Exhibit 10.85


 


SUBLEASE


 


THIS SUBLEASE
(“Sublease”) is made as of July 31, 2003 by and between PROTEIN DESIGN LABS,
INC., a Delaware corporation (“Subtenant”), and ABGENIX, INC., a Delaware
corporation (“Sublandlord”).


 


RECITALS


 


A.                                   John
Arrillaga, Trustee or his successor trustee, UTA dated 7/20/77 (John Arrillaga
Survivor’s Trust) as amended, and Richard T. Peery, Trustee, or his successor
trustee, UTA dated 7/20/77 (Richard T. Peery Separate Property Trust), as
amended (collectively, “Master Landlord”), and Sublandlord as Tenant, are
parties to a certain Lease Agreement dated as of January 22, 2002 (the “Master
Lease”), a copy of which is attached hereto as Exhibit A.


 


B.                                     Pursuant
to the terms of the Master Lease, Master Landlord presently leases to Sublandlord
that certain premises consisting of approximately 50,668 rentable square feet
located at 34700 Campus Drive, Fremont, California (as more particularly
described in the Master Lease, the “Premises” or “Building”).  (Initially capitalized terms not otherwise
defined in this Sublease shall have the meanings attributed to such terms in
the Master Lease; and unless otherwise expressly provided herein all references
in this Sublease to “Article” and “Section” shall refer to the respective
“Article” or “Section” of the Master Lease and all references to “Paragraph” in
this Sublease shall refer to the respective “Paragraph” of this Sublease.)


 


C.                                     Sublandlord
now desires to sublease to Subtenant, and Subtenant now desires to sublease
from Sublandlord, the entire Premises (hereinafter referred to as the “Sublease
Premises”), on the terms and conditions contained herein.


 


NOW,
THEREFORE, THE PARTIES HEREBY AGREE AS FOLLOWS:


 


1.                                       Sublease.   Sublandlord hereby subleases to Subtenant, and Subtenant hereby
subleases from Sublandlord, the Sublease Premises, together with all
appurtenances thereto as provided in the Master Lease, on the terms and
conditions contained in this Sublease.


 


2.                                       Term.


 


(a)                                  The
term of this Sublease (“Sublease Term”) shall commence as of the later of (i)
October 1, 2003 or (ii) the date of obtaining of Master Landlord’s consent as
described in Paragraph 19(f) hereof (as so determined, the “Sublease
Commencement Date”), and shall expire approximately thirty-nine (39) months
after the Sublease Commencement Date on the fixed expiration date of December
31, 2006, unless (A) sooner terminated in accordance with the provisions hereof
or the provisions of the Master Lease or (B) extended in accordance with the
provisions of Paragraph 5 hereof.


 



















 


Except as provided in Paragraph
5 hereof, Subtenant shall not have any right or option to extend the term of
this Sublease, notwithstanding any right of Sublandlord to extend the term of
the Master Lease.


 


(b)                                 Upon
execution of this Sublease and payment of Subtenant’s Base Rent for the first
month of the Sublease Term pursuant to Paragraph 4(a), Subtenant may upon
advance notice to and coordination of scheduling with Sublandlord, enter upon
the Sublease Premises prior to the Sublease Commencement Date for the purpose
of space planning, installing telephone wiring and cabling or any other
improvements permitted by Sublandlord under this Sublease other than for the
conduct of its business, such early entry shall be at Subtenant’s sole risk and
subject to all the terms and provisions hereof (including satisfaction of the
insurance requirements set forth herein). 
Sublandlord shall have the right to impose such additional conditions on
Subtenant’s early entry as Sublandlord may consider reasonable under the
circumstances.


 


3.                                       Conditions of Sublease Premises.  In entering into this Sublease,
Subtenant has not relied upon or been induced by any statements or
representations of any persons with respect to the physical condition of the
Sublease Premises or with respect to any other matter affecting the Sublease
Premises, that might be pertinent in considering the leasing of the Sublease
Premises or the execution of this Sublease. 
Subtenant has, on the contrary, relied solely on such investigations,
examinations and inspections as Subtenant has chosen to make or have made on
its behalf.  Subtenant acknowledges that
it has been afforded the opportunity for full and complete investigations,
examinations and inspections. 
Sublandlord hereby warrants that all mechanical, plumbing, and
electrical systems in the Premises shall be in good operating condition for the
first seventy-five (75) days of the Sublease Term.  In the event that Subtenant’s construction of Subtenant
Alterations (as defined in Paragraph 14 below) or Subtenant’s or Subtenant’s
agents, employees, contractors, officers or directors negligence or willful
misconduct causes damage to the mechanical, plumbing or electrical systems in
the Premises, Sublandlord shall not be responsible for the repair of the same.  Except as set forth in this Paragraph 3,
upon taking possession of the Sublease Premises, Subtenant shall be deemed to
have accepted the Sublease Premises in an “as-is” condition.


 


4.                                       Rent/Security Deposit


 


(a)                                  Subtenant
shall pay to Sublandlord, monthly on or before three (3) business days prior to
the first day of each calendar month throughout the Sublease Term, rental for
the Sublease Premises equal to the sum of (i) Fifty-Two Thousand Five Hundred
Dollars ($52,500) per month from the Sublease Commencement Date through April
30, 2004, Seventy-Six Thousand Thirty-Two Dollars ($76,032) per month from May
1, 2004 through October 31, 2004, Seventy-Eight Thousand Five Hundred Sixty-Six
and 40/100ths Dollars ($78,566.40) from November 1, 2004 through October 31, 2005,
Eighty-One Thousand One Hundred and 80/100ths Dollars ($81,100.80) from
November 1, 2005 through December 31, 2006 (“Subtenant’s Base Rent”); (ii)
Subtenant’s


 


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Additional Rent (as defined in
Paragraph 4(b)); and (iii) any other amounts, charges, expenses or sums
Subtenant is required to pay under this Sublease (collectively, “Subtenant’s
Rent”). Subtenant shall remain responsible for Subtenant’s Rent and any other
amounts or charges which first arise, accrue or are invoiced at any time during
or after the expiration of the Sublease Term, whether by Sublandlord or Master
Landlord, to the extent they arise or accrue from any liabilities or
obligations of Subtenant under the provisions of this Sublease (including any
provisions of the Master Lease which are incorporated herein as liabilities or
obligations of Subtenant). 
Notwithstanding anything to the contrary contained herein, Subtenant
shall pay in advance to Sublandlord, upon execution of this Sublease,
Subtenant’s Base Rent payable for the first month of the Sublease Term.


