Sublandlord.


 




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3.            Rent.


 


3.1          Base
Rent. Commencing on the earliest Rent Commencement Date, Sub-Subtenant shall
pay as monthly base rent for the Premises (“Base Rent”) at the rates set forth in the following table:


 


	Months	 	Monthly Base Rent per

rentable square foot	 	Monthly Base Rent for the

Complete Premises

(following delivery of

Premises)
	Rent Commencement Date –August 31, 2019 	 	$4.85 per rentable square foot	 	$226,208.85 (prorated)
	September 1, 2019-August 31, 2020 	 	$5.02 per rentable square foot	 	$234,137.82
	September 1, 2020-August 31, 2021 	 	$5.20 per rentable square foot	 	$242,533.20
	September 1, 2021-August 31, 2022 	 	$5.38 per rentable square foot	 	$250,928.58
	September 1, 2022-August 31, 2023	 	$5.57 per rentable square foot	 	$259,790.37
	September 1, 2023-December 15, 2023  	 	$5.76 per rentable square foot	 	
        $268,652.16

        (prorated for December)



 


Such Base Rent shall be applicable to the
months set forth above without regard to when any Rent Commencement Date actually occurs. Base Rent and Additional Rent (as defined
herein) shall be paid to Sub-Sublandlord without demand, deduction, set-off or counterclaim, in each case except as expressly provided
to the contrary herein, in advance, with respect to any calendar month during the Term of this Sub-Sublease, on the date that is
at least five (5) days before the end of the preceding calendar month during the Term of this Sub-Sublease, except Sub-Subtenant
shall pay the Base Rent that would be payable with respect to the Complete Premises for the first (1st) full calendar
month within two (2) business days following the earliest Rent Commencement Date (as if the Premises were comprised of the Complete
Premises at such time) (which amount is $226,208.85). Such pre-paid Base Rent shall be applied to the Monthly Base Rent of the
Premises as it becomes due for subsequent months until exhausted. In the event of a partial rental month as a result of a Rent
Commencement Date occurring on a day other than the first (1st) day of a calendar



 




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month, Base Rent with respect to the Delivery
Portion to which such Rent Commencement Date relates shall be prorated on the basis of the number of actual days in such month.
All payments due to Sub-Sublandlord shall be paid to Sub-Sublandlord by wire transfer to the following bank account:


 


 


[redacted]


 





 


or such other payment method as Sub-Sublandlord
may specify in a written notice delivered pursuant to Section 10.1 below.


 


3.2          Management
Fee. Concurrently with each payment of Base Rent, Sub-Subtenant shall pay to
Sub-Sublandlord a management fee equal to 3.0% of such payment of Base Rent for any Premises delivered (the “Management
Fee”). Notwithstanding the foregoing, Sub-Subtenant shall not be required to pay the Management Fee if Sub-Sublandlord
has retained a manager to manage the 331 Building and includes the management fee owed to such manager as a Building Operating
Expense.


 


3.3          Operating
Costs And Expenses.


 


3.3.1           Payment;
Annual Statement of Operating Expenses. Commencing on the earliest Rent Commencement Date, Sub-Subtenant shall pay to Sub-Sublandlord,
as “Additional Rent” hereunder, all of the Operating Expenses (as defined in the Master Lease) allocated to the Premises
under this Sub-Sublease, the Sublease and the Master Lease. All Operating Expenses shall be payable, in advance, with respect
to any calendar month during the Term of this Sub-Sublease, on the date that is at least five (5) days before the end of the preceding
calendar month during the Term of this Sub-Sublease in accordance with Section 9.3 of the Original Master Lease, except
Sub-Subtenant shall pay the estimated Operating Expenses that would be payable with respect to the Complete Premises for the first
(1st) full calendar month after the earliest Rent Commencement Date (as if the Premises were comprised of the Complete
Premises at such time) (currently estimated to be $41,063.30, subject to adjustment and reconciliation in accordance with the
terms hereof) within two (2) business days following the earliest Rent Commencement Date (as if the Premises were comprised of
the Complete Premises at such time). Such pre-payment of Operating Expenses shall be applied to Operating Expenses as amounts
become due until exhausted. Within thirty (30) days following Sub-Sublandlord’s receipt thereof, Sub-Sublandlord shall provide
Sub-Subtenant with copies of (i) Master Landlord’s estimated statement of Operating Expenses (as applicable to the
Premises) provided to Sub-Sublandlord pursuant to Section 3.3.1 of the Sublease, as may be adjusted from time to time pursuant
to the terms of the Master Lease or the Sublease, and (ii) Master Landlord’s annual



 




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statement of Operating Expenses (as applicable to the Premises) provided to Sub-Sublandlord pursuant to Section 3.3.1 of
the Sublease (with reference to Section 9.3 of the Master Lease), as may be adjusted from time to time pursuant to the terms
of the Master Lease or the Sublease). Sub-Sublandlord agrees that Sub-Subtenant shall be entitled, upon reasonable written notice
to Sub-Sublandlord and during normal business hours at Sub-Sublandlord’s office or such other place as Sub-Sublandlord shall
designate, to inspect and examine Sub-Sublandlord’s books and records relating to the determination and payment of Operating
Expenses (including, for the avoidance of doubt, the Building Operating Expenses) related to the Premises for the immediately preceding
Lease Year. Subject to the Incorporation Provisions (defined below), the provisions of Article 9 of the Master Lease are
incorporated herein only to the extent specifically referenced in this Sub-Sublease. Further, Sub-Subtenant acknowledges and agrees
that, although Article 9 of the Original Master Lease is not otherwise specifically incorporated into this Sub-Sublease,
Article 9 of the Master Lease governs and controls for all purposes the determination of Operating Expenses payable by Sub-Sublandlord
that Sub-Sublandlord is passing through to Sub-Subtenant in accordance with the terms of this Section 3.3. Notwithstanding
anything in this Sub-Sublease to the contrary, Sub-Subtenant shall not be required to pay any Operating Expenses attributable to
or arising from the Phase I Buildings (as defined in the Original Master Lease), it being agreed that Sub-Subtenant shall only
be obligated to pay Operating Expenses that Sub-Sublandlord is obligated to pay under the Master Lease or the Sublease that are
allocated by Master Landlord or Sublandlord to the Subleased Premises (and further allocated by the Sub-Sublandlord to the Premises),
without duplication, subject to Sub-Subtenant’s audit rights set forth in Section 3.3.3. Notwithstanding anything
in this Sub-Sublease to the contrary, in no event shall the Operating Expenses allocated to the Premises under the Sublease or
the Master Lease be less than the Proportional Share of Operating Expenses of the Operating Expenses that are allocated to the
Subleased Premises under the Sublease. “Proportional Share of Operating Expenses” means a fraction, the
numerator of which is the number of rentable square feet of the Premises at the time of the calculation and the denominator of
which is the number of rentable square feet of the Subleased Premises that is occupied by Sub-Sublandlord, Sub-Subtenant or any
other person or entity (the “Occupied Subleased Premises”), which as of the first Delivery Date is expected
to be equal to approximately 39.6% and, upon the date of delivery of the Complete Premises, is expected to be equal to 47.5%.


 


3.3.2           Pro-ration.
If the Term shall commence on any day other than January 1 or expire or earlier terminate on any date other than December
31, Sub-Subtenant’s obligations under Section 3.3.1 for such first or last partial calendar year shall be prorated
on the basis of (a) the number of days elapsed during such calendar year during which this Sub-Sublease is in effect bears to
(b) 365. In the event that the Term shall expire or earlier terminate on any date other than December 31, for purposes of Section
3.3.1, Sub-Sublandlord may either reasonably project, as of the date of such expiration or termination, the Operating Expenses
for such calendar year and bill Sub-Subtenant for Sub-Subtenant’s share thereof at any time thereafter or wait until receipt
of Master Landlord’s calculation thereof for the entire calendar year in question and bill Sub-Subtenant for Sub-Subtenant’s
share thereof at any time thereafter; provided, however, if Sub-Sublandlord
reasonably projects the amount of such Operating


 




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 Expenses, Sub-Sublandlord shall reconcile such projection with the actual Operating
Expenses due following the receipt of the actual annual statement of Operating Expenses for such calendar year and shall follow
the terms of Section 9.4(a) of the Original Master Lease with respect to the amounts owed or to be reimbursed. Sub-Sublandlord
shall from time to time equitably adjust the estimated Operating Expenses payable by Sub-Subtenant to reflect, with respect to
the then-current calendar year, (i) the delivery by Sub-Sublandlord to Sub-Subtenant of any Delivery Portion during such calendar
year and the increase in the Proportional Share of Operating Expenses in connection therewith and (ii) any increase or decrease
in the Occupied Subleased Premises and the increase or decrease, as applicable, in the Proportional Share of Operating Expenses
in connection therewith; provided, that for purposes of this Section 3.3, the Occupied Subleased Premises shall not be deemed
to decrease as a result of Sub-Sublandlord’s failure to occupy any portion of the Subleased Premises that is occupied by
Sub-Sublandlord as of the Effective Date.


 


If the obligation to pay any component
of Rent under this Sub-Sublease commences on a day other than the first day of a calendar month, or if the Term of this Sub-Sublease
terminates on a day other than the last day of a calendar month, the Rent for such first or last month of the Term shall be prorated
based on the number of days the Term of this Sub-Sublease is in effect during such month. If an increase in Rent becomes effective
on a day other than the first day of a calendar month, the calculation of Rent for such month shall be the sum of the two applicable
rates, each prorated for the portion of the month during which such rate is in effect.


 


3.3.3           Annual
Reconciliation; Accounting; Audit Rights. Because the Master Lease and the Sublease
provide for the payment by Sub-Sublandlord of Operating Expenses on the basis of an estimate thereof, as and when adjustments
between estimated and actual Operating Expenses are made under the Master Lease or the Sublease, as applicable, the obligations
of Sub-Sublandlord and Sub-Subtenant hereunder shall be adjusted in a like manner; and if any such adjustment shall occur after
the expiration or earlier termination of the Term, then the obligations of Sub-Sublandlord and Sub-Subtenant under this Section
3 shall survive such expiration or termination. Sub-Subtenant shall pay those Operating Expenses allocated to the Premises
by the Sub-Sublandlord based on Master Landlord’s estimate thereof (as it may be adjusted from time to time in accordance
with the Master Lease) provided to Sub-Subtenant pursuant to Section 3.3.1 above. Within thirty (30) days after Sub-Sublandlord
receives from the Sublandlord the annual statement of actual Operating Expenses incurred by Master Landlord (the “Accounting”),
Sub-Sublandlord shall provide Sub-Subtenant an accounting of the actual Operating Expenses payable with respect to the Premises
as reflected in the Accounting. Sub-Sublandlord shall equitably adjust the Accounting, with respect to the period to which the
Accounting relates, to reflect the delivery by Sub-Sublandlord to Sub-Subtenant of any Delivery Portion during such period and
the increase in the Proportional Share of Operating Expenses in connection therewith. In the event that the Accounting shows that
Sub-Subtenant paid more or less than the actual Operating Expenses payable by Sub-Subtenant hereunder, then Sub-Subtenant shall
either promptly receive a credit against future Rent (or such amount shall be promptly
paid to Sub-Subtenant if the Term has expired or been terminated) or shall be required to pay to Sub-Sublandlord the deficient
amount within twenty (20) days after Sub-Subtenant’s receipt of such 


 




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Accounting. Sub-Sublandlord shall, upon the written
request of Sub-Subtenant and at Sub-Subtenant’s sole cost and expense, request in writing that Sublandlord exercise its rights
to examine Master Landlord’s books and records in a commercially reasonable manner (subject to, and in accordance with, the
terms of the Sublease and the Master Lease), to confirm the accuracy of the Operating Expenses identified in the annual statement
provided by Master Landlord as payable with respect to the Premises. In such event, Sub-Sublandlord shall deliver the results of
such examination to Sub-Subtenant promptly after Sub-Sublandlord receives such results from Sublandlord, and shall reasonably cooperate
with Sub-Subtenant, Sublandlord and Master Landlord to resolve any outstanding issues or concerns in accordance with the terms
of the Master Lease and the Sublease. Subject to the foregoing, any and all amounts paid by Sub-Sublandlord under the Sublease
or the Master Lease for Operating Expenses, real estate taxes or assessments, and other charges with respect to the Premises accrued
during the Term (or otherwise due to the actions of Sub-Subtenant, or its agents, employees or contractors) shall be conclusively
deemed to be accurate and binding upon Sub-Subtenant for purposes of interpretation of this Section 3.


 


3.3.4           Payment
of Extra Charges. In addition to the amounts payable under Section 3.3.1,
Sub-Subtenant shall pay to Sub-Sublandlord within seven (7) days of Sub-Subtenant’s receipt of Sub-Sublandlord’s written
invoice therefor: (i) any charges, costs, fees or expenses for which Sub-Sublandlord or Sublandlord is separately charged under
the Sublease or the Master Lease (and which are not part of Operating Expenses) and which are attributable to the Premises and
accrued during the Term, including, without limitation, personal property taxes and excess electrical consumption charges (if
any); (ii) any and all other sums of money (other than those attributable to Operating Expenses and the charges, costs, fees or
expenses covered by clause (i) above) which are or may become payable by Sub-Sublandlord to Sublandlord or by Sublandlord to Master
Landlord relating to the Premises and that have accrued during the Term; (iii) any real property taxes and assessments related
to the Premises that are separately billed to Sublandlord or Sub-Sublandlord and that have accrued during the Term; (iv) any and
all charges of Master Landlord or other amounts payable to Master Landlord under the Master Lease caused by Sub-Subtenant’s
failure to perform its obligations under this Sub-Sublease and (v) any and all charges of Sublandlord or other amounts payable
to Sublandlord under the Sublease caused by Sub-Subtenant’s failure to perform its obligations under this Sub-Sublease.


 


3.3.5           “Rent”
Definition.  All forms of additional rent and any other amounts payable by Sub-Subtenant
to Sub-Sublandlord shall be payable by Sub-Subtenant without notice, demand, deduction, offset or abatement, in each case except
as expressly provided to the contrary herein, in lawful money of the United States to Sub-Sublandlord at such places and to such
persons as Sub-Sublandlord may direct. All such amounts, together with Base Rent, are collectively referred to herein as “Rent.”


 


3.3.6           Interest
and Late Charges. Subject to the Incorporation Provisions (defined below), Section
3.2 of the Original Master Lease is hereby incorporated by reference. Any interest and late charges accrued under this Section
and Section 3.4 below shall be deemed to be “Additional Rent” payable hereunder. Notwithstanding anything


 






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in this
Sub-Sublease to the contrary, Sub-Subtenant shall be entitled to a grace period of five (5) business days for the first delinquent
payment of Base Rent without the payment of interest or late charges, provided, however, that such late charge and payment of
interest shall accrue from and after expiration of such 5-business day grace period.


 


3.4           Building
Operating Costs And Expenses.


 


3.4.1           Payment;
Annual Statement of Building Operating Expenses. Commencing on the earliest Rent Commencement Date, Sub-Subtenant shall
pay to Sub-Sublandlord, as “Additional Rent” hereunder, Sub-Subtenant’s Proportional Share of Building
Operating Expenses of the cost of (i) repairing and maintaining the Subleased Premises (including the Building Common Areas
and the Building Common Systems (each as defined in Section 9.13 below)) (other than costs, if any, that are included
in Operating Expenses or costs paid directly by Sub-Subtenant), but excluding any portion of the Subleased Premises that is
not available for use by Sub-Subtenant, (ii) paying real estate taxes and assessments for the Subleased Premises and (iii)
procuring and maintaining insurance for the Subleased Premises (other than, in each case, costs that are included in
Operating Expenses) (collectively, the “Building Operating Expenses”). All Building Operating
Expenses shall be payable, in advance, with respect to any calendar month during the Term of this Sub-Sublease, on the date
that is at least five (5) days before the end of the preceding calendar month during the Term of this Sub-Sublease in
accordance with Section 9.3 of the Original Master Lease, except Sub-Subtenant shall pay the estimated Building
Operating Expenses that would be payable with respect to the Complete Premises for the first (1st) full calendar
month after the earliest Rent Commencement Date (as if the Premises were comprised of the Complete Premises at such time)
(currently estimated to be $18,525.00, subject to adjustment and reconciliation in accordance with the terms hereof and
excluding the cost of utilities) within two (2) business days following the earliest Rent Commencement Date (as if the
Premises were comprised of the Complete Premises at such time). Such pre-payment of Building Operating Expenses shall
be applied to Building Operating Expenses as amounts become due until exhausted. Sub-Sublandlord shall provide to
Sub-Subtenant an estimated statement of Building Operating Expenses with respect to any calendar year (an
 “Estimate”) not later than March 15 of such calendar year. Sub-Sublandlord shall endeavor to
provide an Estimate for the calendar year in which the Commencement Date occurs on or before the Commencement Date. The
Estimate may be revised and reissued by Sub-Sublandlord from time to time. “Proportional Share of Building
Operating Expenses” means a fraction, the numerator of which is the number of rentable square feet of the
Premises at the time of the calculation and the denominator of which is the number of rentable square feet of the Occupied
Subleased Premises, which as of the first Delivery Date is expected to be equal to approximately 39.6% and, upon the date of
delivery of the Complete Premises, is expected to be equal to 47.5%. In no event will Building Operating Expenses allocated
to the Premises be less than the Proportional Share of Building Operating Expenses of the Building Operating Expenses.


 


3.4.2           Pro-ration.
If the Term shall commence on any day other than January 1 or expire or earlier terminate on any date other than December
31, Sub-


 






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Subtenant’s obligations under Section 3.4.1 for such first or last partial calendar year shall be prorated
on the basis of (a) the number of days elapsed during such calendar year during which this Sub-Sublease is in effect bears to
(b) 365. In the event that the Term shall expire or earlier terminate on any date other than December 31, for purposes of Section
3.4.1, Sub-Sublandlord may reasonably project, as of the date of such expiration or termination, the Building Operating Expenses
for such calendar year and bill Sub-Subtenant for Sub-Subtenant’s share thereof at any time thereafter; provided, however,
if Sub-Sublandlord reasonably projects the amount of such Building Operating Expenses, Sub-Sublandlord shall reconcile such projection
with the actual Building Operating Expenses due following the delivery to Sub-Subtenant of the actual annual statement of Building
Operating Expenses for such calendar year. If on the basis of such statement Sub-Subtenant owes an amount that is more or less
than the estimated payments for such calendar previously made by Sub-Subtenant, Sub-Subtenant or Sub-Sublandlord, as the case
may be, shall pay the deficiency to the other Party within thirty (30) days after delivery of the statement. Sub-Sublandlord shall
from time to time equitably adjust the estimated Building Operating Expenses payable by Sub-Subtenant to reflect, with respect
to the then-current calendar year, (i) the delivery by Sub-Sublandlord to Sub-Subtenant of any Delivery Portion during such calendar
year and the increase in the Proportional Share of Building Operating Expenses in connection therewith and (ii) any increase or
decrease in the Occupied Subleased Premises and the increase or decrease, as applicable, in the in the Proportional Share of Building
Operating Expenses in connection therewith.


 


3.4.3           Annual
Reconciliation; Accounting. Sub-Subtenant shall pay those Building Operating Expenses
allocated to the Premises by the Sub-Sublandlord based on the Estimate (as it may be adjusted from time to time). Within one hundred
twenty (120) days after the end of any calendar year, Sub-Sublandlord shall provide Sub-Subtenant an accounting of the actual
Building Operating Expenses payable with respect to the Premises (the “Sub-Sublease Accounting”). Such
Sub-Sublease Accounting shall include an equitable adjustment of the actual Building Operating Expenses to reflect, with respect
to preceding calendar year, the delivery by Sub-Sublandlord to Sub-Subtenant of any Delivery Portion during such calendar year
and the increase in the Proportional Share of Building Operating Expenses in connection therewith. In the event that the Sub-Sublease
Accounting shows that Sub-Subtenant paid more or less than the actual Building Operating Expenses payable by Sub-Subtenant hereunder,
then Sub-Subtenant shall either promptly receive a credit against future Rent (or such amount shall be promptly paid to Sub-Subtenant
if the Term has expired or been terminated) or shall be required to pay to Sub-Sublandlord the deficient amount within fifteen
(15) days after Sub-Subtenant’s receipt of such Sub-Sublease Accounting.


 


At any time
within one hundred twenty (120) days after receipt of such Sub-Sublease Accounting, Sub-Subtenant shall be entitled, upon
reasonable written notice to Sub-Sublandlord and during normal business hours at Sub-Sublandlord's office, to request an
independent audit to inspect and examine those books and records of Sub-Sublandlord relating to the determination and payment
of Building Operating Expenses relating to the immediately preceding lease year covered by such annual Sub-Sublease
Accounting. The independent audit of the books and records shall


 






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be conducted by a certified public accountant or professional
lease auditor reasonably acceptable to both Sub-Sublandlord and Sub-Subtenant or, if the parties are unable to agree, by a certified
public accountant appointed by the Presiding Judge of the San Mateo County Superior Court upon the application of either Sub-Sublandlord
or Sub-Subtenant (with notice to the other party). In either event, such certified public accountant shall be one who (i) is not
then or at any time within the preceding five (5) years employed in any capacity by Sub-Sublandlord or Sub-Subtenant or by any
of their respective affiliates and (ii) is not retained on a contingency fee basis. If it is determined, by mutual agreement of
Sub-Sublandlord and Sub-Subtenant or by independent audit, that the amount of Building Operating Expenses billed to or paid by
Sub-Subtenant for the applicable lease year was incorrect, then the appropriate party shall pay to the other party the deficiency
or overpayment, as applicable, within thirty (30) days after the final determination of such deficiency or overpayment. All costs
and expenses of the audit shall be paid by Sub-Subtenant unless the audit shows that Sub-Sublandlord overstated Building Operating
Expenses for the subject lease year by more than five percent (5%), in which case Sub-Sublandlord shall pay all costs and expenses
of the audit.


 


3.5         Shared
Services Fee. Sub-Sublandlord and Sub-Subtenant shall negotiate in good faith a side letter agreement to address allocation
of costs for shared services which, to the extent agreed by Sub-Sublandlord and Sub-Subtenant, may include, but are not limited
to, specialty gas delivery, lab coat service, glass washing, loading dock receiving, and security.


 


4.           Use.
Sub-Subtenant shall use and occupy the Premises only for the purposes set forth in Section 13.1 of the Original Master
Lease, and for no other purpose.


 


5.           Parking.


 


5.1           Spaces. Subject
to the provisions of this Section 5, Sub-Subtenant shall have the same parking rights as Sub-Sublandlord has with
respect to the Premises under the Sublease (the “Parking Spaces”) during the Term, including,
without limitation, as set forth in Section 21.20 of the Original Master Lease and Section 1(g) of the Master
Amendment; provided, that, for the avoidance of doubt, Sub-Subtenant shall not be entitled to more than Sub-Subtenant’s
Proportional Share of the parking spaces constituting the Parking Spaces (rounded up to the next whole parking space).
Sub-Sublandlord shall not take any action to cause Master Landlord or Sublandlord to reduce Sub-Sublandlord’s parking
rights with respect to the Premises under the Master Lease or the Sublease. All Parking Spaces are unassigned and
nonexclusive spaces, and notwithstanding any provision herein or in the Master Lease to the contrary, shall be provided to
Sub-Subtenant at no cost or expense, except for expenses included in Operating Expenses pursuant to (i) Section
9.2(a)(vi) of the Master Lease or (ii) the second to last sentence of Section 9.2(b) of the Master Lease.


 


5.2           Compliance.
Sub-Subtenant shall comply (and cause each of its employees, contractors, representatives, and invitees using such privileges
to comply) with all


 






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rules, regulations and requirements of Master Landlord with respect to use of the Parking Spaces, the Transportation
Demand Management Plan (TDMP) and other matters relating thereto.


 


6.           Additional
Rights.


 


6.1           Signage.
Subject to the Incorporation Provisions, Section 11.5 of the Original Master Lease is hereby incorporated by reference;
provided, however, that the phrase “with lighted signage” is hereby replaced with “one lighted sign, which shall
be located in a location reasonably determined by Sub-Sublandlord to provide Subtenant with visibility”. All signage of
Sub-Subtenant, and the right of Sub-Subtenant to install such signage, shall (i) be subject to the terms of the Sublease and the
Master Lease, Sublandlord’s reasonable approval, Sub-Sublandlord’s reasonable approval and Master Landlord’s
approval, including, without limitation, as to design, composition, size and location (as and to the extent set forth in the Sublease,
Master Lease, the Sublandlord Consent or the Master Landlord Consent), (ii) comply with all restrictions and requirements of applicable
law and of any covenants, conditions and restrictions or other written agreements now or hereafter applicable to the 331 Building
and (iii) be undertaken at Sub-Subtenant’s sole cost and expense, including, without limitation, all costs of installation,
maintenance, repair, restoration and removal. Should the signage constructed pursuant to this Section 6.1 (the “Signage”)
require maintenance or repairs as determined in Sub-Sublandlord’s reasonable judgment, Sub-Sublandlord shall have the right
to provide written notice thereof to Sub-Subtenant and Sub-Subtenant shall cause such repairs and/or maintenance to be performed
within sixty (60) days after receipt of such notice from Sub-Sublandlord at Sub-Subtenant’s sole cost and expense. Should
Sub-Subtenant fail to perform such maintenance and repairs within the period described in the immediately preceding sentence,
Sub-Sublandlord shall have the right to cause such work to be performed and to charge Sub-Subtenant, as “Additional Rent,”
for the cost of such work. Upon the expiration or earlier termination of this Sub-Sublease, Sub-Subtenant shall, at Sub-Subtenant’s
sole cost and expense, cause the Signage to be removed from the exterior of the 331 Building and shall cause the exterior of the
331 Building to be restored to its condition existing prior to the placement of such Signage (normal wear and tear excepted).
If Sub-Subtenant fails to remove such Signage or fails to restore the exterior of the 331 Building as provided in the immediately
preceding sentence within thirty (30) days following the expiration or earlier termination of this Sub-Sublease, then Sub-Sublandlord
may perform such work, and all costs and expenses incurred by Sub-Sublandlord in so performing such work shall be reimbursed by
Sub-Subtenant to Sub-Sublandlord within ten (10) business days after Sub-Subtenant’s receipt of invoice therefor. The immediately
preceding sentence shall survive the expiration or earlier termination of this Sub-Sublease. As of the Effective Date, Master
Landlord has approved the installation of only one (1) sign on the exterior of the 331 Building. Nothing in this Section 6.1 shall
require Sub-Sublandlord to modify or remove Sub-Sublandlord’s signage located on the 331 Building as of the Effective Date
so as to permit Sub-Subtenant to install signage on the 331 Building.


 


6.2           Other
Permits. Sub-Subtenant will be responsible for obtaining its own permits with
respect to any new building systems or any improvements to existing building


 






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systems serving the Premises exclusively or which
are required for operation of Sub-Subtenant’s business or occupancy of the Premises, including without limitation, certificates
of occupancy, fire protection system permits and any necessary permits allowing use of chemicals in the Premises, except for any
such permits that may have already been obtained by Sub-Sublandlord and which are freely transferable to Sub-Subtenant without
the payment of any transfer fee and without any requirement to obtain the consent of any regulatory, governmental, or quasi-governmental
agency with respect to such transfer. Sub-Sublandlord will be responsible for obtaining the Decommissioning Approval and all necessary
permits with respect to the Stair Closure Work.


 


7.            Broker
Commissions. Each Party represents and warrants that it has dealt with no broker
in connection with this Sub-Sublease and the transactions contemplated herein, except that Sub-Sublandlord has been represented
by Savills Studley (the “Primary Broker”) and Sub-Subtenant has been represented by Newmark Cornish
 & Carey (the “Secondary Broker”). Following full execution and delivery of this Sub-Sublease and
the Consents, Sub-Sublandlord shall pay the commission payable to the Primary Broker as a result of or in connection with this
Sub-Sublease (the “Commission”) pursuant to, and in accordance with, the terms of a separate agreement
between the Primary Broker and Sub-Sublandlord (the “Primary Broker Agreement”), and neither Sub-Sublandlord
nor Sub-Subtenant shall have any obligation to pay any portion of the Commission or any other commission to the Secondary Broker.
It is Sub-Sublandlord’s and Sub-Subtenant’s understanding that the Primary Broker will share the Commission with the
Secondary Broker pursuant to the Primary Broker Agreement. Each Party shall indemnify, defend and hold the other Party free and
harmless from and against any claim, loss, damage, liability, obligation, cost or expense, including reasonable attorneys’
fees suffered, incurred or asserted arising from the breach of the indemnifying Party’s representations and warranties set
forth in this Section 7. Under no circumstances will the Primary Broker, the Secondary Broker or any other broker or agent
be deemed to be a third party beneficiary of this Sub-Sublease.


 


8.            Condition
Of Premises.


 


8.1           AS
IS. Subject to Sub-Sublandlord’s obligation to perform the Stair Closure Work and to demise the First Floor
Premises, Sub-Subtenant has inspected the Premises and all improvements located therein, and has agreed to accept the
Premises in their “AS-IS” condition, existing as of the Effective Date, and subject to all
applicable municipal, county, state and federal laws, ordinances and regulations governing and regulating the use and
occupancy of the Premises. Sub-Subtenant hereby agrees that the Stair Closure Work and Sub-Sublandlord’s actions in
connection therewith shall in no way constitute a constructive eviction of Sub-Subtenant nor entitle Sub-Subtenant to any
abatement of Rent. Sub-Sublandlord shall have no responsibility or for any reason be liable to Sub-Subtenant for any direct
or indirect injury to or interference with Sub-Subtenant’s business arising from the Stair Closure Work, nor shall
Sub-Subtenant be entitled to any compensation or damages from Sub-Sublandlord for (i) loss of the use of the whole or any
part of the Premises or of Sub-Subtenant’s personal property or improvements resulting from the Stair Closure Work or
Sub-Sublandlord’s actions in connection therewith or (ii) any inconvenience or annoyance occasioned by such Stair
Closure Work or Sub-Sublandlord’s actions in connection


 






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therewith, all provided Sub-Sublandlord makes commercially reasonable efforts not to interfere with Sub-Subtenant’s
access to or use of the Premises.


 


9.           Sublease
and Master Lease.


 


9.1           Compliance
With The Sublease and The Master Lease. The terms of this Section 9.1
(including, without limitation, subsections 9.1.1, and 9.1.2 below) shall govern incorporation of any provisions
into this Sub-Sublease and such provisions are collectively referred to herein as the “Incorporation Provisions.”
Sub-Subtenant shall not cause a breach of the Master Lease or the Sublease, as more particularly set forth in Section 9.1.3
below. Except as otherwise expressly provided hereunder, or as the context of this Sub-Sublease directly indicates otherwise,
all of the rights and obligations granted to or imposed on the “Tenant” under the Master Lease with respect to the
Premises are hereby granted to or imposed on Sub-Subtenant and all of the rights and granted to the “Landlord” under
the Master Lease with respect to the Premises are hereby granted to Sub-Sublandlord. All of the terms and conditions contained
in the Master Lease are incorporated herein, except as specifically provided below or in the Sublease, and shall together with
the terms and conditions specifically set forth in this Sub-Sublease constitute the complete terms and conditions of this Sub-Sublease.
Subject to the following sentence, capitalized terms used but not defined herein have the meanings given thereto in the Master
Lease. To the extent the Master Lease terms are incorporated herein, the following defined terms in the Master Lease shall be
deemed to have the respective meanings set forth below for purposes of this Sub-Sublease:


 


	Defined Term in Master Lease	 	Definition Under This Sub-Sublease
	Building(s)	 	331 Building (as defined herein), provided, that, if it is clear from the context of the applicable use that references to the “Buildings” should refer to more than just the 331 Building (such as for purposes of calculating the allocation of costs or responsibilities among the 331 Building and other buildings), the reference shall be adjusted as appropriate to equitably allocate such costs or responsibilities to the 331 Building.
	Landlord	 	Sub-Sublandlord (as defined herein)
	Lease	 	Sub-Sublease (as defined herein)
	Minimum Rental	 	Base Rent (as defined herein)
	Phase II Building(s)	 	331 Building (as defined herein), provided, that, if it is clear from the context of the applicable use that references to the “Phase II Buildings” should refer to more than just the 331 Building (such as for purposes of calculating the allocation of costs or responsibilities among the 331 Building and other buildings), the reference shall be adjusted as


 




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	Defined Term in Master Lease	 	Definition Under This Sub-Sublease
		 	appropriate to equitably allocate such costs or responsibilities to the 331 Building.
	Phase II Rent Commencement Date	 	Rent Commencement Date (as defined herein)
	Property	 	The Phase II site shown on the Phase II Site Plan attached to the Master Amendment as Exhibit A.
	Rent Commencement Date	 	Rent Commencement Date (as defined herein)
	Tenant	 	Sub-Subtenant (as defined herein)


 


Subtenant acknowledges that it has
read the attached copies of the Sublease and the Master Lease and agrees that this Sub-Sublease is in all respects subject
and subordinate to any mortgage, deed, deed of trust, ground lease or other instrument now or hereafter encumbering the
Premises or the land on which it is located, to the terms and conditions of the Sublease and the Master Lease and to the
matters to which the Sublease or the Master Lease, including, in each case, any amendments thereto, is or shall be
subordinate. Sub-Sublandlord agrees that Sub-Sublandlord shall not subordinate its interest in the Sublease or the Master
Lease to any future ground Lessor, mortgagee, trustee, beneficiary or leaseback lessor without first receiving a
Non-Disturbance Agreement in accordance with Section 19.1 of the Master Lease. Sub-Sublandlord represents and warrants to
Sub-Subtenant that (i) the copy of the Sublease attached hereto as Exhibit A-2 is a true and correct copy, (ii) the
Sublease is in full force and effect, and, to Sub-Sublandlord’s knowledge, there does not exist any uncured default or
event or circumstance which, with the passage of time, would become a default thereunder by either Sub-Sublandlord or
Sublandlord, (iii) the redacted copy of each of the Original Master Lease and Master Amendment attached hereto as Exhibit
A-1 is a true and correct copy of the redacted version of such document that Sub-Sublandlord received from Sublandlord,
(iv) to Sub-Sublandlord’s knowledge, the Master Lease is in full force and effect, and, to
Sub-Sublandlord’s knowledge, there does not exist any uncured default or event or circumstance which, with the passage
of time, would become a default thereunder by either Sublandlord or Master Landlord, and (v) to Sub-Sublandlord’s
knowledge, the expiration date of the Sublease and the Master Lease with respect to the Premises is December 31, 2023. As
used herein, the phrase “to Sub-Sublandlord’s knowledge” or similar phrases will be deemed to
refer exclusively to matters (i) of which Sub-Sublandlord has received written notice pursuant to the requirements of
Section 10.1 of the Sublease or Section 21.1 of the Master Lease, or (ii) within the current actual (as opposed to
constructive or imputed) knowledge of Chi Johnson, Senior Manager, Facilities, Prothena Biosciences Inc or Chi
Johnson’s successor (“Sub-Sublandlord’s Representative”). No duty of inquiry or
investigation on the part of Sub-Sublandlord or Sub-Sublandlord’s Representative will be required or implied and in no
event shall Sub-Sublandlord’s Representative have any personal liability therefor.


 


Notwithstanding anything to the contrary
set forth herein:


 


9.1.1           Sub-Sublandlord
Has No Duty to Perform Sublandlord’s Obligations or Master Landlord’s Obligations.


 






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(a)               Sub-Sublandlord
shall have no duty to perform any obligations of Sublandlord. The Parties contemplate that Sublandlord will perform such obligations
under the Sublease to the extent required therein and in the event of any default or failure of such performance by Sublandlord,
Sub-Sublandlord agrees that it will, upon written request from Sub-Subtenant detailing the nature of such failure, exercise Sub-Sublandlord’s
right under the Sublease to require Sublandlord to perform its obligations under the Sublease for the benefit of Sub-Subtenant,
including, without limitation, (i) to obtain, at Sub-Subtenant’s sole cost and expense, the consent of Sublandlord whenever
the consent of Sublandlord is required under the Sublease, (ii) to make any permitted claims for rent abatement from Sublandlord
under the terms of the Sublease, and (iii) upon Sub-Subtenant’s written request, to promptly notify Sublandlord of its nonperformance
under the Sublease and request that Sublandlord perform its obligations under the Sublease. Except as specifically provided in
Section  13 below, under no circumstances shall Sub-Subtenant be entitled to any free rent period, construction allowance,
tenant improvements, or any other such economic incentives provided to Sub-Sublandlord as set forth in the Sublease.


 


(b)               Sub-Sublandlord
shall have no duty to perform any obligations of Master Landlord which are, by their nature, the obligation of an owner or
manager of real property, except to the extent that Sub-Sublandlord elects to do so pursuant to Section 8 hereof. For
example, Sub-Sublandlord shall not be required to (i) provide services, utilities, repairs, maintenance or other tasks which
the Master Landlord is required to provide under the Master Lease, (ii) construct any improvements, (iii) procure or maintain
the insurance which the Master Landlord is required to procure and maintain under the Master Lease, (iv) develop or implement
the Transportation Demand Management Plan (as defined in the Master Lease) or perform its related obligations and activities,
or (v) provide any non-disturbance protection in connection with any mortgage, deed, deed of trust, ground lease or other
instrument now or hereafter encumbering the Premises. The Parties contemplate that Master Landlord will perform such
obligations under the Master Lease to the extent required therein and in the event of any default or failure of such
performance by Master Landlord, Sub-Sublandlord agrees that it will, upon written request from Sub-Subtenant detailing the
nature of such failure, use good faith, commercially reasonable efforts to require Sublandlord to exercise
Sublandlord’s right under the Master Lease to cause Master Landlord to perform its obligations under the Master Lease
for the benefit of Sub-Subtenant, and such good faith, commercially reasonable efforts shall include, without limitation,
efforts to cause Sublandlord (i) to cause Master Landlord to perform its obligations under the Master Lease for the benefit
of Sub-Subtenant, (ii) to obtain, at Sub-Subtenant’s sole cost and expense, the consent of Master Landlord whenever the
consent of Master Landlord is required under the Master Lease, (iii) to make any permitted claims for rent abatement from
Master Landlord under the terms of the Master Lease, and (iv) upon Sub-Subtenant’s written request, to promptly notify
Master Landlord of its nonperformance under the Master Lease and request that Master Landlord perform its obligations under
the Master Lease. Except as specifically provided in Section 13 below, under no circumstances shall Sub-Subtenant be
entitled to any free rent period, construction allowance, tenant improvements, or any other such economic incentives
provided to Sublandlord as set forth in the Master Lease.


 






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9.1.2           Time
Periods for Performance; Approvals by Master Landlord, Sublandlord and Sub-Sublandlord.
Whenever any provision of the Master Lease specifies a time period in connection with the performance of any liability or
obligation by Sub-Subtenant or any notice period or other time condition to the exercise of any right or remedy by Sublandlord
or Sub-Sublandlord, such time period shall be shortened in each instance by five (5) business days for the purposes of incorporation
into this Sub-Sublease, but in no case shall such period be less than two (2) days or the actual time period for performance set
forth in the Master Lease, if shorter. Any default notice or other notice of any obligations (including any billing or invoice
for any rent or any other expense or charge due under the Master Lease) from Master Landlord which is received by Sub-Subtenant
(whether directly or as a result of being forwarded by Sublandlord or Sub-Sublandlord) shall constitute such notice from Sub-Sublandlord
to Sub-Subtenant under this Sub-Sublease without the need for any additional notice from Sub-Sublandlord. Whenever any provision
of the Master Lease requires Sub-Subtenant to pay the costs and expenses of “Landlord,” Sub-Subtenant shall pay the
costs and expenses of Master Landlord, Sublandlord and Sub-Sublandlord to the extent arising out of this Sub-Sublease (other than
costs incurred in connection with obtaining the Consents, which shall be Sub-Sublandlord’s responsibility) or Sub-Subtenant’s
use or occupancy of the Premises. Whenever any provision of the Master Lease requires Sub-Subtenant to submit evidence, certificates
or other documents or materials, Sub-Subtenant shall submit such items to Sub-Sublandlord, Sublandlord and Master Landlord, and
whenever any provision of the Master Lease requires Sub-Subtenant to obtain the approval or consent of “Landlord,”
Sub-Subtenant shall be required to obtain the approval or consent of Sub-Sublandlord, Sublandlord and Master Landlord; provided
however, that if Master Landlord and Sublandlord provide such consent, Sub-Sublandlord shall not unreasonably withhold, condition
or delay consent. In the event of a conflict between the express provisions of this Sub-Sublease and the incorporated provisions
of the Master Lease, as between Sub-Sublandlord and Sub-Subtenant, the express provisions of this Sub-Sublease shall control.


 


9.1.3           Sub-Subtenant
Shall Not Cause a Breach of Sublease or Master Lease.


 


(a)               Sub-Subtenant
shall not do, permit or suffer any act, occurrence or omission which if done, permitted or suffered by Sublandlord or Sub-Sublandlord
would be (with notice, the passage of time or both) in violation of or a default by the “Tenant” under the Master Lease
or could lead in any respect to the termination of the Master Lease. If Sub-Subtenant shall default in the performance of any of
its obligations under this Sub-Sublease, other than its obligation to pay rent to Sub-Sublandlord, Sub-Sublandlord, without being
under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense
of Sub-Subtenant, without notice in a case of emergency and, in all other cases, if the default continues after three (3) business
days from the date of written notice thereof from Sub-Sublandlord. Sub-Subtenant shall defend, indemnify and hold Sublandlord and
Sub-Sublandlord harmless from any and all third-party claims, suits, judgments, losses, costs, obligations, damages, expenses,
or liabilities (collectively, “Claims”), including reasonable attorneys’ fees and costs, arising
out of or in connection with any acts or failures to act by Sub-


 






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Subtenant, or its agents, employees or contractors that causes
Sublandlord or Sub-Sublandlord to be in a default under the Master Lease or otherwise increases Sublandlord’s or Sub-Sublandlord’s
liability or responsibilities under the Master Lease, provided, that, Sub-Subtenant shall not be required to indemnify or defend
Sublandlord or Sub-Sublandlord for any Claims to the extent resulting from the negligence or willful misconduct of Sublandlord
or Sub-Sublandlord, as applicable.


 


(b)              Sub-Subtenant
shall not do, permit or suffer any act, occurrence or omission which if done, permitted or suffered by Sub-Sublandlord would be
(with notice, the passage of time or both) in violation of or a default by the “Subtenant” under the Sublease or could
lead in any respect to the termination of the Sublease. If Sub-Subtenant shall default in the performance of any of its obligations
under this Sub-Sublease, other than its obligation to pay rent to Sub-Sublandlord, Sub-Sublandlord, without being under any obligation
to do so and without thereby waiving such default, may remedy such default for the account and at the expense of Sub-Subtenant,
without notice in a case of emergency and, in all other cases, if the default continues after five (5) business days from the date
of written notice thereof from Sub-Sublandlord. Sub-Subtenant shall defend, indemnify and hold Sub-Sublandlord harmless from any
and all Claims, including reasonable attorneys’ fees and costs, arising out of or in connection with any acts or failures
to act by Sub-Subtenant, or its agents, employees or contractors that causes Sub-Sublandlord to be in a default under the Sublease
or otherwise increases Sub-Sublandlord’s liability or responsibilities under the Sublease, provided, that, Sub-Subtenant
shall not be required to indemnify or defend Sub-Sublandlord for any Claims to the extent resulting from the negligence or willful
misconduct of Sub-Sublandlord.


 


9.1.4           Sub-Sublandlord
Shall Not Cause a Breach of the Sublease or the Master Lease.  So long as Sub-Subtenant is not in default under this Sub-Sublease
beyond the expiration of any applicable notice and cure periods, Sub-Sublandlord shall fully perform all Sub-Sublandlord’s
covenants, obligations and agreements set forth in the Sublease and Master Lease (except to the extent they are the corresponding
covenants, obligations or agreements of Sub-Subtenant hereunder that Sub-Subtenant has failed to comply with pursuant to the terms
hereof), including without limitation, the payment of rent and all other sums payable by Sub-Sublandlord thereunder. Sublandlord
shall be a third party beneficiary of the previous sentence.


 


9.2           Excluded
Provisions. Notwithstanding any provision of this Sub-Sublease to the contrary,
the following provisions of the Master Lease shall not be incorporated into this Sub-Sublease:


 


Provisions in the
Original Master Lease


 


		•	Section 1.1(a), except for the definitions of “Improvements” and “Common
Areas”






		•	Section 1.1(c)






		•	Section 1.2, except as referenced in Section 9.8 of this Sub-Sublease.



 






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		•	Sections 2.1 through 2.6






		•	Section 3.1(a) through (e)






		•	Section 5.1






		•	Section 5.2






		•	Section 5.3






		•	Article 6






		•	Section 9.1 through 9.5, except as referenced in Section 3.3 above






		•	Unless otherwise agreed by Master Landlord in the Master Landlord Consent, the last portion of
the first sentence in Section 11.1 beginning with “except that Tenant shall not be required...”






		•	The fifth sentence of Section 11.2, beginning with “Tenant shall also be responsible...”






		•	Section 10.1






		•	Section 12.1(b)






		•	Section 12.2(a)






		•	The second sentence of Section 12.2(c)






		•	Section 14.6






		•	The second sentence and parenthetical third sentence of Section 19.1






		•	Article 20






		•	Section 21.1, except as referenced in Section 10.1 of this Sub-Sublease.






		•	Section 21.2






		•	Section 21.3 






		•	Section 21.5 






		•	Section 21.8 






		•	Section 21.9






		•	Section 21.15






		•	Section 21.16






		•	Section 21.17






		•	Section 21.18






		•	Section 21.19






		•	The fourth sentence (which begins with “The monthly fee”) and the last parenthetical
sentence of Section 21.20(b)






		•	Exhibits A, B, C, D and E (in each case except to the extent
expressly referenced in any portion of the Master Lease affirmatively incorporated herein)



 


Provisions in the Master
Amendment


 


		•	Recitals






		•	Sections 1(a) through (d), including the paragraph that precedes (a)






		•	Section 1(e), except as referenced in Section 3.3 of this Sub-Sublease.






		•	Section 1(f)



 






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		•	Clause (ii) of Section 1(g)






		•	Section 1(h)






		•	The second, third and fourth sentences of Section 2






		•	The first sentence of Section 2(b)






		•	Section 2(a)






		•	The first two (2) sentences of Section 2(c)






		•	Section 2(d)






		•	Sections 3 through 4






		•	The last sentence of Section 5






		•	Sections 6 through 8






		•	Exhibit B






		•	Schedule C-1






		•	Schedule C-2



 


9.3           Inapplicable
Amendments. Except for provisions of this Sub-Sublease that refer to the Amended
Master Lease, the following amendments to the Original Master Lease are inapplicable to the Premises and are not part of the Master
Lease for purposes of this Sub-Sublease:


 


(a)          First
Amendment to Build-to-Suit Lease dated January 22, 2003;


 


(b)          Second
Amendment to Build-to-Suit Lease dated March 26, 2004;


 


(c)          Third
Amendment to Build-to-Suit Lease dated August 12, 2004;


 


(d)          Fourth
Amendment to Build-to-Suit Lease and First Amendment to Workletter dated June 19, 2006;


 


(e)          Sixth
Amendment to Build-to-Suit Lease and Third Amendment to Workletter dated November 21, 2006; and


 


(f)          Seventh
Amendment to Build-to-Suit Lease and Fourth Amendment to Workletter dated February 21, 2008.


 


As used in this Sub-Sublease,
the term “Amended Master Lease” shall mean the Original Master Lease as amended by all amendments thereto (whether
on, before or after the Effective Date), including the aforementioned inapplicable amendments.


 


9.4           Termination
Of Sublease or Master Lease.


 






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9.4.1           If
for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sub-Sublease, this Sub-Sublease
shall thereupon terminate and Sub-Sublandlord shall not be liable to Sub-Subtenant by reason thereof for damages or otherwise unless
and to the extent such termination is due to Sub-Sublandlord’s default under this Sub-Sublease. In the event of any such
early termination, Sub-Sublandlord shall return to Sub-Subtenant that portion of any rent paid in advance by Sub-Subtenant, if
any, which is applicable to the period following the date of such termination.


 


9.4.2           If
for any reason the term of the Sublease is terminated prior to the Expiration Date of this Sub-Sublease, this Sub-Sublease
shall thereupon terminate and Sub-Sublandlord shall not be liable to Sub-Subtenant by reason thereof for damages or otherwise
unless and to the extent such termination is due to Sub-Sublandlord’s default under this Sub-Sublease (including,
without limitation, a default under Section 9.1.4). In the event of any such early termination, Sub-Sublandlord shall
return to Sub-Subtenant that portion of any rent paid in advance by Sub-Subtenant, if any, which is applicable to the period
following the date of such termination. Notwithstanding the foregoing, so long as Sub-Subtenant is not in default after the
expiration of applicable notice and cure periods hereunder, Sub-Sublandlord agrees that, except in the event of a casualty or
condemnation where Sub-Sublandlord is entitled under this Sub-Sublease or the Sublease to terminate the Sublease with respect
to the Subleased Premises, Sub-Sublandlord shall not voluntarily terminate the Sublease with respect to all of or any portion
of the Complete Premises without Sub-Subtenant’s consent, in its sole discretion, unless Sublandlord agrees to
recognize this Sub-Sublease as a direct agreement with Sub-Subtenant upon substantially the same terms set forth in this
Sub-Sublease, or Sub-Subtenant otherwise has the right to continue to occupy all of or any portion of the Complete Premises
pursuant to a direct agreement with Sublandlord or, with the consent of Sublandlord, Master Landlord upon terms satisfactory
to Sub-Subtenant, in its sole discretion. Nothing herein shall prevent Sub-Sublandlord from terminating the Sublease with
respect to spaces other than the Complete Premises. Sub-Sublandlord agrees not to modify the Sublease in any manner that
materially affects the Complete Premises or Sub-Subtenant’s rights or obligations under the Sublease, without obtaining
Sub-Subtenant’s prior written consent, to be provided in Sub-Subtenant’s sole discretion. Sub-Sublandlord shall
not do or omit to do anything that shall interfere with or impair Sub-Subtenant’s expansion rights under Section
14.16 of this Sub-Sublease or right of first refusal under Section 14.17 of this Sub-Sublease.


 


9.5           Holding
Over. If Sub-Subtenant holds possession of the Premises or any portion thereof
after the expiration or earlier termination of this Sub-Sublease, then Sub-Subtenant shall become a tenant at sufferance only,
at a sublease base rental rate equal to one hundred fifty percent (150%) of the Base Rent in effect upon the date of such expiration
or termination, plus all additional rent payable by Sub-Subtenant hereunder (pro-rated on a daily basis) (such amounts, collectively,
the “Holdover Rent Payments”). Acceptance by Sub-Sublandlord of rent after such expiration or termination
date shall not result in a renewal of this Sub-Sublease and shall not waive or modify Sub-Sublandlord’s rights to pursue
any and all legal remedies available to Sub-Sublandlord under applicable law with respect to such holding over by Sub-Subtenant.
It is acknowledged that if Sub-Subtenant holds over after the expiration or earlier termination of this Sub-Sublease, Sub-Sublandlord
may be subject to holdover rent with respect to the Subleased Premises. Accordingly, (i) Sub-Sublandlord expressly reserves the
right to require Sub-Subtenant to surrender possession of the Premises upon the expiration of the Term or upon the earlier termination
hereof and the right to assert any remedy at law or in equity to evict Sub-Subtenant and/or collect damages in connection with
any such holding over, and (ii) Sub-Subtenant shall indemnify, defend and hold Sub-Sublandlord harmless from and against any and
all Claims, including, without limitation, attorneys’ fees incurred or suffered by Sub-Sublandlord by reason of Sub-Subtenant’s
failure to surrender the Premises on the expiration or earlier


 






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termination of this Sub-Sublease in accordance with the provisions
of this Sub-Sublease (including, without limitation, the cost of all rent and holdover amounts payable by, and all indemnification
and other obligations of, Sub-Sublandlord (including, without limitation, under the Sublease and the Master Lease) that are caused
by or result from Sub-Subtenant’s holdover) to the extent greater than the Holdover Rent Payments, unless Sub-Subtenant
has vacated the Premises in accordance with the terms hereof and such holdover rent with respect to the Premises is due to the
negligence or willful misconduct of Sub-Sublandlord. Notwithstanding the foregoing, Sub-Subtenant shall be entitled to make separate
arrangements with Sublandlord or, with the consent of Sublandlord, Master Landlord permitting Sub-Subtenant to remain in the Premises
after expiration of the Term, provided, that, (a) Sub-Sublandlord is released from its obligation to surrender the Premises to
Sublandlord under the terms of the Sublease, and (b) the Sublease terminates with respect to the Premises for all purposes on
the Expiration Date.


 


9.6           Compliance
with Law. Sub-Subtenant warrants to Sub-Sublandlord that any improvements constructed by Sub-Subtenant on the
Premises from time to time shall not violate any applicable law, building code, regulations or ordinance in effect on the
earliest Rent Commencement Date or at the time such improvements are placed in service. If it is determined that such
warranty has been violated, then Sub-Subtenant shall, upon written notice from Sub-Sublandlord, promptly correct such
violation, at Sub-Subtenant’s sole cost and expense. Sub-Subtenant acknowledges that neither Sub-Sublandlord nor any
agent of Sub-Sublandlord has made any representation or warranty as to the present of future suitability of the Premises for
the conduct of Sub-Subtenant’s business or proposed business therein.


 


9.7           Definitions.
Subject to the Incorporation Provisions, the definitions of “Improvements” and “Common Areas”
set forth in Section 1.1(a) of the Original Master Lease are hereby incorporated by reference; provided however, that the
phrase “in the Center” of the definition of “Common Areas” is hereby deleted and replaced
with “on the Property”.


 


9.8           Use
of Common Areas. Subject to the Incorporation Provisions, Section 1.1(b)
of the Original Master Lease is hereby incorporated by reference; provided however, that the phrase “pursuant to Section
1.1(a)” is hereby deleted therefrom. Sub-Subtenant acknowledges Master Landlord’s reserved rights set forth in Section
1.2 of the Original Master Lease.


 






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9.9           Personal
Property. Subject to the Incorporation Provisions, Section 8.1 of the Original Master Lease is hereby incorporated
by reference.


 


9.10         Real
Property. Subject to the Incorporation Provisions, Section 8.2
of the Original Master Lease is hereby incorporated by reference.


 


9.11         Intentionally
Omitted. 


 


9.12         Alterations;
Surrender Obligations. Subject to the Incorporation Provisions, Sections 11.1
through 11.4 of the Original Master Lease are hereby incorporated by reference, except for (i) the first sentence
in Section 11.1 and (ii) the fifth sentence of Section 11.2 (which begins with “Tenant shall also be
responsible”). Sub-Subtenant shall make no alterations, additions or improvements to the Premises or the Property without
the prior written consent of Sub-Sublandlord, which consent shall not be unreasonably withheld, conditioned, or delayed. Further,
notwithstanding anything to the contrary herein, Sub-Subtenant’s removal and restoration obligations hereunder shall include
any removal and restoration obligations of Sub-Sublandlord under the Sublease with respect to the Premises (including, without
limitation, removal and restoration obligations with respect to improvements installed by Sub-Sublandlord prior to this Sub-Sublease
if so required). Sub-Subtenant shall not be required to remove any alterations or improvements made by or for the account of Sub-Sublandlord
unless the Sublandlord or the Master Landlord requires the removal of the same. Sub-Sublandlord may require Sub-Subtenant, at
Sub-Subtenant’s expense, to remove, upon the expiration or earlier termination of this Sub-Sublease, any alterations installed
by Sub-Subtenant and to repair any damage to the Premises and the 331 Building caused by such removal and return the affected
portion of the Premises to a building standard condition as reasonably determined by Sub-Sublandlord.


 








9.13         Maintenance
and Repairs. Subject to the Incorporation Provisions, Section 12.1(a)
and Section 12.2(b) of the Original Master Lease are hereby incorporated by reference, except for (i) the phrase “pursuant
to the indemnification provided in Section 14.6 hereof” of Section 12.1(a) and (ii) the phrase “except to the
extent expressly set forth in Section 12.1(b),” of Section 12.1(a). Except as set forth in the preceding sentence,
Sub-Subtenant at its sole cost and expense shall keep and maintain in good and sanitary order, condition and repair the Premises
(from and after the Commencement Date) and every part thereof, including but not limited to the signs, interiors, ceilings, electrical
systems and plumbing systems that exclusively serve the Premises, telephone and communications systems that serve the Premises,
the HVAC equipment and related mechanical systems that exclusively serve the Premises (for which equipment and systems Sub-Subtenant
shall enter into a service contract with a person or entity designated or approved by Sub-Sublandlord), all doors, door checks,
windows, plate glass, door fronts, those exposed plumbing and sewage and other utility facilities that exclusively serve the Premises,
fixtures, lighting, wall surfaces, floor surfaces and ceiling surfaces of the Premises and all other interior repairs, foreseen
and unforeseen, with respect to the Premises, as required; provided, however, that Sub-Subtenant’s ordinary repair obligation
with respect to building systems in Premises shall be limited to building systems or portions thereof that serve only the


 






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Premises
and shall not include Building Common Systems. “Building Common Systems” means (i) building systems
or portions thereof that serve, in common, the Premises and any other areas in the 331 Building (such as the elevator systems
in the 331 Building, and the electrical system, plumbing system, exposed plumbing and sewage and other utility facilities, and
the HVAC equipment and related mechanical systems that serve, in common, the Premises and any other areas in the 331 Building)
or that serve the Building Common Areas and (ii) to the extent not maintained by Master Landlord or Sublandlord, the roofs, exterior
walls (other than interior faces of exterior walls that are not in the Building Common Areas) and any demising walls in the 331
Building. “Building Common Areas” means the areas depicted on Exhibit B-3 attached hereto. Sub-Sublandlord
shall repair and maintain, or cause to be repaired and maintained, the Building Common Systems and the Building Common Areas,
and the cost of such work shall be included as Building Operating Expenses hereunder.


 


9.14         Use;
No Nuisance, Compliance with Laws, Liquidation Sales, & Environmental Matters.
Subject to the Incorporation Provisions, Sections 13.1 through 13.6 of the Original Master Lease are hereby
incorporated by reference; provided however, that notwithstanding anything to the contrary contained in this Sub-Sublease, under
no circumstances shall Sub-Subtenant ever have any responsibility for any breach or default of these provisions existing on or
prior to the Effective Date or first arising after the expiration of the Term (unless actually caused by Sub-Subtenant); further
provided, that (i) the reference to “Landlord” in the first line of Section 13.4(b) hereby refers to Master
Landlord, (ii) the reference to “14.6” in the last line of Section 13.6(b)(xi) is hereby deleted, and (iii)
Section 13.6(d) is hereby deleted in its entirety.


 


9.15         Insurance.
Subject to the Incorporation Provisions, Sections 14.1 through 14.5 of the Original Master Lease and Section
14.7 of the Original Master Lease are hereby incorporated by reference, except Sections 14.1(c) and 14.1(e) are hereby deleted.
Without limiting the generality of the foregoing, Sub-Subtenant acknowledges and agrees that Sub-Subtenant shall carry (a) the
same insurance that Sublandlord is obligated to carry under the Original Master Lease and (b) without duplication of the preceding
clause (a), the same insurance that Sub-Sublandlord is obligated to carry under the Sublease, provided, however,
that Sub-Subtenant shall name Sub-Subtenant, Sub-Sublandlord, Sublandlord and Master Landlord (and any other third parties identified
by Sub-Sublandlord, Sublandlord or Master Landlord) as insureds or additional insureds under such insurance policies as their
interests may appear.


 


9.16         Sublease
and Assignment. Subject to the Incorporation Provisions, Article 15 of the
Original Master Lease, as amended by Section 1(i) of the Master Amendment, is hereby incorporated by reference and
shall govern any such assignment or subletting, except as set forth in this Section 9.16. Sub-Subtenant shall not voluntarily
or involuntarily, by operation of law or otherwise, assign, sublet, mortgage or otherwise encumber all or any portion of its interest
in this Sub-Sublease or in the Premises without obtaining the prior written consent of Sub-Sublandlord, Sublandlord and Master
Landlord with respect thereto. So long as Master Landlord’s consent and Sublandlord’s Consent is obtained, Sub-Sublandlord
shall


 






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not unreasonably withhold, condition, or delay its consent to any proposed assignment or sublease; provided, however, that
Sub-Sublandlord, Sublandlord or Master Landlord, as the case may be, may require as a condition of granting any such consent that
(i) the proposed transferee demonstrate that its financial resources and tangible net worth are at least equal to Sub-Subtenant’s
financial resources and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of
the Premises and the transferee’s reputation shall be reasonably satisfactory to Sub-Sublandlord and (iii) Sub-Subtenant
reaffirms, in form satisfactory to Sub-Sublandlord, its continuing liability under this Sub-Sublease. Notwithstanding the foregoing,
Sub-Sublandlord confirms that Sub-Subtenant is entitled to complete a Permitted Transfer (as defined in Section 15.1 of
the Original Master Lease) without Sub-Sublandlord’s consent, but with prior or concurrent notice by Sub-Subtenant to Sub-Sublandlord
(a “Sub-Subtenant Permitted Transfer”). Any assignment, subletting, mortgage or other encumbrance attempted
by Sub-Subtenant to which Sub-Sublandlord, Sublandlord and/or Master Landlord has not consented in writing pursuant to the provisions
hereof (unless such consent is not required) shall be null and void and of no effect. Sub-Sublandlord hereby agrees to reimburse
Sublandlord at its own expense for any fees due to the Sublandlord under the Sublease or the Master Landlord under the Master
Lease in connection with the subletting of the Premises to Sub-Subtenant.


 


9.17         Right
of Entry and Quiet Enjoyment. Subject to the Incorporation Provisions, Article
16 of the Original Master Lease is hereby incorporated by reference.


 


9.18         Casualty
and Taking. Subject to the Incorporation Provisions, Article 17 of the Original Master Lease is hereby incorporated
by reference, provided, that, Sub-Sublandlord shall have no right to terminate this Sub-Sublease as a result of damage, destruction
or taking, unless (i) such damage, destruction or taking affects the 331 Building, and is of such a magnitude that the Sub-Sublandlord
has the right to terminate the Sublease with respect to the 331 Building as a result, provided, that, without limiting clauses
(ii) and (iii) below, Sub-Sublandlord shall not exercise such termination right with respect to the Premises if Sub-Subtenant
certifies to Sub-Sublandlord in writing that Sub-Subtenant (1) will fully perform and indemnify Sub-Sublandlord for (x) all restoration
obligations of Sub-Sublandlord under the Sublease with respect to the 331 Building and (y) all restoration obligations of Sublandlord
under the Master Lease with respect to the 331 Building and (2) can reasonably demonstrate to Sub-Sublandlord that Sub-Subtenant
has the financial ability to perform such restoration; (ii) the damage, destruction or taking (A) affects spaces other
than the Subleased Premises, (B) is of such magnitude that Sub-Sublandlord has the right to terminate the Sublease, and (C) Sub-Sublandlord
is not entitled to terminate the Sublease with respect to the affected spaces without also terminating the Sub-Sublease with respect
to the Premises; or (iii) Sublandlord or Master Landlord have terminated the Sublease or the Master Lease.


 


9.19         Default.
Subject to the Incorporation Provisions, Article 18 of the Original Master Lease is hereby incorporated by reference,
except that “Abandonment of one or more Buildings” shall be replaced with “Abandonment of the Premises.”


 



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9.20         Subordination. Subject to the Incorporation
Provisions (except as provided below), Section 19.1 of the Original Master Lease is hereby incorporated by reference, except for
the second and parenthetical third sentence. Notwithstanding anything to the contrary in the Incorporation Provisions, it is acknowledged
and agreed that references in Section 19.1 of the Original Master Lease to any assignee, ground lessor, mortgagee,
trustee, beneficiary or sale/leaseback lessor or other party with an interest in the Buildings, the Property, the Center or any
of them, are deemed to be references to Master Landlord’s (as opposed to Sub-Sublandlord’s) assignee, ground lessor,
mortgagee, trustee, beneficiary or sale/leaseback lessor. This Sub-Sublease is subordinate to the Master Lease, the Sublease and
any ground lease, mortgage, deed of trust or other instrument to which the Master Lease or the Sublease is subordinate.


 


9.21         Sale
of Sublandlord’s Interest. Subject to the Incorporation Provisions, Section
19.2 of the Original Master Lease is hereby incorporated by reference, provided however, that, (i) references to “interest
in the Buildings and the Property” are hereby deemed to be references to “interest in the Master Lease,” and
(ii) the phrase “, except as otherwise expressly provided in Section 21.2 hereof” is hereby deleted.


 


9.22          Estoppel
Certificate. Subject to the Incorporation Provisions, Section 19.3 of the Original Master Lease is hereby
incorporated by reference, provided however, that, notwithstanding anything to the contrary in the Incorporation Provisions,
references therein to the term “Landlord” shall be deemed to refer to Master Landlord, Sublandlord and
Sub-Sublandlord; provided, however, that Sub-Subtenant shall be entitled to request and receive any such certificate only
from Sub-Sublandlord.


 


9.23        Subordination
to CC&Rs. Subject to the Incorporation Provisions, Section 19.4 of the Original Master Lease is hereby
incorporated by reference, provided however that (i) references to “sublease” therein are hereby replaced with
 “sub-sublease”, (ii) the phrase “(including any buildings occupied by or leased to Tenant pursuant to
Tenant’s exercise of any of the rights contained in Article 6 of this Lease)” therein is hereby deleted, (iii)
the phrase “or, if Tenant exercises its rights under Section 6.3 of this Lease, on the Expansion Property”
therein is hereby deleted, and (iv) the reference to “Tenant” in the first proviso therein is hereby replaced
with “Sublandlord”.


 


9.24         Mortgagee
Protection. Subject to the Incorporation Provisions, Section 19.5 of the Original Master Lease is hereby incorporated
by reference, provided that, notwithstanding anything to the contrary in the Incorporation Provisions, references therein to the
term “Landlord” are hereby deemed to refer to Master Landlord.


 


9.25         Severability.
Subject to the Incorporation Provisions, Section 21.4 of the Original Master Lease is hereby incorporated by reference.


 


9.26         Surrender;
No Merger. Subject to the Incorporation Provisions, Section 21.6 of the Original Master Lease is hereby incorporated
by reference.


 



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9.27         Interpretation.
Subject to the Incorporation Provisions, Section 21.7 of the Original Master Lease is hereby incorporated by reference.


 


9.28         No
Partnership. Subject to the Incorporation Provisions, Section 21.10 of the Original Master Lease is hereby
incorporated by reference.


 


9.29         Financial
Information. Subject to the Incorporation Provisions, Section 21.11 of the Original Master Lease is hereby incorporated
by reference. Notwithstanding the foregoing, Sub-Subtenant confirms that, as of the Effective Date, Sub-Sublandlord may access
true, correct and complete, consolidated financial statements for Sub-Subtenant at www.asssemblybio.com.


 


9.30         Costs.
Subject to the Incorporation Provisions, Section 21.12 of the Original Master Lease is hereby incorporated by reference,
and Sub-Subtenant acknowledges that the costs referred to in Section 21.12 of the Original Master Lease include costs to be incurred
by Master Landlord, Sublandlord and Sub-Sublandlord.


