Exhibit 10.42


 


SUBLEASE AGREEMENT


 


BETWEEN


 


YAHOO! INC.


 


AND


 


OAK TECHNOLOGY, INC.


 

















SUBLEASE


 


THIS SUBLEASE (“Sublease”) is entered into as of June 18, 2001 (the
“Effective Date”), by and between YAHOO! INC., a Delaware corporation
(“Sublandlord”) and OAK TECHNOLOGY, INC., a Delaware corporation (“Subtenant”),
with reference to the following facts:


 


A.            Pursuant
to that certain Lease dated March 1, 1999 (the “Master Lease”), GAWTA Kifer
LLC, a California limited liability company (“Landlord”), as landlord, leased
to Sublandlord, as tenant, the building (the “Building”) located at 1390 Kifer
Road (formerly known as 1450 Kifer Road), Sunnyvale, California (collectively,
the “Master Lease Premises”) consisting of a total of approximately 88,924
rentable square feet.


 


B.            Subtenant
wishes to sublease from Sublandlord, and Sublandlord wishes to sublease to
Subtenant, the entire Master Lease Premises (as used herein, the “Subleased
Premises”).


 


NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged by the parties, Sublandlord and Subtenant hereby agree as follows:


 


1.             Sublease.               Sublandlord hereby subleases to Subtenant and
Subtenant hereby subleases from Sublandlord for the term, at the rental, and
upon all of the conditions set forth herein, the Subleased Premises.


 


2.             Term.


 


2.1           The
term of this Sublease (“Term”) shall commence as of November 1, 2001 (the
“Commencement Date”) and shall expire, unless sooner terminated pursuant to any
provision hereof, on the Expiration Date provided in the Master Lease, which is
November 30, 2006 (the “Expiration Date”). 
Subtenant shall have access to the Premises as of September 1, 2001 for
the purpose of planning, constructing and outfitting the Premises for
Subtenant’s use provided that such early access does not interfere with
Sublandlord’s move out from the Premises.


 


2.2           Under
the Master Lease, Sublandlord must obtain the consent of Landlord to any
subletting.  This Sublease shall be in
full force and effect upon execution of this Sublease by Sublandlord and
Subtenant; provided that, notwithstanding Section 2.1 above, in no event will
the Commencement Date occur until Landlord executes a consent in the form
attached hereto as Exhibit A (the “Consent”).  In the event that Landlord does not execute the Consent within
fifteen (15) business days of the Effective Date, either party hereto shall
have the right to terminate this Sublease by written notice to the other
party.  Upon such termination, the
Deposit and any prepaid rent shall be promptly returned to Subtenant.


 

















 


3.             Rent.


 


3.1           Base
Rent Payments.


 


(a)           From
and after the Commencement Date, Subtenant shall pay to Sublandlord as Base
Rent for the Subleased Premises during the Term the following:


 


	
  Months

  	
   

  	
  Monthly
  Base Rent

  	
   

  	
  Rent/rsf/month

  
	
  1-2

  	
   

  	
  $66,693.00

  	
   

  	
  $

  	
  0.75

  
	
  3-12

  	
   

  	
  $253,433.40

  	
   

  	
  $

  	
  2.85

  
	
  13-end

  	
   

  	
  [See Section 3.1(b) below]

  	
   

  	
   

  



 


(b)           In
addition, on the first day of each Rent Adjustment Year (as defined below),
monthly Base Rent shall be increased to equal one hundred three and five tenths
percent (103.5%) of the monthly Base Rent in effect immediately prior to the
commencement of that Rent Adjustment Year. 
“Rent Adjustment Year” shall mean a period of twelve (12) full calendar
months.  The first Rent Adjustment Year
shall commence on the first day of the thirteenth (13th) month
following the Commencement Date, and each succeeding Rent Adjustment Year shall
commence on the one-year anniversary date of the first day of the preceding
Rent Adjustment Year.