 


(b)                                 In
addition to Subtenant’s Base Rent, Subtenant shall pay to Sublandlord, in
accordance with Paragraph 4(a), (i) Subtenant’s Share (as defined below) of the
aggregate sum of all Additional Rent (as defined in the Master Lease)
including, without limitation, all Taxes (as defined in Article 9 of the Master
Lease) relating to the Sublease Premises, all insurance premiums (as described
in Article 12 of the Master Lease), (ii) any other costs or expenses incurred
by Sublandlord in the performance of Sublandlord’s obligations under the Master
Lease and (iii) any other amounts or charges which will become due and payable
to Master Landlord under the terms of the Master Lease during or with respect
to the ensuing calendar month (collectively, “Subtenant’s Additional
Rent”).  Subtenant’s Additional Rent
shall be calculated by Sublandlord in accordance with Paragraph 4(c).  For purposes of this Sublease, the term
“Subtenant’s Share” shall mean one hundred percent (100%).


 


(c)                                  Prior
to or at any time after the commencement of each calendar year during the
Sublease Term, Sublandlord may provide Subtenant with notice of Sublandlord’s
estimate of the amount of Subtenant’s Additional Rent which will be payable for
such calendar year.  Subtenant shall pay
to Sublandlord, on a monthly basis as provided in Paragraph 4(a), Subtenant’s
Additional Rent in an amount equal to one twelfth (1/12) of the amount of Sublandlord’s
estimate of Subtenant’s Additional Rent for the relevant calendar year of the
Sublease Term.  If the cost of any item
included in Subtenant’s Additional Rent is increased during a calendar year,
Sublandlord may increase the estimated Subtenant’s Additional Rent during such
year by giving Subtenant written notice to that effect, and thereafter,
Subtenant shall pay to Sublandlord, in each of the remaining months of such
year, an amount equal to the amount of such increase in the estimated
Subtenant’s Additional Rent divided by the number of months remaining in such
year.  Within thirty (30) days (or as
soon as thereafter as possible) after receipt from the year-end reconciliation
of Additional Rent from Master Landlord under the Master Lease, Sublandlord
shall provide Subtenant with a statement of the amount of such year’s actual
Subtenant’s Additional Rent owed by Subtenant, together with a list of types of
expenses and related amounts incorporated in such statement and a copy of the
statement of Additional Rent delivered to Sublandlord pursuant to Section 4(D)
of the Master Lease.  If the amount set
forth in such statement exceeds the amount actually paid by


 


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Subtenant for such year,
Subtenant shall pay the amount still owing to Sublandlord within ten (10) days
of receipt of such statement, which obligation shall survive the expiration or
earlier termination of this Sublease. 
If the amount set forth in such statement is less than the amount actually
paid by Subtenant, Sublandlord shall credit the amount of Subtenant’s excess
against the next accruing payment(s) of Subtenant’s Additional Rent or
reimburse Subtenant for the same if this Sublease has terminated prior to the
date such determination is made.


 


(d)                                 Subtenant’s
Rent and all other sums or charges due or payable by Subtenant to Sublandlord
hereunder shall be due and payable without billing or demand, and without
deduction, set-off or counter claim, in lawful money of the United States of
America, at Sublandlord’s address for notices in Paragraph 11 hereof or to such
other person or at such other place as Sublandlord may from time to time
designate in writing, and shall be due and payable by Subtenant to Sublandlord
on or before the date specified in subparagraph (a) of this Paragraph 4,
provided that if no date is therein specified as to the applicable payment,
then on or before (i) three (3) business days prior to the corresponding date
provided in the Master Lease for payment of the same by Sublandlord to Master
Landlord or (ii) of there is no corresponding date provided in the Master Lease
for payment of the same by Sublandlord to Master Landlord, then ten (10) days
after written request from Sublandlord to Subtenant.  The failure of Subtenant to make any payments of Subtenant’s Rent
or any other sums or charges payable by Subtenant by the date provided herein
shall subject Subtenant to the obligation to pay to Sublandlord late charges in
accordance with Paragraph 4(h).


 


(e)                                  If
the Sublease Term commences on a day other than the first day of a calendar
month or ends on a day other than the last day of a calendar month, then
Subtenant’s Rent for the first and last fractional months of the Sublease Term
shall be appropriately prorated.


 


(f)                                    With
reasonable advance notice to Subtenant, Sublandlord may at any time or from
time to time instruct Subtenant to make any payment of Subtenant’s Rent or
Subtenant’s Share of any other sums or charges falling due under the Master
Lease directly to Master Landlord, in which event Subtenant shall timely make
all such payments so instructed directly to Master Landlord (with a copy of the
check to be contemporaneously forwarded by Subtenant to Sublandlord at the time
of making of each such payment), and in such event Sublandlord shall have no
responsibility to Subtenant for the payment of any such amount, and Subtenant
shall be solely responsible for any interest or late charges that may be
imposed as a result of any failure of Subtenant to have timely and properly
made any such payment to Master Landlord.


 


(g)                                 Security
Deposit.    Concurrently with Subtenant’s
execution of this Sublease, Subtenant shall deposit with Sublandlord a security
deposit (“Security Deposit”) in the amount of Seventy-Six Thousand Thirty-Two
and no/100ths Dollars ($76,032), as security for the full and faithful
performance of every provision of this Sublease to be performed by Subtenant.
If Subtenant defaults with respect to any


 


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provision of this Sublease,
including but not limited to the provisions relating to the payment of
Subtenant’s Rent, Sublandlord may use, apply or retain all or any part of the
Security Deposit for the payment of any Subtenant’s Rent or any other amount
which Sublandlord may spend or become obligated to spend by reason of
Subtenant’s default, to repair damages to the Sublease Premises, to clean the
Sublease Premises or to compensate Sublandlord for any other loss or damage
which Sublandlord may suffer by reason of Subtenant’s default.  Sublandlord shall not be required to keep
the Security Deposit separate from its general funds, and Subtenant shall not
be entitled to interest on such deposit. 
If Subtenant shall have then performed all of its obligations under this
Sublease to be performed by it, the Security Deposit or any balance thereof
shall be returned to Subtenant within thirty (30) days of the expiration of the
Sublease Term.


