EXHIBIT 10.1

THIRD AMENDMENT TO LEASE
AGREEMENT

THIS THIRD AMENDMENT (the "Third Amendment")
is made and entered into as of February 27,
2014 (the “Third Amendment Effective Date”), by and between Exponent Realty, LLC, a Delaware limited liability company
("Landlord"), and Geron Corporation, a Delaware corporation ("Tenant").
Capitalized terms set forth herein and not
otherwise expressly defined shall have the meaning set forth in the Lease.


RECITALS 

	A.	      	Landlord and Tenant
      are parties to that certain Office Lease Agreement dated February
      29th, 2012 (the "Lease")
      , the First Amendment dated January 10,
      2014 (the “First
      Amendment”), and the Second Amendment
      dated January 31st, 2014 (the “Second Amendment).Collectively,
      the Lease, First Amendment and Second Amendment are referred to herein as
      the “Lease”. Pursuant to the Lease, Landlord has leased to Tenant (i) space
      currently containing approximately 30,174 rentable square feet as
      set forth on EXHIBIT A to the Lease (the "Premises") on the second floor
      of the building, known as suites 2020, 2044, 2055, 2069 and 2070, located
      at 149 Commonwealth Dr., Menlo Park, CA 94025 (the
      "Building").
	 
	B.		The Lease by its terms
      is due to expire on July 12, 2014, ("Termination Date"), and the
      parties now desire to extend the term of the Lease, change the rental
      rate, reduce the rentable area, provide a tenant improvement allowance and
      include one option to extend the lease term, all on the following terms
      and conditions.


AGREEMENT 

     NOW,
THEREFORE, in consideration of the above
recitals which by this reference are incorporated herein, the mutual covenants
and conditions contained herein and other valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as
follows: 

	      	1.	      	Rentable Area
      (approximate). The Rentable Area
      set forth in section C.2 a. of the BASIC
      LEASE PROVISIONS shall be changed upon
      the Amendment Term Commencement Date to read:


C.2.a. 23,946 rentable square feet,
suites known as 2020, 2070 and 2118. Tenant will vacate the suites commonly
referred to as 2044, 2055 and 2069 containing 6,372 rentable square feet, no
later than midnight on July12th, 2014.

	      	2.	      	Amendment
      Term. The Lease Term set forth in section C.3 of the
      BASIC LEASE PROVISIONS is hereby amended to add the Amendment Term, as
      follows:



C.3. Amendment Term: Eighteen (18)
Months and nineteen (19) days commencing on the commencement date of July 13,
2014 and ending on January 31, 2016 (the “Expiration Date”), as such term may be
extended or sooner terminated as provided in the Lease 

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	      	3.	      	Commencement
      Date. The Commencement Date set
      forth in section C.4 of the BASIC LEASE
      PROVISIONS is hereby changed to add the
      Amendment Term Commencement Date:


C.4. Amendment Term Commencement Date:
July 13, 2014 

	      	4.	      	Tenant’s
      Building Percentage. The Tenant’s
      Building Percentage set forth in section C.5 of the BASIC LEASE PROVISIONS shall be changed upon the Amendment Term Commencement Date to
      read:


C.5. Fifteen and fifty eight hundredth
percent (15.58%) 

	      	5.	      	Base Rent.  The Base Rent set forth in section
      C.6 of the BASIC LEASE PROVISIONS
      shall be changed upon the Amendment
      Term Commencement Date to read:


C.6. Three Dollars and Ten cents
($3.10) per rentable square foot per month full service (or $74,232.60 monthly)


	      	6.	      	TI Allowance. The Tenant Improvement Allowance
      set forth in section C.12 of the BASIC
      LEASE PROVISIONS shall be changed upon
      the Amendment Term Commencement Date to read:


C.12.
Tenant Improvements made prior to the Third
Amendment Effective Date shall be reimbursed as provided for in Paragraph
5.A.(iii) of the Lease (Tenant Improvement Allowance Reimbursement) and the
Tenant Improvement Work Letter attached as Exhibit C to the Lease Agreement by
July 12, 2014 and no further amounts shall be due by Tenant with respect to such
Tenant Improvements. Any Tenant Improvements made on or after the Third
Amendment Effective Date shall be reimbursed as provided for in Paragraph
5.A.(iii) of the Lease (Tenant Improvement Allowance Reimbursement) and Exhibit
C Tenant Improvement Work Letter attached hereto.