 


(c)           Base
Rent shall be paid on the first day of each month of the Term, except that
Subtenant shall pay the first month’s Base Rent to Sublandlord upon execution
of this Sublease.  If the Term does not
begin on the first day of the month or end on the last day of a month, the Base
Rent and Additional Rent (hereinafter defined) for that partial month shall be
prorated by multiplying the monthly Base Rent and Additional Rent by a
fraction, the numerator of which is the number of days of the partial month
included in the Term and the denominator of which is the total number of days
in the full calendar month.  All Rent
(hereinafter defined) shall be payable in lawful money of the United States, by
regular bank check of Subtenant, to Sublandlord at the address stated herein or
to such other persons or at such other places as Sublandlord may designate in
writing.


 


3.2           Expenses
and Utilities.


 


(a)           Definitions.    For purposes of this Sublease and in addition to the terms defined
elsewhere in this Sublease, the following terms shall have the meanings set
forth below:


 


(1) “Additional Rent” shall mean the sums payable pursuant to
subparagraph 3.2(b) of this Sublease.


 


(2) “Operating Expenses” shall mean Additional Rent, as defined
in Section 3(A) of the Master Lease, Reimbursable Expenses and Utilities, as
defined in Section 10 of the Master Lease, all amounts due under Section 11 of
the Master Lease, and all other operating expenses, fees, reimbursable costs
and utilities which are the responsibility of the Lessee under the Master
Lease.


 

















 


(3)           “Rent”
shall mean, collectively, Base Rent, Additional Rent, and all other sums
payable by Subtenant to Sublandlord under this Sublease, whether or not
expressly designated as “rent,” all of which are deemed and designated as rent
pursuant to the terms of this Sublease.


 


(b)           In
addition to the Base Rent payable pursuant to Section 3.1 above, from and after
the Commencement Date, for each calendar year of the Term, Subtenant, as
Additional Rent, shall pay one hundred percent (100%) of all Operating Expenses
payable by Sublandlord under the Master Lease, within ten (10) days of
receiving an invoice therefor.  In the
event that Landlord bills Sublandlord monthly for an estimated amount of such
expenses, Subtenant shall pay to Sublandlord on the first day of each month as
Additional Rent such estimated amount of Operating Expenses.  Sublandlord shall give Subtenant copies of
all invoices received from Landlord regarding Operating Expenses.


 


(c)           For
partial calendar years during the term of this Sublease, the amount of
Additional Rent payable pursuant to this subsection that is applicable to that
partial calendar year shall be prorated based on the ratio of the number of
days of such partial calendar year falling during the term of this Sublease to
365.  The expiration or earlier
termination of this Sublease shall not affect the obligations of Sublandlord
and Subtenant pursuant to Section 3.2 which arise prior to such expiration or
termination, and such obligations shall survive, remain to be performed after,
any expiration or earlier termination of this Sublease.


 


3.3           Payment
of Rent to Landlord.
    Notwithstanding Sections 3.1 and 3.2 above, Sublandlord
agrees that Subtenant may pay all Base Rent and Additional Rent directly to
Landlord, provided that Subtenant concurrently sends to Sublandlord a copy or
other evidence of such payment.


 


4.             Security
Deposit.


 


4.1           Concurrently
with Subtenant’s execution and delivery of this Sublease, and as security for
its obligations under the Sublease, Subtenant shall deposit with Sublandlord
the sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) as
a  security deposit, in cash or in the
form of a Letter of Credit, as defined below (the “Deposit”). The Deposit shall
be held by Sublandlord as security for the faithful performance by Subtenant of
all the provisions of this Sublease to be performed or observed by
Subtenant.  If Subtenant fails to pay
rent or other sums due hereunder, or otherwise defaults with respect to any
provisions of this Sublease, Sublandlord may use, apply or retain all or any
portion of the Deposit for the payment of any rent or other sum in default or
for the payment of any other sum to which Sublandlord may become obligated by
reason of Subtenant’s default, or to compensate Sublandlord for any loss or
damage which Sublandlord may suffer thereby. 
If Sublandlord so uses or applies all or any portion of the Deposit,
Subtenant shall within ten (10) days after demand therefor deposit cash or an amended
or replacement letter of credit with Sublandlord in an amount sufficient to
restore the Deposit to the full amount thereof and Subtenant’s failure to do so
shall be a material breach of this Sublease. 
In the event the Deposit is cash, Sublandlord shall keep the Deposit in
a separate interest-bearing account approved by Subtenant, with interest
distributed semi-annually to Subtenant. 
If Subtenant performs all of Subtenant’s obligations hereunder, the
Deposit, or so much thereof as has not theretofore been applied by Sublandlord,
shall be returned, along with 


 

















 


all
accrued but unpaid interest, so Subtenant (or, at Sublandlord’s option, to the
last assignee, if any, of Subtenant’s interest hereunder) following the
expiration of the Term, and after Subtenant has vacated the Premises.  No trust relationship is created herein
between Sublandlord and Subtenant with respect to the Deposit.