 


(h)                                 Late Payment Charges.  SUBTENANT ACKNOWLEDGES THAT LATE PAYMENT BY
SUBTENANT TO SUBLANDLORD OF SUBTENANT’S RENT AND OTHER CHARGES PROVIDED FOR
UNDER THIS SUBLEASE WILL CAUSE SUBLANDLORD TO INCUR COSTS NOT CONTEMPLATED BY
THIS SUBLEASE, THE EXACT AMOUNT OF SUCH COSTS BEING EXTREMELY DIFFICULT OR
IMPRACTICABLE TO FIX.  THEREFORE, IF ANY
INSTALLMENT OF RENT OR ANY OTHER CHARGE DUE FROM SUBTENANT IS NOT RECEIVED BY
SUBLANDLORD WITHIN FIVE DAYS OF THE DATE DUE, SUBTENANT SHALL PAY TO
SUBLANDLORD AN ADDITIONAL SUM EQUAL TO TEN PERCENT (10%) OF THE AMOUNT OVERDUE
AS A LATE CHARGE.  THE PARTIES AGREE
THAT THIS LATE CHARGE REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THE COSTS
THAT SUBLANDLORD WILL INCUR BY REASON OF THE LATE PAYMENT BY SUBTENANT.  SUCH LATE CHARGE SHALL BE IN ADDITION TO,
AND NOT IN LIEU OF, ANY INTEREST THAT MAY ACCRUE ON ANY SUCH OVERDUE AMOUNT
PURSUANT TO THE PROVISIONS OF THE MASTER LEASE.


 


Initials:


 


	
   

  	
  /s/ KL

  	
   

  	
   

  	
   

  	
  /s/ GYS

  	
   

  
	
  Sublandlord

  	
   

  	
  Subtenant

  



 


5.                                       Extension of Sublease Term.


 


(a)                                  Conditions
to Exercise of Option.  Provided
that Subtenant is not in default under this Sublease and Subtenant is in
occupancy of the entire Sublease Premises at the time of exercise of each
option to extend and at the commencement of the applicable extension term,
Subtenant shall have the right to extend the Sublease Term for three
consecutive extension periods, the first being a period of two (2) years
commencing upon the expiration of the initial Sublease Term (the “First
Extension Term”), followed by a period of eighteen (18) months commencing upon
the expiration of the First Extension Term (the “Second Extension Term”),
followed by another period of eighteen


 


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(18) months commencing upon the
expiration of the Second Extension Term (the “Third Extension Term”).


 


(b)                                 Notice
of Exercise.  If Subtenant elects to
extend this Lease for the First Extension Term, Subtenant shall give written
notice of its exercise to Sublandlord not later than July 1, 2004.  In the event that Subtenant exercises the
First Extension Term, Subtenant shall give Sublandlord written notice with
regard to the Second Extension term not more than three hundred sixty-five
(365) days prior to the expiration of the First Extension Term and not less
than one hundred eighty (180) days prior to the expiration of the First
Extension Term.  In the event that
Subtenant exercises the Second Extension Term, Subtenant shall give Sublandlord
written notice with regard to the Third Extension term not more than three
hundred sixty-five (365) days prior to the expiration of the Second Extension
Term and not less than one hundred eighty (180) days prior to the expiration of
the Second Extension Term.  (The notices
set forth above are collectively referred to herein as the “Exercise
Notice”.)  Subtenant’s failure to
provide any Exercise Notice within the time periods contemplated herein shall
be deemed a waiver of Subtenant’s right to exercise the applicable extension
term.


 


(c)                                  Conditions
Terminating Tenant’s Rights to Exercise Options.  In the event that any payment of Subtenant’s Rent due hereunder
is thirty (30) or more days late four (4) or more times during any calendar
year of the Sublease Term or the then current extension term, Subtenant shall
not have the right to further extend the Sublease Term.


 


(d)                                 Terms
of the Extension Terms.  The giving
of an Exercise Notice shall constitute an irrevocable election by Subtenant to
extend the Sublease upon the terms, covenants and conditions set forth
herein.  The terms, covenants and
conditions applicable to each applicable Extension Term shall be the same
terms, covenants and conditions of this Sublease except that (1) Subtenant
shall not be entitled to any further option to extend after the Third Extension
Term, (2) the Base Rent for the Extension Term shall be adjusted as provided in
this Paragraph; and (3) no provisions relating to the initial delivery of the
Sublease Premises to Subtenant (including, but not limited to, any construction
obligations or tenant improvement allowance provisions) shall be applicable to
any Extension Term.


 


(e)                                  Extension
Option Personal to Original Subtenant. 
The options to extend granted to Subtenant pursuant to this Paragraph
shall not be assignable to any successor or assign of Subtenant, and shall
terminate at the option of Sublandlord, if, at any time during the Sublease
Term or applicable extension term, Subtenant has subleased all or any portion
of the Sublease Premises to any other party.


 


(f)                                    Conditions
to Exercise or Termination of Option May Only Be Asserted By Sublandlord and
May Be Waived By Sublandlord.  The
conditions to the exercise by Subtenant of any Extension Option and the
conditions which may terminate Subtenant’s right to exercise the Extension
Options as set forth in this Paragraph 5, are solely for the benefit of
Sublandlord and any such conditions may be affirmatively


 


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waived by Sublandlord in
writing.  Subtenant may not, after the
giving of any Exercise Notice, assert that because any such condition is then
or thereafter not fully satisfied, that such condition renders such Exercise
Notice ineffective or entitles Subtenant to terminate the applicable Extension
Option.


 


(g)                                 Determination
of Base Rent During Extension Term.


 


(i)                                     Extension
Term Initial Base Rent.  The Base
Rent during the First Extension Term shall be Eighty-Six Thousand One Hundred
Sixty-Nine and 60/100ths Dollars (86,169.60) per month.  The Base Rent during the first year of the
Second Extension Term shall be equal to the greater of (1) the “Fair Market
Rental Value” of the Sublease Premises for the first year of the Second Extension
Term determined as provided herein or (2) the Base Rent for the last month of
the First Extension Term (as so determined pursuant to clause (1) or (2) above,
the “Second Extension Term Initial Base Rent”).


 


(ii)                                  Fair
Market Rental Value.  “Fair Market
Rental Value” as used herein shall mean: 
100% of the base rent and other amounts new or renewal tenants (who do
not have any below market renewal rights) at which tenants lease comparable
space as of the commencement of the Second Renewal Term.  For this purpose comparable space
(“Comparable Space”) shall be office, light manufacturing and research and
development space which is (i) not subleased; (ii) not subject to another
tenant’s expansion right; (iii) comparable in size, location, and quality to the
Sublease Premises, (iv) leased for a term comparable to the Second Renewal Term
and (v) located in comparable buildings. 
In determining the Fair Market Rental Value of the Sublease Premises
during the Extension Term, consideration shall be given to the uses of the
Sublease Premises permitted under this Sublease, the quality, size, design and
location of the Sublease Premises, the credit worthiness of the tenant, and the
rental value of comparable, improved, space located in the geographical area of
the Building (ignoring tenant improvement allowances, free rent periods, and
other tenant benefits/concessions typically associated with a new lease it
being acknowledged that the option to extend hereunder reflects Subtenant’s
negotiated right to defer its decision whether to initially lease the Sublease
Premises for such longer period of time, as opposed to Subtenant’s right to
enter into a new sublease).


