exv10w34





Exhibit
10.34

SUBLEASE




     THIS SUBLEASE (the “Sublease”), dated for reference purposes only as of July 9,
2010 (the “Execution Date”), is made by and between
Exelixis, Inc., a Delaware
corporation (“Sublandlord”), and
Onyx Pharmaceuticals, Inc., a Delaware corporation
(“Subtenant”).



RECITALS




     Whereas, Sublandlord and ARE-San Francisco No. 12, LLC, a Delaware
limited liability company (“Master Landlord”), are parties to that certain Lease Agreement
dated as of September 14, 2007, as amended by that certain First Amendment to Lease dated as of
May 31, 2008, that certain Second Amendment to Lease dated as of
October 23, 2008, that certain
Third Amendment to Lease dated as of October 24, 2008 and that certain Fourth Amendment to
Lease dated on or about the date hereof (the “4th Amendment”) in the form attached
hereto as  Exhibit E (as amended, the “Master Lease”), pursuant to which Master Landlord leased
to Sublandlord all of the third and fourth floors and an approximately 3,008 rentable square
foot server room on the first floor (the “Server Room”), consisting of approximately 71,746
total rentable square feet (the “Master Premises”), in the building, consisting of
approximately 129,501 total rentable square feet, located at 249 East Grand Avenue, South San
Francisco, California (the “Building), each as more fully described in the Master Lease. The
parties acknowledge that a copy of the Master Lease has been delivered by Sublandlord to
Subtenant.



     Whereas, the parties hereto desire that Sublandlord sublet to Subtenant and that
Subtenant sublet from Sublandlord all of the third and fourth floors of the Master Premises,
consisting of approximately 68,738 rentable square feet (the “Subleased Premises”), and
specifically excluding the Server Room.



     Whereas, concurrently with the execution of this Sublease, Subtenant is entering
into a direct lease between Master Landlord and Subtenant for the remainder of the Building
(excluding the Server Room) (the “Remainder Lease”).



     Now, Therefore, for good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


1. Sublease. Sublandlord does hereby sublet to Subtenant and Subtenant does hereby
sublet from Sublandlord, the Subleased Premises, subject to the terms and conditions of this
Sublease. The parties hereto hereby agree to the rentable square footage of the Subleased
Premises set forth above, and such rentable square footage, and any of the economic terms
hereof based thereon, shall not be adjusted based on further remeasurement.



2. Term.




     (a) Start Date; Sublease Contingency. Sublandlord and Subtenant expressly acknowledge and
agree that this Sublease is subject to the following contingencies (collectively, the “Sublease
Contingency”): (i) Master Landlord’s prior written consent to this Sublease, in a form similar to
the Consent of Master Landlord attached hereto as Exhibit A or on such other form provided by
Master Landlord that is reasonably acceptable to Sublandlord and Subtenant (“Master Landlord’s
Consent”) and (ii) Master Landlord’s and Sublandlord’s execution and delivery of the 4th
Amendment. This Sublease shall be effective upon the last to occur of (A) September 1, 2010,




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(B) the date that the Sublease Contingency is satisfied and (C) twenty five (25) days
after Sublandlord delivers possession of the Subleased Premises to Subtenant in the required
condition for early access under Section 2(c) below (the “Start Date”). Sublandlord shall use
commercially reasonable efforts to obtain Master Landlord’s Consent and Master Landlord’s execution
of the 4th Amendment, and Subtenant agrees to cooperate in all reasonable
respects in connection therewith. Neither party shall have any liability to the other for any
termination or cancellation of this Sublease as a result of Master Landlord’s failure or refusal to
consent to this Sublease, unless such party by its willful act caused Master Landlord to refuse
timely consent to this Sublease.




     (b) Sublease
Term. This Sublease shall be for a term (the “Sublease Term”) commencing on
the Start Date, and ending on November 30, 2015 (the “End Date”), unless terminated earlier in
accordance with the terms of this Sublease; provided, however, than in no event shall the Sublease
Term extend beyond the term of the Master Lease, as set forth therein. Upon Sublandlord’s delivery
of the Subleased Premises to Subtenant, Sublandlord and Subtenant shall complete and execute the
Start Date Agreement attached hereto as Exhibit B, confirming, among other things, the Start Date
and End Date.



     (c) Early Access. Subject to satisfaction of the Sublease Contingencies, Subtenant shall have
reasonable early access and use of the Subleased Premises from August 6, 2010 until the Start Date
solely for installing its furniture, fixtures and improvements. In no event shall Subtenant operate
its business from the Subleased Premises prior to September 1, 2010. Subtenant’s early access shall
be subject to all the terms and conditions of this Sublease, including without limitation, all
insurance and maintenance obligations, and all monetary obligations except the payment of Base Rent
and Additional Rent.



3. Delivery and Condition.




     (a) Building Systems. Sublandlord shall deliver the Subleased Premises to Subtenant on
the date set forth in Section 2(c) in vacant (subject to Section 3(b), below), broom clean
condition and otherwise in “AS IS, WHERE IS” condition, provided that all existing improvements
therein shall be in good working order (with the understanding that since Sublandlord will be
removing its servers and computer hardware to which the card key access and security systems are
now attached, the Subtenant will need to connect these systems to its own servers and computer
hardware before they will be operational). Sublandlord warrants that the existing heating,
ventilating and air conditioning system (“HVAC”), electrical, plumbing, fire alarm, sprinkler,
lighting, and all other such elements in the Subleased Premises shall be in good operating
condition on the Start Date (with the understanding that since Sublandlord will be removing its
servers and computer hardware to which the card key access and security systems are now attached,
the Subtenant will need to connect these systems to its own servers and computer hardware before
they will be operational), and that the Subleased Premises do not contain Hazardous Materials as
defined in and in violation of Section 30(a) of the Master Lease. If a non-compliance with such
warranty exists as of the Start Date, Sublandlord shall, at Sublandlord’s sole cost and expense,
promptly after receipt of written notice from Subtenant setting forth with specificity the nature
and extent of such non-compliance, malfunction or failure, rectify the same, or, if responsibility
for a particular item is the responsibility of the Master Landlord, Sublandlord shall cause Master
Landlord to rectify the same. To be effective, Subtenant’s notice must be sent to Sublandlord on or
before the six (6) month anniversary of the Start Date. Sublandlord shall deliver to Subtenant on
the Start Date, and on the date the UPS and Sublandlord’s interest, if any, in and to the Back-up
Generator are transferred to the Subtenant








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by the Sublandlord, any then current reports from Sublandlord’s maintenance contractors then
in Sublandlord’s possession concerning the data center systems owned by Sublandlord.




     (b) FF&E. Sublandlord shall sell to Subtenant, pursuant to the terms of the Bill of
Sale attached hereto as Exhibit C, without representation or warranty except as expressly set forth
in the Bill of Sale (i) on the Start Date, all office furniture, cubicles and other related
furniture, fixtures and equipment owned by Sublandlord and listed on Schedule 1 to the Bill of
Sale, which list does not include those items listed on Schedule 2 to the Bill of Sale which shall
be removed by Sublandlord on or before July 16, 2010 and (ii) at such time as Sublandlord vacates
the Server Room, the UPS System and all of Sublandlord’s right, title and interest, if any, in and
to the Back-up Generator in its then as-is condition (the “Equipment”). During the Sublease Term
prior to the sale to Subtenant of the Equipment as provided in the immediately preceding sentence,
Sublandlord grants to Subtenant, at no additional cost, the non-exclusive right to use the
Equipment to supply back-up power to Subtenant’s server room and critical lab equipment located in
the Building (collectively, “Subtenant’s Equipment”) so long as such use does not interfere with
Sublandlord’s use of the Server Room and/or the Equipment. Except to the extent due to the gross
negligence or willful misconduct of Sublandlord or Sublandlord’s violation of this Sublease, (a)
Sublandlord shall have no liability to Subtenant of any kind under any circumstances arising out of
or in connection with the Equipment or Subtenant’s use thereof, (b) Subtenant hereby releases
Sublandlord from and against any and all claims, damages, costs, expenses and liabilities
(collectively, “Equipment Claims”) arising out of or in connection with the Equipment and/or
Subtenant’s use thereof and (c) Subtenant shall indemnify, defend and hold Sublandlord harmless
from and against any and all Equipment Claims arising out of or in connection with Subtenant’s use
thereof. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall
have the right to terminate, by written notice to Subtenant, Subtenant’s non-exclusive right to use
the Equipment in the event that either (i) Subtenant uses more than 250kW of the UPS System as
indicated on the control panel of the UPS System, or (ii) Subtenant installs any equipment other
than Subtenant’s Equipment which would utilize the Equipment without first obtaining Sublandlord’s
prior written consent, which consent may be withheld if such equipment would materially interfere
with Sublandlord’s operations or its use of the Equipment and/or Server Room. Subject to
Subtenant’s default under this Sublease and force majeure, Sublandlord shall use commercially
reasonable efforts to operate and maintain the Equipment in good condition at all times throughout
the Sublease Term in accordance with manufacturer’s specifications and maintain all required
governmental permits in connection therewith, including the Bay Area Air Quality Management
District permit.


