Exhibit
10.27


 


MASTER
EQUIPMENT LEASE AGREEMENT


Agreement No.
167040101  Dated: December 23, 2002


 


 


	
  LESSOR:

  	
   

  	
  LIGHTHOUSE
  CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“Lessor”),

  500 Drakes Landing Road, Greenbrae, California 94904-3011.

  
	
   

  	
   

  	
   

  
	
  LESSEE:

  	
   

  	
  RIGEL
  PHARMACEUTICALS, INC., a Delaware corporation (“Lessee”),

  
	
   

  	
   

  	
   

  
	
  ADDRESS:

  	
   

  	
  240 East Grand Avenue, South San Francisco,
  California 94080.

  



 


 


                IN CONSIDERATION of the mutual covenants contained
herein, the parties agree as follows:


 


                1.  LEASE.  Lessor leases to Lessee and Lessee leases
from Lessor the personal property described in each Equipment Schedule executed
pursuant hereto, subject to the terms and conditions of this Master Equipment
Lease Agreement (“Master Lease”) and the applicable Lease Line Schedule
(defined below).  The “Equipment”
(as defined in the Lease Line Schedule) is being leased for commercial or
business purposes only, and not for personal, home, or family purposes.  The parties agree that each Lease is a
“finance lease” under the Uniform Commercial Code (as in effect in the State of
California during the term of the Lease and referred to hereafter as the “UCC”).


 


                2.  LEASE LINE SCHEDULE.  “Lease Line
Schedule” means a Lease Line Schedule in the form of Exhibit A, signed by
Lessor and Lessee and incorporating by reference the terms and provisions of
this Master Lease.  In the event of a
conflict, the terms of the Lease Line Schedule shall prevail over the Master
Lease.


 


                3.  EQUIPMENT SCHEDULES.  “Equipment
Schedule” means an Equipment Schedule in the form of Exhibit B, signed by
Lessor and Lessee and incorporating, by reference, the terms and provisions of
this Master Lease and the applicable Lease Line Schedule.  Each Equipment Schedule shall constitute a
separate and independent lease (a “Lease”); the original of such Lease shall
consist of the signed Equipment Schedule and a copy of the Master Lease and
applicable Lease Line Schedule. 
Capitalized terms used, but not defined, in this Master Lease have the
meanings given to such terms in the applicable Lease Line Schedule or Equipment
Schedule, as the case may be.


 


                4.  TERM AND RENTALS.


 


                                (a)  Acceptance.  The Lease
shall commence with respect to Equipment described on the Equipment Schedule
upon the Acceptance Date.  The “Acceptance
Date” shall be the date upon which Lessee executes a Delivery and
Acceptance Certificate in the form of Exhibit C.


 


                                (b)  Term and Payment of Rent. 
The lease term for the Equipment shall be the “Lease Term” set forth in the
Equipment Schedule which shall commence on the “Commencement Date” (as
defined in the Lease Line Schedule). 
Lessee agrees to pay to Lessor the “Rental Payments” for the Lease Term, in
the amounts and at the times set forth in the Equipment Schedule.


 


                                (c)  Interim Period. 
If the Acceptance Date does not fall on the Commencement Date, then
Lessee agrees to pay to Lessor “Interim Rent” for the period commencing on
the Acceptance Date through and including the day preceding the Commencement
Date (the “Interim
Period”).  The Interim Rent
payment for the Interim Period shall accrue at the “Interim Rate” (as defined
in the Lease Line Schedule) and shall be due and payable in full on the
Commencement Date.


 


                                (d)  Lease Termination. 
Lessee may terminate the Lease at the expiration of the Lease Term or
any renewal term (the “Lease Termination”) by submitting to
Lessor a Notice of Election in the form of Exhibit D. If a Notice of Election is not submitted
by Lessee to Lessor during the “Advance Notice Period” (as defined in the
Lease Line Schedule), then the Lease Term or any renewal Term will be
automatically extended for an additional period equal to the “Automatic
Extension Period” (as defined in the Lease Line Schedule).  The Lease will continue to automatically
extend until Lessee submits to Lessor a Notice of Election.  The Lease may only be terminated as
expressly provided in this Section, in the applicable Lease Line Schedule or in
the applicable Equipment Schedule.


 


 


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Lessee agrees to continue paying rent for the Equipment in the amount
of the Rental Payment set forth in the Equipment Schedule until the later of
(i) the expiration of the Lease Term, any renewal term and any Automatic
Extension Period and (ii) either (A) the purchase option price is paid pursuant
to Section
6(a), or (B) a mutually agreed renewal of the Lease takes effect
pursuant to Section 6(b), or (C) the Equipment is returned in the manner
and condition prescribed in Section 6(c), in each case after delivery of
a Notice of Election.


 


                                (e)  Net Lease.   Each
Equipment Schedule shall be a net lease, and Lessee’s obligation to pay all
rent and other sums thereunder shall be absolute and unconditional, and shall
not be subject to any abatement, reduction, set-off, defense, counterclaims,
interruption, deferment or recoupment, for any reason whatsoever.


 


                5.  LATE FEE.  Lessee shall pay a late charge
on any rent payments or other sums due hereunder which are past due, in the
amount specified in the Lease Line Schedule, payable on demand.  In addition, interest shall accrue daily at
the “Default
Rate” (as defined in the Lease Line Schedule), or if such rate
exceeds the maximum rate allowed by law, then at such maximum rate, and shall
be payable on demand.


 


                6.  LEASE TERMINATION OPTIONS.  Upon Lease Termination, Lessee will have the
option to purchase the Equipment, renew the term of the Lease, or return the
Equipment to Lessor, as set forth below. 
Lessee shall specify its election of a Lease Termination Option in the
Notice of Election.


 


                                (a)  Purchase Option. 
If Lessee exercises the option to purchase, then, provided no monetary
Event of Default has occurred and is then continuing, Lessee shall at the
expiration of the Lease Term, renewal term or extension, as the case may be,
purchase the Equipment.  The purchase
price shall be the Equipment’s then fair market value (“FMV”).  FMV, as applied to a purchase option, shall
be determined by Lessor based on the price a willing buyer would pay and a
willing seller would accept (neither buyer nor seller being under compulsion to
act) for the Equipment as installed and in use, giving due consideration to its
condition, utility, revenue-producing capability, and replacement costs.  If Lessee fails to agree with Lessor’s good faith
determination of the FMV, Lessee shall provide Lessor with a written request
for a determination of the FMV with or prior to payment of Lessor’s
invoice.  Within ten (10) days after
such request Lessor and Lessee shall agree on an appraiser to determine the FMV
or, lacking such agreement, shall each tender the name of an appraiser.  The appraiser(s) shall, within thirty (30)
days, either agree on the FMV or select a third appraiser, to form a committee
to determine the FMV.  Determination by
the appraiser(s) shall be final and binding on both parties.  Within fifteen (15) days after such
determination, Lessee shall pay the FMV. 
Each party shall bear the fees and expenses of any appraiser which it
names and share equally the fees and expenses of any appraiser(s) jointly
selected.  The purchase option price
shall be paid not later than the last day of the Lease Term.


 


                                (b)  Renewal.  If Lessee
exercises the option to renew this Lease, such renewal shall be upon the terms
and conditions of this Master Lease and the applicable Lease Line Schedule, for
a rental period and rental amount to be agreed upon by Lessee and Lessor.


 


                                (c)  Return.  If the Notice
of Election specifies return of the Equipment, Lessee at its own risk and
expense (i) will immediately return the Equipment to Lessor in the same
condition as when delivered, ordinary wear and tear excepted, at such location
as Lessor shall designate, provided that Lessee’s expense shall be limited to
the cost of returning the Equipment to Lessor’s address as set forth on page 1
to the Master Lease; and (ii) will, on request from Lessor, use its best
efforts to obtain from the Equipment supplier (or other maintenance service
supplier approved by Lessor) with respect to Equipment for which a service
contract is required under the Lease Line Schedule, a certificate stating that
the Equipment qualifies for continued maintenance service at the standard rates
and terms then in effect.


 


                7.  USE; MAINTENANCE.


 


                                (a)  Lessee, at its expense, shall make all
necessary site preparations and cause the Equipment to be operated in
accordance with any applicable operating manuals and manufacturer’s
instructions.  Notwithstanding any
transfer or assignment by Lessor and provided no Event of Default has occurred
and is continuing, Lessee shall have the right to quietly possess and use the
Equipment as provided herein without interference by Lessor, its assigns or any
other third party claiming through or under Lessor.


