Exhibit 10.20

Lease Agreement

Basic Lease Information

|Lease Date:                     | January 7, 2002                                                                                                                                                                                                                                                    
|------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Landlord:                       | F & S HAYWARD II, LLC, a Delaware limited liability company                                                                                                                                                                                                        
|Landlord's Address:             | C/o Foster Enterprises
400 South El Camino Real, Suite 1400
San Mateo, California  94402-1740                                                                                                                                                                      
|Tenant:                         | CELL GENESYS, INC., a Delaware corporation                                                                                                                                                                                                                         
|Tenant's Address:               | 342 Lakeside Drive
Foster City, California  94404
Attn:  Chief Financial Officer                                                                                                                                                                                   
|Premises:                       | That certain two-story building consisting of approximately 50,000 square
feet to be constructed by Landlord approximately in the location as shown on
Exhibit A-1 ("Building")                                                                                    
|Lot:                            | The land described on Exhibit A consisting of approximately 2.5 acres
(the "Lot").                                                                                                                                                                                 
|Project:                        | The aggregate of the Building and the Lot.                                                                                                                                                                                                                         
|Adjacent Park:                  | The term "Adjacent Park" shall mean that portion of Bridgeview Tech
Park described on Exhibit A-2.                                                                                                                                                                 
|Premises Address:               | [To be determined] Clawiter Road
Hayward, California 94545                                                                                                                                                                                                         
|Term:                           | 15 years commencing on the Rent Commencement Date plus two (2) options to
extend the term for five (5) years each                                                                                                                                                  
|Base Rent (5):                  | Base Rent per month shall be calculated at the rate of $1.60 per square foot
of the Building as provided in the Architect's Certificate and shall be subject
to adjustment annually as herein set forth.  Rent shall commence on the date
described in Section 5.2.
|Adjustments to Base Rent (5):   | Base Rent shall increase by 4% annually on each anniversary of the Rent
Commencement Date.
Rent during any extended term shall be as set forth below in Section 3.                                                                                                 
|Advance Rent (5):               | The sum of $80,640.00 shall be paid upon execution of the Lease and shall be
applied to the Base Rent obligation as it becomes due.                                                                                                                                
|Collateral for Performance (6): | Letter of Credit in the amount of $990,000.                                                                                                                                                                                                                        
|Operating Expenses (8.1):       | Tenant pays Operating Expenses (as defined below) relating to the Building
and a Pro Rata Share of expenses relating to the Common Areas.                                                                                                                          
|Tax Expenses (8.3):             | See Section 8.3                                                                                                                                                                                                                                                    
|Utility Expenses (9.1):         | Tenant pays Utility Expenses (as defined below) relating to the Building and
the Lot.                                                                                                                                                                              
|Permitted Uses (11):            | Biotech wet lab research and manufacturing, office use and warehousing, but
only to the extent permitted by the City of Hayward and all agencies and
governmental authorities having jurisdiction thereof.                                                         
|Parking (1 and 24):             | One hundred five (105) non-exclusive and non-designated spaces located on the
Lot.                                                                                                                                                                                 
|Broker (33):                    | CRESA Partners for Tenant                                                                                                                                                                                                                                          
|Exhibits:                       | Exhibit A-Legal Description
Exhibit A-1  - Site Plan (Including Lot, Adjacent Park, and
Building)                                                                                                                                                                  
|                                | Exhibit B -Work Letter Agreement                                                                                                                                                                                                                                   
|                                | Exhibit C - Rules and Regulations                                                                                                                                                                                                                                  
|                                | Exhibit D-Reserved                                                                                                                                                                                                                                                 
|                                | Exhibit E-Tenant's Initial Hazardous Materials Disclosure
Certificate                                                                                                                                                                                              
|                                | Exhibit F - Reserved                                                                                                                                                                                                                                               
|                                | Exhibit G - Reserved                                                                                                                                                                                                                                               
|                                | Exhibit H- Required Surrender Improvements                                                                                                                                                                                                                         
|                                | Exhibit I - Subordination, Non-Disturbance and Attornment
Agreement                                                                                                                                                                                                



Landlord and Tenant are entering into this Lease based on the following
recitals of fact:

A.	Landlord owns the Lot.  Although the Building comprising the Premises
is to be located upon the Lot, it is not included in the definition of the Lot,
and the Lot, other than the area thereof covered by the Building, is part of the
Common Areas (hereafter defined).

B.	Landlord shall construct the Building as more particularly set forth
herein.

C.	The Basic Lease Information set forth above, this Lease and the
Exhibits attached hereto are and shall be construed as a single instrument.

Lease Agreement

NOW, THEREFORE, Landlord and Tenant agree as follows:

1. Premises; PROJECT;
ADJACENT PARK.
2. Premises.  Landlord hereby leases to Tenant the Building
comprising the Premises (as described in the Basic Lease Information) upon the
terms and conditions contained herein
3. Appurtenances
4. Common Areas.
Common Areas shall have the following definition:
5. The term "Common Area" or "Common Areas" shall mean
those portions of the Lot and the Adjacent Park exclusive of (i)
the Building, (ii) other buildings located thereon and (iii) other portions
thereof that are leased exclusively to other tenants, if any.
6. "Common Area" and "Common Areas" shall also include the
Facilities located therein or thereon.  As used herein "Facilities"
means the driveways, parking areas, access and perimeter roads, sidewalks, and
landscaped areas and all other facilities located outside of the Building and
the other buildings located on the Adjacent Park, including, without limitation,
storm drains, sanitary sewers, water lines, lighting facilities, irrigation
facilities and utilities serving more than one tenant; provided, however, that
"Facilities" shall not include (i) any space within the
interior of the Building or any other building within the Adjacent Park,
(ii) Tenant's Property, and (iii) any sanitary sewers, water lines, lighting
facilities, and other utilities which serve only (a) the Building or (b) any
other building located in the Adjacent Project.
7. Lease Term
8. Option to Extend Lease
Term
9. Grant of Option.  Subject to the other provisions of this Section
3, Tenant shall have the option ("Extension Option(s)") to extend the
term of the Lease for two (2) consecutive periods of five (5) years each (the
"First Extended Term" and "Second Extended Term"
respectively).
10. Termination of Option
11. Base Rent During Extended
Term.
12. The monthly Base Rent for an Extended Term shall be Fair Rental Value of
the Premises.  "Fair Rental Value" shall mean the amount, as of the
commencement of an Extended Term, of the fair market rental value of premises
(i) comparable to the Premises provided to the Tenant at Landlord's expense,
without regard to any improvements to the Premises at the expense of Tenant and
(ii) located within the competitive market area of the Premises, including the
amount of fair market periodic rent adjustments applicable thereto for the
Extended Term, taking into consideration all relevant factors, including length
of term, the uses permitted under the Lease, the quality, size, design and
location of such premises, the condition and value of existing tenant
improvements provided at the expense of Landlord.
13. Landlord shall advise Tenant of Landlord's estimate
of the Fair Rental Value of the Premises by giving Tenant written notice thereof
("Landlord's Rent Notice") within thirty (30) days after Landlord
receives timely notice of Tenant's exercise of an Extension Option.  If Tenant
wishes to dispute the Fair Rental Value described in Landlord's Rent Notice,
Tenant shall notify Landlord in writing of Tenant's estimate of the Fair Rental
Value of the Premises within twenty (20) days after Landlord's giving of the
Landlord's Rent Notice.  Landlord and Tenant shall than have a period of thirty
(30) days within which to meet and negotiate the Fair Rental Value of the
Premises.  If Landlord and Tenant have not reached written agreement on the Fair
Rental Value of the Premises with such thirty (30) day period, within forty-five
(45) days after Landlord's giving of Landlord's Rent Notice Tenant may deliver
to Landlord a written notice ("Appraisal Request") demanding appraisal
of the Fair Rental Value of the Premises in accordance with the provisions of
Section 3.3.3 below.   If Tenant fails to give the Landlord an Appraisal
Request within the time permitted above, Tenant shall be deemed to have
withdrawn its exercise of the Extension Option in question.
14. If Tenant gives Landlord an Appraisal Request
pursuant to Section 3.3.2 of the Lease, the following provisions shall govern
the conduct of an appraisal of the Fair Rental Value of the Premises:
15. Within twenty (20) days after the delivery to Landlord of the Appraisal
Request, each party, at its cost and by giving written notice to the other
party, shall appoint an MAI real estate appraiser in accordance with the
provisions of Section 3.3.3.4 hereof, to appraise and determine the Fair Rental
Value of the Premises.  If a party does not appoint an appraiser within twenty
(20) days after the other party has given notice of the name of its appraiser,
the single appraiser appointed shall be the sole appraiser and shall determine
the Fair Rental Value of the Premises.
16. If two appraisers are chosen, the appraisers shall
meet within thirty (30) days after the second appraiser is appointed, and, if
within ten (10) days after such first meeting the two appraisers are unable to
agree upon a determination of Fair Rental Value of the Premises, they shall
appoint a third appraiser, with similar qualifications.  The appraisers shall
immediately notify Landlord and Tenant in writing of their selection.  If they
are unable to agree upon a third appraiser within ten (10) days or, if the
appraisers do not meet within said period, the third appraiser shall be selected
by Landlord and Tenant.  If Landlord and Tenant cannot agree upon the third
appraiser within a further period of ten (10) days, then either party, on behalf
of both, may apply to the presiding judge of the Superior Court for the county
in which the Premises is located for the selection of a third appraiser, who
meets the qualifications stated in Section 3.3.3.4. Each of the parties shall
bear one-half of the cost of appointing the third appraiser and of paying the
third appraiser's fees.  The third appraiser, however selected, shall be a
person who has not previously acted for either party.
17. Within thirty (30) days after the selection of the third appraiser, the
appraisers shall meet and determine the Fair Rental Value of the Premises.  If a
majority of the appraisers are unable to so determine the Fair Rental Value of
the Premises within said thirty (30) day period of time, the three appraisals
shall be added together, and their total shall be divided by three.  The
resulting quotient shall be the Fair Rental Value of the Premises, provided that
if the low appraisal is more than ten percent (10%) lower than the middle
appraisal or the high appraisal is more than ten percent (10%) higher than the
middle appraisal, the lower appraisal and/or the higher appraisal shall be
disregarded.  If only one appraisal is disregarded, the remaining two appraisals
shall be added together and the total divided by two.  The resulting quotient
shall be the Fair Rental Value of the Premises.
18. All appraisers selected pursuant to this paragraph
shall be MAI real estate appraisers familiar with the Fair Rental Value of
comparable space in the same area as the area where the Premises is located and
shall have at least five years experience as a commercial real estate appraiser
in the area where the Premises is located.
19. In no event shall the Base Rent for any period of an Extended Term be less
than the monthly Base Rent charged during the last month of the initial term of
the Lease or the last month of the preceding Extended Term, as the case may be.
Upon determination of the monthly Base Rent for an Extended Term in accordance
with the provisions outlined above, Landlord and Tenant shall immediately
execute a letter acknowledging the revised Base Rent, provided that the failure
by Landlord or Tenant to execute the letter shall not affect the determination
of the monthly Base Rent.  Such new lease agreement or amendment, as the case
may be, shall set forth among other things, the monthly Base Rent for such
Extended Term, including periodic rent adjustments, and the actual commencement
date and expiration date of such Extended Term.  Tenant shall have no other
right to extend the term of the Lease unless Landlord and Tenant otherwise agree
in writing.
20. Premises As-Is During Extended Term
21. Options Personal
22. Time Of Essence
23. Occupancy; ACKNOWLEDGEMENT of Commencement
Date
24. No Early
Occupancy.Tenant shall have no right to occupy the Premises prior
to the actual Commencement Date in the absence of a written agreement of the
Landlord and Tenant to the contrary.
25. Lease Term Commencement Date

