Exhibit
10.18


SUBLEASE


This
Sublease (“Sublease”),
dated for reference purposes only May 18, 2004, is entered into by and between
Pfizer Inc, a Delaware corporation (“Sublandlord”), and Accelrys, Inc., a
Delaware corporation (“Subtenant”).


RECITALS


A.            Sublandlord leases certain premises consisting of
approximately 61,211 square feet of rentable area (the “Premises”) commonly
known as Floors 4 through 6 in the building commonly known and addressed as
10188 Telesis Court, San Diego, CA 92121 (the “Building”), pursuant to that
certain Lease between Sublandlord, as tenant, and LNR Seaview, Inc., a
California corporation, as landlord (“Master Landlord”), dated as of
December 21, 2001 (the “Master Lease”). 
A true and complete copy of the Master Lease is attached as Exhibit A
to this Sublease and incorporated by this reference, and the Premises are
depicted on Exhibit B to the Master Lease. 
Capitalized terms herein not otherwise defined herein shall have the
same meanings as provided in the Master Lease.


B.            Sublandlord desires to sublease the Premises to
Subtenant, and Subtenant desires to sublease the Premises from Sublandlord,
upon the terms and conditions provided for herein.


NOW,
THEREFORE, in
consideration of the mutual covenants and conditions contained herein,
Sublandlord and Subtenant covenant and agree as follows:


Agreement


1.             Premises. 
Sublandlord hereby subleases the Premises to Subtenant, and Subtenant
hereby takes and hires the Premises from Sublandlord, on and subject to the
terms, covenants and conditions set forth in this Sublease.


2.             Term.


(a)           The term of this
Sublease (the “Sublease Term”) shall commence on September 1, 2004 (the “Commencement
Date”).  Conditioned upon its receipt of
Master Landlord’s consent to this Sublease pursuant to Section 12 below, and
subject to compliance with all of the requirements set forth in this Sublease,
including but not limited to obtaining any required consent from Landlord and
Sublandlord to any proposed alterations and providing both Landlord and
Sublandlord with any required notice and documentation with respect to any
alterations, Subtenant shall have the right to enter the Premises prior to the
Commencement Date to take reasonable preparatory measures for its occupancy of
the Premises, including, without limitation, the installation of its tenant
improvements, trade fixtures, furnishings, telephone and computer
equipment.  Such entry shall be subject
to all of the terms and conditions of this Sublease, including but not limited
to insurance and indemnity obligations, except that such entry shall not have
any affect upon the Minimum Rent Commencement Date, which shall remain January
1, 2007.  The term of this Sublease shall
expire, unless 


 


1























  


 


sooner terminated pursuant
to the provisions set forth herein, on July 31, 2013 (the
“Expiration Date”).


(b)           If for any reason
Sublandlord cannot deliver possession of the Premises to Subtenant by the
Commencement Date, Sublandlord shall not be subject to any liability therefor,
nor shall such failure affect the validity of this Sublease or the obligations
of Subtenant hereunder (except as hereinafter provided) or extend the Sublease
Term, but in such case Subtenant shall not be obligated to pay Rent until
possession of the Premises is tendered to Subtenant.  Notwithstanding the foregoing, if, as a
result of any act or omission of Sublandlord (and not as the result of any
delay on the part of Master Landlord or Subtenant), Sublandlord is unable to
deliver possession of the Premises on or before the Commencement Date,
Subtenant shall have the right to terminate this Sublease by delivering written
notice thereof to Sublandlord on or before October 1, 2004.  If Subtenant so terminates this Sublease,
Sublandlord shall refund to Subtenant the “LOC” (as hereinafter defined) and
the parties thereupon shall be released from all further liability under this
Sublease.  Unless exercised prior
thereto, Subtenant’s right of termination hereunder shall expire upon delivery
of the Premises to Subtenant.


(c)           The Sublease Term
shall end on the Expiration Date; provided, however, that subject to
Section 7 below, the Sublease Term shall terminate earlier in the event of
the earlier termination of the Master Lease for any cause whatsoever.  In addition, this Sublease may terminate
prior to the Expiration Date as the result of a default by Subtenant under the
terms of this Sublease.


3.             Rent.


(a)           The rent payable by
Subtenant for the Premises shall consist of basic rent (“Basic Rent”) plus
certain additional rental (“Additional Rent”), all as provided below in
Sections 3(b), 3(c), 3(d) and 3(e). 
Basic Rent, Additional Rent, and any other charges due under this
Sublease are hereinafter referred to collectively as “Rent.”  All Rent shall be paid to Sublandlord at the
address specified for Sublandlord below, or to such other person or to such
other place as Sublandlord may from time to time designate in writing.


(b)           Subtenant
shall pay to Sublandlord in advance, on or before the first day of each month
of the Sublease Term, without prior notice, demand, deduction or offset,
monthly Basic Rent in the following amounts, and at the following times:


 


2























  


 




	
   

  	
   

  	
  Basic Rent per

  	
   

  
	
  Month(s)

  	
   

  	
  rentable square foot per month

  	
   

  
	
  From the Commencement

  	
   

  	
   

  	
   

  
	
  Date through 12/31/06

  	
   

  	
  Basic Rent Abatement
  Period*

  	
   

  
	
  1/1/07 — 6/30/07

  	
   

  	
  $

  	
  2.53

  	
   

  
	
  7/1/07 — 6/30/08

  	
   

  	
  $

  	
  2.60

  	
   

  
	
  7/1/08 — 6/30/09

  	
   

  	
  $

  	
  2.68

  	
   

  
	
  7/1/09 — 6/30/10

  	
   

  	
  $

  	
  2.76

  	
   

  
	
  7/1/10 — 6/30/11

  	
   

  	
  $

  	
  2.84

  	
   

  
	
  7/1/11 — 6/30/12

  	
   

  	
  $

  	
  2.92

  	
   

  
	
  7/1/12 — 7/31/13

  	
   

  	
  $

  	
  3.01

  	
   

  






 


•                  “Direct Expenses” (as defined in the Master Lease) and
all other Additional Rent shall be payable during the Basic Rent Abatement
Period and shall not be abated or forgiven during the Basic Rent Abatement
Period.


•                  The “Minimum Rent Commencement Date” shall be January
1, 2007.


If the Minimum Rent
Commencement Date is a day other than the first day of a calendar month, the
Basic Rent for the month in which the Minimum Rent Commencement Date occurs
will be prorated (based on a thirty (30) day month) and such prorated Basic
Rent shall be paid by Subtenant on the Minimum Rent Commencement Date.


(c)           The Master Lease
requires Sublandlord to pay to Master Landlord amounts representing “Tenant’s
Share of Direct Expenses” (consisting of the sum of Operating Expenses and Tax
Expenses).  Subtenant shall pay to
Sublandlord, as Additional Rent, all Direct Expenses due and payable under the
Master Lease at the same time and in the same manner as the Direct Expenses
become due under the Master Lease.  The
current monthly estimated Direct Expenses are subject to reconciliation and
adjustment as provided in the Master Lease. 
Neither Direct Expenses, nor any other Additional Rent, including but
not limited to utility charges, shall be abated during the Basic Rent Abatement
Period.  Notwithstanding anything to the
contrary contained in this Sublease (including but not limited to the September
1, 2004 Commencement Date), Subtenant’s obligation to pay Direct Expenses shall
commence on the date Sublandlord delivers possession of the Premises to
Subtenant; but in all events not later than July 1, 2004.


(d)           Subtenant also shall
pay, as Additional Rent, (i) all charges as may be imposed by Master
Landlord after the Commencement Date for parking, access cards, overtime or
excess supply or consumption of heating, ventilating, air conditioning,
electricity, lighting, janitorial or other utilities or services to the
Premises, regardless of whether such service is separately metered or estimated
by Master Landlord, and (ii) such other charges as may be imposed by
Master Landlord upon Sublandlord under the Master Lease.