 


 


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                                (b)  Lessee shall effect and bear the expense of
all necessary repair, maintenance, operation and replacements required to be
made to maintain the Equipment in good condition, reasonable wear and tear
excepted, and to comply with all material domestic and international laws to
which the use and operation of the Equipment may be or become subject.  All replacement Equipment attached to or
incorporated into the Equipment financed hereunder and parts furnished in
connection with such maintenance or repair shall immediately become the
property of Lessor and part of the Equipment for all purposes hereof.  All such maintenance, repair and replacement
services shall be immediately paid for and discharged by Lessee with the result
that no lien under any applicable laws will attach to the Equipment as a result
of the performance of such services or the provision of any such material.


 


                8.  INSURANCE.  Lessee shall obtain and
maintain for the Lease Term (and any renewal term or extension), at its own
expense, (a) “all risk” insurance against loss or damage to the Equipment,
(b) commercial general liability insurance (including contractual
liability, products liability and completed operations coverage) reasonably
satisfactory to Lessor, and (c) such other insurance against such other risks
of loss and with such terms, as shall in each case be reasonably satisfactory
to or reasonably required by Lessor (as to carriers, amounts and
otherwise).  The amount of the “all
risk” insurance shall be greater than or equal to the Stipulated Loss Value (as
defined in Section 9 below) of all Equipment outstanding under the Lease
Line Schedule, and must otherwise be reasonably satisfactory to Lessor as of
each anniversary date of this Lease. 
Any increase in the amount of such insurance coverage, other than “all
risk”, reasonably requested by Lessor and in amounts which are customary in
Lessee’s industry shall be put into effect on the next succeeding renewal date
of such insurance.


 


                Each “all risk”
policy shall:  (i) name Lessor as
sole loss payee with respect to the Equipment, (ii) provide for each
insurer’s waiver of its right of subrogation against Lessor and Lessee, and
(iii) provide that such insurance shall not be invalidated by any action
of, or breach of warranty by, Lessee of a provision of any of its insurance
policies, and shall waive set-off, counterclaim or offset against Lessor.


 


                Each liability
policy shall name Lessor as an additional insured and provide that such
insurance shall have cross-liability and severability of interest endorsements
(which shall not increase the aggregate policy limits of Lessee’s insurance).


 


                All insurance
policies shall provide that Lessee’s insurance shall be primary without a right
of contribution of Lessor’s insurance, if any, or any obligation on the part of
Lessor to pay premiums of Lessee, and shall contain a clause requiring the
insurer to give Lessor at least 30 days’ prior written notice of its
cancellation (other than cancellation for non-payment for which 10 days’
notice shall be sufficient).  Lessee
shall on or prior to the date of Equipment Schedule No. 1 and prior to each
policy renewal, furnish to Lessor certificates of insurance or other evidence
satisfactory to Lessor that such insurance coverage is in effect.  Lessee further agrees to give Lessor prompt
notice of any damage to, or loss of, the Equipment, or any part thereof.


 


                9.  LOSS OR DAMAGE.  If any items
of Equipment shall become lost, stolen, destroyed, or damaged beyond repair for
any reason, or in the event of condemnation, confiscation, seizure or
requisition of title to or use of such items (collectively, an “Event of
Loss”), Lessee shall promptly pay to Lessor the applicable
Stipulated Loss Value of the Equipment subject to the Event of Loss.  Upon payment by Lessee of the Stipulated
Loss Value, Lessor will transfer to Lessee, “AS IS, WHERE IS, WITHOUT RECOURSE,
REPRESENTATION OR WARRANTY,” all of Lessor’s right, title and interest, if any,
in such items of Equipment.  The “Stipulated
Loss Value” payable by Lessee under this Lease shall be an amount
equal to the product of (a) Lessor’s Cost of the affected Equipment and (b) the
percentage set forth in the table attached to the applicable Lease Line
Schedule as Annex A
opposite the Rental Payment number next following the Event of Loss.  Stipulated Loss Values and Rental Payments
shall not be prorated.


 


                10.  TITLE, INSPECTION AND LOCATION.


 


                                (a)  Title.  Lessor and
Lessee confirm their intent that title to the Equipment shall remain in Lessor
(or its successors and assigns) exclusively. 
If requested by Lessor, Lessee will affix plates or markings on the
Equipment and on any operating manuals and manufacturer’s instructions
indicating the interests of Lessor and its assigns therein, and Lessee will not
allow any other indicia of ownership or other interest in the Equipment to be
placed on the Equipment.  Lessee shall
not sell, assign, grant a security interest in, sublet, pledge, hypothecate or
otherwise encumber or suffer a lien upon or against this Lease or the
Equipment.


 


 


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                                (b)  Inspection.  Lessor
(through any of its officers, employees or agents) shall have the right to
inspect the Equipment during regular business hours, with reasonable notice,
and in compliance with Lessee’s reasonable security procedures; provided, that
such inspections will be conducted no more often then once every six (6) months
unless an Event of Default, or event which, with notice or lapse of time or
both, would become an Event of Default, has occurred and is continuing.


 


                                (c)  Location.  In the case
of Equipment other than mobile Equipment, Lessee may move such Equipment from
the installation address shown on the Equipment Schedule (or any other location
for which Lessee has complied with this provision) only if (i) the new
location is within the continental United States, and (ii) Lessee gives at
least 30 days’ prior written notice of the relocation and provides UCC-1
financing statements, landlord waivers or such other documentation as Lessor
reasonably requests to protect its interest in the Equipment.


 


                                (d)  Lessee shall keep copies of all operating
manuals and manufacturer’s instructions with respect to the Equipment in good
condition at the locations specified in Section 10(c).


 


                11.  LESSEE’S REPRESENTATIONS, WARRANTIES AND WAIVERS. 
Upon execution of the Master Lease and each Equipment Schedule, Lessee
warrants and represents the following:


 


                                (a)  Lessee is a corporation duly organized,
validly existing and in good standing under the laws of its state of
incorporation.  Lessee has full power
and authority and all necessary licenses and permits to carry on its business
as presently conducted, to own or hold under lease its properties and to enter into
this Master Lease, the Lease Line Schedule and each Equipment Schedule and to
perform its obligations thereunder; and Lessee is duly qualified to do business
as a foreign corporation and is in good standing in each jurisdiction in which
the character of its properties or the nature of its business or the
performance of its obligations under this Master Lease, the Lease Line Schedule
and any Equipment Schedule requires such qualification, except for such
jurisdictions in which failure to qualify would not have a material adverse
effect on Lessee.


 


                                (b)  The execution and delivery by Lessee of this
Master Lease, the Lease Line Schedule and each Equipment Schedule and the
performance by Lessee of its obligations thereunder have been duly authorized
by all necessary corporate action on the part of Lessee; and do not and will
not contravene the provisions of, or constitute a default (either with or
without notice or lapse of time, or both) under, or result in the creation of
any lien upon, the Equipment or any property of Lessee under any material indenture,
mortgage, contract or other instrument to which Lessee is a party or by which
Lessee or its properties is bound.


 


                                (c)  No consent or approval of, giving of notice
to, registration with, or taking of any other action by, any state, federal,
foreign or other governmental commission, agency or regulatory authority or any
other person or entity is required for the consummation or performance by
Lessee of the transactions contemplated under this Master Lease, the Lease Line
Schedule and each Equipment Schedule.


 


                                (d)  This Master Lease, the Lease Line Schedule
and each Equipment Schedule, when executed by Lessee, constitute legal, valid
and binding agreements of Lessee enforceable against Lessee in accordance with
their terms, except as limited by general equity principles, public policy
concerns and any bankruptcy, insolvency, reorganization, or other similar laws
of general application affecting the enforcement of creditor or Lessor rights.


 


                                (e)  Except as set forth on the Disclosure
Schedule attached hereto as Schedule I, there are no actions, suits or
proceedings pending or, to the best of Lessee’s knowledge, threatened against
or affecting Lessee or any property of Lessee in any court, before any
arbitrator of any kind or before or by any federal state, municipal or other
government department, commission, board, bureau, agency or instrumentality
(collectively “Governmental Body”), which, if adversely determined, would
materially adversely affect the business, financial condition, assets, or operations
of Lessee, or materially adversely affect the ability of Lessee to perform its
obligations under this Master Lease, the Lease Line Schedule and each Equipment
Schedule; and Lessee is not in default with respect to any order of any court,
arbitrator or Governmental Body or with respect to any material loan agreement,
debt instrument or contract with a supplier or customer of Lessee, except as
disclosed in writing to Lessor.