1. Delivery of Lease; Advance Rent

1. Delivery Letter of Credit.Simultaneously with
Tenant's execution and delivery of this Lease, Tenant shall deliver to Landlord
an irrevocable and negotiable stand-by letter of credit in the Security Amount
that conforms to the criteria set forth below (the "Letter of Credit")
As used herein the term "Security Amount" shall mean Nine Hundred
Ninety Thousand Dollars ($990,000). Tenant shall cause the Letter of Credit
in the Security Amount to be in effect through a date which is sixty (60) days
following the end of the Term of this Lease as the same may be extended from
time to time.
2. Letter of Credit Criteria
3. shall provide for sight payment upon presentation of any of the
certifications described in Section 6.2.4.1 through Section 6.2.4.5.
4. shall be issued by a nationally recognized commercial bank acceptable to
Landlord as security for Tenant's full and faithful performance of every term
and condition of this Lease (which bank shall maintain an office in the San
Francisco Bay Area to which the Letter of Credit may be presented for purposes
of immediately drawing therefrom) naming Landlord as the beneficiary thereof.
5. shall provide that partial drawings are permitted,
6. may be drawn upon, in the amount Landlord reasonably believes to be the
amount of unpaid Rent and/or other damages due to Landlord, in the event
Landlord certifies to the issuer any one of the following:
7. Tenant is in default under the terms of the Lease
beyond the period of time, if any, provided for the cure of such default, and
such default has not been cured by Tenant; or
8. Tenant has failed to pay Rent when due; or
9. Tenant is in default under the terms of the Lease and such default is
expressly stated in the Lease to be incurable; or
10. Tenant is in default under the terms of Section 20.6 of the Lease.
11. The letter of credit has not been renewed or
replaced on or before the thirtieth (30th) day prior to the date the
letter of credit would otherwise expire.
12. Payment by the issuing bank under the Letter of Credit shall not be deemed
to be a cure of any default under the Lease unless and until Tenant causes the
Letter of Credit to be replenished or deposits with Landlord Cash Collateral (as
defined in Section 6.3).
13. The Letter of Credit shall have an initial term of not less than one (1)
year and shall provide that the Letter of Credit shall be renewed automatically
unless the issuing bank delivers written notice to Landlord at least thirty (30)
days prior to the expiry date of the Letter of Credit advising Landlord that the
issuing bank has elected not to renew or extend the term of the Letter of Credit
("Bank's Written Notice").
14. The issuer, form and content of the Letter of Credit are subject to
Landlord's prior approval exercised in its sole reasonable discretion.
15. Lessee shall use all reasonable efforts to obtain the issuing bank's
agreement that the Letter of Credit shall provide that it is transferable an
unlimited number of times upon Landlord's fulfillment of the issuing bank's
customary conditions thereto and paying the issuing bank's customary fees
therefor.
16. Substitution of Cash
Collateral for Letter of Credit.If despite all reasonable efforts,
Tenant is unable to provide a replacement Letter of Credit within thirty (30)
days prior to the expiry date of any Letter of Credit delivered to the Landlord
pursuant to this Section, then Tenant may deliver to Landlord cash ("Cash
Collateral") to secure its obligations to the Landlord hereunder in the
Security Amount specified above for any portion of the Security Amount that
Tenant is unable to provide by Letter of Credit.  In addition, if Landlord draws
on a Letter of Credit and, despite all reasonable efforts, Tenant is not
reasonably able to replenish the Letter of Credit to the full Security Amount
required by Section 6.7, then, in lieu of replenishing the Letter of Credit,
Tenant may deliver to Landlord Cash Collateral in an amount which, when added to
the then-unused amount of any Letter of Credit, equals the Security Amount.  In
either case, Cash Collateral shall secure the performance of each and every one
of Tenant's obligations hereunder.  Such Cash Collateral shall be held or
applied by the Landlord to any default by Tenant, in the same manner as
described in this Section 6 for amounts drawn under a Letter of Credit.  If the
aggregate of (a) the amount of any unused portion of any Letter of Credit and
(b) any Cash Collateral held by Landlord, exceeds the Security Amount, then on
demand from Tenant, Landlord shall return to Tenant Cash Collateral in an amount
equal to such excess (less any amounts owing to the Landlord
hereunder as a consequence of any uncured default by the Tenant) within ten (10)
days following Tenant's written demand therefor.  As used herein the term "Lease
Collateral" shall mean any and all Letters of Credit and/or Cash Collateral
delivered to the Landlord by Tenant pursuant to this Section 6.
17. Commingling of Cash Collateral
18. No Tenant Right of Offset; Pledge to Landlord's
Lender
19. Renewal/Non-Renewal of
Letter of Credit; Draws on Letter of Credit.
20. At any time the Lease Collateral includes a Letter of Credit, (i) if the
issuing bank shall give the Bank's Written Notice to Landlord that it will
not renew or extend the Letter of Credit for an additional twelve (12)
months beyond the then-current expiry date (or such earlier date as the Letter
of Credit is required to be maintained pursuant to Section 6.1), and (ii) if, by
and including the thirtieth (30th) day prior to the then-current
expiry date of the Letter of Credit, Tenant fails to cause the Letter of Credit
to be renewed or extended or fails to deposit with Landlord a replacement Letter
of Credit or Cash Collateral as described above, then upon such occurrence, in
the sole discretion of Landlord, Landlord may draw on the Letter of Credit in
its entirety or in part, and the proceeds of the Letter of Credit shall be held
as Cash Collateral hereunder; provided, however, that after such drawing, the
total of all Lease Collateral then held by Landlord shall not exceed the
Security Amount.  If Tenant subsequently provides a replacement Letter of Credit
that complies with the requirements of Section 6.1, then Landlord shall return
any unused portion of funds drawn on the Letter of Credit.  The failure of
Tenant to cause such renewal or extension of the Letter of Credit or to provide
a replacement Letter of Credit  or Cash Collateral in lieu thereof shall be a
default by Tenant hereunder with no right of Tenant to cure said default.
21. Upon a draw on the Letter of Credit due to Tenant's
failure to cause the renewal or replacement of the Letter of Credit, Landlord
may deposit such funds, which shall be Cash Collateral, in one or more accounts,
and use such Cash Collateral to compensate Landlord for any damages to which
Landlord is or may become entitled if Tenant defaults in the performance of its
obligations under the Lease.  To the extent of Tenant's right, if any, to have
all or any portion of the Lease Collateral that is then unapplied returned to
Tenant at the time and in the amounts required by this Lease, Tenant hereby
grants to Landlord a security interest in Tenant's reversionary interest in the
portion of the Lease Collateral that Landlord has not applied toward the remedy
of a Tenant Default, and Landlord shall be entitled to perfect such security
interest in accordance with the California Commercial Code or other applicable
law.
22. Replenishment of Lease
Collateral.If Landlord uses, applies or retains all or any portion
of the Lease Collateral, then within ten (10) days after delivery of written
demand, (i) if Landlord has drawn on the Letter of Credit or used Cash
Collateral, Tenant shall cause the Letter of Credit to be increased or, subject
to the terms of this Section 6, Tenant shall deliver to Landlord Cash Collateral
so that the aggregate amount of the Lease Collateral then held by Landlord is
equal to the Security Amount.
23. Transfer of Landlord's Interest in Lease
24. Use of Lease Collateral by Landlord
25. Return of Lease Collateral
26. No Trust Relationship Created
27. Survival

