Exhibit 10.44



 




Exhibit 10.44




LEASE EXPIRATION ADVANCEMENT AGREEMENT



     This Lease Expiration Advancement Agreement (the “Agreement”) is effective
July 31, 2003, by and between Charleston Properties, a California general
partnership (“Landlord”) and Intuit Inc., a Delaware
corporation (“Tenant”), with
reference to the following facts and objectives.




R E C I T A L S



     WHEREAS, Landlord and Tenant entered into those certain Lease Agreements
(the “Prior Lease Agreements”) for premises located in the City of Mountain
View, County of Santa Clara, more particularly described as follows:



     (1)  approximately 42,632 gross square feet located in a building commonly
known as 2550 Garcia Avenue, Mountain View, California and known by Landlord as
Building 1 known by Tenant as Building 5;



     (2)  approximately 42,632 gross square feet located in a building commonly
known as 2500 Garcia Avenue, Mountain View, California and known by Landlord as
Building 2 known by Tenant as Building 4;



     (3)  approximately 43,257 gross square feet located in a building commonly
known as 2535 Garcia Avenue, Mountain View, California and known by Landlord as
Building 3 known by Tenant as Building 1;



     (4)  approximately 42,632 gross square feet located in a building commonly
known as 2475 Garcia Avenue, Mountain View, California and known by Landlord as
Building 4 known by Tenant as Building 2;



     (5)  approximately 42,632 gross square feet located in a building commonly
known as 2525 Garcia Avenue, Mountain View, California and known by Landlord as
Building 5 known by Tenant as Building 3;



     (6)  approximately 41,366 gross square feet located in a building commonly
known as 2650 Coast Avenue Mountain View, California and known by Landlord as
Building B known by Tenant as Building 8;



     (7)  approximately 58,111 gross square feet located in a building commonly
known as building 2700 Coast Avenue, Mountain View, California and known by
Landlord as Building C known by Tenant as Building 7;



     (8)  approximately 43,231 gross square feet located in a building commonly
known as 2750 Coast Avenue, Mountain View, California and known by Landlord as
Building D known by Tenant as Building 6; and







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     (9)  approximately 62,905 gross square feet located in a building commonly
known as 2675 Coast Avenue, Mountain View, California and known by Landlord as
Building E known by Tenant as Building 11.



     WHEREAS, simultaneously with the execution of this Lease Expiration
Advancement Agreement, Landlord and Tenant shall be entering into two lease
agreements (“New Lease Agreements”) for the Premises (as defined in the New
Lease Agreements);



     WHEREAS, Landlord and Tenant desire to advance the expiration dates of the
Prior Lease Agreements, upon the terms and conditions hereinafter set forth.



     NOW, THEREFORE, the parties agree as follows.



     1.   Expiration of Prior Lease Agreements. Notwithstanding any provision of
the Prior Lease Agreements to the contrary, Landlord and Tenant agree to
advance the expiration dates of the Prior Lease Agreements to the date
immediately preceding the Commencement Date set forth and defined in the New
Lease Agreements (“Expiration Date”) and any and all rights to extend the
expiration date and/or term of the Prior Lease Agreements are hereby terminated.



     2.   Monetary Obligations. Tenant agrees to pay all monetary obligations
which have accrued under the Prior Lease Agreements through and including the
Expiration Date. Without limiting the foregoing, Tenant shall pay all
Additional Rent (including, without limitation, operating expenses) through and
including the Expiration Date pursuant to the terms of the Prior Lease
Agreements.



     3.   Security Deposit. Landlord and Tenant acknowledge that Landlord
currently holds $625,000 as a security deposit under the terms of the Prior
Lease Agreements. Landlord shall return any security deposits held by Landlord
pursuant to the terms of the Prior Lease Agreements.



     4.   Ongoing Obligations. Tenant acknowledges that it’s obligations continue
through the Expiration Date of the Prior Lease Agreements and, in addition, the
Prior Lease Agreements provide for terms and conditions that survive the
expiration date of the Prior Lease Agreements including, but not limited to,
provisions relating to the condition of the Premises, reconciliation of
expenses, etc. Notwithstanding the foregoing, if there are any inconsistencies
between the provisions of the Prior Lease Agreements which survive termination
and the New Lease Agreements, the terms of the New Lease Agreements shall
prevail, except with respect to the reconciliation of Additional Rent and other
monetary obligations due under the Prior Lease Agreements which shall be
governed by the terms and conditions of the Prior Lease Agreements.



     5.   Attorney’s Fees. In the event of any litigation regarding the rights
and obligations of the parties under this Agreement, the prevailing party shall
be entitled to reasonable attorney’s fees and court costs.



     6.   General Provisions.







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               A. Time of Essence. Time is of the essence of each provision of this
Agreement.




               B. Successors and Assigns. This Agreement shall be binding on and inure to
the benefit of the parties and their respective successors and assigns.




               C. Governing Law/Venue: This Agreement shall be construed and interpreted
in accordance with the laws of the State of California.




               D. Integrated Agreement; Modification: This instrument contains the entire
agreement of the parties and cannot be amended or modified except by a written
Agreement, executed by each of the parties hereto.




               E. Captions. The captions of this Agreement are for convenience purposes
only, and shall have no effect on its construction or interpretation.




               F. Singular and Plural; Gender: When required by the context of this
Agreement, the singular shall include the plural, and the masculine shall
include the feminine.




               G. Waiver: No consent or waiver, express or implied, by either party to
this Agreement of any breach or default by the other in the performance of any
obligations hereunder shall be deemed or construed to be a consent or waiver to
or of any other breach or default by such party hereunder. Failure on the part
of any party hereto to complain of any act or failure to act of the other party
or to declare the other party in default hereunder, irrespective of how long
such failure continues, shall not constitute a waiver of the rights of such
party hereunder.




               H. Severability: The unenforceability, invalidity, or illegality of any
provision shall not render the other provisions unenforceable, invalid or
illegal.




Balance of Page Intentionally Left Blank, Next Page Is Signature Page







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     IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date and year first above written.







	 	 	 	 	 
	 	LANDLORD
	 	 	 	 	 
	 	Charleston Properties, a California
	 	general partnership
	 	 	 	 	 
	 	 	 	 	 
	 	By:	 	/s/ (Illegible)	 
	 	 	 	

	 	
Its:
	 	General Partner	 
	 	 	 	

	 	 	 	 	 
	 	TENANT
	 	 	 	 	 
	 	Intuit Inc., a Delaware corporation	 
	 	 	 	 	 
	 	
By:
	 	/s/ Robert B. Henske	 
	 	 	 	
	 
	 	
Its:
	 	SR. V.P., Chief Financial Officer	 
	 	 	 	
	 
	 	 	 	 	 
	 	
By:
	 	/s/ Janelle Wolf	 
	 	 	 	
	 
	 	
Its:
	 	Assistant Secretary	 
	 	 	 	
	 




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