 


9.31        Time.
Subject to the Incorporation Provisions, Section 21.13 of the Original Master Lease is hereby incorporated by reference.


 








9.32         Rules
and Regulations. Subject to the Incorporation Provisions, Section 21.14 of the Original Master Lease is hereby
incorporated by reference.


 


9.33         Parking
and Traffic. Subject to the Incorporation Provisions, Section 21.20 of the Original Master Lease (as amended by
Section 1(g) of the Master Amendment) is hereby incorporated by reference, except for the following provisions which require
payment of a monthly fee for parking: (A) the fourth sentence of Section 21.20(b) of the Original Master Lease, which
begins with the phrase “The monthly fee”, (B) the last parenthetical sentence of Section 21.20(b) of the
Original Master Lease, and (C) clause (ii) of Section 1(g) of the Master Amendment. Without limiting the generality of
the Incorporation Provisions, it is acknowledged that the TDMP program and the administration and management thereof are obligations
of the Master Landlord and Sub-Sublandlord shall have no responsibility with respect thereto.


 


9.34         Site
Plan. Subject to the Incorporation Provisions, the Site Plan attached to the Master Amendment as Exhibit A is hereby
incorporated by reference.


 


10.          Additional
Provisions.


 


10.1         Notices.
In the event that (i) Sub-Sublandlord or Sub-Subtenant shall receive any notice or documentation from Sublandlord or Master
Landlord for any reason pertaining to the Premises or this Sub-Sublease (it being agreed that Sublandlord has no obligation to
deliver to Sub-Subtenant notices under the Sublease or the Master Lease that relate solely to spaces other than the Premises leased
by Sub-Sublandlord under the Sublease, unless such notice


 






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could adversely impact Sub-Subtenant’s rights or obligations hereunder
(such as a notice of Sub-Sublandlord’s breach or default under the Sublease)), or (ii) Sub-Sublandlord or Sub-Subtenant
send any notice or documentation to Sublandlord or the Master Landlord for any reason pertaining to the Premises or this Sub-Sublease
(it being agreed that Sub-Sublandlord has no obligation to deliver to Sub-Subtenant notices to Sublandlord or Master Landlord
under the Sublease or the Master Lease that relate solely to spaces other than the Complete Premises leased by Sub-Sublandlord
under the Sublease, unless such notice could adversely impact Sub-Subtenant’s rights or obligations hereunder (such as a
notice of Sublandlord’s breach or default under the Sublease)), then, within three (3) business days from the date of such
receipt or delivery (as applicable), such Party shall send a copy of such notice or document to the other Party. All notices,
demands, consents and approvals which may or are required to be given by either Party to the other hereunder shall be given in
the manner provided in Section 21.1 of the Original Master Lease at the addresses shown below (or such other addresses
as the Parties may designate in writing and delivered in compliance with this Section 10.1). Subject to the Sublandlord
Consent, notices to the Sublandlord shall be given in accordance with Section 10.1 of the Sublease. Subject to the Master
Landlord Consent, notices to the Master Landlord shall be given in accordance with Section 21.1 of the Master Lease.


 





	
        Notices to Sub-Sublandlord:

         
	 	
        Prothena Biosciences Inc

        331 Oyster Point Boulevard

        South San Francisco,
        CA 94080

        Attention: Chief Financial Officer

	 	 	 
	
        With a Copy to:
	 	
        Prothena Biosciences Inc

        331 Oyster Point Boulevard
        South San

        Francisco, CA 94080

        Attention: Chief Legal Officer

	 	 	 
	Notices To Sub-Subtenant:	 	
        Assembly Biosciences, Inc.

        Before Rent Commencement Date:

        409 Illinois Street

        San Francisco, CA 94158

        Attention: Chief Financial Officer

         

        After Rent Commencement Date:

        331 Oyster Point Boulevard

        Fourth Floor

        South San Francisco,
        CA 94080

         Attention: Chief Financial Officer








 






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	With a copy to:	 	
        Assembly Biosciences, Inc.

        11711 N. Meridian Street, Suite 310

        Carmel, IN 46032

        Attention: General Counsel



 







10.2         [Intentionally
Omitted]


 


10.3         [Intentionally
Omitted]


 


10.4         Furniture.
During the Term, Sub-Subtenant shall have the right to use the furniture that is located within the Fourth Floor Premises as
of the Delivery Date with respect to the first Delivery Portion thereof (the “Leased Furniture”).
Sub-Subtenant shall accept the Leased Furniture in its “as-is” condition as of such Delivery Date, without any
representation or warranty from Sub-Sublandlord, express or implied (including, without limitation, any warranty of
merchantability, warranty of quality, warranty of fitness for a particular purpose, warranty against interference, or
warranty against infringement of any patent, copyright, trademark, trade secret or other proprietary rights of a third
party). Sub-Subtenant shall maintain the Leased Furniture in the condition received as of the Delivery Date (reasonable wear
and tear excepted). Sub-Sublandlord shall have no obligation to maintain, repair or replace the Leased Furniture. Upon the
expiration or earlier termination of this Sub-Sublease: (a) Sub- Subtenant shall return to Sub-Sublandlord the items of
Leased Furniture to be described by Sub-Sublandlord on or before the Delivery Date with respect to the first Delivery Portion
of the Fourth Floor Premises (the “Returned Leased Furniture”) in the condition received as of such
Delivery Date, reasonable wear and tear excepted, and shall repair or replace any Returned Leased Furniture to the extent
necessary to return the Returned Leased Furniture to Sub-Sublandlord in such condition and (b) Sub-Subtenant shall dispose of
all Leased Furniture other than the Returned Leased Furniture in compliance with applicable law.


 


10.5         Removal
of Personal Property. All articles of personal property, and all business and
trade fixtures, machinery and equipment (installed by Sub-Subtenant and that can be removed without damage to the 331 Building
or negatively impacting building systems unless Sub-Subtenant repairs any such damage or mitigates any negative impact), cabinet
work, furniture and movable partitions (collectively, the “Sub-Subtenant’s Property’), if any,
owned or installed by Sub-Subtenant at its expense in the Premises shall be and remain the property of Sub-Subtenant and may be
removed by Sub-Subtenant at any time, provided that Sub-Subtenant, at its expense, shall repair any damage to the Premises caused
by such removal or by the original installation. Any articles of personal property, or all business and trade fixtures, machinery
and equipment, cabinet work, furniture (including the Leased Furniture) and movable partitions provided by Sub-Sublandlord shall
remain the property of Sub-Sublandlord, and Sub-Subtenant shall not remove any of them from the Premises without the prior written
consent of Sub-Sublandlord; provided, that upon the expiration of this Sub-Sublease on the Expiration Date, (i) the Leased Furniture
that is not Returned Furniture shall become the property of Sub-Subtenant


 






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and (ii) Sub-Subtenant shall, at Sub-Subtenant’s
expense, remove such Leased Furniture that is not Returned Furniture from the Premises.


 


10.6         Waiver.
The waiver of either Party of any agreement, condition or provision contained herein or any provision incorporated herein by reference
shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision, nor shall
any custom or practice which may evolve between the Parties in the administration of the terms hereof be construed to waive or
to lessen the right of a Party to insist upon the performance by the other Party in strict accordance with said terms. The subsequent
acceptance of Rent hereunder by Sub-Sublandlord shall not be deemed to be a waiver of any preceding breach by Sub-Subtenant of
any agreement or condition of this Sub-Sublease or the same incorporated herein by reference, other than the failure of Sub-Subtenant
to pay the particular Rent so accepted, regardless of Sub-Sublandlord’s knowledge of such preceding breach at the time of
acceptance of such Rent.


 


10.7         Complete
Agreement. Except for the Consents and that certain Mutual Non- Disclosure Agreement by and between Sub-Subtenant
and Sub-Sublandlord dated as of June 20, 2018 (the “Confidentiality Agreement”), this written Sublease,
together with all exhibits hereto, contains all the representations and the entire understanding between the Parties with
respect to the subject matter hereof. There are no oral agreements between Sub-Sublandlord and Sub-Subtenant affecting this
Sub-Sublease, and this Sub-Sublease supersedes and cancels any and all previous negotiations, arrangements, brochures,
agreements and understandings, if any, between Sub-Sublandlord and Sub-Subtenant or displayed by Sub-Sublandlord, its agents
or real estate brokers to Sub-Subtenant with respect to the subject matter of this Sub-Sublease, the Premises or the 331
Building. There are no representations between Sub-Sublandlord and Sub-Subtenant other than those contained in or
incorporated by reference into this Sub-Sublease.


 


11.         Indemnification;
Exculpation.





 


11.1         Non-Liability
Of Sub-Sublandlord. None of Master Landlord, Sublandlord and Sub-Sublandlord shall be liable to Sub-Subtenant, and Sub-Subtenant
hereby waives and releases all Claims against Master Landlord, Sublandlord and Sub-Sublandlord and each of their respective partners,
officers, directors, employees, trustees, successors, assigns, agents, servants, affiliates, representatives, and contractors
(collectively, herein “Released Affiliates”) for injury or damage to any person or property occurring
or incurred in connection with the use of the Premises by Sub-Subtenant or any invitees, sub-sublessees, licensees, assignees,
agents, employees or contractors of Sub-Subtenant. Without limiting the foregoing, none of Master Landlord, Sublandlord, Sub-Sublandlord
nor any of the Released Affiliates shall be liable for and there shall be no abatement of Rent, except to the extent (i) –
(iii) was caused by the negligence or willful misconduct of Master Landlord, Sublandlord or Sub-Sublandlord in the performance
of their respective obligations under this Sub-Sublease, the Sublease, or the Master Lease, for: (i) any damage to Sub-Subtenant’s
property stored with or entrusted to Master Landlord, Sublandlord, Sub-Sublandlord or any of the Released Affiliates, or (ii)
loss of or damage to any property by theft or any other wrongful or illegal act, or (iii) any injury or damage to persons


 






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or property resulting
from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or
from the pipes, appliances, appurtenances or plumbing works therein or from the roof, street or sub-surface or from any other
place or resulting from dampness or any other cause whatsoever or from the acts or omissions of other sublessees, occupants or
other visitors to the Premises or from any other cause whatsoever, or (iv) any latent or other defect in the Premises. Notwithstanding
anything to the contrary set forth herein, in the Sublease or in the Master Lease, in no event shall Sub-Sublandlord ever
be liable to Sub-Subtenant for (and Sub-Subtenant hereby waives any right to recover from Sub-Sublandlord for) any lost profits,
business interruption or any form of consequential, special or punitive damages.


 


11.2         Non-Liability
of Sub-Subtenant. Notwithstanding anything to the contrary set forth herein, in the Sublease or in the Master Lease, in
no event shall Sub-Subtenant ever be liable to Sub-Sublandlord for (and Sub-Sublandlord hereby waives any right to recover from
Sub-Subtenant for) any lost profits, business interruption or any form of consequential, special or punitive damages, except arising
out of a holdover by Sub-Subtenant after expiration or earlier termination of the Sub-Sublease, as described in Section 9.5
hereof.


 


11.3         Indemnification
of Sublandlord; Indemnification of Master Landlord. Sub-Subtenant shall indemnify, defend, protect and hold Sub-Sublandlord,
Sublandlord, Master Landlord’s managing agent, Master Landlord and their respective members, partners, shareholders, officers,
directors, agents, employees and contractors (collectively, the “Indemnified Parties”), harmless from
and against any and all liability for all Claims, including, without limitation, reasonable attorneys’ fees and costs, incurred
by Sub-Sublandlord or asserted against Sub-Sublandlord and occurring within the Premises or arising in connection with (i) the
use of, or activities in or about, the Premises (including, without limitation, the use, occupancy and enjoyment of the Property)
by Sub-Subtenant or any invitees, sublessees, licensees, assignees, agents, employees or contractors of Sub-Subtenant or holding
under Sub-Subtenant, (ii) the act, negligence, fault or omission (with respect to omissions, of any act required under this
Sub-Sublease) of Sub-Subtenant, its agents, servants, contractors, employees, representatives, licensees or invitees, or (iii) Sub-Subtenant’s
actions under this Sub-Sublease or material breach of this Sub-Sublease, including, without limitation, Claims arising out of
(1) Sub-Subtenant’s direct communications with Master Landlord or Sublandlord (provided Sub-Sublandlord has satisfied its
obligations under this Sub-Sublease regarding communication with Master Landlord or Sublandlord for the benefit of Sub-Subtenant)
or (2) Sub-Subtenant’s breach of Section 5.2. Notwithstanding any provision of this Section 11.3 to the contrary,
the indemnification contained in this Section 11.3 shall not apply to Claims to the extent resulting from the negligence
or willful misconduct or negligent omission of the party claiming indemnification or its agents, employees or contractors. Sub-Subtenant
will give Sub-Sublandlord prompt notice of any casualty or accident in, on or about the Premises. The provisions of this Section
11.3 shall survive the expiration or earlier termination of this Sub-Sublease.


 


11.4         Indemnification
of Sub-Subtenant. Sub-Sublandlord shall indemnify, defend and hold Sub-Subtenant and its members, partners, shareholders,
officers,


 



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directors, agents,
employees and contractors harmless from and against any and all liability for all Claims, including, without limitation, reasonable
attorneys’ fees and costs, incurred by Sub-Subtenant or asserted against Sub-Subtenant to the extent solely arising out
of the negligence or willful misconduct or negligent omission by Sub-Sublandlord or its agents, employees or contractors. Notwithstanding
any provision of this Section 11.4 to the contrary, the indemnification contained in this Section 11.4 shall not
apply to Claims to the extent resulting from the negligence or willful misconduct or negligent omission of the Sub-Subtenant,
the party claiming indemnification or any of their respective agents, employees or contractors. The provisions of this Section
11.4 shall survive the expiration or earlier termination of this Sub-Sublease.


 


11.5         Sublandlord
Default; Refusal of Consents. Notwithstanding any provision of this Sub-Sublease to the contrary, but subject to Sections
9.1.1(a) and 9.1.3(b) and 9.1.4 above, (a) Sub-Sublandlord shall not be liable or responsible in any way for any
loss, damage, cost, expense, obligation or liability suffered by Sub-Subtenant by reason or as the result of any breach,
default or failure to perform by the Sublandlord under the Sublease (provided the same do not arise from the failure of
Sub-Sublandlord to perform Sub-Sublandlord’s covenants, agreements, terms, provisions or conditions set forth in the
Sublease or Sub-Subtenant’s failure to perform Sub-Subtenant’s covenants, agreements, terms, provisions or
conditions set forth in this Sub-Sublease), and (b) if Sublandlord does not to grant Sub-Subtenant its consent or approval
for any action or circumstances requiring Sublandlord’s approval, Sub-Sublandlord shall be released from any obligation
to grant its consent or approval with respect thereto.


 


11.6         Master
Landlord Default; Refusal of Consents. Notwithstanding any provision of this Sub-Sublease to the contrary, but subject
to Sections 9.1.1(b) and 9.1.3(a), (a) Sub-Sublandlord shall not be liable or responsible in any way for any loss, damage,
cost, expense, obligation or liability suffered by Sub-Subtenant by reason or as the result of any breach, default or failure
to perform by the Master Landlord under the Master Lease (provided the same do not arise from Sub-Subtenant’s failure to
perform Sub-Subtenant’s covenants, agreements, terms, provisions or conditions set forth in this Sub-Sublease), including
without limitation, in any case where services, utilities, repairs, maintenance or other performance is to be rendered by Master
Landlord with respect to the Premises under the Master Lease and Master Landlord either fails to do so or does so in an improper,
negligent, inadequate or otherwise defective manner, and (b) if Master Landlord does not to grant Sub-Subtenant its consent or
approval for any action or circumstances requiring Master Landlord’s approval, Sub-Sublandlord shall be released from any
obligation to grant its consent or approval with respect thereto.


 


12.         Security
Deposit. Concurrent with Sub-Subtenant’s execution of this Sub-Sublease, Sub-Subtenant shall deposit with Sub-Sublandlord
a security deposit (the “Security Deposit”) in the amount of Five Hundred Fifty-Two Thousand Nine Hundred
Eighty-Six and 74/100 Dollars ($552,986.74). The Security Deposit shall be held by Sub-Sublandlord as security for the faithful
performance by Sub-Subtenant of all the terms, covenants, and conditions of this Sub-Sublease to be kept and performed by Sub-Subtenant
during the Term. If Sub-Subtenant


 






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defaults with
respect to any provisions of this Sub-Sublease, including, but not limited to, the provisions relating to the payment of
Rent, Sub-Sublandlord may, but shall not be required to, use, apply or retain all or any part of the Security Deposit for the
payment of any Rent or any other sum in default, or for the payment of any amount that Sub-Sublandlord may spend or become
obligated to spend by reason of Sub-Subtenant’s default, or to compensate Sub-Sublandlord for any other loss or damage
that Sub-Sublandlord may suffer by reason of Sub-Subtenant’s default. If any portion of the Security Deposit is so used
or applied, Sub-Subtenant shall, within five (5) business days after written demand therefor, deposit cash with
Sub-Sublandlord in an amount sufficient to restore the Security Deposit to its original amount, and Sub-Subtenant’s
failure to do so shall be a default under this Sub-Sublease. Except with respect to any amount of the Security Deposit that
Sub-Sublandlord reasonably expects to spend to remedy any failure by Sub-Subtenant to fully perform its obligations under
this Sub-Sublease, the Security Deposit, or any balance thereof, shall be returned to Sub-Subtenant, or, at
Sub-Sublandlord’s option, to the last assignee of Sub-Subtenant’s interest hereunder, within sixty (60) days
following the expiration of the Term. Sub-Subtenant shall not be entitled to any interest on the Security Deposit.
Sub-Subtenant hereby waives the provisions of Section 1950.7 of the California Civil Code. Sub-Subtenant also waives all
other provisions of law, now or hereafter in force, which provide that Sub-Sublandlord may claim from a security deposit
only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Sub-Subtenant or
to clean the Premises, it being agreed that Sub-Sublandlord may, in addition, claim those sums reasonably necessary to
compensate Sub-Sublandlord for any other loss or damage, foreseeable or unforeseeable, caused by the acts or omissions of
Sub-Subtenant or any officer, employee, agent, contractor or invitee of Sub-Subtenant.


 


13.         Abatement
for Failure of Services. If and to the extent that Sub-Sublandlord receives abatement of the rent or other charges required
to be paid by Sub-Sublandlord under the Sublease with respect to the Premises in accordance with the Sublease, Sub-Sublandlord
will abate the same proportion of Sub-Subtenant’s Rent hereunder. This provision shall not reduce or mitigate the obligation
of Sub-Sublandlord to make good faith, commercially reasonable efforts to cause (a) Sublandlord to comply with its obligations
under the Sublease as set forth in Section 9.1.1(a) hereof and (b) Master Landlord to comply with its obligations under
the Master Lease as set forth in Section 9.1.1(b) hereof.


 


14.         Miscellaneous.


 





14.1         Counterparts.
This Sub-Sublease may be executed in one or more counterparts by the Parties. All counterparts shall be construed together and
shall constitute one agreement and delivery of PDF or other electronic versions thereof shall have the same force and effect as
delivery of originals. However, notwithstanding any such exchange of electronic signatures, each of Sub-Sublandlord and Sub-Subtenant
agree promptly to deliver original hard copies of this Sub-Sublease and the Consents to the other Party, the Sublandlord or Master
Landlord upon request.


 









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14.2         Modification.
This Sub-Sublease may not be modified in any respect except by a document in writing executed by both Parties or their respective
successors or assigns.


 


14.3         Attorneys’
Fees. If either Party brings an action or other proceeding against the other
to enforce, protect, or establish any right or remedy created under or arising out of this Sub-Sublease, the prevailing Party
shall be entitled to recover from the other Party, all costs, fees and expenses, including, without limitation, reasonable attorneys’
fees, accounting fees, expenses, and disbursements, incurred or sustained by such prevailing Party in connection with such action
or proceeding (including, but not limited to, any appellate proceedings relating thereto) or in connection with the enforcement
of any judgment or award rendered in such proceeds. The prevailing Party’s rights to recover its costs, fees and expenses,
and any award thereof, shall be separate from, shall survive, and shall not be merged with any judgment.


 


14.4         Binding
Effect. The obligations of this Sub-Sublease shall be binding on and inure to the benefit of the Parties and their respective
heirs, successors and assigns.


 


14.5         Time
Is Of Essence. Time is of essence in respect of each and every term, covenant and condition of this Sub-Sublease.


 


14.6         Governing
Law. This Sub-Sublease shall be governed by, and construed in accordance with, the laws of the State of California (without
giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction)
that would cause the application of laws of any jurisdiction other than those of the State of California).


 


14.7         Representations
And Warranties Regarding Authority. Sub-Subtenant and Sub-Sublandlord hereby represent and warrant to the other Party
that (i) each person signing this Sub-Sublease on their behalf is duly authorized to execute and deliver this Sub-Sublease on
their behalf, (ii) the execution, delivery and performance of this Sub-Sublease has been duly and validly authorized in accordance
with the articles of incorporation, bylaws and other organizational documents of such Party, (iii) such Party is duly organized
and in good standing under the laws of their State of incorporation and (iv) upon the execution and delivery of this Sub-Sublease,
this Sub-Sublease shall be binding and enforceable against such Party in accordance with its terms.


 


14.8         Confidentiality.
Sub-Sublandlord and Sub-Subtenant hereby agree that the information contained in this Sub-Sublease shall be held in strict confidence
and none of the terms or conditions contained herein shall be disclosed to any person or entity, other than Master Landlord, Sublandlord
and Sub-Sublandlord’s and Sub-Subtenant’s respective current or prospective attorneys, accountants, consultants, brokers,
lenders, investors, acquirers, assignees and subtenants, all of whom (except the Master Landlord and Sublandlord) shall agree
to the confidentiality of this Sub-Sublease. Sub-Subtenant and its agents shall avoid discussing with, or


 






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disclosing to, any third
parties (except those specifically listed above) any of the terms, conditions or particulars contained herein. This provision
shall not be deemed breached if disclosure is required by applicable law or otherwise consented to in writing by the non-disclosing
party.


 


14.9         Securities
Filings. Notwithstanding anything to the contrary in this Sub-Sublease or the Confidentiality Agreement (but
expressly subject to Sublandlord’s and Master Landlord’s prior written acknowledgment and consent), in the event
either Party or any of its affiliates (such party, a “Filing Party”) proposes to file with the Securities
and Exchange Commission or the securities regulators of any state or other jurisdiction a registration statement or any other
disclosure document which describes or refers to this Sub-Sublease under the Securities Act of 1933, as amended, the
Securities Exchange Act, of 1934, as amended, any other applicable securities law or the rules of any national securities
exchange, the Filing Party shall be entitled to file (i) a copy of this Sub-Sublease with those redactions reasonably
required by the other Party, (ii) a copy of the Sublease with those redactions reasonably required by Sub-Sublandlord or
Sublandlord and (iii) an unredacted copy of the Original Master Lease and a copy of the Master Amendment with those
redactions of the Master Amendment reflected on Exhibit A-1 attached hereto. For the avoidance of doubt, no
Sub-Sublandlord, Sublandlord or Master Landlord consent is required in connection with a filing of a current report on Form
8-K with the Securities and Exchange Commission that summarizes the terms of this Sub-Sublease; provided, that Sub-Subtenant
shall provide Sub-Sublandlord with a reasonable opportunity to review and comment on such summary, and Sub-Subtenant shall
consider in good faith Sub-Sublandlord’s comments thereto.


 


14.10         Publicity.
Subject to the Incorporation Provisions, Section 5 of the Master Amendment is hereby incorporated herein by reference,
except for the sixth (6th) and seventh (7th) sentences thereof. In addition, Sub-Subtenant and Sub-Sublandlord
each hereby acknowledges and agrees that, except as may be necessary to implement or otherwise effectuate the terms of this Sub-Sublease
including but not limited to Section 14.9, (i) Sub-Subtenant shall not use, without Sub-Sublandlord’s prior written
approval, which may be withheld in Sub-Sublandlord’s sole discretion, the name of Sub-Sublandlord, Sublandlord or Master
Landlord, their respective affiliates, trade names, trademarks or trade dress, products, or any signs, markings, or symbols from
which a connection to Sub-Sublandlord, Sublandlord or Master Landlord, in Sub-Sublandlord’s absolute and sole discretion,
may be reasonably inferred or implied, in any manner whatsoever, including, without limitation, press releases, marketing materials,
or advertisements; and (ii) Sub-Sublandlord shall not use, without Sub-Subtenant’s prior written approval, which may
be withheld in Sub-Subtenant’s sole discretion, the name of Sub-Subtenant, its affiliates, trade names, trademarks or trade
dress, products, or any signs, markings, or symbols from which a connection to Sub-Subtenant, in Sub-Subtenant’s absolute
and sole discretion, may be reasonably inferred or implied, in any manner whatsoever, including, without limitation, press releases,
marketing materials, or advertisements.


 


14.11         Consents.


 



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14.11.1         Consent
of Sublandlord. This Sub-Sublease is conditioned upon, and shall not take effect until, the first business day
following the date after which both the written consent of the Sublandlord hereto (the “Sublandlord
Consent”) and the Master Landlord Consent (the “Master Landlord Consent”, as provided
in subsection 14.11.2 below, and together with the Sublandlord Consent, the “Consents”) have been
received in each case by Sub-Sublandlord and Sub-Subtenant, whichever is later. Sub-Subtenant hereby agrees for the benefit
of Sub-Sublandlord and Sublandlord (as an express intended third party beneficiary) that (a) other than as expressly and
specifically agreed to in writing by Sublandlord (in the Sublandlord Consent or other written agreement), no act, consent,
approval or omission of Sublandlord pursuant to this Sub-Sublease shall (i) constitute any form of recognition of
Sub-Subtenant as the direct tenant of Sublandlord, (ii) create any form of contractual duty or obligation on the part of
Sublandlord in favor of Sub-Subtenant or (iii) waive, affect or prejudice in any way Sublandlord’s right to treat this
Sub-Sublease and Sub-Subtenant’s rights to the Premises as being terminated upon any termination of the Sublease,
(b) Sublandlord shall have the absolute right to evict Sub-Subtenant, and all parties holding under Sub-Subtenant, from
the Premises upon any termination of the Sublease, and (c) without limiting the generality of (a) and (b) above
(or Sub-Sublandlord’s obligations to maintain the Sublease pursuant to this Sub-Sublease), a voluntary or other
surrender of the Sublease or a termination of the Sublease shall not result in a merger but shall, at the option of
Sublandlord, operate either as an assignment to Sublandlord of this Sub-Sublease, or a termination of this Sub-Sublease.
Notwithstanding the foregoing, Sub-Sublandlord agrees to request recognition and non-disturbance protection for
Sub-Subtenant’s benefit from Sublandlord. Further, it is acknowledged that Sub-Subtenant may wish to obtain certain
additional rights directly from Sublandlord with respect to Sub-Subtenant’s use and occupancy of the Premises. Any such
agreement with Sublandlord that would bind Sub-Sublandlord or otherwise modify or affect Sub-Sublandlord’s rights under
the Sublandlord or this Sub-Sublease shall be subject to Sub-Sublandlord’s prior written consent. Notwithstanding
anything to the contrary in this Sub-Sublease, Sub-Subtenant shall have the right to terminate this Sub-Sublease if the
Sublandlord Consent is not executed and delivered by the date that is ninety (90) days after the date of full execution and
delivery of this Sub-Sublease. Sub-Sublandlord shall make commercially reasonable efforts to obtain the Sublandlord Consent
from Sublandlord.


 


14.11.2         Consent
of Master Landlord. Sub-Subtenant hereby agrees for the benefit of Sub-Sublandlord and Master Landlord (as an express intended
third party beneficiary) that (a) other than as expressly and specifically agreed to in writing by Master Landlord (in the Master
Landlord Consent or other written agreement), no act, consent, approval or omission of Master Landlord pursuant to this Sub-Sublease
shall (i) constitute any form of recognition of Sub-Subtenant as the direct tenant of Master Landlord, (ii) create any form of
contractual duty or obligation on the part of Master Landlord in favor of Sub-Subtenant or (iii) waive, affect or prejudice in
any way Master Landlord’s right to treat this Sub-Sublease and Sub-Subtenant’s rights to the Premises as being terminated
upon any termination of the Master Lease, (b) Master Landlord shall have the absolute right to evict Sub-Subtenant, and all
parties holding under Sub-Subtenant, from the Premises upon any termination of the Master Lease, and (c) without limiting
the generality of (a) and (b) above (or Sub-Sublandlord’s obligations to maintain the


 






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Master Lease
pursuant to this Sub-Sublease), a voluntary or other surrender of the Master Lease or a termination of the Master Lease shall
not result in a merger but shall, at the option of Master Landlord, operate either as an assignment to Master Landlord of
this Sub-Sublease, or a termination of this Sub-Sublease. Notwithstanding the foregoing, Sub-Sublandlord agrees to request
recognition and non-disturbance protection for Sub-Subtenant’s benefit from Master Landlord. Further, it is
acknowledged that Sub-Subtenant may wish to obtain certain additional rights directly from Master Landlord with respect to
Sub-Subtenant’s use and occupancy of the Premises. Any such agreement with Master Landlord that would bind
Sub-Sublandlord or otherwise modify or affect Sub-Sublandlord’s rights under the Master Lease, the Sublease or this
Sub-Sublease shall be subject to Sub-Sublandlord’s prior written consent. Notwithstanding anything to the contrary in
this Sub-Sublease, Sub-Subtenant shall have the right to terminate this Sub-Sublease if the Master Landlord Consent is not
executed and delivered by the date that is ninety (90) days after the date of full execution and delivery of this
Sub-Sublease. Sub-Sublandlord shall make commercially reasonable efforts to obtain the Master Landlord Consent from Master
Landlord.


 


14.12         Cooperation.
Each Party shall reasonably cooperate with the other Party with respect to seeking any necessary approvals from the Sublandlord
and the Master Landlord, including without limitation approval of this Sub-Sublease. Sub-Subtenant and Sub-Sublandlord each agree
to complete and return any and all forms requested by Sub-Sublandlord, Sublandlord or Master Landlord, as applicable, from time
to time for administrative purposes related to this Sub-Sublease within five (5) business days of such Party’s written request.


 


14.13         Certified
Access Specialist. For purposes of Section 1938 of the California Civil Code, Sub-Sublandlord hereby discloses to Sub-Subtenant,
and Sub-Subtenant hereby acknowledges, that the Real Property, the 331 Building and the Premises have not undergone inspection
by a Certified Access Specialist. As required by Section 1938(e) of the California Civil Code, Sub-Sublandlord hereby states as
follows: “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.” In furtherance of the foregoing, Sub-Sublandlord and Sub-Subtenant hereby
agree as follows: (a) any CASp inspection requested by Sub-Subtenant shall be conducted at Sub-Subtenant's sole cost and
expense by a CASp approved in advance by Sub-Sublandlord; (b) pursuant to this Section 14.13, if as a result of anything
done by


 






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or for Sub-Subtenant
in its use or occupancy of the Premises, repairs to the Premises are required to correct violations of construction-related accessibility
standards, then Sub-Subtenant, at its cost, shall be responsible for making such repairs; and (c) pursuant to this Section
14.13, if as a result of anything done by or for Sub-Subtenant in its use or occupancy of the Premises, repairs to the 331
Building (outside the Premises) to correct violations of construction-related accessibility standards, then Sub-Subtenant shall,
at Sub-Sublandlord's option, either perform such repairs at Sub-Subtenant's sole cost and expense or reimburse Sub-Sublandlord
upon demand, as additional rent payable hereunder, for the cost to Sub-Sublandlord of performing such repairs.


 


14.14         Nonresidential
Building Energy Use Disclosure Requirement Compliance. Sub-Subtenant hereby acknowledges that Sub-Sublandlord may be
required to disclose to utility providers and other third parties certain information concerning the energy performance of
the Premises' recent historical energy use data pursuant to California Public Resources Code Section 25402.10 and the
regulations adopted pursuant thereto (collectively, the “Energy Disclosure Requirements”).
Sub-Sublandlord shall not be liable to Sub-Subtenant for the accuracy or content of the information provided by or to utility
providers or third parties pursuant to the Energy Disclosure Requirements. Sub-Subtenant acknowledges and agrees that (i)
Sub-Sublandlord makes no representation or warranty regarding the energy performance of the Premises, and (ii) the energy
performance of the Premises may vary depending on future condition, occupancy and/or use of the Premises. Further,
Sub-Subtenant hereby releases Sub-Sublandlord from any and all losses, costs, damages, expenses and/or liabilities relating
to, arising out of and/or resulting from the Energy Disclosure Requirements. Sub-Subtenant hereby agrees that, upon request
from Sub-Sublandlord, Sub-Subtenant shall provide Sub-Sublandlord with any energy usage data for the Premises, including,
without limitation, copies of utility bills for the Premises that are in Sub-Subtenant’s possession.


 


14.15         Survival.
Without limiting survival provisions which would otherwise be implied or construed under applicable law, the provisions of Sections
3.3.3, 3.3.4, 7, 9.1.3, 9.5, 9.12, 9.14, 9.33, 11.1, 11.2,
11.3, 11.4, 11.5, 11.6, and 14.14 hereof shall survive the expiration or earlier termination
of this Sub-Sublease with respect to matters occurring or liabilities accruing prior to the expiration or earlier termination
of this Sub-Sublease. This Section 14.15 shall survive the expiration or earlier termination of this Sub-Sublease.


 


14.16         Expansion
Option.


 


   14.16.1         
Expansion Option; Expansion Space. Sub-Sublandlord grants to Sub-Subtenant the option (the “Expansion
Option”) to expand the Premises in accordance with and subject to the provisions of this Section 14.16. The Expansion
Option shall apply to the second (2nd) floor of the 331 Building (the “Expansion Space”) consisting
of approximately 33,137 rentable square feet.


 


   14.16.2         Exercise
of Expansion Option. Sub-Subtenant may exercise the Expansion Option only by giving unconditional, unequivocal and irrevocable
written notice of such exercise (the “Expansion Notice”) to Sub-Sublandlord no later than December 31,
2019. Time is of the essence for the delivery of the Expansion Notice by December 31, 2019.


 






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   14.16.3         Terms
and Conditions Applicable to Exercise of Expansion Option. The Expansion Option shall be personal to the originally
named Sub-Subtenant and shall be exercisable only by the originally named Sub-Subtenant (and not any assignee, sublessee, or other
transferee of Sub-Subtenant’s interest in this Sub-Sublease). The originally named Sub-Subtenant may exercise the Expansion
Option only if that Sub-Subtenant occupies the entire Premises as of the last date on which that Sub-Subtenant may properly exercise
the Expansion Option. Sub-Subtenant shall not have the right to exercise the Expansion Option if Tenant is in default under this
Sub-Sublease as of the date of the attempted exercise or (at Sub-Sublandlord’s option) as of the Expansion Space Delivery
Date.


 


   14.16.4         Delivery
of Expansion Space. If Sub-Subtenant timely and validly exercises the Expansion Option, Sub-Sublandlord shall deliver
the Expansion Space to Sub-Subtenant on a date selected by Sublandlord (the “Expansion Space Delivery Date”)
that is no later than sixty (60) days after the date of the Expansion Notice.


 


   14.16.5         Terms
and Conditions Applicable to Expansion Space. If Sub-Subtenant timely and validly exercises the Expansion Option, then,
beginning on the Expansion Space Delivery Date and continuing for the balance of the Term, the Expansion Space shall be part of
the Premises under this Sub-Sublease (so that the term “Premises” in this Sub-Sublease shall refer to the space in
the original Premises, as originally described in this Sub-Sublease, plus the Expansion Space). Sub-Subtenant’s lease of
the Expansion Space shall be on the same terms and conditions as affect the original Premises. Sub-Subtenant’s obligation
to pay Rent with respect to the Expansion Space shall begin on the Expansion Space Delivery Date.


 


   14.16.6         As-Is
Condition. If Sub-Subtenant timely and validly exercises the Expansion Option, Sub-Subtenant shall lease the Expansion
Space in its “as-is” condition as of the Expansion Space Delivery Date.


 


   14.16.7         Confirmation
of Terms. If Sub-Subtenant timely and validly exercises the Expansion Option, Sub-Sublandlord and Sub-Subtenant shall,
within ten (10) days after Sub-Sublandlord’s delivery of the Expansion Space to Sub-Subtenant, confirm in writing the
addition of the Expansion Space to the Premises on the terms and conditions set forth in this Section 14.16. The written confirmation
shall confirm: (i) the actual Expansion Space Delivery Date, (ii) the rentable square footage of the Premises (including the Expansion
Space), (iii) the Base Rent and (iv) any other term that either Party reasonably requests be confirmed with respect to the Expansion
Space.


 


   14.16.8         Adjustment
for Lease of Expansion Space to Third Party. If the Expansion Option terminates or expires and Sub-Sublandlord sub-subleases
the Expansion Space to any person or entity other than Sub-Subtenant, the rentable square feet of the Complete Premises shall be
deemed to be decreased by 2,397 rentable square feet for as long as the Expansion Space is sub-subleased to such other person or
entity.


 



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14.17         Right
of First Refusal.


 


   14.17.1         Right
of First Refusal. Subject to the receipt of any consents required pursuant to the Master Lease, including the Master Landlord
Consent, and the Sublease, including the Sublandlord Consent, Sub-Sublandlord hereby grants to the originally named Sub-Subtenant
a right of first refusal with respect to any sub-sublease of any portion of the Subleased Premises located in the 331 Building
(collectively, the “First Refusal Space”).


 


   14.17.2         Procedure.
Sub-Sublandlord shall notify Sub-Subtenant (the “First Refusal Notice”) from time to time when
Sub-Sublandlord has entered into a letter of intent with a bona-fide prospective sub-subtenant that incorporates all of the
basic terms of the transaction that Sub-Sublandlord is willing to accept and is for the sublease of any First Refusal Space
(a “LOI”). The First Refusal Notice shall describe the space which is the subject of the LOI and
shall set forth the material economic terms and conditions (including the proposed sublease term) set forth in the LOI
(collectively, the “LOI Terms”).


 


   14.17.3         Procedure
for Acceptance. If Sub-Subtenant wishes to exercise Sub-Subtenant’s right of first refusal with respect to the space
described in the First Refusal Notice, then within seven (7)  days after delivery of the First Refusal Notice to Sub-Subtenant
(the “Election Date”), Sub-Subtenant shall deliver written notice to Sub-Sublandlord (“Sub-Subtenant’s
Election Notice”) pursuant to which Sub-Subtenant shall elect either to (i) lease the entire space described
in the First Refusal Notice upon the LOI Terms set forth in the First Refusal Notice or (ii) refuse to lease such space identified
in the First Refusal Notice, in which event Sub-Sublandlord may lease such space to any person or entity on any terms that Sublandlord
desires; provided, that (1) the space leased to such person or entity shall not be materially different than the space identified
in the First Refusal Notice and (2) the rental rate is not less than ninety percent (90%) of the rental rate listed in the First
Refusal Notice (such terms, the “Permitted Leasing Terms”). If Sub-Subtenant does not so respond in writing
to Sub-Sublandlord's First Refusal Notice by the Election Date, Sub-Subtenant shall be deemed to have elected the option described
in clause (ii) above. Notwithstanding anything herein to the contrary, Sub-Subtenant may only exercise its right of first
refusal with respect to all of the space described in the First Refusal Notice, and not a portion thereof. Time is of the essence
for the delivery of the Sub-Subtenant’s Election Notice within seven (7) days after delivery of the First Refusal Notice
to Sub-Subtenant.


 


   14.17.4         Lease
of First Refusal Space. If Sub-Subtenant timely exercises Sub-Subtenant's right to lease the First Refusal Space as set forth
herein, Sub-Sublandlord and Sub-Subtenant shall execute at Sub-Sublandlord's sole election, an amendment to this Sub-Sublease incorporating
into this Sub-Sublease the LOI Terms applicable to such First Refusal Space.


 


   14.17.5         Termination
of Right of First Refusal. If Sub-Subtenant elects not to lease the First Refusal Space (or is deemed to have elected not to
lease the First


 






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Refusal
Space), then the Sub-Sublandlord will have 180 days to execute a lease with a prospective tenant. Sub-Sublandlord shall have
no obligation to reoffer the First Refusal Space to Tenant during the 180-day period so long as, during the negotiation of
the lease with any prospective tenant, the terms of such lease are consistent with the Permitted Leasing Terms. However, if a
lease is not executed within 180 days or if the terms of such lease negotiated within the 180-day period are inconsistent
with the Permitted Leasing Terms, then the space shall be reoffered to Sub-Subtenant under this right of first refusal. The
right of first refusal granted herein shall terminate as to a particular offer of First Refusal Space upon the execution of a
sub-sublease with a third party pursuant to the Permitted Leasing Terms. The right of first refusal shall remain in effect
for any subsequent availability of all or any portion of the First Refusal Space not subject to a prior First Refusal Notice
and an executed sub-sublease. Sub-Sublandlord shall not have any obligation to deliver the First Refusal Notice if, as of the
date Sub-Sublandlord would otherwise deliver the First Refusal Notice to Sub-Subtenant, an Event of Default has occurred and
is continuing or Sub-Subtenant does not physically occupy the entire Premises. In addition, at Sub-Sublandlord's option, if
Sub-Subtenant has previously delivered Sub-Subtenant's Election Notice in accordance with Section 14.7.3 and, as
of the scheduled date of delivery of such First Refusal Space to Sub-Subtenant, an Event of Default has occurred and is
continuing or Sub-Subtenant does not physically occupy the entire Premises Sub-Subtenant shall not have the right to lease
the First Refusal Space.


 


[Remainder of page intentionally left
blank; signatures on next page]


 




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IN WITNESS WHEREOF,
the parties hereto have hereunto set their hand on the date first above written.


 


	 	SUB-SUBLANDLORD:
	 	 
	 	PROTHENA BIOSCIENCES INC,
	 	a Delaware corporation
	 	 
	 	By:  /s/ Karin Walker _______________
	 	 
	 	Name: Karin Walker________________
	 	 
	 	Its: CAO _________________________
	 	 
	 	By:  _____________________________
	 	 
	 	Name: ___________________________
	 	 
	 	Its: ______________________________
	 	 
	 	SUB-SUBTENANT:
	 	 
	 	ASSEMBLY BIOSCIENCES, INC.,
	 	a Delaware corporation
	 	 
	 	By:  /s/ Graham Cooper _____________
	 	 
	 	Name: Graham Cooper______________
	 	 
	 	Its: CFO/COO_____________________
	 	 
	 	By:  /s/ Derek Small________________
	 	 
	 	Name: Derek Small_________________
	 	 
	 	Its: CEO__________________________


 




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EXHIBIT A-1


 


MASTER LEASE


 


(to be attached)


 




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BUILD-TO-SUIT LEASE


 


	Landlord:	Slough BTC, LLC
	 	 
	Tenant:	Tularik Inc.
	 	 
	Date:	December  20, 2001


 


TABLE OF CONTENTS


 





	1.      PROPERTY	1
	1.1	Lease of Buildings	1
	1.2	Landlord’s Reserved Rights	2
	2.      TERM	3
	2.1	Term; Rent Commencement Dates	3
	2.2	Early Possession	5
	2.3	Delay In Possession	6
	2.4	Acknowledgment Of Rent Commencement Dates	6
	2.5	Holding Over	7
	2.6	Option To Extend Term	7
	3.      RENTAL	8
	3.1	Minimum Rental	8
	3.2	Late Charge	11
	4.      [Omitted]	12
	5.      CONSTRUCTION	12
	5.1	Construction of Improvements	12
	5.2	Condition of Property	12
	5.3	Compliance with Law	12
	6.      EXPANSION RIGHTS	13
	6.1	First Refusal Right to Lease	13
	6.2	Right of First Offer to Lease	13
	6.3	Expansion Option	14
	7.      [OMITTED]	16
	8.      TAXES	16
	8.1	Personal Property	16
	8.2	Real Property	16
	9.      OPERATING EXPENSES	16
	9.1	Liability For Operating Expenses	16
	9.2	Definition Of Operating Expenses	18
	9.3	Determination and Payment of Operating Expenses	19
	9.4	Final Accounting For Lease Year	20
	9.5	Proration	20
	10.      UTILITIES	20
	10.1	Payment	20
	10.2	Interruption	21
	11.      ALTERATIONS; SIGNS	21
	11.1	Right To Make Alterations	21
	11.2	Title To Alterations	21
	11.3	Tenant Trade Fixtures	22
	11.4	No Liens	22
	11.5	Signs	23
	12.      MAINTENANCE AND REPAIRS	23
	12.1	Landlord’s Work	23
	12.2	Tenant’s Obligation For Maintenance	23
	13.      USE OF PROPERTY	24
	13.1	Permitted Use	24
	13.2	[Omitted.]	24
	13.3	No Nuisance	24
	13.4	Compliance With Laws	25
	13.5	Liquidation Sales	25
	13.6	Environmental Matters	25


 


 




    	 	i	 



     


    

 





 


	14.      INSURANCE AND INDEMNITY	29
	14.1	Liability and Property Insurance	29
	14.2	Quality Of Policies And Certificates	31
	14.3	Workers’ Compensation	31
	14.4	Waiver Of Subrogation	31
	14.5	Increase In Premiums	31
	14.6	Indemnification	31
	14.7	Blanket Policy	32
	15.      SUBLEASE AND ASSIGNMENT	32
	15.1	Assignment And Sublease Of Building(s)	32
	15.2	Rights Of Landlord	32
	16.      RIGHT OF ENTRY AND QUIET ENJOYMENT	33
	16.1	Right Of Entry	33
	16.2	Quiet Enjoyment	33
	17.      CASUALTY AND TAKING	33
	17.1	Damage or Destruction	33
	17.2	Condemnation	35
	17.3	Reservation Of Compensation	36
	17.4	Restoration Of Improvements	36
	18.      DEFAULT	36
	18.1	Events Of Default	36
	18.2	Remedies Upon Tenant’s Default	37
	18.3	Remedies Cumulative	38
	19.      SUBORDINATION, ATTORNMENT AND SALE	38
	19.1	Subordination To Mortgage	38
	19.2	Sale Of Landlord’s Interest	38
	19.3	Estoppel Certificates	39
	19.4	Subordination to CC&R’s	39
	19.5	Mortgagee Protection	39
	20.      SECURITY	40
	20.1	Deposit	40
	21.      MISCELLANEOUS	42
	21.1	Notices	42
	21.2	Successors And Assigns	43
	21.3	No Waiver	43
	21.4	Severability	43
	21.5	Litigation Between Parties	43
	21.6	Surrender	43
	21.7	Interpretation	43
	21.8	Entire Agreement	43
	21.9	Governing Law	43
	21.10	No Partnership	44
	21.11	Financial Information	44
	21.12	Costs	44
	21.13	Time	44
	21.14	Rules and Regulations	44
	21.15	Brokers	44
	21.16	Memorandum of Lease	45
	21.17	Corporate Authority	45
	21.18	Execution and Delivery	45
	21.19	Survival	45
	21.20	Parking and Traffic	45




 




    	 	ii	 



     


    

 


BUILD-TO-SUIT
LEASE


 


THIS BUILD-TO-SUIT LEASE (“Lease”)
is made and entered into as of December 20, 2001, by and between SLOUGH BTC, LLC, a Delaware limited liability company (“Landlord”),
and TULARIK INC., a Delaware corporation (“Tenant”).


 


THE PARTIES AGREE AS FOLLOWS:


 


1.       PROPERTY


 


		1.1	Lease of Buildings.



 


(a)          Landlord
leases to Tenant and Tenant hires and leases from Landlord, on the terms, covenants and conditions hereinafter set forth, the
buildings (individually, a “Building” and collectively, the “Buildings”) to be constructed pursuant
to Article 5 hereof and Exhibit C attached hereto on a portion of the real property described in Exhibit A
attached hereto (the “Property”), as follows: (i) a three-story office and laboratory building containing
approximately 103,000 square feet (the “Phase IA Building”), to be located on the Property substantially as shown
for the building designated “Building A” on the site plan attached hereto as Exhibit B (the “Site
Plan”); (ii) a three-story office and laboratory building containing approximately 84,000 square feet (the “Phase
IB Building”), to be located on the Property substantially as shown for the building designated “Building B”
on the Site Plan; (iii) a four-story building containing approximately 93,200 square feet (and in no event less than 90,000
square feet) of office and laboratory space and approximately 5,000 square feet of ground-floor retail space (the “Phase
II Building”), to be located on the Property substantially as shown for the building designated “Building E”
on the Site Plan; and (iv) subject to final design and to receipt of all required governmental approvals, an enclosed connector
bridge connecting the Phase IA Building to the Phase IB Building at the second-story level (the “Connector Bridge”
). With respect to the governmental approvals described in clause (iv) of the preceding sentence, Landlord has advised Tenant
that the additional square footage created by construction of the Connector Bridge will cause the Project to exceed the maximum
square footage amount for which the Project is presently entitled and that, without limiting any other governmental approvals
that may be required, a modification of the maximum square footage amount under the existing Project entitlements will therefore
be necessary in order to permit construction of the Connector Bridge. Landlord shall pursue diligently and reasonably the design
of the Connector Bridge and the securing of all governmental approvals and permits necessary for the construction of the Connector
Bridge (other than the interior improvements therein, which shall be Tenant’s responsibility as part of the Tenant Improvements),
and Tenant shall cooperate diligently and reasonably with Landlord, in any respects reasonably requested by Landlord, in connection
with the design and authorization of the Connector Bridge. For purposes of this Lease, the Connector Bridge shall generally be
considered to be a part of the Phase IB Building, and the square footage of the Connector Bridge (which is not presently included
in the estimated square footage figure used in this Lease for the Phase IB Building), determined in accordance with Section 1.1(d)
of this Lease, shall be included in the square footage of the Phase IB Building for purposes of calculating Tenant’s Minimum
Rent, additional rent and Operating Expense obligations with respect to the Phase IB Building and the Tenant Improvement Allowance
with respect to the Phase IB Building; provided, however, that the square footage of the Connector Bridge shall not be
taken into account in determining the number of parking spaces allocated to Tenant or required to be paid for by Tenant pursuant
to Section 21.20(b) of this Lease. All references in this Lease to the Phase II Building as being leased to Tenant hereunder
shall be construed to refer solely to the office and laboratory portion of the Phase II Building and not to the ground-floor retail
portion of such building. The Phase IA Building and the Phase IB Building (including the Connector Bridge) are sometimes hereinafter
collectively referred to as the “Phase I Buildings.” The Property is commonly known as Britannia Oyster Point
(the “Center”) and is located at Oyster Point Boulevard and Veterans Boulevard in the City of South San Francisco,
County of San Mateo, State of California. The Buildings and the other improvements to be constructed on the Property pursuant
to Article 5 hereof and Exhibit C attached hereto are sometimes referred to collectively herein as the “Improvements.”
The parking areas, driveways, sidewalks, landscaped areas and other portions of the Center that lie outside the exterior walls
of the Buildings and of the other buildings to be constructed in the Center, as depicted on the Site


 




     


     


    

 


Plan and as hereafter modified by Landlord
from time to time in accordance with the provisions of this Lease, are sometimes referred to herein as the “Common Areas.”


 


(b)          As
an appurtenance to Tenant’s leasing of the Buildings pursuant to Section 1.1(a), Landlord hereby grants to Tenant, for
the benefit of Tenant and its employees, suppliers, shippers, customers and invitees, during the term of this Lease, the non-exclusive
right to use, in common with others entitled to such use, (i) those portions of the Common Areas improved from time to time
for use as parking areas, driveways, sidewalks, landscaped areas, or for other common purposes, and (ii) all easements, access
rights and similar rights and privileges relating to or appurtenant to the Center and created or existing from time to time under
any easement agreements, declarations of covenants, conditions and restrictions, or other written agreements now or hereafter of
record with respect to the Center, subject however to any limitations applicable to such rights and privileges under applicable
law, under this Lease and/or under the written agreements creating such rights and privileges.


 


(c)          Tenant
shall be entitled to install, in areas of the Property adjacent to one or more of the Buildings, in what would otherwise constitute
Common Areas, at Tenant’s sole expense and for the exclusive use of Tenant and its employees and invitees, subject to all
of the conditions set forth in this paragraph (c), (1) a half-court basketball court and (2) an equipment yard.
In no event shall Tenant be obligated to pay rent for the use of such areas, nor shall such areas be considered part of the Buildings
or premises leased by Tenant for purposes of any calculations of rent or of Tenant’s Operating Cost Share under this Lease,
but for all other purposes (including, but not limited to, the purposes specifically identified in this paragraph (c)), such
areas shall be considered part of the Buildings leased by Tenant under this Lease. Without limiting the generality of the foregoing,
Tenant’s construction and use of such basketball court and equipment yard shall be subject to the following requirements
and restrictions: (i) the locations in which such basketball court and equipment yard are to be constructed shall be subject
to Landlord’s prior written consent, in Landlord’s sole discretion; (ii) the plans and specifications for construction
of all improvements constituting such basketball court and equipment yard shall be subject to Landlord’s prior written consent,
in Landlord’s sole discretion, and such improvements shall otherwise be constructed in full compliance with the requirements
applicable to Tenant’s Work under Exhibit C attached hereto; (iii) the liability insurance to be carried
by Tenant pursuant to Section 14.1(a) of this Lease shall cover, to Landlord’s satisfaction, any claims and liabilities
arising out of the use of such basketball court and equipment yard; (iv) Tenant shall ensure that the construction and use
of such basketball court and equipment yard do not interfere with the use of any parking or driveway areas on the Property and
do not create any visual or noise interference with the use and enjoyment of the Property by the other tenants thereof; (v) Tenant
shall be solely responsible for the maintenance and repair of such basketball court and equipment yard, at Tenant’s sole
expense, as part of Tenant’s maintenance obligations under Section 12.2 of this Lease; and (vi) Tenant shall take
all such steps as Landlord in its reasonable discretion may require in order to restrict access to and use of such basketball court
and equipment yard to Tenant’s employees and invitees.


 


(d)          All
measurements of building areas under this Lease shall be made by Landlord’s architect in accordance with the same formula
applied by Landlord to the building areas for the other leased buildings in the Center, which formula consists of measurement from
the exterior faces of exterior walls, from the dripline of any overhangs and, where applicable, from the centerline of any demising
walls. In measuring interior space (relevant only to the determination of space actually being used or occupied by Tenant in the
Phase II Building during the phase-in of Tenant’s occupancy thereof), measurements involving any demising walls separating
space actually used or occupied by Tenant from space not used or occupied by Tenant shall be made to the centerline of the demising
wall.


 


1.2          Landlord’s
Reserved Rights.   To the extent reasonably necessary to permit Landlord to exercise any rights of Landlord
and discharge any obligations of Landlord under this Lease, Landlord shall have, in addition to the right of entry set forth in
Section 16.1 hereof, the following rights: (i) to make changes to the Common Areas, including, without limitation, changes
in the location, size or shape of any portion of the Common Areas, and to construct and/or relocate parking structures and/or parking
spaces in the Center, but not materially decrease the number of parking spaces in the Center; (ii) to close temporarily any
of the Common Areas for maintenance or other reasonable purposes, provided that reasonable parking and reasonable access
to the Buildings remain available; (iii) to construct, alter or add to other buildings or improvements in the Center; (iv) to
build in areas adjacent to the Center and to add


 




    	 	- 2 -	 



     


    

 


such areas to the Center; (v) to use
the Common Areas while engaged in making additional improvements, repairs or alterations to the Center or any portion thereof;
and (vi) to do and perform such other acts with respect to the Common Areas and the Center as may be necessary or appropriate;
provided, however, that notwithstanding anything to the contrary in this Section 1.2, Landlord’s exercise of
its rights hereunder (x) shall not cause any material diminution of Tenant’s rights, nor any material increase of Tenant’s
obligations, under this Lease, and (y) shall be conducted in such a manner as to minimize, to the extent reasonably possible,
any adverse effect on Tenant’s business operations in the Buildings (including, but not limited to, reasonable prior notice
to Tenant of any pile-driving or other activities of Landlord that will cause significant noise or vibration in the Buildings).


 


2.       TERM


 


2.1          Term;
Rent Commencement Dates.   The term of this Lease shall commence upon mutual execution of this Lease by Landlord
and Tenant.


 


(a)          Tenant’s
Minimum Rental, additional rent and Operating Expense obligations with respect to the Phase I Buildings shall commence on the
earlier to occur of (i) the date which is one hundred eighty (180) days after the date Landlord delivers to Tenant a
Structural Completion Certificate for each of the Phase I Buildings (or, if the Structural Completion Certificates for the two
Phase I Buildings are delivered on different dates, the date Landlord delivers to Tenant the Structural Completion Certificate
for the second of the two Phase I Buildings) pursuant to the Workletter attached hereto as Exhibit C (the “Workletter”),
subject to any adjustments in such time period to the extent authorized or required under the provisions of such Workletter, or
(ii) the date Tenant takes occupancy of and commences operation of its business in either of the Phase I Buildings, the earlier
of such dates being herein called the “Phase I Rent Commencement Date”; provided, however, that in no
event shall the Phase I Rent Commencement Date occur earlier than May 1, 2003, unless determined pursuant to clause (ii)
of this sentence or unless an earlier date is hereafter mutually agreed upon in writing by Landlord and Tenant; and provided
further, however, that if the Phase I Rent Commencement Date is determined pursuant to clause (ii) of this sentence as
a result of Tenant’s occupancy of and commencement of business operations in one of the two Phase I Buildings, then notwithstanding
any other provisions of this Lease to the contrary, Tenant’s Minimum Rental, additional rent and Operating Expense obligations
with respect to the second of the Phase I Buildings and with respect to the Connector Bridge (regardless of whether the Phase
IB Building is the first Phase I Building to be occupied by Tenant) shall not commence until the earlier to occur of the date
described in clause (i) of this sentence or the date Tenant takes occupancy of and commences operation of its business in
the second Phase I Building. Based on the estimated construction schedules attached hereto as Exhibit D, the parties
presently estimate that the Phase I Rent Commencement Date shall occur on May 1, 2003.


 


(b)          Tenant
shall be entitled to occupy the Phase II Building in up to four (4) successive phases. The first such phase (“Phase
IIA”) shall consist of a minimum of 23,300 square feet of the Phase II Building. The second such phase (“Phase
IIB”) shall consist of at least that amount of space which, when added to the Phase IIA space, shall equal a minimum
of 46,600 square feet of the Phase II Building. The third such phase (“Phase IIC”) shall consist of at least
that amount of space which, when added to the Phase IIA and Phase IIB spaces, shall equal a minimum of 69,900 square feet of the
Phase II Building. The fourth such phase (“Phase IID”) shall consist of the remainder, if any, of the non-retail
portion of the Phase II Building. As to any of such phases, Tenant shall have the right to take and occupy a larger portion of
the Phase II Building than the minimum space required for the applicable phase, in which event the space for the applicable phase
shall be deemed to consist of the greater of the minimum required amount of space for such phase or the amount of space actually
occupied by Tenant. Tenant shall not be deemed to be occupying any portion of the Phase II Building solely by reason of constructing
interior improvements in such portion in connection with Tenant’s intended future use and occupancy of such portion or by
reason of maintaining insurance on or performing maintenance or repair work in such portion, but use of any portion of the Phase
II Building for any other purpose by Tenant (including, but not limited to, any storage uses other than storage or staging of materials
on a temporary basis in the course of construction) shall be deemed to constitute occupancy of such portion by Tenant. At least
thirty (30) days prior to the applicable Rent Commencement Date for each phase of Tenant’s occupancy of the Phase II
Building as set forth in subparagraphs (i) through (iv) below, Tenant shall notify Landlord in


 




    	 	- 3 -	 



     


    

 


writing of the portion of the Phase II
Building that Tenant intends to actually use and occupy during such phase. Tenant acknowledges, however, that if Tenant in fact
uses a greater portion of the Phase II Building than specified in Tenant’s notice to Landlord with respect to the applicable
phase, then Tenant’s Minimum Rental, additional rent and Operating Expense obligations with respect to Tenant’s occupancy
of the Phase II Building during such phase shall be controlled by the amount of space actually used or occupied by Tenant. Landlord
shall have the right to inspect the Phase II Building from time to time prior to the Phase IID Rent Commencement Date, on not less
than one (1) business day’s prior notice to Tenant, to confirm and measure the amount of space actually being occupied
by Tenant in the Phase II Building, and the measurement and calculation of such space actually being occupied by Tenant shall be
made by Landlord’s architect as contemplated in Section 1.1(d) of this Lease. On the Phase IIA Rent Commencement Date
as hereinafter defined, all of Tenant’s obligations under this Lease shall become applicable and effective in full with respect
to all of the Phase II Building, except that the following obligations with respect to each phase of Tenant’s occupancy of
the Phase II Building shall become effective only on the respective Rent Commencement Date for such phase: (A) Tenant’s
Minimum Rental, additional rent and Operating Expense obligations with respect to such phase; (B) Tenant’s obligations
under Section 8.2 of this Lease with respect to real property taxes and assessments upon Improvements constructed by Landlord
and located within such phase; (C) Tenant’s obligation under Section 10.1 of this Lease to pay for utilities or
services supplied to or consumed in or with respect to such phase, but only to the extent such utilities or services are consumed
by or supplied at the request of Landlord or its agents, employees or contractors and the cost thereof can reasonably be segregated
from the cost of utilities or services furnished to the portions of the Phase II Building occupied by Tenant; (D) Tenant’s
maintenance and repair obligations under Section 12.2 of this Lease with respect to any Improvements constructed or installed
in such phase by Landlord as part of Landlord’s Work under the Workletter, except that Tenant shall be responsible for any
such maintenance or repairs required as a result of the negligent or willful acts or omissions of Tenant or its agents, employees,
contractors or invitees; and (E) Tenant’s obligation to cause the applicable phase to comply with any applicable Requirements
under Section 13.4(a) of this Lease, except to the extent the applicability of such Requirements is triggered by Tenant’s
actual use of any portion of the Building or by Tenant’s construction of Improvements in any portion of the Building. The
Rent Commencement Dates for the respective phases of the Phase II Building shall be as follows:


 


(i)       Tenant’s
Minimum Rental, additional rent and Operating Expense obligations with respect to Phase IIA shall commence on the earlier to occur
of (A) the date which is one hundred eighty (180) days after the date Landlord delivers to Tenant a Structural Completion
Certificate for the Phase II Building pursuant to the Workletter, subject to any adjustments in such time period to the extent
authorized or required under the provisions of such Workletter, or (B) the date Tenant takes occupancy of and commences operation
of its business in any portion of the Phase II Building, the earlier of such dates being herein called the “Phase IIA
Rent Commencement Date”; provided, however, that in no event shall the Phase IIA Rent Commencement Date occur
earlier than May 1, 2004, unless determined pursuant to clause (B) of this sentence or unless an earlier date is hereafter
mutually agreed upon in writing by Landlord and Tenant. Based on the foregoing provisions and on the estimated construction schedules
attached hereto as Exhibit D, the parties presently estimate that the Phase IIA Rent Commencement Date shall occur
on May 1, 2004.


 


(ii)       Tenant’s
Minimum Rental, additional rent and Operating Expense obligations with respect to Phase IIB shall commence on the earlier to occur
of (A) the date which is six (6) months after the Phase IIA Rent Commencement Date (as extended for any Landlord Delays
occurring after the Phase IIA Rent Commencement Date in connection with Tenant’s construction of Tenant Improvements in Phase
IIB) or (B) the date Tenant takes occupancy of and commences operation of its business in any portion of Phase IIB of the
Phase II Building, the earlier of such dates being herein called the “Phase IIB Rent Commencement Date”; provided,
however, that in no event shall the Phase IIB Rent Commencement Date occur earlier than November 1, 2004, unless determined
pursuant to clause (B) of this sentence or unless an earlier date is hereafter mutually agreed upon in writing by Landlord
and Tenant.


 


(iii)       Tenant’s
Minimum Rental, additional rent and Operating Expense obligations with respect to Phase IIC shall commence on the earlier to occur
of (A) the date which is six (6) months after the Phase IIB Rent Commencement Date (as extended for any


 




    	 	- 4 -	 



     


    

 


Landlord Delays occurring after the Phase
IIB Rent Commencement Date in connection with Tenant’s construction of Tenant Improvements in Phase IIC) or (B) the
date Tenant takes occupancy of and commences operation of its business in any portion of Phase IIC of the Phase II Building, the
earlier of such dates being herein called the “Phase IIC Rent Commencement Date”; provided, however,
that in no event shall the Phase IIC Rent Commencement Date occur earlier than May 1, 2005, unless determined pursuant to
clause (B) of this sentence or unless an earlier date is hereafter mutually agreed upon in writing by Landlord and Tenant.


 


(iv)       Tenant’s
Minimum Rental, additional rent and Operating Expense obligations with respect to Phase IID shall commence on the earlier to occur
of (A) the date which is six (6) months after the Phase IIC Rent Commencement Date (as extended for any Landlord Delays
occurring after the Phase IIC Rent Commencement Date in connection with Tenant’s construction of Tenant Improvements in Phase
IID) or (B) the date Tenant takes occupancy of and commences operation of its business in any portion of Phase IID of the
Phase II Building, the earlier of such dates being herein called the “Phase IID Rent Commencement Date”; provided,
however, that in no event shall the Phase IID Rent Commencement Date occur earlier than November 1, 2005, unless determined
pursuant to clause (B) of this sentence or unless an earlier date is hereafter mutually agreed upon in writing by Landlord
and Tenant.


 


(c)          Notwithstanding
any other provisions of this Section 2.1 or of Section 2.3 below, if Landlord has not delivered a Final Completion Certificate
under the Workletter with respect to the Building Shell of a Building or phase of a Building, as applicable, and completed all
Building Shell work that must be completed as a condition of delivery of such Final Completion Certificate for the applicable Building
or phase, by the date the Rent Commencement Date for such Building or phase would otherwise occur under this Section 2.1,
and if the incomplete elements of such Building Shell work materially impair Tenant’s ability to occupy and commence operation
of its business in the applicable Building or phase, then the Rent Commencement Date for the applicable Building or phase, to the
extent it is determined by the passage of time since delivery of the Structural Completion Certificate and not by actual occupancy,
shall be extended, day for day, for a period equal to the lesser of (i) the number of days from the date the Rent Commencement
Date for such Building or phase would otherwise have occurred under this Section 2.1 until the date Landlord has completed
all Building Shell work that must be completed as a condition of delivery of the Final Completion Certificate for the applicable
Building or phase to such an extent that Tenant’s ability to occupy and commence operation of its business in the applicable
Building or phase is no longer materially impaired by any remaining incomplete elements of Landlord’s Building Shell work
in the applicable Building or phase, or (ii) the number of days by which Landlord’s delay (beyond the date the applicable
Rent Commencement Date would otherwise have occurred pursuant to this Section 2.1) in completing all Building Shell work that
must be completed as a condition of delivery of the Final Completion Certificate for the applicable Building or phase has actually
delayed Tenant’s ability to occupy and commence operation of its business in the applicable Building or phase; provided,
however, that the period (if any) for which any Rent Commencement Date is extended pursuant to this paragraph (c) shall be
reduced, day for day, for a period equal to the length of any delays in Landlord’s completion of the Building Shell work
that must be completed as a condition of delivery of the Final Completion Certificate for the applicable Building or phase to the
extent such delays are caused by any Tenant Delays (as defined in the Workletter). Nothing in this paragraph (c) is intended
to imply or require that Landlord’s Site Improvements relating to a Building or phase shall be completed by the Rent Commencement
Date for such Building or phase; in fact, the parties expressly contemplate that completion of various elements of the Site Improvements
may be deferred by Landlord, in its discretion, until after completion of Tenant’s Work under the Workletter in order to
avoid the risk of damage to such Site Improvements in the course of Tenant’s Work, and Landlord agrees to complete such Site
Improvements with reasonable diligence following completion of Tenant’s Work under the Workletter, subject to the effects
of any Tenant Delays and/or Unavoidable Delays (as defined in the Workletter).