 


4.2           For
the purposes for this Section, “Letter of Credit” means an unconditional,
irrevocable sight draft letter of credit issued by the San Francisco or San
Jose office of a major national bank satisfactory to Sublandlord, naming
Sublandlord as beneficiary and otherwise in form and substance satisfactory to
Sublandlord.  The Letter of Credit shall
be for a one-year term and shall provide: (i) that Sublandlord may make partial
and multiple draws thereunder, (ii) that draws shall be payable upon
presentment of a clean sight draft only, (iii) that in the event of
Sublandlord’s assignment or other transfer of its interest in the Lease, the
Letter of Credit shall be freely transferable by Sublandlord, without charge to
Sublandlord or the assignee or transferee of such interest, (iv) that it is
governed by the Uniform Customs and Practice for Documentary Credits (1993 revisions),
International Chamber of Commerce Publication No. 500; and (v) that the Letter
of Credit will be automatically renewed upon the expiration of its term for
additional one year periods, with a final expiration date of February 1, 2007.  Notwithstanding the foregoing, if the bank
does not confirm the extension of the Letter of Credit at least 30 days prior
to the relevant annual expiration date or if Subtenant does not substitute a
replacement Letter of Credit in the applicable draw amount by such date, Sublandlord
shall be entitled to draw on the Letter of Credit and to hold and apply such
funds as an additional Security Deposit in accordance with the terms of the
Sublease.  If Subtenant fails to pay
rent or other charges due under the Sublease, or otherwise defaults, after
applicable notice and cure periods, if any, with respect to any provision of
the Sublease, Sublandlord may draw upon the Letter of Credit up to the full
amount to which Sublandlord is entitled under Section 4.1 above.


 


5.             Use
and Occupancy.


 


5.1           Use
and Signage.
    The Subleased Premises shall be used and occupied only for
the uses permitted under the Master Lease and for not other use or purpose,
except that, in the event that Landlord consents in writing to Subtenant’s use
of the Subleased Premises as research and development in addition to general
office, such use shall also be permitted, provided Subtenant does not use,
store or transport to or from the Premises any toxic  or hazardous materials or waste, other than as provided in the
Master Lease.


 


5.2           Compliance
with Master Lease.


 


(a)           Subtenant
agrees that it will occupy the Subleased Premises in accordance with the terms
of the Master Lease and will not suffer to be done or omit to do any act which
may result in a violation of or a default under any of the terms and conditions
of the Master Lease, or render Sublandlord liable for any damage, charge or
expense thereunder.


 


(b)           Subtenant
agrees that Sublandlord shall not be required to perform any of the covenants,
agreements and/or obligations of Landlord under the Master Lease and, insofar
as any of the covenants, agreements and obligations of Sublandlord hereunder
are required to be performed under the Master Lease by Landlord thereunder,
Subtenant


 

















acknowledges and agrees that
Sublandlord shall be entitled to look to Landlord for such  performance.  Sublandlord shall not be responsible for any failure or
interruption, for any reason whatsoever, of the services or facilities that may
be appurtenant to or supplied at the Building by Landlord or otherwise,
including, without limitation, heat, air conditioning, ventilation,
life-safety, water, electricity, elevator service and cleaning service, if any;
and no failure to furnish, or interruption of, any such services or facilities shall
give rise to any (i) abatement, diminution or reduction of Subtenant’s
obligations under this Sublease, except to the extent provided in the Master
Lease, or (ii) liability on the part of Sublandlord. Notwithstanding the
foregoing, Sublandlord shall promptly take such action as may reasonably be
indicated, under the circumstances, to secure such performance upon Subtenant’s
request to Sublandlord to do so and shall thereafter diligently prosecute such
performance on the part of Landlord.