 


3























  


 


(e)           So long as Subtenant
is not in default of obligations under this Sublease beyond any applicable notice
and cure period, Sublandlord shall pay the amounts required to be paid under
the Master Lease (collectively, “Underlying Rent”) on or before such amounts
become due and payable thereunder.  If
Sublandlord fails to make any payment of Underlying Rent as and when required
under the Master Lease, Subtenant shall have the right, but not the obligation,
to make such payments on behalf of Sublandlord, in which event Subtenant shall
have the right to offset any amounts so paid against Rent thereafter payable under
this Sublease.  Neither Sublandlord nor
Subtenant shall be liable to the other arising out of or in connection with
this Sublease for consequential damages, including but not limited to business
interruption or lost profits.


(f)            In the event of any
casualty or condemnation affecting the Premises, Basic Rent shall be
proportionately abated, but only as to the portion of the Premises damaged or
taken, and only to the extent that Underlying Rent payable under the Master
Lease is abated.  Subtenant shall have no
right to terminate this Sublease in connection with any casualty or
condemnation except to the extent the Master Lease also is terminated by
Landlord or Sublandlord as to the Premises or any portion thereof.


(g)           In addition to the
payment of interest as set forth in the preceding subparagraph, if any rent is
not paid when due, Subtenant shall be responsible for the payment of late
charges incurred by Sublandlord pursuant to the provisions of Section 23.7
of the Master Lease and interest for which Sublandlord is responsible pursuant
to the provisions of the Master Lease.


(h)           The parties hereby
acknowledge that the expiration date of the Master Lease is July 31, 2013,
and that it is therefore critical that Subtenant surrender the Premises to
Sublandlord not later than the Expiration Date in accordance with terms
hereof.  In the event that Subtenant does
not surrender the Premises by the Expiration Date in accordance with terms
hereof, Subtenant shall indemnify, defend, protect and hold harmless Sublandlord
from and against all loss and liability resulting from Subtenant’s delay in
surrendering the Premises including the holdover provisions of Section 9.2 of
the Master Lease.


(i)            All amounts
required to be paid by Subtenant to Sublandlord or to any other person or
entity, pursuant to this Sublease, other than Basic Rent, shall be deemed to be
Additional Rent.  All Basic Rent and
Additional Rent shall be collectively referred to as “Rent”.


4.             As-Is;
Personal Property Transfer.  Sublandlord
represents and warrants to Subtenant, to its actual knowledge without any duty
of inquiry or investigation, that Sublandlord’s previous use of the Premise was
limited to office and ancillary uses, and that Sublandlord has no actual
knowledge, without any duty of inquiry or investigation, of any material
failure of the Premises to comply with any applicable law.  Sublandlord subleases the Premises to
Subtenant strictly in their present “as-is”, “where-is” and “with all faults”
condition, and Subtenant by acceptance of possession of the Premises,
acknowledges the same to be in good order 


 


4























  


 


and repair and in
a tenantable condition.  Sublandlord
shall not have any obligation to remove, replace or modify any existing signage
on or relating to the Premises. 
Sublandlord will deliver possession of the Premises together with a
quitclaim bill of sale transferring all the audio-visual equipment, plasma
televisions and other personal property located in the Premises listed on Exhibit
B (the “Personal Property”) to Subtenant. 
Sublandlord makes no representations whatsoever regarding the condition,
quality, functionality or operational ability of any of the Personal Property.


5.             Master
Lease.  This Sublease is and shall at all times remain
subject and subordinate to all of the terms, covenants and conditions of the
Master Lease, and Landlord shall have all rights in respect of the Master Lease
and the Premises as set forth therein. 
Except for payments of Underlying Rent and except as otherwise provided
in Section 6 hereof, Subtenant hereby assumes and agrees to perform for
Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s
obligations under the Master Lease (collectively, the “Assumed Obligations”),
which accrue during the Sublease Term.


6.             Incorporation
of Master Lease.


(a)           Subject to the
exclusions, limitations and modifications set forth in this Sublease, the
terms, covenants and conditions of the Master Lease are incorporated in this
Sublease by reference so that, except to the extent that they are excluded,
limited or otherwise modified by the provisions of this Sublease, each and
every term, covenant and condition of the Master Lease binding on or inuring to
the benefit of the Landlord thereunder shall, in respect of this Sublease, bind
or inure to the benefit of Sublandlord, and each and every term, covenant and
condition of the Master Lease binding or inuring to the benefit of the Tenant
thereunder shall, in respect of this Sublease, bind or inure to the benefit of
Subtenant, with the same force and effect as if such terms, covenants and
conditions were completely set forth in this Sublease, and as if the words “Landlord”
and “Tenant,” or words of similar import, wherever the same appear in the
Master Lease, were construed to mean, respectively, “Sublandlord” and “Subtenant”
in this Sublease, and as if the word “Lease,” or words of similar import,
wherever the same appear in the Master Lease, were construed to mean this “Sublease.”  Subtenant represents that it has examined,
read and is thoroughly familiar with the terms, covenants and conditions of the
Master Lease, and Subtenant accepts those terms, covenants and conditions and
obligations thereof which have been incorporated herein.


(b)           The following
sections of the Master Lease are not incorporated as a part of this Sublease
and are expressly excluded herefrom (except insofar as the same may be
referenced elsewhere in this Sublease for purposes of identification or
definition of certain matters): 1.2 of the Summary of Basic Lease Information
and Definitions, 1.6 of the Summary of Basic Lease Information and Definitions,
1.7 of the Summary of Basic Lease Information and Definitions, 1.8 of the
Summary of Basic Lease Information and Definitions, 1.13 of the Summary of
Basic Lease Information and Definitions, 1.15 of the Summary of Basic Lease
Information and Definitions, 1.18 of the Summary of Basic Lease Information and
Definitions, 2.1, 2.2, 2.3, 3.1, 6.3 (d), 6.4, 9.2, 


 


5























  


 


11.4, 23.6, 33.2,
the existence and location of 20 covered reserved spaces for Expansion Space
set forth on Exhibit A-1, Exhibit C, Exhibit D, Exhibit H,
Extension Option Rider, Fair Market Rental Rate Rider, Expansion Option,
Continuing Right of First Offer Rider No. 4 to Office Lease, and Options
in General Rider No. 5 to Office Lease.


(c)           The following
limitations shall apply to the interpretation and enforcement of the
incorporated terms, covenants and conditions of the Master Lease:


(i)            The time limits
contained in the Master Lease for the giving of notices, making of demands or
performing of any act, condition or covenant on the part of the tenant
thereunder, or for the exercise by the tenant thereunder of any right, remedy
or option, are changed for the purposes of incorporation herein by reference by
shortening the same in each instance by three (3) business days, so that in
each instance Subtenant shall have three (3) business days less time to observe
or perform hereunder than Sublandlord has as the tenant under the Master Lease,
but in no event less than two (2) business days.


(ii)           Any non-liability,
release, indemnity or hold harmless provision, and any provisions pertaining to
waiver of subrogation rights and or the naming of a party under an insurance
policy, in the Master Lease for the benefit of Master Landlord which is
incorporated herein by reference, shall be deemed to inure to the benefit of
Sublandlord and Master Landlord, for the purpose of incorporation by reference
in this Sublease.


(iii)          Any right of the
Master Landlord for access or inspection and any right of the Landlord under
the Master Lease to do work in the Premises, the Building, the Project Common
Areas, or elsewhere in the Project and any right of the Master Landlord in
respect of rules and regulations, shall be deemed to inure to the benefit of
Sublandlord and Master Landlord, for the purpose of incorporation by reference
in this Sublease.