 


(d)          The
term of this Lease shall end on the day (the “Termination Date”) immediately preceding the fifteenth (15th
) anniversary of the last of the Phase II Rent Commencement Dates to occur, unless sooner terminated or extended as hereinafter
provided.


 


2.2          Early
Possession.   Tenant shall have the nonexclusive right to occupy and take possession of the respective Buildings
from and after the date of Landlord’s delivery of the


 




    	 	- 5 -	 



     


    

 


Structural Completion Certificate described
in the applicable portion of Section 2.1 for the applicable Building, even though Landlord will be continuing to construct
the balance of Landlord’s Work as contemplated in the Workletter, for the purpose of constructing Tenant’s Work as
contemplated in the Workletter and for the purpose of installing fixtures and furniture, laboratory equipment, computer equipment,
telephone equipment, low voltage data wiring and personal property and other similar work related to the construction of Tenant’s
Work and/or preparatory to the commencement of Tenant’s business in the applicable Building. Such occupancy and possession,
and any early access under the next sentence of this Section 2.2, shall be subject to and upon all of the terms and conditions
of this Lease and of the Workletter (including, but not limited to, conditions relating to the maintenance of required insurance),
except that Tenant shall have no obligation to pay Minimum Rental or Operating Expenses for any period prior to the applicable
Rent Commencement Date as determined under Section 2.1; such early possession shall not advance or otherwise affect the respective
Rent Commencement Dates or the Termination Date determined under Section 2.1. Tenant shall also be entitled to have early
access to the respective Buildings and the Property at all appropriate times prior to Landlord’s delivery of the Structural
Completion Certificate for the applicable Building, subject to the approval of Landlord and its general contractor (which approval
shall not be unreasonably withheld or delayed) and to all other provisions of this Section 2.2 and of the Workletter (including,
but not limited to, conditions relating to the maintenance of required insurance), solely for the purpose of installing fixtures
and equipment and other similar work preparatory to the construction of Tenant’s Work and the commencement of Tenant’s
business on the Property, and Tenant shall not be required to pay Minimum Rental or Operating Expenses by reason of such early
access until the applicable Rent Commencement Date otherwise occurs; without limiting the generality of the preceding portion of
this sentence, Tenant shall be entitled to have early access to the Property and the respective Buildings as soon as the roof metal
decking of the applicable Building is in place, to begin hanging electrical, mechanical and plumbing services from the overhead
structure, subject to all of the provisions of this Section 2.2.


 


2.3          Delay
In Possession.  Landlord agrees to use its best reasonable efforts to complete Landlord’s Work (as defined in the
Workletter) promptly, diligently and within the respective time periods set forth in the respective estimated construction schedules
attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified from time
to time by mutual written agreement of Landlord and Tenant, and subject to any Tenant Delays and Unavoidable Delays (as respectively
defined in the Workletter); provided, however, that Landlord shall not be liable for any damages caused by any delay in
the completion of such work, nor shall any such delay affect the validity of this Lease or the obligations of Tenant hereunder.
Notwithstanding any other provision of this Section 2.3, however, unless Landlord delivers a Structural Completion Certificate
for at least one of the two Phase I Buildings and tenders possession of those completed structural portions of the Building Shell
for such Building that must be completed as a condition of delivery of the Structural Completion Certificate by the date which
is one hundred twenty (120) days after the date specified for structural completion as to such Phase I Building in the applicable
Estimated Construction Schedule attached hereto as Exhibit D, Tenant shall have the right to terminate this
Lease without further liability hereunder by written notice delivered to Landlord at any time prior to Landlord’s delivery
of a Structural Completion Certificate for at least one Phase I Building and tender of possession of the completed structural portions
of the Building Shell for such Phase I Building to Tenant; provided, however, that the applicable date on which Tenant’s
termination right becomes exercisable pursuant to this sentence shall be extended, day for day, for a period equal to the length
of any delays in Landlord’s design and construction of the respective Phase I Building Shells that are caused by any Unavoidable
Delays or Tenant Delays (as respectively defined in the Workletter). If such a termination right arises in favor of Tenant and
is properly exercised by Tenant, then Landlord shall reimburse Tenant for all of Tenant’s out-of-pocket fees and costs incurred
prior to the date of such termination for design, space planning, architectural, engineering and construction management services
in connection with this Lease and the Workletter, which reimbursement shall be paid by Landlord to Tenant within thirty (30) days
after Landlord’s receipt of Tenant’s written request for such reimbursement, accompanied by copies of such invoices
and other supporting documentation as Landlord may reasonably request to evidence the nature and amount of the fees and costs for
which such reimbursement is requested.


 


2.4          Acknowledgment
Of Rent Commencement Dates.   Promptly following the respective Rent Commencement Date for each Building or
portion thereof, Landlord and Tenant


 




    	 	- 6 -	 



     


    

 


shall execute a written acknowledgment
of such Rent Commencement Date, the square footage of the Building or portion thereof (in the case of the Phase II Rent Commencement
Dates) as to which the Rent Commencement Date applies, the Termination Date (if then determined) and related matters, substantially
in the form attached hereto as Exhibit E (with appropriate insertions), which acknowledgment shall be deemed to be
incorporated herein by this reference. Notwithstanding the foregoing requirement, the failure of either party to execute such a
written acknowledgment shall not affect the determination of the applicable Rent Commencement Date, the applicable minimum rental
and Operating Expense obligations, the Termination Date and related matters in accordance with the provisions of this Lease.


 


2.5          Holding
Over.   If Tenant holds possession of the Property or any portion thereof after the term of this Lease with
Landlord’s written consent, then except as otherwise specified in such consent, Tenant shall become a tenant from month to
month at one hundred twenty-five percent (125%) of the rental and otherwise upon the terms herein specified for the period immediately
prior to such holding over and shall continue in such status until the tenancy is terminated by either party upon not less than
thirty (30) days prior written notice. If Tenant holds possession of the Property or any portion thereof after the term of
this Lease without Landlord’s written consent, then Landlord in its sole discretion may elect (by written notice to
Tenant) to have Tenant become a tenant either from month to month or at will, at one hundred fifty percent (150%) of the rental
(prorated on a daily basis for an at-will tenancy, if applicable) and otherwise upon the terms herein specified for the period
immediately prior to such holding over, or may elect to pursue any and all legal remedies available to Landlord under applicable
law with respect to such unconsented holding over by Tenant. Tenant shall indemnify and hold Landlord harmless from any loss, damage,
claim, liability, cost or expense (including reasonable attorneys’ fees) resulting from any delay by Tenant in surrendering
the Property (except with Landlord’s prior written consent), including but not limited to any claims made by a succeeding
tenant by reason of such delay. Acceptance of rent by Landlord following expiration or termination of this Lease shall not constitute
a renewal of this Lease.


 


2.6          Option
To Extend Term.  Tenant shall have the option to extend the term of this Lease with respect to any one or more of
the Buildings, on a Building by Building basis (provided, however, that notwithstanding any other provisions of this Section 2.6,
if the Connector Bridge is constructed as contemplated in Section 1.1(a) of this Lease and if Tenant elects to exercise this
extension option with respect to one but not both of the Phase I Buildings, then Landlord’s election regarding removal of
the Connector Bridge by Landlord at Tenant’s expense, as provided in Section 12.2(c) of this Lease, shall be exercisable
in Landlord’s discretion either at the expiration of this Lease with respect to the Phase I Building for which the extension
option was not exercised or at the expiration of this Lease with respect to the Phase I Building for which the extension option
was exercised), at the Minimum Rental set forth in Section 3.1(b) and (c) (as applicable) and otherwise upon all the
terms and provisions set forth herein with respect to the initial term of this Lease, for up to two (2) additional periods
of five (5) years each, the first commencing upon the expiration of the initial term hereof and the second (applicable only
to the Building or Buildings as to which a first extended term has been duly elected) commencing upon the expiration of such first
extended term, if any. Exercise of such option with respect to the first such extended term shall be by written notice to Landlord
at least nine (9) months and not more than twelve (12) months prior to the expiration of the initial term hereof; exercise
of such option with respect to the second extended term, if the first extension option has been duly exercised, shall be by like
written notice to Landlord at least nine (9) months and not more than twelve (12) months prior to the expiration of the
first extended term hereof. If Tenant is in default hereunder on the date of such notice or on the date any extended term is to
commence, then the exercise of the option shall be of no force or effect, the extended term shall not commence and this Lease shall
expire at the end of the then current term hereof (or at such earlier time as Landlord may elect pursuant to the default provisions
of this Lease). If Tenant properly exercises one or more extension options under this Section, then all references in this Lease
(other than in this Section 2.6) to the “term” of this Lease shall be construed to include the extension term(s)
thus elected by Tenant. Except as expressly set forth in this Section 2.6, Tenant shall have no right to extend the term of
this Lease beyond its prescribed term.


 




    	 	- 7 -	 



     


    

 


3.       RENTAL


 


3.1          Minimum
Rental.


 


(a)          Rental
Amounts.   Tenant shall pay to Landlord as minimum rental for the respective Buildings or applicable portions
thereof, in advance, without deduction, offset (except as specifically authorized under Paragraph 4(c) of the Workletter,
if applicable), notice or demand, on or before the applicable Rent Commencement Date for the respective Building and on or before
the first day of each subsequent calendar month of the initial term of this Lease, the following amounts per month (the “Minimum
Rental”), subject to adjustment in accordance with the terms of this Section 3.1:


 


(i)         For
the Phase IA Building, beginning on the Phase I Rent Commencement Date, an amount equal to the applicable amount per square foot
from the following table multiplied by the square footage of the Phase IA Building as determined pursuant to Section 3.1(d):


 


	Months	 	Monthly Minimum Rental
	001 - 012	 	$4.0500/sq ft
	013 - 024	 	$4.1715/sq ft
	025 - 036	 	$4.2966/sq ft
	037 - 048	 	$4.4255/sq ft
	049 - 060	 	$4.5583/sq ft
	061 - 072	 	$4.6951/sq ft
	073 - 084	 	$4.8359/sq ft
	085 - 096	 	$4.9810/sq ft
	097 - 108	 	$5.1304/sq ft
	109 - 120	 	$5.2843/sq ft
	121 - 132	 	$5.4429/sq ft
	133 - 144	 	$5.6061/sq ft
	145 - 156	 	$5.7743/sq ft
	157 - 168	 	$5.9476/sq ft
	169 - 180	 	$6.1260/sq ft
	181 - 192	 	$6.3098/sq ft
	193 - 204	 	$6.4991/sq ft
	205 - 216 (if applicable)	 	$6.6940/sq ft
	217 and after (if applicable), continued 3.0% annual escalations


 




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(ii)        For
the Phase IB Building, beginning on the Phase I Rent Commencement Date, an amount equal to the applicable amount per square foot
from the following table multiplied by the square footage of the Phase IB Building as determined pursuant to Section 3.1(d):


 


	Months	 	Monthly Minimum Rental
	001 - 012	 	$4.0500/sq ft
	013 - 024	 	$4.1715/sq ft
	025 - 036	 	$4.2966/sq ft
	037 - 048	 	$4.4255/sq ft
	049 - 060	 	$4.5583/sq ft
	061 - 072	 	$4.6951/sq ft
	073 - 084	 	$4.8359/sq ft
	085 - 096	 	$4.9810/sq ft
	097 - 108	 	$5.1304/sq ft
	109 - 120	 	$5.2843/sq ft
	121 - 132	 	$5.4429/sq ft
	133 - 144	 	$5.6061/sq ft
	145 - 156	 	$5.7743/sq ft
	157 - 168	 	$5.9476/sq ft
	169 - 180	 	$6.1260/sq ft
	181 - 192	 	$6.3098/sq ft
	193 - 204	 	$6.4991/sq ft
	205 - 216 (if applicable)	 	$6.6940/sq ft
	217 and after (if applicable), continued 3.0% annual escalations


 


(iii)       For
the Phase II Building, beginning on the Phase IIA Rent Commencement Date (with each successive phase of Tenant’s occupancy
of the Phase II Building being brought under the following table as of the applicable Rent Commencement Date for such phase at
the rental rate determined under the following table by counting from the Phase IIA Rent Commencement Date), an amount equal to
the applicable amount per square foot from the following table multiplied by the aggregate square footage of all then applicable
phases of the Phase II Building as determined pursuant to Section 3.1(d):


 


	Months	 	Monthly Minimum Rental
	001 - 012	 	$4.1715/sq ft
	013 - 024	 	$4.2966/sq ft
	025 - 036	 	$4.4255/sq ft
	037 - 048	 	$4.5583/sq ft
	049 - 060	 	$4.6951/sq ft
	061 - 072	 	$4.8359/sq ft
	073 - 084	 	$4.9810/sq ft
	085 - 096	 	$5.1304/sq ft
	097 - 108	 	$5.2843/sq ft
	109 - 120	 	$5.4429/sq ft
	121 - 132	 	$5.6061/sq ft
	133 - 144	 	$5.7743/sq ft
	145 - 156	 	$5.9476/sq ft
	157 - 168	 	$6.1260/sq ft
	169 - 180	 	$6.3098/sq ft


 


(iv)       If
the obligation to pay Minimum Rental or additional rent hereunder commences on other than the first day of a calendar month or
if the term of this Lease terminates on other than the last day of a calendar month, the Minimum Rental and any additional rent
for such first or last month of the term of this Lease, as the case may be, shall be prorated based on the number of days the term
of this Lease is in effect during such month. If an increase in Minimum Rental or additional rent becomes effective on a day other
than the first day of a calendar month, the Minimum Rental or additional rent, as applicable, for that month shall be the sum of
the two applicable rates, each prorated for the portion of the month during which such rate is in effect.


 




    	 	- 9 -	 



     


    

 


(b)          Rental
Amounts During First Extended Term.  If Tenant properly exercises its right to extend the term of this Lease pursuant
to Section 2.6 hereof, the Minimum Rental for each Building as to which Tenant has elected to extend during the first year
of the first extended term shall be equal to the initial fair market rental (as defined below) for the applicable Building, determined
as of the commencement of such extended term in accordance with this Section 3.1(b), and as of the beginning of each subsequent
year of the first extended term such Minimum Rental shall be increased by an amount equal to the greater of (i) three percent
(3%) of the Minimum Rental in effect during the immediately preceding lease year or (ii) the fair market rental escalation
percentage (as defined below) for the applicable Building, determined as of the commencement of such extended term in accordance
with this Section 3.1(b). Upon Landlord’s receipt of a timely notice of Tenant’s exercise of its option to extend
the term of this Lease, the parties shall have sixty (60) days in which to agree on the initial fair market rental and the
applicable rental escalation percentage for the Buildings as of the commencement of the first extended term for the uses permitted
hereunder. If the parties agree on such initial fair market rental and rental escalation percentage, they shall execute an amendment
to this Lease stating the amount of the Minimum Rental during the first year of the extended term (determined in accordance with
this Section 3.1(b)) and the annually increased Minimum Rental for the balance of the first extended term. If the parties
are unable to agree on such initial fair market rental and/or applicable rental escalation percentage within such sixty (60) day
period, then within fifteen (15) days after the expiration of such period each party, at its cost and by giving notice to
the other party, shall appoint a real estate appraiser who is a member of the American Institute of Real Estate Appraisers, or
any other similar organization, and has at least five (5) years experience appraising similar commercial properties in northeastern
San Mateo County, to determine the initial fair market rental and applicable rental escalation percentage for the Buildings as
of the commencement of the first extended term in accordance with the provisions of this Section 3.1(b). If either party fails
to appoint an appraiser within the allotted time, the single appraiser appointed by the other party shall be the sole appraiser.
If an appraiser is appointed by each party and the two appraisers so appointed are unable to agree upon the initial fair market
rental and/or the applicable rental escalation percentage within thirty (30) days after the appointment of the second, the
two appraisers shall appoint a third similarly qualified appraiser within ten (10) days after expiration of such 30-day period;
if they are unable to agree upon a third appraiser, then either party may, upon not less than five (5) days notice to the
other party, apply to the Presiding Judge of the San Mateo County Superior Court for the appointment of a third similarly qualified
appraiser. Each party shall bear its own legal fees in connection with appointment of the third appraiser and shall bear one-half
of any other costs of appointment of the third appraiser and of such third appraiser’s fee. The third appraiser, however
selected, shall be a person who has not previously acted for either party in any capacity. Within thirty (30) days after the
appointment of the third appraiser, a majority of the three appraisers shall set the initial fair market rental and the applicable
rental escalation percentage for the first extended term and shall so notify the parties. If a majority are unable to agree within
the allotted time, (i) the three appraised initial fair market rentals shall be added together and divided by three and the
resulting quotient shall be the initial fair market rental for the first extended term, and (ii) the three appraised fair
market rental escalation percentages shall be added together and divided by three and the resulting quotient shall be the fair
market rental escalation percentage used in determining the applicable rental escalation percentage for purposes of clause (ii)
of the first sentence of this Section 3.1(b), which determinations shall be binding on the parties and shall be enforceable
in any further proceedings relating to this Lease. For purposes of this Section 3.1(b), the “fair market rental”
and “fair market rental escalation percentage” for the respective Buildings shall be determined as follows:
(x) in the case of a renewal term for any of the Buildings, with reference to the then prevailing market rental rates for
properties in northeastern San Mateo County with shell and standard office, research and development improvements and site (common
area) improvements comparable to those then existing in the applicable Building and on the Property, provided that no equipment
or laboratory improvements shall be taken into account in determining such fair market rental; and (y) in the case of a lease
or renewal term for any other building leased by Tenant under terms based on the terms of this Lease (for example, any building
leased by Tenant pursuant to any of the provisions of Article 6 hereof, except to the extent any different basis of determination
is specified in Landlord’s First Refusal Notice or First Offer Notice, if applicable, under such Article 6), with reference
to the then prevailing market rental rates and then prevailing market rental escalation provisions for leases of comparable length
of properties in the South San Francisco market with shell and office, research and development improvements and site (common area)
improvements comparable to those then existing in the applicable building and on the Property, taking into account for such


 




    	 	- 10 -	 



     


    

 


determination all tenant improvements then
existing in the applicable building (including, but not limited to, equipment and laboratory improvements installed as part of
the initial construction of tenant improvements in such building).


 


(c)          Rental
Amounts During Second Extended Term.   If Tenant properly exercises its right to a second extended term of this
Lease pursuant to Section 2.6 hereof, the Minimum Rental during such second extended term shall be determined in the same
manner provided in the preceding paragraph for the first extended term (initial fair market rental followed by subsequent annual
escalations equal to the greater of 3% or fair market rental escalation percentage during the balance of the term), except that
the determination shall be made as of the commencement of the second extended term.


 


(d)          Determination
of Square Footage for Rent Calculation Purposes.   After completion of the Building Shell of each respective
Building, Landlord shall cause the square footage of the respective Building (including, in the case of the Phase IB Building,
the Connector Bridge if constructed as contemplated in Section 1.1(a) hereof) to be measured by Landlord’s architect,
and at the commencement of each phase of Tenant’s occupancy of the Phase II Building, Landlord shall cause the square footage
of the space actually used or occupied by Tenant in the Phase II Building to be measured by Landlord’s architect, in each
case in accordance with the measurement formula specified in Section 1.1(d) of this Lease, which measurements by Landlord’s
architect shall be subject to approval (not unreasonably withheld or delayed) by Tenant’s architect. Upon mutual approval
of such measurement by Landlord’s and Tenant’s respective architects, the applicable square footages shall be set forth
in the applicable Acknowledgment of Rent Commencement Date under Section 2.4 hereof and shall be used for calculation of Minimum
Rental under Section 3.1(a), additional rent under Section 3.1(e) and Tenant’s Operating Cost Share under Section 9.1
for all applicable periods.


 


(e)          Additional
Rent for Tenant Improvement Costs.   In consideration of Landlord’s willingness to provide the Tenant
Improvement Allowance to Tenant in accordance with the provisions of the Workletter, Tenant agrees to pay to Landlord as additional
rent hereunder, which additional rent shall be due with respect to each Building or phase thereof on the same dates and in the
same manner as Minimum Rental for such Building or phase thereof, beginning on the applicable Rent Commencement Date for the applicable
Building or phase thereof, an amount calculated separately for each such Building or phase thereof as follows: (i) for each
of the Phase I Buildings, for the first one hundred twenty (120) months after the applicable Rent Commencement Date for the
applicable Building, an amount equal to $0.72 per square foot per month multiplied by the applicable square footage for such Building
as determined for purposes of Section 3.1(d) above, (ii) for each of the Phase I Buildings, for months one hundred twenty-one
(121) through one hundred eighty (180) after the applicable Rent Commencement Date for the applicable Building, an amount
equal to $0.33 per square foot per month multiplied by the applicable square footage for such Building as determined for purposes
of Section 3.1(d) above, and (iii) for each phase of the Phase II Building, for the first one hundred eighty (180) months
after the applicable Rent Commencement Date for such phase, an amount equal to $0.13 per square foot per month multiplied by the
applicable square footage for such phase as determined for purposes of Section 3.1(d) above.


 


3.2          Late
Charge.   If Tenant fails to pay when due rental or other amounts due Landlord hereunder, such unpaid amounts
shall bear interest for the benefit of Landlord at a rate equal to the lesser of fifteen percent (15%) per annum or the maximum
rate permitted by law, from the date due to the date of payment. In addition to such interest, Tenant shall pay to Landlord a late
charge in an amount equal to six percent (6%) of any installment of minimum rental and any other amounts due Landlord if not paid
in full on or before the fifth (5th) day after such rental or other amount is due. Tenant acknowledges that late payment by Tenant
to Landlord of rental or other amounts due hereunder will cause Landlord to incur costs not contemplated by this Lease, including,
without limitation, processing and accounting charges and late charges which may be imposed on Landlord by the terms of any loan
relating to the Property. Tenant further acknowledges that it is extremely difficult and impractical to fix the exact amount of
such costs and that the late charge set forth in this Section 3.2 represents a fair and reasonable estimate thereof. Acceptance
of any late charge by Landlord shall not constitute a waiver of Tenant’s default with respect to overdue rental or other
amounts, nor shall such acceptance prevent Landlord from exercising any other rights and remedies available to it. Acceptance of
rent or other payments by Landlord shall not constitute a waiver of late charges or interest accrued with respect to such rent
or other payments or any prior installments thereof, nor


 




    	 	- 11 -	 



     


    

 


of any other defaults by Tenant, whether
monetary or non-monetary in nature, remaining uncured at the time of such acceptance of rent or other payments.


 


4.       [OMITTED]


 


5.       CONSTRUCTION


 


5.1          Construction
of Improvements.


 


(a)          Landlord
shall, at Landlord’s cost and expense (except as otherwise provided herein and in the Workletter), construct Landlord’s
Work as defined in and in accordance with the terms and conditions of the Workletter. Landlord shall use its best efforts to complete
such construction promptly, diligently and within the applicable time periods set forth in the estimated construction schedules
attached hereto as Exhibit D and incorporated herein by this reference, as such schedules may be modified or revised
from time to time in accordance with the Workletter, subject to Tenant Delays and Unavoidable Delays as defined in the Workletter.


 


(b)          Tenant
shall, at Tenant’s cost and expense (except as otherwise provided herein and in the Workletter), construct Tenant’s
Work as defined in and in accordance with the terms and conditions of the Workletter.


 


5.2          Condition
of Property.   Landlord shall deliver the Building Shell for each Building and the other Improvements constructed
by Landlord to Tenant clean and free of debris, promptly upon completion of construction thereof, and Landlord warrants to Tenant
that each Building Shell and the other Improvements constructed by Landlord (i) shall be free from material structural defects
and (ii) shall be constructed in compliance in all material respects with the plans and specifications developed pursuant
to the Workletter and mutually approved (to the extent required thereunder) by Landlord and Tenant, subject to any changes implemented
in such plans and specifications in accordance with the procedures set forth in the Workletter. If it is determined that this warranty
has been violated in any respect, then it shall be the obligation of Landlord, after receipt of written notice from Tenant setting
forth with specificity the nature of the violation, to correct promptly, at Landlord’s sole cost, the condition(s) constituting
such violation. Tenant’s failure to give such written notice to Landlord within ninety (90) days after the Rent Commencement
Date for the applicable Building shall give rise to a conclusive presumption that Landlord has complied with all Landlord’s
obligations under this Section 5.2 with respect to the applicable Building, except with respect to latent defects (as to which
such 90-day limit shall not apply). Without limiting the scope of Landlord’s obligations under the foregoing provisions of
this Section 5.2, Landlord also agrees to either (x) use its best reasonable efforts to enforce when and as necessary,
for the benefit of Tenant and the Improvements, any and all contractor’s and/or manufacturer’s warranties with respect
to any of Landlord’s Work or, at Tenant’s request, (y) assign any or all of such warranties to Tenant for enforcement
purposes (provided, however, that Landlord may reserve joint enforcement rights under such warranties to the extent of Landlord’s
continuing obligations or warranties hereunder), and shall cooperate with Tenant in all reasonable respects in any enforcement
of such assigned warranties. TENANT ACKNOWLEDGES THAT THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, WITH RESPECT TO THE PHYSICAL CONDITION OF THE IMPROVEMENTS TO BE CONSTRUCTED BY LANDLORD AND THAT LANDLORD
MAKES NO OTHER WARRANTIES EXCEPT AS EXPRESSLY SET FORTH IN THIS LEASE.


 


5.3          Compliance
with Law.   Landlord warrants to Tenant that the Building Shells and other Improvements constructed by Landlord
(when constructed), as they exist on the respective applicable Rent Commencement Dates, but without regard to the use for which
Tenant will occupy the Buildings, shall not violate any covenants or restrictions of record or any applicable law, building code,
regulation or ordinance in effect on the applicable Rent Commencement Date. Tenant warrants to Landlord that the Tenant Improvements
and any other improvements constructed by Tenant from time to time shall not violate any applicable law, building code, regulation
or ordinance in effect on the applicable Rent Commencement Date or at the time such improvements are placed in service. If it is
determined that any of these warranties has been violated, then it shall be the obligation of the warranting party, after written
notice from the other


 




    	 	- 12 -	 



     


    

 


party, to correct the condition(s) constituting
such violation promptly, at the warranting party’s sole cost and expense. Tenant acknowledges that neither Landlord nor any
agent of Landlord has made any representation or warranty as to the present or future suitability of the Property for the conduct
of Tenant’s business or proposed business thereon.


 


6.       EXPANSION
RIGHTS


 


6.1          First
Refusal Right to Lease.


 


(a)          The
building commonly known as Building C in the Center, also commonly known as 1140 Veterans Boulevard and designated as “First
Refusal Building” on the Site Plan (the “First Refusal Building”), is presently leased to Raven Biotechnologies, Inc.
pursuant to a Build-to-Suit Lease dated as of May 1, 2001 (the “Existing Raven Lease”). Landlord shall
not lease all or any portion of the First Refusal Building at any time during the term of this Lease (as extended, if applicable),
except in compliance with this Section 6.1; provided, however, that the foregoing restriction shall not apply during
any period in which Tenant is in default under this Lease, beyond any applicable notice and cure periods, and provided further,
however, that Tenant’s rights pursuant to this Section 6.1 are subordinate to the rights of Raven Biotechnologies, Inc.
and its successors in interest (collectively, “Raven”) pursuant to the Existing Raven Lease, as the same may
be amended from time to time.


 


(b)          If,
at any time during the term of this Lease (as extended, if applicable), Landlord receives and wishes to accept a bona fide
written offer from a person or entity (an “Offeror,” provided , however, that the term “Offeror”
shall not include Tenant itself, nor shall it include Raven with respect to any rights or negotiations under the Existing Raven
Lease, as the same may be amended from time to time) to lease all or any portion of the First Refusal Building and if Tenant is
not then in default under this Lease (beyond any applicable notice and cure periods), then Landlord shall give written notice
of such bona fide written offer to Tenant (the “First Refusal Notice”), specifying the material terms
on which the Offeror proposes to lease the First Refusal Building or applicable portion thereof (the “First Refusal Space”),
and shall offer to Tenant the opportunity to lease the First Refusal Space on the terms specified in the First Refusal Notice.
For purposes of this Section 6.1(b), an offer shall be considered bona fide if it is contained in a letter of intent
or other writing signed by the Offeror and specifies the material terms of the proposed lease. Tenant shall have ten (10) business
days after the date of giving of the First Refusal Notice in which to accept such offer by written notice to Landlord. Upon such
acceptance by Tenant, the First Refusal Space shall be leased to Tenant on the terms set forth in the First Refusal Notice and
on the additional terms and provisions set forth in this Lease (except to the extent inconsistent with the terms set forth in
the First Refusal Notice), excluding Article 6 hereof, and the parties shall promptly (and in all events within ten (10) business
days after delivery of Tenant’s acceptance) execute a lease amendment or other written agreement containing the terms of
the First Refusal Notice and all other terms and provisions of this Lease not inconsistent with the terms of said First Refusal
Notice, except Article 6 hereof and except as the parties may otherwise mutually agree. If Tenant does not accept Landlord’s
offer within the allotted time or if the parties fail to enter into such a lease amendment or other written agreement in a timely
manner, Landlord shall thereafter have the right to lease the First Refusal Space to the Offeror, at any time within one hundred
eighty (180) days thereafter, at a minimum rental and on other terms and conditions not more favorable to the Offeror than
the minimum rental and other terms offered to Tenant in the First Refusal Notice. If Landlord does not lease the First Refusal
Space to the Offeror pursuant to the preceding sentence within such one hundred eighty (180) days, or if Landlord desires
to lease the First Refusal Space to another third party within such one hundred eighty (180) days, this First Refusal Right
shall reattach to the First Refusal Space on all of the same terms set forth above.


 


6.2          Right
of First Offer to Lease.


 


(a)          Landlord
has advised Tenant that Buildings F and G in the Center, designated as “First Offer Buildings” on the Site Plan
(collectively, the “First Offer Buildings”), are presently leased to Rigel Pharmaceuticals, Inc. pursuant
to a Build-to-Suit Lease dated as of May 16, 2001 (the “Existing Rigel Lease”). Landlord shall not lease
all or any portion of the First Offer Buildings at any time during the term of this lease (as extended, if applicable), except
in compliance with this Section 6.2; provided, however, that the foregoing restriction shall not apply during any period
in which Tenant is in default under this Lease, beyond any applicable


 




    	 	- 13 -	 



     


    

 


notice and cure periods, and provided
further, however, that Tenant’s rights pursuant to this Section 6.2 are subordinate to the rights of Rigel Pharmaceuticals, Inc.
and its successors in interest (collectively, “Rigel”) pursuant to the Existing Rigel Lease, as the same may
be amended from time to time.


 


(b)          If,
at any time during the term of this Lease (as extended, if applicable), any of the First Offer Buildings or any portion thereof
becomes available for leasing by Landlord and Landlord intends to pursue the leasing of such First Offer Building(s) or portion
thereof (the “First Offer Space,” provided, however, that the provisions of this paragraph shall not
apply to any negotiations or discussions Landlord may have with Tenant itself, nor to any negotiations or discussions Landlord
may have with Rigel, or any exercise of rights by Rigel, under or in connection with the Rigel Lease as the same may be amended
from time to time), and if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods), then
Landlord shall first give written notice of such intention to Tenant (a “First Offer Notice”) identifying the
First Offer Space and the rent, improvement allowance and other material terms upon which Landlord proposes to offer such First
Offer Space to prospective tenants. Tenant and Landlord shall have ten (10) business days after Tenant’s receipt of
such First Offer Notice in which to reach agreement on all terms and achieve execution of a written lease amendment or other written
agreement regarding Tenant’s leasing and occupancy of the First Offer Space. It is generally the intention of the parties
that except with respect to the economic and other terms specified in the First Offer Notice, the form of lease for any such leasing
of First Offer Space would be similar to this Lease, excluding Article 6 hereof and subject to such other modifications as
may be reasonably necessary to reflect differences in the First Offer Space and/or in the economic and other terms applicable to
Tenant’s leasing of such First Offer Space pursuant to the First Offer Notice. If Landlord and Tenant fail to reach agreement
on all terms and achieve execution of a written lease within ten (10) business days after Tenant’s receipt of such First
Offer Notice, then Landlord shall thereafter have the right to lease the First Offer Space, at any time within two hundred seventy
(270) days thereafter, to such persons or entities and on such terms as Landlord in its sole discretion may deem appropriate,
without any further limitation or restriction hereunder. If Landlord does not lease the First Offer Space to any such person or
entity within such two hundred seventy (270) days, this First Offer Right shall reattach to the First Offer Space on all of
the same terms set forth above, except that in connection with any subsequent First Offer Notice delivered by Landlord to Tenant
with respect to any First Offer Space that has previously been the subject of a First Offer Notice which did not result in the
leasing of such First Offer Space by Tenant, Tenant’s time to reach a written agreement with Landlord in response to such
subsequent First Offer Notice shall be reduced from ten (10) business days to five (5) business days.


 


6.3          Expansion
Option.


 


(a)          Landlord
presently owns the property lying easterly of the Property and commonly known as 333 Oyster Point Boulevard, South San Francisco
(the “Expansion Property”). The Expansion Property is presently operated as a commercial warehouse facility,
but it is also Landlord’s present intention to redevelop the Expansion Property as a biotechnology facility during calendar
year 2005, and Landlord agrees to undertake such redevelopment, subject to the conditions set forth in this Section 6.3, in
order to accommodate any proper exercise of Tenant’s rights under this Section 6.3. Tenant shall have a one-time option
(the “Expansion Option”), exercisable only in accordance with this Section 6.3, to lease a minimum amount
of at least 100,000 square feet of redeveloped biotechnology space on the Expansion Property; provided, however, that the
Expansion Option shall not apply if Tenant is in default under this Lease (beyond any applicable notice and cure periods) on the
date the Expansion Option is exercisable. The exact size and location of the space subject to the Expansion Option within the Expansion
Property (the “Expansion Space”) shall be mutually agreed upon in writing by Landlord and Tenant, subject to
the minimum size of 100,000 square feet as specified above, after Landlord has approved a final design and site plan for the redevelopment
of the Expansion Property. If Tenant notifies Landlord in writing, at least seventy-five (75) days prior to the date the Expansion
Option must be exercised, that Tenant is considering exercise of the Expansion Option (which notice may be given by Tenant in its
sole and absolute discretion), then (i) Landlord agrees to adopt and approve a final design and site plan for the redevelopment
of the Expansion Property at least forty-five (45) days prior to the date the Expansion Option must be exercised, in order
to allow a reasonable time for the parties to reach mutual agreement regarding the size and location of the Expansion Space in
a timely manner and (ii) Landlord and Tenant agree to negotiate diligently, reasonably and in good faith


 




    	 	- 14 -	 



     


    

 


to reach such an agreement regarding the
size and location of the Expansion Space at least fifteen (15) days prior to the date the Expansion Option must be exercised.


 


(b)          The
Expansion Option shall be exercisable only by written notice from Tenant to Landlord no later than March 1, 2005, and only
if Tenant is not then in default under this Lease (beyond any applicable notice and cure periods). Such written notice (the “Exercise
Notice”) shall state that Tenant is exercising the Expansion Option hereunder and shall state specifically the phasing
(if any) pursuant to which Tenant proposes to occupy the Expansion Space, subject to the limitations hereinafter set forth. Upon
timely giving of a timely Exercise Notice by Tenant, (i) Landlord shall proceed with reasonable diligence and with commercially
reasonable efforts to obtain all governmental approvals required for the construction of the Expansion Space, including, but not
limited to, any governmental approvals required for the redevelopment of the Expansion Property to accommodate the construction
of the Expansion Space (provided that if Landlord is unable, despite the exercise of reasonable diligence and commercially
reasonable efforts, to obtain all such required governmental approvals within six (6) months after delivery of Tenant’s
Exercise Notice, then upon written notice thereof by either party to the other, Tenant’s Exercise Notice shall be deemed
to be rescinded and the Expansion Option shall be of no further force or effect) and (ii) subject to the receipt of such required
governmental approvals, the Expansion Space shall be leased to Tenant on the following terms (and on the additional terms and provisions
set forth in this Lease, except for Article 6 hereof and except to the extent inconsistent with the terms specified in this
Section 6.3): The Expansion Space shall, at Tenant’s election as set forth in the Exercise Notice, be leased and occupied
either all at once, with a single Rent Commencement Date, or in two separate phases, with the first phase having a minimum size
of at least fifty percent (50%) of the total Expansion Space and the second phase constituting the balance of the Expansion Space.
The Rent Commencement Date for the Expansion Space (or for the first phase thereof, if applicable) shall be determined in the same
manner as provided in Section 2.1 hereof (180 days after Landlord’s delivery of a Structural Completion Certificate,
subject to any adjustments applicable under the Workletter, or on the date Tenant takes occupancy of and commences operation of
its business in the applicable space, whichever occurs first), provided that such Rent Commencement Date shall not occur prior
to December 1, 2006 unless triggered at an earlier date by Tenant’s occupancy of and commencement of operation of its
business in the applicable space or unless an earlier date is mutually agreed upon by Landlord and Tenant. If Tenant elects to
take down the Expansion Space in two phases as provided above, then the Rent Commencement Date for the second phase of the Expansion
Space shall occur on the earlier of December 1, 2007 or the date Tenant actually occupies and commences operation of its business
in the second phase of the Expansion Space, unless an earlier date is mutually agreed upon by Landlord and Tenant. Landlord shall
perform the equivalent of Landlord’s Work (as defined in the Workletter) at its sole cost and expense, for the Expansion
Space, subject to such modifications of the scope and definition of Landlord’s Work as are consistent with Landlord’s
design, plans and specifications for the other buildings and facilities to be constructed on the Expansion Property, and Tenant
shall be entitled to a Tenant Improvement Allowance of One Hundred Thirty-Five and No/100 Dollars ($135.00) per square foot for
the Expansion Space. The minimum monthly rental commencing as of the Rent Commencement Date for the Expansion Space (or for the
first phase thereof, if applicable) shall be $4.43 per square foot per month, with annual escalations thereafter on each anniversary
of such Rent Commencement Date in an amount equal to three percent (3.0%) of the rental rate in effect immediately prior to the
applicable escalation date. If Tenant elects to take down the Expansion Space in two phases as provided above, then the minimum
monthly rental applicable to the second phase as of the Rent Commencement Date for such second phase shall be equal to the minimum
monthly rental rate then in effect for the first phase, and the minimum monthly rental rate for the second phase shall thereafter
at all times be equal to the minimum monthly rental rate in effect for the first phase from time to time, as escalated in accordance
with the foregoing provisions. Tenant’s Operating Expense obligations with respect to the Expansion Space shall be determined
in a manner both similar to and proportional to the Operating Expense obligations of other tenants of the Expansion Property, depending
on whether, in Landlord’s discretion, the Expansion Property is combined with the Center for Operating Expense purposes or
is operated on a stand-alone basis for such purposes, and if operated on a stand-alone basis, whether the Expansion Property is
operated on a project-wide basis for Operating Expense purposes or the respective buildings within the Expansion Property are operated
in whole or in part on a stand-alone basis for such purposes. Following a timely exercise of the Expansion Option by Tenant, the
parties shall promptly (and in all events within ten (10) business days after delivery of Tenant’s Exercise Notice)
execute a lease amendment or other written agreement


 




    	 	- 15 -	 



     


    

 


reflecting the terms applicable to the
Expansion Space as set forth above and reflecting all other terms and provisions of this Lease not inconsistent with the terms
set forth above, except for Article 6 hereof and except as the parties may otherwise mutually agree. If Tenant does not validly
and timely exercise the Expansion Option in accordance with this Section 6.3 or if the parties do not timely enter into such
a lease amendment or other written agreement with respect to the Expansion Space, then the Expansion Option shall be of no further
force or effect and Landlord shall thereafter have the right to lease the Expansion Space and the Expansion Property at any time
and from time to time to such persons or entities and on such terms as Landlord in its sole discretion may deem appropriate, without
any further limitation or restriction hereunder.


 


7.       [OMITTED]


 


8.       TAXES


 


8.1          Personal
Property.   Tenant shall be responsible for and shall pay prior to delinquency all taxes and assessments levied
against or by reason of (a) any and all alterations, additions and items installed or placed on, in or about any of the Buildings
by Tenant or for Tenant’s use and taxed as personal property rather than as real property, and/or (b) all personal property,
trade fixtures and other property placed by Tenant on or about the Property. Upon request by Landlord, Tenant shall furnish Landlord
with satisfactory evidence of Tenant’s payment thereof. If at any time during the term of this Lease any of said alterations,
additions or personal property, whether or not belonging to Tenant, shall be taxed or assessed as part of the Property, then such
tax or assessment shall be paid by Tenant to Landlord immediately upon presentation by Landlord of copies of the tax bills in which
such taxes and assessments are included and shall, for the purposes of this Lease, be deemed to be personal property taxes or assessments
under this Section 8.1.


 


8.2          Real
Property.   To the extent any real property taxes and assessments on any of the Buildings (including, but not
limited to, the Improvements) are assessed directly to Tenant, Tenant shall be responsible for and shall pay prior to delinquency
all such taxes and assessments levied against the Buildings. Upon request by Landlord, Tenant shall furnish Landlord with satisfactory
evidence of Tenant’s payment thereof. To the extent the Buildings, the Property and/or the Improvements are taxed or assessed
to Landlord following the applicable Rent Commencement Dates, such real property taxes and assessments shall constitute Operating
Expenses (as that term is defined in Section 9.2 of this Lease) and shall be paid in accordance with the provisions of Article 9
of this Lease.


 


9.       OPERATING
EXPENSES


 


9.1          Liability
For Operating Expenses.


 


(a)          Tenant
shall pay to Landlord, at the time and in the manner hereinafter set forth, as additional rental, Tenant’s Operating Cost
Share (as hereinafter defined) of the Operating Expenses defined in Section 9.2, subject to adjustment pursuant to Sections
9.1(b) and (c) when applicable. The parties presently anticipate that the percentage amount constituting Tenant’s applicable
share of Operating Expenses (“Tenant’s Operating Cost Share”), except as otherwise provided herein, will
be thirty-eight and eighty hundredths percent (38.80%) as of the Phase I Rent Commencement Date, forty-one and twenty-one hundredths
percent (41.21%) as of the Phase IIA Rent Commencement Date, forty-three and seventy-eight hundredths percent (43.78%) as of the
Phase IIB Rent Commencement Date, forty-six and thirteen hundredths percent (46.13%) as of the Phase IIC Rent Commencement Date
and forty-eight and twenty-nine hundredths percent (48.29%) as of the Phase IID Rent Commencement Date. Notwithstanding the foregoing
and the provisions of Section 9.1(c), with respect to liability insurance premiums (except to the extent separately and specifically
allocable to a Building, in which event Tenant’s Operating Cost Share with respect thereto shall be 100% for the Phase IA
Building and the


 




    	 	- 16 -	 



     


    

 


Phase IB Building and 94.91% for the Phase
II Building), the land component of real property taxes and assessments, common area lighting and maintenance expenses, and other
similar expenses that are incurred or measured on a Center-wide basis (rather than being clearly and reasonably allocable or attributable
to a specific Building alone, in which event Tenant’s Operating Cost Share with respect thereto shall be 100% for the Phase
IA Building and the Phase IB Building and 94.91% for the Phase II Building) or that are incurred with respect to common area facilities,
notwithstanding any other provisions of this Article 9, Tenant’s Operating Cost Share with respect to such Center-wide
and/or common area expenses from and after each respective Rent Commencement Date, regardless of the status of construction and
occupancy of the other contemplated buildings in the Center, shall be equal to the percentage amount which is equivalent to a
fraction, the numerator of which is the actual square footage of the Building(s) as to which a Rent Commencement Date has then
occurred, as determined on the basis of measurement set forth in Section 1.1(c) hereof, and the denominator of which is the
sum of the actual square footage of all then completed buildings in the Center plus the proposed square footage (as reflected
in Landlord’s entitlements for the Property) of all not yet completed buildings that Landlord proposes to construct in the
Center (excluding the proposed child care facility and proposed stand-alone restaurant as hereinafter set forth), in each case
as determined on the basis of measurement set forth in Section 1.1(c) hereof, consistently applied; provided, however,
that the adjusted Tenant’s Operating Cost Share determined pursuant to this sentence shall be further adjusted from time
to time to reflect (x) any difference between the actual square footage of any additional buildings completed in the Center
from time to time and the proposed square footage at which such additional buildings were previously included in the application
of the foregoing formula, and (y) any increase or decrease in the aggregate square footage of the buildings that Landlord
proposes to construct in the Center as part of the initial phased development of the Center (such as, but not limited to, any
decision by Landlord to defer indefinitely, beyond the normal and reasonable phasing of the Center, the construction of any of
the planned buildings in the Center and/or any action by governmental authorities to reduce the aggregate square footage of the
buildings that Landlord is entitled to construct in the Center pursuant to Landlord’s entitlements as amended from time
to time), provided that in no event shall Tenant’s Operating Share be calculated with a denominator of less than
550,000 square feet (except that such minimum denominator shall be reduced to the extent any square footage of existing or proposed
buildings in the Center from time to time is removed from commercial use entirely, other than on a temporary or interim basis,
as a result of casualty or condemnation, or to the extent any buildings in the Center from time to time cease to be operated and
accounted for on an integrated basis with the rest of the Center for Operating Expense purposes as a result of the sale of a portion
of the Property or otherwise).


 


(b)          Tenant’s
Operating Cost Share as specified in Section 9.1(a) as of the Phase I Rent Commencement Date is based upon an estimated area
of 103,000 square feet for the Phase IA Building, an estimated area of 87,000 square feet for the Phase IB Building (not including
the Connector Bridge contemplated in Section 1.1(a), but if such Connector Bridge is in fact constructed, the square footage
thereof shall be included in the square footage of the Phase IB Building for purposes of all calculations of Tenant’s Operating
Cost Share under this Article 9) and an aggregate estimated area of 482,000 square feet for all of the buildings that Landlord
presently expects to have in fully constructed and occupied condition on the Property at the Phase I Rent Commencement Date; Tenant’s
Operating Cost Share as specified in Section 9.1(a) as of the Phase IIA Rent Commencement Date is based upon an estimated
area of 23,300 square feet for Phase IIA and upon an aggregate estimated area of 510,200 square feet for all of the buildings that
Landlord presently expects to have in fully constructed and occupied condition on the Property at the Phase IIA Rent Commencement
Date; Tenant’s Operating Cost Share as specified in Section 9.1(a) as of the Phase IIB Rent Commencement Date is based
upon an estimated area of 23,300 square feet for Phase IIB and upon an aggregate estimated area of 533,600 square feet for all
of the buildings that Landlord presently expects to have in fully constructed and occupied condition on the Property at the Phase
IIB Rent Commencement Date; Tenant’s Operating Cost Share as specified in Section 9.1(a) as of the Phase IIC Rent Commencement
Date is based upon an estimated area of 23,300 square feet for Phase IIC and upon an aggregate estimated area of 556,900 square
feet for all of the buildings that Landlord presently expects to have in fully constructed and occupied condition on the Property
at the Phase IIC Rent Commencement Date; and Tenant’s Operating Cost Share as specified in Section 9.1(a) as of the
Phase IID Rent Commencement Date is based upon an estimated area of 23,300 square feet for Phase IID and upon an aggregate estimated
area of 580,200 square feet for all of the buildings that Landlord presently expects to have in fully constructed and occupied
condition on the Property at the Phase IID Rent Commencement Date. If the actual area of the respective Buildings (when completed)
or phases thereof (in the case of the Phase II Building) or of the other buildings existing from time to time in the Center, as
determined on the basis of measurement set forth in Section 1.1(c) hereof (which basis of measurement shall be applied consistently
for all buildings in the Center), differs from the assumed numbers set forth above


 




    	 	- 17 -	 



     


    

 


(including, but not limited to, any such
difference arising from the completion and occupancy of buildings in the Center before or after the respective Rent Commencement
Dates hereunder, as contemplated in Section 9.1(c) below, and/or from the construction of the Connector Bridge contemplated
in Section 1.1(a), if applicable), then Tenant’s Operating Cost Share shall be adjusted to reflect the actual areas
so determined as they exist from time to time. In no event, however, shall the square footage of any child care facility or stand-alone
restaurant on the Property be included as part of the square footage of buildings on the Property in calculating Tenant’s
Operating Cost Share, nor shall any costs or expenses relating to the proposed child care facility and proposed stand-alone restaurant
on the Property be included in Operating Expenses as hereinafter defined. In the case of expenses that are incurred or measured
on a Center-wide basis or that are incurred with respect to Common Area facilities, Landlord shall allocate a reasonable share
of such expenses to the proposed child care facility and proposed stand-alone restaurant on the Property and shall exclude such
share from Operating Expenses pursuant to the preceding sentence.


 


(c)          As
Landlord constructs additional buildings in the Center (other than those described in the first sentence of Section 9.1(b)
as already being taken into account in the estimated figures set forth above), Tenant’s Operating Cost Share shall be adjusted
from time to time to be equal to the percentage determined by dividing the gross square footage of the Building(s) as to which
a Rent Commencement Date has occurred hereunder, as they then exist, by the gross square footage of all buildings located in the
Center (subject to the exclusion set forth in Section 9.1(b) with respect to the proposed child care facility and proposed
restaurant). In determining such percentage, a building shall be taken into account from and after the date on which a tenant first
enters into possession of the building or a portion thereof; the determination of the gross square footage of any such building
by Landlord’s architect in a manner consistent with the manner in which other buildings in the Center are measured shall
be final and binding upon the parties; and costs and expenses relating to a new building shall be taken into account as Operating
Expenses under this Article 9 only from and after the date on which the square footage of the building is taken into account
in determining Tenant’s Operating Cost Share under the criteria set forth in this paragraph.


 


9.2         Definition
Of Operating Expenses.


 


(a)          Subject
to the exclusions and provisions set forth in this Article 9, the term “Operating Expenses” shall mean the total
costs and expenses incurred by or allocable to Landlord for management, operation and maintenance of the Improvements, the Property
and the Center, including, without limitation, costs and expenses of (i) insurance (including, but not limited to, earthquake
insurance and environmental insurance), property management (provided that Tenant’s allocable share of property management
fees for any applicable period during the term of this Lease shall not exceed a maximum amount equal to one and one half percent
(1.5%) of the Minimum Rental payable hereunder with respect to such period), landscaping, and the operation, repair and maintenance
of buildings and Common Areas; (ii) all utilities and services; (iii) real and personal property taxes and assessments
or substitutes therefor levied or assessed against the Center or any part thereof, including (but not limited to) any possessory
interest, use, business, license or other taxes or fees, any taxes imposed directly on rents or services, any assessments or charges
for police or fire protection, housing, transit, open space, street or sidewalk construction or maintenance or other similar services
from time to time by any governmental or quasi-governmental entity, and any other new taxes on landlords in addition to taxes now
in effect; (iv) supplies, equipment, utilities and tools used in management, operation and maintenance of the Center; (v) capital
improvements to the Property, the Improvements or the Center, amortized over their useful lives as determined by Landlord’s
accountants consistent with generally accepted accounting principles and/or tax accounting principles, (aa) which reduce or will
cause future reduction of other items of Operating Expenses for which Tenant is otherwise required to contribute or (bb) which
are required by law, ordinance, regulation or order of any governmental authority; and (vi) any other costs (including, but
not limited to, any parking or utilities fees or surcharges not otherwise specifically addressed elsewhere in this Lease) allocable
to or paid by Landlord, as owner of the Center or Improvements, pursuant to any applicable laws, ordinances, regulations or orders
of any governmental or quasi-governmental authority or pursuant to the terms of any declarations of covenants, conditions and restrictions
now or hereafter affecting the Center or any other property over which Tenant has non-exclusive usage rights as contemplated in
Section 1.1(b) hereof. Operating Expenses shall not include any costs attributable to the work for which Landlord is required
to pay under Article 5 or the Workletter, nor any costs attributable to the initial construction of buildings or


 




    	 	- 18 -	 



     


    

 


Common Area improvements in the Center,
nor any costs attributable to buildings the square footage of which is not taken into account in determining Tenant’s Operating
Cost Share under Section 9.1 for the applicable period. The distinction between items of ordinary operating maintenance and
repair and items of a capital nature shall be made in accordance with generally accepted accounting principles applied on a consistent
basis or in accordance with tax accounting principles, as determined in good faith by Landlord’s accountants.


 


(b)          Notwithstanding
any other provisions of this Section 9.2, the following shall not be included within Operating Expenses: (i) rent paid
to any ground lessor; (ii) the cost of constructing tenant improvements for any other tenant of a Building or the Center;
(iii) the costs of special services, goods or materials provided to any other tenant of a Building or the Center and not
offered or made available to Tenant; (iv) repairs covered by proceeds of insurance or from funds provided by Tenant or any
other tenant of the Center, or as to which any other tenant of the Center is obligated to make such repairs or to pay the cost
thereof; (v) legal fees, advertising costs, commissions or other related expenses incurred by Landlord in connection with
the leasing of space to individual tenants of the Center; (vi) repairs, alterations, additions, improvements or replacements
needed to rectify or correct any defects in the original design, materials or workmanship of a Building, the Center or the Common
Areas; (vii) damage and repairs necessitated by the negligence or willful misconduct of Landlord or of Landlord’s employees,
contractors or agents; (viii) Landlord’s general overhead expenses not related to the Buildings or the Center; (ix) legal
fees, accountants’ fees and other expenses incurred in connection with disputes with tenants or other occupants of the Center,
or in connection with the enforcement of the terms of any leases with tenants or the defense of Landlord’s title to or interest
in the Center or any part thereof; (x) costs incurred due to a violation by Landlord or any other tenant of the Center of
the terms and conditions of any lease; (xi) costs of any service provided to Tenant or to other occupants of a Building or
the Center for which Landlord is reimbursed other than through recovery of Operating Expenses; (xii) personal property taxes
due and payable by any other tenant of the Center; (xiii) costs incurred by Landlord pursuant to Article 17 of this
Lease in connection with an event of casualty or condemnation; (xiv) depreciation on buildings; (xv) interest; (xvi) capital
items (other than as expressly provided above); (xvii) payments on debt (principal or interest); (xviii) legal fees;
(xix) amounts paid to any affiliates of Landlord ( i.e., persons or companies controlling, controlled by or under
common control with Landlord) for provision of services, except to the extent that the costs of such services do not exceed a
reasonable and competitive rate for such services in the market for provision of comparable commercial services in the San Francisco
Bay Area; (xx) any bad debt losses, rent losses or reserves for bad debt; (xxi) any costs relating to the creation,
maintenance and operation of and the internal accounting for the legal entity which constitutes the landlord hereunder; and (xxii) any
late fees or penalties or similar fees resulting from delinquent payment by Landlord of any taxes, fees or contract amounts. Moreover,
Operating Expenses shall not include any expenses of operation and maintenance of the parking structure and parking areas on the
Property or of measures undertaken by Landlord pursuant to the TDMP (as defined in Section 21.20(a)), except to the extent
such expenses in the aggregate exceed, for the applicable period, aggregate parking revenues received by Landlord with respect
to that period from tenants under provisions comparable to Section 21.20(b) hereof and from any other users paying hourly,
daily, monthly or other fees for the use of such parking structure and/or parking areas from time to time. Landlord presently
estimates that parking-related revenues will generally exceed expenses of operation and maintenance of the parking structure and
parking areas on the Property, leaving a portion of such revenues available to support TDMP measures undertaken by Landlord as
contemplated in the preceding sentence.


 


9.3          Determination
and Payment of Operating Expenses.   On or before the Phase I Rent Commencement Date and during the last month
of each calendar year of the term of this Lease ( “Lease Year”), or as soon thereafter as practical, Landlord
shall provide Tenant notice of Landlord’s estimate of the Operating Expenses for the ensuing Lease Year or applicable portion
thereof. On or before the first day of each month during the ensuing Lease Year or applicable portion thereof, beginning on the
Phase I Rent Commencement Date, Tenant shall pay to Landlord Tenant’s Operating Cost Share of the portion of such estimated
Operating Expenses allocable (on a prorata basis) to such month; provided, however, that if such notice is not given in
the last month of a Lease Year, Tenant shall continue to pay on the basis of the prior year’s estimate, if any, until the
month after such notice is given. If at any time or times it appears to Landlord that the actual Operating Expenses will vary
from Landlord’s estimate by more than five percent (5%), Landlord may, by notice to Tenant, revise its estimate for such
year and


 




    	 	- 19 -	 



     


    

 


subsequent payments by Tenant for such
year shall be based upon such revised estimate. In the event of any subsequent rebate, refund, adjustment or surcharge with respect
to any item of Operating Expenses allocable to any portion of the term of this Lease, the amount of such rebate, refund, adjustment
or surcharge shall be for Tenant’s benefit or account.


 


9.4          Final
Accounting For Lease Year.


 


(a)          Within
ninety (90) days after the close of each Lease Year, or as soon after such 90-day period as practicable, Landlord shall deliver
to Tenant a statement of Tenant’s Operating Cost Share of the Operating Expenses for such Lease Year prepared by Landlord
from Landlord’s books and records, which statement shall be final and binding on Landlord and Tenant (except as provided
in Section 9.4(b)). If on the basis of such statement Tenant owes an amount that is more or less than the estimated payments
for such Lease Year previously made by Tenant, Tenant or Landlord, as the case may be, shall pay the deficiency to the other party
within thirty (30) days after delivery of the statement. Failure or inability of Landlord to deliver the annual statement
within such ninety (90) day period shall not impair or constitute a waiver of Tenant’s obligation to pay Operating Expenses,
or cause Landlord to incur any liability for damages.


 


(b)          At
any time within four (4) months after receipt of Landlord’s annual statement of Operating Expenses as contemplated in
Section 9.4(a), Tenant shall be entitled, upon reasonable written notice to Landlord and during normal business hours at Landlord’s
office or such other places as Landlord shall designate, to inspect and examine those books and records of Landlord relating to
the determination and payment of Operating Expenses relating to the immediately preceding Lease Year covered by such annual statement
or, if Tenant so elects by written notice to Landlord, to request an independent audit of such books and records. The independent
audit of the books and records shall be conducted by a certified public accountant reasonably acceptable to both Landlord and Tenant
or, if the parties are unable to agree, by a certified public accountant appointed by the Presiding Judge of the San Mateo County
Superior Court upon the application of either Landlord or Tenant (with notice to the other party). In either event, such certified
public accountant shall be one who is not then employed in any capacity by Landlord or Tenant or by any of their respective affiliates.
The audit shall be limited to the determination of the amount of Operating Expenses for the subject Lease Year, and shall be based
on generally accepted accounting principles and tax accounting principles, consistently applied. If it is determined, by mutual
agreement of Landlord and Tenant or by independent audit, that the amount of Operating Expenses billed to or paid by Tenant for
the applicable Lease Year was incorrect, then the appropriate party shall pay to the other party the deficiency or overpayment,
as applicable, within thirty (30) days after the final determination of such deficiency or overpayment. All costs and expenses
of the audit shall be paid by Tenant unless the audit shows that Landlord overstated Operating Expenses for the subject Lease Year
by more than five percent (5%), in which case Landlord shall pay all costs and expenses of the audit. Each party agrees to maintain
the confidentiality of the findings of any audit in accordance with the provisions of this Section 9.4.


 


9.5          Proration.   If
a Rent Commencement Date falls on a day other than the first day of a Lease Year or if this Lease terminates on a day other than
the last day of a Lease Year, then the amount of Operating Expenses payable by Tenant with respect to such first or last partial
Lease Year shall be prorated on the basis which the number of days during such Lease Year in which this Lease is in effect bears
to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Section 9.4 to be
performed after such termination.


 


10.       UTILITIES


 


10.1        Payment.   Commencing
with the applicable Rent Commencement Date for each Building and thereafter throughout the term of this Lease, Tenant shall pay,
before delinquency, all charges for water, gas, heat, light, electricity, power, sewer, telephone, alarm system, janitorial and
other services or utilities supplied to or consumed in or with respect to such Building (other than any separately metered costs
for water, electricity or other services or utilities furnished with respect to the Common Areas, which costs shall be paid by
Landlord and shall constitute Operating Expenses under Section 9.2 hereof), including any taxes on such services and utilities.
It is the intention of the parties that all such services and utilities shall be separately metered to each Building and, in the
case of the Phase II Building, to Tenant’s


 




    	 	- 20 -	 



     


    

 


premises in such Building. In the event
that any of such services or utilities supplied to any Building are not separately metered (or, in the case of the Phase II Building,
are not separately metered to Tenant’s premises in that Building), then the amount thereof shall be an item of Operating
Expenses allocable to the specific Building and shall be allocated to and paid by the tenants of that specific Building as provided
in Article 9.


 


10.2        Interruption.   There
shall be no abatement of rent or other charges required to be paid hereunder and Landlord shall not be liable in damages or otherwise
for interruption or failure of any service or utility furnished to or used with respect to any Building or the Property because
of accident, making of repairs, alterations or improvements, severe weather, difficulty or inability in obtaining services or supplies,
labor difficulties or any other cause unless the interruption or failure of a service or utility is caused by the negligence or
willful misconduct of Landlord, its agents, employees or contractors, in which case all rent hereunder shall be abated for each
Building for each day that such service or utility is not available at such Building as a result of such negligence or willful
misconduct, beginning on the first business day following the day on which the unavailability of such service or utility at the
applicable Building commences, and Landlord shall be liable for Tenant’s actual damages (but not lost profits or other consequential
damages) as a result of the unavailability of such service or utility caused by such negligence or willful misconduct. Notwithstanding
the foregoing, Landlord agrees that except in case of emergency, it will not voluntarily interrupt, shut down, or otherwise interfere
with utilities or services to any Building between the hours of 8:00 a.m. and 5:00 p.m. (excluding weekends and holidays)
for any reason, including without limitation, development of other buildings and improvements on the Property (but excluding any
necessary interruption or shutdown of utilities or services in connection with the construction of any of the Buildings themselves).
In the event Landlord violates the foregoing prohibition, all rent hereunder for each Building shall be abated for each day any
service or utility is not available at such Building as a result of Landlord’s voluntary interruption, shutdown or interference
therewith and Tenant shall have the right to exercise all rights and remedies available at law or in equity for such violation,
including the right to enjoin Landlord’s actions which are the cause of such interruption, shut down or interference. In
the event of any interruption or shutdown of utilities or services by Landlord under emergency circumstances, Landlord shall use
reasonable efforts to provide Tenant with oral notice of such interruption or shutdown as promptly as the circumstances reasonably
permit.


 


11.       ALTERATIONS;
SIGNS


 


11.1        Right
To Make Alterations.   Tenant shall make no alterations, additions or improvements to the Property without the
prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, except that Tenant shall not be
required to obtain such consent for interior non-structural alterations costing less than Fifty Thousand Dollars ($50,000.00) for
any single project ( i.e., any single item of alterations or set of related alterations in a Building) and less than One Hundred
Thousand Dollars ($100,000.00) in the aggregate with respect to the applicable Building, on a Building by Building basis, during
any twelve (12) month period. All such alterations, additions and improvements shall be completed with due diligence in a
first-class workmanlike manner, in compliance with plans and specifications approved in writing by Landlord and in compliance with
all applicable laws, ordinances, rules and regulations, and to the extent Landlord’s consent is not otherwise required hereunder
for such alterations, additions or improvements, Tenant shall give prompt written notice thereof to Landlord. Tenant shall cause
any contractors engaged by Tenant for work on the Property to maintain public liability and property damage insurance, and other
customary insurance, with such terms and in such amounts as Landlord may reasonably require, naming as additional insureds Landlord
and any of its members, partners, shareholders, property managers, lenders, agents and employees designated by Landlord for this
purpose, and shall furnish Landlord with certificates of insurance or other evidence that such coverage is in effect. Notwithstanding
any other provisions of this Section 11.1, under no circumstances shall Tenant make any structural alterations or improvements,
or any substantial changes to the roof or substantial equipment installations on the roof, or any substantial changes or alterations
to building systems, without Landlord’s prior written consent.


 


11.2        Title
To Alterations.  All alterations, additions and improvements installed in, on or about the Buildings or the Property
shall become part of the Improvements and the property of Landlord, unless Landlord elects to require Tenant to remove the same
upon the termination of


 




    	 	- 21 -	 



     


    

 


this Lease; provided, however, that
the foregoing shall not apply to (i) any Tenant Improvements, (ii) any other alterations, additions or improvements or
(iii) Tenant’s movable furniture, equipment and trade fixtures, to the extent Tenant can demonstrate that any such items
described in the preceding clauses (i) through (iii) were acquired and installed by Tenant at Tenant’s sole expense,
without any use of funds from the Tenant Improvement Allowance under the Workletter, and are not an integral part of the applicable
Building’s structure, interior architectural improvements, HVAC, plumbing or electrical systems or other standard operating
systems. All of such items described in clauses (i) through (iii) of the preceding sentence and meeting the requirements
set forth following clause (iii) in the preceding sentence (in all events including, but not limited to, lab benches, fume
hoods and portable cold rooms, to the extent they meet the requirements set forth following clause (iii) in the preceding
sentence) may (and, if duly elected by Landlord hereunder, shall) be removed by Tenant upon termination of this Lease. Tenant shall
promptly repair any damage caused by its removal of any such improvements from time to time. Notwithstanding any other provisions
of this Article 11, however, under no circumstances shall Tenant have any right to remove from the Buildings or the Property,
at the expiration or termination of this Lease, any lab benches, fume hoods, cold rooms or other similar improvements and equipment
installed in the Buildings with use of funds from the Tenant Improvement Allowance. Tenant shall also be responsible, to the extent
provided in Section 12.2(c) hereof, for the cost of removal of the Connector Bridge at the expiration or termination of this
Lease if such Connector Bridge is constructed as contemplated in Section 1.1(a) hereof. Notwithstanding any other provisions
of this Article 11, (x) it is the intention of the parties that Landlord shall be entitled to claim all tax attributes
associated with alterations, additions, improvements and equipment constructed or installed by Tenant or Landlord with funds provided
by Landlord pursuant to the Tenant Improvement Allowance; and (y) it is the intention of the parties that Tenant shall be
entitled to claim, during the term of this Lease, all tax attributes associated with alterations, additions, improvements and equipment
constructed or installed by Tenant with Tenant’s own funds (and without any payment or reimbursement by Landlord pursuant
to the Tenant Improvement Allowance), despite the fact that many items described in this clause (y) may be characterized in
this Section 11.2 as becoming Landlord’s property upon installation, in recognition of the fact that Tenant will have
installed and paid for such items, will have the right of possession and use of such items during the term of this Lease and will
have the obligation to pay (directly or indirectly) property taxes on such items, carry insurance on such items and bear the risk
of loss with respect to such items under Article 17 hereof. If and to the extent it becomes necessary, in implementation of
the foregoing intentions, to identify (either specifically or on a percentage basis, as may be required under applicable tax laws)
which alterations, additions, improvements and equipment constructed as part of Tenant’s Work under the Workletter have been
funded through the Tenant Improvement Allowance and which have been constructed or installed with Tenant’s own funds, Landlord
and Tenant agree to cooperate reasonably and in good faith to make such an identification by mutual agreement.