Landlord, at its expense, shall construct Landlord's Work in
accordance with the provisions of Exhibit B hereto.  The Tenant, at its
expense, may, but shall not be obligated to, construct the Tenant Improvements
(defined in Exhibit B); provided, however, in the event Tenant does not
commence and complete the construction of the Required Surrender Improvements,
which shall be of a size and quality commensurate with the size and Tenant's
intended use of the Premises, Landlord shall have the right to draw on the TI
Letter of Credit (as defined in Exhibit B) in accordance with the
applicable provisions of Exhibit B.  Tenant expressly acknowledges and
agrees that neither Landlord nor any of the Landlord Parties has made any
representations as to the suitability, fitness or condition of the Building for
the conduct of Tenant's business or for any other purpose, including without
limitation, any storage incidental thereto. Any Tenant Improvements to be
constructed by Tenant hereunder shall be in compliance with the requirements of
the ADA (defined below), and all costs incurred for purposes of compliance
therewith shall be a part of and included in the costs of the Tenant
Improvements.

1. Triple Net
Rent.  It is intended by Landlord and Tenant that this Lease be a
"triple net lease." Tenant's Pro Rata Share of the costs and expenses described
in this Section 8 and all other sums, charges, costs and expenses specified in
this Lease (other than Base Rent) are to be paid by Tenant to Landlord as
additional rent (collectively, "Additional Rent").  As used herein
"Tenant's Pro Rata Share" shall mean (i) 100% of all Operating
Expenses attributable only to the Building or any of Tenant's Property therein,
(ii) 19% of that portion of the Operating Expenses attributable to the Common
Areas and (iii) 100% of Tax Expenses attributable to the Building and the Lot.
Notwithstanding the other provisions of this Section 8, at any time prior to the
time the Lot is created as a separate legal tax parcel, Tenant's Pro Rata Share
of Tax Expenses shall be 100% of the Tax Expenses attributable to the Building
and 32% of the taxes imposed on the land comprising Assessor's Parcel No. 441-
0065-005-01.
2. Operating Expenses
3. Definition of Operating
Expenses:  Tenant shall pay to Landlord its Pro Rata Share of all
Operating Expenses as Additional Rent. The term "Operating Expenses" as used
herein shall mean the total amounts incurred by Landlord in connection with the
ownership, management, maintenance, repair and operation of the Premises and the
Common Areas except for the exclusions set forth in Section 8.2.3 below.
Operating Expenses may include, but are not limited to, costs incurred by
Landlord with respect to the following:
4. Landlord's costs of operating, maintaining, repairing or replacing the
Facilities and the Common Areas, including, without limitation (a) annual
insurance premium(s) for liability insurance with respect to the Common Areas
and (b) supplies, materials, equipment, rental equipment and other similar
items; and
5. Landlord's premiums for (i) pollution coverage
insurance; (ii) rental value insurance against loss of Rent for a period of not
less than twelve (12) months commencing on the date of loss; (iii) all other
insurance obtained by Landlord that is not duplicative of insurance that Tenant
is required to carry pursuant to Section 14.1.2;
6. Insurance deductible amounts under any policy of insurance to the extent
relating to the Common Areas and/or Facilities located thereon;
7. Landlord's costs of (a) modifications and/or new improvements to any portion
of the Project occasioned by any Laws effective subsequent to the Lease Date;
(b) reasonably necessary replacement improvements to any portion of the Project
after the Commencement Date; and (c) new improvements to the Project that reduce
operating costs or improve life/safety conditions, all of the foregoing as
reasonably determined by Landlord, in its sole but reasonable discretion;
8. Fees for business licenses required in connection with the ownership and
operation of the Project by Landlord and/or Landlord's property manager;
9. a property management fee, in lieu of all other
costs of accounting, auditing, billing, postage, salaries and benefits for
clerical and supervisory employees, whether located on the Project or off-site,
payroll taxes and legal and accounting costs and all fees, incurred in
connection with the operation and management of the Project in the amount of
three percent (3%) of the Base Rent;
10. security services for any portion of the Project, if and to the extent, in
Landlord's sole discretion, such services are provided by Landlord and are not
duplicative of those provided by Tenant;
11. any and all levies, charges, fees and/or assessments payable to any
applicable owner's association or similar body or in connection with the
utilization of parking and/or driveways through the Adjacent Park;
and
12. the costs of removing or otherwise remediating
Hazardous Materials brought on or about the Common Areas by a Midnight Dumper
(as defined in Section 29.2.4), which are not covered by pollution insurance
carried by the Landlord.
13. Capital
Expenditures.  If any of the expenses described in Section 8.2.1 are
required to be capitalized under generally accepted accounting principles, then
the maximum amount of such expenses included in Operating Expenses for any
period shall be limited to an allocable portion of such capital expenditure,
together with reasonable interest thereon, amortized over the estimated useful
life of the capital item or fifteen (15) years, whichever is shorter, determined
in accordance with the method described in Section 13.2.3.
14. Operating Expense Exclusions: Notwithstanding
anything to the contrary contained herein, for purposes of this Lease, the term
"Operating Expenses" shall not include any of the following: (i) depreciation or
financing of the Building or any other improvements situated within the Project
and any other expense reserves; (ii) any expense that is an Operating Expense
for which Landlord is actually reimbursed by insurance or for which Landlord is
reimbursed directly by a tenant of the Adjacent Park (other than a reimbursement
by such tenant of only such tenant's pro-rata share of such Operating Expense);
(iii) the costs of repair or other work necessitated by the exercise of the
power of eminent domain or by virtue of any Tenant Insured, Landlord Insured or
Uninsured Casualty, other than the deductible amounts under any policy of
insurance to the extent relating to the Common Areas and/or Facilities located
thereon, (which shall be governed by Sections 27 and 28); (iv) costs associated
with the investigation and/or remediation of Hazardous Materials (hereafter
defined) present in, on or about any portion of the Project, unless such costs
and expenses are the responsibility of Tenant as provided in Section 29 hereof,
in which event such costs and expenses shall be paid solely by Tenant in
accordance with the provisions of Section 29 hereof; (v) overhead and profit
increment paid to Landlord or to subsidiaries or affiliates of Landlord for
goods and/or services in the Project to the extent the same exceeds the costs of
such by unaffiliated third parties on a competitive basis; (vi) any costs for
Landlord's general administrative expenses, management of the Project or the
Adjacent Park, time spent by Landlord or any of Landlord Parties, other than the
property management fee specified in Section 8.2.1.6, (vii) any payments under a
ground lease or master lease; (viii) costs incurred by Landlord in repairing
structural portions of the roof and/or structural portions of the perimeter
walls of the Building; (ix) costs incurred by Landlord in connection with
the negotiation, performance or non-performance of any lease of the Adjacent
Park, (x) any costs arising from Landlord's default under this Lease or
Landlord's violation of Law or any Recorded Matter or the gross negligence or
willful misconduct of Landlord or any Landlord Parties (as defined in Section
31.4; (xi) any capital improvement or repair cost incurred to reduce Operating
Expenses to the extent such cost exceeds the Operating Expense reduction
attributable thereto or to the extent such improvement or repair cost exceeds
the amortized portion thereof permitted to be included in Operating Expenses
pursuant to Section 8.2.2 above; (xii) costs occasioned by the breach of lease
or violation of Law by any occupant of the Adjacent Park or their respective
agents, employees, members, officers, directors, invitees or contractors; (xiii)
costs arising as a consequence of Landlord's gross negligence, willful