(iv)          If any of the
express provisions of this Sublease shall conflict with any of the provisions
incorporated by reference, such conflict shall be resolved in every instance in
favor of the express provisions of this Sublease.  If any incorporated provision of the Master
Lease cross-references a provision of the Master Lease which is not
incorporated in this Sublease, such cross-referenced Master Lease provision
shall be disregarded except to the extent required for a fair and equitable
interpretation of the incorporated Master Lease provision.


(v)           Any obligation of
Sublandlord 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 only by using reasonable good faith efforts to cause Master
Landlord under the Master Lease to observe and/or perform the same, and
Sublandlord shall have a reasonable time do so after written notice from
Subtenant specifying with reasonable particularity the deficiency in Master
Landlord’s performance under the Master Lease. 
Sublandlord shall not be required to furnish, supply, install, 


 


6























  


 


maintain or repair
anything, including but not limited to utilities or services under any
provision of the Master Lease.  Subtenant
shall not in any event have any rights in respect of the Premises greater than
Sublandlord’s rights under the Master Lease, and notwithstanding any provision
to the contrary, as to obligations that pertain to the Premises, Building,
Project Common Areas, and Project and are part of this Sublease by the
incorporation by reference of provisions of the Master Lease, Sublandlord shall
not be required to make any payment or to perform any obligation, and
Sublandlord shall have no liability to Subtenant for any matter whatsoever,
except for Sublandlord’s obligation to pay the Underlying Rent and to use
reasonable good faith efforts, upon request of Subtenant, to cause Master
Landlord to observe and/or perform Master Landlord’s obligations under the
Master Lease.  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
or the Project by Master Landlord but Subtenant shall be entitled to an
abatement of Minimum Rent only to the extent Sublessor receives an abatement as
a result of such interruption.  Subtenant
hereby expressly waives the provisions of any statute, ordinance or judicial
decision, now or hereafter in effect, which would give Subtenant the right to
make repairs at the expense of Sublandlord, or to claim any actual or
constructive eviction by virtue interruption in access or services to, or
failure to make repairs in or to, the Premises 
or the Building or the Project.


(vi)          With respect to any
approval or consent required to be obtained from Master Landlord under the
Master Lease, such approval or consent must be obtained from both Master
Landlord and Sublandlord.  Any approval
or consent required of Sublandlord conclusively shall be deemed reasonably
withheld if Master Landlord withholds Master Landlord’s approval or consent.


(d)           Subtenant shall
fully perform all of the Assumed Obligations and shall indemnify, defend,
protect, and hold harmless Sublandlord from any and all liability, damages,
liabilities, claims proceedings, actions, demands and costs (including but not
limited to reasonable attorneys’ fees) resulting, directly or indirectly, from
Subtenant’s failure to perform the Assumed Obligations.


(e)           Without limiting the
generality of the foregoing, for purposes of incorporating the terms, covenants
and conditions of the Master Lease into this Sublease, the following provisions
of the Master Lease are amended as follows:


(i)            Under
Sections 11.2 and 18.1 of the Master Lease, Sublandlord shall only be
required, after written request by Subtenant, to use its commercially
reasonable efforts to cause Master Landlord to perform any repairs, maintenance
or restoration called for thereunder. 
If, after Sublessor has used commercially reasonable efforts to induce
Master Landlord to perform its obligations through written and verbal
communication, Master Landlord continues to fail to perform, past all
applicable notice and cure periods set forth in the Master Lease, Sublessee may
by written notice to Sublandlord, request Sublessor to retain counsel (chosen
by Sublessor) and to file a suit against Master Landlord to enforce Sublessor’s
rights under the Master Lease, and within thirty (30) days of the date of such
notice, Sublessor shall 


 


7























  


 


do so.  The costs of such suit, and the obligation to
pay Master Landlord’s attorney’s fees pursuant to the Master Lease in the event
that Sublessor is not the prevailing party in such suit, shall be borne solely
by Sublessee.  In addition, any damages
payable by Sublessor in connection with any such suit shall be borne solely by
Sublessee.  Sublessee shall indemnify,
and hold harmless Sublessor from and against any and all losses, liabilities,
damages, judgments, penalties, costs and expenses incurred in connection with
or arising out of any suit prosecuted by Sublessor pursuant to this
subparagraph.


(ii)           Under
Section 16 of the Master Lease, Sublandlord shall only be required, after
written request by Subtenant, to use its commercially reasonable efforts to
cause Master Landlord to provide the utilities and services described in
Section 16 of the Master Lease.  If,
after Sublessor has used commercially reasonable efforts to induce Master
Landlord to perform its obligations through written and verbal communication,
Master Landlord continues to fail to perform, past all applicable notice and
cure periods set forth in the Master Lease, Sublessee may by written notice to
Sublandlord, request Sublessor to retain counsel (chosen by Sublessor) and to
file a suit against Master Landlord to enforce Sublessor’s rights under the
Master Lease, and within thirty (30) days of the date of such notice, Sublessor
shall do so.  The costs of such suit, and
the obligation to pay Master Landlord’s attorney’s fees pursuant to the Master
Lease in the event that Sublessor is not the prevailing party in such suit,
shall be borne solely by Sublessee.  In
addition, any damages payable by Sublessor in connection with any such suit
shall be borne solely by Sublessee. 
Sublessee shall indemnify, and hold harmless Sublessor from and against
any and all losses, liabilities, damages, judgments, penalties, costs and
expenses incurred in connection with or arising out of any suit prosecuted by
Sublessor pursuant to this subparagraph.


(iii)          Under
Section 1.1 of the Summary of Basic Lease Information and Definitions of
the Master Lease, Sublandlord’s notice address shall be as provided adjacent to
Sublandlord’s signature below, or at such other address as Sublandlord may from
time to time designate in writing; and Subtenant’s notice address shall be as
provided adjacent to Subtenant’s signature below, provided that after Subtenant
takes occupancy of the Premises, notices shall be sent to Subtenant at the
address of the Premises.


(iv)          The rentable area of
the Premises as specified in Recital A above is only an approximation and
no variation between the amount so stated and the actual rentable area of the
Premises shall alter the obligations of Sublandlord and Subtenant under this
Sublease.


(v)           The names of the
brokers set forth in Section 1.13 of the Summary of Basic Lease
Information and Definitions set forth in the Master Lease shall be removed and
replaced as follows:  Kevin Craven and
Tom Mercer of Colliers International represent Sublandlord and Greg Lozier of
CB Richard Ellis represents Subtenant.


 


8























  


 


(vi)          Both Sublandlord and
Master Landlord shall have the rights of the “Landlord” set forth in
Section 9.1 of the Master Lease.


(vii)         Notwithstanding
Sections 14.4 and 14.8 of the Master Lease, Sublandlord shall be entitled
to 100% of any excess consideration in lieu of 50% of any excess consideration,
with the understanding that Sublandlord will pay 50% thereof to Master Landlord
in satisfaction of its obligation to do so under Section 14.8 of the Master
Lease.


(viii)        The Base Year, as
defined in Section 1.10 of the Summary of Basic Lease Information and
Definitions set forth in the Master Lease, shall be the period from June 10,
2002 through June 9, 2003.