 


6.             Master Lease and
Sublease Terms.


 


6.1           Subtenant acknowledges
that Subtenant has reviewed and is familiar with all of the terms, agreements,
covenants and conditions of the Master Lease.


 


6.2           This Sublease is and
shall be at all times subject and subordinate to the Master Lease.


 


6.3           The terms, conditions
and respective obligations of Sublandlord and Subtenant to each other under
this Sublease shall be the terms and conditions of the Master Lease except for
those provisions of the Master Lease which are directly contradicted by this
Sublease in which event the terms of the Sublease document shall control over
the Master Lease.  Therefore, for the
purposes of this Sublease, wherever in the Master Lease the word “Landlord” is
used it shall be deemed to mean the Sublandlord herein and wherever in the
Master Lease the word “Tenant” is used it shall be deemed to mean the Subtenant
herein.  Any non-liability, release,
indemnity or hold harmless provision in the Master Lease for the benefit of
Landlord that is incorporated herein by reference, shall be deemed to inure to
the benefit of Sublandlord, Landlord, and any other person intended to be
benefited by said provision, for the purpose of incorporation by reference in
this Sublease.  Any right of Landlord
under the Master Lease of access or inspection and any right of Landlord under
the Master Lease to do work in the Master Lease premises or in the Building and
any right of Landlord under the Master Lease in respect of rules and
regulations, which is incorporated herein by reference, shall be deemed to
inure to the benefit of Sublandlord, Landlord, and any other person intended to
be benefited by said provision, for the purpose of incorporation by reference
in this Sublease.


 


6.4           For the purposes of
incorporation herein, the terms of the Master Lease are subject to the
following additional modifications:


 


(a)           In all provisions of
the Master Lease (under the terms thereof and without regard to modifications
thereof for purposes of incorporation into this Sublease) requiring the approval
or consent of Landlord, Subtenant shall be required to obtain the approval or
consent of both Sublandlord and Landlord.


 


(b)           In all provisions of
the Master Lease requiring Tenant to submit, exhibit to, supply or provide
Landlord with evidence, certificates, or any other matter or thing,


 

















 


Subtenant shall be required to
submit, exhibit to, supply or provide, as the case may be, the same to both
Landlord and Sublandlord.


 


(c)           Sublandlord shall have
no obligation to restore or rebuild any portion of the Subleased Premises after
any destruction or taking by eminent domain.


 


(d)           In all provisions of
the Master Lease requiring Tenant to designate Landlord as an additional or
named insured on its insurance policy, Subtenant shall be required to so designate
Landlord and Sublandlord on its insurance policy.


 


6.5           Notwithstanding the
terms of Section 6.3 above, Subtenant shall have no rights nor obligations
under the following provisions of the Master Lease: Work Letter Agreement, any
representations made by Landlord, any rights or options to expand, extend or
renew the Master Lease or this Sublease, including without limitation the
option set forth in Section 4 of the Master Lease, rights of first offer,
rights of first negotiation, and rights to any tenant improvement
allowance.  Subtenant shall have all
other rights and obligations of Sublandlord as tenant under the Master Lease,
but only to the extent that a subtenant is permitted to obtain the benefit of
such rights under the terms of the Master Lease.


 


6.6           During the Term and for
all periods subsequent thereto with respect to obligations which have arisen
prior to the termination of this Sublease, Subtenant agrees to perform and
comply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlord
under the Master Lease which pertains to the Subleased Premises and/or this
Sublease, except for those provisions of the Master Lease which are directly
contradicted by this Sublease, in which event the terms of this Sublease
document shall control over the Master Lease.


 


6.7           Sublandlord agrees to
maintain the Master Lease, as it pertains to the Subleased Premises, during the
entire term of this Sublease, and to use its reasonable efforts to cause
Landlord to comply with or perform the obligations of Landlord under the Master
Lease.


 


6.8           Notwithstanding the
provisions of this Sublease, any obligation of Sublandlord to provide services
or utilities to the Subleased Premises or to Subtenant or to perform
maintenance or repair obligations with respect to the Building or the Subleased
Premises which is contained in this Sublease by the incorporation by reference
of the provisions of the Master Lease, shall be observed or performed by
Sublandlord diligently using reasonable efforts to cause Landlord to observe
and/or perform the same.