misconduct, violation of Law not attributable to Tenant or any other tenant of
the Project or Adjacent Park, or breach of this Lease; (xiv) any Tax Expense,
which shall be governed by Section 8.3 below; and (xv) that portion of
Landlord's premiums for earthquake (DIC) insurance that exceeds the product of
(a) 3 and (b) an amount equal to the first year's earthquake (DIC) insurance
premium (adjusted annually on the policy anniversary date by the increase, if
any, in the Bureau of Labor Statistics Consumer Price Index, All Urban
Consumers, San Francisco-Oakland-San Jose (1982-84=100); (xvi) an amount paid to
a person, firm, corporation or other entity related to or affiliated with
Landlord that is in excess of the amount which would have been paid in an arm's
length transaction; and (xvii) subject to the provisions of Section 29, and
except as provided in Section 8.2.1.9, any costs or liabilities arising in
connection with the remediation, removal, investigation, mitigation, or clean up
of any Hazardous Materials located on the Lot or the Adjacent Park; (xviii) the
premium cost of pollution insurance described in Section 8.2.1.2 to the extent
such premium exceeds the product of (a) 3 and (b) an amount equal to the first
year's pollution insurance premium [adjusted annually on the policy anniversary
date by the increase, if any, in the Bureau of Labor Statistics Consumer Price
Index, All Urban Consumers, San Francisco-Oakland-San Jose (1982-
84=100)].
15. Tax Expenses:
16. The term "Tax Expenses" shall mean and include, without limitation, any
form of tax, assessment (general, special, supplemental, ordinary or
extraordinary), commercial rental tax, payments under any improvement bond or
bonds, license fees, license tax, business license fee, rental tax, transaction
tax or levy imposed by any authority having the direct or indirect power of tax
(including any city, county, state or federal government, or any school,
agricultural, lighting, drainage or other improvement district thereof) as
against any legal or equitable interest of Landlord in the Building, the Lot and
the Common Areas of the Adjacent Park (as provided in Section 8.1 and Section
8.3.2), or any other tax, fee, or excise, however described, including, but not
limited to, any value added tax, or any tax imposed in substitution (partially
or totally) of any tax previously included within the definition of real
property taxes, or any additional tax the nature of which was previously
included within the definition of real property taxes. The term "Tax Expenses"
shall not include any franchise, estate, inheritance, net income, or
excess profits tax imposed upon Landlord, or a penalty fee imposed as a result
of Landlord's failure to pay Tax Expenses when due.
17. Prior to the Lot and Building being separately
assessed for Tax Expenses, Tenant shall pay to Landlord (i) 100% of Tax Expenses
attributable to the Building and (ii) 32% of the Tax Expenses attributable to
APN 441-0065-05-01.  Upon the Lot and Building being separately assessed for Tax
Expenses, Tenant shall pay 100% of the Tax Expenses applicable to the Project.
Prior to delinquency, Tenant shall pay any and all taxes and assessments levied
upon Tenant's Property (defined below in Section 12.2) located or installed in
or about the Premises by, or on behalf of Tenant.  To the extent any such taxes
or assessments are not separately assessed or billed to Tenant, then Tenant
shall pay the amount thereof as invoiced by Landlord.  Tenant shall also
reimburse and pay Landlord, as Additional Rent, within ten (10) days after
demand therefor, one hundred percent (100%) of (i) any increase in real property
taxes attributable to any and all Alterations (defined below in Section
12.2.1.1), Tenant Improvements, fixtures, equipment or other improvements of any
kind whatsoever placed in, on or about the Premises for the benefit of, at the
request of, or by Tenant, and (ii) taxes and assessments levied or assessed upon
or with respect to the possession, operation, use or occupancy by Tenant of the
Premises or any other portion of the Project or the Adjacent Park.
18. Payment of Expenses
19. Annual
Reconciliation: By June 30th of each calendar year, or as soon
thereafter as reasonably possible, Landlord shall furnish Tenant with an
accounting of actual and accrued Operating Expenses and Tax Expenses for the
prior calendar year. Within thirty (30) days of Landlord's delivery of such
accounting, Tenant shall pay to Landlord the amount of any underpayment.
Notwithstanding the foregoing, failure by Landlord to give such accounting by
such date shall not constitute a waiver by Landlord of its right to collect any
underpayment by Tenant at any time. Landlord shall credit the amount of any
overpayment by Tenant toward the next estimated monthly installment(s) falling
due, or where the Term of the Lease has expired, refund the amount of
overpayment to Tenant as soon as possible thereafter. If the Term of the Lease
expires prior to the annual reconciliation of expenses Landlord shall have the
right to reasonably estimate such expenses, and if Landlord determines that
there has been an underpayment, Landlord may draw on the Lease Collateral to
recover such underpayment.  Failure by Landlord to accurately estimate such
expenses or to otherwise perform such reconciliation of expenses shall not
constitute a waiver of Landlord's right to collect any of Tenant's underpayment
at any time during the Term of the Lease or at any time after the expiration or
earlier termination of this Lease.
20. Audit

1. Utilities.  Tenant shall pay directly to the provider of such
utility or service the cost of all (i) water, sewer use, sewer discharge fees
and sewer connection fees, gas, electricity, telephone, telecommunications,
cabling and other utilities consumed in and metered separately to the Premises
and (ii) refuse pickup and janitorial service to the Premises.  Utility expenses
incurred by Landlord (a) for operation and maintenance of the Common Areas
(other than those described in subsections (i) and (ii) above) and (b) for the
operation and maintenance of the Common Areas, shall be considered Operating
Expenses.
2. Miscellaneous

Any and all sums or charges set forth in this Section 10 are
considered part of Additional Rent. Tenant acknowledges that late payment by
Tenant to Landlord of Rent and all other sums due hereunder, will cause Landlord
to incur costs not contemplated by this Lease. Such costs may include, without
limitation, processing and accounting charges, and late charges that may be
imposed on Landlord by the terms of any note secured by any encumbrance against
the Premises, and late charges and penalties due to the late payment of real
property taxes on the Premises. Therefore, if any installment of Base Rent or
estimated monthly charges for Operating Expenses is not paid when due or if any
other sum payable by Tenant is not received by Landlord on or before 5:00 p.m.
Pacific Time on the date when due, Tenant shall promptly pay to Landlord a late
charge, as liquidated damages, in an, amount equal to ten percent (10%) of such
delinquent amount plus interest on such delinquent amount at a rate equal to the
prime rate (as published in the Wall Street Journal money rates section ) plus
three percent (3%) per annum ("Default Interest Rate") for every month
or portion thereof that such sums remain unpaid (excluding the first event of
Tenant's late payment of Rent, in which case no late charges shall be incurred).
Notwithstanding the foregoing, Landlord waives the late charge for the first
(1st) instance during the Term of this Lease in which Tenant fails to timely pay
Rent. If Tenant delivers to Landlord a check for which there are not sufficient
funds, Landlord may require Tenant to replace such check with a cashier's check
for the amount of such check and all other charges payable hereunder. The
parties agree that this late charge and the other charges referenced above
represent a fair and reasonable estimate of the costs that Landlord will incur
by reason of such late payment by Tenant, excluding attorneys' fees and costs.
Acceptance of any late charge or other charges shall not constitute a waiver by
Landlord of Tenant's default with respect to the delinquent amount, nor prevent
Landlord from exercising any of the other rights and remedies available to
Landlord for any other breach of Tenant under this Lease. If a late charge
becomes payable for three (3) installments of Rent, then Landlord, at Landlord's
sole option, can either require the Rent be paid quarterly in advance or be paid
monthly in advance by cashier's check or by electronic funds transfer.