(ix)           Only the Master
Landlord, and not the Sublandlord, shall carry the insurance described in
Section 21 of the Master Lease. 
Sublandlord shall only be required, after written request by Subtenant,
to use its best efforts to cause Master Landlord to maintain the insurance
described in Section 21 of the Master Lease.  If, after Sublessor has used commercially
reasonable efforts to induce Master Landlord to perform its obligations through
written and verbal communication, Master Landlord continues to fail to perform,
past all applicable notice and cure periods set forth in the Master Lease,
Sublessee may by written notice to Sublandlord, request Sublessor to retain
counsel (chosen by Sublessor) and to file a suit against Master Landlord to
enforce Sublessor’s rights under the Master Lease, and within thirty (30) days
of the date of such notice, Sublessor shall do so.  The costs of such suit, and the obligation to
pay Master Landlord’s attorney’s fees pursuant to the Master Lease in the event
that Sublessor is not the prevailing party in such suit, shall be borne solely
by Sublessee.  In addition, any damages
payable by Sublessor in connection with any such suit shall be borne solely by
Sublessee.  Sublessee shall indemnify,
and hold harmless Sublessor from and against any and all losses, liabilities,
damages, judgments, penalties, costs and expenses incurred in connection with
or arising out of any suit prosecuted by Sublessor pursuant to this
subparagraph.


(x)            Subtenant shall, at
its sole cost and within the time period required by Section 12.2 of the
Master Lease, remove any and all Tenant Changes Subtenant installed to the
extent Master Landlord requires the removal of Tenant Changes installed by
Subtenant.  Subtenant shall not be
required to remove any Tenant Changes installed by Sublandlord.


(xi)           Under
Section 12.1(d) of the Master Lease, Subtenant shall be required to pay
only the reasonable costs of both Sublandlord’s and Landlord’s engineers and
other third-party consultants; provided, however, that Subtenant shall not be
obligated to reimburse Sublandlord for Sublandlord’s consulting costs incurred
in connection with Subtenant’s initial remodel of the Premises scheduled to be
completed by September 1, 2004.


(xii)          With respect to the
remedies available to Sublandlord upon a default under this Sublease by
Subtenant, any agreement by Sublandlord for free 


 


9























  


 


or abated Rent,
the TI Allowance, or any other cash or in kind bonus, inducement or consideration
to Subtenant entering into this Sublease (“Inducement Provisions”) shall be
conditioned upon Subtenant’s full and faithful performance of all of the terms
of this Sublease.  Upon the occurrence of
a default by Subtenant under this Sublease, which continues beyond any
applicable notice and cure period, all Inducement Provisions shall be deemed
automatically deleted from this Sublease, and of no further force and effect
and any Rent abatement, TI Allowance or other bonus, inducement or
consideration theretofore abated or give or paid by Sublandlord to Subtenant
shall become immediately due and payable to Sublandlord as Additional Rent due
under this Sublease.


(xiii)         Subtenant shall not
be entitled to any abatement of Rent under Section 18.3 of the Master Lease
unless Sublandlord receives a corresponding abatement from Master Landlord.


(xiv)        Sublandlord shall not
have any obligation to pay for any of Subtenant’s accounting/audit fees or
costs in the event that the conditions for payment of such costs by the Master
Landlord, which are described in Section 4.5 of the Master Lease, are
satisfied.


                                (xv)         Subtenant
shall not have any right to install any Signage pursuant to Section 6.3 of the
Master Lease without obtaining Master Landlord’s prior written approval.  Neither Master Landlord nor Sublandlord shall
have any obligation to pay for any Signage.


(f)            Unless Subtenant is
a publicly traded entity, Subtenant covenants to keep the terms of the Master
Lease confidential and to refrain from disclosing any of the terms of the
Master Lease to any person or entity other than its attorneys, accountants and
lenders who have agreed to keep such terms confidential.


(g)           Subtenant shall
indemnify, hold harmless, protect and defend Sublandlord from and against any
loss, damage or injury, including, without limitation, reasonable attorneys’
fees, and/or any amounts assessed against Sublandlord by Master Landlord under
the Master Lease on account of any action or omission by Subtenant that shall
give rise to a default or potential default under the Master Lease, which
Sublandlord may suffer or incur under the Master Lease as the result of any
breach by Subtenant of its obligations under this Sublease, including, without
limitation, any provisions of the Master Lease that are incorporated
herein.  Subtenant’s obligations
hereunder shall survive the termination of this Sublease.  Notwithstanding any other provisions of this
Sublease to the contrary, in the event of a breach of this Sublease that may
cause an event of default to occur under the Master Lease, Sublandlord may, in
addition to all other remedies granted to Sublandlord hereunder, at Subtenant’s
expense and after notice to Subtenant, take such action as may reasonably be
required to prevent such matter from maturing into an incurable event of
default under the Master Lease, and Subtenant shall pay such expenses to
Sublandlord, together with expenses of collection, within five (5) days after
demand by Sublandlord.


 


10























  


 


(h)           Sublandlord’s
Obligations.  Except as
expressly otherwise provided herein, Sublandlord shall have no obligations to
Subtenant with respect to the Premises or the performance by Master Landlord of
any obligations of Master Landlord under the Master Lease.


7.             Early
Termination of Master Lease; No Modification.  Sublandlord
shall not be entitled to enter into a voluntary termination or modification of
the Master Lease absent an express right to terminate set forth in the Master
Lease, without the express prior written consent of Subtenant.  Notwithstanding anything to the contrary in
the preceding sentence, Sublandlord shall be able to freely exercise the
termination rights set forth in Section 18 and 19 of the Master Lease without
the necessity of obtaining any consent or approval from Subtenant.  If, without the fault of Sublandlord the
Master Lease should terminate prior to the expiration of the Sublease Term,
Sublandlord shall have no liability to Subtenant.  Where the Master Lease grants Sublandlord any
discretionary right to terminate the Master Lease, whether due to casualty,
condemnation, or otherwise, Sublandlord shall be entitled to exercise or not
exercise such right in its sole and absolute discretion without the necessity
of obtaining any consent or approval from Subtenant.


8.             Consents
Under Master Lease.  If Subtenant desires to take any action which
requires the consent of Landlord pursuant to the terms of the Master Lease,
including, without limitation, the making of any alterations, then,
notwithstanding anything to the contrary herein, (a) Sublandlord,
independently, shall have the same rights of approval or disapproval as
Landlord has under the Master Lease, (b) Subtenant shall not take any such
action until it obtains the consent of both Sublandlord (whose consent shall
not be unreasonably withheld) and Landlord, and (c) Subtenant shall
request that Sublandlord obtain Landlord’s consent on Subtenant’s behalf and
Sublandlord shall use commercially reasonable efforts to obtain such consent,
unless Sublandlord and Landlord agree in writing that Subtenant may contact
Landlord directly with respect to the specific action for which Landlord’s
consent is required.  Any approval or
consent required of Sublandlord conclusively shall be deemed reasonably withheld
if Landlord withholds Landlord’s approval or consent.  Subtenant shall reimburse Sublandlord for all
costs incurred by Sublandlord in processing any request by Subtenant for
Landlord’s or Sublandlord’s consent.