 


6.9           Sublandlord hereby
represents and warrants that Sublandlord is not in default in its performance
of the Master Lease, and no pending notice of default has been given to
Sublandlord.  To Sublandlord’s
knowledge, Landlord is not in default in its performance of the Master Lease
and no pending notice of default has been given to Landlord.  Sublandlord shall comply with the Master
Lease from the Effective Date until the Commencement Date.


 

















 


7.             Assignment.


 


7.1           Subtenant
will not assign or further sublet all or any portion of the Subleased Premises
without Sublandlord’s and Landlord’s express, prior, written consent.
Sublandlord’s consent shall not be unreasonably withheld.


 


7.2           As
a condition to Sublandlord’s consent, Subtenant will pay all expenses incurred
by Sublandlord concerning such transfer request and subtenant’s assignee or
sublessee will assume in writing the obligations of Subtenant arising under
this Sublease.  No consent to any such
transfer will relieve Subtenant of Subtenant’s obligations under this
Sublease.  Consent to any one transfer
will not relieve Subtenant from Subtenant’s obligation to obtain express,
prior, written consent to any further sublease or assignment. The acceptance of
rent by Sublandlord from any other person will not be deemed to be either a
waiver by Sublandlord of any provision of this Section or a consent to any such
transfer.


 


8.             Termination of
Master Lease.  If for any reason the
term of the Master Lease shall terminate prior to the scheduled Expiration
Date, this Sublease shall thereupon be terminated and Sublandlord shall not be
liable to Subtenant by reason thereof unless (i) Subtenant shall not then be in
default hereunder beyond and applicable notice and cure period and (ii) such
termination shall have been effected because of the breach or default of
Sublandlord under the Master Lease or by reason of the voluntary termination or
surrender of the Master Lease by Sublandlord.


 


9.             Indemnity.


 


9.1           Subtenant
shall indemnify, defend and hold harmless Sublandlord from and against all
losses, costs, damages, expenses and liabilities, including, without
limitation, reasonable attorney’s fees and disbursements, which Sublandlord may
incur or pay out (including, without limitation, to the Landlord) by reason of
(i) the condition, use, or occupancy of the Subleased Premises (except to the
extent due to the condition of the Subleased Premises as of the Commencement
Date), or any accidents, damages or injuries to persons or property occurring in,
on or about the Subleased Premises (except to the extent caused by
Sublandlord’s negligence or wrongful act or the negligence or wrongful act of
the Landlord), (ii) any breach or default hereunder on Subtenant’s part, (iii)
any work done after the date hereof in or to the Subleased Premises by or on
behalf of Subtenant, (iv) the use, handling, storage or disposal of toxic or
hazardous materials or waste which affects the Subleased Premises by Subtenant
or its officers, partners, employees, agents or contractors, or anyone else
under Subtenant’s control, or (v) any act, omission or negligence on the part
of Subtenant and/or its officers, partners, employees, agents or contractors,
or any person claiming through or under Subtenant.


 


9.2           Sublandlord
shall indemnify, defend and hold harmless Subtenant from and against all
losses, costs, damages, expenses and liabilities, including, without
limitation, reasonable attorneys’ fees and disbursements, which Subtenant may
incur or pay out (including, without limitation, to the Landlord) by reason of
(i) any breach or default hereunder on Sublandlord’s part, or (ii) the use,
handling, storage or disposal of toxic or hazardous materials or waste which
affects the Subleased Premises by Sublandlord or its officers, partners,
employees, agents, or contractors, or anyone else under Sublandlord’s control.


 

















 


10.           Limitation on
Liability.  Sublandlord shall not be
liable for personal injury or property damage to Subtenant, its officers,
agents, employees, invitees, guests, licensees or any other person in the
Subleased Premises, regardless of how such injury or damage may be caused. Any
property of Subtenant kept or stored in the Subleased Premises shall be kept or
stored at the sole risk of Subtenant. Subtenant shall hold Sublandlord harmless
from any claims arising out of any personal injury or property damage occurring
in the Subleased Premises.