 


                                (f)  To the extent permitted by applicable law,
Lessee waives any and all rights and remedies to: (i) cancel this Lease; (ii)
repudiate this Lease; (iii) reject the Equipment after delivery to Lessor of a
Delivery and Acceptance Certificate; (iv) revoke acceptance of the Equipment
after delivery to Lessor of a Delivery and 


 


 


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Acceptance Certificate; (v) recover damages from Lessor for any
breaches of warranty or for any other reason; (vi) claim a security interest in
the Equipment in Lessee’s possession or control for any reason; (vii) deduct
from Rental Payments all or any part of any claimed damages resulting from
Lessor’s default, if any, under this Lease; (viii) accept partial delivery of
the Equipment; (ix) “cover” under this Lease by making any purchase or lease of
or contract to purchase or lease equipment in substitution for Equipment
designated in the Lease; (x) recover any direct, general, special, incidental,
indirect, exemplary or consequential damages, for any reason whatsoever other
than  resulting from Lessor’s gross
negligence or willful misconduct; and (xi) obtain specific performance as to
Lessor, replevin, detinue, sequestration, claim and delivery or the like for
any Equipment identified to this Lease. 
To the extent permitted by applicable law, Lessee also waives any rights
now or hereafter conferred by statute or otherwise which may require Lessor to
sell, lease or otherwise use any Equipment in mitigation of Lessor’s damages or
which may otherwise limit or modify any of Lessor’s rights or remedies.


 


                12.  ASSIGNMENT BY LESSOR.  LESSEE
ACKNOWLEDGES THAT LESSOR MAY SELL, ASSIGN, GRANT A SECURITY INTEREST IN, OR
OTHERWISE TRANSFER ALL OR ANY PART OF ITS RIGHTS, TITLE AND INTEREST IN THIS
LEASE AND THE EQUIPMENT WITHOUT NOTICE TO OR CONSENT OF LESSEE, PROVIDED, HOWEVER,
THAT SUCH SALE, ASSIGNMENT, OR OTHER TRANSFER SHALL NOT BE TO A COMPETITOR OR
AFFILIATE OF A COMPETITOR OF LESSEE.  Upon Lessor’s written notice to Lessee that this Lease, or the
right to the Rental Payments hereunder, have been assigned, Lessee shall, if
requested, pay directly to Lessor’s assignee without abatement, deduction or
set-off all amounts which become due hereunder.  Lessee waives and agrees it will not assert against Lessor’s
assignee any counterclaim or set-off in any action for rent under the
Lease.  Upon the assignment of this
Lease, Lessor’s assignee shall have and be entitled to exercise any and all
rights and remedies (but none of the obligations) of Lessor hereunder, and all
references herein to Lessor shall include Lessor’s assignee. Lessee
acknowledges that any assignment or transfer by Lessor does not materially
change Lessee’s duties or obligations under this Lease nor materially increase
the burdens or risks imposed on Lessee.


 


                13.  ASSIGNMENT BY LESSEE.  LESSEE MAY
NOT, WITHOUT LESSOR’S PRIOR WRITTEN CONSENT, (i) ASSIGN THIS LEASE, WHETHER BY
OPERATION OF LAW OR OTHERWISE, OR SUBLEASE THE EQUIPMENT OR ANY PART THEREOF OR
(ii) ASSIGN, GRANT A SECURITY INTEREST IN, OR 
OTHERWISE TRANSFER ALL OR ANY PART OF ITS RIGHTS, TITLE AND INTEREST IN
AND TO THIS LEASE OR THE EQUIPMENT. 
Notwithstanding the foregoing, in the event of a merger, sale of
substantially all of the assets or other reorganization involving Lessee in
which the shareholders of Lessee immediately prior to such transaction own less
than 50% of the voting securities of the surviving entity or purchaser of
assets (or its parent) in such transaction, Lessor shall not withhold its
consent to the assignment of this Lease to the successor entity if each of the
following conditions precedent is satisfied:


 


                (i) the successor
entity as of the date of such assignment meets Lessor’s then current credit
standards, as determined by Lessor in Lessor’s sole discretion;


 


                (ii) Lessee gives
Lessor at least ten (10) days prior written notice of such merger, sale of
assets or other reorganization;


 


                (iii) such merger,
sale of assets or other reorganization does not adversely affect the rights of
lessor;


 


                (iv) the
corporation that results from such merger or other reorganization or which purchases
the assets in the case of a sale of assets (the “Surviving Corporation”)
shall have executed and delivered to Lessor an agreement in form and substance
reasonably satisfactory to Lessor, containing an assumption by Surviving
Corporation of the due and punctual performance and observance of each covenant
and condition of Lessee in the Master lease, Lease Line Schedule and Equipment
Schedules (the “Lease Documents”) and making representations and warranties
with respect to the Surviving Corporation similar in scope and substance to the
representations and warranties made by Lessee in the Lease Documents;


 


                (v) the Surviving
Corporation executes any precautionary financing statements or amendments
thereto reasonably requested by Lessor; and


 


 


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                (vi) immediately
after giving effect of such merger, sale of assets or other reorganization, no
Event of Default or, event which with the lapse of time or giving of notice or
both, would result in an Event of Default shall have occurred and be
continuing.


 


In the event Lessee makes an assignment, sublease or other transfer (to
which Lessor has consented), Lessee shall not thereby be relieved of its duties
and obligations hereunder, for which it shall remain fully responsible and
liable (independent of its assignee).


 


                14.  TAXES.


 


                                (a)  Lessee shall comply with all applicable
federal, state, local, foreign and international laws, regulations and orders
relating to this Lease.  Lessee assumes
liability for, and shall pay when due or prior to any penalty being assessed,
and on a net after-tax basis shall indemnify and defend Lessor against, all
federal, state, local, foreign and international fees, taxes and government
charges (including, without limitation, interest and penalties) of any nature
imposed upon or in any way relating to Lessor, Lessee, any item of Equipment or
this Lease, except federal, state and local taxes on or measured by Lessor’s
net income (other than any such tax which is in substitution for or relieves
Lessee from the payment of taxes it would otherwise be obligated to pay to or
reimburse Lessor for as herein provided). 
Lessee shall at its expense file when due with the appropriate
authorities any and all tax and similar returns and reports required to be
filed with respect thereto or, if requested by Lessor after the occurrence and
during the continuance of an Event of Default and provided that Lessee is not
in good faith contesting the payments of amount owing in connection with such
returns and reports, notify Lessor of all such requirements and furnish Lessor
with all information required for Lessor to effect such filings, which filings
shall also be at Lessee’s expense.  Any
fees, taxes or other charges paid by Lessor upon failure of Lessee to make such
payments shall at Lessor’s option become immediately due from Lessee to Lessor.


 


                                (b)  This Lease has been entered into on the
assumption that Lessor shall be entitled to all deductions, credits, and other
tax benefits as are provided in the Internal Revenue Code of 1986, including
amendments as may occur (the “Code”), to an owner of property including,
without limitation, depreciation deductions and interest deductions with
respect to any debts incurred to finance the purchase of the Equipment.  If, as a result of any acts, omissions or
misrepresentations by Lessee, Lessor’s projected after-tax economic return
resulting from ownership and lease of the Equipment is reduced, then Lessee’s
Rental Payments shall be increased in an amount (based on Lessor’s reasonable
calculations) sufficient to provide the same net after-tax economic return as
if such acts or omissions had not occurred. 
Appropriate increases shall also be made in the applicable Stipulated Loss
Values for this Lease.  In the event the
Equipment is sold by Lessor to another party, the net after-tax economic
returns considered shall be those of such other party.