9.             Letter
of Credit.  Concurrently with the execution of this
Sublease, Subtenant shall deliver to Sublandlord, and Subtenant shall cause to
be in effect during the entire term of this Sublease, an unconditional,
irrevocable letter of credit (the “LOC”), in the form attached hereto as Exhibit C,
in the amount of Six Million Six Hundred Thirty-Two Thousand Eight Hundred
Twenty-Three Dollars ($6,632,823).  The
issuer of the LOC must operate at least one (1) retail branch in New York City.  The LOC shall permit partial draws and it
shall permit multiple draws. 
Notwithstanding the preceding sentence, if Subtenant is not then in
default under this Sublease and has not previously been in default on two (2)
or more occasions, the amount of the LOC may be reduced to Four Million Four
Hundred Forty-Three Thousand Nine Hundred Ninety-Two Dollars ($4,443,992)
concurrently with the fifth (5th) anniversary of the Commencement
Date.  In addition, if Subtenant is not
then in default under this Sublease and has not 


 


11























  


 


previously been in
default on two (2) or more occasions, then the amount of LOC may be reduced to
Two Million Nine Hundred Seventy-Seven Thousand Four Hundred Seventy-Four
Dollars ($2,977,474) on the seventh (7th) anniversary of the
Commencement Date.  Subtenant shall not
have any right to mortgage, assign or encumber any interest in the LOC without
the prior written consent of Sublandlord, which may be withheld in Sublandlord’s
sole and absolute discretion. 
Sublandlord shall have the right to transfer or mortgage its interest in
this Sublease to any party and in such event, it shall have the right to
concurrently transfer or assign its interest in the LOC.  Sublandlord shall hold the LOC as security
for the performance of Subtenant’s obligations under this Sublease.  If Subtenant defaults on any provision of
this Sublease, Sublandlord may, without prejudice to any other remedy it has,
draw on that portion of the LOC necessary to (a) pay Basic Rent, Direct
Expenses and all other Additional Rent in default under this Sublease,
(b) pay or reimburse Sublandlord for any amount that Sublandlord may spend
or become obligated to spend in exercising Sublandlord’s rights under this
Sublease, and/or (c) compensate Sublandlord for any expense, loss, or
damage that Sublandlord, acting in good faith, expects to suffer because of
Subtenant’s default.  Any amount of the
LOC that is drawn on by Sublandlord, but not applied by Sublandlord, shall be
held by Sublandlord as a security deposit which may be drawn by Sublandlord
upon Subtenant’s default under the Lease. 
Sublandlord shall not be required to segregate any security deposit or
to pay any interest on any security deposit. 
If Sublandlord draws on any portion of the LOC and/or applies all or any
portion of such draw, Subtenant shall, within five (5) business days after
demand by Sublandlord reinstate the amount of the LOC to the full LOC amount
required by the terms of this Section 9. 
If Subtenant fails to renew or replace the LOC at least thirty (30) days
before its expiration, such failure shall be deemed a default and Sublandlord
may, without prejudice to any other remedy it has, draw on the entire amount of
the LOC.


10.          No
Third Party Rights.  Except as otherwise expressly provided
herein, the benefit of the provisions of this Sublease is limited to
Sublandlord and Subtenant and to their successors and permitted assigns.  No third party shall be construed to have any
rights as a third party beneficiary with respect to any of the provisions of
this Sublease; provided, however, that Master Landlord shall be entitled to the
benefit of (a) Subtenant’s assumption of the Assumed Obligations pursuant
to Section 5 above and (b) Subtenant’s indemnities under this Sublease.


11.          Hazardous
Materials.


(a)           Consent
Required.  Subtenant shall not
engage in any “Reportable Use” (defined below) either temporarily or
permanently, of any “Hazardous Materials” (defined below) at, on, above or
beneath the Premises or Building or Project (including without limitation
through the sewer or other plumbing systems or emitted into the atmosphere),
without, in each instance, first obtaining Sublandlord’s prior written consent,
which consent may be withheld in Sublandlord’s sole discretion.  Any such use by Subtenant, whether with or
without the express prior written consent of Sublandlord, shall be in
compliance in a timely manner (at Subtenant’s sole cost and expense) with all “Environmental
Laws” (defined below).  Notwithstanding
the foregoing, Subtenant 


 


12























  


 


may, without
Sublandlord’s prior consent, and in compliance with all Environmental Laws use
reasonable quantities of any ordinary and customary materials reasonably
required to be used by Subtenant for general offices uses, so long as such use complies
with Section 6.4 of the Master Lease, is not a Reportable Use and does not
expose the Premises or neighboring properties to any meaningful risk of
contamination or damage, or expose Sublandlord or Master Landlord to any
liability.  In addition, Sublandlord may
(but without any obligation to do so) condition its consent to any Reportable
Use of any Hazardous Materials by Subtenant upon Subtenant giving Sublandlord
such additional assurances as Sublandlord deems necessary to protect itself,
the public, the Premises and the environment against damage, contamination or
injury and/or liability, including but not limited to the installation (and at
Sublandlord’s option, removal on or before expiration or earlier termination of
the Sublease Term) of reasonably necessary protective modifications to the
Premises and/or the deposit of an additional letter of credit or a cash
security deposit.


(b)           Subtenant’s
Indemnities.  Subtenant shall
indemnify, protect and hold Sublandlord and Sublandlord’s officers, directors,
shareholders, employees, agents, attorneys, successors and assigns (the “Sublandlord
Parties”) harmless from and, with counsel acceptable to Sublandlord, defend
Sublandlord and Sublandlord’s Parties against any loss, cost, expense, claim,
judgment, penalty, fine, or diminution in value of the Premises, Building, or
the Project and damages incurred, including but not limited to reasonable
attorneys’, consultant’s and expert’s fees and costs, which in any manner arise
from or with respect to: (i) Subtenant’s use, treatment, storage or
disposal of Hazardous Materials or (ii) any use, treatment, release,
storage or disposal of Hazardous Materials on, in, or under the Premises during
the term of this Sublease unless, in either case, the same arises from the
gross negligence or willful misconduct of Sublandlord or Master Landlord.  Such indemnification includes all costs
incurred in connection with any investigation of site conditions or any
clean-up, remedial, removal or restoration work and the effects of any
contamination or injury to person, property or the environment caused or
necessitated by the presence of such Hazardous Materials and shall survive the
expiration or earlier termination of this Sublease.


(c)           Duty to
Inform Sublandlord.  If
Subtenant knows, or has reasonable cause to believe, that a Hazardous Material
has come to be located in, on, under or about the Premises, Subtenant shall
immediately give Sublandlord written notice thereof, together with a copy of
any statement, report, notice, registration, application, permit, business
plan, license, claim, action or proceeding given to, or received from, any
governmental authority or private party concerning the presence, spill,
release, discharge of, or exposure to, such Hazardous Material, including all
such documents as may be involved in any Reportable Use involving the Premises.


(d)           Duty to
Inform Subtenant.  If
Sublandlord knows, or has reasonable cause to believe, that a Hazardous
Material has come to be located in, on, under or about the Premises,
Sublandlord shall immediately give Subtenant written notice thereof, together
with a copy of any statement, report, notice, registration, application,
permit, business plan, license, claim, action or proceeding given to, or
received from, any governmental authority or private party concerning the
presence, 


 


13























  


 


spill, release, discharge
of, or exposure to, such Hazardous Material, including all such documents as
may be involved in any Reportable Use involving the Premises.


(e)           Sublandlord’s
Indemnities.  Sublandlord
shall indemnify, protect and hold Subtenant and Subtenant’s officers,
directors, shareholders, employees, agents, attorneys, successors and assigns
(the “Subtenant Parties”) harmless from and, with counsel acceptable to
Subtenant, defend Subtenant and Subtenant’s Parties against any loss, cost,
expense, claim, judgment, penalty, fine, or damages incurred, including but not
limited to reasonable attorneys’, consultant’s and expert’s fees and costs,
which in any manner arise from or with respect to Sublandlord’s use, treatment,
storage or disposal of Hazardous Materials on, in, or under the Premises prior
to the term of this Sublease.  Such
indemnification includes all costs incurred in connection with any
investigation of site conditions or any clean-up, remedial, removal or
restoration work and the effects of any contamination or injury to person,
property or the environment caused or necessitated by the presence of such
Hazardous Materials and shall survive the expiration or earlier termination of
this Sublease.


(f)            Definitions. As used in this Section 11, the following
terms shall have the following definitions:


(i)            “Reportable Use”
shall mean (a) the installation or use of any above or below ground
storage tank, (b) the generation, possession, storage, use,
transportation, or disposal of Hazardous Materials that requires a permit from,
or with respect to which a report, notice, registration or business plan is
required to be filed with, any governmental authority, or (c) the presence
in, on or about the Building or Project of Hazardous Materials with respect to
which any Environmental Laws require that a notice be given to persons entering
or occupying the Premises, the Building or neighboring properties.