     (c) Server Room. The parties hereto expressly acknowledge and agree that Sublandlord has
not demised to Subtenant and Sublandlord shall retain exclusive use and possession of, and the
right of ingress and egress through the New Entry Door (defined below) from and to the Server Room
located on the first floor of the Building (pursuant to the terms of the Master Lease), provided
that Sublandlord’s use thereof shall not unreasonably interfere with Subtenant’s business
operations at the Subleased Premises. Sublandlord may not sublease the Server Room or permit any
third parties to use the Server Room. Sublandlord hereby reserves the right, for emergency
purposes only, to enter upon and travel through the lobby and corridors of the Subleased Premises
indicated on Exhibit D hereto. Sublandlord shall, at its sole cost and expense, prior to the Start
Date, construct such alterations as are necessary to separately demise the Server Room from the
remainder of the Subleased Premises in a manner reasonably acceptable to Subtenant, including
construction of exiting and access corridors, as shown on Exhibit D hereto (which shall show the
exterior entry door


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as well (the “New Entry Door”). Under no circumstances, shall Subtenant use the area
above or adjacent to the Server Room as a wet lab, and Subtenant shall cause such covenant to be
incorporated into the Remainder Lease. Sublandlord shall perform such work in a good and
workmanlike manner, in accordance with laws and plans approved by Subtenant, which approval shall
not be unreasonably withheld, conditioned or delayed. If Sublandlord fails to complete such work by
September 1, 2010 and such failure is not cured within ten (10) business days after written notice
thereof from Subtenant, Subtenant shall have the right to complete such work and deduct the cost of
such work against Rent next coming due under this Sublease.




4. Rent.




     (a) Base
Rent. Subtenant shall pay to Sublandlord monthly base rent (the
“Base Rent”) for
the Subleased Premises in the amount of One Hundred Eleven Thousand Six Hundred Ninety-Nine and
25/100 Dollars ($111,699.25), which monthly Base Rent amount shall increase by three percent (3%)
on each anniversary of the Start Date. Base Rent for the first sixty (60) days of the Sublease Term
(the “Abatement Period”) shall be abated. On each first day of each month, Base Rent shall be due
and payable, in advance, at the address specified for Sublandlord below, or at such other place as
Sublandlord designates in writing, without any prior notice or demand and without any deductions or
setoff whatsoever (except as otherwise expressly provided in this Sublease). If the date upon which
Subtenant’s obligation to pay Base Rent commences, or the End Date, occurs on a day other than the
first or last day, respectively, of a calendar month, then the Base Rent for such fractional month
will be prorated on the basis of the actual number of days in such month.



     (b) Additional Rent. All sums due from Subtenant to Sublandlord or to any third party under
the terms of this Sublease (other than Base Rent) shall be additional
rent (“Additional Rent”),
including, without limitation, ninety-five and 81/100ths percent (95.81%) of the charges for
“Operating Expenses”, as defined in Section 5 of the Master Lease, and any other charges, as they
relate to the Subleased Premises during the Sublease Term, that are billed by Master Landlord to
Sublandlord or that are billed by a third party to the Sublandlord other than charges assessed by
Master Landlord (such as late charges) as a result of Sublandlord’s failure to comply with the
Master Lease, unless such failure was caused by Subtenant. All Additional Rent that is payable to
Sublandlord shall be paid at the time and place that Base Rent is paid, except as otherwise
provided in this Sublease or instructed by Sublandlord in writing. Sublandlord will have the same
remedies for a default in the payment of any Additional Rent as for a default in the payment of
Base Rent. Together, Base Rent, Additional Rent and any other sums due hereunder from Subtenant are
sometimes referred to in this Sublease as “Rent”. In the event that Subtenant overpays Rent, and
Sublandlord therefore receives a credit from Master Landlord in connection with such overpayment,
Subtenant shall be entitled to an equal credit against its obligations under the Sublease. Any time
rent abates under the Master Lease, Rent under this Sublease shall abate proportionally.



     (c) Late Charge; Interest. If Subtenant fails to pay any Rent within five (5) days of
the date when due, Subtenant shall pay a late charge and interest thereon in accordance with terms
of Section 21 of the Master Lease, which are incorporated herein by this reference. No endorsement
or statement on a check or letter accompanying a check or payment shall be considered an accord and
satisfaction of past due Rent. Subtenant’s covenant to pay Rent is independent of every other
covenant in this Sublease. Notwithstanding the foregoing, in the event that Master Landlord agrees
to grant a similar right to Sublandlord in the Consent to Sublease or an amendment to the Master
Lease, before assessing a late charge the first time in any calendar year, Sublandlord shall
provide






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Subtenant with written notice of the delinquency and will waive the right if Subtenant
pays such delinquency within five (5) days thereafter.




5. Letter of Credit. Within two (2) business days after Subtenant’s receipt of a copy of
Master Landlord’s Consent, Subtenant shall provide to Sublandlord an unconditional, clean,
irrevocable Letter of Credit (“Letter of Credit”) in
the amount of One Hundred Eleven Thousand
Six Hundred Ninety-Nine and 25/100 Dollars ($111,699.25) in favor of Sublandlord and issued by
a bank (which accepts deposits, maintains accounts and will negotiate a letter of credit, and
whose deposits are insured by the FDIC) located in the Bay Area and reasonably acceptable to
Sublandlord (“Issuer”). The Letter of Credit shall (a) be fully transferable by Sublandlord
without payment of transfer fees, (b) permit multiple drawings, and (c) provide that draws,
including partial draws, at Sublandlord’s election, will be honored upon the delivery to the
Issuer of a certificate signed by Sublandlord, or its authorized agent, that Sublandlord is
entitled to make the requested draw pursuant to the terms of the Sublease. If Subtenant fails
to pay Rent or any other sums as and when due hereunder, or otherwise defaults with respect to
any provision of this Sublease in each case beyond the applicable notice and cure period,
Sublandlord may (but shall not be obligated to) use, apply or retain all or any portion of the
Letter of Credit for payment of any sum for which Subtenant is obligated or which will
compensate Sublandlord for any loss or damage which Sublandlord may suffer thereby. Any draw
or partial draw of the Letter of Credit shall not constitute a waiver by Sublandlord of its
right to enforce its other remedies hereunder, at Law or in equity. If any portion of the
Letter of Credit is drawn upon, Subtenant shall, within ten (10) days after delivery of
written demand from Sublandlord, either restore said Letter of Credit to its requisite amount
or pay Sublandlord an amount equal to any draw made upon the Letter of Credit. The Letter of
Credit shall be in effect for the entire Sublease Term plus sixty (60) days beyond the End
Date. The Letter of Credit shall automatically renew each year during the Sublease Term unless
Sublandlord is given at least thirty (30) days prior notice of a non-renewal by the Issuer,
and Sublandlord shall be able to draw on the Letter of Credit in the event of such notice. The
parties agree that the provisions of Civil Code Sections 1950.7 and 1951.7 do not apply to the
Letter of Credit or any proceeds from the Letter of Credit.




6. Compliance with Laws; Use. The Subleased Premises shall be used for research and
development, administrative uses and all related legal uses, as approved by the City of South
San Francisco and any other governmental entity having jurisdiction over the Subleased
Premises. In addition, Subtenant may use the Subleased Premises as a wet lab, subject to (a)
the express written consent of Master Landlord, (b) Subtenant’s covenant in Section 3(c)
hereof not to locate a wet lab above or adjacent to the Server Room, and (c) all applicable
Laws. Subtenant and its employees, agents, contractors and invitees
(the “Subtenant Controlled Parties”) shall comply with all statutes, codes, ordinances, orders, rules and
regulations of any municipal or governmental entity, including, without limitation, all
applicable federal, state and local Laws or regulations governing protection of, or damage to
the environment, or the treatment, storage or disposal of hazardous materials (collectively
referred to as “Laws”), regarding the operation of Subtenant’s business and Subtenant’s
particular use of the Subleased Premises. In addition to the foregoing, Subtenant shall
comply with the terms of Sections 7 and 30 and Exhibits E and G of the Master Lease (as
modified by the Master Landlord’s Consent), which are incorporated herein by this reference
(provided, however, that all references therein to “Landlord” shall mean and refer to Master
Landlord, except for any indemnity obligations thereunder, which shall be for the benefit of
both Sublandlord and Master Landlord, and references to “Tenant” and “Premises” shall mean
“Subtenant” and the “Subleased Premises”, respectively), and any other rules and regulations
of the Building adopted by Master Landlord from time to time, provided that a copy thereof is
made available to Subtenant.




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7. Services. Subtenant shall be responsible for the payment of all water, sewer, gas,
electricity and other utility-type services furnished by Master Landlord to the Subleased Premises
pursuant to Section 11 of the Master Lease, which is incorporated herein by this reference
(provided, however, that all references therein to “Landlord”, “Tenant” and “Premises” shall mean
“Master Landlord”, “Subtenant” and the “Subleased Premises”, respectively). Subtenant shall also
contract directly with or otherwise obtain services not provided by Master Landlord for the
Subleased Premises. Sublandlord shall use reasonable efforts to ensure Master Landlord’s compliance
with its obligations under the Master Lease in this regard. In no event shall Sublandlord be
obligated to provide any such services directly to Subtenant. Notwithstanding the foregoing,
Sublandlord will be responsible for the cost of all electricity consumed in the Server Room during
the Sublease Term, including, without limitation, for the operation of the HVAC service to the
Server Room. Sublandlord and Subtenant will reasonably cooperate to determine an appropriate method
of invoicing Sublandlord for such electricity consumption in the Server Room.