1. Permitted Use

1. Compliance with Laws, Recorded Matters and Rules
and Regulations
2. any and all applicable laws, rules, codes, ordinances, statutes, orders,
regulations, use permits and/or conditions of approval of the Project imposed by
the City of Hayward, as same exist from time to time throughout the Term of this
Lease (collectively, the "Laws"), including without limitation, the requirements
of the Americans with Disabilities Act, a federal law codified at 42 U.S.C.
 12101 et seq., including, but not limited to Title III thereof, all regulations
and guidelines related thereto and all requirements of Title 24 of the
California Code of Regulations (collectively, the "ADA"),
3. any and all documents, easements, covenants, conditions, restrictions,
instruments, licenses, or similar instruments, conveyances or encumbrances which
are at any time, and from time to time, required to be made by or given by
Landlord in any manner relating to the initial development of the Project and/or
the construction of the Building and other improvements on the Lot, including
without limitation any Tenant Improvements (collectively, the "Development
Documents") together with any and all amendments and supplements thereto made
from time to time, each of which (i) has been recorded on or before the date
this Lease becomes effective or (ii) is thereafter recorded by Landlord;
provided, however, Landlord shall obtain the consent of the Tenant (which
consent shall not be unreasonably withheld or delayed) prior to recording in any
official or public records any such item if such item materially and adversely
affects (A) Tenant's use of the Premises for the use specified in the Basic
Lease Provisions, (B) the cost to Tenant of (x) constructing the initial Tenant
Improvements, (y) Tenant's operations on the Premises or (z) Tenant's
performance of its obligations under this Lease; or (C) Tenant's rights in any
Tenant's Property  (collectively, the "Recorded Matters"), and
4. any and all rules and regulations set forth in Exhibit C hereto, any
other reasonable rules and regulations promulgated by Landlord now or hereafter
reasonably enacted relating to parking and the operation of the Common Areas and
any and all rules, restrictions and/or regulations imposed by any applicable
owners association or similar entity or body in accordance with a Recorded
Matter (collectively, the "Rules and Regulations").  Notwithstanding the
foregoing, Tenant shall not be bound by and Tenant shall have no obligation to
abide by Recorded Matters that are first recorded after the date of this Lease
unless Landlord obtains the consent of Tenant (which consent shall not be
unreasonably withheld or delayed) to any Recorded Matter that materially and
adversely affects (A) Tenant's use of the Premises for the use specified in the
Basic Lease Provisions, (B) the cost to Tenant of (i) constructing the initial
Tenant Improvements, (ii) Tenant's operations on the Premises or (iii) Tenant's
performance of its obligations under this Lease, or (C) Tenant's rights in any
Tenant's Property.
5. Landlord reserves to itself the right, from time to time, to grant, without
the consent of Tenant, such easements, rights and dedications that Landlord
deems reasonably necessary, and to cause the recordation of parcel or
subdivision maps and/or restrictions, so long as such easements, rights,
dedications, maps and restrictions, as applicable, do not materially and
adversely interfere with Tenant's operations in the Premises or materially and
adversely affect the (A) Tenant's use of the Premises for the use specified in
the Basic Lease Provisions, (B) the cost to Tenant of (i) constructing the
initial Tenant Improvements, (ii) Tenant's operations on the Premises or (iii)
Tenant's performance of its obligations under this Lease, or (C) Tenant's rights
in any Tenant's Property.
6. Subject to the obligations of Landlord under the Work Letter Agreement and
under Sections 13.2 and 28 of this Lease and subject to Tenant's approval rights
set forth above, Tenant agrees to sign any documents reasonably requested by
Landlord to effectuate any such easements, rights, dedications, maps or
restrictions, including subordination of the Lease to any such document. Tenant
agrees to, and does hereby, assume full and complete responsibility to ensure
that the use of the Premises by Tenant or Tenant's Representatives and the
Tenant Improvements, are in compliance with all applicable Law throughout the
Term of this Lease.
7. Tenant shall be solely responsible for the payment of all costs, fees and
expenses associated with any modifications, or other Alterations to the Premises
and/or any other portion of the Project occasioned by the enactment of, or
changes to, any Laws arising from Tenant's particular use of the Premises or
Alterations to the Premises made by Tenant regardless of when such Laws became
effective.
8. Tenant shall not initiate, submit an application for, or otherwise request,
any land use approvals or entitlements with respect to the Premises or any other
portion of the Project without Landlord's prior written consent, which may be
given or withheld in Landlord's sole discretion; provided, however, Tenant may,
without first obtaining Landlord's prior written consent thereto but upon giving
Landlord five (5) days advance written notice, apply for a conditional use
permit and any governmental permits and approvals (other than a zoning change)
which may from time to time be required for the conduct of Tenant's permitted
use within the Premises.  Tenant shall be solely responsible for (i) the payment
of all costs and expenses of obtaining such permits and approvals and (ii)
complying with any conditions applicable to such permits or approvals.

1. Alterations: Tenant shall not install any signs,
fixtures, improvements, nor make or permit any other alterations or additions
(individually, an "Alteration", and collectively, the "Alterations") to the
Premises without the prior written consent of Landlord, which consent shall not
be unreasonably withheld or delayed.  Notwithstanding the foregoing, Landlord's
consent shall not be required for any of the following Alterations, but Landlord
may require the removal thereof upon the expiration or earlier termination of
this Lease: (i)  Alterations that do not adversely affect the Building systems
and that cost less than Fifty Thousand Dollars ($50,000) per Alteration or
series of related Alterations and (ii) do not affect the structural integrity of
the Premises or the Building. Not less than ten (10) days prior to commencing
any Alteration, Tenant shall deliver to Landlord written notice of the date that
Tenant intends to commence construction, so that Landlord may timely post a
Notice of Non-Responsibility.  Tenant shall also notify Landlord of the date it
actually commences such Alteration.  In all events, Tenant shall obtain all
permits or other governmental approvals prior to commencing any of such work and
deliver a copy of same and the plans therefor to Landlord. All Alterations shall
be at Tenant's sole cost and expense, and shall be installed by a licensed
contractor (reasonably approved by Landlord) in compliance with all applicable
Laws (including, but not limited to, the ADA), Development Documents, Recorded
Matters, and Rules and Regulations. Tenant shall keep the Premises and the
property on which the Premises are situated free from any liens arising out of
any work performed, materials furnished or obligations incurred by or on behalf
of Tenant. Tenant shall, prior to construction of any and all Alterations, cause
its contractor(s) and/or major subcontractors) to provide insurance as
reasonably required by Landlord, and Tenant shall provide such assurances to
Landlord, including without limitation, waivers of lien, surety company payment
and performance bonds as Landlord may reasonably require to assure payment of
the costs thereof to protect Landlord and the Project from and against any loss
from any mechanic's, materialmen's or other liens.  Notwithstanding any
provisions of this Section 12.1 to the contrary, if Tenant delivers the TI
Letter of Credit in accordance with the provisions of Section 8 of the Work
Letter Agreement attached as Exhibit B, then no payment or performance
bond shall be required with respect to the initial Tenant Improvements described
in Exhibit B hereto.
2. Surrender of Premises:
3. As used in this Section 12.2, the following definitions shall apply:
4. "Tenant's Property" shall mean and refer
to the Tenant Improvements and any and all signs or signage, equipment, trade
fixtures, computer wiring and cabling, furnishings, inventories, goods,
furniture, fixtures, alterations, modifications and other items of construction
and property installed in the Premises or on the Lot at the expense of
Tenant.
5. "Required Surrender Improvements" shall mean only those Tenant
Improvements that Tenant elects to install in or about the Premises or the Lot
at Tenant's expense that are described on Exhibit H hereto and such
Alterations thereto of the type described in said Exhibit H as are
permitted by this Lease.
6. "Optional Surrender Improvements" shall mean all of the Tenant
Improvements, or subsequent Alterations thereto, other than(i) the
Required Surrender Improvements, (ii) the Required Removal Improvements and
(iii) those improvements to the Premises made by Tenant following a written
request to Landlord for consent thereto stating that Tenant requests Landlord's
consent not to be obligated to remove such improvements at the expiration or
earlier termination of the Lease and to which request Landlord did not state in
writing that Tenant is obligated to remove at the expiration or the earlier
termination of this Lease.
7. "Required Removal Improvements" shall mean the aggregate of (i)
any Tenant's Property that is or becomes contaminated with Tenant's Hazardous
Material(s), (ii) any and all signs and signage, and (iii) those Alterations to
the Premises made by Tenant following a written request to Landlord for consent
thereto stating that Tenant requests Landlord's consent not to be obligated to
remove such Alterations at the expiration or earlier termination of the Lease
and to which request Landlord stated in writing that Tenant is obligated to
remove the referenced Alterations at the expiration or the earlier termination
of this Lease.
8. "Tenant's Hazardous Materials" shall mean Hazardous Materials
spilled or released by Tenant or Tenant's Representatives or whose presence on
or about the Project or Adjacent Park is the result of acts of Tenant or
Tenant's Representatives.
9. At the expiration of the
Term or earlier termination of this Lease, Tenant shall surrender to Landlord
(i) the Building, (ii) those of the Optional Surrender Improvements that Tenant
elects to surrender, and (iii) the Required Surrender Improvements, all of which
shall be (a) in the same condition as when received (damage by acts of God,
casualty, latent defects in Landlord's Work and normal wear and tear excepted),
but with all interior walls cleaned, any carpets cleaned, all floors cleaned and
waxed, all non-working light bulbs and ballasts replaced and all roll-up doors
and plumbing fixtures in good condition and working order, and (b) in compliance
with the surrender provisions of this Section 12.2 and Section 29.  Normal wear
and tear shall not include any damage or deterioration that would have been
prevented by proper maintenance by Tenant, or Tenant otherwise performing all of
its obligations under this Lease.  The provisions of this Section 12.2.2
shall survive the expiration or earlier termination of the Lease.
10. On or before (i) the expiration of the Lease, (ii) the date of termination
of the lease as a consequence of a Tenant default, or (iii) the 90th
day following a termination of this Lease prior to its expiration for a reason
other than as a consequence of Tenant's default but subject to Tenant's
obligation to pay Rent with respect to the Premises during such 90 day period,
Tenant shall remove from the Premises and the other portions of the Project the
Required Removal Property, all of Tenant's Property other than the
Required Surrender Improvements and those of the Optional Surrender Improvements
that Tenant elects to surrender.  Tenant shall repair any damage caused by such
removal of Tenant's Property.
11. Any of Tenant's Property not so removed by Tenant as required herein may,
at Landlord's election, be deemed abandoned and may be stored, removed,
transported (under manifest using Tenant's name and hazardous materials
generator number) and disposed of by Landlord at Tenant's expense, and Tenant
waives all claims against Landlord for any damages resulting from Landlord's
retention and disposition of such property; provided, however, Tenant shall
remain liable to Landlord for all costs incurred in storing, transporting and
disposing of such abandoned property of Tenant.  All Required Surrender
Improvements and all Optional Surrender Improvements that Tenant elects to
surrender (other than the Required Removal Improvements) shall remain in the
Premises as the property of Landlord upon the termination of this Lease.  If the
Premises are not surrendered at the expiration of the Term or earlier
termination of this Lease, in accordance with the provisions of this Section 12
and Section 29 below, Tenant shall continue to be responsible for the payment of
Rent (as the same may be increased pursuant to Section 22 below) until the
Premises are so surrendered in accordance with said provisions. Tenant shall
indemnify, defend and hold the Landlord Indemnitees (hereafter defined in
Section 15.1) harmless from and against any and all damages, expenses, costs,
losses or liabilities arising from any delay by Tenant in so surrendering the
Premises including, without limitation, any damages, expenses, costs, losses or
liabilities arising from any claim against Landlord made by any succeeding
tenant or prospective tenant founded on or resulting from such delay and losses
and damages suffered by Landlord due to lost opportunities to lease any portion
of the Premises to any such succeeding tenant or prospective tenant, together
with, in each case, actual attorneys' fees and costs.
12. Ownership by Tenant
13. Survival

1. Tenant's Repairs
and Maintenance Obligations.  Except for those portions of the
Project to be maintained by Landlord as provided in Sections 13.2 below and
subject to Sections 14.5, 27 and 28, Tenant shall, at its sole cost and expense,
keep and maintain all parts of the Premises and Required Surrender Improvements
in good, clean and safe condition and repair (ordinary wear and tear excepted),
promptly making all necessary repairs and replacements, whether ordinary or
extraordinary, with materials and workmanship of the same character, kind and
quality as the original thereof, all of the foregoing to the reasonable
satisfaction of Landlord, including, but not limited to, repairing any damage
caused by Tenant or any of Tenant's Representatives, and replacing any property
so damaged by Tenant or any of Tenant's Representatives.  Without limiting the
generality of the foregoing, Tenant shall be solely responsible for promptly
maintaining, repairing and replacing (a) all mechanical systems, heating,
ventilation and air conditioning systems serving the Premises, (b) all plumbing
work and fixtures serving the Premises, (c) electrical wiring systems, fixtures
and equipment exclusively serving the Premises, (d) all interior lighting
(including, without limitation, light bulbs and/or ballasts) (e) all glass,
windows, window frames, window casements, skylights, interior and exterior
doors, door frames and door closers, (f) all roll-up doors, ramps and dock
equipment, including without limitation, dock bumpers, dock plates, dock seals,
dock levelers and dock lights, (g) all tenant signage, (h) lifts for disabled
persons serving the Premises, (i) sprinkler systems, fire protection systems and
security systems for the Premises, (j) the roof and roof coverings (other than
the structural components of the roof) and (k) all partitions, fixtures,
equipment, interior painting, interior walls and floors, and floor coverings of
the Premises and every part thereof.  Additionally, Tenant shall be solely
responsible for performance of the regular removal of trash and debris.
2. Maintenance by
Landlord:
3. Subject to the provisions of Sections 13.1, 14.5, 27 and 28, Landlord, at
its sole cost and expense, agrees to repair and maintain in good condition and
repair (ordinary wear and tear excepted) (i) the roof structure, foundation,
exterior and load bearing walls of the Premises and (ii) damage to the Project
to the extent arising from Landlord's default under this Lease or the gross
negligence or willful misconduct of Landlord or Landlord Parties.
4. Subject to the provisions of Sections 13.1, 14.5, 27 and 28, and subject to
Landlord's right to receive reimbursement therefor as provided in this Lease,
Landlord agrees to repair and maintain in good condition and repair (ordinary
wear and tear excepted) the Common Areas. Notwithstanding anything in this
Section 13 to the contrary, subject to Sections 13.1, 14.5, 27 and 28, (i)
Landlord shall have the right to either repair or to require Tenant to repair
any damage to any portion of the Adjacent Park and the Project caused by or
created due to any negligent act, omission, or willful misconduct of Tenant or
any of Tenant's Representatives and to restore the Premises and the other
affected portions of the Project and the Adjacent Park, as applicable, to the
condition existing prior to the occurrence of such damage.
5. Notwithstanding anything to the contrary in Section
13, if any maintenance and repair to be performed by Tenant pursuant to Section
13.1 or if any maintenance, improvement, alteration or other construction costs
reimbursable by Tenant to Landlord pursuant to any provision of this Lease
(other than Section 27), are of a capital nature (in that they are required to
be capitalized under generally accepted accounting principles), then upon demand
by the Tenant, Landlord shall perform such work and such costs or allocable
portions thereof, together with reasonable interest thereon, shall be amortized
on a straight-line basis over the estimated useful life of the capital item or
fifteen (15) years, whichever is shorter, as reasonably determined by Landlord,
and Tenant's reimbursement obligation shall be limited to a monthly
reimbursement of such monthly amortized amount commencing on the first day of
the month following the completion of the work and continuing on the first day
of each month during the Lease Term until fully amortized.  Tenant shall
promptly report, in writing, to Landlord any defective condition known to it
which Landlord is required to repair, and until such notice is given, Landlord
shall have no liability for failing to make the repair.
6. Tenant's Failure to Perform Repairs and Maintenance
Obligations

1. Tenant Insurance:
Tenant shall maintain in full force and effect at all times during the Term of
this Lease, at Tenant's sole cost and expense, for the protection of Tenant and
Landlord, and, in the case of the coverages identified in Sections 14.1.1 and
14.1.2, if their name(s) have been given to Tenant in writing as an additional
insured for the policy in question, each of Landlord's property management
company or agent, and Landlord's lender(s) having a lien against the Premises or
any other portion of the Project, as their interests may appear, policies of
insurance issued by a carrier or carriers reasonably acceptable to Landlord and
its lender which afford the coverages described below in this Section 14.1.
Tenant shall not pledge or otherwise encumber its right to the proceeds of
insurance that Tenant is required to carry pursuant to this Lease.  If Tenant
has other locations which it owns or leases, Tenant shall not combine the
Property Insurance required of Tenant hereunder with the Property Insurance for
such other locations.  Tenant shall have the right to provide any other
insurance coverage which it is obligated to carry pursuant to the terms of this
Lease under a blanket insurance policy, provided such blanket policy expressly
affords coverage for the Premises in the amounts and types required by this
Lease.  Any such policy covering both the Premises and such other locations
shall include an aggregate limit per location endorsement.  Notwithstanding the
foregoing provisions of this Section 14.1, Tenant shall not carry
the coverages identified in Section 14.1.2 at any time when Landlord is
obtaining such insurance coverage pursuant to the provisions of Section
27.7.
2. Coverage equal to or greater than that afforded by a
commercial general liability insurance policy (claims made form) providing
coverage of not less than Five Million Dollars ($5,000,000) in the aggregate
limit (including all excess/umbrella insurance) against any and all claims for
bodily injury and property damage occurring in, on or about the Premises arising
out of Tenant's and Tenant's Representatives' use or occupancy of the Premises
and including coverage for the contractual liability of Tenant under this Lease,
fire damage, premises liability, personal injury and completed operations
("Liability Insurance"); and
3. Coverage, in an amount equal to the full replacement value
of the Landlord's Work and the Required Surrender Improvements (collectively
"Insured Premises") as the same may exist from time to time without
deduction for depreciation (all such insurance described in this Section 14.1.1
is hereafter referred to as "Property Insurance") for loss or damage
thereto from (a) all perils included within the classification of fire, extended
coverage, vandalism, malicious mischief, all "special form" or
"all risk" perils (as such terms are used in the insurance industry),
(b) if the Premises is in a flood plain, flood insurance, and
(c) earthquake insurance, for so long as the premium for earthquake insurance do
not exceed the total of (i) three (3) times an amount equal to the first year's
earthquake (DIC) insurance premium (adjusted annually on the policy anniversary
date by the increase, if any, in the Bureau of Labor Statistics Consumer Price
Index, All Urban Consumers, San Francisco-Oakland-San Jose (1982-84=100) and
(ii) any amount that Landlord may elect, but shall not be obligated, to
contribute to the payment of such premiums.
4. Worker's compensation and employer's liability insurance as required by law,
5. Comprehensive automobile liability insurance with a combined single limit of
at least $1,000,000 per occurrence for claims arising out of any company owned
automobiles;
6. Property Insurance covering Tenant for damage to or loss of any of Tenant's
Property (other than the Required Surrender Improvements) located in, on or
about the Premises,
7. Coverage for business interruption of Tenant; and
8. If the property of any of Tenant's invitees, vendors or customers is to be
kept in the Premises, warehouser's legal liability or bailee customers insurance
for the full replacement cost of the property belonging to such parties and
located in the Premises; and
9. Such other insurance, or higher limits of liability, as is then customarily
required for similar types of buildings used for uses like or similar to that of
Tenant within the general vicinity of the Project or as may be reasonably
required by any of Landlord's lenders.
10. Insurance Policies: Insurance
required to be maintained by Landlord or Tenant shall be written by companies
(i) licensed to do business in the State of California, (ii) domiciled in the
United States of America, and (iii) having a "General Policyholders Rating" of
at least A:X (or such higher rating as may be required by a lender having a lien
on the Premises) as set forth in the most current issue of "A.M. Best's Rating
Guides."   Each such policy shall contain a non-imputation endorsement as among
the named insureds and any additional insureds or loss payees.  Any deductible
amounts under any of the insurance policies required hereunder to be obtained by
Tenant shall not exceed (i)  Ten Thousand Dollars ($10,000) with respect to the
liability policy, (ii) Twenty Five Thousand Dollars ($25,000) with respect to
Property Insurance other than earthquake (DIC) insurance, and (iii) with respect
to earthquake (DIC) insurance, 15% of the replacement value of the Insured
Premises or such other deductible amount as is available at commercially
reasonable rates. Tenant shall deliver to Landlord evidence of insurance (in the
form of Accord Form 27 or other form reasonably acceptable to Landlord and its
lenders) and true and complete copies of any and all endorsements required
herein for all insurance required to be maintained by Tenant hereunder,
including under Exhibit B to the Lease, at the time of Tenant's first
entry into the Premises for the purpose of constructing any portion of Tenant's
Work (as defined in Exhibit B hereto). Tenant shall, at least fifteen
(15) days prior to expiration of each policy, furnish Landlord with certificates
of renewal or "binders" thereof. Each certificate shall expressly provide that
such policies shall not be cancelable or otherwise subject to material
modification except after thirty (30) days prior written notice to the parties
named as additional insureds as required in this Lease (except for cancellation
for nonpayment of premium, in which event cancellation shall not take effect
until at least ten (10) days' notice has been given to Landlord).
11. Additional Insureds and Coverage
12. Failure of Tenant to Purchase and Maintain
Insurance
13. Waiver of
Subrogation: Notwithstanding anything to the contrary in this Lease,
Landlord and Tenant hereby mutually waive their respective rights of recovery
against each other and against their respective employees, officers, directors,
members, tenants, subtenants and assigns, for any loss of, or damage to, either
parties' property to the extent that such loss or damage is a loss covered by an
insurance policy in effect at the time of such loss or damage (or would have
been a loss covered by an insurance policy required to be in effect but not
actually in effect). Each party shall obtain any special endorsements, if
required by its insurer, whereby the insurer waives its rights of subrogation
against the other party. This provision is intended to waive fully, and for the
benefit of the parties hereto and their respective employees, officers,
directors, members, tenants, subtenants and assigns, any rights and/or claims
which might give rise to a right of subrogation in favor of any insurance
carrier.
14. Landlord's
Insurance:  Subject to Landlord's right to reimbursement for the cost
thereof pursuant to Section 8, Landlord shall obtain and keep in force during
the term of this Lease (i) Property Insurance with respect to loss or damage to
the improvements located in the Common Areas, (ii) a policy of rental loss
insurance insuring the Rent payable by the Tenant hereunder for a period of not
less than twelve (12) months in the event of any loss covered by the policy
described in Section 14.1.2 above, and (iii) if Landlord carries the
Property Insurance pursuant to the provisions of Section 27.7, only if Landlord
elects to do so, a policy of earthquake insurance (DIC) with respect to the
Insured Premises and the Common Areas in such amounts as Landlord may determine
to the extent such coverage is obtainable at commercially reasonable rates.