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	      	7.	      	Option To
      Extend. The Conditions to Exercise of Options set forth in
      Paragraph 4. E.(i) and 4.E.(ii) of the Lease shall
      be changed upon the Amendment Term Commencement Date to
      read:




4.
E.(i) Conditions to Exercise of Lease.
Provided that Tenant is not in Default under this Lease at the time of exercise
of the option to extend or at the commencement of the extension term, Tenant
shall have the right to extend the Term of the Lease for one additional period
of eighteen (18) months (Extension Term)
commencing on February 1, 2016. 

4.E.(ii) Notice
of Exercise. If Tenant elects to extend this lease for the Extension Term,
Tenant shall deliver written notice (“Exercise Notice”) of its exercise to
Landlord not earlier than 180 days and not less than 150 days. Prior to the
Extension Term Expiration Date. Tenant’s Failure to deliver the Exercise Notice
in a timely manner shall be deemed a waiver of Tenant’s rights to extend the
Term of this Lease. 

	      	8.	      	Rent.




	             	8.1	      	Paragraph 5.A of the Lease is
      hereby amended to delete the first two sentences, which
  read:
	 	 	 	 
	 	 	 	“Tenant shall
pay the First Month's Base Rent by the Commencement Date. Notwithstanding the
foregoing, the parties acknowledge and agree that under that certain Office
Lease Agreement dated May 1, 2007 by and between the parties (the "2007 Lease"),
Tenant has previously paid in full all rent due with respect to Suite 2070 up to
and including July 31, 2012. Accordingly, no Base Rent shall be due under this
Lease by Tenant with respect to Suite 2070 from the Commencement Date up to and
including July 31, 2012.” 
	 	 	 	 
		8.2	      	Paragraph 5.D.(i) of the
Lease is hereby amended to delete the last  sentence, which read:
	 	 	 	 
	 	 	 	“The Extension
Term Initial Monthly Base Rent shall increase by three percent (3%) on an annual
basis.” 






	      	9.	      	Operating
      Expenses. The Operating Expense set
      forth in Paragraph 15.B (vii) of the Lease shall be changed upon the
      Amendment Commencement Date to read as follows:


(vii) A
management fee of no more than three percent (3%) of annual actual operating
expenses generated by the Project (which management may be provided either by
Landlord, affiliates of Landlord and/or by third parties) (the “Management
Fee”),

	      	10.	    	Right of First
      Offer. The Right of First Offer set
      forth in Paragraph 47 of the Lease is hereby deleted in its
      entirety.


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	      	11.	      	Tenant Improvements Work
      Letter. The Tenant Improvements
      Work Letter attached to the LEASE as Exhibit C shall be deleted in its
      entirety upon the Amendment Commencement Date and replaced with Exhibit C
      attached hereto.
		 
		12.		Amendment Commencement Date
      Memorandum. The parties shall
      execute an Amendment Commencement Date Memorandum, in the form attached
      hereto as EXHIBIT B, setting forth the Amendment Commencement Date and
      Expiration Date.
		 
		13.		Miscellaneous.



	               	13.1.	      	This Third Amendment, which is
      hereby incorporated into and made a part of the Lease, sets forth the
      entire agreement between the parties with respect to the matters set forth
      herein. There have been no additional oral or written representations or
      agreements. Under no circumstances shall Tenant be entitled to any further
      Rent abatement, improvement allowance, leasehold improvements, or other
      work to the Premises, or any similar economic incentives that may have
      been provided Tenant in connection with entering into the Lease, except as
      specifically set forth in this Third Amendment. Tenant may disclose the
      terms and conditions of the Lease, as amended by this Third Amendment, if
      required by applicable law which shall include the requirements of the
      United States Securities and Exchange Commission.
		 
		13.2.		Except as herein modified or
      amended, the provisions, conditions and terms of the Lease shall remain
      unchanged and in full force and effect.
		 
		13.3		In the case of any inconsistency
      between the provisions of the Lease and this Third Amendment, the
      provisions of this Third Amendment shall govern and control.
		 
		13.4		Submission of this Third
      Amendment by Landlord is not an offer to enter into this Third Amendment
      but rather is a solicitation for such an offer by Tenant. Landlord shall
      not be bound by this Third Amendment until Tenant and Landlord have
      executed this Third Amendment and Landlord has delivered the same to
      Tenant.