(ii)           “Environmental
Law(s)”  shall mean any applicable
present and/or future federal, state or local laws (whether by common law,
statute, rule, regulation, plan decree, demand letter, order, directive or
otherwise) pertaining to Hazardous Materials, environmental contamination,
pollution, waste disposal, industrial hygiene, land use or the protection of
human or animal health or welfare, including, without limitation, those related
to any release or threatened release of Hazardous Materials and to the
generation, use, storage, transportation, or disposal of Hazardous Materials.


(iii)          “Hazardous
Material(s)” shall mean any of the following: 
(a) any product, substance, chemical, material or waste (a “Substance”)
defined as “extremely hazardous substances,” “hazardous substances,” “hazardous
materials,” “hazardous waste,” or “toxic substances” in any Environmental Law;
(b) any Substance that is now or may become regulated or governed by any
Environmental Law; (c) any Substance, the presence of which requires
investigation or remediation under any Environmental Law; (d) any
Substance which is or contains asbestos or petroleum, hydrocarbons (including,
without limitation, gasoline, diesel fuel or oil) or any of their by-products;
and (e) any Substance which, either by itself or in combination with other



 


14























  


 


Substances, contains any
properties of ignitability, corrosivity, reactivity, toxicity, radioactivity,
carcinogenicity or reproductive toxicity or is potentially injurious to public
health, safety or welfare or the environment.


12.          Master
Landlord’s Consent to Sublease.  This Sublease
is subject to the consent of the Master Landlord, which consent shall be
evidenced by the Consent to Sublease in the form attached hereto as Exhibit D
or such other form as may be acceptable to Master Landlord, Sublandlord, and
Subtenant.  Sublandlord agrees to use
commercially reasonable efforts to obtain the consent of Master Landlord to
this Sublease as soon as reasonably possible following execution of this
Sublease by Subtenant and Sublandlord. 
In the event that Master Landlord’s consent is not obtained within
forty-five (45) days following the submittal of this Sublease by Sublandlord to
Master Landlord for consent, either party hereto shall thereafter have the
right to terminate this Sublease by providing written notice of termination to
the other party hereto.  Such termination
right shall expire on the date on which the Master Landlord’s consent is
received by such party.  For purposes of
this paragraph, Master Landlord’s consent shall be deemed to have been given as
of the date when Master Landlord’s unconditional consent to this Sublease has
been obtained, or, in the event such consent is conditional, the date upon
which such conditions have been fully satisfied or waived by Master
Landlord.  Subtenant shall pay any and
all fees charged by Master Landlord in connection with seeking its consent to
this Sublease.


13.          [Intentionally Omitted]


14.          Conditions
Precedent.  This Sublease and Sublandlord’s and Subtenant’s
rights and obligations hereunder are conditioned upon Master Landlord executing
a Consent (pursuant to Section 12 above).


15.          Authority
to Execute.


(a)           A Subtenant and the persons and/or
entities executing this Sublease on behalf of Subtenant represent and warrant
that: (a) Subtenant is a duly organized and existing Delaware corporation,
and is qualified to do business in California, (b) such persons or
entities executing this Sublease are duly authorized to execute and deliver
this Sublease on Subtenant’s behalf in accordance with a duly adopted
resolution of Subtenant’s board of directors and the Subtenant’s bylaws and
(c) this Sublease is binding upon Subtenant in accordance with its  terms. 
Concurrently with Subtenant’s execution and delivery of this Sublease to
Sublandlord and/or at any time during the Term within ten (10) days of
Sublandlord’s request, Subtenant shall provide to Sublandlord a copy of any
documents reasonably requested by Sublandlord evidencing such qualification,
organization, existence and authorization.


(b)           B Sublandlord and the persons and/or
entities executing this Sublease on behalf of Sublandlord represent and warrant
that: (a) Sublandlord is a duly organized and existing Delaware corporation,
and is qualified to do business in California, (b) such persons or
entities executing this Sublease are duly authorized to execute and deliver
this Sublease on Sublandlord’s behalf in accordance with a duly 


 


15























  


 


adopted resolution of
Sublandlord’s board of directors and the Sublandlord’s bylaws and (c) this
Sublease is binding upon Sublandlord in accordance with its  terms.


16.          No
Option to Extend.  Subtenant shall not have any option to renew
or extend the term of this Sublease.


17.          Existing
Accelrys Lease Revenue Recovery.  Subtenant is
currently the tenant of those certain premises commonly known as 9685 and 9725
Scranton Road, San Diego (the “Existing Premises”) pursuant to that certain
Office Building Lease dated October 23, 1998, entered into by and between
San Diego Tech Center, LLC, as Landlord, and Molecular Simulations, Inc., as
Tenant (the “Existing Lease”).  Tenant
represents and warrants to Landlord that: (i) Tenant is the successor “Tenant”
under the Existing Lease and (ii) there is no tenant improvement allowance
or other similar amount owed to Tenant under the Existing Lease.  Subtenant shall use its commercially
reasonable efforts to maximize the “Revenues” (as hereinafter defined) generated
by a sublease of all or any portion of the Existing Premises, an assignment of
Subtenant’s interest in the Existing Lease, an early termination of the
Existing Lease, or any equivalent transaction. 
One-half of all Revenues obtained by Subtenant from a sublease of all or
any portion of the Existing Premises, an assignment of Subtenant’s interest in
the Existing Lease, an early termination of the Existing Lease, or any
equivalent transaction shall be paid to Sublandlord within thirty (30) days
after receipt.  With respect to either a
sublease of the Existing Premises or an assignment of Subtenant’s interest in
the Existing Lease, Revenues shall mean all consideration received by Subtenant
from either a subtenant of the Existing Premises or an assignee of the Existing
Lease less (a) reasonable brokerage commissions paid to third party
brokers and (b) reasonable sums paid to third parties to modify or improve
the Existing Premises for occupancy by a third party Subtenant or third party
assignee, (c) reasonable sums paid to a third party assignee or third
party subtenant as a tenant improvement allowance, and (d) reasonable
third-party attorneys fees.  As used in
the preceding sentence, a third party shall not include any affiliate of
Subtenant.  With respect to an early
termination of the Existing Lease, Revenues shall mean the difference between
(a) the present value of all Rent and Additional Charges, including but
not limited to Building Expenses, Project Expenses, and Real Estate Taxes due
under the Existing Lease from the Commencement Date of the Sublease until the
end of the term of the Existing Lease and (b)  any termination or
equivalent fee or other amount in the nature of a termination fee paid to the
Master Landlord of the Existing Lease. 
As used in the preceding sentence, present value shall be calculated
using a 5% per annum discount rate. 
Sublandlord shall have the right to review and audit all of Subtenant’s
records regarding: (a) any Revenues obtained in connection with the
Existing Premises and (b) Subtenant’s efforts to sublease the Existing
Premises, assign the Existing Lease, or terminate the Existing Lease.  If an audit by Sublandlord discloses that
Revenues were underreported by more than five percent (5%), then Subtenant
shall reimburse Sublandlord for the cost of Sublandlord’s audit.


18.          Tenant
Improvement Allowance.  Subtenant shall be entitled to
a relocation/tenant improvement allowance of up to $1,500,000 (the ”TI
Allowance”).  The TI Allowance shall be
used solely for reimbursement of the following reasonable third-


 


16























  


 


party, out-of-pocket
costs incurred by Subtenant on or before Commencement Date in connection with
remodeling the Premises (the “TI Expenses”):


(a)           Construction costs;


(b)           Space planning,
design, architectural and engineering fees;


(c)           Legal fees, permit
fees and the cost of installing signage;


(d)           Project management
fees, including but not limited to fees paid to a third-party
construction manager, so long as the total of project management fees does not
exceed four percent (4%) of the reasonable third-party out-of-pocket
construction costs incurred to remodel the Premises;


(e)           The cost of moving
from the Existing Premises into the Premises;


(f)            The cost of
installing telecommunications cabling and related equipment, including but not
limited to telephone, data and security systems; and


(g)           The cost of
purchasing furniture, fixtures and equipment which shall be permanently located
in the Premises.