8. Maintenance and Repairs. The provisions of Sections 13, 14 and 41 of the Master Lease
pertaining to maintenance and repair, including, with respect to, the Roof Equipment (as
defined in Section 41 of the Master Lease), shall be incorporated into this Sublease, subject
to the following terms. For purposes of this Sublease, the term “Premises” in Sections 13, 14
and 41 of the Master Lease shall be deemed to mean the Subleased Premises, the term “Tenant”
shall be deemed to mean Subtenant and the term “Landlord” shall be deemed to mean Master
Landlord. Sublandlord shall use reasonable efforts to ensure Master Landlord’s compliance
with its obligations under the Master Lease in this regard. In no event shall Sublandlord be
obligated to undertake any maintenance and repair obligations that are otherwise the
responsibility of Master Landlord hereunder or under the Master Lease and Subtenant hereby
confirms its assumption of Sublandlord’s repair obligations under the Master Lease, to the
extent such obligations are applicable to the Subleased Premises. Sublandlord hereby assigns
to Subtenant all warranties given and indemnities made by Master Landlord to Sublandlord
under the Master Lease which would reduce Subtenant’s obligations hereunder, and shall
cooperate with Subtenant to enforce all such warranties and indemnities.




9. Subtenant Improvements; Repairs and Alterations. Any alterations, additions or improvements
to the Subleased Premises by or for Subtenant (collectively referred to as “Alterations”) shall
require the prior written consent of both the Sublandlord, and Master Landlord to the extent
required under Section 12 of the Master Lease and be made in accordance with Section
12 of the Master Lease, which is incorporated herein by this reference (provided, however,
that all references therein to “Tenant” and “Premises” shall mean “Subtenant” and the “Subleased
Premises”, respectively, and all references therein to “Landlord” shall mean both “Sublandlord”
and “Master Landlord” except only Master Landlord shall be entitled to a fee for its overhead and
expenses). Subtenant shall be solely responsible for the planning, construction and completion of
any Alterations at Subtenant’s sole cost and expense. Subtenant shall make all payments for
Alterations in a timely manner so as not to permit any mechanic’s or other liens to be placed upon
the Subleased Premises in connection with any Alterations. Subtenant shall fully discharge any
such lien within ten (10) days after it first becomes aware of the same. Subtenant shall not
damage or deface the furnishings, walls, floors, ceilings or other portions of the Subleased
Premises. Any damage to the Subleased Premises caused by Subtenant or a Subtenant Controlled Party
shall be promptly repaired by Subtenant, to Sublandlord’s reasonable satisfaction, at Subtenant’s
sole cost and expense. All Alterations to the Subleased Premises shall remain upon the Subleased
Premises following the End Date, provided that either Sublandlord receives a written waiver from
Master Landlord of its surrender obligations set forth in Section 28 of the Master Lease with
respect to such Alterations or such waiver is incorporated in an amendment to the Remainder Lease
between






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Subtenant and Master Landlord that provides for the addition of the Subleased Premises to
the “Premises” defined thereunder (in either case, a “Surrender Restoration Waiver”). If a
Surrender Restoration Waiver is not obtained, then Subtenant shall, prior to the End Date, promptly
remove any Alterations made by Subtenant at its sole cost and expense and repair any damage to the
Subleased Premises caused by such removal.




10. Entry by Sublandlord or Master Landlord. Sublandlord or Master Landlord may enter
the Subleased Premises at any time during the Sublease Term to inspect (in accordance with Section
32 of the Master Lease, which is incorporated herein by this reference, provided, however,
that all references therein to “Tenant” and “Premises” shall mean “Subtenant” and the “Subleased
Premises”, respectively and all references therein to “Landlord” shall mean both “Sublandlord” and
“Master Landlord”) the Subleased Premises, or to make repairs to the Subleased Premises to the
extent permitted under Section 17(d) of this Sublease. Except in case of emergencies, Master
Landlord or Sublandlord, as applicable, shall provide Subtenant with at least forty-eight (48)
hours prior notice of entry into the Subleased Premises, which may be given orally.




11. Assignment and Subletting.




     (a) Consent Required. Subtenant shall not assign, sublease, transfer or encumber any interest
in this Sublease or allow any third party to use any portion of the Subleased Premises
(collectively or individually, a “Transfer”), without the prior written consent of Sublandlord and
Master Landlord, which consent shall not be unreasonably withheld. In exercising reasonable
discretion, Sublandlord or Master Landlord may consider all those factors that are set forth in
Section 22(b) of the Master Lease, which are incorporated herein by this reference. Any Transfer or
attempted Transfer without the consent of Sublandlord and Master Landlord shall be a default by
Subtenant and, in addition to any other rights and remedies, shall entitle Sublandlord to terminate
this Sublease.



     (b) Permitted Transfer. Notwithstanding anything to the contrary contained in this
Sublease, Subtenant, without Sublandlord’s and Master Landlord’s prior written consent (but with at
least ten (10) days prior notice to each), may sublet all or any portion of the Subleased Premises
or assign this Sublease to (i) a subsidiary, affiliate or corporation controlled by, which controls
or is under common control with Subtenant; (ii) a successor corporation related to Subtenant by
merger, consolidation, non-bankruptcy reorganization or government action; or (iii) a purchaser of
all or substantially all of Subtenant’s assets (each, a “Permitted Transfer”), provided that such
transferee meets the requirements for a “Corporate Permitted Assignment” set forth in Section 22(b)
of the Master Lease, which are incorporated herein by this reference (each, a “Permitted
Transferee”). Notwithstanding that a Transfer is made to a Permitted Transferee, Subtenant shall
not be released from any of its obligations under this Sublease or those provisions of the Master
Lease incorporated herein and such Permitted Transferee shall be required to assume all of
Subtenant’s obligations hereunder as a condition to such transfer being permitted without
Sublandlord’s and Master Landlord’s prior written consent.



     12. Indemnity and Waiver of Claims. Except to the extent caused by the gross negligence
or willful misconduct of Sublandlord or any of its owners, partners, principals, members, trustees,
officers, directors, shareholders, agents, employees and lenders (“Sublandlord Related Parties”) or
Master Landlord’s gross negligence or willful misconduct or Sublandlord’s or Master Landlord’s
default in its obligations under this Sublease or the Master Lease, Subtenant shall indemnify,
defend and hold Sublandlord and the Sublandlord Related






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Parties harmless from and against all liabilities, damages, claims, and expenses,
including, without limitation, reasonable attorneys’ fees (if and to the extent permitted by Law),
which may be imposed upon, incurred by or asserted against Sublandlord or any of Sublandlord
Related Parties arising out of or in connection with any damage or injury occurring in the
Subleased Premises caused by any acts or omissions (including violations of Law) of Subtenant or
any Subtenant Controlled Parties. Subtenant hereby waives all claims against Sublandlord and
Sublandlord Related Parties for (a) any damage to person or property (or resulting from the loss of
use thereof), except to the extent caused by the gross negligence or willful misconduct of
Sublandlord or any Sublandlord Related Party or Sublandlord’s default in its obligations under this
Sublease and (b) any failure to prevent or control any criminal or otherwise wrongful conduct by
any third party or to apprehend any third party who has engaged in such conduct. Nothing in this
Sublease shall create any liability on the part of Subtenant for any claims, losses, damages or
costs arising out of Hazardous Materials, as defined in Section 30 of the Master Lease (i) present
at or about the Premises or Project prior to the Start Date (unless introduced to the Premises or
Project by Subtenant or any Subtenant Controlled Party), (ii) that emanate onto the Premises or
Project from outside thereof that are not the responsibility of Subtenant under the foregoing
provisions or (iii) that are introduced to the Premises or Project by Sublandlord or any
Sublandlord Related Party. Sublandlord shall indemnify and hold Subtenant and the Subtenant
Controlled Parties harmless from any claims, losses, damages or costs arising out of Hazardous
Materials that are introduced to the Premises or Project by Sublandlord or any Sublandlord Related
Party. Notwithstanding anything to the contrary in this Section 12, Sublandlord shall not be
released or indemnified from, and shall indemnify, defend, protect and hold harmless Subtenant
from, all damages, liabilities, losses, claims, attorneys’ fees, costs and expenses arising from
the gross negligence or willful misconduct of Sublandlord or Sublandlord Related Parties or a
breach of Sublandlord’s obligations or representations under this Sublease. Notwithstanding any
provision in this Sublease to the contrary, neither Sublandlord nor any Sublandlord Related Party
shall be liable for (and Subtenant hereby waives any claims for) any injury or damage to, or
interference with, Subtenant’s business, including loss of profits, loss of rents or other
revenues, loss of business opportunity, loss of goodwill or loss of use, or for any form of special
or consequential damage.