 


(iii)                               Sublandlord
and Subtenant to Seek to Agree. 
Sublandlord and Subtenant shall have thirty (30) days after Sublandlord
receives the applicable Exercise Notice in which to seek to agree on the Second
Extension Term Initial Base Rent.  If
Sublandlord and Subtenant agree on the Second Extension Term Initial Base Rent during
the thirty (30) day period (or at any time thereafter), they immediately shall
execute an amendment to this Sublease confirming the Second Extension Term
Initial Base Rent as so agreed as the Base Rent for the first year of the
Second Extension Term.


 


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(iv)                              Selection
of Appraiser to Determine the Second Extension Term Initial Base Rent.  If Sublandlord and Subtenant are unable to
agree on the Second Extension Term Initial Base Rent within the thirty (30) day
period, then the Second Extension Term Initial Base Rent shall be determined by
an appraisal as herein set forth and the Second Extension Term Initial Base
Rent as so determined shall be binding upon Sublandlord and Subtenant.  Sublandlord and Subtenant shall appoint an
appraiser within ten (10) days after the expiration of such thirty (30) day
period.  If the Sublandlord and
Subtenant are unable to agree upon an appraiser, then either party may
immediately request the Presiding Judge of the San Francisco Superior Court to
make such selection.  Such appraiser
shall complete an appraisal within the next thirty (30) days.  The appraiser shall select the rental figure
named by Sublandlord or Subtenant which such appraiser feels most nearly
approximates the Fair Market Rental Value of the Sublease Premises.  The appraiser may not select any other
figure.  The decision of the appraiser
shall be final and binding.  The cost of
the appraisal shall be shared equally by Sublandlord and Subtenant.  Unless the parties agree on lesser
qualifications, to be appointed as an appraiser the person so appointed shall
hold the professional designation MAI awarded by the American Institute of Real
Estate Appraisers or such designation as may then be the preeminent
professional designation, hold any licenses which may then be required by law
and have at least three years current experience in appraisal of commercial
properties in the San Francisco Bay Area. 
Until the appraisal is completed Subtenant shall continue to pay the
Subtenant’s Base Rent for the last month of the First Extension Term.


 


(v)                                 Notice
to Sublandlord and Subtenant.  After
the Second Extension Term Initial Base Rent for the first year of the Second
Extension Term has been set by the appraiser pursuant to subparagraph (iv)
above, the appraiser shall notify Sublandlord and Subtenant immediately and
Sublandlord and Subtenant shall immediately execute an amendment to this
Sublease confirming the Second Extension Term Initial Base Rent as so
determined as the Subtenant’s Base Rent for the first year of the Second
Extension Term (and any increases thereto).


 


(vi)                              Base
Rent Third Extension Term.  Base
Rent during the Third Extension Term shall be determined through the process
set forth above, with references therein to “Second Extension Term” meaning “Third
Extension Term” and references therein to “First Extension Term” meaning
“Second Extension Term.”


 


6.                                       Incorporation of Master Lease.


 


(a)                                  This
Sublease is subject to all of the terms and conditions of the Master Lease, all
of which are hereby incorporated by reference. 
Except as provided in Paragraph 6(e) below, all references in the Master
Lease to “Landlord” and “Tenant” shall, for purposes of incorporation thereof
into this Sublease, mean and refer to


 


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Sublandlord and Subtenant,
respectively.  Subtenant hereby agrees
to be bound by the terms of the Master Lease and, with respect to the Sublease
Premises, hereby assumes and agrees to pay, perform and observe for the benefit
of Master Landlord and Sublandlord, each and all of the liabilities,
obligations, covenants, conditions and restrictions to be paid, performed or
observed by Sublandlord, as Tenant, under the Master Lease, except to the
extent any of the same are herein expressly acknowledged not to constitute an
obligation of Subtenant.  Without
limiting the foregoing, Subtenant shall not commit or permit to be committed on
the Sublease Premises any act or omission which shall violate any term,
covenant or condition of the Master Lease.


 


(b)                                 Notwithstanding
the foregoing, whenever any provision of the Master Lease incorporated herein
specifies a time period in connection with the payment or performance of any
liability or obligation by Subtenant hereunder, or any notice period or other
time condition to the exercise of any right or remedy by Sublandlord hereunder,
such time period shall be shortened in each instance by three (3) business days
for the purpose of incorporation into this Sublease.  Any default notice or other notice of any obligation (including
any billing or invoice for any Subtenant’s Rent or any other expense or charge
falling due under the Master Lease) from Master Landlord which is received by
Subtenant (whether directly or as a result of being forwarded by Sublandlord to
Subtenant) shall constitute such notice from Sublandlord to Subtenant under
this Sublease without the need for any additional notice from Sublandlord.  If Subtenant shall fail to pay any
installment of Subtenant’s Rent or any other expense or charge when due hereunder
or shall breach or default in the observance or performance of any conditions
or covenants to be observed or performed by Subtenant hereunder (including
under any of the applicable provisions of the Master Lease incorporated
herein), then Sublandlord shall have and may exercise all rights and remedies
against Subtenant as provided to Master Landlord in the event of default by
Sublandlord as set forth in the Master Lease (including, but not limited to,
the rights and remedies provided in Article 19.02 of the Master Lease).


 


(c)                                  This
Sublease is and shall be at all times subject and subordinate to the Master
Lease, including all rights of Master Landlord thereunder.  Without limiting the generality of the
foregoing, in the event of termination of Sublandlord’s interest under the
Master Lease for any reason (including, without limitation, upon the occurrence
of any casualty or condemnation pertaining to the Sublease Premises), this
Sublease shall terminate coincidentally therewith without any liability of Sublandlord
to Subtenant.  Sublandlord agrees that,
notwithstanding the provisions of Paragraph 12 below, so long as
Subtenant is not in Default hereunder beyond any applicable notice and cure
periods, Sublandlord shall not voluntarily terminate the Master Lease without
the prior written consent of Subtenant, which consent may be withheld in
Subtenant’s sole and absolute discretion.


 


(d)                                 In
the event of conflict between any provision of the Master Lease which is
incorporated herein as described above in this Paragraph 6 and any provision of
this Sublease, the latter shall control. 
In determining whether to grant or withhold any


 


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consent or approval hereunder,
Sublandlord may expressly condition the same upon the consent or approval of
Master Landlord, as applicable, if such consent or approval is required under
the Master Lease.


 


(e)                                  The
following provisions of the Master Lease are hereby acknowledged by Sublandlord
and Subtenant not to be incorporated by reference into this Sublease:  Article 2 (Term); Article 3 (Possession);
Article 4 (Rent); Article 13 (Indemnification); Article 27 (Construction
Changes); Article 31 (Notices); Article 39 (Basic Rent); Article 40 (Consent);
Section 42(A) (Assignment to Affiliates); Article 48 (Termination Contingency);
Article 49 (Brokers); Article 50 (Cross Default); Article 51 (Option to
Extend); Article 52 (Existing Tenant Improvements); Article 53 (Trade
Fixtures); and Exhibits A, B-1, C and D.