 


11.           Consents.  In any instance when Sublandlord’s consent
or approval is required under this Sublease, such consent or approval shall not
be unreasonably withheld or delayed. Sublandlord’s refusal to consent to or
approve any matter or thing shall be deemed reasonable if, among other matters,
such consent or approval is required under the provisions of the Master Lease
incorporated herein by reference but has not been obtained from Landlord.


 


12.           Attorney’s Fees.  If Sublandlord or Subtenant brings an action
to enforce the terms hereof or to declare rights hereunder, the prevailing
party who recovers substantially all of the damages, equitable relief or other
remedy sought in any such action on trial and appeal shall be entitled to its
reasonable attorney’s fees to be paid by the losing party as fixed by the
court.


 


13.           As-Is.


 


13.1         Sublandlord
shall deliver, and Subtenant shall accept, possession of the Subleased Premises
in their “AS IS” condition as the Subleased Premises exist on the Effective
Date. Sublandlord shall have no obligation to furnish, render, pay for, consent
to or supply any work, labor, services, materials, furniture, fixtures,
equipment, decorations or other items to make the Subleased Premises ready or
suitable for Subtenant’s occupancy, except as expressly provided herein. In
making and executing this Sublease, Subtenant has relied solely on such
investigations, examinations and inspections as Subtenant has chosen to make or
has made and has not relied on any representation or warranty concerning the
Subleased Premises or the Buildings, except as expressly set forth in this
Sublease. Subtenant acknowledges that Sublandlord has afforded Subtenant the
opportunity for full and complete investigations, examinations and inspections
of the Subleased Premises and the common areas of the Buildings. Subtenant
acknowledges that it is not authorized to make or do any alterations or
improvements in or to the Subleased Premises except as permitted by the
provisions of this Sublease and the Master Lease and that upon expiration or
termination of this Sublease, Subtenant shall deliver the Subleased Premises to
Sublandlord in the condition received, ordinary wear and tear excepted, with
any alterations made in accordance with the terms of this Sublease and the
Master Lease.


 


13.2         Subtenant
shall have the right, for a period of thirty (30) days after the Effective
Date, to inspect the Subleased Premises and notify Sublandlord in writing of
any repairs required to cause the systems serving the Subleased Premises to be
in good working condition. Sublandlord agrees to promptly repair any such
systems which require repairs as reasonably determined by Sublandlord and
Subtenant, but only if the obligation to maintain such systems are
Sublandlord’s responsibility pursuant to the terms of the Master Lease.


 

















 


13.3         Sublandlord
hereby represents and warrants that, to the actual knowledge of Sublandlord, as
of the Effective Date, the Subleased Premises are in full and complete
compliance with the requirements of the Master Lease.


 


14.           Parking.  During the Term hereof Subtenant and its
employees shall be permitted to use one hundred percent (100%) of the on-site
parking spaces allocated to Sublandlord in the Master Lease.


 


15.           Personal Property:  Sublandlord shall sell to Subtenant all of
Sublandlord’s work station cubicles in the Building, plus one work station
chair per cubicle, for a price of $1,100.00 for each cubicle and chair
combination, by means of a bill of sale in the form attached hereto as Exhibit
B.


 


16.           Notices:  Any notice by either party to the other
required, permitted or provided for herein shall be valid only if in writing
and shall be deemed to be duly given only if (a) delivered personally, or (b)
sent by means of Federal Express, UPS Next Day Air or another reputable express
mail delivery service guaranteeing next day delivery, or (c) sent by United
States Certified or registered mail, return receipt requested, addressed (i) if
to Sublandlord, at the following addresses:


 


	
   

  	
   

  	
  Yahoo! Inc.

  
	
   

  	
   

  	
  701 First Avenue

  
	
   

  	
   

  	
  Mail Stop A101

  
	
   

  	
   

  	
  Sunnyvale, CA 94089

  
	
   

  	
   

  	
  Attn:  Kevin Gerrity, Facilities Director

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Shartsis, Friese & Ginsburg LLP

  
	
   

  	
   

  	
  One Maritime Plaza, 18th Floor

  
	
   

  	
   

  	
  San Francisco, California 94111

  
	
   

  	
   

  	
  Attn:  Mary Kay Kennedy

  
	
   

  	
   

  	
   

  
	
  And (ii) if the Subtenant, at the following addresses:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Oak Technology, Inc.