13. Insurance. The provisions of Section 17 of the Master Lease pertaining to insurance
shall be incorporated into this Sublease, subject to the following terms. For purposes of this
Sublease, the term “Tenant” in Section 17 of the Master Lease shall be deemed to mean Subtenant and
the term “Landlord” shall be deemed to mean Master Landlord (except that the release and waiver of
subrogation in the fourth paragraph shall also apply as between Sublandlord and Subtenant) and the
term “Premises” shall mean the “Subleased Premises”, except that all policies of liability
insurance required to be maintained by Subtenant hereunder and thereunder shall name both
Sublandlord and Master Landlord as additional named insureds and all notices related to such
insurance and all evidence of such policies shall be delivered to both Sublandlord and Master
Landlord. Subtenant covenants that it shall obtain Master Landlord’s approval for the form of
insurance certificate to be provided to Master Landlord, including any “blanket insurance” policy
obtained by Subtenant, prior to the Start Date. Pursuant to Section 7(g) of Master Landlord’s
Consent, notwithstanding anything to the contrary contained in the Master Lease, in no event shall
(i) Sublandlord be required by Master Landlord to maintain property insurance covering any of
Subtenant’s property in the Subleased Premises, and (ii) Subtenant be required by Master Landlord
to maintain property insurance covering any of Sublandlord’s property in the Subleased Premises.







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14. Damage or Destruction and Condemnation. The provisions of Sections 18 and 19 of the
Master Lease pertaining to damage or destruction and condemnation, respectively, shall be
incorporated into this Sublease, subject to the following terms. For purposes of this Sublease, the
term “Tenant” in Sections 18 and 19 of the Master Lease shall be deemed to mean Subtenant and the
term “Landlord” therein shall be deemed to ‘mean Master Landlord and the term “Premises” shall mean
the “Subleased Premises”. In no event shall Sublandlord have any obligation to Subtenant to restore
the Subleased Premises if damaged, destroyed or condemned as described in Sections 18 and 19 of the
Master Lease. Subtenant shall be entitled to terminate this Sublease upon a casualty if Subtenant
is entitled to terminate the Remainder Lease as a result of such casualty and Master Landlord
permits Sublandlord to terminate the Master Lease.




15. Events of Default. The occurrence of any of the following shall constitute a
material breach of this Sublease and an Event of Default by Subtenant: (i) failure to pay Rent or
any other amount within two (2) days of the date of Sublandlord’s notice of default; (ii)all those
items of default set forth in the Master Lease where the obligation is incorporated in this
Sublease, including, without limitation, the Events of Default listed in Section 20 of the Master
Lease, which remain uncured after the cure period provided in the Master Lease; or (iii)
Subtenant’s failure to perform any other term, provision or covenant of this Sublease, which
failure remains uncured after thirty (30) days written notice thereof, or if such failure is not
susceptible of cure within thirty (30) days, such additional time as reasonably required for such
cure provided Subtenant commences such cure within said thirty (30) day period and diligently
prosecutes such cure to completion.




16. Remedies. Upon any default by Subtenant under the terms of this Sublease, beyond
any applicable notice and cure period, Sublandlord shall have the remedies set forth in Section 21
of the Master Lease as if Sublandlord is Master Landlord, including, without limitation, the right
to terminate this Sublease, in which case Subtenant shall immediately surrender the Subleased
Premises to Sublandlord. If Subtenant fails to surrender the Subleased Premises, Sublandlord may,
in compliance with applicable Law and without prejudice to any other right or remedy, enter upon
and take possession of the Subleased Premises. Subtenant shall pay Sublandlord on demand the
amount of all past due Rents, plus other losses and damages which Sublandlord may suffer as a
result of Subtenant’s uncured default. In addition to the right to terminate this Sublease and
collect damages, Sublandlord shall have the right to pursue any other remedy provided under the
Master Lease or that is now or hereafter available at Law or in equity.




17. Master Lease.




     (a) Subtenant takes possession of the Subleased Premises, and enters into this Sublease,
subject and subordinate to all of the terms, covenants, conditions, and restrictions of the Master
Lease. Neither Sublandlord nor Subtenant shall by act or omission cause a breach of any of the
terms, covenants, conditions, and restrictions contained in the Master Lease. Sublandlord shall
not agree to, or take any actions giving rise to, any amendment, modification or termination of
the Master Lease, waive any provisions under the Master Lease or make any elections, exercise any
right or remedy or give any consent or approval under the Master Lease that materially adversely
impacts the rights and obligations of Subtenant hereunder or Sublandlord’s use of the Subleased
Premises without Subtenant’s prior written consent. Except to the extent expressly incorporated by
reference in this Sublease, none of the terms, covenants, conditions and restrictions of the
Master Lease are incorporated herein to define the agreement as between Sublandlord and Subtenant.
With respect to any obligation of Subtenant to be performed under this Sublease, wherever the
Master Lease grants to Sublandlord a specified number of days after notice or other time condition
to perform its






9









 





corresponding obligation under the Master Lease (excluding the payment of Rent),
Subtenant shall have two (2) fewer days to perform the obligation, including without limitation
curing any defaults. 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.




     (b) Sublandlord shall not be deemed to have made any representation made by Master Landlord in
the Master Lease. Moreover, except as otherwise provided herein to the contrary, Sublandlord shall
not be obligated:


          (i) to provide any of the services or utilities that Master Landlord has agreed in the Master
Lease to provide;


          (ii) to make any of the repairs or restorations that Master Landlord has agreed in the Master
Lease to make; or


          (iii) to comply with any Laws or requirements of public authorities with which Master
Landlord has agreed in the Master Lease to comply; (all the foregoing being herein called the
“Building Services”); and Sublandlord shall have no liability to Subtenant on account of any
failure of Master Landlord to do so, or on account of any failure by Master Landlord to observe or
perform any of the terms, covenants or conditions of the Master Lease required to be observed or
performed by Master Landlord; provided Sublandlord agrees to use commercially reasonable efforts
to enforce Master Landlord’s obligations under the Master Lease on Subtenant’s behalf.



     (c) Notwithstanding the foregoing, Sublandlord grants to Subtenant the right to receive
all of the services and benefits with respect to the Subleased Premises that are to be provided by
Master Landlord under the Master Lease.



     (d) If (i) Subtenant shall fail to perform any of its obligations hereunder and such
failure shall continue beyond any cure period provided for herein, or (ii) Master Landlord shall
give any notice of failure or default under the Master Lease arising out of any failure by
Subtenant to perform any of its obligations hereunder then, in either case, Sublandlord shall have
the right (but not the obligation) to perform or endeavor to perform such obligation, at
Subtenant’s expense, and Subtenant shall, within ten (10) days of Sublandlord’s demands from time
to time, reimburse Sublandlord for all costs and expenses incurred by Sublandlord in doing so as
Rent.



     (e) Subtenant shall promptly execute, acknowledge and deliver to Sublandlord, any
certificate or other document evidencing the status of the Sublease or subordination of this
Sublease to the Master Lease, that Sublandlord or Master Landlord may reasonably request, in
accordance with Sections 23 and 27 of the Master Lease, which are incorporated herein by this
reference (provided, however, the terms “Tenant” and “Subtenant” shall be deemed to mean
“Subtenant” and the “Subleased Premises”, respectively. This Sublease shall not be subordinate to
any liens or encumbrances placed on the Master Premises by Sublandlord unless Subtenant receives a
nondisturbance agreement reasonably satisfactory to Subtenant.



     (f) Sublandlord warrants to Subtenant that (i) Sublandlord has delivered to Subtenant
a complete copy of the Master Lease, (ii) the Master Lease is, as of the date of this Sublease, in
full






10











 




force and effect, (iii) no event of default by Sublandlord or, to Sublandlord’s
knowledge, Master Landlord has occurred under the Master Lease nor has any event occurred and is
continuing that would constitute an event of default by Sublandlord or, to Sublandlord’s knowledge,
Master Landlord under the Master Lease, but for the requirement of the giving of notice and the
expiration of the period of time to cure, and (iv) Sublandlord has not subleased or encumbered the
Subleased Premises or assigned the Master Lease.




     (g) Sublandlord shall fully perform all of its obligations under the Master Lease to the
extent Subtenant has not expressly agreed to perform such obligations under this Sublease.
Sublandlord, with respect to the obligations of Master Landlord under the Master Lease, shall use
Sublandlord’s diligent good faith efforts to cause Master Landlord to perform such obligations for
the benefit of Subtenant. Such diligent good faith efforts shall include, without limitation: (i)
upon Subtenant’s written request, immediately notifying Master Landlord of its nonperformance under
the Master Lease, and requesting that Master Landlord perform its obligations under the Master
Lease; and (ii) permitting Subtenant to commence a lawsuit or other action in Sublandlord’s name to
obtain the performance required from Master Landlord under the Master Lease; provided, however,
that if Subtenant commences a lawsuit or other action, Subtenant shall pay all costs and expenses
incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold
Sublandlord harmless from, all costs and expenses incurred by Sublandlord in connection therewith.


18. Surrender of Subleased Premises. At the expiration or earlier termination of this
Sublease, if no Surrender Restoration Waiver has been delivered to Sublandlord, then Subtenant
shall promptly remove from the Subleased Premises (a) any Alterations that are required to be
removed pursuant to Section 9 of this Sublease and (b) Subtenant’s personal property, and quit and
surrender the Subleased Premises to Sublandlord, broom clean, and in good order, condition and
repair, ordinary wear and tear excepted. If Subtenant fails to remove any Alterations that are
required to be removed or Subtenant’s personal property within five (5) days after the termination
of this Sublease, Sublandlord, at Subtenant’s sole cost and expense, shall be entitled (but not
obligated) to remove such Alterations or remove, store or dispose of Subtenant’s personal property.
Sublandlord shall not be responsible for the value, preservation or safekeeping of Subtenant’s
personal property.