 


(f)                                    Sublandlord
and Subtenant agree that Sublandlord shall not be responsible or liable to
Subtenant for the performance or nonperformance of any obligations of Master
Landlord under the Master Lease, and in furtherance thereof agree as follows:


 


(i)                                     Notwithstanding
anything to the contrary contained in this Sublease, Sublandlord shall not be
required to (A) provide or perform any insurance and services (including
without limitation, the insurance described in Article 12 of the Master Lease)
or any alterations, improvements, improvement allowances or other construction
obligations as to the Sublease Premises that Master Landlord may have agreed to
provide or perform pursuant to the Mater Lease or as required by law, (B)
provide any utilities (including electricity) to the Sublease Premises that
Master Landlord may have agreed to furnish pursuant to any provision of the
Master Lease (or as required by law), (C) perform any maintenance or make any
of the repairs to the Sublease Premises or the Building that Master Landlord
may have agreed to perform or make (or as required by law), (D) comply with any
laws or requirements of governmental authorities regarding the maintenance or
operation of the Sublease Premises, (E) take any other action relating to the
operation, maintenance, repair, alteration or servicing of the Sublease
Premises that Master Landlord may have agreed to provide, furnish, make, comply
with, or take, or cause to be provided, furnished, made, complied with or taken
under the Master Lease, or (F) provide Subtenant with any rebate, credit,
allowance or other concession required of Master Landlord pursuant to the
Master Lease except to pass through to Subtenant any such rebate, credit,
allowance or concession that may in fact be granted by the Master Landlord,
with respect to the Sublease Premises during the term of this Sublease.
Sublandlord makes no representation or warranty of quiet enjoyment as to any
persons claiming by, through or under Master Landlord.


 


(ii)                                  Sublandlord
agrees, upon request of Subtenant, to use commercially reasonable efforts, at
Subtenant’s sole cost and expense, to cause Master Landlord to provide,
furnish, or comply with any of Master Landlord’s 


 


10



















 


 


obligations
under the Master Lease (provided, however, that Sublandlord shall not be
obligated to use such efforts or take any action which, in Sublandlord’s
reasonable judgment, might give rise to a default by Sublandlord under the
Master Lease).  If Master Landlord shall
default in the performance of any of its obligations under the Master Lease or
at law, Sublandlord shall, upon request and at the expense of Subtenant,
cooperate with Subtenant in the prosecution of any action or proceeding which
Sublandlord, in its reasonable judgment, deems meritorious, in order to have
Master Landlord (A) make such repairs, furnish such electricity, provide such
services or comply with any other obligation of Master Landlord under the
Master Lease or as required by law, and/or (B) compensate Subtenant for any
earlier default by Master Landlord in the payment or performance of its
liabilities and obligations under the Master Lease during the Sublease Term.


 


(iii)                               The
indemnity obligation of Subtenant as set forth in Paragraph 9(b) shall apply to
any claims of Master Landlord arising from or in connection with any such
request, action or proceeding referred to in clause (ii) above.


 


(iv)                              Subtenant
shall not make any claim against Sublandlord for any damage which may arise by
reason of:  (i) the failure of Master
Landlord to keep, observe or perform any of its obligations under the Master
Lease; or (ii) the acts or omissions of Master Landlord or its agents,
contractors, employees, invitees or licensees.


 


(g)                                 
Subtenant agrees that any waiver of liability, waiver of subrogation rights, or
indemnification provisions in the Master Lease which are incorporated herein as
waivers or obligations of Subtenant (including, without limitation, Article 12
of the Master Lease), shall be deemed expanded so as to provide for Subtenant to
make such waivers and provide such indemnities not only in favor of
Sublandlord, but also in favor of Master Landlord, and the respective
affiliated employees, agents and the like of both Sublandlord and Master
Landlord as enumerated in such provisions.


 


7.                                       Insurance.  Subtenant shall comply in all respects with the provisions of
Articles 10 and 11 of the Master Lease with regard to the maintenance of
insurance.  Such insurance shall name, as
additional insureds, Master Landlord, Sublandlord and any other parties
required to be named under the terms of the Master Lease, and a policy or
certificate thereof shall be provided to Sublandlord not later than two
business days prior to the commencement of the term of this Sublease.  The maintenance of insurance coverage with
respect to the Sublease Premises and any property of Subtenant shall be the
sole obligation of Subtenant.  All
insurance required to be maintained by Subtenant shall provide for thirty (30)
days prior written notice to Sublandlord and Master Landlord in the event of
any termination or reduction in coverage of such insurance.


 


11



















 


8.                                       Surrender and Holdover.


 


(a)                                  As
soon as its right to possession ends, Subtenant will surrender the Sublease
Premises to Sublandlord in as good repair and condition as when Subtenant first
occupied, except for reasonable wear and tear, and for damage or destruction by
fire or other casualty for which Subtenant is not otherwise responsible.  Subtenant will concurrently deliver to
Sublandlord all keys to the Sublease Premises, and restore any locks which it
has changed to the system which existed at the commencement of the Term.  If possession is not immediately
surrendered, Sublandlord may enter upon and take possession of the Sublease
Premises and expel or remove Subtenant and any other person who may be
occupying the Sublease Premises or any part thereof.


 


(b)                                 Under
no circumstances shall Subtenant be permitted to holdover following the end of
the term of this Sublease.  Accordingly,
if Subtenant has not fully surrendered possession of the Sublease Premises in
the manner required hereunder on or before termination of this Sublease, all of
the terms, covenants and agreements hereof shall continue to bind Subtenant to
the extent applicable, except that (a) the monthly Subtenant’s Base Rent shall
be equal to one-hundred-fifty percent (150%) of Subtenant’s Base Rent payable
by Subtenant under this Sublease for the month immediately preceding such
holdover period, and (b) Subtenant shall indemnify and defend Sublandlord
against, and hold Sublandlord harmless from, any and all claims, losses and
liabilities for damages, consequential or otherwise, resulting from Subtenant’s
failure to surrender possession, including, without limitation, any such claims
by Master Landlord or any successor tenant of all or any portion of the
Premises.