 


11.3        Tenant
Trade Fixtures.   Notwithstanding the provisions of Sections 11.1 and 11.2, but subject to the third sentence
of Section 11.2 and to Section 11.5 (which shall be controlling in the case of signs, logos and insignia), Tenant may
install, remove and reinstall trade fixtures without Landlord’s prior written consent, except that installation and removal
of any trade fixtures which are affixed to the Buildings or the Property or which affect the exterior or structural portions of
the Buildings or the building systems shall require Landlord’s written approval. Tenant shall immediately repair any damage
caused by installation and removal of trade fixtures under this Section 11.3.


 


11.4        No
Liens.   Tenant shall at all times keep the Buildings and the Property free from all liens and claims of any
contractors, subcontractors, materialmen, suppliers or any other parties employed either directly or indirectly by Tenant in construction
work on the Buildings or the Property. Tenant may contest any claim of lien, but only if, prior to such contest, Tenant either
(i) posts security in the amount of the claim, plus estimated costs and interest, or (ii) records a bond of a responsible
corporate surety in such amount as may be required to release the lien from the Buildings and the Property. Tenant shall indemnify,
defend and hold Landlord harmless against any and all liability, loss, damage, cost and other expenses, including, without limitation,
reasonable attorneys’ fees, arising out of claims of any lien for work performed or materials or supplies furnished at the
request of Tenant or persons claiming under Tenant.


 




    	 	- 22 -	 



     


    

 


 


11.5        Signs.   Tenant
shall have the right to display its corporate name, logo and/or insignia with lighted signage on the exterior of the Buildings
and in front of the entrance to each Building, subject to (a) Landlord’s prior approval as to location, size, design
and composition (which approval shall not be unreasonably withheld or delayed), (b) the sign criteria established for the
Center from time to time and (c) all restrictions and requirements of applicable law and of any covenants, conditions and
restrictions or other written agreements now or hereafter applicable to the Property. Tenant shall immediately repair any damage
caused by installation and removal of signs under this Section 11.5 from time to time. In the event Landlord installs at the
Project any monument sign(s) on which identification signage for any individual tenants is included, Tenant shall be entitled to
have identification signage on such monument sign(s) on a basis comparable to that made available to any other tenants.


 


12.       MAINTENANCE
AND REPAIRS


 


12.1        Landlord’s
Work.


 


(a)          Landlord
shall repair and maintain or cause to be repaired and maintained the Common Areas of the Center, the roofs (structural portions
only), exterior walls and other structural portions of the Buildings, any demising walls between Tenant’s portion of the
Phase II Building and the retail portion of the Phase II Building (other than painting, minor surface damage and other cosmetic
matters affecting only Tenant’s side of any such demising walls), and any building systems that serve, in common, both Tenant’s
portion of the Phase II Building and the retail portion of the Phase II Building. The cost of all work performed by Landlord under
this Section 12.1 shall be an Operating Expense hereunder, except to the extent such work (i) is required due to the
negligence of Landlord, (ii) is a capital expense not includible as an Operating Expense under Section 9.2 hereof, or
(iii) is required due to the negligence or willful misconduct of Tenant or its agents, employees or invitees (in which event
Tenant shall bear the full cost of such work pursuant to the indemnification provided in Section 14.6 hereof, subject to the
release set forth in Section 14.4 hereof). Tenant knowingly and voluntarily waives the right to make repairs at Landlord’s
expense, except to the extent expressly set forth in Section 12.1(b), or to offset the cost thereof against rent, under any
law, statute, regulation or ordinance now or hereafter in effect.


 


(b)           If
Landlord fails to perform any repairs or maintenance required to be performed by Landlord on any of the Buildings under Section 12.1(a)
and such failure continues for thirty (30) days or more after Tenant gives Landlord written notice of such failure (or, if
such repairs or maintenance cannot reasonably be performed within such 30-day period, then if Landlord fails to commence performance
within such 30-day period and thereafter to pursue such performance diligently to completion), then except as otherwise expressly
excluded herein, Tenant shall have the right to perform such repairs or maintenance and Landlord shall reimburse Tenant for the
reasonable cost thereof within fifteen (15) days after written notice from Tenant of the completion and cost of such work,
accompanied by copies of invoices or other reasonable supporting documentation. Under no circumstances, however, shall Tenant have
any right to offset the cost of any such work against rent or other charges falling due from time to time under this Lease. Moreover,
under no circumstances shall this Section 12.1(b) authorize Tenant to perform any of Landlord’s repairs or maintenance
obligations (x) in the Phase II Building, except to the extent the conditions requiring repair or maintenance affect only
Tenant’s portion of the Phase II Building and not the retail portion of the Phase II Building, or (y) in the Common
Areas of the Property.


 


12.2        Tenant’s
Obligation For Maintenance.


 


(a)          Good
Order, Condition And Repair.   Except as provided in Section 12.1 hereof, Tenant at its sole cost and expense
shall keep and maintain in good and sanitary order, condition and repair the Buildings (from and after the applicable Rent Commencement
Date for each Phase I Building and for each phase of the Phase II Building) and every part thereof, wherever located, including
but not limited to the roofs (non-structural portions only), signs, interiors, ceilings, electrical systems, plumbing systems,
telephone and communications systems of the Buildings, the HVAC equipment and related mechanical systems serving the Buildings
(for which equipment and systems Tenant shall enter into a service contract with a person or entity designated or approved by Landlord),
all doors, door checks, windows, plate glass, door fronts, exposed plumbing and sewage and other utility facilities, fixtures,
lighting, wall surfaces, floor surfaces and ceiling surfaces of the Buildings and all other interior repairs, foreseen and


 




    	 	- 23 -	 



     


    

 


unforeseen, with respect to the Buildings,
as required; provided, however, that (x) Tenant’s ordinary repair obligation with respect to any demising walls
between Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building shall be limited to painting,
minor surface damage and other cosmetic matters affecting only Tenant’s side of any such demising walls, and (y) Tenant’s
ordinary repair obligation with respect to building systems in the Phase II Building shall be limited to building systems or portions
thereof that serve only Tenant’s portion of the Phase II Building and shall not include building systems or portions thereof
which serve, in common, both Tenant’s portion of the Phase II Building and the retail portion of the Phase II Building.


 


(b)          Landlord’s
Remedy.   If Tenant, after notice from Landlord, fails to make or perform promptly any repairs or maintenance
which are the obligation of Tenant hereunder, Landlord shall have the right, but shall not be required, to enter the applicable
Building(s) and make the repairs or perform the maintenance necessary to restore the applicable Building(s) to good and sanitary
order, condition and repair. Immediately on demand from Landlord, the cost of such repairs shall be due and payable by Tenant to
Landlord.


 


(c)          Condition
Upon Surrender; Removal of Connector Bridge.   At the expiration or sooner termination of this Lease, Tenant
shall surrender the Buildings and the Improvements, including any additions, alterations and improvements thereto, broom clean,
in good and sanitary order, condition and repair, ordinary wear and tear and casualty damages (the latter of which shall be governed
by the provisions of Article 17 hereof) excepted, first, however, removing all goods and effects of Tenant and all and fixtures
and items required or permitted to be removed pursuant to this Lease (including, but not limited to, any such removal required
as a result of an election duly made by Landlord to require such removal as contemplated in Section 11.2), and repairing any
damage caused by such removal. In addition, notwithstanding any other provisions of this Lease, if the Connector Bridge is constructed
as contemplated in Section 1.1(a) hereof and if Landlord notifies Tenant in writing, prior to or within six (6) months
after the expiration or sooner termination of this Lease, that Landlord wishes, in its sole discretion, to remove the Connector
Bridge following the expiration or sooner termination of this Lease in order to facilitate the re-leasing of the Phase I Buildings,
then Tenant shall be responsible for all costs reasonably incurred by Landlord in connection with the removal of the Connector
Bridge and the restoration and repair of the areas where the Connector Bridge was attached to the respective Phase I Buildings,
and Tenant shall reimburse the amount of such costs to Landlord from time to time within twenty (20) days after receipt of
Landlord’s written request(s) for reimbursement, accompanied by supporting documentation evidencing, in reasonable detail,
the costs for which such reimbursement is requested. Tenant expressly waives any and all interest in any personal property and
trade fixtures not removed from the Property by Tenant at the expiration or termination of this Lease, agrees that any such personal
property and trade fixtures may, at Landlord’s election, be deemed to have been abandoned by Tenant, and authorizes Landlord
(at its election and without prejudice to any other remedies under this Lease or under applicable law) to remove and either retain,
store or dispose of such property at Tenant’s cost and expense, and Tenant waives all claims against Landlord for any damages
resulting from any such removal, storage, retention or disposal.


 


13.       USE
OF PROPERTY


 


13.1        Permitted
Use.   Subject to Sections 13.3 and 13.4 hereof, Tenant shall use the Buildings solely as laboratory and research
and development facilities, including (but not limited to) wet chemistry and biology labs, clean rooms, storage and use of toxic
and radioactive materials incidental to such laboratory, research and development activities (subject to the provisions of Section 13.6
hereof), storage and use of laboratory animals, administrative offices, and other lawful purposes related to or incidental to such
research and development use (subject in each case to receipt of all necessary approvals from the City of South San Francisco and
other governmental agencies having jurisdiction over the Buildings), and for no other purpose without Landlord’s written
consent (not to be unreasonably withheld or delayed).


 


13.2        [Omitted.]


 


13.3        No
Nuisance.   Tenant shall not use the Buildings or the Property for or carry on or permit upon the Property or
any part thereof any offensive, noisy or dangerous trade, business, manufacture, occupation, odor or fumes, or any nuisance or
anything against public policy, nor


 




    	 	- 24 -	 



     


    

 


interfere with the rights or business of
Landlord in the Buildings or the Property, nor commit or allow to be committed any waste in, on or about the Property. Tenant shall
not do or permit anything to be done in or about the Property, nor bring nor keep anything therein, which will in any way cause
the Property to be uninsurable with respect to the insurance required by this Lease or with respect to standard fire and extended
coverage insurance with vandalism, malicious mischief and riot endorsements.


 


13.4       Compliance
With Laws.


 


(a)          Tenant
shall not use the Buildings or the Property, or permit the Buildings or the Property to be used, in whole or in part for any purpose
or use that is in violation of any applicable laws, ordinances, regulations or rules of any governmental agency or public authority.
Tenant shall keep the Buildings and the Improvements equipped with all safety appliances required by law, ordinance or insurance
on the Property, or any order or regulation of any public authority, because of Tenant’s particular use of the Property.
Tenant shall procure all licenses and permits required for Tenant’s use of the Property. Tenant shall use the Property in
strict accordance with all applicable ordinances, rules, laws and regulations and shall comply with all requirements of all governmental
authorities now in force or which may hereafter be in force pertaining to the use of the Property by Tenant, including, without
limitation, regulations applicable to noise, water, soil and air pollution, and making such nonstructural alterations and additions
thereto as may be required from time to time by such laws, ordinances, rules, regulations and requirements of governmental authorities
or insurers of the Property (collectively, “Requirements”) because of Tenant’s construction of improvements
or other particular use of the Property. Any structural alterations or additions required from time to time by applicable Requirements
because of Tenant’s construction of improvements in the Buildings or other particular use of the Property shall, at Landlord’s
election, either (i) be made by Tenant, at Tenant’s sole cost and expense, in accordance with the procedures and standards
set forth in Section 11.1 for alterations by Tenant, or (ii) be made by Landlord at Tenant’s sole cost and expense,
in which event Tenant shall pay to Landlord as additional rent, within ten (10) days after demand by Landlord, an amount equal
to all reasonable costs incurred by Landlord in connection with such alterations or additions. The judgment of any court, or the
admission by Tenant in any proceeding against Tenant, that Tenant has violated any law, statute, ordinance or governmental rule,
regulation or requirement shall be conclusive of such violation as between Landlord and Tenant.


 


(b)          In
compliance with requirements imposed upon Landlord by an Owner Participation Agreement between Landlord and The Redevelopment Agency
of the City of South San Francisco, Tenant hereby agrees to and accepts the following provision:


 


“Tenant herein
covenants by and for itself and its successors and assigns, and all persons claiming under or through it, and this Lease is made
and accepted upon and subject to the conditions that there shall be no discrimination against or segregation of any person or group
of persons on account of race, color, religion, creed, sex, marital status, ancestry or national origin in the leasing, subleasing,
transferring, use, occupancy, tenure or enjoyment of the property herein leased, nor shall Tenant or any person claiming under
or through it establish or permit any such practice or practices of discrimination or segregation with reference to the selection,
location, number, use or occupancy of tenants, lessees, sublessees, subtenants or vendees in the property herein leased.”


 


13.5        Liquidation
Sales.   Tenant shall not conduct or permit to be conducted any auction, bankruptcy sale, liquidation sale,
or going out of business sale, in, upon or about the Property, whether said auction or sale be voluntary, involuntary or pursuant
to any assignment for the benefit of creditors, or pursuant to any bankruptcy or other insolvency proceeding.


 


13.6       Environmental
Matters.


 


(a)          For
purposes of this Section, “hazardous substance” shall mean the substances included within the definitions of
the term “hazardous substance” under (i) the Comprehensive Environmental Response, Compensation and Liability
Act of 1980, as amended, 42 U.S.C. §§ 9601 et seq., and the regulations promulgated thereunder,
as amended, (ii) the California Carpenter-Presley-Tanner Hazardous Substance Account Act, California Health & Safety
Code §§ 25300 et seq., and regulations promulgated thereunder, as amended, (iii) the


 




    	 	- 25 -	 



     


    

 


Hazardous Materials Release Response Plans
and Inventory Act, California Heath & Safety Code §§ 25500 et seq., and regulations promulgated
thereunder, as amended, and (iv) petroleum; “hazardous waste” shall mean (i) any waste listed as
or meeting the identified characteristics of a “hazardous waste” under the Resource Conservation and Recovery
Act of 1976, 42 U.S.C. §§ 6901 et seq., and regulations promulgated pursuant thereto, as amended
(collectively, “RCRA”), (ii) any waste meeting the identified characteristics of “hazardous waste,”
 “extremely hazardous waste” or “restricted hazardous waste” under the California Hazardous Waste Control
Law, California Health & Safety Code §§ 25100 et seq., and regulations promulgated pursuant
thereto, as amended (collectively, the “CHWCL”), and/or (iii) any waste meeting the identified characteristics
of “medical waste” under California Health & Safety Code §§ 25015-25027.8, and regulations
promulgated thereunder, as amended; and “hazardous waste facility” shall mean a hazardous waste facility as
defined under the CHWCL.


 


(b)          Without
limiting the generality of the obligations set forth in Section 13.4 of this Lease:


 


(i)        Tenant
shall not cause or permit any hazardous substance or hazardous waste to be brought upon, kept, stored or used in or about the Property
without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed, except that Tenant,
in connection with its permitted use of the Property as provided in Section 13.1, may keep, store and use materials that constitute
hazardous substances which are customary for such permitted use, provided such hazardous substances are kept, stored and used in
quantities which are customary for such permitted use and are kept, stored and used in full compliance with clauses (ii) and
(iii) immediately below.


 


(ii)        Tenant
shall comply with all applicable laws, rules, regulations, orders, permits, licenses and operating plans of any governmental authority
with respect to the receipt, use, handling, generation, transportation, storage, treatment and/or disposal of hazardous substances
or wastes by Tenant or its agents or employees, and Tenant shall provide Landlord with copies of all permits, licenses, registrations
and other similar documents that authorize Tenant to conduct any such activities in connection with its authorized use of the Property
from time to time.


 


(iii)       Tenant
shall not (A) operate on or about the Property any facility required to be permitted or licensed as a hazardous waste facility
or for which interim status as such is required, nor (B) store any hazardous wastes on or about the Property for ninety (90) days
or more, nor (C) conduct any other activities on or about the Property that could result in the Property being deemed to be
a “hazardous waste facility” (including, but not limited to, any storage or treatment of hazardous substances or hazardous
wastes which could have such a result), nor (D) store any hazardous wastes on or about the Property in violation of any federal
or California laws or in violation of the terms of any federal or California licenses or permits held by Tenant.


 


(iv)       Tenant
shall comply with all applicable laws, rules, regulations, orders and permits relating to underground storage tanks installed by
Tenant or its agents or employees or at the request of Tenant (including any installation, monitoring, maintenance, closure and/or
removal of such tanks) as such tanks are defined in California Health & Safety Code § 25281(x), including, without
limitation, complying with California Health & Safety Code §§ 25280-25299.7 and the regulations promulgated
thereunder, as amended. Tenant shall furnish to Landlord copies of all registrations and permits issued to or held by Tenant from
time to time for any and all underground storage tanks located on or under the Property.


 


(v)        If
applicable, Tenant shall provide Landlord in writing the following information and/or documentation at the commencement of this
Lease and within sixty (60) days of any change in or addition to the required information and/or documentation (provided,
however, that in the case of the materials described in subparagraphs (B), (C) and (E) below, Tenant shall not be required
to deliver copies of such materials to Landlord but shall maintain copies of such materials to such extent and for such periods
as may be required by applicable law and shall permit Landlord or its representatives to inspect and copy such materials during
normal business hours at any time and from time to time upon reasonable notice to Tenant):


 




    	 	- 26 -	 



     


    

 


(A)       A
list of all hazardous substances and/or wastes that Tenant receives, uses, handles, generates, transports, stores, treats or disposes
of from time to time in connection with its operations on the Property.


 


(B)       All
Material Safety Data Sheets ( “MSDS’s”), if any, required to be completed with respect to operations of
Tenant at the Property from time to time in accordance with Title 26, California Code of Regulations § 8-5194 or 42 U.S.C.
 § 11021, or any amendments thereto, and any Hazardous Materials Inventory Sheets that detail the MSDS’s.


 


(C)       All
hazardous waste manifests (as defined in Title 26, California Code of Regulations § 22-66481), if any, that Tenant is required
to complete from time to time in connection with its operations at the Property.


 


(D)       A
copy of any Hazardous Materials Management Plan required from time to time with respect to Tenant’s operations at the Property,
pursuant to California Health & Safety Code §§ 25500 et seq., and any regulations promulgated thereunder,
as amended.


 


(E)       Copies
of any Contingency Plans and Emergency Procedures required of Tenant from time to time due to its operations in accordance with
Title 26, California Code of Regulations §§ 22-67140 et seq., and any amendments thereto, and
copies of any Training Programs and Records required under Title 26, California Code of Regulations, § 22-67105, and
any amendments thereto.


 


(F)       Copies
of any biennial reports required to be furnished to the California Department of Health Services from time to time relating to
hazardous substances or wastes, pursuant to Title 26, California Code of Regulations, § 22-66493, and any amendments
thereto.


 


(G)       Copies
of all industrial wastewater discharge permits issued to or held by Tenant from time to time in connection with its operations
on the Property.


 


(H)       Copies
of any other lists or inventories of hazardous substances and/or wastes on or about the Property that Tenant is otherwise required
to prepare and file from time to time with any governmental or regulatory authority.


 


(vi)       Tenant
shall secure Landlord’s prior written approval for any proposed receipt, storage, possession, use, transfer or disposal of
 “radioactive materials” or “radiation,” as such materials are defined in Title 26, California Code of Regulations
 § 17-30100, and/or any other materials possessing the characteristics of the materials so defined, which approval Landlord
may withhold in its sole and absolute discretion; provided, that such approval shall not be required for any radioactive
materials (x) for which Tenant has secured prior written approval of the Nuclear Regulatory Commission and delivered to Landlord
a copy of such approval (if applicable), or (y) which Tenant is authorized to use pursuant to the terms of a Radioactive Material
License (if any) issued by the State of California, provided that Tenant has delivered a copy of such License to Landlord. Tenant,
in connection with any such authorized receipt, storage, possession, use, transfer or disposal of radioactive materials or radiation,
shall:


 


(A)       Comply
with all federal, state and local laws, rules, regulations, orders, licenses and permits issued to or applicable to Tenant with
respect to its business operations on the Property;


 


(B)       Maintain,
to such extent and for such periods as may be required by applicable law, and permit Landlord or its representatives to inspect
during normal business hours at any time and from time to time upon reasonable notice to Tenant, a list of all radioactive materials
or radiation received, stored, possessed, used, transferred or disposed of from time to time, to the extent not already disclosed
through delivery of a copy of a Nuclear Regulatory Commission approval and/or a California Radioactive Material License with respect
thereto as contemplated above; and


 


(C)       Maintain,
to such extent and for such periods as may be required by applicable law, and permit Landlord or its representatives to inspect
during normal business hours at any time and from time to time upon reasonable notice to Tenant, all licenses,


 




    	 	- 27 -	 



     


    

 


registration materials, inspection reports,
governmental orders and permits in connection with the receipt, storage, possession, use, transfer or disposal of radioactive materials
or radiation by Tenant or in connection with the operation of Tenant’s business on the Property from time to time.


 


(vii)      Tenant
shall comply with any and all applicable laws, rules, regulations and orders of any governmental authority with respect to the
release into the environment of any hazardous wastes or substances or radiation or radioactive materials by Tenant or its agents
or employees. Tenant shall give Landlord immediate verbal notice of any unauthorized release of any such hazardous wastes or substances
or radiation or radioactive materials into the environment, and to follow such verbal notice with written notice to Landlord of
such release within twenty-four (24) hours of the time at which Tenant became aware of such release.


 


(viii)     Tenant
shall indemnify, defend and hold Landlord harmless from and against any and all claims, losses (including, but not limited to,
loss of rental income and loss due to business interruption), damages, liabilities, costs, legal fees and expenses of any sort
arising out of or relating to (A) any failure by Tenant to comply with any of its obligations under this Section 13.6(b),
or (B) any receipt, use handling, generation, transportation, storage, treatment, release and/or disposal of any hazardous
substance or waste or any radioactive material or radiation on or about the Property in connection with Tenant’s use or occupancy
of the Property or as a result of any intentional or negligent acts or omissions of Tenant or of any agent, employee or invitee
of Tenant.


 


(ix)       Tenant
shall cooperate with Landlord in furnishing Landlord with complete information regarding Tenant’s receipt, handling, use,
storage, transportation, generation, treatment and/or disposal of any hazardous substances or wastes or radiation or radioactive
materials. Upon request, Tenant agrees to grant Landlord reasonable access at reasonable times to the Property to inspect Tenant’s
receipt, handling, use, storage, transportation, generation, treatment and/or disposal of hazardous substances or wastes or radiation
or radioactive materials, without being deemed guilty of any disturbance of Tenant’s use or possession and without being
liable to Tenant in any manner.


 


(x)       Notwithstanding
Landlord’s rights of inspection and review under this Section 13.6(b), Landlord shall have no obligation or duty to
so inspect or review, and no third party shall be entitled to rely on Landlord to conduct any sort of inspection or review by reason
of the provisions of this Section 13.6(b).


 


(xi)       If
Tenant or its employees, agents, contractors, vendors, customers or guests receive, handle, use, store, transport, generate, treat
and/or dispose of any hazardous substances or wastes or radiation or radioactive materials on or about the Property at any time
during the term of this Lease, then within thirty (30) days after termination or expiration of this Lease, Tenant at its sole
cost and expense shall obtain and deliver to Landlord an environmental study, performed by an expert reasonably satisfactory to
Landlord, evaluating the presence or absence of hazardous substances and wastes, radiation and radioactive materials on and about
the Property. Such study shall be based on a reasonable and prudent level of tests and investigations of the Buildings and other
appropriate portions of the Property (if any), which tests shall be conducted no earlier than the date of termination or expiration
of this Lease. Liability for any remedial actions required or recommended on the basis of such study shall be allocated in accordance
with Sections 13.4, 13.6, 14.6 and other applicable provisions of this Lease.


 


(c)          Landlord
shall indemnify, defend and hold Tenant harmless from and against any and all claims, losses, damages, liabilities, costs, legal
fees and expenses of any sort arising out of or relating to (i) the presence on the Property of any hazardous substances or
wastes or radiation or radioactive materials present on the Property as of the first Rent Commencement Date to occur hereunder
(other than as a result of any intentional or negligent acts or omissions of Tenant or of any agent, employee or invitee of Tenant),
and/or (ii) any unauthorized release into the environment (including, but not limited to, the Property) of any hazardous substances
or wastes or radiation or radioactive materials to the extent such release results from the negligence of or willful misconduct
or omission by Landlord or its agents or employees.


 




    	 	- 28 -	 



     


    

 


(d)          In
the event of any third-party claims, losses, damages, liabilities, costs, legal fees and expenses of any sort (including, but not
limited to, costs incurred with respect to any government-mandated remediation), against either Landlord or Tenant or both, arising
out of or relating to (i) the presence on the Property of any hazardous substances or wastes or radiation or radioactive materials
not present on the Property as of the first Rent Commencement Date to occur (except to the extent the presence thereof is already
covered by an express indemnification obligation under Section 13.6(b)(viii) or Section 13.6(c), as applicable),
and/or (ii) any unauthorized release into the environment (including, but not limited to, the Property) of any hazardous substances
or wastes or radiation or radioactive materials (except to the extent such release is already covered by an express indemnification
obligation under Section 13.6(b)(viii) or Section 13.6(c), as applicable), then (x) Landlord and Tenant shall
cooperate reasonably and in good faith in the defense of such third-party claims, liabilities and related matters and (y) Landlord
and Tenant shall each bear fifty percent (50%) of the total claims, losses, damages, liabilities, costs, legal fees and expenses
incurred by Landlord and/or Tenant in connection with matters covered by this Section 13.6(d). For purposes of the sharing
of expenses contemplated in clause (y) of the preceding sentence, the party directly paying or incurring such costs or expenses
shall be entitled to invoice the other party from time to time (on a monthly basis or at other appropriate intervals) for such
other party’s respective share thereof, which invoice shall be accompanied by copies of third-party invoices or other reasonable
documentation supporting the invoiced amounts, and the party receiving such invoice shall pay its share as reflected in the applicable
invoice within fifteen (15) days after receipt thereof, unless the parties agree otherwise. Within three (3) months after
receipt of any such invoice, the party receiving the invoice shall be entitled, upon reasonable written notice and during normal
business hours, to inspect and examine the books and records of the party submitting the invoice with respect to the invoiced amounts.
Any dispute with respect thereto that the parties are unable to resolve by good faith negotiations shall be resolved by an independent
audit using the same procedure set forth in Section 9.3(b).


 


(e)          The
provisions of this Section 13.6 shall survive the termination of this Lease.


 


14.       INSURANCE
AND INDEMNITY


 


14.1        Liability
and Property Insurance.


 


(a)          Tenant
shall procure and maintain in full force and effect at all times during the term of this Lease, at Tenant’s cost and expense,
commercial general liability insurance to protect against liability arising out of or related to the use of or resulting from any
accident occurring in, upon or about the Property, with combined single limit of liability of not less than Five Million Dollars
($5,000,000) per occurrence for bodily injury and property damage. Such insurance shall name Landlord, its Manager, its property
manager and any lender holding a deed of trust on the Property from time to time (as designated in writing by Landlord to Tenant
from time to time) as additional insureds thereunder. The amount of such insurance shall not be construed to limit any liability
or obligation of Tenant under this Lease. Tenant shall also procure and maintain in full force and effect at all times during the
term of this Lease, at Tenant’s cost and expense, products/completed operations coverage on terms and in amounts satisfactory
to Landlord in its reasonable discretion.


 


(b)          Landlord
shall procure and maintain in full force and effect at all times during the term of this Lease, at Landlord’s cost and expense
(but reimbursable as an Operating Expense under Section 9.2 hereof), commercial general liability insurance to protect against
liability arising out of or related to the use of or resulting from any accident occurring in, upon or about the Property, with
combined single limit of liability of not less than Five Million Dollars ($5,000,000) per occurrence for bodily injury and property
damage.


 


(c)           Landlord
shall procure and maintain in full force and effect at all times during the term of this Lease, at Landlord’s cost and expense
(but reimbursable as an Operating Expense under Section 9.2 hereof), policies of property insurance providing protection against
 “all risk of direct physical loss” (as defined by and detailed in the Insurance Service Office’s Commercial Property
Program “Cause of Loss-Special Form [CP 1030]” or its equivalent) for the Building Shell (as defined in the Workletter)
of each Building and for the improvements in the Common Areas of the Property, on a full replacement cost basis (with no co-insurance
or, if


 




    	 	- 29 -	 



     


    

 


coverage without co-insurance is not reasonably
available, then on an “agreed amount” basis). Such insurance shall include earthquake and environmental coverage and
shall have such commercially reasonable deductibles and other terms as Landlord in its reasonable discretion determines to be
appropriate. Landlord shall, in all events, have no obligation to insure the Tenant Improvements or any other alterations, additions
or improvements installed by Tenant in the Buildings or on or about the Property; provided, however, that if Tenant so
requests in writing, Landlord agrees to include the Tenant Improvements under Landlord’s earthquake coverage, in which event
(i) such earthquake coverage with respect to the Tenant Improvements shall be in such amounts and with such commercially
reasonable deductibles and other terms as Landlord and Tenant may mutually and reasonably determine to be appropriate, (ii) such
earthquake coverage shall, in Landlord’s discretion, either name both Landlord and Tenant as insureds as their interests
may appear or name Tenant as an additional insured with respect to the portion of the policy that provides earthquake coverage
for the Tenant Improvements, (iii) the cost of such earthquake coverage for the Tenant Improvements shall be charged back
to Tenant as additional rent under this Lease and shall be reimbursed by Tenant to Landlord within ten (10) business days
after Tenant’s receipt of a written invoice from Landlord with respect to the premium costs attributable to such coverage,
(iv) Tenant shall provide to Landlord from time to time, at or about the Rent Commencement Date for the applicable Building
and thereafter annually or at such intervals as Landlord may reasonably request, an updated schedule of values or other appropriate
information with respect to the insurable value of the Tenant Improvements, and (v) Landlord shall have no obligation or
liability with respect to any underinsurance of the Tenant Improvements that results from Tenant’s failure to keep Landlord
informed on a current basis of the insurable value of such Tenant Improvements from time to time.


 


(d)          Tenant
shall procure and maintain in full force and effect at all times during the term of this Lease, at Tenant’s cost and expense,
policies of property insurance providing protection against “all risk of direct physical loss” (as defined by and detailed
in the Insurance Service Office’s Commercial Property Program “Cause of Loss-Special Form [CP1030]” or its equivalent)
for the Tenant Improvements constructed by Tenant pursuant to the Workletter and on all other alterations, additions and improvements
installed by Tenant from time to time in or about the Building, on a full replacement cost basis (with no co-insurance or, if coverage
without co-insurance is not reasonably available, then on an “agreed amount” basis). Such insurance may have such commercially
reasonable deductibles and other terms as Tenant in its reasonable discretion determines to be appropriate, and shall name both
Tenant and Landlord as insureds as their interests may appear. Without limiting the generality of the foregoing provisions, Tenant’s
property insurance on the Tenant Improvements in each Building shall in all events include (i) earthquake insurance (except
as otherwise provided in paragraph (c) above, if applicable) in an amount at least equal to the amount of the Tenant Improvement
Allowance paid by Landlord pursuant to the Workletter in connection with the construction of the Tenant Improvements in such Building,
and (ii) business interruption (income) coverage, including extra expense coverage and off-premises utility interruption coverage,
in such amounts and on such terms as Tenant in its reasonable discretion determines to be appropriate.


 


(e)          During
the course of construction of the improvements being constructed by Landlord and Tenant under Section 5.1 and the Workletter,
Landlord shall procure and maintain in full force and effect, at its sole cost and expense, a policy or policies of builder’s
risk insurance on both the improvements being constructed by it and the improvements being constructed by Tenant, (i) in such
amounts and with such commercially reasonable deductibles and other terms as Landlord in its reasonable discretion determines to
be appropriate with respect to the insurance on the improvements being constructed by Landlord, and (ii) in such amounts and
with such commercially reasonable deductibles and other terms as Landlord and Tenant may mutually and reasonably determine to be
appropriate with respect to the insurance on the improvements being constructed by Tenant. Such insurance shall, in Landlord’s
discretion, either name both Landlord and Tenant as insureds as their interests may appear or name Tenant as an additional insured
with respect to the portion of the policy that covers the improvements being constructed by Tenant. Tenant shall provide to Landlord
from time to time during the course of construction of improvements by Tenant, at such intervals as Landlord may reasonably request,
an updated schedule of values or other appropriate information with respect to the insurable value of the improvements, work in
progress and materials located on the Property in connection with Tenant’s construction of improvements, and Landlord shall
have no obligation or liability with respect to any underinsurance of Tenant’s improvements, work in progress and materials
that results from Tenant’s failure to keep Landlord informed on a current basis, during


 




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the course of construction, of the insurable
value of such improvements, work in progress and materials on the Property from time to time.


 


14.2        Quality
Of Policies And Certificates.   All policies of insurance required hereunder shall be issued by responsible
insurers and, in the case of policies carried or required to be carried by Tenant, shall be written as primary policies not contributing
with and not in excess of any coverage that Landlord may carry. The coverage provided by such policies shall include, where applicable,
the clause or endorsement referred to in Section 14.4. Each party shall deliver to the other party certificates of insurance
showing that the insuring party’s required policies are in effect. If either party fails to acquire, maintain or renew any
insurance required to be maintained by it under this Article 14 or to pay the premium therefor, then the other party, at its
option and in addition to its other remedies, but without obligation so to do, may procure such insurance, and any sums expended
by Landlord to procure any such insurance on behalf of or in place of Tenant shall be repaid upon demand, with interest as provided
in Section 3.2 hereof. Tenant shall give Landlord at least thirty (30) days prior written notice of any cancellation
or nonrenewal of insurance required to be maintained by Tenant under this Article 14, and shall obtain written undertakings
from each insurer under policies required to be maintained by Tenant to notify all insureds thereunder at least thirty (30) days
prior to cancellation of coverage.


 


14.3        Workers’
Compensation.   Tenant shall maintain in full force and effect during the term of this Lease workers’
compensation insurance, in at least the minimum amounts required by law, covering all of Tenant’s employees working on the
Property.


 


14.4        Waiver
Of Subrogation.   To the extent permitted by law and without affecting the coverage provided by insurance required
to be maintained hereunder, Landlord and Tenant each waive any right to recover against the other with respect to (i) damage
to property, (ii) damage to the Property or any part thereof, or (iii) claims arising by reason of any of the foregoing,
but only to the extent that any of the foregoing damages and claims under clauses (i)-(iii) hereof are covered, and only to
the extent of such coverage, by property insurance actually carried or required to be carried hereunder by either Landlord or Tenant.
This provision is intended to waive fully, and for the benefit of each party, any rights and claims which might give rise to a
right of subrogation in any insurance carrier. Each party shall procure a clause or endorsement on any property insurance policy
denying to the insurer rights of subrogation against the other party to the extent rights have been waived by the insured prior
to the occurrence of injury or loss. Coverage provided by insurance maintained by Tenant shall not be limited, reduced or diminished
by virtue of the subrogation waiver herein contained.


 


14.5        Increase
In Premiums.   Tenant shall do all acts and pay all expenses necessary to insure that the Buildings are not
used for purposes prohibited by any applicable fire insurance, and that Tenant’s use of the Buildings and the Property complies
with all requirements necessary to obtain any such insurance. If Tenant uses or permits the Buildings or the Property to be used
in a manner which increases the existing rate of any insurance carried by Landlord on the Center, then Tenant shall pay the amount
of the increase in premium caused thereby, and Landlord’s costs of obtaining other replacement insurance policies, including
any increase in premium, within ten (10) days after demand therefor by Landlord.


 


14.6        Indemnification.


 


(a)          Except
as otherwise expressly provided in this Lease, Tenant shall indemnify, defend and hold Landlord and its members, partners, shareholders,
officers, directors, agents, employees and contractors harmless from any and all liability for bodily injury to or death of any
person, or loss of or damage to the property of any person, and all actions, claims, demands, costs (including, but not limited
to, reasonable attorneys’ fees), damages or expenses of any kind arising therefrom which may be brought or made against Landlord
or which Landlord may pay or incur by reason of the use, occupancy and enjoyment of the Property by Tenant or any invitees, sublessees,
licensees, assignees, agents, employees or contractors of Tenant or holding under Tenant (including, but not limited to, any such
matters arising out of or in connection with any early entry upon the Property by Tenant pursuant to Section 2.2 hereof) from
any cause whatsoever other than negligence or willful misconduct or omission by Landlord or its agents, employees or contractors.
Landlord and its members, partners, shareholders, officers, directors, agents, employees and contractors shall not be liable for,
and Tenant hereby waives all claims against such persons for, damages to goods, wares and merchandise in or upon the Property,
or for injuries to Tenant, its agents or third persons in or upon the Property, from


 




    	 	- 31 -	 



     


    

 


any cause whatsoever other than negligence
or willful misconduct or omission by Landlord or its agents, employees or contractors. Tenant shall give prompt notice to Landlord
of any casualty or accident in, on or about the Property.


 


(b)          Except
as otherwise expressly provided in this Lease, Landlord shall indemnify, defend and hold Tenant and its shareholders, officers,
directors, agents, employees and contractors harmless from any and all liability for bodily injury to or death of any person, or
loss of or damage to the property of any person, and all actions, claims, demands, costs (including, but not limited to, reasonable
attorneys’ fees), damages or expenses of any kind arising therefrom which may be brought or made against Tenant or which
Tenant may pay or incur, to the extent such liabilities or other matters arise in, on or about the Property by reason of any negligence
or willful misconduct or omission by Landlord or its agents, employees or contractors.


 


14.7        Blanket
Policy.   Any policy required to be maintained hereunder may be maintained under a so-called “blanket
policy” insuring other parties and other locations so long as the amount of insurance required to be provided hereunder is
not thereby diminished. Without limiting the generality of the requirement set forth at the end of the preceding sentence, property
insurance provided under a blanket policy shall provide full replacement cost coverage and liability insurance provided under a
blanket policy shall include per location aggregate limits meeting or exceeding the limits required under this Article 14.


 


15.       SUBLEASE
AND ASSIGNMENT


 


15.1        Assignment
And Sublease Of Building(s).  Except in the case of a Permitted Transfer (as hereinafter defined), Tenant shall not
have the right or power to assign its interest in this Lease, or make any sublease of any Building or any portion thereof, nor
shall any interest of Tenant under this Lease be assignable involuntarily or by operation of law, without on each occasion obtaining
the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any purported sublease or assignment
of Tenant’s interest in this Lease requiring but not having received Landlord’s consent thereto (to the extent such
consent is required hereunder) shall be void. Without limiting the generality of the foregoing provisions, Landlord may withhold
consent to any proposed subletting or assignment solely on the ground, if applicable, that the use by the proposed subtenant or
assignee is reasonably likely to be incompatible with Landlord’s use of the balance of the Property or of any adjacent property
owned or operated by Landlord, unless the proposed use is within the permitted uses specified in Section 13.1, in which event
it shall not be reasonable for Landlord to object to the proposed use. Except in the case of a Permitted Transfer, any dissolution,
consolidation, merger or other reorganization of Tenant, or any sale or transfer of the stock or assets of or other interest in
Tenant, in a single transaction or series of related transactions, involving in the aggregate a change of fifty percent (50%) or
more in the beneficial ownership of Tenant or its assets shall be deemed to be an assignment hereunder and shall be void without
the prior written consent of Landlord as required above. Notwithstanding the foregoing, (i) an initial public offering of
the common stock of Tenant shall not be deemed to be an assignment hereunder; and (ii) Tenant shall have the right to assign
this Lease or sublet the Buildings, or any portion thereof, without Landlord’s consent (but with prior or concurrent written
notice by Tenant to Landlord), to any entity which controls, is controlled by, or is under common control with Tenant, or to any
entity which results from a merger or consolidation with Tenant, or to any entity engaged in a bona fide joint venture with
Tenant, or to any entity which acquires substantially all of the stock or assets of Tenant, as a going concern, with respect to
the business that is being conducted on the Property (hereinafter each a “Permitted Transfer”). In addition,
a sale or transfer of the capital stock of Tenant shall be deemed a Permitted Transfer (x) if such sale or transfer occurs
in connection with any bona fide financing or capitalization for the benefit of Tenant, or (y) if Tenant becomes, and
while Tenant is, a publicly traded corporation. Landlord shall have no right to terminate this Lease in connection with, and shall
have no right to any sums or other economic consideration resulting from, any Permitted Transfer. Except as expressly set forth
in this Section 15.1, however, the provisions of Section 15.2 shall remain applicable to any Permitted Transfer and the
transferee under such Permitted Transfer shall be and remain subject to all of the terms and provisions of this Lease.


 


15.2        Rights
Of Landlord. Consent by Landlord to one or more assignments of this Lease, or to one or more sublettings of any Building or
any portion thereof, or collection of rent


 




    	 	- 32 -	 



     


    



 


by Landlord from any assignee or sublessee, shall not operate to exhaust Landlord’s rights under this
Article 15, nor constitute consent to any subsequent assignment or subletting. No assignment of Tenant’s interest in
this Lease and no sublease shall relieve Tenant of its obligations hereunder, notwithstanding any waiver or extension of time
granted by Landlord to any assignee or sublessee, or the failure of Landlord to assert its rights against any assignee or sublessee,
and regardless of whether Landlord’s consent thereto is given or required to be given hereunder. In the event of a default
by any assignee, sublessee or other successor of Tenant in the performance of any of the terms or obligations of Tenant under
this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against any such assignee,
sublessee or other successor. In addition, Tenant immediately and irrevocably assigns to Landlord, as security for Tenant’s
obligations under this Lease, all rent from any subletting of all or a part of any Building as permitted under this Lease, and
Landlord, as Tenant’s assignee and as attorney-in-fact for Tenant, or any receiver for Tenant appointed on Landlord’s
application, may collect such rent and apply it toward Tenant’s obligations under this Lease; except that, until the occurrence
of an act of default by Tenant, Tenant shall have the right to collect such rent and to retain all sublease profits.


 


16.    RIGHT OF ENTRY
AND QUIET ENJOYMENT


 


16.1    Right
Of Entry.    Landlord and its authorized representatives shall have the right to enter the Buildings at
any time during the term of this Lease during normal business hours and upon not less than twenty-four (24) hours prior notice,
except in the case of emergency (in which event no notice shall be required and entry may be made at any time), for the purpose
of inspecting and determining the condition of the Buildings or for any other proper purpose including, without limitation, to
make repairs, replacements or improvements which Landlord may deem necessary, to show the Buildings to prospective purchasers,
to show the Buildings to prospective tenants (but only during the final year of the term of this Lease), and to post notices of
nonresponsibility. Landlord shall not be liable for inconvenience, annoyance, disturbance, loss of business, quiet enjoyment or
other damage or loss to Tenant by reason of making any repairs or performing any work upon the Buildings or the Property or by
reason of erecting or maintaining any protective barricades in connection with any such work, and the obligations of Tenant under
this Lease shall not thereby be affected in any manner whatsoever, provided, however, Landlord shall use reasonable efforts to
minimize the inconvenience to Tenant’s normal business operations caused thereby.


 


16.2    Quiet
Enjoyment.    Landlord covenants that Tenant, upon paying the rent and performing its obligations hereunder
and subject to all the terms and conditions of this Lease, shall peacefully and quietly have, hold and enjoy the Buildings and
the Property throughout the term of this Lease, or until this Lease is terminated as provided by this Lease.


 


17.    CASUALTY AND TAKING


 


17.1    Damage
or Destruction.


 


(a)    If
any or all Buildings, or the Common Areas of the Property necessary for Tenant’s use and occupancy of any or all Buildings,
are damaged or destroyed in whole or in part under circumstances in which (i) repair and restoration is permitted under applicable
governmental laws, regulations and building codes then in effect and (ii) repair and restoration reasonably can be completed
within a period of one (1) year (or, in the case of an occurrence during the last two (2) years of the term of this Lease,
within a period of sixty (60) days) following the date of the occurrence, then Landlord, as to the Common Areas of the Property
and the Building Shell of the applicable Building(s), and Tenant, as to the Tenant Improvements constructed by Tenant, shall commence
and complete, with all due diligence and as promptly as is reasonably practicable under the conditions then existing, all such
repair and restoration as may be required to return the affected portions of the Property to a condition comparable to that existing
immediately prior to the occurrence. In the event of damage or destruction the repair of which is not permitted under applicable
governmental laws, regulations and building codes then in effect, if such damage or destruction (despite being corrected to the
extent then permitted under applicable governmental laws, regulations and building codes) would still materially impair Tenant’s
ability to conduct its business in the applicable Building(s), then either party may terminate this Lease with respect to the applicable
Building(s) as of the date of the


 






    	 	- 33 -	 



     


    

 


occurrence by giving written notice to the other within thirty (30) days after the date
of the occurrence; if neither party timely elects such termination, or if such damage or destruction does not materially impair
Tenant’s ability to conduct its business in the applicable Building(s), then this Lease shall continue in full force and
effect, except that there shall be an equitable adjustment in monthly minimum rental and of Tenant’s Operating Cost Share
of Operating Expenses, based upon the extent to which Tenant’s ability to conduct its business in the applicable Building(s)
is impaired, and Landlord and Tenant respectively shall restore the Common Areas and Building Shell and the Tenant Improvements
in the applicable Building(s) to a complete architectural whole and to a functional condition. In the event of damage or destruction
which cannot reasonably be repaired within one (1) year (or, in the case of an occurrence during the last two (2) years
of the term of this Lease, within a period of sixty (60) days) following the date of the occurrence, then either Landlord
or Tenant, at its election, may terminate this Lease with respect to the applicable Building(s) as of the date of the occurrence
by giving written notice to the other within thirty (30) days after the date of the occurrence; if neither party timely elects
such termination, then this Lease shall continue in full force and effect and Landlord and Tenant shall each repair and restore
applicable portions of the Property in accordance with the first sentence of this Section 17.1(a).


 


(b)    The
respective obligations of Landlord and Tenant pursuant to Section 17.1(a) are subject to the following limitations:


 


(i)    If
the occurrence results from a peril which is required to be insured pursuant to Section 14.1(c) and (d) above, the obligations
of each party shall not exceed the amount of insurance proceeds received from insurers (or, in the case of any failure to maintain
required insurance, proceeds that reasonably would have been available if the required insurance had been maintained) by reason
of such occurrence, plus the amount of the party’s permitted deductible (provided that each party shall be obligated
to use its best efforts to recover any available proceeds from the insurance which it is required to maintain pursuant to the provisions
of Section 14.1(c) or (d), as applicable), and, if such proceeds (including, in the case of a failure to maintain required
insurance, any proceeds that reasonably would have been available) are insufficient, either party may terminate this Lease with
respect to the applicable Building(s) unless the other party promptly elects and agrees, in writing, to contribute the amount of
the shortfall; and


 


(ii)    If
the occurrence results from a peril which is not required to be insured pursuant to Section 14.1(c) and (d) above and
is not actually insured, Landlord shall be required to repair and restore the Common Areas and the Building Shell of the applicable
Building(s) to the extent necessary for Tenant’s continued use and occupancy of the applicable Building(s), and Tenant shall
be required to repair and restore the Tenant Improvements to the extent necessary for Tenant’s continued use and occupancy
of the applicable Building(s), provided that each party’s out of pocket cost (after application of any insurance proceeds)
to repair and restore shall not exceed an amount equal to fifteen percent (15%) of the replacement cost of the Building Shell of
the applicable Building(s) and the Common Area improvements, as to Landlord, or fifteen percent (15%) of the replacement cost of
the Tenant Improvements in the applicable Building(s), as to Tenant; if the out of pocket replacement cost as to either party exceeds
such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless
the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall.


 


(c)    If
this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing provisions of this Section 17.1
following an occurrence which is a peril actually insured or required to be insured against pursuant to Section 14.1(c) and
(d), Landlord and Tenant agree (and any Lender shall be asked to agree) that such insurance proceeds shall be allocated between
Landlord and Tenant in a manner which fairly and reasonably reflects their respective ownership rights under this Lease, as of
the termination or expiration of the term of this Lease, with respect to the improvements, fixtures, equipment and other items
to which such insurance proceeds are attributable.


 


(d)    From
and after the date of an occurrence resulting in damage to or destruction of a Building or of the Common Areas necessary for Tenant’s
use and occupancy of the Buildings, and continuing until repair and restoration thereof are completed, there shall be an equitable
abatement of Minimum Rental and additional rent and of Tenant’s Operating Cost


 






    	 	- 34 -	 



     


    

 


Share of Operating Expenses based upon the
degree to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired.


 


17.2     Condemnation.


 


(a)    If
during the term of this Lease one or more Buildings, the Property or Improvements, or any substantial part of any of them,
is taken by eminent domain or by reason of any public improvement or condemnation proceeding, or in any manner by exercise of
the right of eminent domain (including any transfer in avoidance of an exercise of the power of eminent domain), or receives
irreparable damage by reason of anything lawfully done under color of public or other authority, then (i) this Lease
shall terminate as to the entire applicable Building(s) at Landlord’s election by written notice given to Tenant within
sixty (60) days after the taking has occurred, and (ii) this Lease shall terminate as to the entire applicable
Building(s) at Tenant’s election, by written notice given to Landlord within thirty (30) days after the nature and
extent of the taking have been finally determined, if the portion of the Property taken is of such extent and nature as
substantially to handicap, impede or permanently impair Tenant’s use of the balance of the applicable Building(s). If
Tenant elects to terminate this Lease, Tenant shall also notify Landlord of the date of termination, which date shall not be
earlier than thirty (30) days nor later than ninety (90) days after Tenant has notified Landlord of Tenant’s
election to terminate, except that this Lease shall terminate on the date of taking if such date falls on any date before the
date of termination designated by Tenant. If neither party elects to terminate this Lease as to the applicable Building(s) as
hereinabove provided, this Lease shall continue in full force and effect (except that there shall be an equitable abatement
of Minimum Rental and additional rent and of Tenant’s Operating Cost Share of Operating Expenses based upon the degree
to which Tenant’s ability to conduct its business in the applicable Building(s) is impaired), Landlord shall restore
the Building Shell of the applicable Building(s) and the Common Area improvements to a complete architectural whole and a
functional condition and as nearly as reasonably possible to the condition existing before the taking, and Tenant shall
restore the Tenant Improvements and Tenant’s other alterations, additions and improvements to a complete architectural
whole and a functional condition and as nearly as reasonably possible to the condition existing before the taking. In
connection with any such restoration, each party shall use its respective best efforts (including, without limitation, any
necessary negotiation or intercession with its respective lender, if any) to ensure that any severance damages or other
condemnation awards intended to provide compensation for rebuilding or restoration costs are promptly collected and made
available to Landlord and Tenant in portions reasonably corresponding to the cost and scope of their respective
restoration obligations, subject only to such payment controls as either party or its lender may reasonably require in order
to ensure the proper application of such proceeds toward the restoration of the Improvements. Each party waives the
provisions of Code of Civil Procedure Section 1265.130, allowing either party to petition the Superior Court to
terminate this Lease in the event of a partial condemnation of one or more Buildings or the Property.


 


(b)    The respective obligations
of Landlord and Tenant pursuant to Section 17.2(a) are subject to the following limitations:


 


(i)    Each party’s
obligation to repair and restore shall not exceed, net of any condemnation awards or other proceeds available for and allocable
to such restoration as contemplated in Section 17.2(a), an amount equal to five percent (5%) of the replacement cost of the
Building Shell of the applicable Building(s) and the Common Area improvements, as to Landlord, or five percent (5%) of the replacement
cost of the Tenant Improvements in the applicable Building(s), as to Tenant; if the replacement cost as to either party exceeds
such amount, then the party whose limit has been exceeded may terminate this Lease with respect to the applicable Building(s) unless
the other party promptly elects and agrees, in writing, to contribute the amount of the shortfall; and


 


(ii)    If
this Lease is terminated with respect to the applicable Building(s) pursuant to the foregoing provisions of this
Section 17.2, or if this Lease remains in effect but any condemnation awards or other proceeds become available as
compensation for the loss or destruction of any of the Improvements, then Landlord and Tenant agree (and any Lender shall be
asked to agree) that there shall be paid from such award or proceeds (i) to Landlord, the award or proceeds attributable
or allocable to the Building Shell of the applicable Building(s) and/or the Common Area improvements, and (ii) to
Landlord and Tenant, respectively, portions of the award or proceeds attributable or allocable to the Tenant Improvements in
the applicable


 






    	 	- 35 -	 



     


    

 


Building(s), in the respective proportions in which Landlord and Tenant would have shared, under
Section 17.1(c), the proceeds of any insurance proceeds following loss or destruction of such Tenant Improvements by an
insured casualty.


 


17.3    Reservation
Of Compensation.    Landlord reserves, and Tenant waives and assigns to Landlord, all rights to any
award or compensation for damage to the Improvements, the Property and the leasehold estate created hereby, accruing by
reason of any taking in any public improvement, condemnation or eminent domain proceeding or in any other manner by exercise
of the right of eminent domain or of anything lawfully done by public authority, except that (a) Tenant shall be
entitled to any and all compensation or damages paid for or on account of Tenant’s moving expenses, trade fixtures and
equipment, and (b) any condemnation awards or proceeds described in Section 17.2(b)(ii) shall be allocated and
disbursed in accordance with the provisions of Section 17.2(b)(ii), notwithstanding any contrary provisions of this
Section 17.3.


 


17.4    Restoration
Of Improvements.    In connection with any repair or restoration of Improvements by either party following
a casualty or taking as hereinabove set forth, the party responsible for such repair or restoration shall, to the extent possible,
return such Improvements to a condition substantially equal to that which existed immediately prior to the casualty or taking.
To the extent such party wishes to make material modifications to such Improvements, such modifications shall be subject to the
prior written approval of the other party (not to be unreasonably withheld or delayed), except that no such approval shall be required
for modifications that are required by applicable governmental authorities as a condition of the repair or restoration, unless
such required modifications would impair or impede Tenant’s conduct of its business in the applicable Building(s) (in which
case any such modifications in Landlord’s work shall require Tenant’s consent, not unreasonably withheld or delayed)
or would materially and adversely affect the exterior appearance, the structural integrity or the mechanical or other operating
systems of the applicable Building(s) (in which case any such modifications in Tenant’s work shall require Landlord’s
consent, not unreasonably withheld or delayed).


 


18.    DEFAULT


 


18.1    Events Of Default.
     The occurrence of any of the following shall constitute an event of default on the part of Tenant:


 


(a)    Abandonment.    Abandonment of one or more Buildings. “Abandonment” is hereby defined to include, but
is not limited to, any absence by Tenant from the applicable Building(s) for fifteen (15) consecutive days or more while Tenant
is in default under any other provision of this Lease. Tenant waives any right Tenant may have to notice under Section 1951.3
of the California Civil Code, the terms of this subsection (a) being deemed such notice to Tenant as required by said Section 1951.3;


 


(b)    Nonpayment.
     Failure to pay, when due, any amount payable to Landlord hereunder, such failure continuing for a period
of five (5) days after written notice of such failure; provided, however, that any such notice shall be in lieu of,
and not in addition to, any notice required under California Code of Civil Procedure Section 1161 et seq.,
as amended from time to time;


 


(c)    Other
Obligations.    Failure to perform any obligation, agreement or covenant under this Lease other than those
matters specified in subsection (b) hereof, such failure continuing for fifteen (15) days after written notice of such
failure; provided, however, that if such failure is curable in nature but cannot reasonably be cured within such 15-day
period, then Tenant shall not be in default if, and so long as, Tenant promptly (and in all events within such 15-day period)
commences such cure and thereafter diligently pursues such cure to completion; and provided further, however, that any
such notice shall be in lieu of, and not in addition to, any notice required under California Code of Civil Procedure Section 1161
et seq., as amended from time to time;


 


(d)    General Assignment.
     A general assignment by Tenant for the benefit of creditors;


 


(e)     Bankruptcy.
     The filing of any voluntary petition in bankruptcy by Tenant, or the filing of an involuntary petition
by Tenant’s creditors, which involuntary petition remains


 






    	 	- 36 -	 



     


    

 


undischarged for a period
of thirty (30) days. In the event that under applicable law the trustee in bankruptcy or Tenant has the right to affirm this
Lease and continue to perform the obligations of Tenant hereunder, such trustee or Tenant shall, in such time period as may be
permitted by the bankruptcy court having jurisdiction, cure all defaults of Tenant hereunder outstanding as of the date of the
affirmance of this Lease and provide to Landlord such adequate assurances as may be necessary to ensure Landlord of the continued
performance of Tenant’s obligations under this Lease. Specifically, but without limiting the generality of the foregoing,
such adequate assurances must include assurances that the Buildings continue to be operated only for the use permitted hereunder.
The provisions hereof are to assure that the basic understandings between Landlord and Tenant with respect to Tenant’s use
of the Property and the benefits to Landlord therefrom are preserved, consistent with the purpose and intent of applicable bankruptcy
laws;


 


(f)    Receivership.
     The employment of a receiver appointed by court order to take possession of substantially all of Tenant’s
assets or Tenant’s interest in one or more of the Buildings, if such receivership remains undissolved for a period of thirty
(30) days;


 


(g)    Attachment.
     The attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets
or Tenant’s interest in one or more of the Buildings, if such attachment or other seizure remains undismissed or undischarged
for a period of thirty (30) days after the levy thereof; or


 


(h)    Insolvency.
     The admission by Tenant in writing of its inability to pay its debts as they become due, the filing by
Tenant of a petition seeking any reorganization or arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, the filing by Tenant of an answer admitting or failing timely to
contest a material allegation of a petition filed against Tenant in any such proceeding or, if within thirty (30) days after
the commencement of any proceeding against Tenant seeking any reorganization or arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or regulation, such proceeding shall not have been dismissed.


 


18.2     Remedies Upon
Tenant’s Default.


 


(a)    Upon the occurrence of any event
of default described in Section 18.1 hereof, Landlord, in addition to and without prejudice to any other rights or remedies
it may have, shall have the immediate right to re-enter the Buildings or any part thereof and repossess the same, expelling and
removing therefrom all persons and property (which property may be stored in a public warehouse or elsewhere at the cost and risk
of and for the account of Tenant), using such force as may be necessary to do so (as to which Tenant hereby waives any claim for
loss or damage that may thereby occur). In addition to or in lieu of such re-entry, and without prejudice to any other rights or
remedies it may have, Landlord shall have the right either (i) to terminate this Lease and recover from Tenant all damages
incurred by Landlord as a result of Tenant’s default, as hereinafter provided, or (ii) to continue this Lease in effect
and recover rent and other charges and amounts as they become due.


 


(b)    Even if Tenant has breached
this Lease and abandoned one or more Building(s), this Lease shall continue in effect for so long as Landlord does not terminate
Tenant’s right to possession under subsection (a) hereof and Landlord may enforce all of its rights and remedies under
this Lease, including the right to recover rent as it becomes due, and Landlord, without terminating this Lease, may exercise all
of the rights and remedies of a lessor under California Civil Code Section 1951.4 (lessor may continue lease in effect after
lessee’s breach and abandonment and recover rent as it becomes due, if lessee has right to sublet or assign, subject only
to reasonable limitations), or any successor Code section. Acts of maintenance, preservation or efforts to relet the Building(s)
or the appointment of a receiver upon application of Landlord to protect Landlord’s interests under this Lease shall not
constitute a termination of Tenant’s right to possession.


 


(c)    If Landlord terminates this
Lease pursuant to this Section 18.2, Landlord shall have all of the rights and remedies of a landlord provided by Section 1951.2
of the Civil Code of the State of California, or any successor Code section, which remedies include Landlord’s right to recover
from Tenant (i) the worth at the time of award of the unpaid rent and additional rent which had been earned at the time of
termination, (ii) the worth at the time of award of the amount by which the unpaid rent and additional rent which would have
been earned


 






    	 	- 37 -	 



     


    

 


after termination until
the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided,
(iii) the worth at the time of award of the amount by which the unpaid rent and additional rent for the balance of the
term after the time of award exceeds the amount of such rental loss that Tenant proves could be reasonably avoided, and
(iv) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s
failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result
therefrom, including, but not limited to, the cost of recovering possession of the Buildings, expenses of reletting,
including necessary repair, renovation and alteration of the Buildings, reasonable attorneys’ fees, and other
reasonable costs. The “worth at the time of award” of the amounts referred to in clauses (i) and
(ii) above shall be computed by allowing interest at ten percent (10%) per annum from the date such amounts accrued to
Landlord. The “worth at the time of award” of the amounts referred to in clause (iii) above shall be
computed by discounting such amounts at one percentage point above the discount rate of the Federal Reserve Bank of San
Francisco at the time of award.


 


18.3    Remedies Cumulative.    All rights, privileges and elections or remedies of Landlord contained in this Article 18 are cumulative
and not alternative to the extent permitted by law and except as otherwise provided herein.


 


19.    SUBORDINATION,
ATTORNMENT AND SALE


 


19.1    Subordination
To Mortgage.    This Lease, and any sublease entered into by Tenant under the provisions of this
Lease, shall be subject and subordinate to any ground lease, mortgage, deed of trust, sale/leaseback transaction or any other
hypothecation for security now or hereafter placed upon the Buildings, the Property, the Center, or any of them, and the
rights of any assignee of Landlord or of any ground lessor, mortgagee, trustee, beneficiary or leaseback lessor under any of
the foregoing, and to any and all advances made on the security thereof and to all renewals, modifications, consolidations,
replacements and extensions thereof; provided, however, that such subordination in the case of any future ground
lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security placed upon the Buildings,
the Property, the Center or any of them shall be conditioned on Tenant’s receipt from the ground lessor, mortgagee,
trustee, beneficiary or leaseback lessor of a Non-Disturbance Agreement in a form reasonably acceptable to Tenant confirming
that so long as Tenant is not in default hereunder, Tenant’s rights hereunder shall not be disturbed by such person or
entity. Moreover, Tenant’s obligations under this Lease shall be conditioned on Tenant’s receipt within thirty
(30) days after mutual execution of this Lease, from any ground lessor, mortgagee, trustee, beneficiary or leaseback
lessor currently owning or holding a security interest in the Property, of a Non-Disturbance Agreement in a form reasonably
acceptable to Tenant confirming that so long as Tenant is not in default hereunder, Tenant’s rights hereunder shall not
be disturbed by such person or entity. (Landlord hereby advises Tenant, however, that in fact there is no mortgagee, trustee,
beneficiary, ground lessor or leaseback lessor holding an interest in the Property on the date of this Lease.) If any
mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or assignee elects to have this Lease be an encumbrance
upon the Property prior to the lien of its mortgage, deed of trust, ground lease or leaseback lease or other
security arrangement and gives notice thereof to Tenant, this Lease shall be deemed prior thereto, whether this Lease is
dated prior or subsequent to the date thereof or the date of recording thereof. Tenant, and any sublessee, shall execute such
documents as may reasonably be requested by any mortgagee, trustee, beneficiary, ground lessor, sale/leaseback lessor or
assignee to evidence the subordination herein set forth, subject to the conditions set forth above, or to make this Lease
prior to the lien of any mortgage, deed of trust, ground lease, leaseback lease or other security arrangement, as the case
may be, and if Tenant fails to do so within ten (10) days after demand from Landlord, Tenant constitutes and appoints
Landlord as Tenant’s attorney-in-fact and in Tenant’s name, place and stead to do so. Upon any default by
Landlord in the performance of its obligations under any mortgage, deed of trust, ground lease, leaseback lease or
assignment, Tenant (and any sublessee) shall, notwithstanding any subordination hereunder, attorn to the mortgagee, trustee,
beneficiary, ground lessor, leaseback lessor or assignee thereunder upon demand and become the tenant of the successor in
interest to Landlord, at the option of such successor in interest, and shall execute and deliver any instrument or
instruments confirming the attornment herein provided for.


 


19.2    Sale Of Landlord’s
Interest.    Upon sale, transfer or assignment of Landlord’s entire interest in the Buildings and
the Property, Landlord shall be relieved of its obligations


 






    	 	- 38 -	 



     


    

 


hereunder with respect to liabilities accruing from and after the date
of such sale, transfer or assignment, except as otherwise expressly provided in Section 21.2 hereof.


 


19.3    Estoppel Certificates.    Either Tenant or Landlord (the
 “certifying party”) shall at any time and from time to time, within ten (10) days after written
request by the other party (the “requesting party”), execute, acknowledge and deliver to the requesting
party a certificate in writing stating: (i) that this Lease is unmodified and in full force and effect, or if there have
been any modifications, that this Lease is in full force and effect as modified and stating the date and the nature of each
modification; (ii) the date to which rental and all other sums payable hereunder have been paid; (iii) that the
requesting party is not in default in the performance of any of its obligations under this Lease, that the certifying party
has given no notice of default to the requesting party and that no event has occurred which, but for the expiration of the
applicable time period, would constitute an event of default hereunder, or if the certifying party alleges that any
such default, notice or event has occurred, specifying the same in reasonable detail; and (iv) such other matters as may
reasonably be requested by the requesting party or by any institutional lender, mortgagee, trustee, beneficiary, ground
lessor, sale/leaseback lessor or prospective purchaser of the Property or of Tenant’s leasehold interest therein. Any
such certificate provided under this Section 19.3 may be relied upon by any lender, mortgagee, trustee, beneficiary,
assignee or successor in interest to the requesting party, by any prospective purchaser, by any purchaser on foreclosure or
sale, by any grantee under a deed in lieu of foreclosure of any mortgage or deed of trust on the Property, or by any other
third party. Failure to execute and return within the required time any estoppel certificate requested hereunder shall be
deemed to be an admission of the truth of the matters set forth in the form of certificate submitted to the certifying party
for execution.


 


19.4    Subordination
to CC&R’s.    This Lease, and any permitted sublease entered into by Tenant under the provisions
of this Lease, and the interests in real property conveyed hereby and thereby, shall be subject and subordinate (a) to any
declarations of covenants, conditions and restrictions or other recorded restrictions affecting the Property or the Center from
time to time, which may include easements, access rights and similar non-exclusive use rights and privileges in favor of appropriate
third parties; provided that the terms of such declarations or restrictions are reasonable (or, to the extent they are
not reasonable, are mandated by applicable law), do not materially impair Tenant’s ability to conduct the uses permitted
hereunder on the Property, and do not discriminate against Tenant relative to other similarly situated tenants occupying portions
of the Center, and provided further that except with Tenant’s prior written consent, Landlord shall not enter into
any such future declarations of covenants, conditions and restrictions or other recorded restrictions that are applicable, by
their terms, solely to one or more of the buildings occupied by or leased to Tenant under this Lease (including any buildings
occupied by or leased to Tenant pursuant to Tenant’s exercise of any of the rights contained in Article 6 of this Lease)
and not to any buildings occupied by or leased to other tenants in the Center or, if Tenant exercises its rights under Section 6.3
of this Lease, on the Expansion Property; (b) to the Declaration of Covenants, Conditions and Restrictions and Reciprocal
Easements for Shearwater Project dated January 21, 1998 and recorded on January 22, 1998 as Instrument No. 98-008277,
Official Records of San Mateo County, as amended from time to time (the “Shearwater Declaration”), the provisions
of which Shearwater Declaration are an integral part of this Lease; and (c) to the Covenant and Environmental Restriction
dated as of January 26, 1998 and recorded on February 3, 1998 as Instrument No. 98-013813, Official Records of
San Mateo County, as amended from time to time (the “Environmental Restriction”), the provisions of which
Environmental Restriction are incorporated herein by this reference. Tenant agrees to execute, upon request by Landlord, any documents
reasonably required from time to time to evidence the foregoing subordination.