Nothing in the preceding
sentence shall be construed to provide Subtenant with any right to make
alterations to the Premises, including but not limited to the modification or
installation of signage, other than in accordance with the provisions of this
Sublease.  The TI Allowance shall be
disbursed, on a monthly basis, as reimbursement to Subtenant for the Subtenant’s
payment of TI Expenses.  All applications
for reimbursement of TI Expenses shall be submitted to Sublandlord or on before
the two month anniversary of the Commencement Date.  Sublandlord shall have no obligation to
consider or process any application for TI expenses which is not timely
received.  Each application for TI
Expenses submitted to Sublandlord shall consist of: (a) a statement signed
by an officer of Subtenant, certifying that Subtenant has incurred and paid for
the TI Expense for which the Subtenant is seeking reimbursement and that the TI
Expense qualifies under the definition of TI Expenses set forth in this
Sublease, (b) with respect to all amounts paid as reimbursement for any
contractor, subcontractor or materialman who provided services or materials to
the Premises, unconditional lien releases in the statutory form and
(c) prior to the final payment of TI Expenses: (1) a copy of a certificate
of occupancy (or equivalent), together with all other governmental permits
necessary for Subtenant to conduct its operation at Premises and (2) four
sets of “as-built” drawings showing the improvements to the Premises made by
Subtenant.  If Subtenant commits a default
under the terms of this Sublease, then Sublandlord shall have not have any
obligation to reimburse Subtenant for any TI Expenses unless and until such
default has been cured.  If a material
default is not cured by Subtenant within three (3) months after it occurs, then
Subtenant’s right to receive any reimbursement for unpaid TI Expenses shall
terminate.  If any portion of the TI
Allowance is not used as set forth herein for the payment of the TI Expenses,
then it may not be used by a Subtenant as a credit against Basic Rent, Direct
Expenses or any other Additional Rent owed under this Sublease and instead, it
shall be retained by Sublandlord. 
Sublandlord 


 


17























  


 


shall have the
right, within three (3) years of its receipt of all applicable documentation,
to review and audit Subtenant’s records relating to the remodeling of the
Premises and the use of the TI Allowance. 
If an audit by Sublandlord discloses a discrepancy of more than five
percent (5%) with respect to an amount reported to Sublandlord by Subtenant,
then Subtenant shall reimburse Sublandlord for the cost of Sublandlord’s audit.


19.          Counterparts. 
This Sublease may be executed in any number of counterparts, each of
which counterparts shall be deemed to be an original, and all of which together
shall constitute one and the same instrument.


20.          Capitalized
Terms.  All terms which are capitalized herein but
not defined herein shall have the meanings assigned to them in the Master
Lease.


 


18























  


 


IN WITNESS WHEREOF,
Sublandlord and Subtenant have executed this Sublease as of the date first
written above, intending to be bound hereby.


	
  SUBLANDLORD: 

  	
  SUBTENANT: 

  
	
   

  	
   

  
	
  PFIZER
  INC, 

  	
  ACCELRYS,
  INC., 

  
	
  a
  Delaware corporation 

  	
  a
  Delaware corporation 

  
	
   

  	
   

  
	
  By:

  	
   

  	
  By: 

  	
   

  
	
  Its: 

  	
   

  	
  Its: 

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Address:
  

  	
  By: 

  	
   

  
	
   

  	
   

  	
  Its: 

  	
   

  
	
  10777
  Science Center Drive 

  	
   

  
	
  San
  Diego, California 92121 

  	
  Address:
  

  
	
  Attn:    Operations
  Department, 

  	
  Prior
  to Commencement Date: 

  
	
               Real
  Estate Management 

  	
   

  
	
   

  	
  9688
  Scranton Road 

  
	
  With
  a copy to: 

  	
  San
  Diego, California 92121 

  
	
   

  	
   

  
	
  10777
  Science Center Drive 

  	
  Address:
  

  
	
  San
  Diego, California 92121 

  	
   

  
	
  Attn:    Operations
  Department, 

  	
  After
  Commencement Date: 

  
	
               Legal
  Department: Assistant General Counsel

  	
   

  
	
   

  	
  9688
  Scranton Road 

  
	
   

  	
  San
  Diego, California 92121 

  
	
   

  	
   

  
	
   

  	
  With
  a copy to: 

  
	
   

  	
   

  
	
   

  	
  10188
  Telesis Court 

  
	
   

  	
  San
  Diego, CA 92121

  



 


 


19























  


EXHIBIT A


[MASTER LEASE]


 


 


Exhibit A


1























  


 


EXHIBIT B


 


PERSONAL PROPERTY


 




	
  Quantity

  	
   

  	
  Item

  	
   

  	
  make

  
	
  4

  	
   

  	
  refrigerators
  - black

  	
   

  	
  Amana

  
	
  4

  	
   

  	
  dishwashers
  - black

  	
   

  	
  unk

  
	
  4

  	
   

  	
  microwaves

  	
   

  	
  unk

  
	
  2

  	
   

  	
  icemakers

  	
   

  	
  unk

  
	
  51

  	
   

  	
  admin
  station

  	
   

  	
  Kimball

  
	
  46

  	
   

  	
  L
  shaped desk

  	
   

  	
  Kimball

  
	
  84

  	
   

  	
  U
  shaped desks

  	
   

  	
  Kimball

  
	
  1

  	
   

  	
  36
  x 60 desk no return

  	
   

  	
  Kimball

  
	
  145

  	
   

  	
  desk
  chair

  	
   

  	
  unk

  
	
  212

  	
   

  	
  side
  chairs

  	
   

  	
  Kimball

  
	
  194

  	
   

  	
  conference
  chairs

  	
   

  	
  Kimball

  
	
  150

  	
   

  	
  wood
  bookcases

  	
   

  	
  Kimball

  
	
  70

  	
   

  	
  2
  dr file cabinet

  	
   

  	
  Harper’s

  
	
  55

  	
   

  	
  5
  drawer file cabinet

  	
   

  	
  Harper’s

  
	
  13

  	
   

  	
  3
  drawer file cabinet

  	
   

  	
  Harper’s

  
	
  4

  	
   

  	
  metal
  storage cabinet

  	
   

  	
  Holga

  
	
  7

  	
   

  	
  84
  inch library shelving

  	
   

  	
  Kimball

  
	
  2

  	
   

  	
  48x168
  conference table - oval

  	
   

  	
  Kimball

  
	
  2

  	
   

  	
  48
  x 120 conference table -square

  	
   

  	
  Kimball

  
	
  55

  	
   

  	
  black
  stacking chairs

  	
   

  	
  Kimball

  
	
  27

  	
   

  	
  rectangle
  wood training tables

  	
   

  	
  Kimball

  
	
  63

  	
   

  	
  upholstered
  stacking chairs

  	
   

  	
  Kimball

  
	
  2

  	
   

  	
  wooden
  podiums

  	
   

  	
  Kimball

  
	
  1

  	
   

  	
  48
  x 192 foot conference table oval

  	
   

  	
  Kimball

  
	
  36

  	
   

  	
  42
  inch wood round table

  	
   

  	
  Kimball

  
	
  2

  	
   

  	
  4
  drawer file cabinets

  	
   

  	
  Harper’s

  
	
  6

  	
   

  	
  upholstered
  bar heights stools

  	
   