19. Holding Over. Subtenant shall have no right to holdover in the Subleased Premises
pursuant to this Sublease after the end of the Sublease Term, provided that Sublandlord agrees that
Subtenant’s continued occupancy of the Subleased Premises under the Remainder Lease shall not
constitute a holdover under this Sublease. If Subtenant does not surrender and vacate the Subleased
Premises on the date on which the Sublease Term ends (provided that Sublandlord agrees that
Subtenant’s continued occupancy of the Subleased Premises under the Remainder Lease shall not
constitute a holdover under this Sublease), Subtenant shall be a tenant at sufferance, or at the
sole election of Sublandlord, a month to month tenancy, and the parties agree in either case that
the reasonable rental value, if at sufferance, or the Rent if a month to month tenancy shall be
Rent at the greater of (1) the monthly rate of one hundred and fifty percent (150%) of the monthly
Rent set forth in Article 4, or (2) the rate of one hundred and fifty percent (150%) of any and all
Rent due to Master Landlord from Sublandlord under the holdover provisions of the Master Lease.
Notwithstanding the foregoing, and in addition to all other rights and remedies on the part of
Sublandlord if Subtenant fails to surrender the Subleased Premises upon the End Date, in addition
to any other liabilities to Sublandlord accruing therefrom, Subtenant shall indemnify, defend and
hold Sublandlord harmless from all claims, actions, losses, damages and expenses resulting from
such failure, including, without limitation, any such claims, actions, losses and damages to any
third


11









 






 parties based on such failure to surrender, and any lost profits therefrom. The foregoing
holder provisions shall not apply if Master Landlord and Subtenant shall have, prior to the End
Date, entered into an amendment to the Remainder Lease that provides for the addition of the
Subleased Premises to the “Premises” defined thereunder upon the End Date of this Sublease.



20. Parking; Signage. Subtenant shall have Subtenant’s proportionate share of such
parking rights as Sublandlord may have in connection with the Subleased Premises pursuant to
Section 10 of the Master Lease. Subtenant shall have signage rights pursuant to Section 38 of the
Master Lease, which is incorporated by this reference (provided, however, the terms “Landlord” and
“Tenant” shall mean the Master Landlord and Subtenant, respectively).



21. Limitation of Liability. Notwithstanding anything set forth herein, in no event shall any
personal liability be asserted against Sublandlord’s officers, directors, employees, agents or
contractors or to the property or assets of any of them. Under no circumstances shall
Sublandlord’s officers, directors, employees, agents or contractors be liable for injury to
Subtenant’s business or for any loss of income or profit therefrom.



22. Miscellaneous.




     (a) Notices
for Subtenant shall be sent to Subtenant after the Start Date at the
Subleased Premises (ATTN: General Counsel) and before the Start Date at 2100 Powell Street,
Emeryville, CA 94608 (ATTN: General Counsel), Notices for Sublandlord shall be sent to Sublandlord
as follows: (i) if sent via U.S. Postal Service: Exelixis, Inc., 170 Harbor Way, P.O. Box 511, South San
Francisco, CA 94083-0511, or (ii) if sent via any other carrier: Exelixis, Inc.,
Receiving Dept., 220 E. Grand Ave., South San Francisco, CA 94080, and in either case, to the
attention of Executive Vice President and General Counsel (each, a “Notice Address”). All demands,
approvals, consents or notices shall be in writing and delivered by hand or sent by registered or
certified mail with return receipt requested, or sent by overnight or same day courier service at
the party’s respective Notice Address(es) set forth above. Each notice shall be deemed to have
been received or given on the earlier to occur of actual delivery or the date on which delivery is
refused, or, if Subtenant has vacated the Subleased Premises or other Notice Address without
providing a new Notice Address or Sublandlord has vacated its Notice Address without providing a
new Notice Address, three (3) business days after notice is deposited in the U.S. mail or with a
courier service in the manner described above. Any party may, at any time, change its Notice
Address (other than to a post office box address) by giving the other parties written notice of
the new address.



     (b) Either party’s failure to declare a default immediately upon its occurrence or delay
in taking action for a default shall not constitute a waiver of the default, nor shall it
constitute an estoppel. If either party institutes a suit against the other for violation of or to
enforce any covenant, term or condition of this Sublease, the prevailing party shall be entitled
to all of its costs and expenses, including, without limitation, reasonable attorneys’ fees.



     (c) This Sublease shall be interpreted and enforced in accordance with the Laws of the state
in which the Subleased Premises is located.



     (d) Each of Subtenant and Sublandlord represents and warrants that it has not dealt with
any broker in connection with this Sublease, other than Cresa Partners, on behalf of Subtenant,
and Cornish and Carey Commercial, on behalf of Sublandlord, and each party hereto agrees to indemnify



12









 







and hold the other party harmless from any commissions due to any broker with whom such
party has dealt, other than the brokers named in this paragraph.



     (e) This Sublease constitutes the entire agreement between the parties and supersedes all
prior agreements and understandings related to the Subleased Premises. This Sublease may be
modified only by a written agreement signed by Sublandlord and Subtenant.



     (f) The execution, delivery, and performance by each of Subtenant and Sublandlord of its
respective obligations under this Sublease have been duly authorized and will not violate any
provision of Law, any order of any court or other agency of government, or any indenture, agreement
or other instrument to which it is a party or by which it is bound.



     (g) This Sublease may be executed in multiple counterparts, and by each party on separate
counterparts, each of which shall be deemed to be an original but all of which shall together
constitute one agreement.



     (h) If Sublandlord fails to obtain Master Landlord’s Consent and Master Landlord’s execution
of the 4th Amendment within five (5) business days after execution of this
Sublease by both Subtenant and Sublandlord, then either Sublandlord or Subtenant may terminate this
Sublease by giving written notice thereof to the other, and Sublandlord shall return to Subtenant
any amounts delivered by Subtenant under this Sublease.



[Signature Page Follows]





13









 








     In Witness Whereof, Sublandlord and Subtenant have executed this Sublease as of the
day and year first above written.



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 

	Sublandlord:	 	 	 	Subtenant:	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Exelixis, Inc.,	 	 	 	Onyx Pharmaceuticals, Inc.,	 	 
	a Delaware corporation	 	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	By:
	 	/s/ Lupe M. Rivera 	 	 	 	By:	 	/s/ N. Anthony Coles	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	Name:
	 	Lupe M. Rivera 	 	 	 	 	 	Name:	 	N. Anthony Coles	 	 
	 

	 	Title:	 	Executive Vice President, Operations 	 	 	 	 	 	Title:	 	CEO	 	 
	 
	 
		 	 	 	By:	 	/s/ Matthew K. Fust	 	 
	 	 	 	 	 	 	 	 	 	 	 
	 

	 	
	 		 	 	 	 	 	Name:	 	Matthew K. Fust	 	 
	 

	 	 	 		 	 	 	 	 	Title:	 	CFO	 	 








14









 








EXHIBIT A




CONSENT OF MASTER LANDLORD TO SUBLEASE



15









 





CONSENT TO SUBLEASE




     This Consent to Sublease (this “Consent”) is made as of July 9, 2010, by
and among ARE-SAN FRANCISCO NO. 12, LLC, a Delaware limited liability company
(“Landlord”), EXELIXIS, INC., a Delaware corporation {“Tenant”), and ONYX
PHARMACEUTICALS, INC., a Delaware corporation (“Sublessee”), with reference to the following
Recitals.



RECITALS




     A. Landlord and Tenant are parties to that certain Lease Agreement dated as of September 14,
2007, as amended by that certain First Amendment to Lease dated May 31, 2008, as further amended
by that certain Second Amendment to Lease dated October 23, 2008, as further amended by that
certain Third Amendment to Lease dated as of October 24, 2008, and as further amended by that
certain Fourth Amendment to Lease dated as of July 9, 2010 (as amended, the “Lease”), pursuant to
which Tenant leases certain premises (the “Premises”) located at 249 East Grand Avenue, South San
Francisco, California, and more particularly described in the Lease.



     B. Tenant desires to sublease to Sublessee the third and fourth floors of the Premises
(“Subleased Premises”) pursuant to the provisions of that certain Sublease
dated July 9, 2010 (the “Sublease”), a copy of which is attached hereto as Exhibit A.



     C. Tenant desires to obtain Landlord’s consent to the Sublease and has requested that
Landlord grant certain rights to Sublessee as more particularly described herein.



     NOW, THEREFORE, in consideration of the foregoing and the agreements contained herein,
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord hereby consents to the sublease of the Subleased Premises to Sublessee,
such consent being subject to and upon the following terms and conditions to which Tenant and
Sublessee hereby agree:




	 	1.	 	All initially capitalized terms not otherwise defined in this Consent shall have the
meanings set forth in the Lease unless the context clearly indicates otherwise.
	 