 


19.5    Mortgagee Protection.


 


(a)    If, in connection with any future
ground lease, mortgage, deed of trust, sale/leaseback transaction or any other hypothecation for security placed upon the Buildings,
the Property, the Center, or any of them, the ground lessor, mortgagee, trustee, beneficiary or leaseback lessor requests any changes
in this Lease as a condition to its willingness to enter into or accept the ground lease, mortgage, deed of trust, sale/leaseback
transaction or other hypothecation for security, then Tenant shall not unreasonably withhold or delay its consent to any such requested
changes and shall execute, at the request of Landlord, an amendment to this Lease incorporating the changes thus reasonably consented
to by Tenant. It shall be deemed reasonable for Tenant to withhold consent to any requested change which imposes a substantial


 






    	 	- 39 -	 



     


    

 


new monetary obligation on Tenant or which otherwise substantially impairs Tenant’s rights under this Lease. Tenant’s
obligations under this Section 19.5(a) shall be conditioned on Tenant’s concurrent receipt, from the ground lessor,
mortgagee, trustee, beneficiary or leaseback lessor, of a Non-Disturbance Agreement in a form reasonably acceptable to Tenant confirming
that so long as Tenant is not in default hereunder, Tenant’s rights hereunder shall not be disturbed by such person or entity.


 


(b)    If, following a default by Landlord
under any mortgage, deed of trust, ground lease, leaseback lease or other security arrangement covering the Buildings, the Property,
the Center or any of them, the Buildings, the Property and/or the Center, as applicable, is acquired by the mortgagee, beneficiary,
master lessor or other secured party, or by any other successor owner, pursuant to a foreclosure, trustee’s sale, sheriff’s
sale, lease termination or other similar procedure (or deed in lieu thereof), then any such person or entity so acquiring the Buildings,
the Property and/or the Center shall not be:


 


(i)    liable for any act
or omission of a prior landlord or owner of the Property and/or the Center (including, but not limited to, Landlord);


 


(ii)    subject to any offsets or defenses
that Tenant may have against any prior landlord or owner of the Property and/or the Center (including, but not limited to, Landlord);


 


(iii)   bound by any rent or additional
rent that Tenant may have paid in advance to any prior landlord or owner of the Property and/or the Center (including, but not
limited to, Landlord) for a period in excess of one month, or by any security deposit, cleaning deposit or other prepaid charge
that Tenant may have paid in advance to any prior landlord or owner (including, but not limited to, Landlord) except to the extent
such deposit or prepaid amount has been expressly turned over to or credited to the successor owner thus acquiring the Property
and/or the Center, as applicable;


 


(iv)  liable for any warranties or
representations of any nature whatsoever, whether pursuant to this Lease or otherwise, by any prior landlord or owner of the Property
and/or the Center (including, but not limited to, Landlord) with respect to the use, construction, zoning, compliance with laws,
title, habitability, fitness for purpose or possession, or physical condition (including, without limitation, environmental matters)
of the Property, the Buildings or the Center; or


 


(v)  liable to Tenant in any amount
beyond the interest of such mortgagee, beneficiary, master lessor or other secured party or successor owner in the Property and
the Center as they exist from time to time, it being the intent of this provision that Tenant shall look solely to the interest
of any such mortgagee, beneficiary, master lessor or other secured party or successor owner in the Property and Center for the
payment and discharge of the landlord’s obligations under this Lease and that such mortgagee, beneficiary, master lessor
or other secured party or successor owner shall have no separate personal liability for any such obligations.


 


20.    SECURITY


 


20.1    Deposit.


 


(a)    Concurrently with Tenant’s
execution of this Lease, Tenant shall deposit with Landlord the sum of Two Million Two Hundred Seventy Thousand Four Hundred Thirty
and No/100 Dollars ($2,270,430.00), which sum (the “Security Deposit”) shall be held by Landlord as security
for the faithful performance of all of the terms, covenants, and conditions of this Lease to be kept and performed by Tenant during
the term hereof. If Tenant defaults with respect to any provision of this Lease, including, without limitation, the provisions
relating to the payment of rental and other sums due hereunder, Landlord shall have the right, but shall not be required, to use,
apply or retain all or any part of the Security Deposit for the payment of rental or any other amount which Landlord may spend
or become obligated to spend by reason of Tenant’s default or to compensate Landlord for any other loss or damage which Landlord
may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or applied, Tenant shall, within
ten (10) days after written demand therefor, deposit cash with Landlord in


 






    	 	- 40 -	 



     


    

 


an amount sufficient to restore the Security Deposit
to its original amount and Tenant’s failure to do so shall be a material breach of this Lease. Landlord shall not be required
to keep any deposit under this Section separate from Landlord’s general funds, and Tenant shall not be entitled to interest
thereon. If Tenant fully and faithfully performs every provision of this Lease to be performed by it, the Security Deposit, or
any balance thereof, shall be returned to Tenant or, at Landlord’s option, to the last assignee of Tenant’s interest
hereunder, at the expiration of the term of this Lease and after Tenant has vacated the Property. In the event of termination of
Landlord’s interest in this Lease, Landlord shall transfer all deposits then held by Landlord under this Section to Landlord’s
successor in interest, whereupon Tenant agrees to release Landlord from all liability for the return of such deposit or the accounting
thereof.


 


(b)    As an alternative to the cash
Security Deposit described in Section 20.1(a), Tenant may instead deliver to Landlord, within ten (10) days after mutual
execution of this Lease, an irrevocable standby letter of credit (the “Letter of Credit”) issued in favor of
Landlord by a federally insured commercial bank or trust company approved in writing by Landlord (which approval shall not be unreasonably
withheld), in form and substance reasonably satisfactory to Landlord, to be held by Landlord as security for the faithful performance
of all the obligations of Tenant under this Lease, subject to the following terms and conditions:


 


(i)    The amount of the
Letter of Credit shall be at least Two Million Two Hundred Seventy Thousand Four Hundred Thirty and No/100 Dollars ($2,270,430.00),
and Tenant shall maintain the Letter of Credit in that amount in full force and effect throughout the term of this Lease (including
any extensions thereof) and until thirty (30) days after the expiration of the term of this Lease, unless Tenant elects at
any time to replace the Letter of Credit with a full cash Security Deposit in compliance with Section 20.1(a). The Letter
of Credit may be for an initial one-year term, with automatic renewal provisions, provided that Landlord shall be given at least
thirty (30) days prior written notice if the Letter of Credit will not be renewed as of any otherwise applicable renewal date
and shall be entitled to draw against the expiring Letter of Credit if a replacement Letter of Credit is not furnished to Landlord
at least twenty (20) days prior to the scheduled expiration date, as provided in Section 20.1(b)(iii)(A) below.


 


(ii)   Landlord
shall be entitled (but shall not be required) to draw against the Letter of Credit and receive and retain the proceeds
thereof upon any default by Tenant in the payment of any rent or other amounts required to be paid by Tenant under this
Lease, or upon the occurrence of any other Event of Default under this Lease. The amount of the draw shall not exceed the
amount of the payments (if any) as to which Tenant is then in default and/or the amount reasonably necessary to cure any
non-monetary Events of Default by Tenant, and shall be applied by Landlord to the cure of the applicable default(s).
Following any partial draw under this paragraph (ii), if Tenant fully cures all outstanding defaults and provides
Landlord with a new Letter of Credit in the full required amount under this Section 20.1(b), Landlord shall surrender
and return to Tenant, within ten (10) days after Tenant’s satisfaction of the foregoing conditions, the Letter of
Credit under which the partial draw was made, and any unapplied cash drawn under such Letter of Credit.


 


(iii)  Landlord shall also be entitled
(but shall not be required) to draw against the Letter of Credit in full and to receive the entire proceeds thereof under either
of the following circumstances:


 


(A)  If the Letter of Credit will
expire as of a date prior to the date thirty (30) days after the expiration of the term of this Lease and Tenant fails to
provide to Landlord an extension or replacement of such Letter of Credit, in at least the minimum amount required under this Section 20.1(b),
at least twenty (20) days prior to the scheduled expiration date of the Letter of Credit; or


 


(B)  If, as a result of a draw against
the Letter of Credit by Landlord or for any other reason, the amount of the Letter of Credit falls below the minimum amount required
to be maintained from time to time pursuant to this Section 20.1(b) and Tenant has failed to cause the Letter of Credit to
be restored to at least the minimum required amount within ten (10) days after written demand by Landlord. Landlord shall
return any unapplied cash to Tenant upon receipt a new Letter of Credit in the full amount required by the terms of the Lease.


 






    	 	- 41 -	 



     


    

 


(iv)    If Landlord draws against the
Letter of Credit in any of the circumstances described in subparagraph (iii) above, Landlord shall use, apply and/or retain
all or any part of the amount drawn for the cure of any then existing defaults under this Lease. Any amount drawn that is not immediately
so used or applied by Landlord shall be retained by Landlord as a cash security deposit, subject to and in accordance with the
provisions of Section 20.1(a).


 


(v)    Any actual or purported withdrawal,
rescission, termination or revocation of the Letter of Credit by the issuer thereof prior to the expiration of the term of this
Lease (except when replaced prior to the effectiveness of such withdrawal, rescission, termination or revocation by a replacement
Letter of Credit as contemplated in Section 20.1(b)(iii)(A) hereof) shall be a material breach of this Lease.


 


21.    MISCELLANEOUS


 


21.1    Notices.    All notices, consents, waivers and other communications which this Lease requires or permits either party
to give to the other shall be in writing and shall be deemed given when delivered personally (including delivery by private same-day
or overnight courier or express delivery service) or by telecopier with mechanical confirmation of transmission, effective upon
personal delivery to or refusal of delivery by the recipient (in the case of personal delivery by any of the means described above)
or upon telecopier transmission during normal business hours at the recipient’s office (in the case of telecopier transmission,
with any transmission outside of normal business hours being effective as of the beginning of the first business day commencing
after the time of actual transmission) to the parties at their respective addresses as follows:


 


	To Tenant:	
        (until Phase I Rent Commencement Date)

        Tularik Inc.

        Two Corporate Drive

        South San Francisco, CA 94080

        Attn: Luis Bayol

        Telecopier: (650) 825-7554

	 	 
	 	
        (after Phase I Rent Commencement Date)

        Tularik Inc.

        _______ Veterans Boulevard

        South San Francisco, CA 94080

        Attn: ___________________

        Telecopier: (650) ___________

        [as specified by Tenant in written notice at or about the Phase
        I Rent Commencement Date]

	 	 
	with a copy to:	
        Cooley Godward LLP

        4401 Eastgate Mall

        San Diego, CA 92121-1909

        Attn: Elizabeth A. Willes, Esq.

        Telecopier: (858) 550-6420




 


	To Landlord:	
        Slough BTC, LLC

        33 West Monroe Street, Suite 2000

        Chicago, IL 60603

        Attn: William Rogalla

        Telecopier: (312) 558-9041
	444 North Michigan Av.

Suite 3230

Chicago, IL 60611



 


	with a copy to:	
        Folger Levin & Kahn LLP

        Embarcadero Center West

        275 Battery Street, 23rd Floor

        San Francisco, CA 94111

        Attn: Donald E. Kelley, Jr., Esq.

        Telecopier: (415) 986-2827

	 	 
	and a copy to:	Britannia Management Services, Inc.



 






    	 	- 42 -	 



     


    

 


		
        1939 Harrison Street, Suite 715

        Oakland, CA 94612

        Telecopier: (510) 763-6262



 


or to such other address as may be contained
in a notice at least fifteen (15) days prior to the address change from either party to the other given pursuant to this Section.
Rental payments and other sums required by this Lease to be paid by Tenant shall be delivered to Landlord in care of Britannia
Management Services, Inc. at the address provided above in this Section, or to such other address as Landlord may from time
to time specify in writing to Tenant, and shall be deemed to be paid only upon actual receipt.


 


21.2    Successors
And Assigns.    The obligations of this Lease shall run with the land, and this Lease shall be binding
upon and inure to the benefit of the parties hereto and their respective successors and assigns, except that the original Landlord
named herein and each successive Landlord under this Lease shall be liable only for obligations accruing during the period of its
ownership of the Property, said liability terminating upon termination of such ownership and passing to the successor lessor.


 


21.3    No
Waiver.    The failure of Landlord to seek redress for violation, or to insist upon the strict performance,
of any covenant or condition of this Lease shall not be deemed a waiver of such violation, or prevent a subsequent act which would
originally have constituted a violation from having all the force and effect of an original violation.


 


21.4    Severability.    If
any provision of this Lease or the application thereof is held to be invalid or unenforceable, the remainder of this Lease or
the application of such provision to persons or circumstances other than those as to which it is invalid or unenforceable shall
not be affected thereby, and each of the provisions of this Lease shall be valid and enforceable, unless enforcement of this Lease
as so invalidated would be unreasonable or grossly inequitable under all the circumstances or would materially frustrate the purposes
of this Lease.


 


21.5    Litigation
Between Parties.    In the event of any litigation or other dispute resolution proceedings between the
parties hereto arising out of or in connection with this Lease, the prevailing party shall be reimbursed for all reasonable costs,
including, but not limited to, reasonable accountants’ fees and attorneys’ fees, incurred in connection with such proceedings
(including, but not limited to, any appellate proceedings relating thereto) or in connection with the enforcement of any judgment
or award rendered in such proceedings. “Prevailing party” within the meaning of this Section shall include,
without limitation, a party who dismisses an action for recovery hereunder in exchange for payment of the sums allegedly due, performance
of covenants allegedly breached or consideration substantially equal to the relief sought in the action.


 


21.6    Surrender.    A
voluntary or other surrender of this Lease by Tenant, or a mutual termination thereof between Landlord and Tenant, shall not result
in a merger but shall, at the option of Landlord, operate either as an assignment to Landlord of any and all existing subleases
and subtenancies, or a termination of all or any existing subleases and subtenancies. This provision shall be contained in any
and all assignments or subleases made pursuant to this Lease.


 


21.7    Interpretation.    The
provisions of this Lease shall be construed as a whole, according to their common meaning, and not strictly for or against Landlord
or Tenant. The captions preceding the text of each Section and subsection hereof are included only for convenience of reference
and shall be disregarded in the construction or interpretation of this Lease.


 


21.8    Entire
Agreement.    This written Lease, together with the exhibits hereto, contains all the representations and
the entire understanding between the parties hereto with respect to the subject matter hereof. Any prior correspondence, memoranda
or agreements are replaced in total by this Lease and the exhibits hereto. This Lease may be modified only by an agreement in writing
signed by each of the parties.


 


21.9    Governing
Law.    This Lease and all exhibits hereto shall be construed and interpreted in accordance with and be
governed by all the provisions of the laws of the State of California.


 






    	 	- 43 -	 



     


    

 


21.10    No
Partnership.    The relationship between Landlord and Tenant is solely that of a lessor and lessee. Nothing
contained in this Lease shall be construed as creating any type or manner of partnership, joint venture or joint enterprise with
or between Landlord and Tenant.


 


21.11    Financial
Information.    From time to time Tenant shall promptly provide directly to prospective lenders and
purchasers of the Property and/or Center designated by Landlord such financial information pertaining to the financial status
of Tenant as Landlord may reasonably request; provided, Tenant shall be permitted to provide such financial
information in a manner which Tenant deems reasonably necessary to protect the confidentiality of such information. In
addition, from time to time, Tenant shall provide Landlord with such financial information pertaining to the financial status
of Tenant as Landlord may reasonably request. Landlord agrees that all financial information supplied to Landlord by Tenant
shall be treated as confidential material, and shall not be disseminated to any party or entity (including any entity
affiliated with Landlord) without Tenant’s prior written consent, except that Landlord shall be entitled to provide
such information, subject to reasonable precautions to protect the confidential nature thereof, (i) to Landlord’s
partners and professional advisors, solely to use in connection with Landlord’s execution and enforcement of this
Lease, and (ii) to prospective lenders and/or purchasers of the Property and/or Center, solely for use in connection
with their bona fide consideration of a proposed financing or purchase of the Property and/or Center. For purposes of this
Section, without limiting the generality of the obligations provided herein, it shall be deemed reasonable for Landlord to
request copies of Tenant’s most recent audited annual financial statements, or, if audited statements have not been
prepared, unaudited financial statements for Tenant’s most recent fiscal year, accompanied by a certificate of
Tenant’s chief financial officer that such financial statements fairly present Tenant’s financial condition as of
the date(s) indicated. Notwithstanding any other provisions of this Section 21.11, during any period in which Tenant
has outstanding a class of publicly traded securities and is filing with the Securities and Exchange Commission, on a regular
basis, Forms 10Q and 10K and any other periodic filings required under the Securities Exchange Act of 1934, as amended, it
shall constitute sufficient compliance under this Section 21.11 for Tenant to furnish Landlord with copies of such
periodic filings substantially concurrently with the filing thereof with the Securities and Exchange Commission.


 


Landlord and Tenant recognize the need of Tenant
to maintain the confidentiality of information regarding its financial status and the need of Landlord to be informed of, and to
provide to prospective lenders and purchasers of the Property and/or Center financial information pertaining to, Tenant’s
financial status. Landlord and Tenant agree to cooperate with each other in achieving these needs within the context of the obligations
set forth in this Section. Landlord also acknowledges and agrees that Tenant’s obligations to furnish information to Landlord
under this Section are in all events subject to Tenant’s compliance with, and may therefore be limited by, applicable securities
laws.


 


21.12    Costs.    If
Tenant requests the consent of Landlord under any provision of this Lease for any act that Tenant proposes to do hereunder, including,
without limitation, assignment of this Lease or subletting of any one or more of the Buildings or any part thereof, Tenant shall,
as a condition to doing any such act and the receipt of such consent, reimburse Landlord promptly for any and all reasonable costs
and expenses incurred by Landlord in connection therewith, including, without limitation, reasonable attorneys’ fees.


 


21.13    Time.    Time
is of the essence of this Lease, and of every term and condition hereof.


 


21.14    Rules And Regulations.    Tenant
shall observe, comply with and obey, and shall cause its employees, agents and, to the best of Tenant’s ability, invitees
to observe, comply with and obey such rules and regulations as Landlord may promulgate from time to time for the safety, care,
cleanliness, order and use of the Improvements, the Property and the Center.


 


21.15    Brokers.    Landlord
agrees to pay a brokerage commission to CRESA Partners (“Tenant’s Broker”), in connection with the consummation
of this Lease in the amount of $6.50 per rentable square foot, payable 50% upon mutual execution of this Lease and 50%, as to each
Building, upon the Rent Commencement Date for such Building or, in the case of the Phase II Building, upon the Rent Commencement
Date for each phase of the Phase II Building (in proportion to the ratio between the square footage covered by such phase and the
total square footage of the Phase II Building). In addition, in the event Tenant exercises the Expansion


 






    	 	- 44 -	 



     


    

 


Option, Landlord shall
pay to Tenant’s Broker a commission on the same terms as set forth in the first sentence of this Section 21.15. Tenant
shall be solely responsible for any claims for brokerage commissions or similar compensation by Tenant’s Broker and/or Mark
Pearson in excess of the amount described in the preceding two sentences. Each party represents and warrants that no other broker
participated in the consummation of this Lease and agrees to indemnify, defend and hold the other party harmless against any liability,
cost or expense, including, without limitation, reasonable attorneys’ fees, arising out of any claims for brokerage commissions
or other similar compensation in connection with any conversations, prior negotiations or other dealings by the indemnifying party
with any other broker.


 


21.16  Memorandum
Of Lease.    At any time during the term of this Lease, either party, at its sole expense, shall be entitled
to record a memorandum of this Lease and, if either party so elects, both parties agree to cooperate in the preparation, execution,
acknowledgement and recordation of such document in reasonable form.


 


21.17  Corporate Authority.    The
person signing this Lease on behalf of Tenant warrants that he or she is fully authorized to do so and, by so doing, to bind Tenant.


 


21.18  Execution and
Delivery.    This Lease may be executed in one or more counterparts and by separate parties on separate
counterparts, but each such counterpart shall constitute an original and all such counterparts together shall constitute one and
the same instrument.


 


21.19  Survival.    Without
limiting survival provisions which would otherwise be implied or construed under applicable law, the provisions of Sections 2.5,
9.4, 11.2, 11.3, 11.4, 13.6, 14.6, 21.5 and 21.20 hereof shall survive the termination of this Lease with respect to matters occurring
prior to the expiration of this Lease.


 


21.20  Parking and
Traffic.


 


(a)    Landlord has advised
Tenant that the approval of the Britannia Oyster Point project by the City of South San Francisco was conditioned upon, among other
things, Landlord’s development and implementation of a Transportation Demand Management Plan (the “TDMP”)
pursuant to which Landlord is required to undertake various measures to try to reduce the volume of traffic generated by the Center.
Landlord covenants with Tenant that Landlord will use reasonable efforts to try to reduce the volume of traffic generated by the
Center, as contemplated by the TDMP, including (but not limited to) substantially complying with any specific measures required
by the City of South San Francisco or its Redevelopment Agency. Tenant hereby agrees (i) to designate one of its employees
to act as a liaison with Landlord’s designated transportation coordinator in facilitating and coordinating such programs
as may be required from time to time by governmental agencies and/or by the terms of the TDMP to reduce the traffic generated by
the Center (as required by the City of South San Francisco as part of the conditions of approval of this project) and to facilitate
and encourage the use of public transportation, (ii) to make reasonable efforts to encourage cooperation and participation
by Tenant’s employees in the programs implemented from time to time pursuant to the TDMP, including (but not limited to)
programs described in this Section 21.20, and (iii) to cooperate with Landlord’s designated transportation coordinator
in identifying an appropriate area within each Building where an information kiosk can be maintained for the dissemination of transportation-related
information, to be updated from time to time by Landlord’s designated transportation coordinator.


 


(b)    The Center is presently
intended to contain a maximum of approximately 2.9 parking spaces per 1,000 square feet of rentable area in the buildings to be
constructed on the Property, subject to approval by appropriate agencies of the City of South San Francisco. Consistent with the
TDMP, a specified percentage (presently anticipated to be ten percent (10%)) of these spaces will be designated for carpool, vanpool
and clean fuel vehicles. Among other things, the City of South San Francisco requires that Landlord charge a monthly parking fee
for each parking space allocated to tenants and their employees. The monthly fee per parking space shall be $20 per parking space
for each Building for the first five (5) years after the Rent Commencement Date for such Building, and shall increase to $30
per parking space for each Building immediately after the fifth (5th) anniversary of the Rent Commencement Date for
such Building. In accordance with the policies and requirements of the City of South San Francisco, Landlord recommends that Tenant
pass through these parking charges to Tenant’s employees using the spaces. (Thus, for example, in years one (1) through
five (5) of the Lease term,


 






    	 	- 45 -	 



     


    

 


assuming an aggregate of 280,200 square feet in the Buildings and 2.9 spaces of parking per 1,000
square feet in the Center, Tenant would have 813 allocable parking spaces at $20 per space per month, for a total monthly parking
fee of $16,260.)


 


(c)    On
or about the date Tenant commences business in the respective Buildings, Landlord intends to provide Tenant, through
Landlord’s designated transportation coordinator, with an appropriate number of packets of employee transportation
information, presently expected to include (but not be limited to) information about carpool parking; schedules and maps for
SamTrans, Caltrain, BART and shuttle services operating to and from the Property; and a bicycle map. Landlord shall
thereafter cause its designated transportation coordinator to provide updated copies of the employee transportation
information packet to Tenant from time to time, as appropriate, and to make additional copies of the packet available to
Tenant from time to time, upon request by Tenant, for new employees. Tenant shall distribute copies of the employee
transportation information packet to all employees commuting to the Property at the time Tenant commences business in the
respective Buildings, shall thereafter distribute copies of the packet to new employees from time to time and shall
distribute updated packets to all employees from time to time when and as such updated packets are furnished to Tenant by
Landlord’s designated transportation coordinator.


 


(d)    Landlord is required
to conduct, pursuant to the TDMP, annual surveys of its tenants and their employees regarding both quantitative and qualitative
aspects of commuting and transportation patterns at the Center. Landlord anticipates that these surveys will be prepared, administered
and analyzed by an independent transportation consultant retained by the City of South San Francisco, and will be summarized by
that consultant in an annual report to be submitted by that consultant to the City of South San Francisco and its Redevelopment
Agency with respect to the Center. Tenant shall cooperate with Landlord, with Landlord’s designated transportation coordinator
and with any independent transportation consultant retained by the City, and shall use reasonable efforts to cause Tenant’s
employees to so cooperate, in the completion and return of such surveys from time to time, when and as requested by Landlord or
its designated transportation coordinator or the independent consultant. Tenant acknowledges and understands that employees who
fail to respond to such surveys will be counted as drive-alone commuters.


 


(e)    Landlord has advised
Tenant that pursuant to conditions imposed by the City of South San Francisco and its Redevelopment Agency, Landlord may incur
financial penalties if implementation of the TDMP at the Center fails to achieve a target rate of at least thirty-five percent
(35%) alternative mode transportation usage (the “Alternative Mode Standard”) by employees working at the Center,
as reflected in the surveys conducted pursuant to Section 21.20(d) above. Any such financial penalties shall be imposed by
the City of South San Francisco Redevelopment Agency (the “Redevelopment Agency”), in its sole discretion, based
on its review of the annual reports submitted from time to time pursuant to Section 21.20(d) above. The amount of such financial
penalties is presently set at $15,000 per year for each percentage point (if any) by which, after a phase-in period (two (2) years
after the granting of a certificate of occupancy) for each building, the aggregate rate of alternative mode transportation usage
by employees throughout the Center falls short of the Alternative Mode Standard. If any such financial penalties are imposed on
Landlord for failure to meet the Alternative Mode Standard on a Center-wide basis for any applicable survey period, then Landlord
shall be entitled to pass such financial penalties through to all tenants of the Center whose employees have failed to demonstrate
(pursuant to the applicable surveys) compliance with the Alternative Mode Standard for the applicable period (each such tenant
being hereinafter referred to as a “Noncomplying Tenant” for that period), in which event the actual penalty
amount shall be allocated among the Noncomplying Tenants for the applicable period in the following manner: Each Noncomplying Tenant
shall bear a portion of the applicable penalty amount equal to a fraction, the numerator of which is the number of employees by
which such Noncomplying Tenant fell short of meeting the Alternative Mode Standard for the applicable period and the denominator
of which is the sum of the respective numbers of employees by which all Noncomplying Tenants, in the aggregate, fell short of meeting
the Alternative Mode Standard for the applicable period. Each such Noncomplying Tenant shall pay its share of the applicable penalty
amount to Landlord within thirty (30) days after receipt of written demand from Landlord, accompanied by supporting documentation
evidencing the applicable penalty amount, as provided by the Redevelopment Agency or its consultant, and demonstrating in reasonable
detail the calculation of such Noncomplying Tenant’s share of that penalty amount. Under no circumstances shall Tenant be
required to bear any portion of any penalties


 






    	 	- 46 -	 



     


    

 


contemplated in this
paragraph with respect to any period as to which Tenant can demonstrate that its employees, as evidenced by the applicable survey(s)
for that period, met the Alternative Mode Standard. If Tenant subleases any portion(s) of any of the Buildings from time to time,
then for purposes of this Section 21.20, as between Tenant and Landlord, Tenant shall be fully and solely responsible for
compliance by its subtenant(s) and their employees with the requirements of this Section 21.20, and all surveys and reports
submitted by Tenant to Landlord or its designated transportation coordinator or to the independent consultant pursuant to this
Section 21.20 shall cover the entire Buildings (other than the retail space in the Phase III Building) and shall report figures
for Tenant and its subtenant(s) on an aggregate basis. Nothing in the preceding sentence, however, shall preclude Tenant, as between
itself and its subtenant(s), from allocating to such subtenant(s) in the applicable sublease agreement any compliance obligations
and/or penalty reimbursement obligations under this Section 21.20(e), but no such allocation shall be binding on Landlord
or require Landlord, its designated transportation


 


[rest of page intentionally left blank;
signature page follows]


 






    	 	- 47 -	 



     


    

 


coordinator or the independent consultant to
deal directly with any such subtenant(s) regarding the matters addressed in this Section 21.20. If Tenant believes, reasonably
and in good faith, that there are circumstances particular to the nature of Tenant’s business operations that would justify
a mitigation of penalties and/or a modification of the implementation of the TDMP as applied to Tenant’s business, and requests
in writing (with supporting information describing, in reasonable detail, the circumstances on which Tenant is relying) that Landlord
present such mitigation or modification arguments to the Redevelopment Agency, then Landlord shall use reasonable and good faith
efforts to present or cause its designated transportation coordinator to present such mitigation and/or modification arguments,
but Tenant acknowledges and understands that any decision with respect to such mitigation and/or modification arguments will be
in the sole discretion of the Redevelopment Agency and agrees that Landlord shall have no liability to Tenant if such mitigation
and/or modification arguments are not accepted by the Redevelopment Agency.


 


IN WITNESS WHEREOF, the parties hereto have
executed this Lease as of the day and year first set forth above.


 


	“Landlord”	 	“Tenant” 
	 	 	 	 	 	 	 
	SLOUGH BTC, LLC, a Delaware	 	TULARIK INC., a Delaware corporation     
	limited liability company	 	 	 	 
	 	 	 	 	 	 	 
	By:	Slough Estates USA Inc., a	 	By:	 /s/ David V. Goeddel
	 	Delaware corporation, Its Manager	 	Its:	CEO
	 	 	 	 	 	 	 
	 	By:	/s/ William Rogalla	 	By:	/s/ William J. Rieflin
	 	Its:	VP	 	Its: 	EVP


 






    	 	- 48 -	 



     


    

 


EXHIBITS


 


	EXHIBIT A	 	Real Property Description (Center)
	EXHIBIT B	 	Site Plan
	EXHIBIT C	 	Workletter
	EXHIBIT D	 	Estimated Construction Schedules
	EXHIBIT E	 	Acknowledgment of Rent Commencement Date


 






     


     


    

 


EXHIBIT A


 


REAL PROPERTY DESCRIPTION (CENTER)


 


All that certain real property in the City
of South San Francisco, County of San Mateo, State of California, more particularly described as follows:


 


Parcels 2, 3, 5 and 6 as shown on the Bay West
Cove Final Subdivision Map, Parcel Map No. 97-027, recorded January 22, 1998 in Book 70, at pages 33-40, File No. 98-008274,
Official Records of San Mateo County, California.


 






     


     


    




EXHIBIT B


 


BRITANNIA OYSTER POINT


 


SITE PLAN





 









     


     


    

 


EXHIBIT C


 


WORKLETTER


 


This Workletter (“Workletter”)
constitutes part of the Build-to-Suit Lease dated as of December 20, 2001 (the “Lease”) between SLOUGH
BTC, LLC, a Delaware limited liability company (“Landlord”), and TULARIK INC., a Delaware corporation (“Tenant”).
The terms of this Workletter are incorporated in the Lease for all purposes.


 


1.            Defined Terms.    As
used in this Workletter, the following capitalized terms have the following meanings:


 


(a)      Approved Plans:
Plans and specifications prepared by the applicable Architect for the respective Improvements and approved by Landlord and, to
the extent applicable, Tenant in accordance with Paragraph 2 of this Workletter, subject to further modification from time
to time to the extent provided in and in accordance with such Paragraph 2.


 


(b)      Architect:
Chamorro Design Group, or any other architect selected by Landlord in its sole discretion, with respect to the respective Building
Shells, the Site Improvements and any other Improvements which Landlord is to design pursuant to this Workletter; any architect
selected by Tenant with the written approval of Landlord (which shall not be unreasonably withheld or delayed) with respect to
the Tenant Improvements and any other Improvements which Tenant is to design pursuant to the this Workletter.


 


(c)       Building Shells:
The shells of the respective Buildings, as more fully described in Schedule C-1 attached to this Workletter, including
the shell of the Connector Bridge (as described in Section 1.1(a) of the Lease).


 


(d)      Change Order
Request: See definition in Paragraph 2(e)(ii) hereof.


 


(e)      Cost of Improvement:
See definition in Paragraph 2(c) hereof.


 


(f)       Final Completion
Certificate: See definition in Paragraph 3(b) hereof.


 


(g)      Final Working
Drawings: See definition in Paragraph 2(a) hereof.


 


(h)      General Contractor:
Hathaway Dinwiddie Construction Company, or any other general contractor selected by Landlord in its sole discretion, with respect
to Landlord’s Work. The General Contractor with respect to Tenant’s Work shall be selected by Tenant, subject to Landlord’s
approval (not to be unreasonably withheld or delayed), as contemplated in Paragraph 5(a) hereof.


 


(i)       Improvements:
The Building Shells, Site Improvements, Tenant Improvements and other improvements shown on the Approved Plans from time to time
and to be constructed on the Property pursuant to the Lease and this Workletter.


 


(j)       Landlord Delay:
See definition in Paragraph 10 hereof.


 


(k)      Landlord’s
Work: The Building Shells and Site Improvements, and any other Improvements which Landlord is to construct or install pursuant
to this Workletter (including, but not limited to, any Tenant Improvements identified in Schedule C-2 to this Workletter
as being Landlord’s responsibility to construct) or by mutual agreement of Landlord and Tenant from time to time.


 


(l)       Punch List Work:
Minor corrections of construction or decoration details, and minor mechanical adjustments, that are required in order to cause
any applicable portion of the Improvements as constructed to conform to the Approved Plans in all material respects and that do
not materially interfere with Tenant’s use or occupancy of the applicable Building and the Property.


 


(m)     Site Improvements:
The parking areas, driveways, landscaping and other improvements to the Common Areas of the Property that are depicted on Exhibit B
to the Lease


 






     


     


    

 


(as the same may be modified by Landlord from
time to time pursuant to the process of development and approval of the Approved Plans).


 


(n)      Structural Completion
Certificate: See definition in Paragraph 3(a) hereof.


 


(o)      Tenant Delay:
Any of the following types of delay in the completion of construction of the Building Shell(s):


 


(i)       Any delay resulting
from Tenant’s failure to furnish, within the time frames required in the Estimated Construction Schedules attached as Exhibit D
to the Lease (or, in the case of any requests for which no specific time frame is specified in such Estimated Construction Schedules,
within the time frame reasonably specified in writing by Landlord or its project manager in making such request), information reasonably
requested by Landlord or by Landlord’s project manager (Project Management Advisors, Inc. or such other person or entity
as Landlord may designate from time to time) in connection with the design or construction of the respective Building Shells, or
from Tenant’s failure to approve within the time frames required in the Estimated Construction Schedules attached as Exhibit D
to the Lease (or, in the case of any requests for which no specific time frame is specified in such Estimated Construction Schedules,
within the time frame reasonably specified in writing by Landlord or its project manager in requesting such approval) any matters
requiring approval by Tenant;


 


(ii)    Any delay resulting
from changes in Landlord’s Final Working Drawings and/or Landlord’s Approved Plans with respect to the Phase IA Building
and/or the Phase IB Building in order to accommodate the construction of the Connector Bridge, under the circumstances and to the
extent provided in Paragraph 2(e)(iii) of this Workletter;


 


(iii)    Any delay resulting
from Change Order Requests initiated by Tenant, including any delay resulting from the need to revise any drawings or obtain further
governmental approvals as a result of any such Change Order Request; or


 


(iv)    Any delay of any
other kind or nature caused by Tenant (or Tenant’s contractors, agents or employees) or resulting from the performance of
Tenant’s Work.


 


(p)      Tenant Improvements:
The improvements to or within the respective Buildings, other than improvements constituting part of the respective Building Shells,
shown on the Approved Plans from time to time and to be constructed by Tenant (except as otherwise provided herein) pursuant to
the Lease and this Workletter, including (but not limited to) the improvements described in Schedule C-2 attached to
this Workletter.


 


(q)      Tenant’s
Work: All of the Improvements other than those constituting Landlord’s Work, and such other materials and improvements
as Tenant deems necessary or appropriate for Tenant’s use and occupancy of the respective Buildings.


 


(r)       Unavoidable Delays:
Delays due to acts of God, action or inaction of public agencies, labor disputes, strikes, fires, freight embargoes, rainy or stormy
weather (but only to the extent such weather prevents the affected party from conducting any substantial element of its construction
work for a period of at least one full work day), inability to obtain supplies, materials, fuels or permits, delays of contractors
or subcontractors, or other causes or contingencies beyond the reasonable control of Landlord or Tenant, as applicable.


 


(s)      Work Deadlines:
The target dates for performance by the applicable party of the steps listed in the Estimated Construction Schedules for the respective
Buildings attached as Exhibit D to the Lease.


 


(t)       Capitalized terms
not otherwise defined in this Workletter shall have the definitions set forth in the Lease.


 


2.            Plans, Cost of
Improvements and Construction.    Landlord and Tenant shall comply with the procedures set forth in this
Paragraph 2 in preparing, delivering and approving matters relating to the Improvements.


 


(a)    Approved
Plans and Working Drawings for Landlord’s Work. Landlord shall promptly and diligently (and in all events prior to any
applicable Work Deadlines, subject to Tenant Delays and Unavoidable Delays) prepare or cause to be prepared plans and specifications


 






    	 	C - 2	 



     


    

 


for the Improvements constituting Landlord’s
Work and for all other Improvements (if any) for which Landlord is expressly assigned design responsibility under Schedule C-2
to this Workletter. Such plans and specifications shall not be subject to Tenant’s approval, except to the extent (and only
to the extent) that Landlord’s Work includes, pursuant to this Workletter or by other mutual agreement of Landlord and Tenant,
any portion of the Tenant Improvements. Landlord shall deliver copies of such plans and specifications to Tenant for Tenant’s
approval (but only to the extent provided in the preceding sentence) and information, to assist Tenant in providing any information
and making any decisions necessary to be provided or made by Tenant in order to permit preparation of Landlord’s Final Working
Drawings as hereinafter defined, and to assist Tenant in preparing plans, specifications and drawings for Tenant’s Work as
hereinafter set forth. Following approval of such plans and specifications by Landlord and, if applicable, by Tenant (as so approved,
the “Landlord’s Approved Plans”), Landlord shall then prepare or cause to be prepared, on or before the
applicable Work Deadline (assuming timely delivery by Tenant of all information and decisions required to be furnished or made
by Tenant in order to permit complete preparation of Landlord’s Final Working Drawings), final detailed working drawings
and specifications for the Improvements constituting Landlord’s Work, including structural, fire protection, life safety,
mechanical and electrical working drawings and final architectural drawings (collectively, “Landlord’s Final Working
Drawings”). Landlord’s Final Working Drawings shall substantially conform to the Landlord’s Approved Plans.
Landlord’s Final Working Drawings shall not be subject to Tenant’s approval, except to the extent (and only to the
extent), as noted above, that Landlord’s Work includes, pursuant to this Workletter or by other mutual agreement of Landlord
and Tenant, any portion of the Tenant Improvements. Landlord shall deliver copies of Landlord’s Final Working Drawings to
Tenant for Tenant’s approval (but only to the extent provided in the preceding sentence) and information, and to assist Tenant
in preparing plans, specifications and drawings for Tenant’s Work as hereinafter set forth. Landlord’s obligation to
deliver Landlord’s Final Working Drawings to Tenant within the time period set forth above shall be extended for any delay
encountered by Landlord as a result of a request by Tenant for changes in accordance with the procedure set forth below, any other
Tenant Delays, or any Unavoidable Delays. To the extent Tenant has any right of approval over Landlord’s proposed plans and
specifications or Landlord’s proposed Final Working Drawings pursuant to the foregoing provisions, no later than the applicable
Work Deadline (assuming timely delivery of plans and drawings by Landlord), Tenant shall either approve (to the extent of Tenant’s
approval right) Landlord’s proposed plans and specifications or Landlord’s proposed Final Working Drawings, as applicable,
or set forth in writing with particularity any changes necessary to bring the aspects of such proposed plans and specifications
or proposed Landlord’s Final Working Drawings over which Tenant has a right of approval into a form which will be acceptable
to Tenant or, in the case of Landlord’s Final Working Drawings, into substantial conformity with the Landlord’s Approved
Plans. Notwithstanding any other provisions of this paragraph (other than the final sentence thereof), in no event shall Tenant
have the right to object to any aspect of the Landlord’s proposed plans and specifications or proposed Landlord’s Final
Working Drawings (including, but not limited to, any subsequently proposed changes therein from time to time) that is necessitated
by applicable law or as a condition of any governmental or other third-party approvals that are required to be obtained in connection
with Landlord’s Work, or that is required as a result of unanticipated conditions encountered in the course of construction
of Landlord’s Work. Failure of Tenant to deliver to Landlord written notice of disapproval and specification of required
changes (to the extent Tenant has a right of approval or objection under this paragraph) on or before the applicable Work Deadline
shall constitute and be deemed to be approval of Landlord’s proposed plans and specifications or proposed Landlord’s
Final Working Drawings, as applicable. Upon approval, actual or deemed, of Landlord’s Final Working Drawings by Landlord
and Tenant (to the extent Tenant has such a right of approval under this paragraph), Landlord’s Final Working Drawings shall
be deemed to be incorporated in and considered part of the Landlord’s Approved Plans, superseding (to the extent of any inconsistencies)
any inconsistent features of the previously existing Landlord’s Approved Plans. Notwithstanding the foregoing provisions
of this paragraph, the parties acknowledge and agree as follows: (i) as to the Building Shells for the Phase IA and Phase
IB Buildings (excluding the Connector Bridge, which has not yet been designed), the plans and specifications for which building
permits have already been issued by the City of South San Francisco constitute Landlord’s Approved Plans for such Building
Shells, subject to any changes


 






    	 	C - 3	 



     


    

 


that may be required in connection with the
design and construction of the Connector Bridge; (ii) as to the Building Shell for the Phase II Building, the plans and specifications
filed with Landlord’s pending permit application with the City of South San Francisco constitute Landlord’s Approved
Plans for such Building Shell, subject to any changes that may be required by the City of South San Francisco in connection with
the issuance of a building permit for such Building Shell; and (iii) Tenant shall have a right of approval over the plans
and specifications to be prepared by Landlord for the shell of the Connector Bridge, which approval shall not be unreasonably withheld
and which right of approval shall be exercised within any applicable Work Deadlines or, to the extent there is no specifically
applicable Work Deadline, within five (5) business days after delivery of plans and specifications for review by Tenant.


 


(b)    Approved Plans
and Working Drawings for Tenant’s Work. Tenant shall promptly and diligently cause to be prepared and delivered to Landlord,
for approval, a space plan and detailed plans and specifications for the Improvements constituting Tenant’s Work (as so approved,
the “Tenant’s Approved Plans”). Landlord shall approve or disapprove of Tenant’s Plans, following
receipt thereof from Tenant, within the applicable number of days specified on the applicable Estimated Construction Schedule(s)
attached as Exhibit D to the Lease. Following mutual approval of the Tenant’s Approved Plans, Tenant shall then
cause to be prepared and delivered to Landlord, for approval, final working drawings and specifications for the Improvements constituting
Tenant’s Work, including any applicable life safety, mechanical and electrical working drawings and final architectural drawings
(collectively, “Tenant’s Final Working Drawings”). Tenant’s Final Working Drawings shall substantially
conform to the Tenant’s Approved Plans. Landlord shall, within the applicable number of days specified on the applicable
Estimated Construction Schedule(s) attached as Exhibit D to the Lease, either approve Tenant’s Final Working
Drawings or set forth in writing with particularity any changes necessary to bring Tenant’s Final Working Drawings into substantial
conformity with Tenant’s Approved Plans or into a form which will be acceptable to Landlord. Upon approval of Tenant’s
Final Working Drawings by Landlord and Tenant, Tenant’s Final Working Drawings shall be deemed to be incorporated in and
considered part of the Tenant’s Approved Plans, superseding (to the extent of any inconsistencies) any inconsistent features
of the previously existing Tenant’s Approved Plans.


 


(c)    Cost of Improvements.
 “Cost of Improvement” shall mean, with respect to any item or component for which a cost must be determined
in order to allocate such cost, or an increase in such cost, to Landlord and/or Tenant pursuant to this Workletter, the sum of
the following (unless otherwise agreed in writing by Landlord and Tenant with respect to any specific item or component or any
category of items or components): (i) all sums paid to contractors or subcontractors for labor and materials furnished in
connection with construction of such item or component; (ii) all costs, expenses, payments, fees and charges (other than penalties)
paid or incurred to or at the direction of any city, county or other governmental or quasi-governmental authority or agency which
are required to be paid in order to obtain all necessary governmental permits, licenses, inspections and approvals relating to
construction of such item or component; (iii) engineering and architectural fees for services rendered in connection with
the design and construction of such item or component (including, but not limited to, the applicable Architect for such item or
component and an electrical engineer, mechanical engineer and civil engineer); (iv) sales and use taxes; (v) testing
and inspection costs; (vi) the cost of power, water and other utility facilities and the cost of collection and removal of
debris required in connection with construction of such item or component; (vii) all other “hard” costs incurred
in the construction of such item or component in accordance with the applicable Approved Plans and this Workletter; and (viii) as
to the Tenant Improvements, all costs and items specifically described as being at Tenant’s cost in Schedules C-1
and C-2 attached hereto. Notwithstanding the foregoing provisions, however, Cost of Improvement shall not include any project
management fee relating to the construction of the applicable item or component, except to the extent of any project management
fees expressly set forth in Schedules C-1 and C-2 attached hereto.


 


(d)    Construction
of Landlord’s Work. Promptly following approval of Landlord’s Final Working Drawings, Landlord shall apply for
and use reasonable efforts to obtain the necessary permits and approvals to allow construction of all Improvements constituting
Landlord’s Work. Upon receipt of such permits and approvals, Landlord shall, at Landlord’s sole expense (except as
otherwise provided in the Lease or in this Workletter), diligently construct and complete the Improvements constituting Landlord’s
Work substantially in accordance with the Landlord’s Approved Plans, subject to Unavoidable Delays and Tenant Delays (if
any). Such construction shall be performed in a neat and workmanlike manner and shall conform to all applicable governmental codes,
laws and regulations in force at the time such work is completed. Without limiting the generality of the foregoing, Landlord shall
be


 






    	 	C - 4	 



     


    

 


responsible for compliance of all Improvements
designed and constructed by Landlord with the requirements of the Americans with Disabilities Act and all similar or related requirements
pertaining to access by persons with disabilities. Landlord shall have the right, in its sole discretion, to decide whether and
to what extent to use union labor on or in connection with Landlord’s Work and shall use the General Contractor designated
or selected pursuant to Paragraph 1(h) to construct all Improvements constituting Landlord’s Work.


 


(e)      Changes.


 


(i)    If Landlord determines
at any time that changes in Landlord’s Final Working Drawings or in any other aspect of the Landlord’s Approved Plans
relating to any item of Landlord’s Work are required as a result of applicable law or governmental requirements, or at the
insistence of any other third party whose approval may be required with respect to the Improvements, or are required as a result
of unanticipated conditions encountered in the course of construction, then Landlord shall promptly (A) advise Tenant of such
circumstances and (B) cause revised Landlord’s Approved Plans and/or Landlord’s Final Working Drawings, as applicable,
reflecting such changes to be prepared by Architect and submitted to Tenant, for Tenant’s information (and to assist Tenant
in determining the need for any related changes in Tenant’s Approved Plans) and, to the extent such changes relate to any
Tenant Improvements being constructed by Landlord pursuant to mutual agreement of Landlord and Tenant or are subject to Tenant’s
approval pursuant to the final sentence of this paragraph, for approval by Tenant in accordance with the procedure contemplated
in Paragraph 2(a) hereof. Upon final approval of such revised drawings by Landlord and Tenant (if applicable), Landlord’s
Final Working Drawings and/or the Landlord’s Approved Plans shall be deemed to be modified accordingly. In the case of any
such changes in Landlord’s Final Working Drawings and/or Landlord’s Approved Plans that are required as a result of
applicable law or governmental requirements, or are required at the insistence of any other third party whose approval is required
with respect to the Improvements, or are required as a result of unanticipated conditions encountered in the course of construction,
Tenant shall have no approval right and Landlord shall have no liability or responsibility for any costs or cost increases incurred
by Tenant as a result of any such required changes. However, in the case of any changes in Landlord’s Final Working Drawings
and/or Landlord’s Approved Plans that are merely deemed desirable by Landlord without being required by any of the circumstances
described in the preceding sentence, (A) Landlord shall not make any such change without Tenant’s written approval,
which approval shall not be unreasonably withheld and which right of approval shall be exercised within five (5) business
days after Tenant’s receipt of Landlord’s request for approval of the proposed change, and (B) Landlord shall
be responsible for all actual costs or cost increases reasonably incurred by Tenant as a result of such changes and shall reimburse
Tenant for any such actual costs or cost increases promptly following receipt of Tenant’s written request for such reimbursement,
accompanied by documentation reasonably supporting Tenant’s claimed costs or cost increases and their relationship to the
changes made by Landlord.


 


(ii)    If Tenant at any
time desires any changes, alterations or additions to the Landlord’s Approved Plans or Landlord’s Final Working Drawings
with respect to any of Landlord’s Work, Tenant shall submit a detailed written request to Landlord specifying such changes,
alterations or additions (a “Change Order Request”). Upon receipt of any such request, Landlord shall promptly
notify Tenant of (A) whether the matters proposed in the Change Order Request are approved by Landlord (which approval shall
not be unreasonably withheld as to any matters relating to Tenant Improvements which are being constructed by Landlord pursuant
to mutual agreement of Landlord and Tenant, but may be granted or withheld by Landlord in its sole discretion as to any other aspects
of Landlord’s Work), (B) Landlord’s estimate of the number of days of delay, if any, which shall be caused by
such Change Order Request if implemented (including, without limitation, delays due to the need to obtain any revised plans or
drawings and any governmental approvals), and (C) Landlord’s estimate of the increase, if any, which shall occur in
the Cost of Improvement for the items or components affected by such Change Order Request if such Change Order Request is implemented
(including, but not limited to, any costs of compliance with laws or governmental regulations that become applicable because of
the implementation of the Change Order Request). If Landlord approves the Change Order Request and Tenant notifies Landlord in
writing, within five (5) business days after receipt of such notice from Landlord, of Tenant’s approval of the Change
Order Request (including the estimated delays and cost increases, if any, described in Landlord’s notice), then Landlord
shall cause such Change Order Request to be implemented and Tenant shall be responsible for all costs or cost increases resulting
from or attributable to the implementation of the Change Order


 






    	 	C - 5	 



     


    

 


Request, subject to the provisions of Paragraph 4
hereof. If Tenant fails to notify Landlord in writing of Tenant’s approval of such Change Order Request within said five
(5) business day period, then such Change Order Request shall be deemed to be withdrawn and shall be of no further effect.


 


(iii)    If Landlord determines
at any time in the course of design and construction of the Connector Bridge that changes in Landlord’s Final Working Drawings
or in any other aspect of the Landlord’s Approved Plans for the Phase IA Building and/or the Phase IB Building are required
in order to accommodate the construction of the Connector Bridge, then Landlord shall promptly (A) advise Tenant of such circumstances
and (B) notify Tenant of Landlord’s estimate of the number of days of delay, if any, which shall be caused in Landlord’s
achievement of structural completion for the Phase IA Building and/or the Phase IB Building as a result of such changes if implemented
(including, without limitation, delays due to the need to obtain any revised plans or drawings and any governmental approvals)
(the “Estimated Delay”). If Tenant notifies Landlord in writing, within five (5) business days after receipt
of such notice from Landlord, of Tenant’s approval of the Connector Bridge design which requires such changes and of Tenant’s
desire to have Landlord proceed with the construction of the Connector Bridge notwithstanding the Estimated Delay (if any), then
Landlord shall cause such changes to be implemented and the amount of the Estimated Delay (if any) as specified in Landlord’s
notice shall constitute a Tenant Delay; provided, however, that notwithstanding the characterization of such changes as
a Tenant Delay and notwithstanding any contrary provisions of the Lease or of this Workletter, under no circumstances shall Tenant
be responsible for any costs or cost increases resulting from or attributable to the implementation of the changes described in
this subparagraph (iii). If Tenant fails to notify Landlord in writing, within said five (5) business day period, of Tenant’s
approval of the Connector Bridge design which requires such changes and of Tenant’s desire to have Landlord proceed with
the construction of the Connector Bridge notwithstanding the estimated delays (if any), then such design changes shall be deemed
to be disapproved and Landlord shall be under no further obligation to construct the Connector Bridge.


 


(iv)    If Tenant at any
time desires to make any changes, alterations or additions to the Tenant’s Approved Plans, such changes, alterations or additions
shall be subject to approval by Landlord in the same manner as the original Tenant’s Approved Plans as provided above.


 


3.            Completion.


 


(a)      When Landlord receives
written certification from Architect that construction of the foundation, structural slab on grade (except to the extent delayed
at Tenant’s request to accommodate Tenant’s design requirements and/or any underslab aspects of Tenant’s Work),
Landlord’s underslab plumbing work, structural steel framework, decking and concrete on second, third and fourth (if applicable)
floors, roof structure, roof membrane and installation of main fire sprinkler risers in a Building have been substantially completed
in accordance with the Landlord’s Approved Plans, Landlord shall prepare and deliver to Tenant a certificate signed by both
Landlord and Architect (the “Structural Completion Certificate”) certifying that the construction of such portions
of the applicable Building has been substantially completed in accordance with the Landlord’s Approved Plans in all material
respects and specifying the date of that completion. The delivery of such Structural Completion Certificate shall commence the
running of the 180-day time period (which period shall be extended day for day by any Landlord Delay, as hereinafter defined, occurring
after the date of delivery of such Structural Completion Certificate) until the Rent Commencement Date for the applicable Building
(or in the case of the Phase II Building, until the Phase IIA Rent Commencement Date) under Section 2.1 of the Lease. Notwithstanding
any other provisions of this Workletter or of the Lease, Landlord’s right to issue a Structural Completion Certificate with
respect to the respective Phase I Buildings shall be determined without reference to the degree of completion of the Connector
Bridge, and any delay in the construction or structural completion of the shell for the Connector Bridge shall not delay the determination
of structural completion or the Rent Commencement Date for either of the Phase I Buildings, treating each of such Buildings (without
the Connector Bridge) as a stand-alone building and ignoring, for this purpose, any lack of completion of Landlord’s Work
at and in the immediate vicinity of the point of attachment of the Connector Bridge to the applicable Building.


 


(b)      When Landlord receives
written certification from Architect that construction of the remaining Improvements constituting Landlord’s Work with respect
to a Building has been


 






    	 	C - 6	 



     


    

 


substantially
completed in accordance with the Landlord’s Approved Plans (except for Punch List Work), Landlord shall prepare and
deliver to Tenant a certificate signed by both Landlord and Architect (the “Final Completion Certificate”)
certifying that the construction of the remaining Improvements constituting Landlord’s Work with respect to such
Building has been substantially completed in accordance with the Landlord’s Approved Plans in all material respects,
subject only to completion of Punch List Work, and specifying the date of that completion. Upon receipt by Tenant of the
Final Completion Certificate, the Improvements constituting Landlord’s Work will be deemed delivered to Tenant for all
purposes of the Lease (subject to Landlord’s continuing obligations with respect to the Punch List Work).
Notwithstanding any other provisions of this Workletter or of the Lease, Landlord’s right to issue a Final Completion
Certificate with respect to the respective Phase I Buildings shall be determined without reference to the degree of
completion of the Connector Bridge, and any delay in the construction or final completion of the shell for the Connector
Bridge shall not delay the determination of final completion or the Rent Commencement Date for either of the Phase I
Buildings, treating each of such Buildings (without the Connector Bridge) as a stand-alone building and ignoring, for this
purpose, any lack of completion of Landlord’s Work at and in the immediate vicinity of the point of attachment of the
Connector Bridge to the applicable Building.


 


(c)       Notwithstanding
any other provisions of this Workletter or of the Lease, Rent Commencement Dates for the applicable Buildings shall be subject
to adjustment under the following circumstances:


 


(i)    If Landlord is delayed
in substantially completing any of Landlord’s Work necessary for issuance of the Structural Completion Certificate with respect
to a Building as a result of any Tenant Delay, then the 180-day period between the delivery of the Structural Completion Certificate
and the Rent Commencement Date for such Building pursuant to Section 2.1 of the Lease shall be reduced, day for day, by the
number of days by which such Tenant Delay delayed completion of the portions of Landlord’s Work necessary for issuance of
the Structural Completion Certificate for such Building, and Tenant shall reimburse Landlord in cash, within fifteen (15) days
after written demand by Landlord (accompanied by reasonable documentation of the items claimed), for any increased construction-related
costs and expenses incurred by Landlord as a result of the Tenant Delay (except to the extent otherwise expressly provided in Paragraph 2(e)(iii) of
this Workletter).


 


(ii)    If Tenant is delayed
in substantially completing any of Tenant’s Work necessary for Tenant’s occupancy of and commencement of business in
a Building as a result of any Landlord Delay, then the 180-day period between the delivery of the Structural Completion Certificate
and the Rent Commencement Date for such Building pursuant to Section 2.1 of the Lease shall be extended, day for day, by the
number of days by which such Landlord Delay delayed completion of the portions of Tenant’s Work necessary for Tenant’s
occupancy of and commencement of business in such Building.


 


(iii)    Rent Commencement
Dates shall also be subject to adjustment under the circumstances and to the extent provided in Section 2.1(c) of the Lease,
if applicable.


 


(d)      At any time within
thirty (30) days after delivery of the Structural Completion Certificate or the Final Completion Certificate, as applicable,
for a Building, Tenant shall be entitled to submit one or more lists to Landlord specifying Punch List Work to be performed on
the applicable Improvements constituting Landlord’s Work with respect to such Building, and upon receipt of such list(s),
Landlord shall diligently complete such Punch List Work at Landlord’s sole expense. Promptly after Landlord provides Tenant
with the Final Completion Certificate for a Building, Landlord shall cause the recordation of a Notice of Completion (as defined
in Section 3093 of the California Civil Code) with respect to Landlord’s Work for such Building.


 


4.            Payment of Costs.


 


(a)      Landlord’s
Work. Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth
in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction
of Landlord’s Work shall be borne by Landlord at its sole cost and expense, including any costs or cost increases incurred
as a result of Unavoidable Delays, governmental requirements or unanticipated conditions; provided, however, that notwithstanding
any other provisions of this


 






    	 	C - 7	 



     


    

 


Paragraph 4(a), to the extent the Cost
of Improvement relating to the construction of any item or component of Landlord’s Work is increased as a result of any implemented
Change Order Request or any Tenant Delay, or as a result of any other plan changes or compliance costs attributable to Tenant’s
particular use requirements or to the contemplated Tenant’s Work, the amount of the increase in the Cost of Improvement with
respect to such item or component, as well as the Cost of Improvement with respect to any matters listed on Schedule C-1
or C-2 as being installed by Landlord but as having the cost thereof borne by Tenant, shall be reimbursed by Tenant to Landlord
in cash or, by mutual agreement of Landlord and Tenant, may be deducted from Landlord’s maximum obligation under Paragraph 4(b)
with respect to the cost of Tenant’s Work.


 


(b)      Tenant’s
Work. Except as otherwise expressly provided in this Workletter (including, but not limited to, the cost allocations set forth
in Schedules C-1 and C-2 attached hereto) or by mutual written agreement of Landlord and Tenant, the cost of construction
of Tenant’s Work shall be borne by Tenant at its sole cost and expense, including any costs or cost increases incurred as
a result of Unavoidable Delays, governmental requirements or unanticipated conditions. Notwithstanding the foregoing sentence,
the Cost of Improvements with respect to the construction of the Tenant Improvements in each Building shall be borne by Landlord
up to a maximum contribution by Landlord equal to One Hundred Ninety and No/100 Dollars ($190.00) per square foot, in the case
of each of the Phase I Buildings (including the Connector Bridge), and One Hundred Forty-Five and No/100 Dollars ($145.00) per
square foot, in the case of each phase of the Phase II Building, times the square footage of the applicable Building, as and when
constructed (measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease), toward the Cost of Improvements for the Tenant
Improvements in the respective Buildings (the “Tenant Improvement Allowance”), less any reduction in such sum
pursuant to Paragraph 4(a) or any other applicable provision of this Workletter. Tenant shall be entitled to utilize the entire
Tenant Improvement Allowance for each respective Building or phase prior to being required to expend any of Tenant’s own
funds on an unreimbursed basis for Tenant Improvements in such Building or phase. In all other respects, the timing, conditions
and other procedures for Landlord’s disbursement of the Tenant Improvement Allowance for each Building or phase shall be
as reasonably prescribed by Landlord, subject to approval by Tenant (which approval shall not be unreasonably withheld or delayed
by Tenant); provided, however, that progress payments of the Tenant Improvement Allowance shall be made not less often than
monthly, subject to Tenant’s timely compliance with all applicable conditions and procedures established pursuant to this
sentence. To the extent the Cost of Improvement with respect to the Tenant Improvements for any Building or Phase exceeds the Tenant
Improvement Allowance (as reduced, if applicable), whether as a result of implemented Change Order Requests, Tenant Delays and/or
Unavoidable Delays or otherwise, the amount of such excess shall in all events be Tenant’s sole responsibility and expense.
The rental amounts set forth in Section 3.1 of the Lease are not subject to adjustment based on the Cost of Improvements of
the Tenant Improvements, regardless of whether the final Cost of Improvements for the Tenant Improvements in any Building or Phase
uses the entire Tenant Improvement Allowance or not. The foregoing Tenant Improvement Allowance assumes that each Phase I Building
will be composed of a minimum of 65% laboratory space and a maximum of 35% office space, and that the Phase II Building will be
composed of a minimum of 50% laboratory space and a maximum of 50% office space, and such Tenant Improvement Allowance shall be
subject to reduction (and/or to disapproval by Landlord of Tenant’s proposed plans and specifications for the Tenant Improvements
in the applicable Building) if the proposed laboratory space in a Building is less than the minimum percentage specified in this
sentence. The square footage attributable to the Connector Bridge shall be disregarded for purposes of applying the ratios set
forth in the preceding sentence to the Phase I Buildings.


 


(c)       Tenant Funding
of Tenant Improvement Allowance. If Landlord fails to timely fulfill its obligation to fund any portion of the Tenant Improvement
Allowance pursuant to Paragraph 4(b) above, Tenant shall be entitled to deliver written notice thereof (a “Payment
Notice”) to Landlord. If Landlord still fails to fulfill any such payment obligation within seventy-five (75) days
after Landlord’s receipt of the Payment Notice from Tenant and fails to deliver written notice to Tenant within such 75-day
period explaining the reasons for which Landlord believes that the amounts described in Tenant’s Payment Notice are not in
fact due and payable by Landlord, then Tenant shall be entitled to fund the portion of the Tenant Improvement Allowance described
in the Payment Notice and to offset the amount so funded,


 






    	 	C - 8	 



     


    

 


together with interest at the prime rate plus
two percentage points (2%) from the date of funding until the date of offset, against Tenant’s next obligations to pay Rent
under the Lease.


 


5.            Tenant’s
Work.    Tenant shall construct and install in each Building or Phase the Tenant’s Work, substantially
in accordance with the Tenant’s Approved Plans or, with respect to Tenant’s Work not otherwise shown on the Tenant’s
Approved Plans, substantially in accordance with plans and specifications prepared by Tenant and approved in writing by Landlord
(which approval shall not be unreasonably withheld or delayed). Tenant’s Work shall be performed in accordance with, and
shall in all respects be subject to, the terms and conditions of the Lease (to the extent not inconsistent with this Workletter),
and shall also be subject to the following conditions:


 


(a)      Contractor Requirements.
The contractor engaged by Tenant for Tenant’s Work, and any subcontractors, shall be duly licensed in California and shall
be subject to Landlord’s prior written approval, which approval shall not be unreasonably withheld or delayed. Tenant shall
engage only union contractors for the construction of Tenant’s Work and for the installation of Tenant’s fixtures and
equipment in the Buildings, and shall require all such contractors engaged by Tenant, and all of their subcontractors, to use only
union labor on or in connection with such work, except to the extent Landlord determines, in its reasonable discretion, that the
use of non-union labor would not create a material risk of labor disputes, picketing or work interruptions at the Property, in
which event Landlord shall, to that extent, waive such union labor requirement.


 


(b)      Costs and Expenses
of Tenant’s Work. Subject to Landlord’s payment or reimbursement obligations under Paragraph 4(b) hereof with
respect to the Tenant Improvement Allowance, Tenant shall promptly pay all costs and expenses arising out of the performance of
Tenant’s Work (including the costs of permits) and shall furnish Landlord with evidence of payment on request. Tenant shall
provide Landlord with ten (10) days’ prior written notice before commencing any Tenant’s Work. On completion of
Tenant’s Work (assuming Landlord has complied with its payment or reimbursement obligations under Paragraph 4(b) hereof),
Tenant shall deliver to Landlord a release and unconditional lien waiver executed by each contractor, subcontractor and materialman
involved in the performance of Tenant’s Work. If any lien is filed against the Property or against Tenant’s leasehold
interest, Tenant shall obtain, within ten (10) days after the filing, the release or discharge of that lien. If Tenant fails
to do so, Landlord shall have the right (but not the obligation) to obtain the release or discharge of the lien and Tenant shall,
within fifteen (15) days after written demand by Landlord (accompanied by reasonable documentation of the items claimed),
reimburse Landlord for all costs, including (but not limited to) reasonable attorneys’ fees, incurred by Landlord in obtaining
the release or discharge of such lien, together with interest from the date of demand at the interest rate set forth in Section 3.2
of the Lease.


 


(c)      Indemnification.
Tenant shall indemnify, defend (with counsel satisfactory to Landlord) and hold Landlord and its agents and employees harmless
from all suits, claims, actions, losses, costs and expenses (including, but not limited to, claims for workers’ compensation,
attorneys’ fees and costs) based on personal injury or property damage or contract claims (including, but not limited to,
claims for breach of warranty) arising from the performance of Tenant’s Work, including (but not limited to) from any early
access to the Property by Tenant and its contractors in preparation for Tenant’s Work as contemplated in Section 2.2
of the Lease and in this Workletter. Tenant shall repair or replace (or, at Landlord’s election, reimburse Landlord for the
cost of repairing or replacing) any portion of the Improvements and/or any of Landlord’s real or personal property or equipment
that is damaged, lost or destroyed in the course of or in connection with the performance of Tenant’s Work.


 


(d)      Insurance.
Tenant’s contractors shall obtain and provide to Landlord certificates evidencing workers’ compensation, public liability,
and property damage insurance in amounts and forms and with companies reasonably satisfactory to Landlord.


 


(e)       Rules and Regulations.
Tenant and Tenant’s contractors shall comply with any other reasonable rules, regulations and requirements that Landlord
or Landlord’s General Contractor or project manager may impose from time to time with respect to the performance of Tenant’s
Work. Tenant’s agreement with Tenant’s contractors shall require each contractor to provide daily cleanup of the construction
area to the extent that such cleanup is necessitated by the performance of Tenant’s Work.