  	
  Kimball

  
	
  12

  	
   

  	
  tall
  metal bookcase

  	
   

  	
  Kimball

  
	
  10

  	
   

  	
  lounge
  chairs

  	
   

  	
  Kimball

  
	
  4

  	
   

  	
  occasional
  side tables

  	
   

  	
  Kimball

  
	
  2

  	
   

  	
  bar
  height 24 inch tables

  	
   

  	
  Kimball

  
	
  2

  	
   

  	
  30x60
  work tables

  	
   

  	
  Kimball

  
	
  9

  	
   

  	
  120
  inch electronic projection screen

  	
   

  	
  unk

  
	
  1

  	
   

  	
  61
  inch plasma screen

  	
   

  	
  NEC

  
	
  3

  	
   

  	
  DVD
  players

  	
   

  	
  Pioneer

  
	
  3

  	
   

  	
  VHS
  VCR

  	
   

  	
  JVC

  
	
  3

  	
   

  	
  ceiling
  mounted LCD projectors

  	
   

  	
  Sanyo

  
	
  3

  	
   

  	
  wireless
  microphone systems

  	
   

  	
  Shure

  
	
  12

  	
   

  	
  ceiling
  mounted speakers

  	
   

  	
  SoundAdvance

  






 


 


Exhibit B


1























  


 


Seaview Phone Switch Inventory


4th Floor MDF 4.1


 


1 EPN (Expansion Port Network) 


1 DS1 Converter Circuit Pack 


1 Maintenance Circuit Pack 


1 Tone Clock Circuit Pack 


9 Digital Circuit Packs (16 Port) 


1 Analog Circuit Pack (16 Port) 


1 CO Trunk Circuit Pack 


4 CSU Modules (with Power Supply) 


5 110 Punch-down blocks (Mounted on wall) 


2 Wire spools (yellow/blue - white/blue) 


 


Seaview Network Inventory


4th Floor MDF 4.1


 


Cisco 6509 switch with the following equipment: 


 


	
  WS-C6509

  	
  x1

  
	
  WS-CAC-2500W

  	
  x2

  
	
  WS-X6K-SUP2-2GE

  	
  x1

  
	
  WS-X6416-GBIC

  	
  x1

  
	
  WS-X6348-RJ-45

  	
  x1

  
	
  WS-X6348-RJ-21

  	
  x3

  



 


5th Floor IDF 5.1


 


Cisco 6509 Switch with the following equipment: 


 


	
  WS-C6509

  	
  x1

  
	
  WS-CAC-2500W

  	
  x2

  
	
  WS-X6K-SUP1A-2GE

  	
  x1

  
	
  WS-X6348-RJ-21

  	
  x2 

  



 


Exhibit B


2























  


 


6th Floor IDF 6.1


 


Cisco 6509 Switch with
the following equipment: 


 


	
  WS-C6509

  	
  x1

  
	
  WS-CAC-2500W

  	
  x2

  
	
  WS-X6K-SUP1A-2GE

  	
  x1

  
	
  WS-X6348-RJ-21

  	
  x2

  



 


Exhibit B


3























  


 


EXHIBIT C


 


                ,
2004


Our Irrevocable Standby


Letter of Credit
No.          


 


Pfizer Inc (“Beneficiary”)



235 East 42nd
Street 


New York, NY 10017-5755 


 


Gentlemen: 


 


1.             By order of our client, Accelrys,
Inc. (“Applicant”), we hereby establish in Beneficiary’s favor our
unconditional Irrevocable Standby Letter of Credit No.              
in the amount of $                  (                                                   U.S.
DOLLARS), for the account of Beneficiary, which is available for payment upon
presentation of Beneficiary’s draft(s) at sight on us, accompanied by: 


•                                          A statement purportedly signed by an
officer of Beneficiary, certifying as follows: 
“We hereby certify that the draft amount is due in accordance with the
terms and conditions of the Sublease dated May 18, 2004, executed by Pfizer
Inc, and Accelrys, Inc., as subsequently assigned and amended, (the “Lease”);”
and 


•                                          The original Letter of Credit instrument.



2.             We engage with Beneficiary that
your draft(s) drawn hereunder and in compliance with the terms of this credit
will be duly honored by us on delivery of documents as specified, if presented,
in person or by generally recognized overnight delivery or courier, at [need to fill in the address for the issuer of the LLC], on
or before the one-year anniversary of the date hereof, or any automatically
extended date, as herein before set forth. 


3.             This unconditional Irrevocable
Standby Letter of Credit shall be deemed to be automatically extended, without
amendment, for a period of one year from the present or any future expiration date
unless we shall notify Beneficiary in writing by registered mail, which notice
is received at least thirty (30) days prior to such expiration date, that we
elect not to consider this Letter of Credit renewed for any such additional
one-year period. 


4.             Drafts drawn hereunder must be
marked “Drawn under                                                 ,
Irrevocable Standby Letter of Credit Number              ,
dated                                 ,
2004”. 


5.             Beneficiary may make full or
multiple partial draws from time to time upon 


 


Exhibit C


1























  


 


this Letter of
Credit.  Draws may be made either in
person or by presentation made by generally recognized delivery or courier
service. 


6.             Each payment under this Letter of
Credit will be made upon presentation of the documents specified herein as set
forth above, by wire transfer of immediately available funds in U.S. Dollars
to: 


Chase Manhattan
Bank, N.A. 


One Chase
Manhattan Plaza 


New York, NY 10081



Pfizer Acct #
0361034655 


Aba Routing #
021000021 


or to any other bank
account of which Beneficiary notifies us. 
For all purposes of this Letter of Credit, the term “business day” means
any day other than a Saturday, Sunday or other day on which banks are
authorized or required to be closed in New York, New York. 


7.             Applicant shall pay all fees and
costs of, or in connection with, this Letter of Credit. 


8.             This Letter of Credit cannot be
amended, discharged or terminated except by a writing signed by authorized
representatives of Beneficiary and the undersigned on or before the Expiration
Date. 


9.             Please address all communications
regarding this Letter of Credit to Beneficiary at 235 East 42nd Street, New
York, NY 10017-5755, mentioning specifically our Letter of Credit No.                    .  The address for Beneficiary set forth above
may be changed by Beneficiary at any time and from time to time upon ten (10)
days prior written notice. 


10.           This Letter of Credit may be
transferred upon request of Beneficiary to any party, including but not limited
to a successor-in-interest to Beneficiary under the Lease, without any action
by Applicant.  This Letter of Credit
shall survive the termination of the Lease. 


11.           Except as otherwise expressly stated
herein above, this credit is issued subject to the International Standby
Practices 1998. 


12.           This Letter of Credit sets forth in
full the terms of our undertaking, and such terms shall not in any way be
modified, amended, amplified or limited by reference to any document,
instrument or agreement referred to herein; and any such reference shall not be
deemed to incorporate in this Letter of Credit by reference any document,
instrument or agreement. 


 


 


 


Exhibit C


2























  


 




	
  Yours very truly,

  
	
  Authorized Signature

  
	
   

  
	
   

  






 


 


Exhibit C


3























  


 


EXHIBIT D


CONSENT TO SUBLEASE


Master Landlord
hereby acknowledges receipt of a copy of this Sublease, and consents to the
terms and conditions of this Sublease. 
By this consent, Master Landlord shall not be deemed in any way to have
entered into the Sublease or to have consented to any further assignment or
sublease. 


 




	
  MASTER LANDLORD 

  
	
  LNR Seaview, Inc., 

  
	
  a California
  corporation 

  
	
   

  	
   

  
	
  By:

  	
   

  
	
  Name:

  	
   

  
	
  Its:

  	
   

  
	
  Dated:

  	
   

  






 


Exhibit D


1