	 	2.	 	This Consent shall not be effective unless and until Landlord shall have received: (a) a
fully executed counterpart of this Consent and of the Sublease, and (b) an insurance
certificate from Sublessee, as insured, evidencing no less than the insurance requirements
set forth in the Lease. Tenant and Sublessee each represent and warrant to Landlord that the
copy of the Sublease attached hereto as Exhibit A is true, correct and complete.
	 
	 	3.	 	Landlord neither approves nor disapproves the terms, conditions and agreements contained
in the Sublease, all of which shall be subordinate and at all times subject to:
(a) all of the covenants, agreements, terms, provisions and conditions contained in
the Lease, (b) superior ground leases, mortgages, deeds of trust, or any other
hypothecation or security now existing or hereafter placed upon the real property of which
the Subleased Premises are a part and to any and all advances secured thereby and to all
renewals, modifications, consolidations, replacements and extensions thereof, and (c) all
matters of record affecting the Subleased Premises and all Legal Requirements.






	 	 	 	 	 

	 
	 	
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	 	4.	 	Except as expressly provided for in this Consent, nothing contained herein or in the
Sublease shall be construed to:






	 	(a)	 	modify, waive, impair, or affect any of the terms, covenants or conditions
contained in the Lease (including, without limitation, Tenant’s obligation to obtain
any required consents for any other or future subletting), or to waive any breach
thereof, or any rights or remedies of Landlord under the Lease against any person,
firm, association or corporation liable for the performance thereof, or to enlarge or
increase Landlord’s obligations or liabilities under the Lease (including, without
limitation, any liability to Sublessee for any portion of the security deposit held by
Tenant under the Sublease), and all terms, covenants and conditions of the Lease are
hereby declared by each of Landlord and Tenant to be in full force and effect.
	 
	 	(b)	 	require Landlord to accept any payments from Sublessee on behalf of Tenant, except
as expressly provided in Section 8 hereof.






	 	 	 	Tenant shall remain liable and responsible for the due keeping, performance and
observance of all the terms, covenants and conditions set forth in the Lease on the part of
the Tenant to be kept, performed and observed and for the payment of the Base Rent,
Additional Rent and all other sums now and hereafter becoming payable thereunder for all of
the Premises, including, without limitation, the Subleased Premises.
	 
	 	5.	 	Notwithstanding anything in the Sublease to the contrary:






	 	(a)	 	Sublessee does hereby expressly agree to be bound by and to perform and comply
with, for the benefit of Landlord, each and every obligation of Tenant under the Lease
to the extent applicable to the Subleased Premises and to the extent incorporated into
the Sublease. Landlord and Sublessee each hereby release the other, and waive their
respective rights of recovery against the other for direct or consequential loss or
damage arising out of or incident to the perils covered by property insurance carried
by such party to the extent of such insurance and waive any right of subrogation which
might otherwise exist in or accrue to any person on account thereof.
	 
	 	(b)	 	Tenant and Sublessee agree to each of the terms and conditions of this Consent,
and upon any conflict between the terms of the Sublease and this Consent, as between
Landlord and each of Tenant and Sublessee, the terms of this Consent shall control.
	 
	 	(c)	 	The Sublease shall be deemed and agreed to be a sublease only and not an
assignment and there shall be no further subletting or assignment of all or any
portion of the Premises demised under the Lease (including the Subleased Premises
demised by the Sublease) except in accordance with the terms and conditions of the
Lease or as provided in this Consent.
	 
	 	(d)	 	If Landlord terminates the Lease as a result of a default by Tenant thereunder or
the Lease terminates for any other reason, the Sublease shall automatically
terminate concurrently therewith. In no event shall Landlord be liable to





	 	 	 	 	 

	 
	 	
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17











 






	 	 	 	Sublessee for any defaults under the Sublease or the Lease by Tenant
and/or for any acts or omissions of any kind by Tenant.
	 
	 	(e)	 	Tenant and Sublessee acknowledge and agree that if Tenant or Landlord elects
to terminate the Lease pursuant to the terms thereof, or if Landlord and Tenant
voluntarily elect to terminate the Lease, Landlord shall have no responsibility,
liability or obligation to Sublessee except as provided in the Remainder Lease, and
the Sublease shall terminate.
	 
	 	(f)	 	Tenant agrees to reimburse all of Landlord’s costs and expenses in connection
with this Consent.






	6.	 	Any act or omission of Sublessee or anyone claiming under or through Sublessee that violates
any of the provisions of the Lease shall be deemed a violation of the Lease by Tenant.
	 
	7.	 	Landlord acknowledges and agrees that during the term of the Sublease of the Subleased
Premises:
	 
	a.	 	Affiliate Assignment. Provided that Sublessee has Sublessor’s consent to do so if
required under the Sublease, Landlord shall not withhold Landlord’s consent to an
assignment by Sublessee of Sublessee’s interest in the Sublease to any entity
controlling, controlled by or under common control with Subtenant (a
“Sublessee Affiliate”), provided, however, that (i) Landlord shall have the right to approve the
form of any such assignment which approval shall not be unreasonably withheld or
delayed, (ii) Sublessee shall not be released from any of its obligations under this Consent),
and (iii) Sublessee and the Sublessee Affiliate shall be jointly and severally liable for
all Sublessee’s obligations under the Sublease and this Consent.
	 
	b.	 	Corporate Assignment. Provided that Sublessee has Sublessor’s consent to do
so if required under the Sublease, Sublessee shall have the right to assign Sublessee’s
interest in the Sublease, provided that Sublessee delivers written notice thereof to
Landlord within 5 business days thereafter but without obtaining Landlord’s prior written
consent, to a corporation or other entity which is a successor-in-interest to Sublessee, by
way of merger, consolidation or corporate reorganization, or by the purchase of all or
substantially all of the assets or the ownership interests of Sublessee provided that (i)
such merger or consolidation, or such acquisition or assumption, as the case may be, is for
a good business purpose and not principally for the purpose of transferring the Lease, and
(ii) the net worth (as determined in accordance with generally accepted accounting
principles (“GAAP”)) of the assignee is not less than the greater of the net worth (as
determined in accordance with GAAP) of Sublessee as of the date of Sublessee’s most current
quarterly or annual financial statements, and (iii) such assignee shall agree in writing to
assume all of the terms, covenants and conditions of the Sublease and this Consent arising
after the effective date of the assignment.
	 
	c.	 	Hazardous Materials. Provided that Sublessee has obtained any consents required
from Sublessor under the Sublease, the provisions of the Remainder Lease with respect
Hazardous Materials including, without limitation, Sections 28 and 30 of the Remainder
Lease shall apply with respect to the Subleased Premises during the term of the Sublease as
though they were the Premises (as defined in the Remainder Lease)







	 	 	 	 	 

	 
	 	
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	 	 	and Sublessee agrees to comply for the benefit of Landlord with all such provisions
with respect to the Subleased Premises with Landlord entitled to enforce all such
provisions against Sublessee. Tenant shall have no liability to Landlord in connection with
Sublessee’s use of Hazardous Materials in the Subleased Premises.
	 
	d.	 	Alterations. Provided that that Sublessee has obtained any consents required
from Sublessor under the Sublease, the provisions of the Remainder Lease with respect to
Alterations including, without limitation, Section 12 of the Remainder Lease shall apply
with respect to Alterations in the Subleased Premises as though they were the Premises (as
defined in the Remainder Lease) and Sublessee agrees to comply for the benefit of Landlord
with all such provisions with respect to the Subleased Premises with Landlord entitled to
enforce all such provisions against Sublessee. Tenant shall have no responsibility to
Landlord for any restoration obligations relating to Sublessee’s Alterations.
	 
	e.	 	Permitted Use. Sublessee shall be permitted to use the Subleased Premises for
research and development and as a wet lab, which wet lab use shall be subject to
(a) Sublessee’s covenant in Section 3(c) of the Sublease not to locate a wet lab above
or adjacent to the Server Room (as defined in the Sublease), (b) all applicable Legal
Requirements, and (c) the requirements of Sections 28 and 30 of the Remainder Lease.
	 
	f.	 	Assignment & Subletting. So long as the Sublease remains in effect,
(1) Landlord shall use the reasonableness standard provided for in the first
paragraph of Section 22(b) of the Remainder Lease in considering whether to withhold its
consent to an assignment or sublease of the Subleased Premises but in no event shall
Sublessee be released from any of its obligations under this Consent and/or the Sublease,
and (2) Landlord shall not exercise it “recapture right” under Section 22(b) of
the Lease with respect to any further assignment or sublease of the Subleased Premises.
	 
	g.	 	Insurance. Notwithstanding anything to the contrary contained in the Lease, in no
event shall (i) Tenant be required by Landlord to maintain property insurance covering
any of Sublessee’s property in the Subleased Premises, and (ii) Sublessee be required
by Landlord to maintain property insurance covering any of Tenant’s property in the
Subleased Premises.
	 
	8.	 	Upon a default by Tenant under the Lease, Landlord may proceed directly against Tenant,
any guarantors or anyone else liable under the Lease or the Sublease without first exhausting
Landlord’s remedies against any other person or entity liable thereon to Landlord. If
Landlord gives Sublessee notice that Tenant is in default under the Lease, Sublessee shall
thereafter make directly to Landlord all payments otherwise due Tenant, which payments will
be received by Landlord without any liability to Landlord except to credit such payments
against amounts due under the Lease, Nothing contained herein shall obligate Landlord in any
way to terminate the Lease or take any other action if Tenant is in default under the Lease.
The mention in this Consent of any particular remedy shall not preclude Landlord from any
other remedy in law or in equity.
	 
	9.	 	Tenant shall pay any broker commissions or fees that may be payable as a result of the
Sublease and Tenant hereby indemnifies and agrees to hold Landlord harmless from and against
any loss or liability arising therefrom or from any other commissions or fees
payable in connection with the Sublease which result from the actions of Tenant.







	 	 	 	 	 

	 
	 	
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19









 












	 	 	Subject to Section 35 of the Remainder Lease, Sublessee hereby indemnifies and agrees
to hold Landlord harmless from and against any loss or liability arising from any
commissions or fees payable in connection with the Sublease which result from the actions
of Sublessee.
	 
	10.	 	Tenant and Sublessee agree that the Sublease will not be modified or amended in any way
without the prior written consent of Landlord, which consent shall not be unreasonably
withheld or delayed. Tenant and Sublessee hereby agree that it shall be reasonable for
Landlord to withhold its consent to any modification or amendment of the Sublease which would
change the permitted use of the Subleased Premises or which would affect Landlord’s status as
a real estate investment trust. Any modification or amendment of the Sublease without
Landlord’s prior written consent shall be void and of no force or effect.
	 
	11.	 	This Consent may not be changed orally, but only by an agreement in writing signed by Landlord
and the party against whom enforcement of any change is sought.
	 
	12.	 	This Consent may be executed in any number of counterparts, each of which shall be deemed an
original, but all of which when taken together shall constitute but one and the same
instrument.
	 
	13.	 	This Consent and the legal relations between the parties hereto shall be governed by and
construed and enforced in accordance with the internal laws of the State of California,
without regard to its principles of conflicts of law.





(Signatures are on the next page.)




	 	 	 	 	 

	 
	 	
	 	Copyright © 2005. Alexandria Real Estate Equities, Inc. ALL

RIGHTS RESERVED Confidential and Proprietary — Do Not

Copy or Distribute. Alexandria and the Alexandria Logo are

registered trademarks of Alexandria Real Estate Equities, Inc.







20









 









	 	 	IN WITNESS WHEREOF, Landlord, Tenant and Sublessee have caused their duly authorized
representatives to execute this Consent as of the date first above written.





	 	 	 	 	 
	LANDLORD: 	ARE-SAN FRANCISCO NO. 12, LLC,

a Delaware limited liability company

 	 
	 	By:  	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
 	 
	 	 	a Delaware limited partnership, managing member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                ARE-QRS CORP.,
 	 
	 	 	a Maryland corporation, general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	/s/ Eric S. Johnson	 
	 	 	Its: Eric S. Johnson	 
	 	 	      Vice President 

      Real Estate Legal Affairs	 
	 
	TENANT: 	EXELIXIS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ Lupe M. Rivera	 
	 	 	Its: Executive Vice President, Operations	 
	 	 	 	 
	 
	SUBLESSEE:	ONYX PHARMACEUTICALS, INC.,

a Delaware corporation

 	 
	 	By:  	/s/ N. Anthony Coles 	 
	 	 	Its: CEO	 
	 	 	 	 
	 	 	 
	 	By:  	/s/ Matthew K. Fust 	 
	 	 	Its: CFO	 
		 	 	 



21









 






	 	 	 	 	 



EXHIBIT B




START DATE AGREEMENT




	 	 	Re: Sublease dated July 9, 2010, between EXELIXIS INC., a Delaware corporation
(“Sublandlord”), and ONYX PHARMACEUTICALS, INC., a Delaware corporation
(“Subtenant”), concerning that subleased premises, consisting of floors three and four (the
“Subleased Premises”) located in the building at 249 East Grand Avenue, South San Francisco,
CA (the “Building”).





Ladies and Gentlemen:




     In accordance with the subject Sublease, we wish to advise and/or confirm as follows:



     Sublandlord
delivered possession of the Subleased Premises to Subtenant on August 23, 2010 with all
improvements and work, if any, required to be performed by Sublandlord completed in a good and
workmanlike manner and otherwise in the condition required
under the Sublease and Subtenant accepted possession of the Subleased Premises.



     The
Start Date of the Sublease Term for the Subleased Premises is September 1, 2010 (the “Start Date”),
and the Sublease Term for the Subleased Premises expires on December 15, 2015 (the “End Date”),
unless sooner terminated according to the terms of the Sublease.



     That in accordance with the Sublease, monthly Base Rent in the amount of
$111,699.25 shall commence to accrue on November 1, 2010 and Subtenant’s obligation to
pay Subtenant’s percentage share of Operating Expenses (as described in the Sublease) shall
commence to accrue on September 1, 2010.



     Each party represents and warrants to the other that it is duly authorized to enter into
this document and that the person signing on its behalf is duly authorized to sign on behalf of
such party.



	 	 	 

	Sublandlord:

	 	Subtenant:
	 
	 	 
	Exelixis, Inc.,

	 	Onyx Pharmaceuticals, Inc.,
	a Delaware corporation

	 	a Delaware corporation
	 
	 	 
	By: /s/ Lupe M. Rivera

	 	By: /s/ Matthew K. Fust
	Name: Lupe M. Rivera

	 	Name: Matthew K. Fust
	Title: EVP, Operations

	 	Title: Chief Financial Officer






1









 




EXHIBIT C


BILL OF SALE


     For One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, exelixis, inc., a Delaware corporation
(“Seller”), hereby conveys to onyx pharmaceuticals, inc., a Delaware corporation
(“Purchaser”), all of Seller’s right, title and interest in and to [all of the office furniture,
cubicles and other related furniture, fixtures and equipment owned by Seller and listed on Schedule
1 attached hereto, and located on the third and fourth floors of 249 East Grand Avenue, South San
Francisco, California, which list does not include those items set forth on Schedule 2 hereto,
which shall be retained by Sublandlord] [OR the UPS System and Seller’s right, title and interest,
if any, in and to the Back-up Generator serving the server room on the first floor] of the building
at the 249 East Grand Avenue, South San Francisco, California] (the “Personal Property”).


     Seller represents that it owns the Personal Property free and clear of all liens, but
Seller has not made and does not make any express or implied warranty or representation with
respect to the merchantability of the Personal Property or its fitness for any particular purpose;
the design or condition of the Personal Property; the quality or capacity of the Personal Property;
workmanship or compliance of the Personal Property with the requirements of any Law, rule,
specification or contract pertaining thereto; patent infringement or latent defects. Purchaser
accepts the Personal Property on an “AS IS, WHERE IS” basis.


     in witness whereof, Seller has caused this instrument to be executed and delivered as of
this ___day of ______, ______.


Seller:


	 	 	 	 	 
	 	Exelixis, Inc.,

a Delaware corporation

 	 
	 	By:  	 	 
	 	 	Name:  	 	 
	 	 	Title:  	 	 



2









 






	 	 	 	 	 



SCHEDULE 1 TO BILL OF SALE




PERSONAL PROPERTY


249 East Grand Ave 3rd & 4th Floor Assets Sold to Subtenant




Furniture Inventory




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Area Types

	 	 	 	 	 	 	 	 	 	 	Manager 	 	Executive	 	 	 	 	 	 	 	Executive	 	Conference	 	Interactive
	Area	 	 	 	 	 	Workstations	 	Workstations	 	Workstation	 	Office	 	VP Office	 	Office	 	Room	 	Kiosk
	Lobby
	 	 	 	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 	 	 	0	 
	3rd Floor
	 	 	 	 	 	 	64	 	 	 	19	 	 	 	0	 	 	 	16	 	 	 	2	 	 	 	0	 	 	 	10	 	 	 	1	 
	4th Floor
	 	 	 	 	 	 	40	 	 	 	26	 	 	 	4	 	 	 	24	 	 	 	5	 	 	 	6	 	 	 	8	 	 	 	1	 
	Total
	 	 	 	 	 	 	104	 	 	 	45	 	 	 	4	 	 	 	40	 	 	 	7	 	 	 	6	 	 	 	18	 	 	 	2	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Per Individual Area

	 	 	Chair.	 	Chair.	 	Chair.	 	 	 	 	 	 	 	Lateral File	 	Overhead	 	Overhead	 	 
	Area	 	Desk	 	Side	 	Conference	 	Desk/Table*	 	Pedestal	 	(2 drawer)	 	Shelf	 	Cabinet	 	Bookcase
	Workstation
	 	 	1	 	 	 	 	 	 	 	 	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	 	 
	Mgr Workstation
	 	 	1	 	 	 	1	 	 	 	 	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	 	 
	Exec Workstation
	 	 	1	 	 	 	 	 	 	 	 	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	1	 	 	 	 	 
	Office
	 	 	1	 	 	 	2	 	 	 	 	 	 	 	1	 	 	 	 	 	 	 	1	 	 	 	 	 	 	 	1	 	 	 	 	 
	VP Office
	 	 	1	 	 	 	2	 	 	 	 	 	 	 	1	 	 	 	 	 	 	 	1	 	 	 	 	 	 	 	1	 	 	 	1	 
	Exec Office
	 	 	1	 	 	 	2	 	 	 	 	 	 	 	1	 	 	 	 	 	 	 	1	 	 	 	 	 	 	 	1	 	 	 	1	 
	Kiosk
	 	 	 	 	 	 	2	 	 	 	2	 	 	 	1	*	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Conference Room
	 	 	 	 	 	 	 	 	 	 	6-18	 	 	 	1	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lunch Room
	 	 	 	 	 	 	 	 	 	 	24	 	 	 	8	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Lobby
	 	 	2	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Per Individual Area

	 	 	Carpet	 	Lounge Chairs	 	 	 	Lounge Table	 	Lounge Table
	Area	 	Area	 	(leather)	 	Credenza	 	(round)	 	(oval)
	Lobbv
	 	 	1	 	 	 	4	 	 	 	 	 	 	 	 	 	 	 	1	 
	Executive Waiting Area
	 	 	1	 	 	 	4	 	 	 	1	 	 	 	3	 	 	 	1	 
	CEO Waiting Area
	 	 	1	 	 	 	2	 	 	 	1	 	 	 	3	 	 	 	 	 






	 	 	 

	Computer Hardware
	 	 
	Avidex Projector Drop Down Screen

	 	Conference rooms 474, 438, 337,306
	Audio, Video Projectors-Conference Rooms
	 	 
	 
	 	 
	Office Equipment
	 	 
	B249 Audio Visual System for BoardRoom

	 	Board Room Equipment
	Avidex AV Systems for Building 249 Design/Dev/Cons
	 	 
	 
	 	 
	Tenant Improvements
	 	 
	3rd & 4th Floor Space Sound Masking
	 	 
	Mecho Window Shades
	 	 
	Access & Alarm on First Floor of B249
	 	 
	Spacesaver High Density Storage (2)
	 	 
	Network wiring that will be used by Subtenant
	 	 






3









 






SCHEDULE 2 TO BILL OF SALE




FF&E RETAINED BY SELLER


Miscellaneous computer hardware, equipment, file boxes, non-TI office furniture and office supplies
in the northwest corner of the 3rd floor, all of which will be removed by Sublandlord by the close
of business on July 16, 2010.




4









 








EXHIBIT D




SERVER ROOM IMPROVEMENT/ACCESS PLAN



5









 











6









 








EXHIBIT E




FOURTH AMENDMENT TO LEASE



1









 





FOURTH AMENDMENT TO LEASE




     THIS
FOURTH AMENDMENT TO LEASE {this “Fourth Amendment”) is made as of                     ___, 2010, by and
between ARE-SAN FRANCISCO NO. 12, LLC, a Delaware limited
liability company (“Landlord”), and EXELIXIS,
INC., a Delaware corporation (“Tenant”).


RECITALS


     A. Landlord
and Tenant entered into that certain Lease Agreement dated as of September
14, 2007, as amended by that certain First Amendment to Lease dated May 31, 2008, as further
amended by that certain Second Amendment to Lease dated October 23, 2008, and as further amended
by that certain Third Amendment to Lease dated as of October 24, 2008 {as amended, the “Lease”).
Pursuant to the Lease, Tenant leases certain premises (“Premises”) in a building located at
249 East Grand Avenue, South San Francisco, California. The Premises are more particularly
described in the Lease. Capitalized terms used herein without definition shall have the
meanings defined for such terms in the Lease.



     B. Tenant
is subleasing all of the third and fourth floors of the Premises
(“Subleased
Premises”) to Onyx Pharmaceuticals, Inc., a Delaware corporation (“Subtenant”), pursuant to the
certain Sublease dated                     ___, 2010 (“Sublease”).


     C. Landlord
and Tenant desire, subject to the terms and conditions set forth below, to
amend the Lease to, among other things, (i) delete any right of Tenant to maintain any signage at
the Project, and (ii) delete Tenant’s right to extend the Base Term of the Lease.



     NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by
this reference, the mutual promises and conditions contained herein, and for other good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and
Tenant hereby agree as follows:




	1.	 	Signage. Notwithstanding anything to the contrary contained in the Lease, (i) commencing on
the date of this Fourth Amendment, Tenant shall have no further right to maintain any signage
at the Project including, without limitation, Tenant’s Signs, and (ii) within 15 days after
the mutual execution and delivery of this Fourth Amendment by the parties, Tenant shall, at
Tenant’s sole cost and expense, remove all of the Tenant’s Signs from the Project and repair
all damage resulting from such removal.
	 
	2.	 	Adjustments to Rent. Commencing on the date that Subtenant commences paying full Base
Rent (as defined in the Sublease) for the Subleased Premises and so long as Tenant is not in
monetary Default under the Lease, Landlord agrees to reduce the monthly payments owed by
Tenant to Landlord pursuant to Section 4(b)(i) of the Lease to $5,454.71 per month and
pursuant to Section 4(b)(iii) of the Lease to $14,349.71 per month.
	 
	3.	 	Operating Expenses. Commencing on the Start Date (as defined in the Sublease) for the
Subleased Premises and continuing during the Sublease Term (as defined in the Sublease) so
long as Tenant is not monetary Default under the Lease, Landlord shall not include in
Operating Expenses under the Lease any expense item that Landlord is not permitted to include
in Operating Expenses under the direct lease between Landlord and Subtenant for the remainder
of the Building (excluding the 3,008 square foot server room on the first floor of the
Building) (the “Remainder Lease”). Nothing contained herein is intended to excuse
Tenant from paying full Operating Expenses the under the Lease for the 3,008 square
foot server room on the first floor of the Building.








	 	 	 	 	 

	 
	 	
	 	Copyright © 2005. Alexandria Real Estate Equities, Inc. ALL

RIGHTS RESERVED Confidential and Proprietary — Do Not

Copy or Distribute. Alexandria and the Alexandria Logo are

registered trademarks of Alexandria Real Estate Equities, Inc.






2









 











	4.	 	Right to Extend. Section 40 of the Lease is hereby deleted and of no further force or
effect and Tenant has no further right to extend the Base Term of the Lease.
	 
	5.	 	Surrender. Tenant shall have no obligation to restore (i) any Alterations currently
existing in the Premises as of the date hereof, (ii) the server room access alterations which
are being undertaken by Tenant in connection with the Sublease, and (iii) any Alterations
which Subtenant makes in the Subleased Premises with Landlord’s consent and subject to any
conditions which Landlord is entitled to impose on the Subtenant in connection with such
Alterations.
	 
	6.	 	Miscellaneous.
	 
	a.	 	This Fourth Amendment is the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior and contemporaneous oral and written
agreements and discussions. This Fourth Amendment may be amended only by an agreement in
writing, signed by the parties hereto.
	 
	b.	 	This Fourth Amendment is binding upon and shall inure to the benefit of the
parties hereto, their respective agents, employees, representatives, officers, directors,
divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and
shareholders.
	 
	c.	 	This Fourth Amendment may be executed in any number of counterparts, each of
which shall be deemed an original, but all of which when taken together shall constitute
one and the same instrument. The signature page of any counterpart may be detached
therefrom without impairing the legal effect of the signature(s) thereon provided such
signature page is attached to any other counterpart identical thereto except having
additional signature pages executed by other parties to this Fourth Amendment attached
thereto.
	 
	d.	 	Except as amended and/or modified by this Fourth Amendment, the Lease is
hereby ratified and confirmed and all other terms of the Lease shall remain in full
force and effect,
unaltered and unchanged by this Fourth Amendment. In the event of any conflict
between the provisions of this Fourth Amendment and the provisions of the Lease, the
provisions of this Fourth Amendment shall prevail. Whether or not specifically amended by
this Fourth Amendment, all of the terms and provisions of the Lease are hereby amended to
the extent necessary to give effect to the purpose and intent of this Fourth Amendment.





[Signatures are on the next page.]



	 	 	 	 	 

	 
	 	
	 	Copyright © 2005. Alexandria Real Estate Equities, Inc. ALL

RIGHTS RESERVED Confidential and Proprietary — Do Not

Copy or Distribute. Alexandria and the Alexandria Logo are

registered trademarks of Alexandria Real Estate Equities, Inc.







3









 




     IN WITNESS WHEREOF, the parties hereto have executed this Fourth Amendment as of the day
and year first above written.


	 	 	 	 	 
	LANDLORD: 	ARE-SAN FRANCISCO NO. 12, LLC,

a Delaware limited liability company.

 	 
	 	By:  	ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
 	 
	 	 	a Delaware limited partnership, managing member 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	                             ARE-QRS CORP.,
 	 
	 	 	a Maryland Corporation, general partner 	 
	 	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Its: 	 
	 	 	 	 
	 



	 	 	 	 	 
	TENANT: 	EXELIXIS, INC.,

a Delaware corporation

 	 
	 	 	 
	 	 	 
	 	 	 
	 
	 	 	 
	 	By:  	
 	 
	 	 	Its: 	 
	 	 	 	 
	 




	 	 	 	 	 

	 
	 	
	 	Copyright © 2005. Alexandria Real Estate Equities, Inc. ALL

RIGHTS RESERVED Confidential and Proprietary — Do Not

Copy or Distribute. Alexandria and the Alexandria Logo are

registered trademarks of Alexandria Real Estate Equities, Inc.






4