 


                15.  EQUIPMENT WARRANTIES.  Lessee
acknowledges that (i) Lessee has selected the supplier of the Equipment, (ii)
Lessor acquired the goods or the right to possession and use of the goods in
connection with the Lease, and (iii) Lessee received a copy of the contract by
which Lessor acquired the Equipment or the right to possession and use of the
Equipment before signing the Lease. 
LESSOR MAKES NO EXPRESS OR IMPLIED WARRANTIES INCLUDING THOSE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE WITH RESPECT TO THE EQUIPMENT
AND DISCLAIMS THE SAME.  Lessor shall
have no liability for any damages, whether direct, indirect, general, special,
incidental, exemplary or consequential, incurred by Lessee as a result of any
defect or malfunction of the Equipment. 
Lessee shall look solely to the Equipment supplier for any and all
claims related to the Equipment.  Lessor
assigns to Lessee, for and during the Lease Term, any warranty on the Equipment
provided by the supplier.  Lessor and
Lessee agree that all limitations on remedies and liability contained in this
Lease represent a reasonable allocation of risks that is part of the fundamental
bargain between the parties.


 


                16.  EVENTS OF DEFAULT.  An Event of
Default shall occur if Lessee (i) fails to pay any Rental Payment or other
payment required under the Lease when due and such failure continues for a
period of five (5) days after written notice from Lessor; or (ii) fails to
perform or observe any other covenant, condition or agreement to be performed
or observed by it or breaches any provision contained in the Lease or in any
other document furnished to Lessor in connection herewith, and such failure or
breach continues for a period of thirty (30) days after written notice from
Lessor; or (iii) except as permitted by Section 13 hereof, without Lessor’s
consent, attempts to assign this Lease or sell, transfer, encumber, part with
possession, or sublet any item of Equipment; or (iv) makes any representation
or warranty herein or in any document furnished by Lessee in connection
herewith, which shall have 


 


 


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been materially false or inaccurate when made or at the time to which
such representation or warranty relates; or (v) shall commit an act of
bankruptcy or become insolvent or bankrupt or make an assignment for the
benefit of creditors or consent to the appointment of a Trustee or Receiver or
either shall be appointed for Lessee or for a substantial part of its property
without its consent, or bankruptcy reorganization, or insolvency proceedings
shall be instituted by or against Lessee, and, if instituted against Lessee,
shall not be vacated or dismissed within sixty (60) days.  Any Event of Default shall be deemed
material and a substantial impairment of Lessor’s interests for the purposes of
this Lease, the UCC, and any other applicable law.


 


                17.  REMEDIES.  Upon the occurrences of any Events
of Default and at any time thereafter, provided such Event of Default is then
continuing, Lessor may, in its discretion, do any one or more of the following:


 


                                (a)  cancel any or all Leases which reference
this Master Lease or the Lease Line Schedule, upon notice to Lessee;


 


                                (b)  recover any accrued and unpaid Rental
Payments and other amounts which are due and owing under the Leases so canceled
on the Rental Payment Date immediately preceding the date on which Lessor
obtains possession of the Equipment (or such earlier date as judgment is
entered in favor of Lessor) (the “Determination Date”), plus interest at the
Default Rate;


 


                                (c)  with or without canceling this Lease,
recover such Stipulated Loss Value as of the Rental Payment Date immediately
preceding the Determination Date;


 


                                (d)  recover any amounts due under any indemnity
then determinable, plus interest at the Default Rate;


 


                                (e)  require that Lessee provide the return and
certification of the Equipment in accordance with Section 6(c) hereof;


 


                                (f)  without a breach of the peace, enter the
premises where such Equipment is located and take immediate possession of and
remove the same, all without liability to Lessor or its agents for such entry
except for their gross negligence or willful misconduct;


 


                                (g)  sell any or all of the Equipment at public
or private sale, or otherwise dispose of, hold, use, operate, lease to others
or keep idle such Equipment, all free and clear of any rights of Lessee,
provided that Lessor shall apply the proceeds to the obligations owing from
Lessee to Lessor under the Lease; and


 


                                (h)  exercise any other right or remedy which may
be available to it under the UCC or other applicable law including the right to
recover damages for the breach hereof.


 


                In addition,
Lessee shall be liable for, and reimburse Lessor for, all reasonable legal fees
and all commercially reasonable costs and expenses incurred by Lessor as a
result of the foregoing defaults or the exercise of Lessor’s remedies,
including without limitation recovering possession of the Equipment, selling or
leasing the Equipment (including broker’s and sales representative’s fees and
commissions), and placing any Equipment in the condition and obtaining the
certificate required by Section 6(c) hereof.  No remedy referred to in this Section is
intended to be exclusive, but each shall be cumulative and in addition to any
other remedy referred to above or otherwise available to Lessor at law or in
equity.  No express or implied waiver by
Lessor of any Event of Default shall constitute a waiver of any other Event of
Default by Lessor, or a waiver of any of Lessor’s rights.


 


                18.  INDEMNIFICATION.  Lessee
assumes liability for, and shall pay when due, and shall indemnify, reimburse
and hold each Indemnified Person (defined below) harmless from and against all
Claims (defined below), directly or indirectly relating to or arising out of
the acquisition, use, manufacture, purchase, shipment, transportation,
delivery, installation, lease or sublease, ownership, operation, possession,
control, storage, return or condition of any item of Equipment (regardless of
whether such item of Equipment is at the time in the possession of Lessee), the
falsity of any non-tax representation or warranty of Lessee or Lessee’s failure
to comply with the terms of the Lease during the Lease Term, provided that
Lessee shall not be required to indemnify Lessor for Claims arising from an act
or omission of Lessor with respect to the Equipment after Lessor has taken
possession of such 


 


 


7

















 


 


Equipment under Section 6(c).  The foregoing indemnity shall cover, without limitation,
(i) any Claim in connection with a design or other defect (latent or
patent) in any item of Equipment, (ii) any Claim for infringement of any
patent, copyright, trademark or other intellectual property right, or
(iii) any Claim for negligence or strict or absolute liability in tort; provided,
however, that Lessee shall not indemnify Lessor for any liability to
the extent it is incurred by Lessor as a direct result of Lessor’s gross
negligence or willful misconduct.


 


                “Claim”
means all liabilities, losses, damages, actions, suits, demands, claims of any
kind and nature (including, without limitation, claims relating to environmental
discharge, cleanup or compliance), and all costs and expenses whatsoever to the
extent they may be incurred or suffered by an Indemnified Person in connection
therewith (including, without limitation, reasonable attorneys’ fees and
expenses), fines, penalties (and other charges of applicable governmental
authorities), licensing fees relating to any item of Equipment, damage to or
loss of use of property (including, without limitation, consequential or
special damages to third parties or damages to Lessee’s property), or bodily
injury to or death of any person (including, without limitation, any agent or
employee of Lessee).


 


                “Indemnified
Person” means Lessor (including without limitation, each of its
partners) and each of their respective successors, assigns, agents, officers,
directors, shareholders, partners, servants, agents and employees.


 


                Such indemnities
shall continue in full force and effect, notwithstanding the expiration or
termination of this Lease.  Upon
Lessor’s written demand, Lessee shall assume and diligently conduct, at its
sole cost and expense, the entire defense of any Indemnified Person against any
indemnified Claim described in this Section 18.  Lessee shall not settle or compromise any Claim against or
involving Lessor without first obtaining Lessor’s written consent thereto,
which consent shall not be unreasonably withheld.  Lessee shall give Lessor prompt notice of any occurrence, event
or condition in connection with which Lessor may be entitled to indemnification
hereunder.  The provisions of this Section 18
are in addition to, and not in limitation of, the provisions of Section
14(b).


 


                19.  NOTICES.  Any notices or demands
required or permitted hereunder shall be given to the parties in writing and by
personal delivery, regular or certified mail, facsimile or telegram at the
address set forth in the Lease Line Schedule or to such other address as the
parties may hereafter substitute by written notice given in the manner
prescribed in this Section.  Such
notices or demands shall be deemed given upon receipt in the case of personal
delivery and upon mailing or transmission in the case of mail, facsimile or
telegram.  Lessee agrees to provide
Lessor with twenty (20) days’ prior written notice of (a) any merger or
consolidation with or into any other business organization, (b) any sale, lease
or other disposition of substantially all of the assets not in the ordinary
course of business, and (c) except to the extent that a confidentiality
agreement restricts such notice, any other material change in Lessee’s
financial structure or ownership.


 


                20.  FURTHER ASSURANCES.  Lessee will
promptly execute and deliver to Lessor such further reasonable documents and
take such further reasonable action as Lessor may request in order to more effectively
carry out the intent and purpose of this Lease or an assignment of Lessor’s
interest herein.