 


9.                                       Waiver and Indemnification.


 


(a)                                  Sublandlord
shall not be liable or responsible in any way for, and Subtenant hereby waives
all claims against Sublandlord with respect to or arising out of, (i) any
death, illness or injury of any nature whatsoever that may be suffered or
sustained by Subtenant or its employees, agents, customers, licensees, invitees
or guests, or by any other person, from any causes whatsoever, or (ii) any loss
or damage or injury to any property in, on or about the Sublease Premises
belonging to Subtenant or its employees, agents, customers, licensees, invitees
or guests, or by any other person, except to the extent such injury or damage
is caused solely by the active negligence or willful misconduct of, or breach
of this Sublease by, Sublandlord.


 


(b)                                 Subtenant
shall hold Sublandlord harmless from, and defend and indemnify Sublandlord
against, and all losses, damages, claims, liability, expense or costs
(including reasonable attorneys’ fees) arising out of, from, or in connection
with (i) Subtenant’s use or occupancy of the Sublease Premises (including, but
not limited to, any damage to any property or injury, illness or death of any person
occurring in, on, or about the Sublease Premises, or any part thereof, arising
at any time and from any cause whatsoever) or (ii) any breach or default by
Subtenant under this Sublease, including the failure of Subtenant to pay,
perform, observe or comply with any liability, obligation,


 


12



















 


covenant, condition or restriction imposed on Sublandlord under the
Master Lease which has been incorporated herein as a liability, obligation,
covenant, condition or restriction required to be paid, performed or observed
by Subtenant hereunder (including, but not limited to any liability to, or
indemnity obligation in favor of, Master Landlord either under the Master Lease
or at law or in equity), except to the extent such loss, damage, claim,
liability, expense or cost is caused solely by the active negligence or willful
misconduct of or breach of this Sublease by Sublandlord.


 


10.                                 Hazardous Materials.


 


(a)                                  Subtenant
shall not, and Subtenant shall not permit any of its employees, agents,
customers, licensees, invitees or guests, or any other person to, manage,
handle, store or use in any way in, on or about the Sublease Premises or the
Building any Toxic or Hazardous Materials (including but not limited to any
petroleum products and radioactive materials) of any kind whatsoever (excluding
reasonable amounts of customary office supplies and those Toxic or Hazardous
Materials described on Exhibit B attached hereto).  For purposes of this Section 10, “Toxic or
Hazardous Materials” shall mean any product, substance, chemical, material or
waste whose presence, nature, quality and/or intensity or existence, use,
manufacture, disposal, transportation, spill, release or effect, either by
itself or in combination with other materials expected to be in the Sublease
Premises or Building is either (i) potentially injurious to public health,
safety or welfare, the environment or the Sublease Premises or Building; or
(ii) regulated or monitored by any governmental authority.


 


(b)                                 Subtenant
shall, at its sole cost and reasonable expense, on or before the Sublease
Commencement Date and on or about the end of the Sublease Term, as the same may
be extended, hire a qualified environmental consultant, reasonably acceptable
to Sublandlord, to determine whether, on each such date, the Sublease Premises
are in compliance with all Environmental Laws (the “Initial Report” and “Final
Report”, respectively).  Subtenant shall
submit to Sublandlord a report from such environmental consultant which discusses
the environmental consultant’s findings. 
Subtenant shall at the end of the Sublease Term, as the same may be
extended, surrender the Sublease Premises to Sublandlord, with all fume hoods
closed in compliance with Environmental Laws. 
Subtenant shall surrender the Sublease Premises to Sublandlord at the
end of the Sublease Term, as the same may be extended, in condition such that
all Hazardous Materials existing in the Sublease Premises (or the surrounding
property) shown in the Final Report, but not shown in the Initial Report have
been cleaned-up and remediated in accordance with all Environmental Laws.  Subtenant shall be solely responsible for
all investigation and clean up of any Hazardous Materials which came to be
located on the Premises (or surrounding property) due to the acts or omissions
of Subtenant or Subtenant’s employees, agents, customers, assignees,
sub-subtenants, contractors, licensees, invitees or guests.


 


(c)                                  As
contemplated by Article 43 of the Master Lease, Subtenant shall, on the
anniversary of the commencement of the Master Lease Term, hire a qualified


 


13



















 


environmental consultant
reasonably acceptable to Sublandlord and Master Landlord to determine whether
Subtenant is in compliance with all Governmental Regulations (as defined in the
Master Lease) pertaining to Hazardous Materials (as defined in the Master
Lease). Subtenant shall submit to Master Landlord and to Sublandlord a report
from such environmental consultant which discusses the environmental
consultant’s findings within two (2) months of each Anniversary Date (as
defined in the Master Lease) (the “Annual Environmental Report”).  Subtenant shall promptly take all steps
necessary to correct any and all problems identified by the environmental
consultant and provide Master Landlord and Sublandlord with documentation of
all such corrections.  Sublandlord shall
reimburse Subtenant for the actual reasonable costs Subtenant pays to such qualified
environmental consultant for preparing the Annual Environmental Report, provided
that in no event shall Sublandlord be required to reimburse Subtenant in
excess of Three Thousand Dollars ($3,000) per year for such costs.  Subtenant shall provide Sublandlord with a
written invoice evidencing such costs.


 


(d)                                 Subtenant
shall, at Subtenant’s sole cost and expense, and with counsel reasonably
acceptable to Sublandlord, indemnify, defend and hold harmless Sublandlord and
Sublandlord’s shareholders, directors, officers, employees, partners, members,
affiliates, agents, successors and assigns with respect to all losses arising
out of or resulting from the release of any Toxic or Hazardous Materials in or
about the Sublease Premises or Building, or the violation of any Environmental
Law (as defined below), by Subtenant or Subtenant’s employees, agents,
customers, assignees, sub-subtenants, contractors, licensees, invitees or
guests.


 


(e)                                  Sublandlord
shall, at Sublandlord’s sole cost and expense, and with counsel reasonably
acceptable to Subtenant indemnify, defend and hold harmless Subtenant and
Subtenant’s shareholders, directors, officers, employees, partners, members,
affiliates, agents, successors and assigns with respect to all losses arising
out of or resulting from the release of any Toxic or Hazardous Materials in or
about the Sublease Premises or Building, or the violation of any Environmental
Law (as defined below), by Sublandlord or Sublandlord’s employees, agents,
customers, contractors, licensees, invitees or guests.


 


For purposes of this Section 10, Environmental Laws include any
federal, state or local law, regulation, ordinance or requirement (including
consent decrees and administrative orders) imposing liability or standard of
conduct concerning any Toxic or Hazardous Materials, including without
limitation, Comprehensive Environmental Response, Compensation, and Liability
Act of 1980 (CERCLA) (42 United States Code sections 9601-9675) and Resource
Conservation and Recovery Act of 1976 (RCRA) (42 United States Code section
6901-6992k).  The provisions of this
Paragraph 10 shall survive the expiration or earlier termination of this
Sublease.