  
	
   

  	
   

  	
  139 Kifer Court

  
	
   

  	
   

  	
  Sunnyvale, CA 94086

  
	
   

  	
   

  	
  Attn:  David J. Power, Esq., General Counsel

  
	
   

  	
   

  	
   

  
	
  With a copy to:

  	
   

  	
  Tomlinson Zisko Morosoli & Maser LLP

  
	
   

  	
   

  	
  200 Page Mill Road

  
	
   

  	
   

  	
  Palo Alto, California 94036

  
	
   

  	
   

  	
  Attn:  Cynthia M. Loe, Esq.

  
	
   

  	
   

  	
   

  



or at such other address for either party as that party may designate
by notice to the other. A notice shall be deemed given and effective, if
delivered personally, upon hand delivery thereof (unless such delivery takes
place after hours or on a holiday or weekend, in which event the notice shall
be deemed given on the next succeeding business day), if sent via overnight
courier,


 

















 


on the business day next succeeding delivery to the courier, and if
mailed by United States certified or registered mail, three (3) business days
following such mailing in accordance with this Section.


 


17.           Brokers.
   Subtenant represents that it has dealt directly with and only with
Cornish & Carey Oncor International as a broker in connection with this
Sublease. Sublandlord represents that it has dealt directly with and only with
CRESA Partners as a broker in connection with this Sublease. Each party
represents and warrants that it has not dealt with or taken any other action
with any other party in a manner so as to give rise to any valid claim against
either party for a broker’s commission or finder’s fee in connection with the
execution of this Sublease. Each of the parties will indemnify the other from
and against all liabilities from any other claims for broker’s commissions or
finder’s fees arising out of its breach of the foregoing representation and
warranty. Subtenant and Sublandlord agree that Cornish & Carey Oncor
International and CRESA Partners shall be paid commissions in connection with
this Sublease by Sublandlord.


 


18.           Complete Agreement.
   There are no representations, warranties, agreements, arrangements
or understandings, oral or written, between the parties or their
representatives relating to the subject matter of this Sublease which are not
fully expressed in this Sublease.  This
Sublease cannot be changed or terminated nor may any of its provisions be
waived orally or in any manner other than by a written agreement executed by
both parties.


 


19.           Interpretation.
   This Sublease shall be governed by and construed in accordance
with the laws of the State of California. If any provision of this Sublease or
the application thereof to any person or circumstance shall, for any reason and
to any extent, be invalid or unenforceable, the remainder of this Sublease and
the application of that provision to other persons or circumstances shall not
be affected but rather shall be enforced to the extent permitted by law. The
table of contents, captions, headings and titles, if any, in this Sublease are
solely for convenience of reference and shall not affect its interpretation.  This Sublease shall be construed without
regard to any presumption or other rule requiring construction against the
party causing this Sublease or any part thereof to be drafted. If any words or
phrases in this Sublease shall have been stricken out or otherwise eliminated,
whether or not any other words or phrases have been added, this Sublease shall
be construed as if the words or phrases so stricken out or otherwise eliminated
were never included in this Sublease and no implication or inference shall be
drawn from the fact that said words or phrases were so stricken out or
otherwise eliminated. All terms and words used in this Sublease, regardless of
the number or gender in which they are used, shall be deemed to include any
other number and any other gender as the context may require. The word “person”
as used in this Sublease shall mean a natural person or persons, a partnership,
a corporation or any other form of business or legal association or entity.


 


20.           Counterparts.
   This Sublease may be executed in separate counterparts, each of
which shall constitute an original and all of which together shall constitute
one and the same instrument.


 

















 


IN WITNESS
WHEREOF, the parties hereto hereby execute this Sublease as of the day and year
first above written.


 


	
   

  	
  SUBLANDLORD:

  	
   

  
	
   

  	
   

  
	
   

  	
  Yahoo! Inc.

  
	
   

  	
   

  
	
   

  	
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  SUBTENANT:

  	
   

  
	
   

  	
   

  
	
   

  	
  Oak Technology, Inc.

  
	
   

  	
   

  
	
   

  	
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  Print Name:

  	
   

  
	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print Name:

  	
   

  
	
   

  	
  Title: