**Exhibit 10.9****NET****INDUSTRIAL SPACE LEASE****by and between****Tasman V, LLC****as Landlord****and****Adeza Biomedical Corporation****as Tenant**
 

 
**TABLE OF CONTENTS**     **ARTICLE I:    REFERENCES**  **1**      1.1REFERENCES   1      **ARTICLE 2:    LEASED PREMISES, TERM AND POSSESSION**  **2**      2.1 DEMISE OF LEASED PREMISES   2 2.2 RIGHT TO USE COMMON AREAS   2 2.3 LEASE COMMENCEMENT DATE AND LEASE TERM   2 2.4 DELIVERY OF POSSESSION   2 2.5 ACCEPTANCE OF POSSESSION   3 2.6 SURRENDER OF POSSESSION   3 2.7 EARLY OCCUPANCY   3      **ARTICLE 3:**  **RENT, LATE CHARGES AND SECURITY DEPOSITS**  **3**      3.1 BASE MONTHLY RENT   3 3.2 ADDITIONAL RENT   3 3.3 YEAR-END ADJUSTMENTS   4 3.4 LATE CHARGE AND INTEREST ON RENT IN DEFAULT   4 3.5 PAYMENT OF RENT   4 3.6 PREPAID RENT   4 3.7 SECURITY DEPOSIT   4      **ARTICLE 4:**  **USE OF LEASED PREMISE AND COMMON AREAS**  **5**      4.1 PERMITTED USE   5 4.2 GENERAL LIMITATIONS ON USE   5 4.3 NOISE AND EMISSIONS   5 4.4 TRASH DISPOSAL   5 4.5 PARKING   5 4.6 SIGNS   6 4.7 COMPLIANCE WITH LAWS   6 4.8 COMPLIANCE WITH INSURANCE REQUIREMENTS   6 4.9 LANDLORD’S RIGHT TO ENTER   6 4.10 CONTROL OF COMMON AREAS   6 4.11 RULES AND REGULATIONS   7 4.12 ENVIRONMENTAL PROTECTION   7      **ARTICLE 5:    REPAIRS, MAINTENANCE, SERVICES AND UTILITIES**  **7**      5.1 REPAIRS AND MAINTENANCE   7 5.2 SERVICES AND UTILITIES   7 5.3 ENERGY AND RESOURCE CONSUMPTION   8 5.4 LIMITATION OF LANDLORD’S LIABILITY   8      **ARTICLE 6:    ALTERATIONS AND IMPROVEMENTS**  **8**      6.1 BY TENANT   8 6.2 OWNERSHIP OF IMPROVEMENTS   8 6.3 ALTERATIONS REQUIRED BY LAW   8 6.4 LIENS   9      **ARTICLE 7:    ASSIGNMENT AND SUBLETTING BY TENANT**  **9**      7.1 BY TENANT   9 7.2 MERGER OR REORGANIZATION   9 7.3 LANDLORD’S ELECTION   9 7.4 CONDITIONS TO LANDLORD’S CONSENT   9 7.5 ASSIGNMENT CONSIDERATION AND EXCESS RENTAL DEFINED  10 7.6 PAYMENTS  10 7.7 GOOD FAITH  10 7.8 EFFECT OF LANDLORD’S CONSENT  10 
 

 
     **ARTICLE 8:    LIMITATIONS ON LANDLORD’S LIABILITY AND INDEMNITY**  **10**      8.1 LIMITATION ON LANDLORD’S LIABILITY AND RELEASE  10 8.2 TENANT’S INDEMNIFICATION OF LANDLORD  11      **ARTICLE 9:    INSURANCE**  **11**      9.1 TENANT’S INSURANCE  11 9.2 LANDLORD’S INSURANCE  12 9.3 MUTUAL WAIVER OF SUBROGATION  12      **ARTICLE 10:    DAMAGE TO LEASED PREMISES**  **12**      10.1 LANDLORD’S DUTY TO RESTORE  12 10.2 LANDLORD’S RIGHT TO TERMINATE  12 10.3 TENANT’S RIGHT TO TERMINATE  13 10.4 TENANT’S WAIVER  13 10.5 ABATEMENT OF RENT  13      **ARTICLE 11:    CONDEMNATION**  **13**      11.1 LANDLORD’S RIGHT TO TERMINATE  13 11.2 TENANT’S RIGHT TO TERMINATE  13 11.3 TEMPORARY TAKING  13 11.4 RESTORATION AND ABATEMENT OF RENT  13 11.5 DIVISION OF CONDEMNATION AWARD  14      **ARTICLE 12:    DEFAULT AND REMEDIES**  **14**      12.1 EVENTS OF TENANT’S DEFAULT  14 12.2 LANDLORD’S REMEDIES  14 12.3 LANDLORD’S DEFAULT AND TENANT’S REMEDIES  15 12.4 LIMITATION ON TENANT’S RECOURSE  15 12.5 TENANT’S WAIVER  15      **ARTICLE 13:    GENERAL PROVISIONS**  **15**      13.1 TAXES ON TENANT’S PROPERTY  15 13.2 HOLDING OVER  16 13.3 SUBORDINATION  16 13.4 TENANT’S ATTORNMENT UPON FORECLOSURE  16 13.5 LENDER PROTECTION  16 13.6 ESTOPPEL CERTIFICATES  16 13.7 TENANTS’ FINANCIAL INFORMATION  16 13.8 TRANSFER BY LANDLORD  17 13.9 FORCE MAJEURE  17 13.10 NOTICES  17 13.11 ATTORNEY’S FEES  17 13.12 DEFINITIONS  17 13.13 GENERAL WAIVERS  18 13.14 MISCELLANEOUS  18      **ARTICLE 14:    CORPORATE AUTHORITY, BROKERS AND ENTIRE AGREEMENT**  **19**      14.1 CORPORATE AUTHORITY  19 14.2 BROKERAGE COMMISSIONS  19 14.3 ENTIRE AGREEMENT  19 14.4 LANDLORD’S REPRESENTATIONS  19      **ADDENDUM TO INDUSTRIAL SPACE LEASE**  **20**      15.1 PAYMENT OF PROJECT MAINTENANCE COSTS  20 15.2 CONDITION OF THE PREMISES  20 15.3 EARLY OCCUPANCY  20 15.4 OPTION TO EXTEND  20 15.6 EFFECT OF ADDENDUM  20 
 