 


11.                                 Notices.  Subtenant hereby designates the party set forth below as the sole
representative of Subtenant authorized to give and receive all notices and
other communications on behalf of Subtenant under this Sublease.  All notices, demands,


 


14



















 


statements and other
communications that may or are required to be given by either party to the
other hereunder shall be in writing and shall be (i) personally delivered to
the address or addressee provided herein or sent via facsimile to the fax
number provided below, or (ii) sent by first class United States mail, postage
prepaid, or (iii) delivered by a reputable messenger or overnight courier
service and, in any case, addressed as follows:


 


	
  If to
  Sublandlord:

  	
   

  	
  Abgenix,
  Inc.

  
	
   

  	
   

  	
  6701 Kaiser
  Drive

  
	
   

  	
   

  	
  Fremont, CA
  94555

  
	
   

  	
   

  	
  Attn: Chief
  Financial Officer

  
	
   

  	
   

  	
   

  
	
  with a copy
  to:

  	
   

  	
  Abgenix,
  Inc.

  
	
   

  	
   

  	
  6701 Kaiser
  Drive

  
	
   

  	
   

  	
  Fremont, CA
  94555

  
	
   

  	
   

  	
  Attn:
  General Counsel

  
	
   

  	
   

  	
   

  
	
  If to
  Subtenant:

  	
   

  	
  Protein
  Design Labs, Inc.

  
	
   

  	
   

  	
  34801 Campus
  Drive

  
	
   

  	
   

  	
  Fremont, CA
  94555

  
	
   

  	
   

  	
  Attn:
  General Counsel

  



 


Notices shall be deemed to have
been fully given upon actual delivery thereof to the address or addressee
provided above or, if delivery thereof is refused, then upon such refusal to
accept delivery (provided that there is reasonable evidence of such
refusal).  Either party shall have the
right upon ten (10) days prior notice to the other to change its address for
notice as provided above.


 


12.                                 If
Master Landlord and Sublandlord jointly and voluntarily elect, for any reason
whatsoever, to terminate the Master Lease prior to the scheduled Master Lease
termination date, then this Sublease (if then still in effect) shall terminate
concurrently with the termination of the Master Lease.  Subtenant expressly acknowledges and agrees
that (1) the voluntary termination of the Master Lease by Master Landlord and
Sublandlord and the resulting termination of the Sublease shall not give
Subtenant any right or power to make any legal or equitable claim against
Master Landlord, including without limitation, any claim for interference with
contract or interference with prospective economic advantage, and (2) Subtenant
hereby waives any and all rights it may have under law or at equity against
Landlord to challenge such an early termination of the Sublease and
unconditionally releases and relieves Master Landlord, and its officers,
directors, employees and agents from any and all claims, demands, and/or causes
or action whatsoever (collectively, “Claims”), whether such matters are known
or unknown, latent or apparent, suspected or unsuspected, foreseeable or
unforeseeable, which Subtenant may have arising out of or in connection with
any such early termination of this Sublease. 
Subtenant knowingly and intentionally waives any and all protection
which is or may be given by Section 1542 of the California Civil Code which


 


15



















 


provides, as follows: “A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with debtor”.


 


The term of
the Sublease is therefore subject to early termination, Subtenant’s initials
below evidence (a) Subtenant’s consideration of and agreement to this early
termination provision, (b) Subtenant’s acknowledgment that, in determining the
net benefits to be derived by Subtenant under the terms of his Sublease,
Subtenant has anticipated the potential for early termination, and (c)
Subtenant’s agreement to the general waiver and release of Claims set forth
above.


 




	
  Initials: 

  	
  /s/ KL

  	
   

  	
  /s/ GLS

  
	
   

  	
  Sublandlord

  	
  Subtenant

  






 


13.                                 Personal Property.


 


(a)                                  Subtenant
shall have the use of Sublandlord’s existing cubicles and the furniture set
forth on Exhibit C attached hereto (the “Personal Property”) for
the Sublease Term at no additional cost to Subtenant.  After Subtenant has had an opportunity to inventory the Personal
Property actually located at the Sublease Premises, compare the same with
Exhibit C, and determine which Personal Property items Subtenant desires to
use, but in no event later than sixty (60) days following the Sublease
Commencement Date, Subtenant shall prepare a revised Exhibit C, subject to
timely approval by Sublandlord, Exhibit C, as so revised, shall be substituted
for Exhibit C initially attached hereto. 
Subtenant and Sublandlord shall cooperate, to remove from the Sublease
Premises any items which were listed in the initial Exhibit C, but deleted from
the revised Exhibit C.  Sublandlord
shall assume control over and responsibility for such items and such items
shall be omitted from the definition of Personal Property used hereunder from
and after the date of removal of such items. 
Subject to the foregoing sentence, the Personal Property shall remain in
the Sublease Premises at all times, provided that Subtenant may store the same
off-site with Sublandlord’s prior written consent.  Subtenant has not relied upon or been induced by any statements
or representations of any person with respect to the physical condition of the
Personal Property or with respect to any matter affecting the Personal Property
that might be pertinent in considering the use of the Personal Property.  Subtenant has relied solely on such
examinations and inspections as Subtenant has chosen to make or have made on
its behalf.  Subtenant acknowledged that
it has been afforded the opportunity for full and complete examinations and
inspections and upon taking possession of the Personal Property, Subtenant
shall be deemed to have accepted the Personal Property in its “as-is”
condition.  Upon termination of the
Sublease, all of the Personal Property shall remain on or be returned to the
Sublease Premises in the same condition that such Personal Property was in as
of the Sublease Commencement Date, normal wear and tear excepted.


 


(b)                                 Prior
to the end of the Sublease Term, Subtenant shall repair any damage to the
Personal Property resulting from causes other than ordinary wear and tear.


 


16



















 


Subtenant assumes and shall
bear all risk of loss of and damage to the Personal Property from any and every
cause whatsoever (whether insured or uninsured, except ordinary wear and tear),
and, except as otherwise provided herein, shall be obligated to repair or
replace any Personal Property so damaged. 
In the event any Personal Property is damaged by either an insured or
uninsured cause to the extent that it is not commercially reasonable to repair
the same (taking into consideration both the useful life of the respective item
of Personal Property and the then remaining term of this Sublease), Sublandlord
and Subtenant shall discuss the same and reasonably agree upon the removal and
disposal of such items of Personal Property, but no such removal or disposal
shall result in any reduction of the Subtenant’s Rent payable under this
Sublease, and Subtenant shall be responsible for paying to Sublandlord the
reasonable value of any such item to be so disposed (determined as of the date
immediately preceding the occurrence of such damage), reduced by any salvage
value realized by Sublandlord from the disposal of the same.