 


                21.  MISCELLANEOUS.  This Lease
shall be binding upon and inure to the benefit of the parties hereto, their
permitted successors and assigns.  Any
provision of the Lease which is unenforceable in any jurisdiction shall, as to
such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof; and any
such prohibition or unenforceability in any jurisdiction shall not invalidate
or render unenforceable such provision in any other jurisdiction; provided,
however, that to the extent that the provisions of any such
applicable law can be waived, they are waived by Lessee.  Time is of the essence with respect to the
Lease.  The captions set forth herein
are for convenience only and shall not define or limit any of the terms hereof.
 THIS LEASE SHALL IN ALL RESPECTS BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF CALIFORNIA,
WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES.  LESSOR AND LESSEE WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY
LITIGATION ARISING FROM THIS LEASE. 
THIS LEASE SHALL BECOME EFFECTIVE AND BINDING ON THE PARTIES, THEIR
RESPECTIVE SUCCESSORS AND PERMITTED ASSIGNS, AND SHALL BE DEEMED EXECUTED AND
PERFORMED IN THE STATE OF CALIFORNIA, WHEN THE RELATED EQUIPMENT SCHEDULE IS
ACCEPTED BY LESSOR.  LESSEE CONSENTS TO
THE NON-EXCLUSIVE JURISDICTION OF THE STATE COURTS OF CALIFORNIA FOR THE
RESOLUTION OF ANY DISPUTES HEREUNDER.


 


 


8

















 


 


                22.  AMENDMENTS, MODIFICATIONS, WAIVERS.  NONE OF THE PROVISIONS OF THIS LEASE MAY BE AMENDED, MODIFIED OR
WAIVED EXCEPT IN A WRITING SIGNED BY LESSOR AND LESSEE.


 


 


	
  INITIALS   /s/ JW              (LESSEE)

  	
   

  	
  INITIALS   /s/ DR             (LESSOR)

  
	
   

  	
   

  	
   

  
	
  LESSEE:

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIGEL
  PHARMACEUTICALS, INC.

  	
   

  	
  LIGHTHOUSE
  CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James Welch

  	
   

  	
  By:

  	
  LIGHTHOUSE
  MANAGEMENT

  
	
   

  	
   

  	
   

  	
   

  	
  PARTNERS
  IV, L.L.C., its
  general partner

  
	
  Name:

  	
  James Welch

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Denis Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Denis Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer

  



 


 


 


9

















 


SCHEDULE
I


 


DISCLOSURE SCHEDULE


 


 


 


 


 


 


 


1

















 


NEGATIVE PLEDGE AGREEMENT


 


 


                THIS NEGATIVE PLEDGE AGREEMENT is made as of
December 23, 2002, by and between RIGEL PHARMACEUTICALS, INC. (“Lessee”) and LIGHTHOUSE CAPITAL PARTNERS IV, L.P.
(“Lessor”).


 


                In connection with the Lease
Documents being concurrently executed between Lessee and Lessor, Lessee agrees
as follows:


 


                Lessee shall not sell, transfer, assign, mortgage, pledge, lease, grant a
security interest in, or encumber any of lessee’s intellectual property,
including, without limitation, the following:


 


(a)           Any and all copyright rights,
copyright applications, copyright registration and like protection in each work
or authorship and derivative work thereof, whether published or unpublished and
whether or not the same also constitutes a trade secret, now or hereafter
existing, created, acquired or held (collectively, the “Copyrights”);


 


(b)           Any and all trade secrets, and any
and all intellectual property rights in computer software and computer software
products now or hereafter existing, created, acquired or held;


 


(c)           Any and all design rights which may
be available to Lessee now or hereafter existing, created, acquired or held;


 


(d)           All patents, patent applications and
like protections, including, without limitation, improvements, divisions,
continuations, renewals, reissues, extensions and continuations-in-part of the
same, including, without limitation, the patents and patent applications
(collectively, the “Patents”);


 


(e)           Any trademark and servicemark rights,
whether registered or not, applications to register and registrations of the
same and like protections, and the entire goodwill of the business of Lessee
connected with and symbolized by such trademarks (collectively, the “Trademarks”);


 


(f)            Any and all claims for damages by
way of past, present and future infringements of any of the rights included
above, with the right, but not the obligation, to sue for an collect such
damages for said use or infringement of the intellectual property rights
identified above;


 


(g)           All licenses or other rights to use
any of the Copyrights, Patents or Trademarks and all license fees and royalties
arising from such use to the extent permitted by such license or rights;


 


(h)           All amendments, extensions, renewals
and extensions of any of the Copyrights, Patents or Trademarks; and


 


(i)            All proceeds and products of the
foregoing, including, without limitation, all payments under insurance or any
indemnity or warranty payable in respect of any of the foregoing.


 


Notwithstanding the foregoing, the Lessee may (1) grant licenses and
enter into similar arrangements for the use of its intellectual property in the
ordinary course of business, and (2) enter into collaborations and scientific
arrangements with respect to its intellectual property in the ordinary course
of business.


 


                It shall be an event of default
under the lease documents between lessee and lessor if there is a breach of any
term of this negative pledge agreement.


 

















 


 


                Capitalized items used herein
without definition shall have the same meanings as set forth in the lease
documents referred to above.


 


	
  LESSEE:

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIGEL PHARMACEUTICALS, INC.

  	
   

  	
  LIGHTHOUSE CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  James Welch

  	
   

  	
  By:

  	
  LIGHTHOUSE MANAGEMENT

  
	
   

  	
   

  	
   

  	
   

  	
  PARTNERS IV, L.L.C., its general
  partner

  
	
  Name:

  	
  James
  Welch

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  CFO

  	
   

  	
  By:

  	
  /s/
  Denis Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Denis
  Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer

  



 


 

















 


EXHIBIT B


 


 


EQUIPMENT SCHEDULE NO. 01, dated
_________(“Equipment
Schedule”) to


LEASE LINE SCHEDULE NO. 01, dated December 23, 2002 (“Lease Line
Schedule”), to


MASTER EQUIPMENT LEASE AGREEMENT
NO. 167040101, dated December  23, 2002
(“Master
Lease”),


 by and between LIGHTHOUSE CAPITAL PARTNERS IV, L.P. (“Lessor”)
and RIGEL
PHARMACEUTICALS, INC., a Delaware corporation (“Lessee”).


 


(All capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Master Lease.)


 


	
  Total Lessor’s Cost:

  	
   

  	
  The total Lessor’s Cost under this Equipment
  Schedule shall be an amount equal to the sum of the Lessor’s Cost under each
  Delivery and Acceptance Certificate executed by Lessee between the date of
  this Equipment Schedule and ten days prior to the Commencement Date, and
  which refers to this Equipment Schedule.

  
	
   

  	
   

  	
   

  
	
  Lease Term:

  	
   

  	
  36 Months

  
	
   

  	
   

  	
   

  
	
  Commencement Date:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Interim Rent:

  	
   

  	
  On or about the Commencement Date, Lessor shall send
  Lessee a “Summary of Equipment Schedule” in the form of Annex A hereto, specifying,
  among other things, the applicable Interim Rent; provided, however,
  that any failure by Lessor to send Lessee a Summary Equipment Schedule shall
  not relieve Lessee of its obligation to pay rent hereunder.

  
	
   

  	
   

  	
   

  
	
  Rental Factor:

  	
   

  	
  The Rental Factor shall be set forth in the Summary
  of Equipment Schedule.

  
	
   

  	
   

  	
   

  
	
  Rental Payments:

  	
   

  	
  The amount of the monthly Rental Payments,
  calculated in accordance with the Lease Line Schedule and payable monthly in
  advance, shall be set forth in the Summary of Equipment Schedule.  Payments shall be made to Lessor’s address
  set forth in the Lease Line Schedule.

  
	
   

  	
   

  	
   

  
	
  Rental Payment Dates:

  	
   

  	
  First day of each calendar month.

  
	
   

  	
   

  	
   

  
	
  Equipment Description:

  	
   

  	
  The Equipment shall be described in each Delivery
  and Acceptance Certificate executed by Lessee between the date of this
  Equipment Schedule and the Commencement Date, and which refers to this
  Equipment Schedule.  Delivery and
  Acceptance Certificates under this Equipment Schedule must be received by
  Lessor no later than five business days prior to the Commencement Date.

  
	
   

  	
   

  	
   

  
	
  Equipment Location:

  	
   

  	
  240 East Grand Avenue, South San Francisco, CA  94080

  
	
   

  	
   

  	
   

  
	
  Terms and Conditions:

  	
   

  	
  The terms and conditions of the above-referenced
  Master Lease and Lease Line Schedule are incorporated herein.  In addition, the following attachments
  apply to this Equipment Schedule only: None.

  



 


 


1

















 


 


	
   

  	
   

  	
   

  
	
  No Default:

  	
   

  	
  No Event of Default or event which, with notice or
  lapse of time or both, would become an Event of Default, has occurred and is
  continuing.

  



 


 


	
  LESSEE:

  	
   

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIGEL
  PHARMACEUTICALS, INC.

  	
   

  	
   

  	
  LIGHTHOUSE
  CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  	
  By:

  	
  LIGHTHOUSE
  MANAGEMENT

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  PARTNERS
  IV, L.L.C., its
  general partner

  
	
  Name:

  	
  James Welch

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


 


2

















 


 


ANNEX A


 


SUMMARY OF EQUIPMENT SCHEDULE NO.
01 to


LEASE LINE SCHEDULE NO. 01, dated December 23, 2002, to


                MASTER
EQUIPMENT LEASE AGREEMENT NO. 167040101, dated December 23, 2002 (“Master Lease”)
by and between LIGHTHOUSE CAPITAL PARTNERS IV, L.P. (“Lessor”) and RIGEL
PHARMACEUTICALS, INC., a Delaware corporation (“Lessee”).


 


(All capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Master Lease.)


 


 


	
  Total Lessor’s Cost:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Total Interim Rent:

  	
  $

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Rental Factor:

  	
  3.2%

  	
   

  
	
   

  	
   

  
	
  Rental Payments:

  	
  36 Payments of $________

  each, payable monthly in advance

  	
   

  
					



 


Amount of Advance Rent applied to this Equipment Schedule: $______N/A________


 


 


 


	
   

  	
   

  	
  LIGHTHOUSE
  CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  LIGHTHOUSE
  MANAGEMENT

  
	
   

  	
   

  	
   

  	
  PARTNERS
  IV, L.L.C., its
  general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  EXHIBIT
  ONLY

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
   

  



 


 


 


 


3

















 


ANNEX B


 


SOFTWARE
RIDER


 


 


                THIS SOFTWARE RIDER (this “Rider”) is made a part of
Lease Line Schedule No. 01 (the (“Lease Line Schedule”) dated December 23,
2002, by and between LIGHTHOUSE CAPITAL PARTNERS IV, L.P., a
Delaware limited partnership (“Lessor”) and RIGEL PHARMACEUTICALS, INC.,
a Delaware corporation (“Lessee”).


 


All capitalized terms
used and not otherwise defined herein are defined in the Lease Line Schedule.


 


                In the event any computer software (as described in
any applicable Equipment Schedule and collectively with all manuals, updates,
revisions, program and data files, and documentation relating thereto or used
or usable in connection therewith, the “Software”), is purchased  or licensed pursuant to the Lease Line
Schedule, then, in addition to all other terms and conditions of the Master
Lease and the Lease Line Schedule, all of which are incorporated herein by this
reference:


 


1.             Software as General Intangibles.  All Software shall be “Equipment” as defined
under the Lease Line Schedule.  Lessee
hereby grants to Lessor as collateral security for Lessee’s payment and
performance of all Lessee’s obligations of payment and performance under this
Rider, the Lease Line Schedule, the Master Lease, and every other present or
future Equipment Schedule or other agreement between Lessee and Lessor, a
security interest in all of its right, title and interest in and to the
Software, including without limitation general intangibles, licenses, and
intellectual property rights with respect thereto, and all substitutions,
modifications, replacements, additions, accessions, proceeds, and products of
to or for any of the foregoing.


 


2.             Exclusion of Warranties.  Without limiting the generality of all
exclusions of warranty set forth in the Lease Line Schedule and Master Lease,
Lessor makes no and specifically excludes any representation or warranty
relating to any Software, including without limitation any warranty of title,
validity or enforceability of license, noninfringement, availability or quality
of vendor support, or fitness for any particular purpose.


 


3.             License Assignment Agreement.  In the case of Software with a Lessor’s Cost
in excess of $100,000, Lessee shall use its best efforts to ensure the receipt
by Lessor of a License Assignment Agreement in form and substance satisfactory
to Lessor and as set forth on Exhibit 1 hereto (the “Software License Assignment Agreement”)
as an express condition precedent to the advance by Lessor of any funds to any
party with respect to the Software.  Breach by Lessee of any material term or condition of any license
agreement governing the right to use any Software which is not cured within the
applicable grace period shall be an Event of Default under the Master Lease.


 


4.             Applicability of Lease.  The Master Lease, Lease Line Schedule,
Equipment Schedule, Software License Assignment Agreement, and this Rider, and
all documents entered into in connection there­with, govern Lessee’s
obligations of payment and performance to Lessor with respect to the Software,
whether or not the Software represents goods capable of being leased pursuant
to the UCC.


 


5.             License Performance.  Lessee agrees that in addition to Lessor’s
remedies following an Event of Default and during its continuance, Lessor may
upon notice to Lessee requiring the same cause Lessee to cease all use of the
Software and to assemble and deliver to Lessor the same in electronic or other
form.  Lessee shall remit to Lessor upon
demand any amounts due and payable with respect to the licensing of any
Software or the assignment thereof. 
Lessee agrees that monetary damages are not a sufficient remedy and will
not adequately compensate Lessor for Lessee’s breach of this Section, and that
Lessor shall be entitled to seek specific performance or other injunctive or
equitable relief.


 


 


1

















 


 


6.             Integration.  This Rider represents the entirety of the understanding between
the parties with respect to its subject matter, and may only be modified by a
written instrument signed by the party to be charged.  All rights and remedies of Lessor herein are in addition to, and
not in limitation of, the rights and remedies of Lessor under the Lease.


 


 


	
  LESSEE:

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIGEL
  PHARMACEUTICALS, INC.

  	
   

  	
  LIGHTHOUSE
  CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ James Welch

  	
   

  	
  By:

  	
  LIGHTHOUSE
  MANAGEMENT

  
	
   

  	
   

  	
   

  	
   

  	
  PARTNERS
  IV, L.L.C., its
  general partner

  
	
  Name:

  	
  James Welch

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief Financial Officer

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  /s/ Denis Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Denis Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Title:

  	
  Chief Operating Officer

  



 


 


 


2

















 


 


ANNEX
B-1


EXHIBIT
1


SOFTWARE
LICENSE ASSIGNMENT AGREEMENT


 


 


                This SOFTWARE LICENSE ASSIGNMENT AGREEMENT (this “Agreement”)
is entered into _______, _____, by and between ______________________ (“Vendor”),
LIGHTHOUSE
CAPITAL PARTNERS II, L.P., a Delaware limited partnership (“Lessor”)
and RIGEL
PHARMACEUTICALS, INC., a Delaware corporation (“Lessee”), with respect to
certain items of computer software purchased or licensed from Vendor as more
specifically described in attachments hereto (the “Software”) in connection
with that certain Equipment Schedule No. 01 between Lessee and Lessor
(collectively with all documents entered into in connection therewith, the “Lease”)
dated December __, 2002.


 


                1.             Acknowledgment of License.  The parties acknowledge that the right to
use the Software is being acquired pursuant to a software license agreement
(the “License”)
between Vendor and Lessee, and agree as follows:


 


                                (a)  Lessee reaffirms all of its rights and
obligations under the License and under the Lease.  Lessor is not a party to the License, but is an express third
party beneficiary thereof.


 


                                (b)  Lessee assigns to Lessor all of its rights
and benefits, but Lessee retains all the obligations and burdens, under the
License.  Vendor consents to such
assignment.


 


                                (c)  Lessor sublicenses back to Lessee, such
sublicense terminating once an Event of Default has occurred and is continuing
under the Lease, the rights and benefits under the License.


 


                2.             Assignment.  Lessor may upon notice to Vendor succeed to
all of Lessee’s right, title and interest in and to the License, and may sell
or assign the same to any person, without the imposition of any transfer fee
payable to Vendor, effective upon such person’s execution of the License, who
shall upon such execution succeed to the obligations and burdens under such
license.


 


                3.             No Commitment.  This is not a commitment by Lessor to
purchase or finance any other items of software or hardware other than the
Software.


 


                4.             Integration.  This Agreement represents the entirety of
the understanding between the parties with respect to its subject matter, and
may only be modified by a written instrument signed by the party to be charged.