 
**NET INDUSTRIAL SPACE LEASE**     THIS LEASE, dated **July 1, 2005** for reference purposes only, is made by and between**Tasman V, LLC** (“Landlord”) and **Adeza Biomedical Corporation** (“Tenant”), to beeffective and binding upon the parties as of the date of the designated signatories to the Leaseshall have executed this Lease (the “Effective Date of this Lease”).**ARTICLE I:    REFERENCES**      ***1.1 REFERENCES***     All references in this Lease (subject to any further clarifications contained in this Lease)to the following terms shall have the following meaning or refer to the respective address, person,date, time period, amount, percentage, calendar year or fiscal year as below set forth.   A. Tenant’s Address for Notices: **1240 Elko Drive**     **Sunnyvale, Ca 94089**         B. Tenant’s Representative: **Emory V. Anderson**             Phone Number: **408-745-0975**         C. Landlord’s Address for Notices: **c/o SARATOGA MANAGEMENT CO.**     **4125 Blackford Avenue, Suite 250**     **San Jose, CA 95117**         D. Landlord’s Representative: **Saratoga Management Co.**             Phone Number: **408-249-8105**   E. Intended Commencement Date: **July 15, 2005**   F. Intended Term: **11 months,**  **co-terminus with 1240 Elko Dr.**   G. Lease Expiration Date: **September 30, 2006**   H. Tenant’s Punchlist Period: **Fifteen (15) days**   I. First Month’s Prepaid Rent: **$2,500.00**   J. Last Month’s Prepaid Rent: **none**   K. Tenant’s Security Deposit: **$2,500.00**   L. Late Charge Amount: **Five-(5%) percent**   M. Real Property Tax Base Year: **N/A, triple net**   N. Insurance Base Year: **N/A, triple net**   O. Tenant’s Required Liability Coverage: **$1,000,000 single limit**   P. Tenant’s Number of Parking Spaces: **Seventeen (17)**   Q. Brokers: **Saratoga Management Co., Inc.**                          R. Project: That certain real property situated in the City of **Sunnyvale** County of**Santa Clara,**State of California, as presently improvedwith **two** (**2**) building(s), which real property is shown on the Site Plan attachedhereto at Exhibit “A” and is commonly known as or otherwise described as follows: **5,000 squarefeet, more or less, of the two (2) building complex at 1257 Tasman Drive and 1233-1239 ReamwoodAvenue consisting of 37,600 square feet.**     S. Building: That certain Building within the Project in which the leased Premises arelocated, which Building is shown outlined in black on Exhibit “A” hereto.     T. Common Areas: The “Common Areas” shall mean those areas within the Project which arelocated outside the buildings and which are provided and designated by Landlord from time to timefor general use by tenants of the Project including driveways, pedestrian walkways, parking spaces,landscaped areas and enclosed trash disposal areas.
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     U. Leased Premises: That certain interior space within the Building which space is shownoutlined in **black** on the Floor Plan attached hereto as Exhibit “B” consisting ofapproximately **5000** square feet and, for purposes of this Lease, agreed to containsaid number of square feet. The Leased Premises are commonly known as or otherwise described asfollows: **that 5,000 square feet, 1237 Reamwood Avenue, of a 20,000 square foot building at1233-1239 Reamwood Avenue, Sunnyvale CA, APN #104-58-007.**     V. Base Monthly Rent: The term “Base Monthly Rent” shall mean the following:     Period Base Monthly Rent**August 1, 2005 – September 30, 2006** **$****2500.00**      W. Permitted Use: The term “Permitted Use” shall mean the following:     **Warehouse and office**     X. Exhibits: The term “Exhibits” shall mean the Exhibits to this Lease which are described asfollows:Exhibit “A” — Site Plan showing the Project and delineating the Building in whichthe Leased Premises are located.