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	               	13.5.	      	Tenant hereby represents to
      Landlord that Tenant has dealt with no real estate brokers or agents in
      connection with this Third Amendment. Tenant agrees to indemnify and hold
      Landlord, its members, principals, beneficiaries, partners, officers,
      directors, employees, mortgagee(s) and agents, and the respective
      principals and members of any such real estate brokers or agents
      (collectively, the "Landlord Related
      Parties") harmless from all claims of
      any real estate brokers or agents claiming to have represented Tenant in
      connection with this Third Amendment. Landlord hereby represents to Tenant
      that Landlord has dealt with no real estate brokers or agents in
      connection with this Third Amendment. Landlord agrees to indemnify and
      hold Tenant, its members, principals, beneficiaries, partners, officers,
      directors, employees, and agents, and the respective principals and
      members of any such real estate brokers or agents (collectively, the
      "Tenant Related Parties")
      harmless from all claims of any real
      estate brokers or agents claiming to have represented Landlord in
      connection with this Third Amendment.
				  
		13.6.		Each signatory of this Third
      Amendment represents hereby that he or she has the authority to execute
      and deliver the same on behalf of the party hereto for which such
      signatory is acting.


      [SIGNATURES ARE ON FOLLOWING PAGE]

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     IN WITNESS
WHEREOF, Landlord and Tenant have duly
executed this Second Amendment as of the day and year first above written.


				LANDLORD:
				  
				EXPONENT REALTY, L.L.C.,
				a Delaware limited liability company
				  
	Date: 	2/27/14		By:	/s/ Richard L. Schlenker
		 		Name:  	Richard L. Schlenker
					 
  
			 	Title:	Executive Vice President and
					Chief Financial Officer
	 	 	 	 	 
	       
				TENANT:
				  
				GERON CORPORATION,
				A
      Delaware
      corporation
	   
	Date:	2/27/14		By:	/s/ John A. Scarlett
				Name:  	John A. Scarlett
				Title:	CEO



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EXHIBIT A 

PREMISES 



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EXHIBIT B 

COMMENCEMENT DATE
MEMORANDUM 

	LANDLORD:	      	EXPONENT REALTY, LLC, a Delaware limited liability
      company
	   
	TENANT:		GERON CORPORATION, a Delaware corporation
	  		 
	LEASE EFFECTIVE		   
	DATE:	 	
	  		 
	PREMISES:		149 Commonwealth Drive, Suite 2070,
			Menlo Park, California
94025



Pursuant to Paragraph 11 of the Third
Amendment, the Commencement Date is hereby established as July 13, 2014 and the
Expiration Date is established as January 31, 2016


	LANDLORD:
	 
	EXPONENT REALTY, LLC,
	a Delaware limited liability company
	 
	By: Exponent, Inc., a Delaware corporation, its
      sole
	member and manager
	 
	      	By:	      	 
  
			Richard L. Schlenker,
			Executive Vice President and
			Chief Financial
Officer





	TENANT:
	  
	GERON CORPORATION,
	a Delaware corporation
	  
	      
      By:     	 
	  
	      
      Its:       	 




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EXHIBIT C 
TENANT
IMPROVEMENTS

WORK LETTER 

Landlord and Tenant agree as
follows:

     1. General.


          (a) The
purpose of this Work Letter is to set forth how the interior improvements in the
Premises (the “Initial Installations”) are to be constructed, who will do the
construction of the Initial Installations, who will pay for the construction of
the Initial Installations, and the estimated time schedule for completion of the
construction of the Initial Installations. 

          (b) Except
as defined in this Work Letter to the contrary, all terms utilized in this Work
Letter shall have the same meaning as the defined terms in the Lease.


          (c) The
terms, conditions and requirements of the Lease, except where clearly
inconsistent with or inapplicable to this Work Letter, are incorporated into
this Work Letter. 

          (d) Except
for the Initial Installations to be constructed pursuant to this Work Letter,
Tenant accepts the Premises in its “as is” condition and acknowledges that it
has had an opportunity to inspect the Premises prior to signing the Lease.


    
2. Preparation of Plans and Construction Schedule and Procedures. Tenant,
at Tenant’s sole cost and expense, shall arrange for the preparation of the
Proposed Plans and Final Plans and the Landlord shall arrange for the
construction of the Initial Installations in accordance with the following
schedule: 

    
(a) Within thirty (30) days following the Effective Date of the Lease,
Tenant shall cause the architect selected by Tenant (the “Architect”) to prepare
and deliver to Tenant for Landlord's and Tenant's approval, the following
proposed drawings, which drawings shall be in substantially final form and in
sufficient detail (each individually or collectively, the “Proposed Plans”) for
the Initial Installations Tenant desires to have completed in the Premises:


          (i)
Architectural drawings (consisting of demolition plans, floor construction plan,
elevation plan, ceiling lighting and layout, power, and telephone plan);


          (ii)
Mechanical drawings (consisting of HVAC, sprinkler, electrical, telephone, and
plumbing); 

          (iii)
Finish schedule (consisting of wall finishes and floor finishes and
miscellaneous details);

          (iv)
Structural drawings, if necessary; 

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          (v) Structural calculations, design and construction
specifications with respect to the hanging conference room wall that Tenant
desires to have installed on the Premises; and 

          (vi) Such
other information as may be necessary or advisable to allow for the construction
of the Initial Installations. 

    
(b) The Proposed Plans and all necessary mechanical, electrical and
structural drawings shall be prepared by the Architect (and mechanical,
electrical and structural engineers chosen by Tenant and approved by Landlord),
each at Tenants sole cost and expense, except as otherwise provided in this Work
Letter. 

    
(c) Landlord shall, within 10 days after receipt of the Proposed Plans,
advise Tenant of any reasonable changes or corrections which Landlord requests.
Tenant shall cause Architect to revise the Proposed Plans as changed or
corrected by Landlord and resubmit the revised Proposed Plans to Landlord.
Landlord shall, within 5 days after receipt of Architect's revised Proposed
Plans, advise Tenant of any additional reasonable changes which Landlord
requests. If Landlord disapproves the revised Proposed Plans specifying the
reason therefore, Tenant shall, to the extent such proposed changes are
reasonable, within 10 days of receipt of Landlord’s required changes, cause
Architect to revise the Proposed Plans and resubmit them to Landlord. Landlord
shall, again within 5 days after receipt of Architect's revised Proposed Plans,
advise Tenant of further changes, if any, required for Landlord’s approval. This
process shall continue until Landlord has approved the revised Proposed Plans.
Notwithstanding anything to the contrary contained in the immediately preceding
sentence, “Final Plans” shall mean the Proposed Plans, as revised, which have
been approved by Landlord and Tenant in writing. Landlord agrees not to withhold
or deny its approval unreasonably. 

    
(d) Landlord shall not be required to
perform, and Tenant shall not request, work which would (i) require changes to
structural components of the Building (except as expressly permitted hereby) or
the exterior design of the Building, (ii) require any material modification to
the Building systems or other Building installations outside the Premises, (iii)
not comply with all applicable laws, or (iv) be incompatible with either the
certificate of occupancy issued for the Building or affect the value or
appearance of the Building or the Building's status as a first-class office
building. Any changes required by any governmental authority affecting the
construction of the Initial Installation shall be performed by Landlord, and
paid for in accordance with the provisions of this Lease governing Tenant
Improvement Allowance Reimbursement, and shall not be deemed to be a violation
of the Final Plans or of any provision of this Work Letter, and shall be deemed
automatically accepted and approved by Tenant. Landlord shall give notice to
Tenant of any change in the Final Plans required by any Governmental Authority
promptly after Landlord receives notice thereof

    
(e) Neither the preparation of the Proposed Plans and resulting Final
Plans by Architect, nor the review or approval by Landlord of the Proposed Plans
and resulting Final Plans shall constitute a representation or warranty by
Landlord that such plans either (i) are complete or suitable for their intended
purpose, or (ii) comply with applicable laws and any insurance requirements; it
being expressly agreed by Tenant that Landlord assumes no responsibility or
liability whatsoever to Tenant or to any other person or entity for such
completeness, suitability or compliance. Tenant shall not make any changes in
the Final Plans without Landlord's prior written approval, which shall not be
unreasonably withheld or delayed; provided that
Landlord may, in the exercise of its sole and absolute discretion, disapprove
any proposed changes adversely affecting the certificate of occupancy issued for
the Building or Premises or the Building's structure, systems (including
Intrabuilding Network Telephone Cable), equipment, appearance or value.


10







     (f) As soon as
reasonably possible following Landlord’s and Tenant’s approval of the Final
Plans, Landlord shall identify two (2) general contractors mutually acceptable
to Landlord and Tenant and Landlord shall obtain bids and estimated timelines
for the construction of the Initial Installation from such general contractors,
for review by Landlord and Tenant. Subject to the cost and timelines set forth
in the bids, Tenant may notify Landlord that it wishes to revise the approved
Final Plans to affect modifications in cost or timeline, and in that case Tenant
shall submit revised Proposed Plans to Landlord to be reviewed and finalized in
accordance with Sections 1(a) – (c). After review of the bids submitted with
respect to the Final Plans, the parties shall mutually agree upon an acceptable
general contractor to be hired by Landlord to build the Initial Installations
indicated on the Final Plans as soon thereafter as reasonably possible but in
any event prior to the Commencement Date, consistent with industry custom and
procedure. Landlord shall, through the general contractor, require the Initial
Installation to meet customary standards of completeness, suitability and
compliance. Subject to the terms outlined in Paragraph 5Aiii , Landlord shall,
at its expense, install the Initial Improvements (in an amount not to exceed one
dollar ($1.00) per rentable square foot of the Premises (up to $23,946.00 ) (the
“Tenant Improvement Allowance”)) specified in the Final Plan, respectively
("Landlord's Work"). Tenant shall have the right, but not the obligation, to
utilize some or all of the Tenant Improvement Allowance in connection with the
Initial Installation or any future Alterations permitted under the Lease.
Landlord shall not be obligated to provide any improvements other than
Landlord's Work. Tenant shall pay, not later than the completion of the Initial
Installation or ten (10) business days after Tenant's receipt of an invoice, for
the cost of all Initial Installation requested by Tenant and approved and/or
installed by Landlord which exceeds the Tenant Improvement Allowance.
Notwithstanding anything contained herein to the contrary, Landlord’s Work shall
not include installing interior Cable to the workstations, which shall be
performed by Tenant’s contractor at Tenant’s sole cost and expense. Landlord
shall be responsible for obtaining all permits and governmental inspections and
approvals determined by Landlord to be necessary in connection with the Initial
Installation.

    
(g) Any material revisions by Tenant of the Final Plans, Tenant's refusal
to approve comparable (in quality and price) materials, finishes or
installations proposed by Landlord in lieu of materials, finishes or
installations requested by Tenant that are not readily available when required
to be installed or any failure by Tenant to comply with the dates and time
limits in this Work Letter, shall constitute “Tenant Delays”. Landlord’s failure
to conduct its responsibilities in this Work Letter in accordance with the dates
and time limits in this Work Letter shall constitute “Landlord Delays”. In
addition, Landlord shall have the right to stop construction if Tenant fails to
pay such sums or otherwise materially defaults in the performance of its
obligations under the Lease or this Work Letter, and all such periods in which
work has stopped or been suspended shall constitute Tenant Delays. If Tenant
requests changes to the approved Final Plans, any delays reasonably caused
thereby in Substantially Completing construction of the Initial Installations
caused thereby shall also constitute Tenant Delays. Notwithstanding anything to
the contrary, neither party shall have any liability hereunder in case of an
event of force majeure, as set forth in Paragraph 49.N. of the Lease.


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     3. Change Orders.
If Tenant requests any changes to the Final Plans, Landlord shall not
unreasonably withhold its consent to any such changes, provided the changes do
not adversely affect the Base Building or the Building’s structure, systems
(including Intrabuilding Network Telephone Cable), equipment, appearance or
value. Such changes shall be set forth in a Change Order which must be approved
in writing by Landlord and Tenant. If such changes as set forth in an approved
Change Order increase the cost of constructing the Initial Installations shown
on the Final Plans, Tenant shall bear such costs, which shall be reimbursed to
Landlord in accordance with the terms and conditions of Paragraph 5.A.(iii) of
the Lease for Tenant Improvement Allowance Reimbursement. If the actual
increased costs for changes set forth in an approved Change Order are greater
than the estimated increased costs, Tenant shall bear such costs, which shall be
reimbursed to Landlord in accordance with the terms and conditions of Paragraph
5.A.(iii) of the Lease for Tenant Improvement Allowance Reimbursement. If the
Change Order requires costs to be paid by Tenant, the costs charged by Landlord
to Tenant with respect to such Change Order shall be equal to the sum of (a) the
amount of money Landlord has to pay to cause the Initial Installations, as
reflected by revised Final Plans, to be constructed above the costs that
Landlord would have had to pay to cause the Initial Installations to be
constructed if no changes had been made to the Final Plans (“Differential”), and
(b) any cancellation fees, reshipping charges or any other similar costs
incurred by Landlord in connection therewith. If such changes as set forth in an
approved Change Order delay Landlord’s completion of the work shown on the Final
Plans, then such delay shall constitute a Tenant Delay. Any other actions of
Tenant, or inaction by Tenant, which delays Landlord in completing the Initial
Installations shown on such Final Plans shall also constitute a Tenant Delay.
Whenever possible and practical, Landlord will utilize, for the construction of
the Initial Installations, the items and materials designated in the Final
Plans; provided, however, that whenever Landlord reasonably determines in its
judgment that it is not practical or efficient to use such materials, Landlord
shall have the right to substitute comparable (in terms of quality and cost)
items and materials with the prior written approval of Tenant (or of better
quality if no such comparable item exists or is readily obtainable, provided
that if the cost of such better quality items or materials is materially greater
than that of the designated materials, Tenant’s prior written approval shall be
required); at no time shall Tenant be required to accept an inferior substitute
because of the unavailability of the item specified). If Tenant refuses to grant
such consent for a comparable item or material or a better quality item or
material of substantially the same cost, and Landlord is reasonably delayed in
causing the Premises, or any part thereof, to be Substantially Complete because
of Tenant’s failure to permit the substitution of comparable items and materials
(or of similarly priced better quality if no such comparable item exists or is
readily available), such delay shall constitute Tenant Delays. 

    
4. Entry by Tenant and Its Agents; Designation of Tenant’s Construction
Agent. 

          (a) Subject
to the terms of the Lease (with an effective date of February 24, 2012), Tenant,
its personnel and Tenant Related Parties has and shall continue to have the
right to enter, occupy and utilize the Existing Space), subject to the reduction
in space set forth in Paragraph 1 of this amendment . Except as hereinafter
expressly provided, no Tenant Related Parties shall enter any portion of the
Premises other than the Existing Space (such other portion being referred to
herein as the “Additional Space”) during the performance of Landlord’s Work.
Tenant hereby designates Michael Yamada as its authorized agent (“Tenant’s
Construction Agent”) for the purpose of submitting to Landlord and authorizing
any Change Orders and for the purpose of consulting with Landlord as to any and
all aspects of Landlord’s Work. Tenant’s Construction Agent shall have the
right to inspect the Premises during the course
of Landlord’s Work provided Tenant’s Construction Agent shall coordinate such
inspection with Landlord and/or its contractor in advance. 

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          (b) Landlord shall allow Tenant to have access to the
Additional Space (i) at the commencement of construction of the Landlord’s Work
for purposes of due diligence and installing Cabling (including data racks for
terminating the wires to the patch panels) and security systems, and (ii) upon
the Effective Date of the Lease with respect to portions of the Additional Space
not occupied by other tenants (and upon the date of vacation of such other
tenants with respect to portions of the Additional Space occupied by other
tenants)in order to install fixtures, furnishings and equipment and to otherwise
prepare the Premises for occupancy, subject to and in compliance with Section 4
d of the Lease, which right shall expressly exclude making any structural
modifications. Except as expressly permitted herein, in no event shall Tenant,
its employees, designers, contractors and workmen enter the Additional Space
prior to the Commencement Date unless and until such entry has been expressly
authorized by Landlord or Landlord’s Agent (Todd Squellati or Kevin Booker).
During any such entry prior to the Commencement Date (a) Tenant shall comply
with all terms and conditions of this Lease as if the Commencement Date shall
have occurred other than the obligation to pay Rent, (b) Tenant shall not
interfere with Landlord’s completion of the Landlord’s Work, (c) Tenant shall
cause its personnel and contractors (“Tenant Related Parties”) to comply with
any terms and conditions that Landlord or Landlord’s contractor may reasonably
impose and (d) Tenant shall not begin operation of its business in the
Additional Space. Tenant acknowledges that Tenant shall be responsible for
obtaining all applicable permits and inspections relating to any such entry by
Tenant. Tenant hereby assumes the entire risk of damage of, or injury to, any of
Tenant’s furniture, furniture systems or equipment installed or placed in any
portion of the Additional Space by Tenant prior to the Commencement Date.


          (c) If
Tenant shall enter upon the Additional Space prior to the completion of
Landlord’s Work, Tenant shall indemnify and save Landlord harmless from and
against any and all Losses arising from or claimed to arise as a result of (i)
any act, neglect or failure to act of Tenant or anyone entering the Additional
Space with Tenant’s permission, or (ii) any other reason whatsoever arising out
of Tenant’s entry upon the Additional Space. 

    
5. Substantial Completion. The term “Substantial Completion” means that
Landlord has substantially completed Landlord’s Work, as reasonably determined
by the Architect. Landlord’s Work shall be deemed complete, notwithstanding the
fact that minor details of construction, mechanical adjustments or decoration
which do not materially interfere with Tenant’s use of the Premises remain to be
performed (items normally referred to as “punch-list” items). The Premises shall
be deemed Substantially Complete even though certain other portions of the
Building, which do not interfere with Tenant’s efficient conduct of its
business, have not been fully completed, and even though Tenant’s furniture,
furniture systems, telephones, telecopiers, photocopy machines, computers and
other business machines or equipment, and telephone and data cabling have not
been installed, the purchase and installation of which shall be Tenant’s sole
responsibility. Subject to the correction by Landlord of any punch-list items,
Tenant shall be obligated to accept the Premises at such time as the Premises
are Substantially Complete. Landlord and Tenant, within thirty (30) days after
Landlord tenders possession of the Premises to Tenant, shall jointly prepare a
punch-list of items not completed and Landlord agrees to proceed with reasonable
due diligence to perform its obligations regarding such items to be completed within thirty (30) days after the parties
finalize the punch-list or as soon thereafter as is reasonable
practical.

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     6. Miscellaneous.


          (a) Tenant
agrees that, in connection with the Initial Installations and its use of the
Premises prior to the Commencement Date, Tenant shall have those duties and
obligations with respect thereto that it has pursuant to the Lease as if the
Commencement Date shall have occurred other than the obligation to pay Base Rent
and Tenant’s Pro Rata Share of Expenses and Taxes, and further agrees that
Landlord shall not be liable in any way for injury, loss, or damage which may
occur to any of the Initial Installations or other installations made in the
Premises, or to any personal property placed therein, the same being at Tenant’s
sole risk. 

          (b) Except
as expressly set forth in this Work Letter and in the Lease, Landlord has no
other agreement with Tenant and Landlord has no other obligation to do any other
work or pay any amounts with respect to the Premises. Any other work in the
Premises which may be permitted by Landlord pursuant to the terms and conditions
of the Lease shall be done at Tenant’s sole cost and expense and in accordance
with the terms and conditions of the Lease. 

          (c) This
Work Letter shall not be deemed applicable to any additional space added to the
original Premises at any time or from time to time, whether by any options under
the Lease or otherwise, or to any portion of the original Premises or any
additions thereto in the event of a renewal or extension of the initial Term of
the Lease, whether by any options under the Lease or otherwise, unless expressly
so provided in the Lease or any amendment or supplement thereto. 

          (d) The
failure by Tenant to pay any monies due Landlord pursuant to this Work Letter
within the time period herein stated shall be deemed a Default under the terms
of the Lease for which Landlord shall be entitled to exercise all remedies
available to Landlord for nonpayment of Rent and Landlord, may, if it so elects,
discontinue construction of the Initial Installations until all such sums are
paid and Tenant has otherwise cured such Default. All late payments shall bear
interest pursuant to Section 6 of the Lease. 

          (e) If the
date of Substantial Completion is delayed by reason of Tenant Delay, the
Premises shall be deemed Substantially Completed for the purposes of determining
the Commencement Date as of the date that the Premises would have been
Substantially Completed but for such Tenant Delay, provided that in no event
shall the Commencement Date be earlier than the Estimated Commencement Date set
forth in Paragraph 2 of this amendment nor shall the expiration date of the
Lease be extended beyond January 31, 2016. In addition, Tenant shall pay to
Landlord a sum equal to any additional cost to Landlord in completing the
Initial Installations resulting from any Tenant Delay which causes the
Commencement Date to be more than thirty (30) days later than the Estimated
Commencement Date, and Landlord shall pay to Tenant a sum equal to the Rent,
pro-rated on a day-to-day basis, for any Landlord Delay which causes the
Commencement Date to be more than thirty (30) days later than the Estimated
Commencement Date. 

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7. Definitions. For purposes of this Work Letter, the term “Governmental
Authority or Authorities” shall mean The United States
of America, the City of Menlo Park, County of San Mateo , or State of California
, or any political subdivision, agency, department, commission, board, bureau
or instrumentality of any of the foregoing, now existing or hereafter
created, having jurisdiction over the real property. 

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