 


	
   

  	
  (“Vendor”)

  	
   

  	
  LIGHTHOUSE CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
  LIGHTHOUSE MANAGEMENT

  
	
  By:

  	
   

  	
   

  	
   

  	
  PARTNERS IV, L.L.C., its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIGEL PHARMACEUTICALS, INC.

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
   

  
	
  By:

  	
  EXHIBIT ONLY

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Name:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


 


1

















 


 


EXHIBIT
A


 


LEASE LINE SCHEDULE NO. 01, dated
December 23, 2002(“Lease Line Schedule”),


 to


MASTER EQUIPMENT LEASE AGREEMENT
NO. 167040101, dated December 23, 2002 (“Master Lease”),


by and between


LIGHTHOUSE CAPITAL PARTNERS IV, L.P., a Delaware limited
partnership (“Lessor”) and RIGEL

PHARMACEUTICALS, INC., a Delaware corporation (“Lessee”).


 


(All capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Master Lease.)


 


IN CONSIDERATION of the mutual
covenants contained herein, the parties agree as follows:


 


                Lease Line. 
The total Lessor’s Cost of all units of Equipment under all Equipment
Schedules pursuant to this Lease Line Schedule shall not exceed $2,000,000.00
(the “Commitment”).  “Lessor’s Cost” means, with respect to a
unit of Equipment, the total cost to Lessor of purchasing such unit, as
indicated on the applicable Equipment Schedule.  Lessor’s obligation to fund Equipment Schedules under the
Commitment shall terminate on December 22, 2003 (the “Commitment Termination Date”).  The minimum Lessor’s Cost for each Delivery
& Acceptance Certificate shall be $10,000.00.


 


                Rental Factor. 
The Rental Factor for each Equipment Schedule will be 3.2% of scheduled
Lessor’s Cost per month, payable monthly in advance.  The Rental Payment under a particular Equipment Schedule shall be
an amount equal to the product of (a) the Rental Factor and (b) the aggregate
Lessor’s Cost of Equipment subject to such Equipment Schedule.


 


                Interim Rent. 
The Daily Interim Rent factor for each Equipment Schedule shall equal
0.0274%.


 


                Advance Rent. 
Not Applicable


 


Commitment Fee.  Upon execution of the lease proposal
dated November 7, 2002, Lessee paid to Lessor a commitment fee in the amount of
Ten Thousand Dollars ($10,000.00) (“Commitment Fee”).  This Commitment Fee shall be applied to
Expenses (as defined below), Interim Rent, the first month’s rent and every
subsequent rent payment due from Lessee to Lessor under each Equipment Schedule
until fully applied.  In the event this
transaction is not approved by Lessor, the Commitment Fee will be returned in
its entirety to Lessee.


 


                Expenses. 
Lessee agrees to reimburse Lessor for reasonable expenses incurred in
connection with the negotiation and documentation of this transaction, promptly
upon receipt of an invoice.


 


                Eligible Equipment. 
All equipment to be financed under an Equipment Schedule shall be
Eligible Equipment.  “Eligible
Equipment” means the following types of equipment to the extent
acceptable to Lessor:


 


                Various new and used computers,
peripherals, analytical and test equipment, laboratory equipment and furniture,
office furniture and equipment and other equipment as mutually agreed to by
Lessee and Lessor, together with all
replacements, parts, cables, repairs, additions and accessories incorporated
therein or affixed thereto and all operating manuals and manufacturer’s
instructions (collectively hereinafter called the “Equipment”). Software,
leasehold improvements, freight, installation, sales tax and other soft costs
acceptable to Lessor (“Soft Costs”) shall not exceed Five Hundred
Thousand Dollars ($500,000.00).  Such replacements, parts, cables, repairs,
additions and accessories shall (whether or not purchased by Lessor) be
considered part of the Equipment for all purposes and, when installed in or
attached to the Equipment (unless otherwise agreed), be or become the property
of the Lessor.  Except as otherwise
specifically provided or the context so requires, the term “Equipment”
includes operating system or other bundled software which is delivered on or
with the Equipment or is included on the Equipment Schedules.  Notwithstanding the foregoing and with
respect to Equipment Schedule No. 01 only, Lessor agrees to finance Eligible
Equipment delivered to Lessee between August 1, 2002 and a date that is ninety
(90) days prior to the Commencement Date for such Eligible Equipment at an
amount equal to (a) Lessor’s Cost minus (b) Lessor’s Cost divided
by the Lease Term multiplied by (c) the number of thirty (30) day
periods elapsed since the date of delivery of such Eligible Equipment.


 


 


1

















 


 


                Commencement Date. 
The “Commencement Date” for each Equipment Schedule shall be the first
day of the calendar month following the Acceptance Date for the items of
Equipment subject to such Equipment Schedule.


 


                Lease Termination Options. 
Upon Lease Termination (as defined in the Master Lease), Lessee will
have, with respect to all but not less than all of the Equipment governed by
this Lease Line Schedule, the option to (a) purchase the Equipment for the
lesser of its then fair market value or ten (10%) of Lessor’s Cost, (b) renew
the Lease or (c) return the Equipment to Lessor as provided in Section 6
of the Master Lease.  Notwithstanding
the foregoing and with respect to Equipment Schedule No. 01 only, Lessee shall
not have the option described above, but instead shall be obligated to pay upon
Lease Termination a fixed payment equal to ten percent (10.0%) of Lessor’s Cost
with respect to Equipment Schedule No. 01.


 


                Advance Notice Period. 
The “Advance
Notice Period” shall be at least ninety (90) days, but not more than
180 days, prior to Lease Termination (as defined in the Master Lease) of
Equipment Schedule No. 01 to this Lease Line Schedule.


 


                Automatic Extension Period. 
The “Automatic
Extension Period” shall equal three (3) months and affects each
Equipment Schedule under this Lease Line Schedule.


 


                Insurance. 
The amount of commercial general liability insurance (other than
products liability coverage and completed operations insurance) required under
the Master Lease shall be at least $2,000,000 per occurrence.  The amount of the products liability and
completed operations insurance under the Master Lease shall be at least
$2,000,000 per occurrence.


 


                Financial Statements. 
Lessee shall deliver to Lessor: 
(a) as soon as available, but in any event within forty-five (45)
days after the end of each calendar quarter, a company prepared balance sheet,
income statement and cash flow statement covering Lessee’s operations during
such period, certified by an officer of Lessee reasonably acceptable to Lessor;
(b) as soon as available, but in any event within ninety (90) days after the
end of Lessee’s fiscal year, audited financial statements of Lessee prepared in
accordance with generally accepted accounting principles, consistently applied,
together with an unqualified opinion on such financial statements of an
independent certified public accounting firm reasonably acceptable to Lessor;
(c) immediately upon receipt of notice thereof, a report of any material
legal actions pending or threatened against Lessee involving amounts greater
than $200,000; and (d) such other financial information as Lessor may
reasonably request from time to time.


 


                Maintenance Service Contracts. 
Lessee shall obtain and keep in effect at all times during the Lease
Term (and any renewal or extension thereof), maintenance service contracts
covering any Equipment with (i) a Lessor’s Cost in excess of $100,000 and/or
(ii) Equipment for which maintenance service contracts are customarily
available with the Equipment supplier or with other customary suppliers of
maintenance services for such Equipment.


 


                Installation, Handling and
Delivery Charges.  Any handling and delivery charge to cover
all Equipment transportation, rigging, drayage, packing, installation and
handling to and from vendor’s plant and upon return to Lessor’s designated
location shall be paid by Lessee.


 


                Miscellaneous taxes. Without limitation of the provisions of
the Master Lease, Lessee agrees to pay and to indemnify Lessor for any sales or
use tax and any property tax in connection with the sale, lease or use of the
Equipment other than an assignment of the Lease by Lessor.


 


                Late Fee. 
Lessee shall pay a late charge on any rent payments or other sums due
hereunder which are past due more than ten (10) days, in an amount equal to 2%
of the past due amount, payable on demand.


 


                Default Rate. 
The Default Rate of interest on late payments shall be eighteen percent
(18%) per annum.


 


                Notices. 
All notices shall be addressed as follows:


 


 


2

















 


 


	
   

  	
  If to
  Lessor:

  	
   

  	
  If to
  Lessee:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Lighthouse Capital Partners IV, L.P.