 






    	 	C - 9	 



     


    

 


(f)       Early Entry.
Landlord shall permit entry of contractors into the Buildings for the purposes of performing Tenant’s Work, upon delivery
of the Structural Completion Certificate and, to the extent provided in Section 2.2 of the Lease, prior to such delivery,
subject to satisfaction of the conditions set forth in the Lease and in this Workletter. This license to enter is expressly conditioned
on the contractor(s) retained by Tenant working in harmony with, and not interfering with, the workers, mechanics and contractors
of Landlord. If at any time the entry or work by Tenant’s contractor(s) causes any material interference with the workers,
mechanics or contractors of Landlord, permission to enter may be withdrawn by Landlord immediately on written notice to Tenant.
Landlord agrees to use reasonable efforts to cause its workers, mechanics and contractors to work in harmony with Tenant’s
contractors. Any unreasonable exclusion of Tenant’s contractors from the Buildings shall be a Landlord Delay to the extent
provided in the definition of that term.


 


(g)      Risk of Loss.
All materials, work, installations and decorations of any nature brought onto or installed in the Buildings, by or at the direction
of Tenant or in connection with the performance of Tenant’s Work, before the applicable Rent Commencement Date shall be at
Tenant’s risk, and neither Landlord nor any party acting on Landlord’s behalf shall be responsible for any damage,
loss or destruction thereof.


 


(h)      Condition of
Tenant’s Work. All work performed by Tenant shall be performed in a good and workmanlike manner, shall be free from defects
in design, materials and workmanship, and shall be completed in compliance with the plans approved by Landlord for such Tenant’s
Work in all material respects and in compliance with all applicable governmental laws, ordinances, codes and regulations in force
at the time such work is completed. Without limiting the generality of the foregoing, Tenant shall be responsible for compliance
of all Improvements designed and constructed by Tenant with the requirements of the Americans with Disabilities Act and all similar
or related requirements pertaining to access by persons with disabilities.


 


6.            [Omitted.]


 


7.            No Agency.    Nothing
contained in this Workletter shall make or constitute Tenant as the agent of Landlord.


 


8.            Survival.     Without
limiting survival provisions which would otherwise be implied or construed under applicable law, the provisions of Paragraph 5(c)
of this Workletter shall survive the termination of the Lease with respect to matters occurring prior to expiration of the Lease.


 


9.            Miscellaneous.    All
references in this Workletter to a number of days shall be construed to refer to calendar days, unless otherwise specified herein.
In all instances where Tenant’s approval is required, if no written notice of disapproval is given within the applicable
time period, at the end of that period Tenant shall be deemed to have given approval (unless the provision requiring Tenant’s
approval expressly states that non-response is deemed to be a disapproval or withdrawal of the pending action or request, in which
event such express statement shall be controlling over the general statement set forth in this sentence) and the next succeeding
time period shall commence. If any item requiring approval is disapproved by Tenant in a timely manner, the procedure for preparation
of that item and approval shall be repeated.


 


10.          Landlord Delay.    As
used in this Workletter and the Lease, “Landlord Delay” shall mean any of the following types of delay in the
completion of construction of the Tenant Improvements necessary for Tenant’s occupancy of and commencement of business in
the respective Buildings or phases, but only to the extent of the actual delay reasonably attributable to the causes or circumstances
described herein and directly or proximately caused by such causes or circumstances after the delivery of Landlord’s Structural
Completion Certificate for the applicable Building or phase:


 


(a)       Any delay resulting
from Landlord’s failure to approve within the time frames required in the Estimated Construction Schedules attached as Exhibit D
to the Lease (or, in the case of any requests for which no specific time frame is specified in such Estimated Construction Schedules,
within the time frame reasonably specified in writing by Tenant or its construction manager in requesting such approval) any matters
requiring approval by Landlord;


 






    	 	C - 10	 



     


    

 


(b)      Any delay resulting
from any unreasonable or wrongful denial by Landlord or its agents or contractors to Tenant or its agents or contractors of access
to the applicable Building or phase, or from any negligent or willful acts or omissions of Landlord or its agents or contractors
that interfere materially and unreasonably (beyond reasonable and customary accommodations and coordination issues necessarily
involved in the conduct of concurrent work in the applicable premises by Landlord and Tenant) with the actual construction of Tenant’s
Work; or


 


(c)       Any delay resulting
from changes by Landlord in Landlord’s approved Final Working Drawings and/or Landlord’s Approved Plans that are merely
deemed desirable by Landlord without being required by any of the circumstances described in the next to last sentence of Paragraph 2(e)(i) of
this Workletter.


 


11.          Financial Information.    In
August 2002, upon written request by Tenant, Landlord agrees to provide to Tenant, for Tenant’s review, copies of the
most recently available financial statements for Landlord and for Landlord’s manager and sole member, Slough Estates USA Inc.
Tenant agrees that such financial statements shall be treated as confidential material, and shall not be disseminated to any person
or entity (including, but not limited to, any prospective subtenants of Tenant’s existing premises in South San Francisco)
without Landlord’s prior written consent, except that Tenant shall be entitled to provide such information, subject to reasonable
precautions to protect the confidential nature thereof, to Tenant’s officers, directors and professional advisors, solely
to use in connection with Tenant’s analysis and enforcement of its rights under the Lease and this Workletter.


 


IN WITNESS WHEREOF, the parties have executed
this Workletter concurrently with and as of the date of the Lease.


 





	“Landlord”	 	“Tenant” 
	 	 	 
	SLOUGH
    BTC, LLC, a Delaware	 	TULARIK
    INC., a Delaware corporation
	limited
    liability company	 	 




 





	By:	Slough Estates USA Inc., a	 	By: 	/s/ David V. Goeddel
	 	Delaware corporation, Its Manager	 	Its: 	CEO
	 	 	 	 	 	 
	 	By:	/s/ William Rogalla	 	By:	/s/ William J. Rieflin
	 	Its:	VP	 	Its:	EVP




 






    	 	C - 11	 



     


    

 


Schedule C-1 to Workletter


 


BUILDING SHELL


 


The “Building Shell”
as defined in the Workletter to which this Schedule C-1 is attached shall consist of the following:


 


Building envelope and waterproofing (the Building
 “shell”), except as specifically indicated as being included in Tenant Improvements under Schedule C-2,
including: reinforced grade beam foundation on prestressed concrete piles; ground floor to be reinforced concrete slab supported
by concrete piles; second, third and fourth (where applicable) floors to have metal decking with concrete topping slab; roof structure
to be metal deck with concrete for mass dampening in areas to receive mechanical equipment and to include a mechanical penthouse;
roof membrane to be built-up system, four-ply including mineral fiber cap sheet, with flashing and sealants; building structural
framing to consist of steel beams, girders, columns with a non-bearing exterior curtain wall; seismic system utilizing steel braced
frames; floor system designed with live load capacity of 100 psf; roof live load to be 20 psf with minimum of 50 psf (more if required)
in all areas within the roofscreen and mechanical penthouse; floor to floor heights of 17 feet, all three (or four) floors.


 


All other structural work except that driven
specifically by Tenant Improvements programming (e.g., interior masonry walls)


 


Main Building entrances plus 14’ 6”
rollup door


 


Building code required primary structure fireproofing,
1 hour deck at elevated floors


 


Building code required stairs


 


Pit and jack for elevator; framed openings
at 2nd and 3rd floors (and 4th floors where applicable); pits/openings sized for 5’ 8” × 8’
5” deep inside clear dimension if Tenant provides elevator selection information prior to design completion by Landlord.


 


Exterior hardscape and landscape, except as
specifically included in Tenant Improvements under Schedule C-2


 


Polyethylene vapor barrier under slab on grade


 


Site underground water, fire, storm and sanitary
service to 5’ outside Building line; sanitary to include monitoring manhole if required by City (but not including any connection,
capacity or service fees associated with or imposed in connection with the construction of such manhole)


 


Building storm and overflow drainage systems


 


Site underground conduits for “normal”
electrical and communications, terminated within the Building, including at least two 4” Pac Bell conduits into Building.


 


Electrical utility pad and transformer, and
primary and secondary service conduits terminated at building switchgear location for TI-provided electrical service. Sizing for
Building shall be a 3000A service, unless not approved by PG&E based on Tenant loads and demands.


 


Gas service to exterior meter at Building.


 


Wet fire protection (risers, loops, branches
and heads), evenly distributed for “ordinary hazard-group 2” occupancy, including plug T’s to accommodate three
branch lines per bay, .20/3000 sf.


 


Shell design and permitting fees, except as
specifically included in Tenant Improvements under Schedule C-2


 


Vented deck at 2nd and 3rd
floors


 


Temporary project fencing


 


Construction lift for contractor access and
stocking of materials (split with TI-50%)


 


Underslab plumbing and main trunk line for
sanitary waste and lab waste (lab waste cost split 50
/ 50 between shell and TI)


 


Rigid roof insulation


 


Site directional signage program: a) “Tularik
Main Lobby ->”; b) “Tularik shipping/receiving ->”; c) “Tularik Building A->”
d) “Tularik Building B->”; e) “Tularik Building E ->”. $5,000 allowance by Landlord; balance
chargeable to Tenant under TI


 






     


     


    

 


Schedule C-2 to Workletter


 


TENANT IMPROVEMENTS


 


The “Tenant Improvements”
as defined in the Workletter to which this Schedule C-2 is attached may include, but shall not necessarily be
limited to, the following:


 


All tenant construction, design fees, fixtures,
furnishings, etc. to support tenant operations, including use space, offices, lobbies, circulation, restrooms and all other features
not indicated as part of the Building Shell in Schedule C-1


 


Service Yard foundations, structure, enclosure
and waterproofing


 


Shipping/receiving/dock equipment and bollards


 


Exterior Building skin modifications to support
TI systems (e.g., louvers for HVAC accommodation)


 


Outdoor lounge and eating area


 


Topical emission barriers at slab on grade,
if moisture test exceeds 3 lbs. Vapor barrier to be @ VCT, sheet vinyl and epoxy floor areas only. (cost split 50/50 with Shell)


 


Slab depressions for special finishes or special
uses


 


Enhancement of structure for live loading above
100 PSF or vibration control criteria


 


Modification of structure for openings at floors
and roof


 


Modification or repair of structure fireproofing
required by TI construction


 


All minor support structures for ducts, conduits,
pipes, etc.


 


Stair enclosures


 


Stair penthouse, if required


 


Exterior wall insulation


 


Firesafing at floor decks, exterior wall and
interior openings


 


Custom doors


 


Security or other upgrades to exterior doors


 


Wallboard capture trim at exterior window wall


 


Visual screens for rooftop equipment


 


Supports, sleepers, etc. for all rooftop equipment,
ducts, plumbing, electrical, etc.


 


Roof patching for all penetrations relating
to Tenant Improvements


 


Skylights, if used, including curbs, roof patching,
etc.


 


Elevator cab and equipment, except for pit
and jack


 


Shaft walls or other fire separations required
for vertical openings (stairs, elevators) or control zones


 


Distribution/laterals from Building main trunk
line for sanitary waste


 


All underground plumbing (distribution/laterals)
and related systems and fixtures for lab waste. Cost of main trunk line for lab waste split 50-50 with shell.


 


Modifications/enhancements to wet fire protection
systems required by TI design


 


Fire alarm and signal systems


 


All secondary electrical service for Tenant
demand loads, including 3000A main service disconnect, Tenant meter section and distribution panels


 


Standby electrical generator, if required


 






    	 	Schedule C-2, Page 1 of 2	 



     



    

 


All electrical communications wire and service
not included in Building Shell


 


All TI design fees and reimbursables


 


All other “soft” costs, including
TI permit fees, utility capacity or connection charges


 


All testing and inspection of TI construction


 


Construction lift for contractor access and
stocking of materials (split with shell – 50%)


 






    	 	Schedule C-2, Page 2 of 2	 



     



    

 


EXHIBIT D


 


ESTIMATED CONSTRUCTION SCHEDULES


 


[attached]


 






     


     


    



 





 






     


     


    

 





 






     


     


    

 





 






     


     


    

 





 






     


     


    

 





 






     


     


    

 





 






     

     


    

 


EXHIBIT E


 


ACKNOWLEDGMENT OF RENT COMMENCEMENT DATE


 


This
Acknowledgment is executed as of __________________, 200_____, by SLOUGH BTC, LLC, a Delaware limited liability company
(“Landlord”), and TULARIK INC., a Delaware corporation (“Tenant”), pursuant to Section
2.4 of the Build-to-Suit Lease dated December _____, 2001 between Landlord and Tenant (the “Lease”)
covering premises located at __________ Veterans Boulevard, South San Francisco, CA 94080 (the Phase ____ Building,
hereinafter referred to as the “Building”). [In the case of the Phase II Building: This Acknowledgment
covers Phase II____ of Tenant’s occupancy of the Building.]


 


Landlord and Tenant
hereby acknowledge and agree as follows:


 


1.          The
Rent Commencement Date for [Phase II______ of] the Building under the Lease is ___________________, 200_____.


 


2.          The
termination date under the Lease (if determinable at this time) shall be ______________________, 201___, subject to any applicable
provisions of the Lease for extension or early termination thereof.


 


3.          The
square footage of the Building, as finally designed and built, measured in accordance with Sections 1.1(c) and 3.1(d) of the Lease,
is _______square feet. [The square footage of Phase II ____ of the Phase II Building is ______________ square feet.]


 


4.          Tenant
accepts [Phase II_____ of] the Building and acknowledges the satisfactory completion of all Improvements thereon required to
be made by Landlord, subject only to any applicable “punch list” or similar procedures specifically provided
under the Lease or under the Workletter governing such work.


 


EXECUTED as of the
date first set forth above.


 





	“Landlord”	 	“Tenant”
	 	 	 
	SLOUGH BTC, LLC, a Delaware limited	 	TULARIK INC., a Delaware corporation
	liability company	 	 
	 	 	 
	By:   	Slough Estates USA Inc., a	    	By: 	 
	 	Delaware corporation, Its Manager	 	Its: 	 
	 	 	 
	 	By: 	 	     	By: 	 
	 	Its: 	 	 	Its: 	 


















     


     


    

 


FIFTH AMENDMENT TO BUILD-TO-SUIT LEASE


AND SECOND AMENDMENT TO WORKLETTER


 


THIS FIFTH AMENDMENT
TO BUILD-TO-SUIT LEASE AND SECOND AMENDMENT TO WORKLETTER (“Amendment”) is dated as of June 19, 2006
(the “Phase II Lease Commencement Date”) and is entered into by and between SLOUGH BTC, LLC, a Delaware limited
liability company (“Landlord”) and AMGEN INC., a Delaware corporation (“Tenant”), with reference
to the following facts:


 


Recitals


 


A.           Landlord
and Tenant (as successor to Tularik Inc.) are parties to (1) a Build-to-Suit Lease dated as of December 20, 2001, as amended
by that certain First Amendment to Build-to-Suit Lease dated as of January 22, 2003, that certain Second Amendment to
Build-to-Suit Lease dated as of March 26, 2004, that certain Third Amendment to Build-to-Suit Lease dated as of August 12,
2004, and that certain Fourth Amendment to Build-to-Suit Lease and First Amendment to Workletter dated as of June, 19, 2006
(collectively, as amended, the “Lease”), covering the [redacted] buildings
in Phase I of the Britannia Oyster Point research and development center in South San Francisco, California (the
 “Center”) [redacted] (collectively, the “Phase I
Buildings”), and (2) a Workletter dated as of December 20, 2001, as amended by that certain Fourth Amendment to
Build-to-Suit Lease and First Amendment to Workletter dated as of June 19, 2006 (collectively, as amended, the
 “Workletter”), covering various aspects of the construction of the respective Building Shells for the
Phase I Buildings and of the construction of Tenant Improvements in the respective Phase I Buildings. Tenant is already
occupying Phase I Buildings A and B; Phase I Building E is under construction for projected occupancy by Tenant on or about
January 1, 2007; the shell of Phase I Building D has been constructed, and the interior improvements therein will be
constructed by Tenant for projected occupancy on or after November 1, 2006.


 


B.           Landlord
is in the process of developing the site adjacent to the easterly side of Phase I of the Center as a second phase (“Phase
II”) consisting of three additional buildings and related site improvements. A site plan for Phase II is attached to this
Amendment as Exhibit A and incorporated herein by this reference (the “Phase II Site Plan”). As used herein,
the phrase “Phase II Buildings” refers to Building A (a four-story steel frame building totaling approximately
115,000 square feet) and Building B (a four-story steel frame building totaling approximately 122,000 square feet), to be constructed
as part of Phase II in approximately the locations designated for them on the Site Plan. Landlord and Tenant wish to add the Phase
II Buildings to the Buildings covered by the Lease and to add the Phase II site to the Property covered by the Lease, and in connection
therewith to modify certain provisions of the Lease and Workletter and certain of the parties’ respective rights and obligations
thereunder, all subject to and as more particularly set forth in this Amendment. This Amendment modifies and amends both the Lease
and Workletter, and shall be controlling over any inconsistent provisions of the Lease and Workletter, with respect to the matters,
specifically addressed in this Amendment.


 




     


     


    

 


C.           Capitalized
terms used in this Amendment as defined terms but not specifically defined in this Amendment shall have the meanings assigned to
such terms in the Lease or in the Workletter, as applicable. Notwithstanding the foregoing, the parties note that the phrase “Phase
II Building” and related phrases (such as “Phase II Rent Commencement Date”) were used in the Lease as it existed
prior to this Amendment to refer to Phase I Building E (1130 Veterans Blvd.) as described above, and that there is some risk of
confusion in using the terms “Phase II,” “Phase II Buildings” and similar terms under this Amendment in the
manner described in Recital B above. Nevertheless, the parties believe that it is important, for clarity and consistency with the
terminology Landlord has used generally in connection with its development of the expansion property described in Recital B above,
to adopt the terminology and definitions set forth in Recital B above. Accordingly, the parties hereby confirm and agree, for purposes
of clarification, that (1) in connection with the construction and occupancy of Phase I Building E (1130 Veterans Blvd.) as part
of the Phase I Buildings as defined above, the Lease and all references therein to “the Phase II Building,” the “Phase
II Rent Commencement Date” and similar phrases shall be construed to continue to apply to such Building E in the same manner
as they applied prior to adoption of this Amendment, without regard to the provisions of this Amendment, and (2) in connection
with the construction and occupancy of Phase II Buildings A and B as the Phase II Buildings as defined above, references in this
Amendment and in the Lease as amended hereby to “the Phase II Building(s),” the “Phase II Rent Commencement Date”
and similar phrases shall be construed to apply to such Phase II Buildings A and B in accordance with the provisions of this Amendment.


 


Agreement


 


NOW, THEREFORE, in
consideration of the mutual agreements contained in this Amendment and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:


 


1.           Leasing
of Phase II Buildings and Amendment of Lease. The two Phase II Buildings (as defined above) are hereby designated as additional
Buildings under the Lease and the real property constituting Phase II of the Center, as depicted on the Phase II Site Plan, is
hereby added to the Property as defined in the Lease, subject to all of the terms and conditions set forth in this Amendment,
and Landlord leases the Phase II Buildings to Tenant and Tenant leases the Phase II Buildings from Landlord on the terms, covenants
and conditions set forth in the Lease, as modified by this Amendment and subject to all of the terms and conditions set forth
in this Amendment. Effective upon mutual execution of this Amendment (the date of which mutual execution shall be inserted at
the beginning of this Amendment as the Phase II Lease Commencement Date), the Lease shall be deemed to be, and is hereby, amended
to reflect and incorporate all of the terms and conditions set forth in this Amendment. In the event of any inconsistency between
provisions of the Lease and provisions of this Amendment, the provisions of this Amendment shall be controlling with respect to
the matters specifically addressed in this Amendment.


 


(a)           Except
as otherwise expressly provided herein, Tenant’s Minimum Rental and Operating Expense obligations with respect to the Phase II
Buildings shall commence on the earlier to occur of (i) the date which is three hundred sixty (360) days after the date Landlord
delivers to Tenant a Structural Completion Certificate for the Phase II Buildings pursuant to the


 




    	 	 - 2 -	 



     



    

 


Workletter, subject to any adjustments
in such time period to the extent authorized or required under the provisions of the Workletter, or (ii) the date Tenant takes
occupancy of and commences operation of its business in any material portion of the Phase II Buildings (the “Phase II Rent
Commencement Date”); provided, however, that if Landlord delivers (or is deemed to deliver) the Structural Completion
Certificates for the respective Phase II Buildings on different dates, or if Tenant commences operation of its business in the
respective Phase II Buildings on different dates, then the Phase II Rent Commencement Date shall be determined separately for each
of the respective Phase II Buildings pursuant to the provisions of clauses (i) and (ii) above, applied separately and independently
with respect to each Phase II Building. Based on the milestone construction schedule and the draft detailed Master Schedule (6/1/06)
collectively attached hereto as Exhibit B (the “Milestone Construction Schedule”), the parties presently
estimate that the Phase II Rent Commencement Date will occur on or about November 1, 2008. The Termination Date for Tenant’s leasing
of the Phase II Buildings shall be the day immediately preceding the fifteenth (15th) anniversary of the Phase II Rent
Commencement Date (or, if there are different Rent Commencement Dates for the respective Phase II Buildings, the day immediately
preceding the fifteenth (15th) anniversary of the later of such Phase II Rent Commencement Dates to occur), unless sooner
terminated or extended as hereinafter provided. Consistent with Recital C above, the provisions of Section 2.1(b) of the Lease
(regarding phased occupancy of and phased rent commencement for the “Phase II Building” as defined in the original Lease)
shall be construed to apply solely to Phase 1 Building E (1130 Veterans Blvd.) as described above, and shall be inapplicable to
the Phase II Buildings as defined in this Amendment.


 


(b)          The
Milestone Construction Schedule is predicated on execution of this Amendment and release of project teams by Landlord on June 1,
2006. To the extent that such execution and release are delayed materially beyond June 1, 2006, the dates set forth in the Milestone
Construction Schedule may be affected by such delay. In any event, the Milestone Construction Schedule as attached hereto is merely
preliminary and non-binding in nature. A draft of a detailed master construction schedule (similar to the schedules attached as
Exhibit D to the original Lease) for the Phase II Buildings as of June 1, 2006, including milestone dates outlining specific
Landlord and Tenant responsibilities, is attached hereto as the second page of the Milestone Construction Schedule. Following the
Phase II Lease Commencement Date, Landlord and Tenant shall cooperate reasonably, diligently and in good faith to achieve mutual
approval of such detailed construction schedule (which shall then be referred to as the “Approved Construction Schedule”),
including any mutually agreeable modifications to such draft schedule. Thereafter, references in the Lease and Workletter (as amended
hereby) to the Estimated Construction Schedule shall, with respect to the Phase II Buildings, be construed to refer to such Approved
Construction Schedule. Notwithstanding anything to the contrary in Section 10.1 of the Lease, Tenant’s obligation under Section
10.1 for payment of all charges for services and utilities supplied to or consumed in or with respect to the respective Phase ll
Buildings, including any taxes on such services and utilities, shall commence on the date Landlord delivers the Structural Completion
Certificate for the applicable Phase II Building to Tenant.


 


(c)          Beginning
on the Phase II Rent Commencement Date for the applicable Phase II Building and continuing through the Termination Date for the
initial Term of the Lease with respect to the Phase II Buildings, Tenant’s monthly Minimum Rental obligation for each


 




    	 	 - 3 -	 



     



    

 


Phase II Building pursuant to Section 3.1(a)
of the Lease shall be equal to the applicable amount per square foot from the following table multiplied by the square footage
of the applicable Phase II Building as determined pursuant to Section 3.1(d) of the Lease:


 


	Months	 	Monthly Minimum Rental
	[redacted]	 	[redacted]


 


[redacted]


 


(d)          Notwithstanding
any provisions of Section 3.1(b), (c) and/or (e) of the Lease to the contrary:


 


(i)          If
Tenant properly exercises its right under Section 2.6 of the Lease to one or both extended terms with respect to the Phase II Buildings,
the Minimum Rental for each Phase II Building during the first year of each applicable extended term shall be one hundred four
percent (104%) of the Minimum Rental payable for such Phase II Building during the last full month of the lease year immediately
preceding the commencement of the applicable extended term, and such Minimum Rental shall be further increased on each anniversary
of the commencement of the applicable extended term to one hundred four percent (104%) of the Minimum Rental payable for such Phase
II Building during the last full month of the immediately preceding lease year of the applicable extended term.


 


(ii)         The
entire Tenant Improvement Allowance for the Phase II Buildings as described in Section 2(c) of this Amendment has already been
taken into account in


 




    	 	 - 4 -	 



     



    

 


establishing the Minimum Rental
rates set forth above. Accordingly, the “additional rent” provisions set forth in Section 3.1(e) of the Lease are inapplicable
to the Phase II Buildings and Tenant shall have no liability for any additional rent under Section 3.1 (e) of the Lease with respect
to the Phase II Buildings.


 


(e)          Landlord’s
intention is to calculate and allocate Operating Expenses for Phase II of the Center separately from and independently of the
calculation and allocation of Operating Expenses for Phase I of the Center. Tenant’s Operating Cost Share (as such term
is used in the Lease) with respect to each Phase II Building shall be 100% for Operating Expenses which are allocable solely to
such Phase II Building, and (subject to the assumption set forth in the preceding sentence) for Operating Expenses which are allocated
on a Phase II-wide basis, shall for each Phase II Building be equal to the percentage share calculated by dividing the square
footage of such Phase II Building (determined on the basis of measurement set forth in Section 1.1(c) of the Lease) by the aggregate
square footage of all three (3) Buildings in Phase II of the Center (similarly and consistently determined on the basis of measurement
set forth in Section 1.1(c) of the Lease). The foregoing shares do not include the Operating Cost Shares attributable to
any of the Phase I Buildings, which shall continue to be calculated under the Lease in a manner consistent with prior practice,
and Tenant’s payment obligations arising from the Operating Cost Shares for the Phase II Buildings as described above shall
simply be added to the payment obligations arising from the Operating Cost Shares for the Phase I Buildings in determining Tenant’s
total payment obligations for Operating Expenses under the Lease. All such Operating Cost Shares with respect to the Phase II
Buildings shall remain subject to adjustment under the circumstances and to the extent set forth in the Lease, and shall be subject
to the following additional provisions, notwithstanding anything to the contrary contained in the Lease or elsewhere in this Amendment:


 


(i)          For
purposes of calculating Tenant’s Operating Cost Share of Operating Expenses which are allocated on a Phase II-wide basis, the aggregate
square footage of all three (3) Buildings constructed or to be constructed in Phase II of the Center shall be included as if all
three (3) such Buildings (including, but not limited to, Building C as designated on the Phase II Site Plan) were fully built-out
at the time Tenant’s obligation with respect to Operating Expenses for the Phase II Buildings commences.


 


(ii)         Solely
during the first two (2) years following the date on which Tenant’s obligation for payment of Operating Expenses with respect to
the Phase II Buildings commences, Tenant’s Operating Cost Share for each Phase II Building shall be based solely on the square
footage actually used or occupied by Tenant in that Phase II Building, so that Tenant’s Operating Cost Share for Operating Expenses
allocated solely to that Phase II Building shall be equal to the square footage actually used or occupied by Tenant in that Phase
II Building divided by the total square footage of that Phase II Building, and Tenant’s Operating Cost Share for Operating Expenses
allocated on a Phase II-wide basis shall be equal to the square footage actually used or occupied by Tenant in that Phase II Building
divided by the total square footage of all three (3) Buildings constructed or to be constructed in Phase II of the Center, as provided
in subparagraph (i) above.


 


(f)          To
the extent (if any) that Landlord already holds a security deposit or deposits under the Lease with respect to the Phase I Buildings,
such existing deposit(s), whether


 




    	 	 - 5 -	 



     



    

 


in the form of a cash deposit
or a Letter of Credit, shall also be deemed to be useable by Landlord, under the provisions of the Lease, in connection with any
defaults by Tenant relative to its leasing and occupancy of the Phase II Buildings pursuant to the Lease as amended hereby, but
no additional or increased security deposit shall be required from Tenant with respect to the addition of the Phase II Buildings
to the Buildings pursuant to this Amendment.


 


(g)          Notwithstanding
the provisions of Section 21.20(b) of the Lease, (i) Phase II of the Center is presently intended to contain
approximately 2.8 parking spaces per 1,000 square feet of rentable area in the buildings to be constructed in Phase II of the
Center, which ratio shall be used in allocating nonexclusive parking spaces to Tenant under Section 21.20 of the Lease with
respect to the Phase II Buildings, and (ii) the monthly fee per parking space allocable to each Phase II Building shall be [redacted] per
parking space for the first five (5) years after the Phase II Rent Commencement Date for such Building, [redacted] per
parking space for years six (6) through ten (10) after the Phase II Rent Commencement Date for such Building, and [redacted] per
parking space thereafter.


 


(h)          Solely
as applied to the Phase II Buildings, the first sentence of Section 11.1 of the Lease is amended to read as follows:


 


“Tenant shall make no alterations,
additions or improvements to any Phase II Building without the prior written consent of Landlord, which consent shall not be unreasonably
withheld, conditioned or delayed, except that (i) subject to the final sentence of this Section 11.1 (regarding structural or roof
alterations, substantial equipment installations on the roof, or alterations to building systems), Tenant shall not be required
to obtain such consent for interior alterations costing less than One Hundred Thousand Dollars ($100,000.00) for any single project
(i.e., any single item of alterations or set of related alterations in a Phase II Building), and (ii) regardless of whether
Landlord’s consent would otherwise be required under this Lease, Tenant shall provide Landlord with prior written notice of any
proposed alterations, additions or improvements having a cumulative estimated cost of more than Four Hundred Thousand Dollars ($400,000.00)
in any twelve (12) month period.”


 


(i)          Supplementing
the provisions of Article 15 of the Lease with respect to assignment and subleasing, Landlord and Tenant agree that with respect
to the Phase II Buildings, in the case of any assignment or subleasing other than a Permitted Transfer as defined in Section 15.1
of the Lease, the following provisions shall apply:


 


(i)            Upon
any assignment of Tenant’s interest in the Lease for which Landlord’s consent is required under Section 15.1 of the
Lease, Tenant shall pay to Landlord, within ten (10) days after receipt thereof by Tenant from time to time, one-half (1/2)
of all cash sums and other economic considerations received by Tenant in connection with or as a result of such assignment,
after first deducting therefrom (i) any costs incurred by Tenant for leasehold improvements (including, but not limited to, third-party
architectural and space planning costs) in the Premises in connection with such assignment, amortized over the remaining term
of this Lease, and (ii) any reasonable real estate commissions and/or reasonable attorneys’ fees actually incurred by Tenant
in connection with such assignment.


 




    	 	 - 6 -	 



     



    

 


(ii)            Upon
any sublease of all or any portion of a Phase II Building for which Landlord’s consent is required under Section 15.1 of the Lease,
Tenant shall pay to Landlord, within ten (10) days after receipt thereof by Tenant from time to time, one-half (1/2) of
all cash sums and other economic considerations received by Tenant in connection with or as a result of such sublease, after first
deducting therefrom (i) the minimum rental due under the Lease for the applicable Phase II Building for the corresponding period,
prorated (on the basis of the average per-square-foot cost paid by Tenant for such Phase II Building for the applicable period
under the Lease) to reflect the size of the subleased portion of such Phase II Building, (ii) any costs incurred by Tenant for
leasehold improvements in the subleased portion of such Phase II Building (including, but not limited to, third-party architectural
and space planning costs) for the specific benefit of the sublessee in connection with such sublease, amortized over the remaining
term of the Lease, and (iii) any reasonable real estate commissions and/or reasonable attorneys’ fees actually incurred by Tenant
in connection with such sublease, amortized over the term of such sublease.


 


2.            Construction;
Amendment of Workletter. The parties intend and agree that the construction of the Phase II Buildings and of the Tenant Improvements
necessary for Tenant’s occupancy and use thereof shall be governed by and performed in accordance with the provisions of the Workletter,
subject to all of the terms and conditions set forth in this Amendment. Effective upon the Phase II Lease Commencement Date, the
Workletter shall be deemed to be, and is hereby, amended to reflect and incorporate all of the terms and conditions set forth in
this Amendment. In the event of any inconsistency between provisions of the Workletter and provisions of this Amendment, the provisions
of this Amendment shall be controlling with respect to the matters specifically addressed in this Amendment. Without limiting the
generality of the foregoing, Schedule C-l and Schedule C-2 attached hereto shall supersede, with respect
to the Phase II Buildings, the comparable schedules attached to the Workletter.


 


(a)          The
Building Shell for each Phase II Building shall be constructed by Landlord in accordance with (i) Article 5 of the Lease, (ii)
the Workletter (as amended hereby), and (iii) the shell definition set forth in Schedule C-l attached hereto and
incorporated herein by this reference. Landlord acknowledges that pursuant to the foregoing provisions, (i) Landlord and Landlord’s
Architect shall be responsible for code compliance (including, but not limited to, compliance with any applicable requirements
of the Americans with Disabilities Act and any applicable similar or related requirements pertaining to access by persons with
disabilities) with respect to the Building Shell and any other improvements designed by Landlord, and (ii) all Phase II Building
improvements and site improvements constructed by Landlord in Phase II of the Center shall be constructed (A) free of hazardous
substances (as defined in Section 13.6(a) of the Lease), asbestos, asbestos-containing materials and presumed asbestos-containing
materials, and (B) in compliance in all material respects with all applicable federal and state laws and requirements relating
to hazardous substances.


 


(b)          The
Tenant Improvements for each Phase II Building shall be constructed by Tenant (and/or by Landlord, if applicable) in accordance
with (i) Article 5 of the Lease, (ii) the Workletter (as amended hereby), and (iii) the tenant improvements definition set forth
in Schedule C-2 attached hereto and incorporated herein by this reference, subject to any alternative arrangements
mutually approved in writing by Landlord and Tenant from time to time. Tenant acknowledges that pursuant to the foregoing provisions,
Tenant and Tenant’s


 




    	 	 - 7 -	 



     



    

 


Architect shall be responsible for code
compliance (including, but not limited to, compliance with any applicable requirements of the Americans with Disabilities Act and
any applicable similar or related requirements pertaining to access by persons with disabilities) with respect to any and all improvements
designed by Tenant or Tenant’s Architect. Without limiting the breadth of the approval rights otherwise reserved to Landlord under
the Workletter, Landlord reserves the right, in reviewing Tenant’s proposed drawings and specifications at any stage, to require
specific modifications to the proposed Tenant Improvements, at no material additional cost to Tenant, in order to maintain or enhance
flexibility with respect to other potential future uses of the Phase II Buildings. Tenant shall have the right to provide, install
and maintain, at its sole cost and expense, a security system (including, without limitation, automatic door latches, card-key
systems, cameras, etc) in the Phase II Buildings, which security system shall be surrendered to Landlord upon expiration or termination
of the Lease with respect to such Phase II Buildings and Tenant shall have no obligation to restore or remove such security system.
Tenant shall provide Landlord and its property manager with copies of any card-keys or other required access devices in order to
facilitate emergency entry by Landlord or its agents during the term of the Lease, subject to the provisions of Section 16.1 of
the Lease.


 


(c)          [redacted]
Under no circumstances shall the Tenant Improvement Allowance or any portion thereof be used or useable for any moving or
relocation expenses of Tenant, or for any Cost of Improvement (or any other cost or expense) associated with any moveable
furniture, trade fixtures, personal property or any other item or element which, under the applicable provisions of the
Lease, will not become Landlord’s property and remain with the applicable Phase II Building upon expiration or
termination of the Lease. The provisions in Paragraph 4(b) of the Workletter regarding relative proportions of laboratory
space and office space in the Buildings shall be inapplicable to the Phase II Buildings, and without limiting the generality
of the foregoing, Landlord specifically agrees that the relative proportions of office space (if any) and/or laboratory space
(if any) in the respective Phase II Buildings shall have no adverse effect on the amount of the Tenant Improvement Allowance
for the Phase II Buildings as described above.


 


(d)          Unless
and until revoked by Landlord by written notice delivered to Tenant, Landlord hereby (i) delegates to Project Management Advisors,
Inc., or any other project manager designated by Landlord in its sole discretion from time to time by written notice to Tenant
(“Project Manager”), the authority to exercise all approval rights and other rights and powers of Landlord under
the Workletter with respect to the design and construction of the Building Shell and Tenant Improvements for the Phase II Buildings,
and (ii) requests that Tenant work with Project Manager with respect to any logistical or other coordination matters arising in
the course of construction of the respective Building Shells and Tenant Improvements, including


 




    	 	 - 8 -	 



     



    

 


(but not limited to) reviewing and processing
Tenant’s requests for disbursement of the Tenant Improvement Allowance, monitoring Tenant’s and Landlord’s compliance with their
respective obligations under the Workletter and under the Lease (as amended hereby) with respect to the design and construction
of the Building Shell and the Tenant Improvements, and addressing any coordination issues that may arise in the course of construction
of the Building Shell and Tenant Improvements. Tenant acknowledges the foregoing delegation and request, and agrees to cooperate
reasonably with Project Manager as Landlord’s representative pursuant to such delegation and request. As between Landlord and Tenant,
however, Landlord shall be bound by and be fully responsible for all acts and omissions of Project Manager and for the performance
of all of Landlord’s obligations under the Lease (as amended hereby) and the Workletter, notwithstanding such delegation of authority
to Project Manager. Notwithstanding the preceding sentence, neither Landlord’s delegation of authority to Project Manager nor Project
Manager’s performance of the functions and responsibilities contemplated in this paragraph shall cause Landlord or Project Manager
to incur any obligations or responsibilities for the design, construction or delivery of the Tenant Improvements, except to the
extent of the specific obligations and responsibilities of Landlord expressly set forth in the Lease (as amended hereby) and in
the workletter. [redacted]


 


(e)          Notwithstanding
anything to the contrary contained in Section 14.1 (e) of the Lease or in the Workletter, the builder’s risk insurance contemplated
in such Section 14.1 (e) for the Tenant Improvements constructed by Tenant in the Phase II Buildings pursuant to this Amendment
and the Workletter shall be maintained by Tenant, at Tenant’s sole expense, and shall otherwise comply with all applicable requirements
under such Section 14.1(e).


 


[redacted]


 




    	 	 - 9 -	 



     



    

 


[redacted]


 




    	 	 - 10 -	 



     



    

 


[redacted]


 


4.          Brokers.
Each party respectively (i) represents and warrants that no broker participated in the consummation of this Amendment or of the
transactions contemplated herein, and (ii) agrees to indemnify, defend and hold the other party harmless against any liability,
cost or expense, including (but not limited to) reasonable attorneys’ fees, arising out of any claims for brokerage commissions
or other similar compensation by any broker or agent alleging to have acted on behalf of the indemnifying party in connection with
this Amendment and the transactions contemplated herein. The provisions of Section 21.15 of the Lease (Brokers) do not apply to
this Amendment or the transactions contemplated herein.


 


5.          Publicity.
Neither party will make any press release or other media, promotional or advertising disclosure regarding this Amendment or the
transactions contemplated hereby without the other party’s express prior written consent, except as required under applicable law
or by any governmental agency. Without limiting the generality of the foregoing, each party agrees that the other party will have
no less than five (5) business days to review and provide comment regarding any such proposed press release or publicity regarding
this Amendment or the transactions contemplated hereby, unless a shorter review time is agreed to by both parties. In the event
that one party reasonably concludes that a given disclosure is required by law and the other party would prefer not to make such
disclosure, then the party seeking such disclosure shall either (i) limit said disclosure to address the concerns of the other
party, or (ii) provide a written opinion from counsel stating that such disclosure is indeed required by law. With respect to complying
with the disclosure requirements of the SEC or other securities regulatory bodies in other nations, in connection with any required
securities filing of this Amendment, the filing, party shall seek confidential treatment of this Amendment to the maximum extent
permitted by such regulatory body and shall provide the other party with the opportunity, for at least fifteen (15) days, to review
any such proposed filing. Each party agrees that it will obtain its own legal advice with regard to its compliance with securities
laws and regulations, and will not rely on any statements made by the other party relating to such securities laws and regulations.
Further, Landlord shall not use the name of Tenant, its affiliates or products or any signs, markings, or symbols from which a
connection to Tenant, in Tenant’s sole judgment, may be reasonably inferred or implied, in any manner whatsoever, including, without
limitation, press releases, marketing materials, and advertisements, without Tenant’s prior written approval. Tenant may withhold
approval at Tenant’s sole discretion. Nothing in this paragraph, however, is intended or shall be construed to prohibit, or to
require Tenant’s approval for, Landlord’s inclusion of Tenant’s name and of pertinent business terms of the Lease (as amended hereby)
on any rent rolls, tenant lists or other similar documents that Landlord may submit from time to time to any lender or prospective
lender, purchaser or prospective purchaser, or governmental or quasi-


 




    	 	 - 11 -	 



     



    

 


governmental authority in connection
with Landlord’s ownership and operation of the Center, but only to the extent that Landlord determines in its sole discretion that
such disclosure is reasonably necessary in order to advance Landlord’s dealings with the applicable lender, purchaser and/or governmental
or quasi-governmental authority, and then only to the extent that disclosure of comparable information is concurrently being made
with respect to other tenants of the Center.


 


6.          Entire
Agreement. This Amendment constitutes the entire agreement between Landlord and Tenant regarding the subject matter hereof
and supersedes all prior negotiations, discussions, terms sheets, letters, understandings and agreements, whether oral or written,
between the parties with respect to such subject matter (other than the Lease itself, as expressly amended hereby).


 


7.          Execution
and Delivery. This Amendment may be executed in one or more counterparts and by separate parties on separate counterparts,
effective when each party has executed at least one such counterpart or separate counterpart, but each such counterpart shall constitute
an original and all such counterparts together shall constitute one and the same instrument.


 


8.          Full
Force and Effect. Except as expressly set forth herein, the Lease has not been modified or amended and remains in full force
and effect.


 


[rest of page intentionally
left blank]


 




    	 	 - 12 -	 



     



    

 


IN WITNESS
WHEREOF, Landlord and Tenant have executed this Amendment as of the date first set forth above.


 


	“Landlord”	 	“Tenant”
	 	 	 
	SLOUGH BTC, LLC, a Delaware limited	 	AMGEN INC., a Delaware corporation liability company
	 	 	 
	By: 	Slough Estates USA Inc., a	 	By: 	/s/ Michael
    A.Kelly
	 	Delaware corporation, Its Manager	 	Name: 	Michael
    A.Kelly
	 	 	Title: 	VP Corporate Planning & Control, CA
	 	By: 	/s/ Jonathan M. Bergschneider	 	 	
	 	Name: 	Jonathan M. Bergschneider 	 	 
	 	Title: 	Vice President	 	 


 


Attachments:


 


	Exhibit A	Phase II Site Plan
	Exhibit B	Milestone Construction Schedule [including draft Master Schedule as of (6/1/06)]
	Schedule C-l	Phase II Buildings Shell Description
	Schedule C-2	Phase II Buildings Tenant Improvements Description


 




    	 	 - 13 -	 



     



    

 


EXHIBIT A


 


PHASE II SITE PLAN


 


[See attached page.]


 


EXHIBIT A to Fifth Amendment


 




     


     


    

 


 


 



     


     


    




 


EXHIBIT B


 


MILESTONE CONSTRUCTION SCHEDULE


 


Milestone construction schedule for
Britannia Oyster Point Phase II (333 Oyster Point Blvd.), Buildings A and B, assuming a June 1, 2006 release date, and
subject to review and mutual approval of the detailed master construction schedule attached as the following page hereof
(including any mutually agreed modifications thereto) as provided in the Lease, as amended:


 


	Activity	 	Building
    A	 	Building
    B
	Schematic Design	 	12/01/2005	 	12/01/2005
	DD/Construction Documents Complete	 	07/05/2006	 	07/05/2006
	Steel Mill Order	 	07/12/2006	 	07/12/2006
	Skin Materials Order - Glass/Aluminum	 	09/21/2006	 	09/21/2006
	Skin Materials Order - GFRC	 	09/07/2006	 	09/07/2006
	Permit Application Review Completion	 	09/28/2006	 	09/28/2006
	 	 	 	 	 
	Begin Excavation	 	07/05/2006	 	07/05/2006
	Begin: Steel Erection	 	03/26/2007	 	02/27/2007
	Shell. Structural Completion	 	11/07/2007	 	11/07/2007
	Shell Substantial Completion	 	01/31/2008	 	01/31/2008
	 	 	 	 	 
	Tenant
                                                                                                                                                                             Major Structural TCR (Importance Factor,

                                                                                                                                                                             brace frames and lobby infill, additional elevators,

                                                                                etc.)
	 	ASAP	 	ASAP
	TI Schematic Design Submission to Landlord	 	01/12/2007	 	01/12/2007
	TI Final Working Drawing Submission to Landlord

                                                                                and for Permit
	 	08/15/2007	 	08/15/2007
	Start TI Construction	 	11/07/2007	 	11/07/2007
	Tenant Occupancy/Rent Commencement	 	11/01/2008	 	11/01/2008


 


EXHIBIT B to Fifth Amendment (Page
1 of 2)


 




     


     


    



 





 






     


     


    









 


Schedule C-l


 


PHASE II BUILDINGS SHELL DESCRIPTION


 


The “Building Shell” as used in the
Amendment to which this Schedule C-l is attached and in the Workletter described therein shall consist of the following:


 


Building envelope and waterproofing
(the Building “shell”), except as specifically indicated as being included in Tenant Improvements under Schedule
C-2, including: two levels of below “street level” parking
supported on reinforced concrete shallow foundations and constructed of steel and concrete structural elements; elevated floors
of metal decking with concrete fill; roof structure of metal deck with concrete fill; roof membrane to be a built-up system, with
rigid insulation, flashing and sealants; building structural framing to consist of steel beams, girders, columns with a non-load-bearing
exterior curtain wall; seismic system utilizing steel braced frames and concrete shear walls; roof live load to be 20 PSF with
75 PSF in all areas within the roof screen (roofscreen loading is non-reducible); floor to floor heights within the Shell Buildings
(superstructure) of 17 feet, all floors


 


All other structural work except that driven specifically by
Tenant Improvements programming (e.g., interior masonry walls)


 


Floor designed for 100 PSF uniform live load capacity (reducible
as allowed by code)


 


Main Building entrance(s)


 


Building code required primary structure fireproofing


 


Building code required stairs. Stair enclosures & handrails
at lower level parking only


 


Pit and floor openings for one elevator


 


Exterior hardscape and landscape, except as specifically indicated
as included in Tenant Improvements under Schedule C-2


 


Two-level steel and concrete parking structure beneath the Shell
(superstructure) Buildings


 


Site underground water, fire, storm and sanitary service to
5 feet outside Building line


 


Building storm and overflow drainage systems


 


Site underground conduits for “normal” electrical
and communications, terminated within the parking structure beneath each Shell Building


 


Electrical utility pad and transformer, primary service conduits
terminated at Shell building switchgear location (within the parking structure beneath each Shell Building) TI-provided electrical
service


 


Gas service up to exterior meter location at each Building (but
not including meter)


 


Wet fire protection (risers, loops, branches and heads), evenly
distributed for “ordinary hazard, group 2” occupancy


 


Shipping/receiving dock and services room and foundation within
garage envelope


 


Schedule C-1 – Page 1 of 2


 




     


     


    

 


Shell design and permitting
fees, except as specifically included in Tenant Improvements under Schedule C-2


 


Vented deck at upper floors


 


Temporary project fencing


 


Construction lift for contractor safety, access and stocking
of materials (split with TI – 50%)


 


Underslab sanitary waste main trunk line (split with TI – 50%;
branch distribution by TI)


 


Schedule C-1 – Page 2 of 2


 




     


     


    

 


Schedule C-2


 


PHASE II BUILDINGS TENANT IMPROVEMENTS
DESCRIPTION


 


The “Tenant Improvements” as defined
in the Amendment to which this Schedule C-2 is attached and in the Workletter described therein shall include, but
not necessarily be limited to, the following, to be constructed from Tenant Improvement Allowance funds or otherwise at Tenant’s
expense:


 


All tenant construction, design fees, fixtures, furnishings,
etc. to support tenant operations, including use space, offices, lobbies, circulation, restrooms and all other features not specifically
indicated as part of the Building Shell in Schedule C-l


 


Foundations, structure, enclosure and waterproofing for
emergency generator and trash enclosure.


Any service area that is included in the area (square footage)
calculation for the applicable Building, and upon which rent is therefore paid by Tenant, will not fall under this definition
for purposes of this schedule. [1]


 


Exterior building skin modifications to support TI systems
(e.g., louvers for HVAC accommodation) [2]


 


Outdoor lounge and eating area [2]


 


Topical emission barriers on slabs, if required


 


Slab depressions for special finishes or special uses
[2]


 


Enhancement of structure for live loading above 100 PSF
or vibration control criteria [2] 


 


Modification of structure for openings at floors and roof
[2]


 


Modification or repair of structure fireproofing required by
TI construction


 


All minor support structures for ducts, conduits, pipes, etc.


 


Stair enclosures, vestibule doors, dedicated mechanical
shafts & ducts for stair pressurization, handrails and guardrails (except at parking levels, per Schedule C-l) [1]


 


Mechanical equipment, controls & monitoring, ductwork
and penetrations required to pressurize stairs in advance of occupancy, per South San Francisco code. [1]


 


Stair penthouse, if required [1]


 


Exterior wall insulation


 


Firesafing at floor decks, exterior walls and interior openings
[performed under Method 1 only if required during shell construction by City of SSF, otherwise performed by TI contractor] [1]


 


Custom doors


 


Security or other upgrades to exterior doors


 


Schedule C-2 – Page 1 of 3


 




     


     


    

 


Wallboard capture trim at exterior window wall


 


Visual screens and supporting structures/platforms/sleepers.
etc, for rooftop equipment, ducts, plumbing, electrical, etc. [l]


 


Roof patching for all penetrations relating to Tenant Improvements


 


Skylights, if used, including curbs, roof patching, etc.


 


Elevator cab and equipment, except for one pit and floor openings.
Additional elevators by Tenant.


 


Shaft walls or other fire separations in buildings required
for vertical openings (stairs, elevators) or control zones


 


Distribution/laterals from sanitary waste main trunk line (main
trunk line split with Shell 50%)


 


All lab waste plumbing and related systems and fixtures, if
required


 


Gas meter and piping from gas meter to Building


 


Modifications/enhancements to wet fire protection systems required
by TI design


 


Fire alarm, signal and security systems (some of which may need
to be installed as part of the Shell due to code requirements [Method 1 below], in which event they will be charged against the
TI Allowance).


 


All secondary electrical service for Tenant demand loads, including
main service disconnect, Tenant meter section and distribution panels


 


Standby electrical generator, if required


 


All electrical communications wire and service not specifically
included in Building Shell


 


All TI design fees and reimbursables


 


All other “soft” costs, including TI permit/development
fees, utility capacity or connection charges, etc.


 


Landlord-provided oversight of TI activities as specified in
Amendment and Workletter


 


All testing and inspection of TI construction.


 


Builders risk insurance for TI construction including earthquake
coverage


 


All general contractor preconstruction services costs related
to TI construction


 


Construction lift for contractor safety, access and slocking
of materials (split with shell - 50%)


 


“Tenant Improvements” shall not include the design
and/or construction, of infrastructure, landscaping or other site improvements unless specifically requested by Tenant or as a
result of Tenant Improvements or Tenant’s requested modifications to existing plans


 


Elements shown in bold and underlined will be implemented
in accordance with Page 3 of this Schedule C-2 and charged against the Tenant Improvement Allowance.


 


Schedule C-2 – Page 2 of 3


 




     


     


    

  


IMPLEMENTATION METHODS FOR WORK CONSTRUCTED
BY LANDLORD


ON BEHALF OF TENANT AT TENANT’S
EXPENSE


 




	Method

 No.	 	Programming

and/or

Preliminary

Design 

Requirements	 	Architect/Engineer 

of Record	 	Contractor of 

Record/Contract

 Relationship	 	Coordination 

Responsibility	 	Examples
	 	 	 	 	 	 	 	 	 	 	 
	1	 	
        Landlord design included as part of shell

        documents and construction
	 	Landlord design team	 	Landlord Contractor under main Shell contract or change order to main Shell contract	 	Landlord team	 	Service yard, loading dock area, roof screens, stair pressurization, etc.
	 	 	 	 	 	 	 	 	 	 	 
	2	 	
        Tenant provides

        program or

        design

        requirements

        and/or

        schematic

        design

        information:
	 	
        Landlord design team takes info provided by Tenant
        team and

        incorporates it into the shell documents
	 	Landlord Contractor via change order to main Shell contract	 	Tenant team responsible for coordination of work with Landlord Contractor	 	
        TI required

        slab

        depressions








 


Schedule C-2 – Page 3 of 3


 




     


     


    



 





EXHIBIT A-2


 


SUBLEASE


 


(to be attached)


 





	 	A-2	
        331 OYSTER POINT BOULEVARD.

        SUB-SUBLEASE – PROTHENA BIOSCIENCES














     

     


    




 





SUBLEASE


 


THIS SUBLEASE (this
 “Sublease”) is made and entered into this 22nd day of March, 2016, by
and between AMGEN INC, a Delaware Corporation (“Sublandlord”), and PROTHENA BIOSCIENCES INC,
a Delaware corporation (“Subtenant”).


 


RECITALS


 


A.           Sublandlord’s
predecessor-in-imerest, Tularik Inc. (“Original Tenant”), entered into that certain Build-to-Suit Lease
dated as of December 20, 2001 (the “Original Master Lease”) with HCP BTC, LLC (“Master Landlord”),
a Delaware limited liability company, formerly known as Slough BTC, LLC, for the initial lease of three (3) buildings in
the Oyster Point center in South San Francisco, California (the “Center”) and rights to lease additional
buildings to be constructed in the Center. The Original Master Lease was subsequently amended on numerous occasions to, among other
things, lease additional space and buildings located in the Center to Original Tenant or Sublandlord.


 


B.           Sublandlord
and Master Landlord entered into that certain Fifth Amendment to Build-to-Suit Lease and Second Amendment to Workletter dated as
of June 19, 2006 (the “Master Amendment”), pursuant to which Master Landlord leased to Sublandlord and
Sublandlord leased from Master Landlord those certain two (2) buildings in the Center with the addresses of 331 Oyster Point Boulevard,
as depicted on Exhibit B attached hereto (such building, the “Premises” or the “331 Building”),
and 333 Oyster Point Boulevard, consisting of (such building, the “333 Building”). The 331 Building
consists of 128,751 rentable square feet and the 333 Building consists of 121,706 rentable square feet. The 331 Building and the
333 Building are collectively referred to herein as the “Buildings”. As used herein, the Original Master
Lease, as amended by the Master Amendment only shall be referred to as the “Master Lease”, a copy of which
is attached as Exhibit A hereto.


 


C.           Sublandlord
and Subtenant now desire to provide for a sublease of the Premises, subject to and conditioned upon the terms and conditions set
forth herein.


 


AGREEMENT


 


NOW,
THEREFORE, in consideration of the recitals set forth above, the agreements set forth below and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Sublandlord and Subtenant hereby agree as follows:


 


1.            Sublease
of Premises; Access 24/7. Subject and pursuant to the provisions hereof, Sublandlord subleases to Subtenant,
and Subtenant subleases from Sublandlord, the Premises. Sublandlord shall deliver the entire Premises to Subtenant with the
Premises (including all of the current warm shell improvements identified on Exhibit C attached hereto) in good
working condition and repair and the systems included therein in good working condition (the “Delivery
Condition”) on the date (the “Delivery Date”) that all of the following have been
satisfied: (i) this Sublease has been executed and delivered by Sublandlord and Subtenant, (ii) all consents necessary for
the effectiveness of this Sublease have been executed and delivered,


 




    	  
SMRH: 473310031.19
 	-1-	331 OYSTER POINT BOULEVARD.
SUBLEASE – PROTHENA BIOSCIENCES

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including, without limitation, any consents
required pursuant to the Master Lease, including the Consent, (iii) Subtenant has delivered to Sublandlord the first month’s
Base Rent and Operating Expenses, as more particularly set forth in Sections 3.1 and 3.3.1 below, (iv) Subtenant
has delivered to Sublandlord the Letter of Credit issued by the Bank (as defined in Section 12.1 below) and meeting
the criteria set forth in Section 12; (v) Guarantor (as defined in Section 14.16) has executed and delivered to
Sublandlord the Guaranty (as defined in Section 14.16), and (vi) Subtenant has delivered to Sublandlord written evidence
that Subtenant carries the insurance Subtenant is required to carry as set forth in Section 9.15 of this Sublease.


 


Subject to the terms of the Master
Lease incorporated into this Sublease, Subtenant shall have access to the Premises 24 hours per day, seven days a week, 52 weeks
per year.


 


		2.	Term; Rent Commencement Date; Early Access.



 


2.1        Term;
Measurement. The term (the “Term”) of this Sublease shall commence upon the date (the “Commencement
Date”) that this Sublease has been executed and delivered by Sublandlord and Subtenant, all consents necessary for
the effectiveness of this Sublease have been executed and delivered, including, without limitation, any consents required pursuant
to the Master Lease, including the Consent (as defined in Section 14.11), and shall continue until December 31, 2023 (the
 “Expiration Date”), unless sooner terminated pursuant to the provisions of this Sublease. The obligations
to pay Rent (as defined in Section 3.3.5 below), subject to the rent abatements described in Section 3.2, shall commence
upon the Rent Commencement Date as described in Section 2.2 below, and shall continue throughout the Term. The measurement
of the Premises were made by Master Landlord’s architect pursuant to Section 1.1(d) of the Original Master Lease, which
Section 1.1(d) is incorporated herein by reference solely for purposes of acknowledging how the Premises were measured.
Sublandlord and Subtenant hereby agree that the Premises consist of 128,751 rentable square feet.


 


2.2         Rent
Commencement.




 


2.2.1           Rent
Commencement Date. Subtenant’s obligation to pay Base Rent and Operating Expenses under this Sublease shall commence
on the earlier to occur of (a) the date Subtenant completes Subtenant’s Improvements (as defined in Section 10.4.1)
and commences conducting business (other than Subtenant’s activities in the Premises to prepare it for Subtenant’s
occupancy) in the Premises, or (b) August 1, 2016 (such earlier date, the “Rent Commencement Date”).


 


2.2.2           Confirmation
of Dates. Following the request of either party, the parties agree to promptly execute and deliver a factually-correct
written confirmation documenting the Commencement Date, the Rent Commencement Date, and the Expiration Date.


 


2.3         Utilities
and Maintenance. From and after the Delivery Date, Subtenant shall be solely responsible to obtain and pay for all utilities
provided to the Premises. In addition, Subtenant shall be solely responsible for maintenance and repair of the building


 




    	  
SMRH: 473310031.19
 	-2-	331 OYSTER POINT BOULEVARD.
SUBLEASE – PROTHENA BIOSCIENCES

	FINAL EXECUTION VERSION	 	0SDM-159614
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systems serving the Premises commencing
on the Delivery Date (other than any repair and maintenance obligations of Master Landlord under the Master Lease), provided, that,
Subtenant shall not be obligated to pay its share of Operating Expenses with respect to the Premises until the Rent Commencement
Date. Subject to Master Landlord’s written consent (in the Consent or other written agreement with Master Landlord) and any terms
and conditions related thereto, Sublandlord hereby consents to Subtenant working directly with Master Landlord on issues related
to the maintenance obligations of Master Landlord (including providing notice to Master Landlord with respect to Master Landlord’s
obligations under the Master Lease) without Sublandlord’s further consent, consultation or approval.


 


3.           Rent.


 


3.1         Base
Rent. Commencing on the Rent Commencement Date, which shall be deemed to be the first day of Month 1 in the table
below, Subtenant shall pay as monthly base rent for the Premises (“Base Rent”) those amounts set
forth in the following table:


 


	Months	 	Monthly Base Rent
	 	 	 
	1-12*	 	$450,628.50*
	13-24*	 	$464,791.11*
	25-36	 	$477,666.21
	37-48	 	$491,828.82
	49-60	 	$507,278.94
	61-72	 	$522,729.06
	73-84	 	$538,179.18
	85-Expiration Date	 	$553,629.30


 


*
Subject to and in accordance with the terms and conditions of Section 3.2 of this Sublease, Base Rent for the first
two years of the Term shall be abated as follows: (i) Base Rent for the first four (4) full calendar months after the Rent
Commencement Date shall be abated in its entirety, (ii) Base Rent for the fifth (5th) through twelfth
(12th) full calendar months after the Rent Commencement Date shall be abated by $240,628.50 per month; and (iii)
Base Rent for the thirteenth (13th) through twenty-fourth (24th) full calendar months after the Term
shall be abated by $103,791.11 per month.


 


Base Rent and additional rent shall be
paid to Sublandlord without demand, deduction, set-off or counterclaim, in each case except as expressly provided to the contrary
herein, in advance on the first day of each calendar month during the Term of this Sublease, except Subtenant shall pay the Base
Rent payable for the fifth (5th) full calendar month after the Rent Commencement Date concurrently with Subtenant’s
execution and delivery of this Sublease. In the event of a partial rental month, Base Rent shall be prorated on the basis of the
number of actual days in such month. All payments due to Sublandlord shall be paid to Sublandlord c/o Amgen Inc., Accounts Payable,
PO Box 100909, Pasadena, CA, 91189-0909 or such other address as Sublandlord may specify in a written notice delivered pursuant
to Section 10.1, below.


 




    	  
SMRH: 473310031.19
 	-3-	331 OYSTER POINT BOULEVARD.
SUBLEASE – PROTHENA BIOSCIENCES

	FINAL EXECUTION VERSION	 	0SDM-159614
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3.2        Base
Rent Abatement. Notwithstanding anything to the contrary contained herein and provided that
Subtenant faithfully performs all of the terms and conditions of this Sublease, and no default by Subtenant has occurred and
is continuing hereunder, Sublandlord hereby agrees that Base Rent hereunder shall be abated as follows during the first two
(2) years after the Rent Commencement Date as follows: (i) Base Rent for the first four (4) full calendar months after the
Rent Commencement Date shall be abated in its entirety, (ii) Base Rent for the fifth (5th) through twelfth
(12th) full calendar months after the Rent Commencement Date shall be abated by $240,628.50 per month; and (iii)
Base Rent for the thirteenth (13th) through twenty-fourth (24th) full calendar months after the Term
shall be abated by $103,791.11 per month. During such periods of full or partial abatement, Subtenant shall still be
responsible for the payment of all of its other monetary obligations under this Lease, including without limitation, any
unabated portions of Base Rent and all Operating Expenses. In the event of a default by Subtenant under the terms of this
Sublease that results in termination of this Sublease in accordance with the terms hereof, Sublandlord shall be entitled to
the recovery of the Base Rent that was abated under the provisions of this Section 3.2.


 


3.3         Operating
Costs And Expenses.


 


3.3.1           Payment;
Annual Statement of Operating Expenses. Commencing on the Rent Commencement Date, Subtenant shall pay to Sublandlord, as
additional rent hereunder, all of the Operating Expenses allocated to the Premises under the Master Lease (as amended by the
Master Amendment). All Operating Expenses shall be payable in advance on the first day of each calendar month during the Term
of this Sublease in accordance with Section 9.3 of the Original Master Lease, except Subtenant shall pay the estimated
Operating Expenses payable for the first (1st) full calendar month after the Rent Commencement Date (currently
estimated to be $67,406.97, subject to adjustment and reconciliation in accordance with the terms hereof) concurrently with
Subtenant’s execution and delivery of this Sublease. Promptly following Sublandlord’s receipt thereof,
Sublandlord shall provide Subtenant with copies of (i) Master Landlord’s estimated statement of Operating Expenses (as
applicable to the Premises) provided to Sublandlord pursuant to Section 9.3 of the Master Lease, as may be adjusted
from time to time pursuant to the terms of the Master Lease, and (ii) Master Landlord’s annual statement of Operating
Expenses (as applicable to the Premises) provided to Sublandlord pursuant to Section 9.4 of the Master Lease.
Sublandlord agrees that Subtenant shall be entitled to audit rights with respect to Sublandlord’s books and records
relating to the determination and payment of Operating Expenses related to the Premises for the immediately preceding Lease
Year. Subject to the Incorporation Provisions (defined below), the provisions of Article 9 of the Master Lease are
incorporated herein only to the extent specifically referenced in this Sublease. Further, Subtenant acknowledges and agrees
that, although Article 9 of the Original Master Lease is not otherwise specifically incorporated into this Sublease, Article
9 of the Master Lease governs and controls for all purposes the determination of Operating Expenses payable by
Sublandlord that Sublandlord is passing through to Subtenant in accordance with the terms of this Section 3.3.
Notwithstanding anything in this Sublease to the contrary, Subtenant shall not be required to pay any Operating
Expenses attributable to or arising from the Phase I Buildings (as defined in the Original Master Lease), it being agreed
that Subtenant shall only be obligated to pay Operating Expenses that Sublandlord


 




    	  
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is obligated to pay under the
Master Lease that are allocated by Master Landlord to the Premises, subject to Subtenant’s audit rights set forth in Section
3.3.3.


 


3.3.2           Pro-ration.
If the Term shall commence on any day other than January 1 or expire or earlier terminate on any date other than December
31, Subtenant’s obligations under Section 3.3.1 for such first or last partial calendar year shall be prorated on
the basis of (a) the number of days elapsed during such calendar year during which this Sublease is in effect bears to (b) 365.
In the event that the Term shall expire or earlier terminate on any date other than December 31, for purposes of Section 3.3.1,
Sublandlord may either reasonably project, as of the date of such expiration or termination, the Operating Expenses for such calendar
year and bill Subtenant for Subtenant’s share thereof at any time thereafter or wait until receipt of Master Landlord’s
calculation thereof for the entire calendar year in question and bill Subtenant for Subtenant’s share of Subtenant’s
share thereof at any time thereafter; provided, however, if Sublandlord reasonably projects the amount of such Operating Expenses,
Sublandlord shall reconcile such projection with the actual Operating Expenses due following the receipt of the actual annual
statement of Operating Expenses for such calendar year and shall follow the terms of Section 9.4(a) of the Original Master
Lease with respect to the amounts owed or to be reimbursed.


 


If the obligation to pay any component
of Rent under this Sublease commences on a day other than the first day of a calendar month, or if the Term of this Sublease terminates
on a day other than the last day of a calendar month, the Rent for such first or last month of the Term shall be prorated based
on the number of days the Term of this Sublease is in effect during such month. If an increase in Rent becomes effective on a day
other than the first day of a calendar month, the calculation of Rent for such month shall be the sum of the two applicable rates,
each prorated for the portion of the month during which such rate is in effect.