 


14.                                 Alterations. Notwithstanding anything
to the contrary contained in the Master Lease, Subtenant shall not make any
alterations, improvements or installations (collectively, “Subtenant
Alterations”) in or to the Sublease Premises without the prior written consent
of Sublandlord and Master Landlord. 
Sublandlord, at its sole option, may, however, require as a condition to
the granting of any such consent, that Subtenant provide to Sublandlord, at Subtenant’s
sole cost and expense, a lien and completion bond in an amount equal to one and
one-half (11/2) times any and all estimated costs of any
Subtenant Alterations, to insure Sublandlord against any liability for
mechanics’ and materialmen’s liens and to insure completion of the work;
provided, however, that if Subtenant is required and provides such bond under
Article 7 of the Mater Lease, then no bond shall be required under this
Paragraph 14.  Subtenant shall give
Sublandlord written notice of Subtenant’s intention to perform any work on the
Sublease Premises at least twenty (20) days prior to the commencement of such
work to enable Sublandlord to post and record an appropriate Notice of
Nonresponsibility or other notice deemed proper before the commencement of any
such work.  All Subtenant Alterations
shall be subject to the terms and conditions of the Master Lease, including
without limitation, the obligation to remove such Subtenant Alterations at the
end of the Sublease Term and restore the Sublease Premises to its original
condition if so required by Sublandlord or Master Landlord.  All Subtenant Alterations shall be performed
by a contractor approved by Sublandlord and Master Landlord.


 


15.                                 Brokers. Subtenant and Sublandlord
respectively warrant and represent to each other that it has dealt with no
leasing agent or broker in connection with this Sublease except for Cresa
Partners and Cornish and Carey Commercial (“Broker”).  Subtenant and Sublandlord each agree to indemnify, defend and
hold the other party harmless from and against any claims arising out of a
breach of the foregoing representation and warranty.  Sublandlord agrees that it shall be responsible for paying a
commission to the Broker in accordance with a separate agreement.


 


17



















 


16.                                 Assignment and Subletting


 


(a)                                  The
terms of Article 16 of the Master Lease are incorporated herein by reference
with regard to further transfers or assignments of this Sublease or subletting
of any portion of the Sublease Premises by Subtenant; provided, however, that
Subtenant shall pay to Sublandlord, as Subtenant’s Additional Rent, fifty
percent (50%) of any Excess Rent (as defined in the Master Lease) received by
Subtenant from any transfer, assignment or sublease consented to by Sublandlord
and Master Landlord, after Master Landlord has recovered any Excess Rent to
which it may be entitled pursuant to the provisions of Article 16 of the Master
Lease.


 


(b)                                 No
transfer, assignment, or sublease by Subtenant, nor the consent of the
Sublandlord thereto, shall relieve Subtenant from its obligations hereunder,
and consent of Sublandlord to any assignment or subletting, shall not be deemed
to constitute consent to any subsequent transfer, assignment or subletting.


 


17.                                 Intentionally Omitted.


 


18.                                 Financial Statements. Subtenant
represents, warrants and covenants that any financial statements heretofore or
hereafter furnished to Sublandlord, in connection with this Sublease, are
accurate and are not materially misleading. 
At any time (but not more frequently than once each twelve months during
the Sublease Term), Subtenant shall, upon ten (10) days prior written notice,
provide Sublandlord with a current quarterly financial statement and the last
annual statement, which are to have been prepared in accordance with generally
accepted accounting principles and, if such is Subtenant’s normal practice and
the audit has been completed, the annual statement as so audited and as
publicly filed.


 


19.                                 Miscellaneous.


 


(a)                                  The
parties agree that during the Sublease Term Subtenant shall have the use of the
emergency generator located on the Property. 
Subtenant shall be responsible, at it’s cost and expense, for
maintaining all permits necessary for the maintenance and operation of such
emergency generator.


 


(b)                                 This
Sublease may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one instrument.


 


(c)                                  This
Sublease cannot be changed or terminated orally.  All informal understandings and agreements heretofore made
between the parties are merged in this Sublease, which alone fully and
completely expresses the agreement between Sublandlord and Subtenant as to the
subleasing of the Sublease Premises.


 


(d)                                 Each
and every indemnification obligation set forth in this Sublease, or
incorporated into this Sublease from the Master Lease, shall survive the
expiration or earlier termination of the term of this Sublease.


 


18



















 


(e)                                  If,
for any reason, any suit be initiated between Sublandlord and Subtenant to
enforce any provision of this Sublease, the prevailing party shall be entitled
to legal costs, expert witness expenses, and reasonable attorneys’ fees, as
fixed by the court.


 


(f)                                    This
Sublease shall not become effective and shall not be deemed to be an offer to
sublease or create any rights or obligations between Subtenant or Sublandlord
unless and until Sublandlord and Subtenant have executed and delivered the
same, and Master Landlord has executed and delivered a consent to this Sublease
in a form reasonably acceptable to Sublandlord and Subtenant, or shall
otherwise have been deemed to have granted its consent to this Sublease
pursuant to the provisions of the Master Lease.  If no such consent to this Sublease is given or deemed given by
Master Landlord within thirty (30) days after the delivery of a copy of the
fully executed Sublease to Master Landlord, then either Sublandlord or
Subtenant shall have the right, by written notice to the other, to terminate
this Sublease at any time prior to such consent from Master Landlord being
given or deemed given.  By delivering
this Sublease, each party hereby represents and warrants to the other that such
execution and delivery has been duly authorized by all necessary corporate or
partnership action and that the person(s) executing same have been duly
authorized to do so.


 


(g)                                 Subject
to the restrictions on assignment set forth in this Sublease, this Sublease
shall be binding on and shall inure to the benefit of the parties hereto and their
respective successors and assigns.


 


(h)                                 The
parties mutually acknowledge that this Sublease has been negotiated at arm’s
length.  The provisions of this Sublease
shall be deemed to have been drafted by all of the parties and this Sublease
shall not be interpreted or constructed against any party solely by virtue of
the fact that such party or its counsel was responsible for its preparation.


 


19



















 


IN WITNESS
WHEREOF, the parties have executed this Sublease as of the date set forth
above.


 


	
  SUBLANDLORD:

  	
  ABGENIX,
  INC.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kurt
  Lentzinger

  	
   

  
	
   

  	
  Name:

  	
  Kurt
  Lentzinger

  	
   

  
	
   

  	
  Its:

  	
  CFO

  	
   

  
	
   

  	
   

  
	
  SUBTENANT:

  	
  PROTEIN
  DESIGN LABS, INC.,

  
	
   

  	
  a Delaware
  corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Glen
  Sato

  	
   

  
	
   

  	
  Name:

  	
  GLEN SATO

  	
   

  
	
   

  	
  Its:

  	
  SR VP, CFO

  	
   

  
								



 


20