  	
   

  	
  Rigel Pharmaceuticals, Inc.

  
	
   

  	
  500 Drake’s Landing

  	
   

  	
  240 East Grand Avenue

  
	
   

  	
  Greenbrae, CA 94904-3011

  	
   

  	
  South San Francisco, CA  94080

  
	
   

  	
  Attn.: 
  Contract Administration

  	
   

  	
  Attn.: Chief Financial Officer

  
	
   

  	
  Phone: (415) 464-5900

  	
   

  	
  Phone: (650) 624-1176

  
	
   

  	
  Fax: (415) 925-3387

  	
   

  	
  Fax: (650) 642-1101

  



 


                Conditions to the First
Equipment Schedule.  On or prior to the date of execution of the
first Equipment Schedule under this Lease Line Schedule, Lessor shall have
received in form and substance satisfactory to Lessor, each of the following:


 


1.                                       A Warrant substantially in the form of Exhibit H to the
Master Lease.


 


2.                                       Copies, certified by the Secretary or
Assistant Secretary or Chief Financial Officer of Lessee, of: (i) the
Certificate of Incorporation and By-Laws of Lessee (as amended to the date of
the Lease) and (ii) the resolutions adopted by Lessee’s board of directors
authorizing the execution and delivery of this Lease, the Lease Line Schedule,
the Equipment Schedules, the Warrant and the other documents referred in this
Lease Line Schedule and the performance by Lessee of its obligations in such
documents.


 


3.                                       A Good Standing Certificate (including
franchise tax status) with respect to Lessee from Lessee’s state of incorporation,
dated a date reasonably close to the date of acceptance of the Lease by Lessor.


 


4.                                       A Software Rider substantially in the
form of Annex B
to this Lease Line Schedule.


 


5.                                       Evidence of the insurance coverage
required by Section 8 of the Master Lease.


 


6.                                       All necessary consents of shareholders
and other third parties with respect to the subject matter of the Master Lease,
the Lease Line Schedule, the Equipment Schedules and the Warrant.


 


                Conditions to all fundings under
all Equipment Schedules.  On or prior to each funding
under each Equipment Schedule under this Lease Line Schedule, each of the
following conditions shall have been satisfied:


 


1.                                       The Commitment Termination Date shall not
have passed.


 


2.                                       No Event of Default or event which, with notice
or lapse of time or both, would become an Event of Default, has occurred and is
continuing.


 


3.                                       Lessor shall have received a Software
Licenses Assignment Agreement in substantially the form of Annex B-1 to this Lease Line Schedule with
respect to each Vendor of software with a Lessor’s Cost in excess of $100,000
to be financed under this Lease Line Schedule.


 


4.                                       Lessor shall have received all necessary
or desirable estoppel certificates and UCC filings, releases or terminations.


 


5.                                       Lessor shall use its best efforts to
obtain a landlord waiver and consent in substantially the form of Exhibit E to the
Master Lease with respect to each equipment location.


 


6.                                       Lessor shall have received a Negative
Pledge Agreement in substantially the form of Exhibit J  to the Master Lease.


 


7.                                       There shall not have occurred
(i) any material adverse change to the general affairs, management,
results of operations, condition (financial or otherwise) or prospects of
Lessee, whether or not arising from transactions in the ordinary course of
business, or (ii) any material adverse deviation by Lessee from the
business plan of Lessee presented to and not disapproved by Lessor, since the
date of the Master Lease.


 


 


3

















 


 


8.                                       Lessee shall have delivered to Lessor an
Equipment Schedule covering the appropriate funding period.


 


9.                                       Not less than fifteen business days prior
to the desired funding date, Lessee shall have delivered to Lessor original
invoices (each of which shall have a minimum value of Five Hundred Dollars
($500)), canceled checks or other proof of payment.  On or prior to the Commencement Date for a particular Equipment
Schedule, Lessee shall provide a Bill of Sale, a Delivery and Acceptance
Certificate, and any UCC filings or other documents or notices deemed necessary
by Lessor in its sole reasonable discretion..


 


10.                                 All terms and conditions in the Equipment
Schedule shall have been satisfied by the Acceptance Date for the Equipment
under such Equipment Schedule.


 


All other documents as Lessor shall have reasonably
requested.


 


	
  LESSEE:

  	
   

  	
  LESSOR:

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  RIGEL PHARMACEUTICALS, INC.

  	
   

  	
  LIGHTHOUSE CAPITAL PARTNERS IV, L.P.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  By:

  	
  /s/
  James Welch

  	
   

  	
  By:

  	
  LIGHTHOUSE MANAGEMENT

  
	
   

  	
   

  	
   

  	
   

  	
  PARTNERS IV, L.L.C., its general
  partner

  
	
  Name:

  	
  James
  Welch

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
  Chief
  Financial Officer

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  /s/
  Denis Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Name:

  	
  Denis
  Ryan

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  Title:

  	
  Chief
  Operating Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Annex A                —            Stipulated
Loss Value Table


 


 


4

















 


 


ANNEX A


 


STIPULATED LOSS VALUE TABLE


TO


LEASE LINE SCHEDULE NO. 01, dated
December 23, 2002, to


MASTER EQUIPMENT LEASE AGREEMENT
NO. 167040101, dated December 23, 2002 (“Master Lease”), by and

between LIGHTHOUSE
CAPITAL PARTNERS IV, L.P., a Delaware limited partnership (“Lessor”),
and RIGEL

PHARMACEUTICALS, INC., a Delaware corporation (“Lessee”).


 


(All capitalized terms not otherwise defined herein shall have the
meanings given to such terms in the Master Lease.)


 


In the case of an Event of Loss, the Stipulated Loss Value for each item
of leased Equipment is the Lessor’s Cost for the item multiplied by Stipulated
Loss Value Percentage for the Rent Payment Number following the month of the
Event of Loss.


 


	
  Rent

  Payment

  Number

  	
   

  	
  Stipulated

  Loss

  Value

  Percentage

  	
   

  	
  Rent

  Payment

  Number

  	
   

  	
  Stipulated

  Loss

  Value

  Percentage

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1

  	
   

  	
  112.00

  	
  %

  	
  19

  	
   

  	
  59.54

  	
  %

  
	
  2

  	
   

  	
  109.09

  	
  %

  	
  20

  	
   

  	
  56.63

  	
  %

  
	
  3

  	
   

  	
  106.17

  	
  %

  	
  21

  	
   

  	
  53.71

  	
  %

  
	
  4

  	
   

  	
  103.26

  	
  %

  	
  22

  	
   

  	
  50.80

  	
  %

  
	
  5

  	
   

  	
  100.34

  	
  %

  	
  23

  	
   

  	
  47.89

  	
  %

  
	
  6

  	
   

  	
  97.43

  	
  %

  	
  24

  	
   

  	
  44.97

  	
  %

  
	
  7

  	
   

  	
  94.51

  	
  %

  	
  25

  	
   

  	
  42.06

  	
  %

  
	
  8

  	
   

  	
  91.60

  	
  %

  	
  26

  	
   

  	
  39.14

  	
  %

  
	
  9

  	
   

  	
  88.69

  	
  %

  	
  27

  	
   

  	
  36.23

  	
  %

  
	
  10

  	
   

  	
  85.77

  	
  %

  	
  28

  	
   

  	
  33.31

  	
  %

  
	
  11

  	
   

  	
  82.86

  	
  %

  	
  29

  	
   

  	
  30.40

  	
  %

  
	
  12

  	
   

  	
  79.94

  	
  %

  	
  30

  	
   

  	
  27.49

  	
  %

  
	
  13

  	
   

  	
  77.03

  	
  %

  	
  31

  	
   

  	
  24.57

  	
  %

  
	
  14

  	
   

  	
  74.11

  	
  %

  	
  32

  	
   

  	
  21.66

  	
  %

  
	
  15

  	
   

  	
  71.20

  	
  %

  	
  33

  	
   

  	
  18.74

  	
  %

  
	
  16

  	
   

  	
  68.29

  	
  %

  	
  34

  	
   

  	
  15.83

  	
  %

  
	
  17

  	
   

  	
  65.37

  	
  %

  	
  35

  	
   

  	
  12.91

  	
  %

  
	
  18

  	
   

  	
  62.46

  	
  %

  	
  36 and thereafter

  	
   

  	
  10.00

  	
  %

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Lessee:

  	
   

  	
   

  	
  Lessor:

  	
   

  



 


 


 


5