 


3.3.3           Annual
Reconciliation; Accounting; Audit Rights. Because the Master Lease provides for the payment by Sublandlord of Operating
Expenses on the basis of an estimate thereof, as and when adjustments between estimated and actual Operating Expenses are
made under the Master Lease, as applicable, the obligations of Sublandlord and Subtenant hereunder shall be adjusted in a
like manner; and if any such adjustment shall occur after the expiration or earlier termination of the Term, then the
obligations of Sublandlord and Subtenant under this Section 3 shall survive such expiration or termination. Subtenant
shall pay those Operating Expenses allocated to the Premises based on Master Landlord’s estimate thereof (as it may be
adjusted from time to time in accordance with the Master Lease) provided to Subtenant pursuant to Section 3.3.1 above.
Within thirty (30) days after Sublandlord receives from the Master Landlord the annual statement of actual Operating Expenses
incurred by Master Landlord (the “Accounting”), Sublandlord shall provide Subtenant an accounting of
the actual Operating Expenses payable with respect to the Premises as reflected in the Accounting. In the event that the
Accounting shows that Subtenant paid more or less than the actual Operating Expenses payable by Subtenant hereunder, then
Subtenant shall either promptly receive a credit against future Rent (or such amount shall be promptly paid to Subtenant if
the Term has expired or been terminated) or shall be required to pay to Sublandlord the deficient amount within thirty (30)
days after Subtenant’s receipt of such Accounting. Sublandlord shall use commercially reasonable efforts to include in the
Consent Master


 




    	  
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Landlord’s agreement that Subtenant may
exercise directly Sublandlord’s rights as Tenant under Section 9.4(b) of the Original Master Lease to examine Master Landlord’s
books and records, provided, that, (i) Sublandlord’s rights to audit Operating Expenses under the Master Lease are
not affected or limited thereby, and (ii) in no event will Subtenant be entitled to a reduction of Operating Expenses with respect
to the Premises if Sublandlord is obligated to pay such Operating Expenses. If Master Landlord does not so agree, then Sublandlord
shall, upon the written request of Subtenant and at Subtenant’s sole cost and expense, exercise such rights in a commercially reasonable
manner (subject to, and in accordance with, the terms of the Master Lease), to confirm the accuracy of the Operating Expenses identified
in the annual statement provided by Master Landlord as payable with respect to the Premises. In such event, Sublandlord shall promptly
deliver the results of such examination to Subtenant, and shall reasonably cooperate with Subtenant and Master Landlord to resolve
any outstanding issues or concerns in accordance with the terms of the Master Lease. Subject to the foregoing, any and all amounts
paid by Sublandlord under the Master Lease for Operating Expenses, real estate taxes or assessments, and other charges with respect
to the Premises accrued during the Term (or otherwise due to the actions of Subtenant, or its agents, employees or contractors)
shall be conclusively deemed to be accurate and binding upon Subtenant for purposes of interpretation of this Section 3.


 


3.3.4           Payment
of Extra Charges. In addition to the amounts payable under Section 3.3.1, Subtenant shall pay to Sublandlord within
ten (10) days of Subtenant’s receipt of Sublandlord’s written invoice therefor: (i) any charges, costs, fees or expenses for which
Sublandlord is separately charged under the Master Lease (and which are not part of Operating Expenses) and which are attributable
to the Premises and accrued during the Term, including, without limitation, personal property taxes and excess electrical consumption
charges (if any); (ii) any and all other sums of money (other than those attributable to Operating Expenses and the charges, costs,
fees or expenses covered by clause (i) above) which are or may become payable by Sublandlord to Master Landlord relating to the
Premises and that have accrued during the Term; (iii) any real property taxes and assessments related to the Premises that are
separately billed to Sublandlord and that have accrued during the Term; and (iv) any and all charges of Master Landlord or other
amounts payable to Master Landlord under the Master Lease caused by Subtenant’s failure to perform its obligations under this Sublease.


 


3.3.5           “Rent”
Definition. All forms of additional rent and any other amounts payable by Subtenant to Sublandlord shall be payable by Subtenant
without notice, demand, deduction, offset or abatement, in each case except as expressly provided to the contrary herein, in lawful
money of the United States to Sublandlord at such places and to such persons as Sublandlord may direct. All such amounts, together
with Base Rent, are collectively referred to herein as “Rent.”


 


3.3.6           Interest
and Late Charges. Subject to the Incorporation Provisions (defined below), Section 3.2 of the Original Master Lease
is hereby incorporated by reference. Any interest and late charges accrued under this Section shall be deemed to be additional
rent payable hereunder. Notwithstanding anything in this Sublease to the contrary, Subtenant shall be entitled to a grace period
of five (5) business days for the first delinquent payment of Base Rent without the payment of interest or late charges, provided,


 




    	  
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however, that
such late charge and payment of interest shall accrue from and after expiration of such 5-business day grace period.


 


3.4         Build
Out Period. As set forth above, Subtenant shall have no obligation to pay Base Rent or Operating Expenses during the period
from the Commencement Date to the Rent Commencement Date (the “Build Out Period”). However, Subtenant
shall pay all of the utilities provided to the Premises (power, water/sewer service, and gas service, if applicable) from and
after the Delivery Date in accordance with Article 10 of the Original Master Lease (incorporated herein as set forth below)
and, except as specifically set forth in this Section 3.4, all other terms and conditions of this Sublease shall apply
and Subtenant shall remain responsible for the payment of all other monetary obligations under this Sublease during the Build
Out Period.


 


4.           Use.
Subtenant shall use and occupy the Premises only for the purposes set forth in Section 13.1 of the Original Master
Lease, and for no other purpose.


 


5.           Parking.


 


5.1         Spaces.
Subject to the provisions of this Section 5, Subtenant shall have the same parking rights as Sublandlord has with respect
to the Premises under the Master Lease (the “Parking Spaces”) during the Term, including, without limitation,
as set forth in Section 21.20 of the Original Master Lease and Section 1(g) of the Master Amendment. Sublandlord
shall not take any action to cause Master Landlord to reduce Sublandlord’s parking rights with respect to the Premises under the
Master Lease. All Parking Spaces are unassigned and nonexclusive spaces, and notwithstanding any provision herein or in the Master
Lease to the contrary, shall be provided to Subtenant at no cost or expense, except for expenses included in Operating Expenses
pursuant to (i) Section 9.2(a)(vi) of the Master Lease or (ii) the second to last sentence of Section 9.2(b) of the
Master Lease.


 


5.2         Compliance.
Subtenant shall comply (and cause each of its employees, contractors, representatives, and invitees using such privileges to
comply) with all rules, regulations and requirements of Master Landlord with respect to use of the Parking Spaces, the Transportation
Demand Management Plan (TDMP) and other matters relating thereto.


 


6.           Additional
Rights.


 


6.1         Signage. Subtenant
shall have all of the right to signage as set forth in Section 11.5 of the Original Master Lease on, or
otherwise specifically allocated to, the 331 Building (including without limitation rights to any monument signage as set
forth in Section 11.5 of the Original Master Lease, which is attributable or otherwise allocated to the Premises).
Accordingly, subject to the Incorporation Provisions, Section 11.5 of the Original Master Lease is hereby incorporated
by reference. All signage of Subtenant shall (i) be subject to the terms of the Master Lease, Sublandlord’s reasonable
approval and Master Landlord’s approval as to design, composition, size and location (as and to the extent set forth in the
Master Lease or the Consent), and (ii) be undertaken at Subtenant’s sole cost and expense, including, without limitation, all
costs of installation, maintenance, repair, restoration and removal.


 




    	  
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6.2         Generator.
Subtenant has informed Sublandlord that Subtenant wishes to use the existing 1 megawatt emergency backup generator (the “Generator”)
which is currently in place on a pad adjacent to the 331 Building (the “Generator Area”). Sublandlord
agrees that Subtenant shall be entitled to use and operate the Generator to provide emergency backup power to the Premises, so
long as Subtenant obtains its own permits to use and operate the Generator (releasing Sublandlord from any liability with respect
to the Generator) and complies with the terms of this Section 6.2. Subject to Section 8, the Generator will be delivered
to Subtenant in good working condition and from and after such delivery, Sublandlord shall have no right to use and operate the
Generator. Subtenant and its authorized personnel shall further have the right to access the Generator Area for purposes of testing,
maintaining, refueling, replacing, repairing and operating the Generator, subject to force majeure and in compliance with any
applicable Master Landlord rules and regulations. Subtenant shall maintain and operate the Generator in compliance with all applicable
federal, state and local laws, rules and regulations, including, without limitation, applicable zoning restrictions, City and
County requirements and regulations of any governing air quality or environmental management district, and obtaining and maintaining
at Subtenant’s sole cost and expense all permits, certificates or other authorizations required for operation of the Generator.
Subtenant shall be solely responsible to ensure that the Generator is operated in compliance with applicable laws, rules and regulations
and the terms of the Master Lease and any governing CC&Rs, and to ensure that the Generator does not interfere with the business
operations or quiet enjoyment of other tenants or occupants of the Center. Without limiting the indemnity set forth in Section
11.2 below, Subtenant hereby indemnifies, defends and holds Sublandlord harmless from and against any claims, suits, judgments,
losses, costs, obligations, damages, expenses, interest, liabilities or harms (collectively, “Claims”)
caused by or resulting from Subtenant’s use and operation of the Generator, provided, that, Subtenant
shall not be obligated to indemnify Sublandlord for Claims to the extent caused by or resulting from the negligence or willful
misconduct of Sublandlord. Immediately prior to the Expiration Date, promptly following Subtenant’s request, Sublandlord
agrees to execute a quit claim bill of sale in form and substance reasonably acceptable to Sublandlord transferring any ownership
interest Sublandlord has in the Generator to Subtenant, without warranty. Other than pursuant to such bill of sale, or as may
be requested by Master Landlord with respect to Master Landlord’s interest therein under the Master Lease (including, without
limitation, Section 11.2 thereof), Sublandlord shall not transfer, sell or convey the Generator to any party or permit
any lien or encumbrance on the Generator. Unless otherwise required by the Master Landlord in accordance with the Master Lease,
Subtenant shall remove the Generator upon expiration or earlier termination of this Sublease and repair any damage caused by such
removal. If required by the terms of applicable laws, rules or regulations, Subtenant will obtain at its cost and deliver to Sublandlord
a copy of any closure or similar report issued by any governmental authority with respect to Subtenant’s cessation of use
and removal of the Generator.


 


6.3         Other
Permits. Subtenant will be responsible for obtaining its own permits with respect to any new or existing building systems
which require permits for operation or occupancy, including without limitation, elevator permits, certificates of occupancy, and
fire protection system permits, except for any such permits that may have already been obtained by Sublandlord and which are freely
transferable to Subtenant without the payment of


 




    	  
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any transfer
fee and without any requirement to obtain the consent of any regulatory, governmental, or quasi-governmental agency with respect
to such transfer.


 


6.4         Food
Trucks. Notwithstanding anything in this Sublease to the contrary, but subject to Master Landlord’s written consent
(in the Consent or other written agreement with Master Landlord) and any terms and conditions related thereto, and subject to
compliance with all applicable laws, rules and regulations, Subtenant may engage mobile food service vendors (“Food
Vendors”) to provide food services for the Premises provided that (i) each Food Vendor shall be reasonably acceptable
to Sublandlord and Master Landlord, (ii) the location within the parking areas of the Center where the Food Vendors may park (“Food
Vendor Area”) and the hours during which the Food Vendors may be present at the Project shall be subject to Sublandlord’s
and Master Landlord’s reasonable approval, (iii) Subtenant shall be responsible, at Subtenant’s sole cost, for ensuring
that the Food Vendor Area remains free of debris and trash while, and immediately following, any time any Food Vendor is in the
Food Vendor Area, and (iv) the Food Vendors shall not interfere with the use of the Center by any other tenants of the Center.
In the event of any such interference or if any Food Vendor causes any damage to the Center, Sublandlord and Master Landlord shall
each have the right to immediately remove such Food Vendor from the Center or prohibit such Food Vendor from entering the Center.


 


7.           Broker
Commissions. Each party represents and warrants that it has dealt with no broker in connection with this Sublease and
the transactions contemplated herein, except that Sublandlord has been represented by Kidder Mathews (in such capacity, “KM-Sublandlord
Broker”) and Binswanger (“Binswanger”, and together with KM-Sublandlord Broker, the “Primary
Brokers”) and Subtenant has been represented by Kidder Mathews (in such capacity, “KM-Subtenant Broker”)
and Cassidy Turley Commercial Real Estate Services, Inc., dba Cushman & Wakefield (“C&W”, and
together with KM-Subtenant Broker, the “Secondary Brokers”). Following full execution and delivery of
this Sublease and the Consent, Sublandlord shall pay the commission payable to KM-Sublandlord Broker as a result of or in connection
with this Sublease (the “Commission”) pursuant to, and in accordance with, the terms of a separate agreement
between KM-Sublandlord Broker and Sublandlord. It is Sublandlord’s and Subtenant’s understanding that KM-Sublandlord
Broker will share the Commission with Binswanger, and the Secondary Brokers pursuant to separate arrangements amongst KM-Sublandlord
Broker, Binswanger and the Secondary Brokers, as applicable. Each party shall indemnify, defend and hold the other party free
and harmless from and against any claim, loss, damage, liability, obligation, cost or expense, including reasonable attorneys’
fees suffered, incurred or asserted arising from the breach of the indemnifying party’s representations and warranties set
forth in this Section 7. Under no circumstances will the Primary Brokers, the Secondary Brokers or any other broker or
agent be deemed to be a third party beneficiary of this Sublease.


 


8.           Condition
Of Premises.


 


8.1         AS
IS. Subject to Sublandlord’s obligation to deliver the Premises to Tenant in the Delivery Condition as set forth
above in Section 1, Subtenant has inspected the Premises and all improvements located therein, and has agreed to accept
the Premises in their


 




    	  
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“AS-IS” condition,
existing as of the date of this Sublease, and subject to all applicable municipal, county, state and federal laws, ordinances
and regulations governing and regulating the use and occupancy of the Premises. Without limiting the generality of the foregoing,
it is expressly understood that the Premises and Common Areas surrounding the Premises were constructed some time ago. Accordingly,
the Delivery Condition does not include any representations by Sublandlord that the Premises, the building systems serving the
Premises, or the Common Areas in and around the Premises comply with current code for Subtenant’s intended use or are sufficient
for obtaining certificates of occupancy upon completion of the Subtenant Improvements and Sublandlord shall have no obligations
hereunder with respect thereto. Specifically (and without limiting the generality of the foregoing), Sublandlord advises Subtenant
that Sublandlord has been advised that the sidewalks around the Premises and the building fire sprinkler system may not comply
with current code for Subtenant’s intended use and any necessary upgrades or modifications to the sidewalks or the sprinkler
system shall be at Subtenant’s sole cost and expense.


 


8.2         Premises
not in Delivery Condition. If it is determined that the Premises or any part thereof, including, without limitation,
any building systems or equipment located therein or providing services thereto, were not in the Delivery Condition on the
Delivery Date, Sublandlord shall, as Subtenant’s sole remedy hereunder, promptly take such steps as are necessary to cause
the Premises to be in the Delivery Condition as soon as reasonably possible after receiving notice thereof from Subtenant at
no cost to Subtenant (through Operating Expenses or otherwise), provided, that, (i) Subtenant delivers written notice
to Sublandlord detailing such deficiency by no later than the date that is three (3) months after the Delivery Date (time
being of the essence), and (ii) the failure of the Premises to be in the Delivery Condition was not directly caused by work
performed or modifications made by Subtenant or its agents, employees or contractors to the Premises. Notwithstanding the
foregoing or anything to the contrary herein, if the failure of the Premises to be in the Delivery Condition identified in
Subtenant’s written notice is due to a failure by Master Landlord to perform any obligations of Master Landlord under the
Master Lease (a “Master Landlord Failure”), Sublandlord shall first use commercially reasonable
efforts to cause Master Landlord to perform such obligations in accordance with Section 9.1.1. However, if Master
Landlord fails to correct the Master Landlord Failure within thirty (30) days after receiving Sublandlord’s written request
therefor (or, if more than 30 days is necessary to complete such correction, Master Landlord has not commenced correction
within such 30-day period or Master Landlord has commenced correction within such 30-day period but has not thereafter
diligently pursued such correction to completion), or the time period for causing Master Landlord to correct the Master
Landlord Failure under the Master Lease has expired, Sublandlord shall promptly at Sublandlord’s election, in
Sublandlord’s sole and absolute discretion, either (i) take such steps as are necessary to correct the Master Landlord
Failure at Sublandlord’s sole cost and expense, or (ii)notify Subtenant in writing that Sublandlord will not correct the
Master Landlord Failure. If Sublandlord notifies Subtenant that Sublandlord will not correct the Master Landlord Failure,
Subtenant shall be entitled to terminate this Sublease by delivering written notice to Sublandlord of such election within
ten (10) business days after receipt of Sublandlord’s notice. If Subtenant elects to terminate this Sublease pursuant to its
right in the foregoing sentence, then Sublandlord shall have the right (but not the obligation) to nullify such termination
by delivering written notice to Subtenant within three (3) business days after receipt of Subtenant’s termination notice by
delivering written notice to


 




    	  
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Subtenant stating that Sublandlord intends
to correct the Master Landlord Failure at Sublandlord’s sole cost and expense (a “Sublandlord Nullification Notice”).
If Sublandlord delivers a Sublandlord Nullification Notice, then Sublandlord shall promptly take such steps as are necessary
to correct the Master Landlord Failure at Sublandlord’s sole cost and expense. The Premises have not undergone inspection by a
Certified Access Specialist (CASp).


 


9.           Master
Lease.


 


9.1         Compliance
With The Master Lease. The terms of this Section 9.1 (including, without limitation, subsections 9.1.1,
and 9.1.2 below) shall govern incorporation of any provisions into this Sublease and such provisions are collectively
referred to herein as the “Incorporation Provisions.” Subtenant shall not cause a breach of the
Master Lease, as more particularly set forth in Section 9.1.3 below. Except as otherwise expressly provided hereunder,
or as the context of this Sublease directly indicates otherwise, all of the rights and obligations granted to or imposed on
the “Tenant” under the Master Lease with respect to the Premises are hereby granted to or imposed on Subtenant and
all of the rights and granted to the “Landlord” under the Master Lease with respect to the Premises are hereby
granted to Sublandlord. All of the terms and conditions contained in the Master Lease are incorporated herein, except as
specifically provided below, and shall together with the terms and conditions specifically set forth in this Sublease
constitute the complete terms and conditions of this Sublease. Subject to the following sentence, capitalized terms used but
not defined herein have the meanings given thereto in the Master Lease. To the extent the Master Lease terms are incorporated
herein, the following defined terms in the Master Lease shall be deemed to have the respective meanings set forth below for
purposes of this Sublease:


 


	Defined Term in Master Lease	 	Definition Under This Sublease
	Amendment	 	Sublease (as defined herein)
	Building(s)	 	331 Building (as defined herein), provided, that, if it is clear from the context of the applicable use that references to the “Buildings” should refer to more than just the 331 Building (such as for purposes of calculating the allocation of costs or responsibilities among the 331 Building and other buildings), the reference shall be adjusted as appropriate to equitably allocate such costs or responsibilities to the 331 Building.
	Landlord	 	Sublandlord (as defined herein)
	Lease	 	Sublease (as defined herein)
	Minimum Rental	 	Base Rent (as defined herein)
	Phase II Building(s)	 	331 Building (as defined herein), provided, that, if it is clear from the context of the applicable use that references to the “Phase II Buildings” should refer to more than just the 331 Building (such as for purposes of calculating the allocation of costs or responsibilities among the 331 Building and other buildings),  the  reference  shall  be  adjusted  as


 




    	  
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	Defined Term in Master Lease	 	Definition Under This Sublease
	 	 	appropriate to equitably allocate such costs or responsibilities to the 331 Building.
	Phase II Rent Commencement Date	 	Rent Commencement Date (as defined herein)
	Property	 	The Phase II site shown
    on the Phase II Site Plan attached to the Master Amendment as Exhibit A.
	Rent Commencement Date	 	Rent Commencement Date (as defined herein)
	Tenant	 	Subtenant (as defined herein)
	Tenant Improvement Allowance	 	Allowances (as defined herein)
	Tenant Improvements	 	Subtenant Improvements
	Workletter	 	Subtenant Work Letter


 


Subtenant acknowledges that it has read
the attached copy of the Master Lease and agrees that this Sublease is in all respects subject and subordinate to any mortgage,
deed, deed of trust, ground lease or other instrument now or hereafter encumbering the Premises or the land on which it is located
to the terms and conditions of the Master Lease and to the matters to which the Master Lease, including any amendments thereto,
is or shall be subordinate. Sublandlord agrees that Sublandlord shall not subordinate its interest in the Master Lease to any future
ground Lessor, mortgagee, trustee, beneficiary or leaseback lessor without first receiving a Non-Disturbance Agreement in accordance
with Section 19.1 of the Master Lease. Sublandlord represents and warrants to Subtenant that (i) the copy of the Original
Master Lease and Master Amendment attached hereto as Exhibit A are each true and correct copies, (ii) the Master Lease is
in full force and effect, and, to Sublandlord’s knowledge, there does not exist any uncured default or event or circumstance which,
with the passage of time, would become a default thereunder by either Sublandlord or Master Landlord, and (iii) the expiration
date of the Master Lease with respect to the Premises is December 31, 2023. As used herein, the phrase “to Sublandlord’s
knowledge” or similar phrases will be deemed to refer exclusively to matters (i) of which Sublandlord has received
written notice pursuant to the requirements of Section 21.1 of the Master Lease, or (ii) within the current actual (as opposed
to constructive or imputed) knowledge of Charles Barry (“Sublandlord’s Representative”). No duty of inquiry
or investigation on the part of Sublandlord or Sublandlord’s Representative will be required or implied and in no event shall Sublandlord’s
Representative have any personal liability therefor.


 


Notwithstanding anything to the contrary set
forth herein:


 


9.1.1           Sublandlord Has No Duty to Perform Master Landlord’s Obligations. Sublandlord shall have no duty to perform any obligations
of Master Landlord which are, by their nature, the obligation of an owner or manager of real property, except to the extent that
Sublandlord elects to do so pursuant to Section 8 hereof and except for the provision of the Allowances in accordance with
Section 10.4.2 hereof. For example, Sublandlord shall not be required to (i) provide services, utilities, repairs, maintenance
or other tasks which the Master Landlord is required to provide under the Master Lease, (ii) construct any improvements, (iii)
procure or maintain the insurance which the Master Landlord is required to procure and maintain under the Master Lease, (iii) develop
or implement the Transportation Demand Management Plan (as defined in the Master Lease) or perform its related obligations and
activities, or (iv) provide any non-disturbance protection in connection with any mortgage,


 




    	  
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deed, deed of trust,
ground lease or other instrument now or hereafter encumbering the Premises. The parties contemplate that Master Landlord will
perform such obligations under the Master Lease to the extent required therein and in the event of any default or failure of such
performance by Master Landlord, Sublandlord agrees that it will, upon written request from Subtenant detailing the nature of such
failure, use good faith, commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master
Lease for the benefit of Subtenant, and such good faith, commercially reasonable efforts shall include, without limitation, efforts
(i) to cause Master Landlord to perform its obligations under the Master Lease for the benefit of Subtenant, (ii) to obtain, at
Subtenant’s sole cost and expense, the consent of Master Landlord whenever the consent of Master Landlord is required under
the Master Lease, (iii) to make any permitted claims for rent abatement from Master Landlord under the terms of the Master Lease,
and (iv) upon Subtenant’s written request, to promptly notify Master Landlord of its nonperformance under the Master Lease
and request that Master Landlord perform its obligations under the Master Lease. Except as specifically provided in Sections
10.4.2(a) and 13 below, under no circumstances shall Subtenant be entitled to any free rent period, construction allowance,
tenant improvements, or any other such economic incentives provided to Sublandlord as set forth in the Master Lease.


 


9.1.2           Time
Periods for Performance; Approvals by Both Master Landlord and Sublandlord. Whenever any provision of the Master Lease specifies
a time period in connection with the performance of any liability or obligation by Subtenant or any notice period or other time
condition to the exercise of any right or remedy by Sublandlord hereunder, such time period shall be shortened in each instance
by three (3) business days for the purposes of incorporation into this Sublease, but in no case shall such period be less than
three (3) days or the actual time period for performance set forth in the Master Lease, if shorter. Any default notice or other
notice of any obligations (including any billing or invoice for any rent or any other expense or charge due under the Master Lease)
from Master Landlord which is received by Subtenant (whether directly or as a result of being forwarded by Sublandlord) shall constitute
such notice from Sublandlord to Subtenant under this Sublease without the need for any additional notice from Sublandlord. Whenever
any provision of the Master Lease requires Subtenant to pay the costs and expenses of “Landlord,” Subtenant shall pay
the costs and expenses of both Master Landlord and the costs and expenses of Sublandlord to the extent arising out of this Sublease
(other than costs incurred in connection with obtaining Master Landlord’s consent hereto, which shall be Sublandlord’s responsibility)
or Subtenant’s use or occupancy of the Premises. Whenever any provision of the Master Lease requires Subtenant to submit evidence,
certificates or other documents or materials, Subtenant shall submit such items to both Sublandlord and Master Landlord, and whenever
any provision of the Master Lease requires Subtenant to obtain the approval or consent of “Landlord,” Subtenant shall
be required to obtain the approval or consent of both Sublandlord and Master Landlord; provided however, that if Master Landlord
provides such consent, Sublandlord shall not unreasonably withhold, condition or delay consent. In the event of a conflict between
the express provisions of this Sublease and the incorporated provisions of the Master Lease, as between Sublandlord and Subtenant,
the express provisions of this Sublease shall control.


 


9.1.3           Subtenant
Shall Not Cause a Breach of Master Lease. Subtenant shall not do, permit or suffer any act, occurrence or omission which if
done,


 




    	  
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permitted or suffered
by Sublandlord would be (with notice, the passage of time or both) in violation of or a default by the “Tenant” under
the Master Lease or could lead in any respect to the termination of the Master Lease. If Subtenant shall default in the performance
of any of its obligations under this Sublease, other than its obligation to pay rent to Sublandlord, Sublandlord, without being
under any obligation to do so and without thereby waiving such default, may remedy such default for the account and at the expense
of Subtenant, without notice in a case of emergency and, in all other cases, if the default continues after five (5) business days
from the date of written notice thereof from Sublandlord. Subtenant shall defend, indemnify and hold Sublandlord harmless from
all Claims, including reasonable attorneys’ fees and costs, arising out of or in connection with any acts or failures to act by
Subtenant, or its agents, employees or contractors that causes Sublandlord to be in a default under the Master Lease or otherwise
increases Sublandlord’s liability or responsibilities under the Master Lease, provided, that, Subtenant shall not be required to
indemnify or defend Sublandlord for any Claims to the extent resulting from the negligence or willful misconduct of Sublandlord.


 


9.1.4           Sublandlord
Shall Not Cause a Breach of the Master Lease, and Shall Not Extend. So long as Subtenant is not in default under this Sublease
beyond the expiration of any applicable notice and cure periods, Sublandlord shall fully perform all Sublandlord’s covenants, obligations
and agreements set forth in the Amended Master Lease (as defined in Section 9.3) (except to the extent they are the corresponding
covenants, obligations or agreements of Subtenant hereunder that Subtenant has failed to comply with pursuant to the terms hereof),
including without limitation, the payment of rent and all other sums payable by Sublandlord thereunder. Sublandlord further agrees
that Sublandlord will not exercise any extension options it may have to extend the term of the Amended Master Lease with respect
to the 331 Building only and hereby relinquishes any such right. Master Landlord shall be a third party beneficiary of the previous
sentence. In the event (i) Sublandlord defaults in the performance of any of its obligations under this Sublease beyond all applicable
notice and cure periods (provided such Sublandlord default under this Sublease is not the result of or caused by Master Landlord’s
failure to perform Master Landlord’s stated obligations under the Master Lease, Master Landlord’s default under the Master Lease,
or Subtenant’s default under the Sublease), and (ii) such default by Sublandlord adversely impacts Subtenant’s ability to conduct
business in the Premises, then Subtenant shall be entitled to “self-help” as set forth below. In such event, after expiration
of the initial notice and cure period, if the default is thereafter continuing and Sublandlord has not commenced to cure such default
(within the initial cure period) and is not thereafter diligently prosecuting such cure to completion, Subtenant shall be entitled
to deliver a second notice to Sublandlord expressly stating in bold and capitalized text that Subtenant intends to cure such default
on Sublandlord’s behalf. If Sublandlord fails to commence such repairs within 10 business days after Sublandlord’s receipt of Subtenant’s
second notice and fails thereafter to diligently pursue such repairs to completion, Subtenant shall be entitled to proceed to take
such steps as are necessary to cure such Sublandlord default and charge Sublandlord Subtenant’s reasonable third party expenses
in so doing (including, without limitation, reasonable attorneys’ fees and costs), provided, that, Subtenant provides Sublandlord
with invoices and evidence of payment for such costs. Notwithstanding the foregoing or anything to the contrary herein, under no
circumstances will Subtenant be entitled to perform obligations of Master Landlord under the Master Lease as part of Subtenant’s
 “self-help” rights hereunder, unless otherwise expressly agreed to in writing by Master Landlord (in the Consent or


 




    	  
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other written
document) and Master Landlord agrees to release Sublandlord from any liability in connection therewith.


 


9.2         Excluded
Provisions. Notwithstanding any provision of this Sublease to the contrary, the following provisions of the Master
Lease shall not be incorporated into this Sublease:


 


Provisions in the Original
Master Lease


 


		•	Section 1.1(a), except for the definitions of “Improvements”
and “Common Areas”



		•	Section 1.1(c)



		•	Section 1.2, except as referenced in Section
9.8 of this Sublease.



		•	Sections
                                         2.1 through 2.6



		•	Section
                                         3.1(a) through (e)



		•	Section 5.1



		•	Section 5.2



		•	Section 5.3



		•	Article 6



		•	Section
                                         9.1 through 9.5, except as referenced in Section 3.3 above



		•	Unless otherwise agreed by Master Landlord in the Consent,
the last portion of the first sentence in Section 11.1 beginning with “except that Tenant shall not be required...”



		•	The fifth sentence of Section 11.2, beginning with
 “Tenant shall also be responsible...”



		•	Section 12.1(b)



		•	The second sentence of Section 12.2(c)



		•	Section 14.6



		•	The second sentence and parenthetical third sentence of
Section 19.1



		•	Article 20



		•	Section 21.1, except as referenced in Section
10.1 of this Sublease.



		•	Section21.2



		•	Section21.3



		•	Section21.5



		•	Section21.8



		•	Section21.9



		•	Section21.15



		•	Section21.16



		•	Section21.17



		•	Section21.18



		•	Section21.19



		•	The fourth sentence (which begins with “The monthly
fee”) and the last parenthetical sentence of Section 21.20(b)



		•	Exhibits
                                         A, B, C, D and E (in each case except to the extent expressly
                                         referenced in any portion of the Master Lease affirmatively incorporated herein)



 




    	  
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Provisions in the Master Amendment


 


		•	Recitals



		•	Sections
                                         1(a) through (d), including the paragraph that precedes (a)



		•	Section 1(e), except as referenced in Section
3.3 of this Sublease.



		•	Section 1(f)



		•	Clause (ii) of Section 1(g)



		•	Section 1(h)



		•	The second, third and fourth sentences of Section 2



		•	The first sentence of Section 2(b)



		•	Section 2(a)



		•	The first two (2) sentences of Section 2(c)



		•	Section 2(d)



		•	Sections
                                         3 through 4



		•	The last sentence of Section 5



		•	Sections
                                         6 through 8



		•	Exhibit B



		•	Schedule C-l



		•	Schedule C-2



 


9.3         Inapplicable
Amendments. In addition to the foregoing, Sublandlord confirms that, except for provisions of this Sublease that
refer to the Amended Master Lease, the following amendments to the Original Master Lease are inapplicable to the Premises and
are not part of the Master Lease for purposes of this Sublease:


 


(a)              First
Amendment to Build-to-Suit Lease dated January 22, 2003;


 


(b)              Second
Amendment to Build-to-Suit Lease dated March 26, 2004;


 


(c)               Third
Amendment to Build-to-Suit Lease dated August 12, 2004;


 


(d)               Fourth
Amendment to Build-to-Suit Lease and First Amendment to Workletter dated June 19, 2006;


 


(e)               Sixth
Amendment to Build-to-Suit Lease and Third Amendment to Workletter dated November 21, 2006; and


 


(f)                Seventh
Amendment to Build-to-Suit Lease and Fourth Amendment to Workletter dated February 21, 2008.


 


As used in this Sublease,
the term “Amended Master Lease” shall mean the Original Master Lease as amended by all amendments thereto (whether
on, before or after the date hereof), including the aforementioned inapplicable amendments.


 




    	  
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9.4          Termination
Of Master Lease. If for any reason the term of the Master Lease is terminated prior to the Expiration Date of this Sublease,
this Sublease shall thereupon terminate and Sublandlord shall not be liable to Subtenant by reason thereof for damages or otherwise
unless and to the extent such termination is due to Sublandlord’s default under this Sublease (including, without limitation, a
default under Section 9.1.4). In the event of any such early termination, Sublandlord shall return to Subtenant that portion
of any rent paid in advance by Subtenant, if any, which is applicable to the period following the date of such termination. Notwithstanding
the foregoing, so long as Subtenant is not in default after the expiration of applicable notice and cure periods hereunder, Sublandlord
agrees that, except in the event of a casualty or condemnation where Sublandlord is entitled under this Sublease to terminate the
Master Lease with respect to the Premises, Sublandlord shall not voluntarily terminate the Master Lease with respect to the Premises
without Subtenant’s consent, in its sole discretion, unless Master Landlord agrees to recognize this Sublease as a direct agreement
with Subtenant upon substantially the same terms set forth in this Sublease, or Subtenant otherwise has the right to continue to
occupy the Premises pursuant to a direct agreement with Master Landlord upon terms satisfactory to Subtenant, in its sole discretion.
Nothing herein shall prevent Sublandlord from terminating the Master Lease with respect to spaces other than the Premises leased
by Sublandlord thereunder. Sublandlord agrees not to modify the Master Lease in any manner that affects the Premises or Subtenant’s
rights or obligations under the Master Lease, without obtaining Subtenant’s prior written consent, to be provided in Subtenant’s
sole discretion.


 


9.5          Holding
Over. If Subtenant holds possession of the Premises or any portion thereof after the expiration or earlier termination
of this Sublease, then Subtenant shall become a tenant at sufferance only, at a sublease base rental rate equal to one hundred
fifty percent (150%) of the Base Rent in effect upon the date of such expiration or termination, plus all additional rent payable
by Subtenant hereunder (pro-rated on a daily basis) (such amounts, collectively, the “Holdover Rent Payments”).
Acceptance by Sublandlord of rent after such expiration or termination date shall not result in a renewal of this Sublease
and shall not waive or modify Sublandlord’s rights to pursue any and all legal remedies available to Sublandlord under applicable
law with respect to such holding over by Subtenant. It is acknowledged that if Subtenant holds over after the expiration or earlier
termination of this Sublease, Sublandlord may be subject to holdover rent with respect to the Premises under the Master Lease.
Accordingly, (i) Sublandlord expressly reserves the right to require Subtenant to surrender possession of the Premises upon the
expiration of the Term or upon the earlier termination hereof and the right to assert any remedy at law or in equity to evict Subtenant
and/or collect damages in connection with any such holding over, and (ii) Subtenant shall indemnify, defend and hold Sublandlord
harmless from and against any and all Claims, including, without limitation, attorneys’ fees incurred or suffered by Sublandlord
by reason of Subtenant’s failure to surrender the Premises on the expiration or earlier termination of this Sublease in accordance
with the provisions of this Sublease (including, without limitation, the cost of all rent payable by Sublandlord with respect to
the Premises under the Master Lease caused by or resulting from Subtenant’s holdover) to the extent greater than the Holdover Rent
Payments, unless Subtenant has vacated the Premises in accordance with the terms hereof and such holdover rent with respect to
the Premises is due to the negligence or willful misconduct of Sublandlord. Notwithstanding the foregoing, Subtenant shall be entitled
to make separate arrangements with Master Landlord permitting Subtenant to


 




    	  
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remain in
the Premises after expiration of the Term, provided, that, (a) Sublandlord is released from its obligation to surrender the Premises
to Master Landlord under the terms of the Master Lease, and (b) the Master Lease terminates with respect to the Premises for all
purposes on the Expiration Date.


 


9.6         Compliance
with Law. Subtenant warrants to Sublandlord that the Subtenant Improvements (as defined below) and any other improvements
constructed by Subtenant on the Premises from time to time shall not violate any applicable law, building code, regulations or
ordinance in effect on the Rent Commencement Date or at the time such improvements are placed in service. If it is determined that
such warranty has been violated, then Subtenant shall, upon written notice from Sublandlord, promptly correct such violation, at
Subtenant’s sole cost and expense. Subtenant acknowledges that neither Sublandlord nor any agent of Sublandlord has made any representation
or warranty as to the present of future suitability of the Premises for the conduct of Subtenant’s business or proposed business
therein.


 


9.7          Definitions.
Subject to the Incorporation Provisions, the definitions of “Improvements” and “Common Areas”
set forth in Section 1.1(a) of the Original Master Lease are hereby incorporated by reference; provided however,
that the phrase “in the Center” of the definition of “Common Areas” is hereby deleted and replaced
with “on the Property”.


 


9.8          Use
of Common Areas. Subject to the Incorporation Provisions, Section 1.1(b) of the Original Master Lease is hereby
incorporated by reference; provided however, that the phrase “pursuant to Section 1.1(a)” is hereby deleted therefrom.
Subtenant acknowledges Master Landlord’s reserved rights set forth in Section 1.2 of the Original Master Lease.


 


9.9          Personal
Property. Subject to the Incorporation Provisions, Section 8.1 of the Original Master Lease is hereby incorporated
by reference.


 


9.10       Real
Property. Subject to the Incorporation Provisions, Section 8.2 of the Original Master Lease is hereby incorporated
by reference.


 


9.11        Utilities.
Subject to the Incorporation Provisions, Section 10.1 of the Original Master Lease are hereby incorporated by reference;
provided however, that the phrases “and, in the case of the Phase II Building, to Tenant’s premises in such Building”
and “(or, in the case of the Phase II Building, are not separately metered to Tenant’s premises in that Building)” are
hereby deleted in their entirety.


 


9.12        Alterations;
Surrender Obligations. Subject to the Incorporation Provisions, Sections 11.1 through 11.4 of the Original
Master Lease are hereby incorporated by reference, except for (i) the last portion of the first sentence in Section 11.1,
as amended by Section 1(h) of the Master Amendment (beginning with “except that (i) subject to the final sentence...”)
and (ii) the fifth sentence of Section 11.2 (which begins with “Tenant shall also be responsible”). Notwithstanding
the foregoing, the language excluded by clause (i) above shall not be excluded and shall be deemed to be incorporated into this
Sublease, if Master Landlord


 




    	  
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consents to Subtenant
having the rights to perform certain alterations, additions or improvements without consent as set forth therein. Further, notwithstanding
anything to the contrary herein, Subtenant’s removal and restoration obligations hereunder shall include any removal and restoration
obligations of Sublandlord under the Master Lease with respect to the Premise (including, without limitation, removal and restoration
obligations with respect to improvements installed by Sublandlord prior to this Sublease if so required), provided, that, if Subtenant
enters into a direct lease of the Premises with the Master Landlord commencing immediately upon termination of the Master Lease
and Sublandlord is fully released from any obligations with respect to the surrender condition of the Premises under the Master
Lease, Sublandlord agrees that Subtenant shall not be obligated under this Sublease to complete any removal or restoration as required
under the Master Lease. Further, Sublandlord agrees to cooperate with Subtenant’s efforts to obtain a confirmation from Master
Landlord in the Consent that neither Subtenant nor Sublandlord will be required to remove Subtenant’s Improvements upon expiration
or earlier termination of the Master Lease. Subtenant shall not be required to remove any alterations or improvements made by or
for the account of Sublandlord unless the Master Landlord requires the removal of the same. Sublandlord shall not require Subtenant
to perform Subtenant Improvements on all floors of the Premises if a corresponding obligation is not otherwise required of Sublandlord
under the Master Lease.


 


9.13       Maintenance
and Repairs. Subject to the Incorporation Provisions, Section 12.1(a) and Section 12.2 of the Original Master
Lease are hereby incorporated by reference, except for (i) the phrase “pursuant to the indemnification provided in Section
14.6 hereof of Section 12.1(a), (ii) the phrase “, except to the extent expressly set forth in Section 12.1(b),”
of Section 12.1(a), (iii) the phrase “(from and after the applicable Rent Commencement Date for each Phase I Building
and for each phase of the Phase II Building)” of Section 12.2(a), (iv) the last proviso of Section 12.2(a) beginning
with “provided, however, that (x) Tenant’s ordinary repair obligation...”, and (v) the second sentence of Section
12.2(c).


 


9.14       Use;
No Nuisance, Compliance with Laws, Liquidation Sales, & Environmental Matters. Subject to the Incorporation Provisions,
Sections 13.1 through 13.6 of the Original Master Lease are hereby incorporated by reference; provided however, that
notwithstanding anything to the contrary contained in this Sublease, under no circumstances shall Subtenant ever have any responsibility
for any breach or default of these provisions existing on or prior to the date of this Sublease or first arising after the expiration
of the Term (unless actually caused by Subtenant); further provided, that (i) the reference to “Landlord” in the first
line of Section 13.4(b) hereby refers to Master Landlord, (ii) the reference to “14.6” in the last line of Section
13.6(b)(xi) is hereby deleted, and (iii) Section 13.6(d) is hereby deleted in its entirety.


 


9.15       Insurance.
Subject to the Incorporation Provisions, Sections 14.1 through 14.5 of the Original Master Lease and Section
14.7 of the Original Master Lease are hereby incorporated by reference, except the phrase “by Landlord and Tenant under
Section 5.1 of the Workletter” in the first sentence shall be deemed to be replaced by the phrase “by Subtenant
under the Subtenant Work Letter.” Without limiting the generality of the foregoing, Subtenant acknowledges and agrees that
Subtenant shall carry the same insurance that Sublandlord is obligated to carry under the Original Master Lease, provided however,
that


 




    	  
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Subtenant shall name Subtenant,
Sublandlord and Master Landlord (and any other third parties identified by Sublandlord or Master Landlord in accordance with the
terms of the Master Lease) as insureds or additional insureds under such insurance policies as their interests may appear.


 


9.16       Sublease
and Assignment. Subject to the Incorporation Provisions, Article 15, as amended by Section l(i) of the Master
Amendment, is hereby incorporated by reference and shall govern any such assignment or subletting, except as set forth in this
Section 9.16. Subtenant shall not voluntarily or involuntarily, by operation of law or otherwise, assign, sublet, mortgage
or otherwise encumber all or any portion of its interest in this Sublease or in the Premises without obtaining the prior written
consent of Sublandlord and Master Landlord with respect thereto. So long as Master Landlord’s consent is obtained, Sublandlord
shall not unreasonably withhold, condition, or delay its consent to any proposed assignment or sublease; provided, however, that
Sublandlord or Master Landlord, as the case may be, may require as a condition of granting any such consent that (i) the proposed
transferee demonstrate that its financial resources and tangible net worth are at least equal to Subtenant’s financial resources
and tangible net worth as of the Effective Date, (ii) the nature of the transferee’s proposed use of the Premises and the transferee’s
reputation shall be reasonably satisfactory to Sublandlord and (ii) Subtenant reaffirms, in form satisfactory to Sublandlord, its
continuing liability under this Sublease. Notwithstanding the foregoing, Sublandlord confirms that Subtenant is entitled to complete
a Permitted Transfer (as defined in Section 15.1 of the Original Master Lease) without Sublandlord’s consent, but with prior
or concurrent notice by Subtenant to Sublandlord (a “Subtenant Permitted Transfer”). It is acknowledged,
however, that, unless and to the extent agreed otherwise in the Consent or other separate agreement between Subtenant and Master
Landlord, Subtenant shall be required to obtain Master Landlord’s consent to any Subtenant Permitted Transfer. Any assignment,
subletting, mortgage or other encumbrance attempted by Subtenant to which Sublandlord and/or Master Landlord has not consented
in writing pursuant to the provisions hereof (unless such consent is not required) shall be null and void and of no effect. Sublandlord
hereby agrees to reimburse Master Landlord at its own expense for any fees due to Master Landlord under the Master Lease in connection
with the subletting of the Premises to Subtenant.


 


9.17       Right
of Entry and Quiet Enjoyment. Subject to the Incorporation Provisions, Article 16 of the Original Master Lease is
hereby incorporated by reference.


 


9.18       Casualty
and Taking. Subject to the Incorporation Provisions, Article 17 of the Original Master Lease is hereby incorporated
by reference, provided, that, Sublandlord shall have no right to terminate this Sublease as a result of damage, destruction or
taking, unless (i) such damage, destruction or taking affects the 331 Building, and is of such a magnitude that the Sublandlord
has the right to terminate the Master Lease with respect to the 331 Building as a result, provided, that, Sublandlord shall not
exercise such termination right with respect to the 331 Building (subject to clause (ii) below) if Subtenant certifies to Sublandlord
in writing that Subtenant will fully perform and indemnify Sublandlord for all restoration obligations of Sublandlord under the
Master Lease with respect to the 331 Building and can reasonably demonstrate to Sublandlord that Subtenant has the financial ability
to perform such restoration; or (ii) the damage, destruction or taking (A) affects spaces other than


 




    	  
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the 331 Building which
are leased by Sublandlord under the Master Lease, (B)is of such magnitude that Sublandlord has the right to terminate the Master
Lease, and (C) Sublandlord is not entitled to terminate the Master Lease with respect to the affected spaces without also terminating
the Lease with respect to the331 Building.


 


9.19       Default.
Subject to the Incorporation Provisions, Article 18 of the Original Master Lease is hereby incorporated by reference.


 


9.20       Subordination.
Subject to the Incorporation Provisions (except as provided below), Section 19.1 of the Original Master Lease is hereby incorporated
by reference, except for the second and parenthetical third sentence. Notwithstanding anything to the contrary in the Incorporation
Provisions, it is acknowledged and agreed that references in Section 19.1 of the Original Master Lease to any assignee,
ground lessor, mortgagee, trustee, beneficiary or sale/leaseback lessor or other party with an interest in the Buildings, the Property,
the Center or any of them, are deemed to be references to Master Landlord’s (as opposed to Sublandlord’s) assignee, ground lessor,
mortgagee, trustee, beneficiary or sale/leaseback lessor.


 


9.21       Sale
of Sublandlord’s Interest. Subject to the Incorporation Provisions, Section 19.2 of the Original Master Lease is
hereby incorporated by reference, provided however, that, (i) references to “interest in the Buildings and the Property”
are hereby deemed to be references to “interest in the Master Lease,” and (ii) the phrase “, except as otherwise
expressly provided in Section 21.2 hereof is hereby deleted.


 


9.22       Estoppel
Certificate. Subject to the Incorporation Provisions, Section 19.3 of the Original Master Lease is hereby incorporated
by reference, provided however, that, notwithstanding anything to the contrary in the Incorporation Provisions, references therein
to the term “Landlord” shall be deemed to refer to both Master Landlord and Sublandlord.


 


9.23       Subordination
to CC&Rs. Subject to the Incorporation Provisions, Section 19.4 of the Original Master Lease is hereby incorporated
by reference, provided however that (i) references to “sublease” therein are hereby replaced with “sub-sublease”,
(ii) the phrase “(including any buildings occupied by or leased to Tenant pursuant to Tenant’s exercise of any of the rights
contained in Article 6 of this Lease)” therein is hereby deleted, and (iii) the phrase “or, if Tenant exercises its rights
under Section 6.3 of this Lease, on the Expansion Property” therein is hereby deleted.


 


9.24       Mortgagee
Protection. Subject to the Incorporation Provisions, Section 19.5 of the Original Master Lease is hereby incorporated
by reference, provided that, notwithstanding anything to the contrary in the Incorporation Provisions, references therein to the
term “Landlord” are hereby deemed to refer to Master Landlord.


 


9.25       Severability.
Subject to the Incorporation Provisions, Section 21.4 of the Original Master Lease is hereby incorporated by reference.


 


9.26       Surrender;
No Merger. Subject to the Incorporation Provisions, Section 21.6 of the Original Master Lease is hereby incorporated
by reference.


 




    	  
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9.27       Interpretation.
Subject to the Incorporation Provisions, Section 21.7 of the Original Master Lease is hereby incorporated by reference.


 


9.28       No
Partnership. Subject to the Incorporation Provisions, Section 21.10 of the Original Master Lease is hereby incorporated
by reference.


 


9.29       Financial
Information. Subject to the Incorporation Provisions, Section 21.11 of the Original Master Lease is hereby incorporated
by reference. Notwithstanding the foregoing, Subtenant confirms that, as of the date hereof, Sublandlord may access true, correct
and complete, consolidated financial statements for Guarantor at www.prothena.com. Notwithstanding anything to the contrary
contained herein or in the Master Lease, Sublandlord agrees that, so long as Guarantor’s financial statements are consolidated
and that Guarantor’s consolidated group for accounting purposes includes Subtenant, then for purposes of this Sublease:
(i) Subtenant shall not be obligated to deliver financial statements to Sublandlord pursuant to the terms of this Section 9.29
if Guarantor’s consolidated financial statements continue to be publicly available on the website referenced above or
are otherwise publicly available and fully accessible on the Securities and Exchange Commission website, and (ii) if such consolidated
financial statements are no longer publicly available, as referenced in clause (i) above, Subtenant may satisfy the requirements
of this Section 9.29 (and Section 21.11 of the Original Master Lease as incorporated herein) by delivering, or causing
Guarantor to deliver, consolidated financial statements for Guarantor.


 


9.30       Costs.
Subject to the Incorporation Provisions, Section 21.12 of the Original Master Lease is hereby incorporated by reference.


 


9.31       Time.
Subject to the Incorporation Provisions, Section 21.13 of the Original Master Lease is hereby incorporated by reference.


 


9.32       Rules
and Regulations. Subject to the Incorporation Provisions, Section 21.14 of the Original Master Lease is hereby incorporated
by reference.


 


9.33       Parking
and Traffic. Subject to the Incorporation Provisions, Section 21.20 of the Original Master Lease (as amended by
Section 1(g) of the Master Amendment) is hereby incorporated by reference, except for the following provisions which require
payment of a monthly fee for parking: (A) the fourth sentence of Section 21.20(b) of the Original Master Lease, which begins
with the phrase “The monthly fee”, (B) the last parenthetical sentence of Section 21.20(b) of the Original Master
Lease, and (C) clause (ii) of Section 1(g) of the Master Amendment. Without limiting the generality of the Incorporation
Provisions, it is acknowledged that the TDMP program and the administration and management thereof are obligations of the Master
Landlord and Sublandlord shall have no responsibility with respect thereto.


 


9.34       Site
Plan. Subject to the Incorporation Provisions, the Site Plan attached to the Master Amendment as Exhibit A is hereby
incorporated by reference.


 




    	  
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		10.	Additional Provisions.



 


10.1       Notices.
In the event that (i) Sublandlord or Subtenant shall receive any notice or documentation from Master Landlord for any reason
pertaining to the Premises or this Sublease (it being agreed that Sublandlord has no obligation to deliver to Subtenant notices
under the Master Lease that relate solely to spaces other than the Premises leased by Sublandlord under the Master Lease, unless
such notice could adversely impact Subtenant’s rights or obligations hereunder [such as a notice of Sublandlord’s breach
or default under the Amended Master Lease]), or (ii) Sublandlord or Subtenant send any notice or documentation to Master Landlord
for any reason pertaining to the Premises or this Sublease (it being agreed that Sublandlord has no obligation to deliver to Subtenant
notices to Master Landlord under the Master Lease that relate solely to spaces other than the Premises leased by Sublandlord under
the Master Lease, unless such notice could adversely impact Subtenant’s rights or obligations hereunder [such as a notice
of Master Landlord’s breach or default under the Amended Master Lease]), then, within three (3) business days from the date
of such receipt or delivery (as applicable), such party shall send a copy of such notice or document to the other party. All notices,
demands, consents and approvals which may or are required to be given by either party to the other hereunder shall be given in
the manner provided in Section 21.1 of the Original Master Lease at the addresses shown below (or such other addresses as
the parties may designate in writing and delivered in compliance with this Section 10.1). Subject to the Consent, notices
to the Master Landlord shall be given in accordance with Section 21.1 of the Master Lease.


 


	Notices To Sublandlord:	Amgen Inc.
	 	One Amgen Center Drive
	 	Mail Stop: 28-1-A
	 	Thousand Oaks, CA 91320-1799
	 	Attention: Corporate Real Estate
	 	 
	With a copy to:	Amgen Inc.
	 	One Amgen Center Drive
	 	Mail Stop: 35-2-A
	 	Thousand Oaks, CA 91320-1799
	 	Attention: Operations Law Group
	 	 
	Notices to Subtenant:	Prothena Biosciences Inc
	 	650 Gateway Boulevard
	 	South San Francisco, CA 94080
	 	Attention: Chief Financial Officer
	 	
	With a Copy to:	Prothena Biosciences Inc
		650 Gateway Boulevard
	 	South San Francisco, CA 94080
	 	Attention: Chief Legal Officer


 




    	  
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10.2       [Intentionally
Omitted]


 


10.3       [Intentionally
Omitted]


 


10.4       Subtenant
Improvements.


 


10.4.1       Alterations
and Improvements By Subtenant.


 


(a)       Subtenant
Improvements. Subtenant shall be entitled to construct tenant improvements in the Premises (the “Subtenant Improvements”),
including reasonable security measures for the Premises, subject to and in accordance with the terms of that certain Subtenant
Work Letter to be attached to the Consent (which is expressly incorporated herein by this reference) (the “Subtenant
Work Letter”) and the terms of the Master Lease and this Sublease. All approval rights of Master Landlord and Sublandlord
with respect to the Subtenant Improvements shall be governed by the terms of the Subtenant Work Letter. Subtenant shall be solely
responsible for paying any management or supervisory fee or reimbursement requests charged by Master Landlord in connection with
the Subtenant Improvements (collectively, the “Master Landlord Fees”) in accordance with the terms of
the Master Lease and the Subtenant Work Letter. Sublandlord confirms that Sublandlord shall not charge Subtenant any construction
management fee or supervisory fees (other than passing through the Master Landlord Fees). However, Subtenant shall be obligated
to reimburse Sublandlord for any actual and reasonable third party out-of-pocket costs incurred by Sublandlord in connection with
reviewing and approving Subtenant’s plans and specifications promptly upon request. Subject to the terms of the Master Lease,
the Subtenant Work Letter, and Sublandlord’s prior written approval, which shall not be unreasonably withheld, conditioned
or delayed, Subtenant shall be entitled to use its own architects and contractors for the purpose of completing the Subtenant Improvements.


 


(b)       No
Liens. Should a lien be made or filed against the Premises or real property on which the Premises are situated as a result
of the construction of any Subtenant Improvements (or any other alterations or actions by Subtenant or its agents, employees or
contractors), Subtenant at its sole cost, shall bond against or discharge said lien within ten (10) business days after Sublandlord’s
or Master Landlord’s request to do so. If Subtenant fails to do so, Master Landlord and Sublandlord shall each have the right
(but not the obligation) to obtain the release or discharge of the lien and Subtenant shall, within fifteen (15) days after written
demand by Master Landlord or Sublandlord (as applicable, and accompanied by reasonable documentation of the items claimed), reimburse
Master Landlord or Sublandlord for all costs, including (but not limited to) reasonable attorneys’ fees, incurred by Master
Landlord or Sublandlord (as the case may be) in obtaining the release or discharge of such lien, together with interest from the
date of demand at the interest rate set forth in Section 3.2 of the Original Lease.


 


(c)       Incorporation
of Master Amendment Provisions. Subject to the Subtenant Work Letter and the Incorporation Provisions, Section 2 of
the Master Amendment is hereby incorporated by reference, but expressly excluding (i) the second, third and fourth sentences of
Section 2 of the Master Amendment, (ii) Section 2(a) of the Master


 




    	  
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Amendment, (iii) the first sentence of
Section 2(b) of the Master Amendment, (iv) the first two sentences of Section 2(c) of the Master Amendment, and (v)
Section 2(d) of the Master Amendment.


 


10.4.2       Allowances.
Subtenant shall construct the Subtenant Improvements in accordance with the terms hereof and the Subtenant Work Letter, at
Subtenant’s cost, provided, that, Subtenant shall be entitled to apply the Master Lease Allowance (as defined below) and
the Sublandlord Allowance (defined below and, collectively with the Master Lease Allowance, the “Allowances”)
to Subtenant’s costs and expenses to construct the Subtenant Improvements, as more particularly set forth in this Section
10.4.2.


 


(a)       Master
Lease Allowance. Sublandlord confirms and represents that it has not used approximately Two Million Two Hundred Four Thousand
Eight Hundred Thirty and No/100 Dollars ($2,204,830.00) of the allowance funds available to Sublandlord under the Master Lease
with respect to the Premises (the “Master Lease Allowance”) from Master Landlord. Subject to the terms
of the Master Lease, and the terms of the Subtenant Work Letter, Sublandlord agrees to provide Subtenant with the benefit of the
Master Lease Allowance to apply towards Subtenant’s costs of completing the Subtenant Improvements as permitted under the
terms of the Master Lease. Sublandlord shall disburse the Master Lease Allowance in accordance with the Disbursement Procedures
set forth in Section 10.4.3(a) below.


 


(b)       Sublandlord
Allowance. In addition to the Master Lease Allowance, Sublandlord shall provide Subtenant with an improvement allowance
equal to Eleven Million Nine Hundred Fifty-Eight Thousand Three Hundred Ninety Two and 88/100 Dollars ($11,958,392.88) (the “SublandlordAttowance”).


 


(c)       Use
of Allowances. Subtenant shall be entitled to apply the Master Lease Allowance (subject to the terms of the Master Lease)
and the Sublandlord Allowance to hard and soft costs incurred by Subtenant to construct the Subtenant Improvements and to prepare
for Subtenant’s occupancy to the Premises, including, without limitation, all architectural and engineering services, project
management, design supervision and construction management fees, moving expenses, costs and expenses to acquire and install security
systems, furniture, fixtures and equipment, permitting fees, signage, and data/telephone cabling. Sublandlord shall disburse the
Allowances in accordance with the Disbursement Procedures set forth in Section 10.4.3 below.


 


10.4.3       Disbursement
Procedures. Subtenant acknowledges and agrees that its requests for disbursements of the Allowances in connection with
the Subtenant Improvements will, to the extent possible, be allocated first to the Master Lease Allowance and then to the Sublandlord
Allowance.


 


(a)       Disbursement
of Master Lease Allowance. With respect to distribution of the Master Lease Allowance, Sublandlord shall disburse such payment
to Subtenant not more than once per month, within forty-five (45) days after receipt by Sublandlord from Subtenant of the Disbursement
Documentation (as defined below), as well as any other


 




    	  
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information required by Master Landlord
for disbursement of the Master Lease Allowance. Sublandlord shall be entitled to rely on the accuracy of any and all invoices,
fee statements and lien waivers for labor and materials performed on or furnished to the Premises in connection with the Subtenant
Improvements and to rely, to the extent submitted, on any and all certifications as to the cost of the improvement submitted by
Subtenant’s general contractor or architect. In addition, Sublandlord shall have the option and right to inspect all Subtenant
Improvements prior to any disbursement of the Master Lease Allowance, provided that such inspections shall be completed expeditiously.
Subtenant acknowledges that, although Sublandlord is disbursing the Master Lease Allowance directly to Subtenant in accordance
with the terms hereof, Sublandlord is doing so with the intent of seeking reimbursement of the disbursed amounts from Master Landlord
out of the Master Lease Allowance in accordance with the terms of the Master Lease and the Subtenant Work Letter. Accordingly,
Subtenant agrees to cooperate fully with Sublandlord’s efforts to receive such reimbursement from Master Landlord, including,
without, limitation, by providing Sublandlord with such documentation or other information related to the Subtenant Improvements
as may be requested by Master Landlord with respect thereto promptly upon request.


 


(b)       Disbursement
of Sublandlord Allowance. With respect to Sublandlord’s contribution obligations for the Sublandlord Allowance, Sublandlord
shall disburse such payment to Subtenant not more than once per month, within forty-five (45) days after receipt by Sublandlord
from Subtenant of: (i) an invoice from Subtenant for such costs; (ii) copies of all underlying invoices showing such costs; (iii)
executed contract waivers and/or mechanic’s lien releases with respect to any portion of the Subtenant Improvements then
constructed or completed; and (iv) such other information reasonably requested by Sublandlord (the “Disbursement Documentation”).
Sublandlord shall be entitled to rely on the accuracy of any and all invoices, fee statements and lien waivers for labor and materials
performed on or furnished to the Premises in connection with the Subtenant Improvements and to rely, to the extent submitted, on
any and all certifications as to the cost of the improvement submitted by Subtenant’s general contractor or architect. In
addition, Sublandlord shall have the option and right to inspect all Subtenant Improvements prior to any disbursement of the Sublandlord
Allowance, provided that such inspections shall be completed expeditiously.


 


(c)       No
Default. Sublandlord shall have no obligation to disburse the Allowances to Subtenant during any periods in which Subtenant
is in default under this Sublease beyond any applicable notice and cure periods.


 


10.5       Removal
of Personal Property. All articles of personal property, and all business and trade fixtures, machinery and equipment (installed
by Subtenant and that can be removed without damage to the 331 Building or negatively impacting building systems unless Subtenant
repairs any such damage or mitigates any negative impact), cabinet work, furniture and movable partitions (collectively, the “Subtenant’s
Property’), if any, owned or installed by Subtenant at its expense in the Premises shall be and remain the property
of Subtenant and may be removed by Subtenant at any time, provided that Subtenant, at its expense, shall repair any damage to the
Premises caused by such removal or by the original installation. Notwithstanding the foregoing, Subtenant acknowledges and agrees
that, pursuant to Section 11.3 of the Original Master Lease, removal of any trade fixtures which are affixed to the 331


 




    	  
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Building or the property or which affect
the exterior or structural portions of the 331 Building shall require Master Landlord’s prior written approval as and to
the extent set forth in the Original Master Lease. Notwithstanding the foregoing, (i) if Master Landlord approves removal of any
such trade fixtures, Sublandlord shall not unreasonably withhold, condition or delay Sublandlord’s approval, and (ii) should
the Consent include a list of a trade fixtures which Subtenant shall be allowed to remove from the Premises, then (A) Sublandlord
agrees that, subject to the terms of the Consent (and so long as Sublandlord is released by Master Landlord from any obligation
or responsibility with respect thereto), it will not have any approval rights in connection therewith, and (B) Sublandlord shall
be deemed to have to consented to the removal of any trade fixtures approved by Master Landlord in accordance with the terms of
the Consent. Subtenant shall remove all or any part of the aforementioned property at the expiration or sooner termination of this
Sublease and repair any damage caused by such removal and/or installation, all at Subtenant’s expense, and shall otherwise
leave the Premises in broom-clean condition in compliance with the terms of Section 12.2(c) of the Master Lease (as incorporated
herein). Any articles of personal property, or all business and trade fixtures, machinery and equipment, cabinet work, furniture
and movable partitions provided by Sublandlord shall remain the property of Sublandlord, and Subtenant shall not remove any of
them from the Premises without the prior written consent of Sublandlord.


 


10.6       Waiver.
The waiver of either party of any agreement, condition or provision contained herein or any provision incorporated herein by
reference shall not be deemed to be a waiver of any subsequent breach of the same or any other agreement, condition or provision,
nor shall any custom or practice which may evolve between the parties in the administration of the terms hereof be construed to
waive or to lessen the right of a party to insist upon the performance by the other party in strict accordance with said terms.
The subsequent acceptance of Rent hereunder by Sublandlord shall not be deemed to be a waiver of any preceding breach by Subtenant
of any agreement or condition of this Sublease or the same incorporated herein by reference, other than the failure of Subtenant
to pay the particular Rent so accepted, regardless of Sublandlord’s knowledge of such preceding breach at the time of acceptance
of such Rent.


 


10.7       Complete
Agreement. Except for the Consent and that certain Confidential Disclosure Agreement by and between Subtenant and Sublandlord
dated as of October 16, 2015 (the “Confidentiality Agreement”), this written Sublease, together with
all exhibits hereto, contains all the representations and the entire understanding between the parties hereto with respect to the
subject matter hereof. There are no oral agreements between Sublandlord and Subtenant affecting this Sublease, and this Sublease
supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements and understandings, if any, between
Sublandlord and Subtenant or displayed by Sublandlord, its agents or real estate brokers to Subtenant with respect to the subject
matter of this Sublease, the Premises or the 331 Building. There are no representations between Sublandlord and Subtenant other
than those contained in or incorporated by reference into this Sublease.


 




    	  
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		11.	Indemnification; Exculpation



 


11.1       Non-Liability
Of Sublandlord. Sublandlord shall not be liable to Subtenant, and Subtenant hereby waives and releases all Claims against
Sublandlord and its partners, officers, directors, employees, trustees, successors, assigns, agents, servants, affiliates, representatives,
and contractors (collectively, herein “Sublandlord Affiliates”) for injury or damage to any person or
property occurring or incurred in connection with the use of the Premises by Subtenant or any invitees, sub-sublessees, licensees,
assignees, agents, employees or contractors of Subtenant. Without limiting the foregoing, neither Sublandlord nor any of the Sublandlord
Affiliates shall be liable for and there shall be no abatement of Rent for (i) any damage to Subtenant’s property stored
with or entrusted to Sublandlord or Sublandlord Affiliates, or (ii) loss of or damage to any property by theft or any other wrongful
or illegal act, or (iii) any injury or damage to persons or property resulting from fire, explosion, falling plaster, steam, gas,
electricity, water or rain which may leak from any part of the Premises or from the pipes, appliances, appurtenances or plumbing
works therein or from the roof, street or sub- surface or from any other place or resulting from dampness or any other cause whatsoever
or from the acts or omissions of other sublessees, occupants or other visitors to the Premises or from any other cause whatsoever,
or (iv) any latent or other defect in the Premises. Notwithstanding anything to the contrary set forth herein or in the Master
Lease, (i) the waivers of liability contained in this Section 11.1 shall not apply to Claims for bodily injury or death
or damage to property to the extent resulting from the negligence or willful misconduct of Sublandlord or its agents, employees
or contractors; and (ii) in no event shall Sublandlord ever be liable to Subtenant for (and Subtenant hereby waives any right to
recover from Sublandlord for) any lost profits, business interruption or any form of consequential, special or punitive damages.


 


11.2       Non-Liability
of Subtenant. Subtenant shall not be liable to Sublandlord, and Sublandlord hereby waives and releases all Claims against
Subtenant and its partners, officers, directors, employees, trustees, successors, assigns, agents, servants, affiliates, representatives,
and contractors (collectively, herein “Subtenant Affiliates”) for injury or damage to any person or property
to the extent resulting from negligence or willful misconduct or negligent omission by Sublandlord or its agents, employees or
contractors (exclusive of that resulting from the negligence or willful misconduct or negligent omission by Subtenant or its agents,
employees or contractors). Notwithstanding anything to the contrary set forth herein or in the Master Lease, in no event shall
Subtenant ever be liable to Sublandlord for (and Sublandlord hereby waives any right to recover from Subtenant for) any lost profits,
business interruption or any form of consequential, special or punitive damages, except arising out of a holdover by Subtenant
after expiration or earlier termination of the Sublease, as described in Section 9.5 hereof.


 


11.3       Indemnification
of Sublandlord; Indemnification of Master Landlord. Subtenant shall indemnify, defend, protect and hold Sublandlord, Master
Landlord’s managing agent, Master Landlord and their respective members, partners, shareholders, officers, directors, agents,
employees and contractors (collectively, the “Indemnified Parties”), harmless from and against any and
all liability for all Claims, including, without limitation, reasonable attorneys’ fees and costs, incurred by Sublandlord
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within the Premises or arising in
connection with (i) the use of, or activities in or about, the Premises (including, without limitation, the use, occupancy
and enjoyment of the Property) by Subtenant or any invitees, sublessees, licensees, assignees, agents, employees or
contractors of Subtenant or holding under Subtenant, (ii) the act, negligence, fault or omission of Subtenant, its agents,
servants, contractors, employees, representatives, licensees or invitees, or (iii) Subtenant’s actions under this
Sublease, including, without limitation, Claims arising out of Subtenant bringing Food Vendors on the Property or
Subtenant’s direct communications with Master Landlord. Notwithstanding any provision of this Section 11.3 to
the contrary, the indemnification contained in this Section 11.3 shall not apply to Claims to the extent resulting
from the negligence or willful misconduct or negligent omission of the party claiming indemnification or its agents,
employees or contractors. Subtenant will give Sublandlord prompt notice of any casualty or accident in, on or about the
Premises. The provisions of this Section 11.3 shall survive the expiration or earlier termination of this
Sublease.


 


11.4       Indemnification
of Subtenant. Sublandlord shall indemnify, defend and hold Subtenant and its members, partners, shareholders, officers,
directors, agents, employees and contractors harmless from and against any and all liability for all Claims, including, without
limitation, reasonable attorneys’ fees and costs, incurred by Subtenant or asserted against Subtenant to the extent arising
out of the negligence or willful misconduct or negligent omission by Sublandlord or its agents, employees or contractors. Notwithstanding
any provision of this Section 11.4 to the contrary, the indemnification contained in this Section 11.4 shall not
apply to Claims to the extent resulting from the negligence or willful misconduct or negligent omission of the party claiming indemnification
or its agents, employees or contractors. The provisions of this Section 11.4 shall survive the expiration or earlier termination
of this Sublease.


 


11.5       Master
Landlord Default; Refusal of Consents. Notwithstanding any provision of this Sublease to the contrary, but subject to Sections
9.1.1. 9.1.3 and 9.1.4 above, (a) Sublandlord shall not be liable or responsible in any way for any loss, damage, cost,
expense, obligation or liability suffered by Subtenant by reason or as the result of any breach, default or failure to perform
by the Master Landlord under the Master Lease (provided the same do not arise from the failure of Sublandlord to perform Sublandlord’s
covenants, agreements, terms, provisions or conditions set forth in the Master Lease or Subtenant’s failure to perform Subtenant’s
covenants, agreements, terms, provisions or conditions set forth in this Sublease), including without limitation, in any case where
services, utilities, repairs, maintenance or other performance is to be rendered by Master Landlord with respect to the Premises
under the Master Lease and Master Landlord either fails to do so or does so in an improper, negligent, inadequate or otherwise
defective manner, and (b) if Master Landlord refuses to grant Subtenant its consent or approval for any action or circumstances
requiring Master Landlord’s approval, Sublandlord shall be released from any obligation to grant its consent or approval
with respect thereto.


 


		12.	Letter of Credit.



 


12.1       Letter
of Credit Issuance; Amount. Within ten (10) business days after the execution and delivery of this Sublease and the Consent,
Subtenant shall deliver to


 




    	  
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Sublandlord, as collateral for the full
and faithful performance by Subtenant of all of its obligations under this Sublease, an irrevocable and unconditional negotiable
standby letter of credit (the “Letter of Credit”), in the form attached hereto as Exhibit D (or
in such other form meeting similar criteria as Sublandlord may approve in Sublandlord’s reasonable discretion) and containing
the terms required herein, payable at a location that is in San Mateo County or San Francisco County, State of California (or other
location as Sublandlord may approve in Sublandlord’s reasonable discretion), running in favor of Sublandlord issued by a
solvent, nationally recognized commercial bank (the “Bank”) that is (1) is chartered under the laws of
the United States, any State thereof or the District of Columbia, and which is insured by the Federal Deposit Insurance Corporation;
and (2) has a long term rating of BBB or higher as rated by Moody’s Investors Service and/or A- or higher as rated by Standard
 & Poor’s, and/or Fitch Ratings Ltd. (collectively, the “Letter of Credit Issuer Requirements”),
in the amount of Four Million Fifty-Five Thousand Six Hundred Fifty-Six and 50/100 Dollars ($4,055,656.50) (as may be reduced from
time to time pursuant to the terms of this Sublease, the “Letter of Credit Amount”). Subject to the terms
of Section 12.8 below, Subtenant shall have the right to reduce the Letter of Credit Amount by One Million Three Hundred
Fifty-One Thousand Eight Hundred Eighty-Five and 50/100 Dollars ($1,351,885.50) on the third (3rd) anniversary of the Rent Commencement
Date (for a new Letter of Credit Amount of Two Million Seven Hundred Three Thousand Seven Hundred Seventy-One and No/100 Dollars
($2,703,771.00)), and by another One Million Three Hundred Fifty-One Thousand Eight Hundred Eight Five and 50/100 Dollars ($1,351,885.50)
on the fifth (5th) anniversary of the Rent Commencement Date (for a new Letter of Credit Amount of One Million Three
Hundred Fifty-One Thousand Eight Hundred Eight Five and 50/100 Dollars ($1,351,885.50)).


 


12.2       Letter
of Credit Requirements. The Letter of Credit shall be (i) at sight, irrevocable and unconditional, (ii) maintained in effect,
whether through replacement, renewal or extension, for the period from the Commencement Date and continuing until the date (the
 “LC Expiration Date”) which is one hundred (100) days after the Expiration Date, and Subtenant shall
deliver a new Letter of Credit or certificate of renewal or extension to Sublandlord at least thirty (30) days prior to the expiration
of the Letter of Credit then held by Sublandlord, without any action whatsoever on the part of Sublandlord, (iii) subject to “International
Standby Practices 98” International Chamber Of Commerce Publication No. 590, (iv) fully assignable by Sublandlord,
and (v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit shall provide, among other
things, in effect that: (A) Sublandlord shall have the right to draw down an amount up to the face amount of the Letter of Credit
(1) upon the presentation to the Bank of Sublandlord’s written statement that Sublandlord is entitled to draw down on the
Letter of Credit in the amount of such draw pursuant to the terms and conditions of this Sublease, and no other document or certification
from Sublandlord shall be required other than its written statement to this effect (a “Default Draw”),
(2) Subtenant, as applicant, shall have failed to provide to Sublandlord a new or renewal Letter of Credit satisfying the terms
of this Section 12 at least thirty (30) days prior to the expiration of the Letter of Credit then held by Sublandlord, (3)
if Subtenant has filed a voluntary petition under the Federal Bankruptcy Code or (4) if an involuntary petition has been filed
against Subtenant under the Federal Bankruptcy Code, and Subtenant has failed to have such involuntary petition discharged within
sixty (60) days of such filing; and (B) the Letter of Credit will be honored by the Bank without inquiry as to the accuracy thereof
and regardless of whether Subtenant disputes the


 




    	  
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content of such statement. Sublandlord
confirms and agrees that Sublandlord shall only be entitled to make a Default Draw when permitted under Section 12.5 and
Sublandlord shall only make draws from the Letter of Credit in the amounts of damages that Sublandlord reasonably believes Sublandlord
will suffer in connection with the event giving rise to the draw. Notwithstanding the foregoing, in the event of any failure by
Subtenant to provide a substitution or replacement Letter of Credit when required under this Section 12. Sublandlord shall
be entitled to draw down upon the entire amount of the Letter of Credit.


 


12.3       Transfer
Rights. The Letter of Credit shall also provide that Sublandlord may, at any time and without notice to Subtenant and without
first obtaining Subtenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to
another party, person or entity, but only if such transfer is to an assignee of Sublandlord’s interest in this Sublease.
In the event of a transfer of Sublandlord’s interest in the 331 Building, Sublandlord shall transfer the Letter of Credit,
in whole or in part (or Subtenant shall, upon Sublandlord’s request, cause a substitute letter of credit to be delivered,
as applicable, in which case any Letter of Credit previously provided by Subtenant to Sublandlord hereunder shall be returned to
Subtenant) to the transferee and thereupon Sublandlord shall, without any further agreement between the parties, be released by
Subtenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment
of the whole or any portion of said Letter of Credit to a new Sublandlord. Any transfer fee required to be paid in connection with
the first transfer of the Letter of Credit by the beneficiary thereof during any calendar year shall be at Subtenant’s sole
cost and expense. All transfer fees required to be paid in connection with all other transfers of the Letter of Credit shall be
at Sublandlord’s sole cost and expense. Subtenant shall reasonably cooperate with Sublandlord in executing and submitting
to the Bank any applications, documents and instruments as may be necessary to effectuate such transfers.


 


12.4       Replenishment;
Renewal. If, as result of any application or use by Sublandlord of all or any part of the Letter of Credit, the amount
of the Letter of Credit shall be less than the Letter of Credit Amount, Subtenant shall, within ten (10) business days after Subtenant
receives written notice thereof or otherwise learns of such reduction, provide Sublandlord with additional letter(s) of credit
in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional
(or replacement) letter of credit shall comply with all of the provisions of this Section 12. and if Subtenant fails to
comply with the foregoing, notwithstanding anything to the contrary contained in this Sublease, the same shall constitute an incurable
default by Subtenant. Subtenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or
any part thereof and that neither Sublandlord nor its successors or assigns will be bound by any such assignment, encumbrance,
attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if the Letter of Credit expires
earlier than the LC Expiration Date, a renewal thereof or substitute letter of credit, as applicable, shall be delivered to Sublandlord
not later than thirty (30) days prior to the expiration of the Letter of Credit, which shall be irrevocable and automatically renewable
as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may
be acceptable to Sublandlord in its reasonable discretion. However, if the Letter of Credit is not timely renewed or a substitute
letter of credit is not timely received, or if Subtenant fails to maintain the Letter of


 




    	  
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Credit in the amount and in accordance
with the terms set forth in this Section 12. Sublandlord shall have the right to present the Letter of Credit to the Bank
in accordance with the terms of this Section 12. and the proceeds of the Letter of Credit may be applied by Sublandlord
for Subtenant’s failure to fully and faithfully perform all of Subtenant’s obligations under this Sublease and against
any Rent payable by Subtenant under this Sublease that is not paid when due and/or to pay for all losses and damages that Sublandlord
has suffered or that Sublandlord reasonably estimates that it will suffer as a result of any default by Subtenant under this Sublease.
Any unused proceeds shall constitute the property of Sublandlord and need not be segregated from Sublandlord’s other assets.
However, Sublandlord agrees to pay to Subtenant within thirty (30) days after the LC Expiration Date the amount of any proceeds
of the Letter of Credit received by Sublandlord and not applied against any Rent payable by Subtenant under this Sublease that
was not paid when due or used to pay for any losses and/or damages suffered by Sublandlord (or reasonably estimated by Sublandlord
that it will suffer; provided that to the extent any estimated expenses are not actually expensed within 90 days after the LC Expiration
Date, such amounts shall be returned to Subtenant) as a result of any default by Subtenant under this Sublease; provided, however,
that if prior to the LC Expiration Date a voluntary petition is filed by Subtenant, or an involuntary petition is filed against
Subtenant by any of Subtenant’s creditors, under the Federal Bankruptcy Code, then Sublandlord shall not be obligated to
make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments
under this Sublease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has
been dismissed.


 


12.5       Security
for Subtenant’s Performance. Subtenant hereby acknowledges and agrees that Sublandlord is entering into this Sublease
in material reliance upon the ability of Sublandlord to draw upon the Letter of Credit in the event Subtenant fails to fully and
faithfully perform all of Subtenant’s obligations under this Sublease and to compensate Sublandlord for all losses and damages
Sublandlord may suffer as a result of the occurrence of any default on the part of Subtenant not cured within the applicable cure
period under this Sublease. Sublandlord may make a Default Draw (without obligation to do so, and without notice), in part or
in whole, only following the occurrence of any default on the part of Subtenant which is not cured within the applicable cure
period under this Sublease, and only in the amount of the damages that Sublandlord reasonably believes Sublandlord will suffer
as a result of such default. Notwithstanding the foregoing, if Sublandlord is prohibited by law from sending Subtenant a default
notice, such as due to a bankruptcy stay, Sublandlord shall be entitled to make a Default Draw upon a default by Subtenant with
no notice or cure period being required. Subtenant agrees not to interfere in any way with payment to Sublandlord of the proceeds
of the Letter of Credit, either prior to or following a “draw” by Sublandlord of any portion of the Letter
of Credit, regardless of whether any dispute exists between Subtenant and Sublandlord as to Sublandlord’s right to draw
from the Letter of Credit. No condition or term of this Sublease shall be deemed to render the Letter of Credit conditional to
justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Subtenant
agrees and acknowledges that Subtenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof and
that, in the event Subtenant becomes a debtor under any chapter of the Federal Bankruptcy Code, neither Subtenant, any trustee,
nor Subtenant’s bankruptcy estate shall have any right to restrict or limit Sublandlord’s claim and/or rights to the


 




    	  
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Letter of Credit and/or the proceeds thereof
by application of Section 502(b)(6) of the Federal Bankruptcy Code.


 


12.6       Failure
of Letter of Credit Issuer Requirements. Notwithstanding anything to the contrary herein, if at any time the Letter of
Credit Issuer Requirements are not met, then Subtenant shall within five (5) business days after Subtenant’s receipt of written
notice from Sublandlord, deliver to Sublandlord a replacement Letter of Credit which otherwise meets the requirements of this Sublease,
including without limitation, the Letter of Credit Issuer Requirements. Notwithstanding anything in this Sublease to the contrary,
Subtenant’s failure to replace the Letter of Credit and satisfy the Letter of Credit Issuer Requirements within such five
(5) business day period shall constitute a material default for which there shall be no notice or grace or cure periods being applicable
thereto. In addition and without limiting the generality of the foregoing, if the issuer of any letter of credit held by Sublandlord
is insolvent or is placed in receivership or conservatorship by the Federal Deposit Insurance Corporation, or any successor or
similar entity, or if a trustee, receiver or liquidator is appointed for the issuer, then, effective as of the date of such occurrence,
said Letter of Credit shall be deemed to not meet the requirements of this Section 12. and Subtenant shall within five (5)
business days of written notice from Sublandlord deliver to Sublandlord a replacement Letter of Credit which otherwise meets the
requirements of this Section 12 and that meets the Letter of Credit Issuer Requirements (and Subtenant’s failure to
do so shall, notwithstanding anything in this Section 12 or this Sublease to the contrary, constitute a material default
for which there shall be no notice or grace or cure periods being applicable thereto other than the aforesaid five (5) business
day period).


 


12.7       Not
a Security Deposit. Sublandlord and Subtenant acknowledge and agree that in no event or circumstance shall the Letter of
Credit or any renewal thereof or substitute therefor be (i) deemed to be or treated as a “security deposit”
within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended
to serve as a “security deposit” within the meaning of such Section 1950.7. The parties hereto (A) recite
that the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 and any and all other laws, rules
and regulations applicable to security deposits in the commercial context (“Security Deposit Laws”) shall
have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in
the future, will have relating to or arising from the Security Deposit Laws.


 


12.8       Reduction
of Letter of Credit Amount. Subject to the terms of this Section 12.8. Subtenant shall be entitled to a reduction
of the face amount of the Letter of Credit by One Million Three Hundred Fifty-One Thousand Eight Hundred Eighty-Five and 50/100
Dollars ($1,351,885.50) on the third (3rd) anniversary of the Rent Commencement Date (for a new Letter of Credit Amount of Two
Million Seven Hundred Three Thousand Seven Hundred Seventy-One and No/100 Dollars ($2,703,771.00)), and by another One Million
Three Hundred Fifty-One Thousand Eight Hundred Eight Five and 50/100 Dollars ($1,351,885.50) on the fifth (5th) anniversary
of the Rent Commencement Date (for a new Letter of Credit Amount of One Million Three Hundred Fifty-One Thousand Eight Hundred
Eight Five and 50/100 Dollars ($1,351,885.50)). As a condition to the reduction of the Letter of Credit amount, no uncured default
by Subtenant shall then be existing under this Sublease. Provided that such


 




    	  
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condition to reduction is satisfied, Subtenant
may cause the Bank to issue a new Letter or Credit or an amendment to the Letter of Credit reflecting the reduced amount, and Sublandlord
shall cooperate with such reduction.


 


13.          Abatement
for Failure of Services. If and to the extent that Sublandlord receives abatement of the rent or other charges required
to be paid by Sublandlord under the Master Lease with respect to the Premises in accordance with the Master Lease, Sublandlord
will abate the same proportion of Subtenant’s Rent hereunder. This provision shall not reduce or mitigate the obligation
of Sublandlord to make good faith, commercially reasonable efforts to cause Master Landlord to comply with its obligations under
the Master Lease as set forth in Section 9.1.1 hereof.


 


14.          Miscellaneous.


 


14.1       Counterparts.
This Sublease may be executed in one or more counterparts by the parties hereto. All counterparts shall be construed together
and shall constitute one agreement and delivery of PDF or other electronic versions thereof shall have the same force and effect
as delivery of originals. However, notwithstanding any such exchange of electronic signatures, each of Sublandlord and Subtenant
agree promptly to deliver original hard copies of this Sublease and the Consent to the other party or Master Landlord upon request.


 


14.2       Modification.
This Sublease may not be modified in any respect except by a document in writing executed by both parties hereto or their respective
successors or assigns.


 


14.3       Attorneys’
Fees. If either party hereto brings an action or other proceeding against the other to enforce, protect, or establish any
right or remedy created under or arising out of this Sublease, the prevailing party shall be entitled to recover from the other
party, all costs, fees and expenses, including, without limitation, reasonable attorneys’ fees, accounting fees, expenses,
and disbursements, incurred or sustained by such prevailing party in connection with such action or proceeding (including, but
not limited to, any appellate proceedings relating thereto) or in connection with the enforcement of any judgment or award rendered
in such proceeds. The prevailing party’s rights to recover its costs, fees and expenses, and any award thereof, shall be
separate from, shall survive, and shall not be merged with any judgment.


 


14.4       Binding
Effect. The obligations of this Sublease shall be binding on and inure to the benefit of the parties and their respective
heirs, successors and assigns.


 


14.5       Time
Is Of Essence. Time is of essence in respect of each and every term, covenant and condition of this Sublease.


 


14.6       Governing
Law. This Sublease shall be governed by, and construed in accordance with, the laws of the State of California (without
giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction)
that would cause the application of laws of any jurisdiction other than those of the State of California).


 




    	  
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14.7       Representations
And Warranties Regarding Authority. Subtenant and Sublandlord hereby represent and warrant to the other party that (i)
each person signing this Sublease on their behalf is duly authorized to execute and deliver this Sublease on their behalf, (ii)
the execution, delivery and performance of this Sublease has been duly and validly authorized in accordance with the articles of
incorporation, bylaws and other organizational documents of such party, (iii) such party is duly organized and in good standing
under the laws of their State of incorporation and (iv) upon the execution and delivery of this Sublease, this Sublease shall be
binding and enforceable against such party in accordance with its terms.


 


14.8       Confidentiality.
Sublandlord and Subtenant hereby agree that the information contained in this Sublease shall be held in strict confidence and
none of the terms or conditions contained herein shall be disclosed to any person or entity, other than Master Landlord and Sublandlord’s
and Subtenant’s respective current or prospective attorneys, accountants, consultants, brokers, lenders, investors, acquirers,
assignees and subtenants, all of whom (except the Master Landlord) shall agree to the confidentiality of this Sublease. Subtenant
and its agents shall avoid discussing with, or disclosing to, any third parties (except those specifically listed above) any of
the terms, conditions or particulars contained herein. This provision shall not be deemed breached if disclosure is required by
applicable law or otherwise consented to in writing by the non-disclosing party.


 


14.9       Securities
Filings. Notwithstanding anything to the contrary in this Sublease or the Confidentiality Agreement (but expressly subject
to Master Landlord’s prior written acknowledgment and consent), in the event either party or any of its affiliates (such
party, a “Filing Party”) proposes to file with the Securities and Exchange Commission or the securities regulators
of any state or other jurisdiction a registration statement or any other disclosure document which describes or refers to this
Sublease under the Securities Act of 1933, as amended, the Securities Exchange Act, of 1934, as amended, any other applicable securities
law or the rules of any national securities exchange, the Filing Party shall be entitled to file an unredacted copy of the Original
Master Lease and a copy of the Master Amendment with those redactions of the Master Amendment reflected on Exhibit A attached
hereto.


 


14.10       Publicity.
Subject to the Incorporation Provisions, Section 5 of the Master Amendment is hereby incorporated herein by reference,
except for the sixth (6th) and seventh (7th) sentences thereof. In addition, Subtenant and Sublandlord each
hereby acknowledges and agrees that, except as may be necessary to implement or otherwise effectuate the terms of this Sublease,
(i) Subtenant shall not use, without Sublandlord’s prior written approval, which may be withheld in Sublandlord’s sole
discretion, the name of Sublandlord, its affiliates, trade names, trademarks or trade dress, products, or any signs, markings,
or symbols from which a connection to Sublandlord, in Sublandlord’s absolute and sole discretion, may be reasonably inferred
or implied, in any manner whatsoever, including, without limitation, press releases, marketing materials, or advertisements; and
(ii) Sublandlord shall not use, without Subtenant’s prior written approval, which may be withheld in Subtenant’s sole
discretion, the name of Subtenant, its affiliates, trade names, trademarks or trade dress, products, or any signs, markings, or
symbols from which a connection to Subtenant, in Subtenant’s absolute and sole


 




    	  
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discretion, may be reasonably inferred
or implied, in any manner whatsoever, including, without limitation, press releases, marketing materials, or advertisements.


 


14.11       Consent
of Master Landlord. This Sublease is conditioned upon, and shall not take effect until, receipt of the written consent
of the Master Landlord hereto (the “Consent”). Subtenant hereby agrees for the benefit of Sublandlord
and Master Landlord (as an express intended third party beneficiary) that (a) other than as expressly and specifically agreed to
in writing by Master Landlord (in the Consent or other written agreement), no act, consent, approval or omission of Master Landlord
pursuant to this Sublease shall (i) constitute any form of recognition of Subtenant as the direct tenant of Master Landlord, (ii)
create any form of contractual duty or obligation on the part of Master Landlord in favor of Subtenant or (iii) waive, affect or
prejudice in any way Master Landlord’s right to treat this Sublease and Subtenant’s rights to the Premises as being
terminated upon any termination of the Master Lease, (b) Master Landlord shall have the absolute right to evict Subtenant, and
all parties holding under Subtenant, from the Premises upon any termination of the Master Lease, and (c) without limiting the generality
of (a) and (b) above (or Sublandlord’s obligations to maintain the Master Lease pursuant to this Sublease), a voluntary or
other surrender of the Master Lease or a termination of the Master Lease shall not result in a merger but shall, at the option
of Master Landlord, operate either as an assignment to Master Landlord of this Sublease, or a termination of this Sublease. Notwithstanding
the foregoing, Sublandlord agrees to request recognition and non-disturbance protection for Subtenant’s benefit from Master
Landlord. Further, it is acknowledged that Subtenant may wish to obtain certain additional rights directly from Master Landlord
with respect to Subtenant’s use and occupancy of the Premises. Any such agreement with Master Landlord that would bind Sublandlord
or otherwise modify or affect Sublandlord’s rights under the Master Lease or this Sublease shall be subject to Sublandlord’s
prior written consent. Notwithstanding anything to the contrary in this Sublease, Subtenant shall have the right to terminate this
Sublease if the Consent is not executed and delivered by the date that is forty-five (45) days after the date of full execution
and delivery of this Sublease. Sublandlord shall make commercially reasonable efforts to obtain the Consent from Master Landlord.


 


14.12       Cooperation.
Each party shall reasonably cooperate with the other party with respect to seeking any necessary approvals from the Master
Landlord, including without limitation approval of this Sublease and the Subtenant Improvements. Subtenant and Sublandlord each
agree to complete and return any and all forms requested by Master Landlord or Sublandlord, as applicable, from time to time for
administrative purposes related to this Sublease within five (5) business days of such party’s written request.


 


14.13       [Intentionally
Omitted]


 


14.14       Nonresidential
Building Energy Use Disclosure Requirement Compliance. Subtenant hereby acknowledges that Sublandlord may be required to
obtain from utility providers and disclose certain information concerning the energy performance of the Premises' recent historical
energy use data pursuant to California Public Resources Code Section 25402.10 and the regulations adopted pursuant thereto (collectively,
the “Energy Disclosure Requirements”). Sublandlord shall not be liable to Subtenant for the accuracy
or content of the information provided by utility providers pursuant to the Energy Disclosure Requirements.


 




    	  
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Without limiting the generality of the
foregoing, based on information provided by the California Energy Commission, Sublandlord and Subtenant have agreed that Sublandlord
is not required to deliver Subtenant a Data Verification Checklist (the “Energy Disclosure Information”),
as defined in the Energy Disclosure Requirements with respect to the Premises, because the Premises have never been fully built
out or occupied and will therefore be treated as a brand new building. Under no circumstances shall Subtenant have any claim against
Sublandlord nor any right to terminate this Sublease in connection with such determination. Subtenant acknowledges and agrees that
(i) Sublandlord makes no representation or warranty regarding the energy performance of the Premises, and (ii) the energy performance
of the Premises may vary depending on future condition, occupancy and/or use of the Premises. If and to the extent not prohibited
by applicable law, Subtenant hereby waives any right Subtenant may have to receive the Energy Disclosure Information, including,
without limitation, any right Subtenant may have to terminate this Sublease as a result of Sublandlord’s failure to disclose
such information. Further, Subtenant hereby releases Sublandlord from any and all losses, costs, damages, expenses and/or liabilities
relating to, arising out of and/or resulting from the Energy Disclosure Requirements, including, without limitation, any liabilities
arising as a result of Sublandlord’s failure to disclose the Energy Disclosure Information to Subtenant prior to the execution
of this Sublease. Subtenant further acknowledges that pursuant to the Energy Disclosure Requirements, Sublandlord may be required
in the future to disclose information concerning Subtenant’s energy usage to certain third parties, including, without limitation,
Master Landlord, prospective purchasers, lenders and tenants of the Premises (the "Subtenant Energy Use Disclosure").
Subtenant hereby (A) consents to all such Subtenant Energy Use Disclosures, (B) acknowledges that Sublandlord shall not be required
to notify Subtenant of any Subtenant Energy Use Disclosure, and (C) agrees that upon request from Sublandlord, Subtenant shall
provide Sublandlord with any energy usage data for the Premises, including, without limitation, copies of utility bills for the
Premises. Further, Subtenant hereby releases Sublandlord from any and all losses, costs, damages, expenses and liabilities relating
to, arising out of and/or resulting from any Subtenant Energy Use Disclosure.


 


14.15       Survival.
Without limiting survival provisions which would otherwise be implied or construed under applicable law, the provisions of
Sections 3.3.3, 6.2. 7, 9.1.3, 9.5, 9.12, 9.14, 9.33, 11.1, 11.2, 11.3, 11.4
and 14.14 hereof shall survive the expiration or earlier termination of this Sublease with respect to matters occurring
or liabilities accruing prior to the expiration or earlier termination of this Sublease.


 


14.16       Guaranty.
Notwithstanding anything herein to the contrary, Subtenant shall, as a condition precedent to the effectiveness of this Sublease,
cause Prothena Corporation plc, an Ireland public limited company (“Guarantor”) to execute and deliver
to Sublandlord a guaranty (the “Guaranty”) of all the obligations of Subtenant under this Sublease in
the form attached hereto as Exhibit E (along with the associated legal opinion described therein) simultaneously with Subtenant’s
execution and delivery of this Sublease.


 


[remainder of page intentionally left
blank; signatures on next page]


 




    	  
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IN WITNESS WHEREOF, the parties hereto have
hereunto set their hand on the date first above written.


 


	 	 	SUBLANDLORD:
	 	 	 
	 	 	AMGEN INC.,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/ David
    Meline
	 	 	 	 
	 	 	Name: 	David
    Meline
	 	 
	Its: 	Executive
    Vice President and Chief Financial Officer
	 	
	 	 	SUBTENANT:
	 	 	 
	 	 	PROTHENA BIOSCIENCES INC,
	 	 	a Delaware corporation
	 	 	 	 
	 	 	By:	/s/ Tran
    Nguyen
	 	 	 	 
	 	 	Name	Tran
    Nguyen
	 	 	 	 
	 	 	Its:	CFO
	 	 	 	 
	 	 	By:	/s/ A. W. Homan
	 	 	 	 
	 	 	Name:	A. W. Homan
	 	 	 	 
	 	 	Its:	CLO &
    Secretary


 




    	  
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EXHIBIT A


 


MASTER LEASE


 


(to be attached)


 




    	  
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EXHIBIT B


 


PREMISES


 


  




    	  
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EXHIBIT C


 


WARM SHELL CONDITION


 


Britannia Oyster Point Sublease


Summary Scope of Warm Shell


 


Lobby 


Ground Floor Lobby approximately 500 s/f


Ground Floor Fire Control Room


 


Stairways 


Smoke Control


Pressure control


Finished on the interior, inc: flooring and lighting


 


Elevators 


Service Elevators (1 per building) 5,000 lbs @ 350
fpm


Passenger Elevators (2 per building) 3,500 lbs @350
fpm


 


Restrooms and Showers 


Central Restroom on each floor (inc janitor’s
closet)


Shared Shower off Ground floor lobby


 


Mechanical/Electrical Design Criteria 


On each floor 35% laboratory,
30% laboratory support, 35% office space


Utilities shall be sized for
Chemistry laboratories on the ground floor and biology laboratories on the upper floors


 


HVAC Units 


Five HVAC units located on the
roof


Main ducts are sized for present
and future loads as defined in the Basis of Design


Main ducts terminate at each floor just outside of riser shaft


 


Exhaust Fans 


Five exhaust fans located on the roof


 


Hot Water 


Two high efficiency heating hot
water boilers and recirculation pumps and controls per building


Heating hot water will serve
preheat coils for HVAC units and reheat coils at variable air volume terminal units.


Main pipes are sized for present
and future loads as defined in the Basis of Design.


Main pipes terminate at each floor just outside of riser shaft with isolation
valve/cap.


 




    	  
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Industrial Cold Water


System sized to serve all future
laboratory fixtures, lab sinks, cup sinks, and devices that require industrial water.


Pipe risers terminate at each floor with isolation
valves


Gas fired heater provides hot water


 


Potable Hot and Cold Water


Are provided to all restrooms, showers, indicated above,
and other fixtures and devices that may require potable water.


Piping shall be sized for future needs


Piping terminates at each floor with isolation valves


Gas fired heater provides Hot water


 


Building Automation System


DDC System has 25% excess capacity
to the BOD requirements, in addition has the ability to be expanded to cover future tenant’s requirements


 


Natural Gas


Provided to the necessary mechanical equipment


 


Sanitary Waste


A sanitary waste and vent system
is provided for potable waste producing fixtures and equipment, with all fixtures trapped and vented to atmosphere.


 


Laboratory Waste


Risers and drains as shown in the CAD files provided
by Sublandlord to Subtenant.


 


Electrical


4,000 amp, 480/277 volt Main
Switch Board located on the G-l level below each building


Normal power distribution rooms
are located on each floor with 100 amp 480/277 volt lighting panels and 45KVA transformers along with 150 amp 120/208 volt convenience
power panels.


Emergency power distribution rooms
are located on each floor with 100 amp 480/277 volt lighting panels and 45KVA transformers along with 150 amp 120/208 volt convenience
power panels


Life Safety Power are located
on each floor with 50 amp 480/277 volt lighting panels and 50 amp 120/208 volt panels


Motor Control Center for roof top equipment are located
on the roof


Power metering is provided on each floor to measure
power consumption floor by floor.


The Premises is provided with
a 1,000 KW Generator with two, bypass isolation type, transfer switches. One for life safety functions while the other serves tenant
loads.


 






    	  
SMRH: 473310031.19
 	C-2	331 OYSTER POINT BOULEVARD.
SUBLEASE – PROTHENA BIOSCIENCES

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Life Safety System


A new fire alarm system, with code
compliant smoke control in each building, a control panel located on the ground floor within the new fire control room.


 


Telecommunications


Two 4” raceways from the main
telephone room in the parking structure near the center quadrant of each floor is provided.


 




    	  
SMRH: 473310031.19
 	C-3	331 OYSTER POINT BOULEVARD.
SUBLEASE – PROTHENA BIOSCIENCES

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EXHIBIT D


 


FORM OF LETTER OF CREDIT


 


Wells Fargo Bank, N.A. 


U.S. Trade Services 


Standby Letters of Credit


794 Davis Street, 2nd Floor


MAC A0283-023,


San Leandro, CA 94577-6922


Phone: 1(800) 798-2815 Option 1


E-Mail: sftrade@wellsfargo.com


 





 



  


	
        This sample wording is presented without any responsibility
        on our part. This draft is provided to you as a suggestion only at your request

        Please note that the draft remains unissued and is not an
        enforceable instrument.

	 
	Wording Reviewed and Approved:
	 
	 
	 
	By:	 	 
	 	Applicant Signature	 
	 
	This form is an integral part of the application and agreement for the issuance of your Standby Letter of Credit. The Letter of Credit cannot be issued until this draft is returned to us with the Applicant’s Signature above.


 


Irrevocable Standby Letter Of Credit


 


Number: IS0394885U


Issue Date: March 11, 2016


 


	BENEFICIARY	 	APPLICANT
	AMGEN INC.	 	PROTHENA BIOSCIENCES, INC
	ATTN: CORPORATE REAL ESTATE	 	650 GATEWAY BLVD
	ONE AMGEN CENTER DRIVE	 	SOUTH SAN FRANCISCO, CALIFORNIA 94080
	THOUSAND OAKS, CALIFORNIA 91320-1799	 	 


 


	LETTER OF CREDIT ISSUE AMOUNT	USD 4,055,656.50	EXPIRY DATE	APRIL 9, 2017


 


LADIES AND GENTLEMEN:


 


AT THE REQUEST AND FOR THE ACCOUNT OF THE ABOVE REFERENCED
APPLICANT, WE HEREBY ISSUE OUR IRREVOCABLE STANDBY LETTER OF CREDIT IN YOUR FAVOR IN THE AMOUNT OF FOUR MILLION FIFTY FIVE THOUSAND
SIX HUNDRED FIFTY-SIX AND 50/100 UNITED STATES DOLLARS (US$4,055,656.50) AVAILABLE WITH US AT OUR ABOVE OFFICE BY PAYMENT AGAINST
PRESENTATION OF THE FOLLOWING DOCUMENTS:


 


1. A DRAFT DRAWN ON US AT SIGHT MARKED “DRAWN UNDER
WELLS FARGO BANK, N.A. STANDBY LETTER OF CREDIT NO. IS0394885U.”


 






    	  
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2. THE ORIGINAL OF THIS STANDBY LETTER OF CREDIT AND ANY
AMENDMENTS THERETO.


 


3. BENEFICIARY’S SIGNED AND DATED STATEMENT WORDED IN
ONE OR MORE OF THE FOLLOWING CONDITIONS (WITH THE INSTRUCTIONS IN BRACKETS THEREIN COMPLIED WITH):


 


“BENEFICIARY CERTIFIES THAT BENEFICIARY IS
ENTITLED TO DRAW ON WELLS FARGO BANK, N.A. LETTER OF CREDIT NO. IS0394885U PURSUANT TO AND IN CONNECTION WITH THAT CERTAIN
SUBLEASE DATED [INSERT DATE] FOR PREMISES LOCATED AT 331 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA ORIGINALLY
BETWEEN AMGEN INC. AND PROTHENA BIOSCIENCES INC (AS SUCH SUBLEASE MAY HAVE BEEN AMENDED OR RESTATED).”


 


OR


 


“BENEFICIARY CERTIFIES THAT BENEFICIARY HAS RECEIVED
NOTIFICATION FROM WELLS FARGO BANK, N.A. THAT THIS LITTER OF CREDIT NO. IS0394885U WILL NOT BE EXTENDED PAST ITS CURRENT EXPIRATION
DATE. AS OF THE DATE OF THIS STATEMENT, THIS LETTER OF CREDIT’S EXPIRATION DATE WILL OCCUR WITHIN FIFTEEN (15) DAYS AFTER TODAY’S
DATE AND BENEFICIARY HAS NOT RECEIVED A LETTER OF CREDIT OR OTHER INSTRUMENT ACCEPTABLE TO BENEFICIARY AS A REPLACEMENT AND SUBTENANT
HAS NOT BEEN RELEASED FROM ITS OBLIGATIONS UNDER THE SUBLEASE. “SUBTENANT” MEANS THE SUBTENANT UNDER THE SUBLEASE. “SUBLEASE”
MEANS THAT CERTAIN SUBLEASE DATED [INSERT DATE] FOR PREMISES LOCATED AT 331 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA
ORIGINALLY BETWEEN AMGEN INC. AND PROTHENA BIOSCIENCES INC (AS SUCH SUBLEASE MAY HAVE BEEN AMENDED OR RESTATED).”


 


OR


 


“BENEFICIARY CERTIFIES THAT SUBTENANT HAS FILED A
VOLUNTARY PETITION UNDER THE FEDERAL BANKRUPTCY CODE. “SUBTENANT” MEANS THE SUBTENANT UNDER THE SUBLEASE. “SUBLEASE”
MEANS THAT CERTAIN SUBLEASE DATED [INSERT DATE] FOR PREMISES LOCATED AT 331 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA
ORIGINALLY BETWEEN AMGEN INC. AND PROTHENA BIOSCIENCES INC (AS SUCH SUBLEASE MAY HAVE BEEN AMENDED OR RESTATED)”


 


OR


 


“BENEFICIARY CERTIFIES THAT AN INVOLUNTARY PETITION
HAS BEEN FILED AGAINST SUBTENANT UNDER THE FEDERAL BANKRUPTCY CODE AND SUBTENANT HAS FAILED TO HAVE SUCH INVOLUNTARY PETITION DISCHARGED
WITHIN SIXTY (60) DAYS OF SUCH FILING. “SUBTENANT” MEANS THE SUBTENANT UNDER THE SUBLEASE. “SUBLEASE” MEANS
THAT CERTAIN SUBLEASE DATED [INSERT DATE] FOR PREMISES LOCATED AT 331 OYSTER POINT BOULEVARD, SOUTH SAN FRANCISCO, CALIFORNIA ORIGINALLY
BETWEEN AMGEN INC. AND PROTHENA BIOSCIENCES INC (AS SUCH SUBLEASE MAY HAVE BEEN AMENDED OR RESTATED).”


 


THIS LETTER OF CREDIT EXPIRES AT OUR ABOVE OFFICE ON APRIL
9, 2017. IT IS A CONDITION OF THIS LETTER OF CREDIT THAT SUCH EXPIRATION DATE SHALL BE DEEMED AUTOMATICALLY EXTENDED, WITHOUT WRITTEN
AMENDMENT, FOR ONE YEAR PERIODS TO APRIL 9 IN EACH SUCCEEDING CALENDAR YEAR, UNLESS AT LEAST THIRTY (30) DAYS PRIOR TO SUCH EXPIRATION
DATE WE SEND WRITTEN NOTICE TO YOU AT YOUR ADDRESS ABOVE BY OVERNIGHT COURIER OR REGISTERED MAIL THAT WE ELECT NOT TO EXTEND THE
EXPIRATION DATE OF THIS LETTER OF CREDIT BEYOND THE DATE SPECIFIED IN SUCH NOTICE. IN NO EVENT SHALL THIS LETTER OF CREDIT BE EXTENDED
BEYOND APRIL 9, 2024 WHICH WILL BE CONSIDERED THE FINAL EXPIRATION DATE. ANY REFERENCE TO A FINAL EXPIRATION DATE DOES NOT IMPLY
THAT WE ARE OBLIGATED TO EXTEND THE EXPIRATION DATE BEYOND THE INITIAL OR ANY EXTENDED DATE THEREOF.


 


UPON OUR SENDING YOU SUCH NOTICE OF THE NON-EXTENSION
OF THE EXPIRATION DATE OF THIS LETTER OF CREDIT, YOU MAY ALSO DRAW UNDER THIS LETTER OF CREDIT, ON OR BEFORE


 






    	  
SMRH: 473310031.19
 	D-2	331 OYSTER POINT BOULEVARD.
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THE EXPIRATION DATE SPECIFIED IN SUCH NOTICE, BY PRESENTATION
OF THE ABOVE-MENTIONED DOCUMENTS TO US AT OUR ABOVE ADDRESS.


 


PARTIAL DRAWING(S) ARE PERMITTED UNDER THIS LETTER OF
CREDIT; PROVIDED, HOWEVER, THAT THE TOTAL AMOUNT OF ANY PAYMENT(S) MADE UNDER THIS LETTER OF CREDIT WILL NOT EXCEED THE TOTAL AMOUNT
AVAILABLE UNDER THIS LETTER OF CREDIT.


 


IN THE EVENT OF PARTIAL DRAWINGS, WELLS FARGO BANK, N.A.
SHALL ENDORSE THE ORIGINAL OF THIS LETTER OF CREDIT AND RETURN IT TO THE BENEFICIARY.


 


DRAWINGS MAY ALSO BE PRESENTED TO US BY FACSIMILE TRANSMISSION
TO FACSIMILE NUMBER 336-735-0952 (EACH SUCH DRAWING, A “FAX DRAWING”); PROVIDED, HOWEVER, THAT A FAX DRAWING WILL NOT
BE EFFECTIVELY PRESENTED UNTIL YOU CONFIRM BY TELEPHONE OUR RECEIPT OF SUCH FAX DRAWING BY CALLING US AT TELEPHONE NUMBER 1-800-798-2815
OPTION 1. IF YOU PRESENT A FAX DRAWING UNDER THIS LETTER OF CREDIT YOU DO NOT NEED TO PRESENT THE ORIGINAL OF ANY DRAWING DOCUMENTS,
AND IF WE RECEIVE ANY SUCH ORIGINAL DRAWING DOCUMENTS THEY WILL NOT BE EXAMINED BY US. IN THE EVENT OF A FULL OR FINAL DRAWING
THE ORIGINAL STANDBY LETTER OF CREDIT MUST BE RETURNED TO US BY OVERNIGHT COURIER.


 


THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES,
BUT IN EACH INSTANCE ONLY TO A SINGLE TRANSFEREE AND ONLY IN THE FULL AMOUNT AVAILABLE TO BE DRAWN UNDER THE LETTER OF CREDIT AT
THE TIME OF SUCH TRANSFER. ANY SUCH TRANSFER MAY BE EFFECTED ONLY THROUGH WELLS FARGO BANK, N.A. AND ONLY UPON PRESENTATION TO
US AT OUR PRESENTATION OFFICE SPECIFIED HEREIN OF A DULY EXECUTED TRANSFER REQUEST IN THE FORM ATTACHED HERETO AS EXHIBIT A, WITH
INSTRUCTIONS THEREIN IN BRACKETS COMPLIED WITH, TOGETHER WITH THE ORIGINAL OF THIS LETTER OF CREDIT AND ANY AMENDMENTS THERETO.
EACH TRANSFER SHALL BE EVIDENCED BY OUR ENDORSEMENT ON THE REVERSE OF THE ORIGINAL OF THIS LETTER OF CREDIT, AND WE SHALL DELIVER
SUCH ORIGINAL TO THE TRANSFEREE. ALL CHARGES IN CONNECTION WITH ANY TRANSFER OF THIS LETTER OF CREDIT ARE FOR THE APPLICANT’S ACCOUNT.


 


WE ARE SUBJECT TO VARIOUS LAWS, REGULATIONS AND EXECUTIVE
AND JUDICIAL ORDERS (INCLUDING ECONOMIC SANCTIONS, EMBARGOES, ANTI-BOYCOTT, ANTI-MONEY LAUNDERING, ANTI-TERRORISM, AND ANTI-DRUG
TRAFFICKING LAWS AND REGULATIONS) OF THE U.S. AND OTHER COUNTRIES THAT ARE ENFORCEABLE UNDER APPLICABLE LAW. WE WILL NOT BE LIABLE
FOR OUR FAILURE TO MAKE, OR OUR DELAY IN MAKING, PAYMENT UNDER THIS LETTER OF CREDIT OR FOR ANY OTHER ACTION WE TAKE OR DO NOT
TAKE, OR ANY DISCLOSURE WE MAKE, UNDER OR IN CONNECTION WITH THIS LETTER OF CREDIT (INCLUDING, WITHOUT LIMITATION, ANY REFUSAL
TO TRANSFER THIS LETTER OF CREDIT) IF SUCH FAILURE, DELAY, ACTION OR DISCLOSURE IS REQUIRED BY SUCH LAWS, REGULATIONS, OR ORDERS.


 


WE HEREBY ENGAGE WITH YOU THAT EACH DRAFT DRAWN UNDER
AND IN COMPLIANCE WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT WILL BE DULY HONORED IF PRESENTED TOGETHER WITH THE DOCUMENTS
SPECIFIED IN THIS LETTER OF CREDIT AT OUR OFFICE LOCATED AT 794 DAVIS STREET, 2ND FLOOR, SAN LEANDRO, CA 94577-6922, ATTENTION:
US TRADE SERVICES - STANDBY LETTERS OF CREDIT (OR BY FAX AS REFERENCED ABOVE) ON OR BEFORE THE ABOVE STATED EXPIRY DATE, OR ANY
EXTENDED EXPIRY DATE IF APPLICABLE.


 


THIS IRREVOCABLE STANDBY LETTER OF CREDIT SETS FORTH IN
FULL THE TERMS OF OUR UNDERTAKING. THIS UNDERTAKING IS INDEPENDENT OF AND SHALL NOT IN ANY WAY BE MODIFIED, AMENDED, AMPLIFIED
OR INCORPORATED BY REFERENCE TO ANY DOCUMENT, CONTRACT OR AGREEMENT REFERENCED HEREIN OTHER THAN THE STIPULATED ICC RULES AND GOVERNING
LAWS.


 


CANCELLATION PRIOR TO EXPIRATION: YOU MAY RETURN THIS
LETTER OF CREDIT TO US FOR CANCELLATION PRIOR TO ITS EXPIRATION PROVIDED THAT THIS LETTER OF CREDIT IS ACCOMPANIED BY YOUR WRITTEN
AGREEMENT TO ITS CANCELLATION. SUCH WRITTEN AGREEMENT TO CANCELLATION SHOULD SPECIFICALLY REFERENCE THIS LETTER OF CREDIT


 






    	  
SMRH: 473310031.19
 	D-3	331 OYSTER POINT BOULEVARD.
SUBLEASE – PROTHENA BIOSCIENCES

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BY NUMBER, CLEARLY INDICATE THAT IT IS BEING RETURNED
FOR CANCELLATION AND BE SIGNED BY A PERSON IDENTIFYING THEMSELVES AS AUTHORIZED TO SIGN FOR YOU.


 


EXCEPT AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY
LETTER OF CREDIT IS SUBJECT TO THE INTERNATIONAL STANDBY PRACTICE 1998, INTERNATIONAL CHAMBER OF COMMERCE PUBLICATION NO. 590


 


	Very Truly Yours,	 
	 	 
	WELLS FARGO BANK, N.A.	 
	 	 
	By:	 	 
	 	Authorized Signature	 


 


The original of the Letter of Credit contains an
embossed seal over the Authorized Signature.


 


Please direct any written correspondence
or inquiries regarding this Letter of Credit, always quoting our reference number, to Wells Fargo Bank, National Association,
Attn: U.S. Standby Trade Services


 


	at either	or
	794 Davis Street, 2nd Floor	401 N. Research Pkwy, 1st Floor
	MAC A0283-023,	MAC 04004-017,
	San Leandro, CA 94577-6922	WINSTON-SALEM, NC27101-4157


 


	Phone inquiries regarding this credit should be directed to our Standby Customer Connection Professionals
	 
	1-800-798-2815 Option 1	1-800-776-3862 Option 2 
	(Hours of Operation: 8:00 a.m. PT to 5:00 p.m. PT)	(Hours of Operation: 8:00 a.m. EST to 5:30 p.m. EST)


 




    	  
SMRH: 473310031.19
 	D-4	331 OYSTER POINT BOULEVARD.
SUBLEASE – PROTHENA BIOSCIENCES

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EXHIBIT A


TRANSFER REQUEST OF WELLS FARGO BANK, N.A. IRREVOCABLE
STANDBY


LETTER OF CREDIT NUMBER: IS0394885U


 


	TO:    WELLS FARGO BANK, N.A.	DATE:  _______________________________
	 	 
	U.S. TRADE SERVICES	U.S. TRADE SERVICES
	STANDBY LETTER OF CREDIT DEPARTMENT	STANDBY LETTER OF CREDIT DEPARTMENT
	794 DAVIS STREET, 2ND FLOOR, MAC A0283-023	401 N. RESEARCH PKWY, MAC-D4004-017
	SAN LEANDRO, CALIFORNIA 94577-6922	WINSTON-SALEM,
    NORTH CAROLINA 27101


 


FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY OF THE
ABOVE DESCRIBED LETTER OF CREDIT (THE “TRANSFEROR”) HEREBY IRREVOCABLY TRANSFERS ALL ITS RIGHTS UNDER THE LETTER OF CREDIT
AS AMENDED TO THIS DATE (THE “CREDIT”) TO THE FOLLOWING TRANSFEREE (THE “TRANSFEREE”):


 


	 	 
	NAME OF TRANSFEREE 	 
	 	 
	 	 
	ADDRESS	 


 


BY THIS TRANSFER, ALL RIGHTS OF TRANSFEROR IN THE LETTER
OF CREDIT ARE TRANSFERRED TO THE TRANSFEREE, AND THE TRANSFEREE SHALL BE THE SOLE BENEFICIARY OF THE LETTER OF CREDIT, POSSESSING
ALL RIGHTS PERTAINING THERETO, INCLUDING, BUT NOT LIMITED TO, SOLE RIGHTS RELATING TO THE APPROVAL OF ANY AMENDMENTS, WHETHER INCREASES
OR EXTENSIONS OR OTHER AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. YOU ARE HEREBY IRREVOCABLY INSTRUCTED TO ADVISE
FUTURE AMENDMENT(S) OF THE LETTER OF CREDIT TO THE TRANSFEREE WITHOUT THE TRANSFEROR’S CONSENT OR NOTICE TO THE TRANSFEROR.


 


ENCLOSED ARE THE ORIGINAL LETTER OF CREDIT AND THE
ORIGINAL(S) OF ALL AMENDMENTS TO DATE.


 


THE TRANSFEROR WARRANTS TO YOU THAT THIS TRANSFER AND THE TRANSACTION(S)
HEREUNDER WILL NOT CONTRAVENE ANY FEDERAL LAWS OR REGULATIONS OF THE UNITED STATES NOR THE LAWS OR REGULATIONS OF ANY STATE THEREOF.
PLEASE NOTIFY THE TRANSFEREE OF THIS TRANSFER AND OF THE TERMS AND CONDITIONS OF THE LETTER OF CREDIT AS TRANSFERRED. THIS TRANSFER
WILL BECOME EFFECTIVE UPON WELLS FARGO BANK, N.A.’S WRITTEN NOTIFICATION TO THE TRANSFEREE THAT SUCH TRANSFER WAS EFFECTED.


 


	 	 
	(TRANSFEROR’S NAME)	 
	 	 
	BY: _________________________________________	 
	 	 
	PRINTED NAME: ______________________________	 
	 	 
	TITLE: _______________________________________	 
	 	 
	PHONE NUMBER: ______________________________	 


 






    	  
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THE BANK SIGNING BELOW GUARANTEES THAT THE TRANSFEROR’S SIGNATURE
IS GENUINE AND THAT THE INDIVIDUAL SIGNING THIS TRANSFER REQUEST HAS THE AUTHORITY TO DO SO:


 


	(BANK’S NAME)	 
	 	 
	BY: _________________________________________	 
	 	 
	PRINTED NAME: ______________________________	 
	 	 
	TITLE: _______________________________________	 
	 	 


 


[A CORPORATE NOTARY ACKNOWLEDGMENT
OR A CERTIFICATE OF AUTHORITY WITH CORPORATE SEAL IS ACCEPTABLE IN LIEU OF A BANK GUARANTEE]


 






    	  
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EXHIBIT E 


 


FORM OF GUARANTY


 


GUARANTY OF SUBLEASE


 


THIS GUARANTY
OF SUBLEASE (this “Guaranty”) is made by PROTHENA CORPORATION plc, an Ireland public limited company
(the “Guarantor”), in favor of AMGEN INC., a Delaware corporation (“Sublandlord”), in
connection with that certain Sublease, dated March _, 2016, and entered into concurrently with this Guaranty (the “Sublease”),
by which Sublandlord subleases to PROTHENA BIOSCIENCES INC, a Delaware corporation (“Subtenant”), certain
premises (as more particularly defined in the Sublease) (the “Premises”) consisting of a building located at 331
Oyster Point Boulevard in South San Francisco, California. As a material inducement to and in consideration of Sublandlord entering
into the Sublease (Sublandlord having indicated that it would not enter into the Sublease without the execution of this Guaranty),
Guarantor and Sublandlord agrees as follows:


 


1.       Guarantor
unconditionally and irrevocably guarantees, as a primary obligor and not as a surety, and promises to perform and be liable for,
any and all obligations and liabilities of Subtenant under the terms of the Sublease.


 


2.       Guarantor
agrees that, without the consent of, or notice to, Guarantor and without affecting any of the obligations of Guarantor under this
Guaranty, (a) Sublandlord and Subtenant may amend, compromise, release, or otherwise alter any term, covenant, or condition of
the Sublease, and Guarantor guarantees and promises to perform all the obligations of Subtenant under the Sublease as so amended,
compromised, released, or altered; (b) Sublandlord may release, substitute, or add any guarantor of or party to the Sublease; (c)
Sublandlord may exercise, not exercise, impair, modify, limit, destroy, or suspend any right or remedy of Sublandlord under the
Sublease; (d) Sublandlord or any other person acting on Sublandlord’s behalf may deal in any manner with Subtenant, any guarantor,
any party to the Sublease, or any other person; and (e) Sublandlord may permit all or any part of the Premises or of the rights
or liabilities of Subtenant under the Sublease to be sublet, assigned, or assumed in accordance with the terms set forth in the
Sublease. This is a continuing guaranty, and Guarantor waives the benefit of the provisions of California Civil Code §2815.


 


3.       Guarantor
waives and agrees not to assert or take advantage of (a) any right to require Sublandlord to proceed against Subtenant or any other
person, or to pursue any other remedy before proceeding against Guarantor; (b) any right or defense that may arise by reason of
the incapacity, lack of authority, death, or disability of Subtenant or any other person; (c) any right or defense arising by reason
of the absence, impairment, modification, limitation, destruction, or cessation (in bankruptcy, by an election of remedies, or
otherwise) of the liability of Subtenant, of the subrogation rights of Guarantor, or of the right of Guarantor to proceed against
Subtenant for reimbursement; and (d) the benefit of any statute of limitations affecting the liability of Guarantor under this
Guaranty or the enforcement of this Guaranty. Without in any manner limiting the generality of the foregoing, Guarantor waives
the benefits of the


 






    	  
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provisions of California Civil Code §§2809-2810,
2819, 2820, 2821, 2839, 2845, 2847. 2848, 2849-2850 and 2855 and any similar or analogous statutes of California or any other jurisdiction.
In addition, Guarantor waives and agrees not to assert or take advantage of any right or defense based on the absence of any or
all presentments, demands (including demands for performance), notices (including notices of adverse change in the financial status
of Subtenant or other facts that increase the risk to Guarantor, notices of nonperformance, and notices of acceptance of this Guaranty),
and protests of each and every kind.


 


4.       Until
all Subtenant’s obligations under the Sublease are fully performed, Guarantor (a) will have no right of subrogation against Subtenant
by reason of any payments or acts of performance by Guarantor under this Guaranty; and (b) subordinates any liability or indebtedness
of Subtenant now or hereafter held by Guarantor to Subtenant’s obligations under, arising out of, or related to the Sublease or
Subtenant’s use or occupancy of the Premises.


 


5.       The
liability of Guarantor and all rights, powers, and remedies of Sublandlord under this Guaranty and under any other agreement now
or at any time hereafter in force between Sublandlord and Guarantor relating to the Sublease will be cumulative and not alternative,
and such rights, powers, and remedies will be in addition to all rights, powers, and remedies given to Sublandlord by law or in
equity.


 


6.       This
Guaranty applies to, inures to the benefit of, and binds all parties to this Guaranty, their heirs, devisees, legatees, executors,
administrators, representatives, successors, and assigns (including any purchaser at a judicial foreclosure or trustee’s sale or
a holder of a deed in lieu of foreclosure). This Guaranty may be assigned by Sublandlord voluntarily or by operation of law.


 


7.       Guarantor
will not, without the prior written consent of Sublandlord, commence (or join with any other person in commencing) any bankruptcy,
reorganization, or insolvency proceeding against Subtenant. The obligations of Guarantor under this Guaranty will not be altered,
limited, or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization,
liquidation, or arrangement of Subtenant, or by any defense that Subtenant may have by reason of any order, decree, or decision
of any court or administrative body resulting from any such proceeding. Unless and until all Subtenant’s obligations under the
Sublease are fully performed, Guarantor will file in any bankruptcy, or other proceeding in which the filing of claims is required
or permitted by law, all claims that Guarantor may have against Subtenant relating to any indebtedness of Subtenant to Guarantor,
and Guarantor will assign to Sublandlord all rights of Guarantor under these claims. Sublandlord will have the sole right to accept
or reject any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to take. In
all such cases, whether in administration, bankruptcy, or otherwise, the person or persons authorized to pay such claim will pay
to Sublandlord the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor assigns to Sublandlord
all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided that Guarantor’s
obligations under this Guaranty will not be satisfied except to the extent that Sublandlord receives cash by reason of any such
payment or distribution. If Sublandlord receives anything other than cash, it will be held as collateral for amounts due under
this Guaranty.


 






    	  
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8.       It
is acknowledged and confirmed that as of the date of execution and delivery of this Guaranty, Guarantor is a publicly traded corporation
and audited financials for Guarantor are available for public review. If during any period of time when the Sublease remains in
effect, Guarantor is not a publicly traded corporation with publicly available audited financials, then, subject to force majeure,
Guarantor shall deliver to Landlord within sixty (60) days of Sublandlord’s request (but no more frequently than once annually)
a copy of an audited balance sheet and an audited income statement of Guarantor (the “Financial Statements”), which
Financial Statements shall be (a) dated as of the end of the most recent fiscal year for which such statements are available (it
being acknowledged, that statements for the immediately previous fiscal year may not be available until up to one hundred fifty
(150) days after the end of such fiscal year), and (b) prepared in accordance with generally accepted accounting principles. In
such event, Guarantor may condition delivery of any non-public Financial Statements on Sublandlord delivering a commercially reasonable
confidentiality agreement, signed by Sublandlord and any other parties that will be entitled to review the Financial Statements.


 


9.       TO
THE EXTENT NOW OR HEREAFTER PERMITTED BY LAW, SUBLANDLORD AND GUARANTOR WAIVE THE RIGHT TO A JURY TRIAL OF ANY CAUSE OF ACTION,
CLAIM, COUNTERCLAIM, OR CROSS-COMPLAINT IN ANY ACTION, PROCEEDING, OR OTHER HEARING BROUGHT BY EITHER SUBLANDLORD AGAINST SUBTENANT
OR GUARANTOR OR BY SUBTENANT OR GUARANTOR AGAINST SUBLANDLORD ON ANY MATTER ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE SUBLEASE,
THIS GUARANTY, THE RELATIONSHIP OF SUBLANDLORD AND SUBTENANT, SUBTENANT’S USE OR OCCUPANCY OF THE PREMISES, OR ANY CLAIM OF INJURY
OR DAMAGE, OR THE ENFORCEMENT OF ANY REMEDY UNDER ANY LAW, STATUTE, OR REGULATION, EMERGENCY OR OTHERWISE, NOW OR HEREAFTER IN
EFFECT.


 


10.    Sublandlord
and Guarantor shall settle any dispute arising from or relating to this Guaranty by arbitration in the English language in San
Francisco County, California before a single arbitrator appointed by the International Centre for Dispute Resolution. The Commercial
Arbitration Rules of the American Arbitration Association, including the Optional Rules for Emergency Measures of Protection, shall
apply in the arbitration. The parties irrevocably consent to the jurisdiction and venue of the state and federal courts having
jurisdiction over San Francisco County, California for proceedings (“Related Proceedings”) relating to
enforcement of a party’s obligation to arbitrate and to enforcement of any arbitral award. Any court having jurisdiction may enforce
an arbitral award. The prevailing party in any arbitration or Related Proceedings shall recover its reasonable costs and attorneys’
fees. Service of any document or pleading in an arbitration or Related Proceedings is proper if by personal delivery, commercial
courier, or any form of mail requiring a return receipt at the address shown in this Guaranty for each party or at the address
of Subtenant identified in the Sublease on behalf of Guarantor. Any notice, complaint, legal process or arbitration document shall
be deemed properly served upon Guarantor if served upon Subtenant. Without limiting the generality of this Section 10, Guarantor
waives and agrees not to assert by way of motion, defense, or otherwise in any Related Proceedings any claim that Guarantor is
not personally subject to the jurisdiction of the above-named courts, that such Related Proceedings are brought in an inconvenient
forum, or that the venue of such Related Proceedings is improper. Guarantor hereby represents and warrants


 






    	  
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that the obligations of Guarantor
under this Guaranty are fully enforceable against Guarantor in the State of California and Guarantor will raise no defenses to
the enforceability of this Guaranty relating to Guarantor being a Ireland public limited company having its headquarters in Dublin,
Ireland.


 


11.    If
a claim (“Recovery Claim”) is made on Sublandlord at any time (whether before or after payment or performance
in full of any obligation of Guarantor, and whether such Recovery Claim is asserted in a bankruptcy proceeding or otherwise) for
repayment or recovery of any amount or other value received by Sublandlord (from any source) in payment of, or on account of, any
obligation of Guarantor under this Guaranty, and if Sublandlord repays such amount, returns value, or otherwise becomes liable
for all or part of such Recovery Claim by reason of (a) any judgment, decree, or order of any court or administrative body; or
(b) any settlement or compromise of such Recovery Claim, then Guarantor will remain severally liable to Sublandlord for the amount
so repaid or returned or for which Sublandlord is liable to the same extent as if such payments or value had never been received
by Sublandlord, despite any termination of this Guaranty, termination of the Sublease, or cancellation of any document evidencing
any obligation of Guarantor under this Guaranty.


 


12.    This
Guaranty will constitute the entire agreement between Guarantor and Sublandlord with respect to the subject matter of this Guaranty
and supersedes all prior agreements, understandings, negotiations, representations, and discussions, whether verbal or written,
of the parties, pertaining to that subject matter. Guarantor is not relying on any representations, warranties, or inducements
from Sublandlord that are not expressly stated in this Guaranty.


 


13.    No
provision of this Guaranty or right of Sublandlord under it may be waived, nor may any Guarantor be released from any obligation
under this Guaranty except by a writing duly executed by an authorized officer or director of Sublandlord, which writing shall
be promptly provided by Sublandlord upon full satisfaction of Guarantor’s obligations hereunder.


 


14.    When
the context and construction so requires, all words used in the singular in this Guaranty will be deemed to have been used in the
plural. The word “person” as used in this Guaranty will include an individual, company, firm, association, partnership,
corporation, trust, or other legal entity of any kind whatsoever. “Sublandlord,” whenever used in this Guaranty, refers
to and means Sublandlord under the Sublease specifically named and also any assignee of Sublandlord, whether by outright assignment
or by assignment for security, and also any successor to the interest of Sublandlord or of any assignee of the Sublease or any
part of the Sublease, whether by assignment or otherwise. “Subtenant,” whenever used in this Guaranty, refers to and
means Subtenant under the Sublease and also any assignee of the interest of Subtenant in the Sublease and their respective successors
in interest.


 


15.    If
any provision of this Guaranty is determined to be illegal or unenforceable, all other provisions will nevertheless be effective.


 


16.    The
waiver or failure to enforce any provision of this Guaranty will not operate as a waiver of any other breach of such provision
or any other provisions of this Guaranty; nor will


 






    	  
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any single or partial exercise
of any right, power, or privilege preclude any other or further such exercise or the exercise of any other right, power, or privilege.


 


17.     Time
is strictly of the essence under this Guaranty and any amendment, modification, or revision of this Guaranty.


 


18.     Guarantor
represents and warrants that each individual executing this Guaranty on behalf of Guarantor is duly authorized to execute and deliver
this Guaranty on behalf of Guarantor. Concurrently herewith, Guarantor shall deliver to Sublandlord evidence of such authority,
including a legal opinion from Ireland counsel.


 


19.     If
either party to this Guaranty participates in an action against the other party arising out of or in connection with this Guaranty,
the prevailing party will be entitled to have and recover from the other party reasonable attorney fees, collection costs, and
other costs incurred in, and in preparation for, the action, arbitration, or mediation.


 


20.     All
notices given hereunder must be in writing delivered by certified or registered mail, return receipt requested, or by a nationally
recognized overnight delivery service. Notice by registered or certified mail will be effective when the return receipt thereof
is signed, and notice by overnight delivery will be effective when received or when receipt is refused as evidenced by the records
of the courier service. Notices must be addressed to the following addresses, or to such other address or addresses as the parties
may from time to time specify by notice so given:


 


	In the case of notice to Guarantor, to:	Prothena Corporation plc
	 	Adelphi Plaza
	 	Upper George’s Street, Dun Laoghaire
	 	Co. Dublin, A96 T927, Ireland
	 	Attn: Company Secretary
	 	 
	With a copy to:	Prothena Biosciences Inc
	 	650 Gateway Boulevard
	 	South San Francisco, CA 94010
	 	Attn: Legal Department
	 	 
	In the case of notice to Sublandlord, to:	Amgen Inc.
	 	One Amgen Center Drive
	 	Mail Stop: 28-1-A
	 	Thousand Oaks, CA 91320-1799
	 	Attention: Corporate Real Estate
	 	 
	With a copy to:	Amgen Inc.
	 	One Amgen Center Drive
	 	Mail Stop: 35-2-A
	 	Thousand Oaks, CA 91320-1799
	 	Attention: Operations Law Group


 






    	  
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The parties shall
be responsible for notifying each other hereunder of any changes of address by notice given in accordance with the above provisions.


 


21.     Guarantor’s
execution and delivery of this Guaranty will not result in any breach of, or constitute a default under, any mortgage, deed of
trust, lease loan, credit agreement, partnership agreement, or other contract or instrument to which Guarantor is a party or by
which Guarantor may be bound.


 


22.     If
Guarantor is more than one (1) person, the obligations of the persons comprising Guarantor will be joint and several and the unenforceability
of this Guaranty or Sublandlord’s election not to enforce this Guaranty against one (1) or more of the persons comprising Guarantor
will not affect the obligations of the remaining persons comprising Guarantor or the enforceability of this Guaranty against such
remaining persons.


 


23.     Each
of the parties will execute such other and further documents and do such further acts as may be reasonably required to effectuate
the intent of the parties and carry out the terms of this Guaranty.


 


[SIGNATURES ON NEXT PAGE]


 






    	  
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IN WITNESS WHEREOF, the parties hereto have
hereunto set their hand on the date first above written.


 


	 	“Guarantor”
	 	 
	 	PROTHENA CORPORATION plc,
	 	an Ireland public limited company
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 
	 	 	 
	 	“Sublandlord”
	 	 	 
	 	AMGEN INC.,
	 	a Delaware corporation
	 	 	 
	 	By:	 
	 	 	 
	 	Name:	 
	 	 	 
	 	Title:	 


 






    	  
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EXHIBIT B-1


 


SUBLEASED PREMISES


 






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EXHIBIT B-2


 


COMPLETE PREMISES


 




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EXHIBIT B-3


 


BUILDING COMMON AREAS


 




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