1. Prohibition: Tenant shall not, without the prior written consent
of Landlord, assign, mortgage, hypothecate, encumber, grant any license or
concession, pledge or otherwise transfer this Lease or any interest herein,
permit any assignment or other such transfer of this Lease or any interest
hereunder by operation of law; sublet the Premises or any part thereof, or
permit the use or occupancy of the Premises by any persons other than Tenant and
Tenant's Representatives (all of the foregoing are sometimes referred to
collectively as "Transfers" and any person to whom any Transfer is made or
sought to be made is sometimes referred to as a "Transferee"). No consent
to any Transfer shall constitute a waiver of the provisions of this Section 16,
and all subsequent Transfers may be made only with the prior written consent of
Landlord, which consent shall not be unreasonably withheld, but which consent
shall be subject to the provisions of this Section 16.
2. Request for
Consent: If Tenant seeks to make a Transfer, Tenant shall notify
Landlord, in writing, and deliver to Landlord at least thirty (30) days (but not
more than one hundred eighty (180) days) prior to the proposed commencement date
of the Transfer (the "Proposed Effective Date") the following information and
documents (the "Tenant's Notice"): (i) a description of the portion of the
Premises to be transferred (ii) all of the terms of the proposed Transfer
including without limitation, the Proposed Effective Date, the name and address
of the proposed Transferee, and a copy of the existing or proposed assignment,
sublease or other agreement governing the proposed Transfer ("Transfer
Document(s)"); (iii) current financial statements of the proposed
Transferee certified by an officer, member, partner or owner thereof, and any
such other information as Landlord may then reasonably require, including
without limitation, audited financial statements for the previous three (3) most
recent consecutive fiscal years; (iv) the Plans and Specifications (defined
below), if any; and (v) such other information as Landlord may then reasonably
require. Tenant shall give Landlord the Tenant's Notice in accordance with the
provisions of Section 31.9. Within thirty (30) days after Landlord's receipt of
the Tenant's Notice (the "Landlord Response Period") Landlord shall notify
Tenant, in writing, of its determination with respect to such requested proposed
Transfer. If Landlord consents to the requested proposed Transfer, Tenant may
thereafter assign its interests in and to this Lease or sublease all or a
portion of the Premises to the same party and on the same terms as set forth in
the Tenant's Notice. If Landlord fails to respond to Tenant's Notice within
Landlord's Response Period, then, after Tenant shall have given to Landlord a
second notice in accordance with the provisions of Section 31.9 and, if within
ten (10) days after Landlord's receipt of such Second Notice (the "Second
Response Period"), Landlord fails to respond thereto prior to the end of the
Second Response Period, the proposed Transfer shall then be deemed approved by
Landlord.
3. Criteria for Consent
4. Effectiveness of Transfer and Continuing
Obligations
5. Transfer Premium
6. Waiver
7. Affiliated Companies/
Restructuring of Business Organization: Notwithstanding anything to
the contrary in this Section 16, the assignment or subletting by Tenant of all
or any portion of this Lease or the Premises to (i) a parent or subsidiary of
Tenant, or (ii) any person or entity which controls, is controlled by or under
the common control with Tenant, or (iii) any entity which purchases all or
substantially all of the assets of Tenant, or (iv) any entity into which Tenant
is merged or that is merged into Tenant or consolidated (all such persons or
entities described in clauses (i), (ii), (iii) and (iv) being sometimes herein
referred to as "Affiliates") shall not be deemed a Transfer under this Section
16 (hence, the aforesaid events shall not be subject to obtaining Landlord's
prior consent), and Landlord shall not have any right to receive any Transfer
Premium in connection therewith, provided in all instances that:
8. Tenant shall have delivered to Landlord all the same information as is
required by Section 16.2 with respect to a Transfer that requires Landlord's
consent;
9. any such Affiliate was not formed as a subterfuge to avoid the obligations
of this Section 16;
10. Tenant shall give Landlord prior notice of any such assignment or sublease
to an Affiliate;
11. the successor of Tenant has as of the effective date of any such assignment
or sublease, a tangible net worth and net assets, in the aggregate, computed in
accordance with generally accepted accounting principles (but excluding goodwill
as an asset), which is sufficient to meet the obligations of Tenant under this
Lease (in the case of an assignment) or to meet the obligations of the subtenant
under the sublease (in the case of a sublease);
12. any such assignment or sublease shall be subject to all of the terms and
provisions of this Lease, and such assignee or sublessee (i.e. any such
Affiliate), other than in the case of an Affiliate resulting from a merger or
consolidation as described in Section 16.7(iv) above, shall assume and any
sublessee shall agree to be bound by, in a written document reasonably
satisfactory to Landlord and delivered to Landlord upon or prior to the
effective date of such assignment or sublease, all the obligations of Tenant
under this Lease; and
13. Tenant and any guarantor shall remain fully liable for all obligations to be
performed by Tenant under this Lease, except in the case of an Affiliate
resulting from the acquisition of all or substantially all of the assets of
Tenant described in Section 16.7(iii) or from a merger or consolidation as
described in Section 16.7(iv) above.

1. Lease Subordinate

Landlord and the Landlord Parties shall have the right to enter
the Premises at all reasonable times, upon reasonable prior notice, for purposes
of inspection, exhibition, posting of notices, investigation, replacements,
repair, maintenance and alteration. It is further agreed that Landlord shall
have the right to use any and all means Landlord deems necessary to enter the
Premises in an emergency. Landlord shall have the right to place "for rent" or
"for lease" or "for sale" signs on the outside of the Premises, the
Building and on the Lot. Tenant hereby waives any Claim from damages or for any
injury or inconvenience to or interference with Tenant's business, or any other
loss occasioned thereby except for any Claim arising out of a breach of this
Lease by Landlord or the sole active gross negligence or willful misconduct of
Landlord or the Landlord Parties.

Tenant shall execute (and acknowledge if required by any lender or
ground lessor) and deliver to Landlord, within five (5) days after Landlord
provides such to Tenant, a statement in writing certifying that this Lease is
unmodified and in full force and effect (or, if modified, stating the nature of
such modification), the date to which the Rent and other charges are paid in
advance, if any, acknowledging that there are not, to Tenant's knowledge, any
uncured defaults on the part of Landlord hereunder or specifying such defaults
as are claimed, and such other matters as Landlord may reasonably require. Any
such statement may be conclusively relied upon by Landlord and any prospective
purchaser or encumbrancer of the Building or other portions of the Project.
Tenant's failure to deliver such statement within such time shall be conclusive
upon the Tenant that (a) this Lease is in full force and effect, without
modification except as may be represented by Landlord; (b) there are no uncured
defaults in Landlord's performance; and (c) not more than one month's Rent has
been paid in advance, except in those instances when Tenant pays Rent quarterly
in advance pursuant to Section 10 hereof, then not more than three months' Rent
has been paid in advance.

1. The abandonment of the Premises by Tenant or the
vacation of the Premises by Tenant which would cause any insurance policy to be
invalidated or otherwise lapse;
2. The failure by Tenant to
make any payment of Rent, Additional Rent or any other payment required
hereunder as and when due, where such failure continues for three (3) calendar
days after Landlord gives Tenant written notice of default. If Landlord
gives Tenant a Notice to Pay Rent or Quit pursuant to applicable unlawful
detainer statutes, such Notice to Pay Rent or Quit shall also constitute the
notice required by this Section 20.2.
3. The failure by Tenant to cause any portion of the
Lease Collateral to be delivered, renewed or replaced as required by Section 6.1
hereof;
4. The failure by Tenant to timely deliver any estoppel
certificate, subordination agreement or evidence of insurance required by this
Lease where such failure continues for three (3) days after written notice of
such failure is given by Landlord to Tenant.
5. A Transfer in violation of Section 16 of this
Lease.
6. The failure by Tenant to observe, perform or comply
with any of the conditions, covenants or provisions of this Lease (except for
the failures described in Sections 20.1, 20.2, 20.3, 20.4, 20.5, 20.7, 20.8,
20.9, 20.10 and 20.11 and except for any failure, breach or default by Tenant
that is expressly stated in this Lease to be incurable) and such failure is not
cured within thirty (30) days of the date on which Landlord delivers written
notice of such failure to Tenant.  However, Tenant shall not be in default of
its obligations under this Section 20.6 if (i) such failure cannot reasonably be
cured within said thirty (30) day period, and (ii) Tenant promptly commences the
cure of such default and thereafter diligently proceeds with same to completion,
taking all actions necessary to cure such failure as soon as is reasonably
possible, but in no event shall the completion of such cure be later than ninety
(90) days after the date on which Landlord delivers to Tenant written notice of
such failure, unless Landlord, acting reasonably and in good faith, otherwise
expressly agrees in writing to a longer period of time based upon the
circumstances relating to such failure as well as the nature of the failure and
the nature of the actions necessary to cure such failure;
7. The making of a general
assignment by Tenant for the benefit of creditors, the filing of a voluntary
petition by Tenant or the filing of an involuntary petition by any of Tenant's
creditors seeking the rehabilitation, liquidation, or reorganization of Tenant
under any law relating to bankruptcy, insolvency or other relief of debtors and,
in the case of an involuntary action, the failure to remove or discharge the
same within sixty (60) days of such filing;
8. The appointment of a receiver or other custodian to
take possession of substantially all of Tenant's assets or this leasehold,
where such appointment is not rescinded within sixty (60) days after appointment
of the receiver, which thereupon shall be an incurable default;
9. Tenant's insolvency or inability to pay Tenant's
debts or failure generally to pay Tenant's debts when due, which shall be an
incurable default;
10. Any court entering a decree or order directing the
winding up or liquidation of Tenant or of substantially all of Tenant's
assets not entirely released within thirty (30) days after its initial
entry, which shall be an incurable default; and
11. The attachment, execution or other judicial seizure
of substantially all of Tenant's assets or this leasehold not entirely released
within thirty (30) days after its initial entry, which shall be an incurable
default.

1. Landlord's Rights: In the event of Tenant's material default
under this Lease, Landlord may terminate Tenant's right to possession of the
Premises by any lawful means in which case upon delivery of written notice by
Landlord this Lease shall terminate on the date specified by Landlord in such
notice, and Tenant shall immediately surrender possession of the Premises to
Landlord. In addition, the Landlord shall have the immediate right of re-entry
whether or not this Lease is terminated, and if this right of re-entry is
exercised following abandonment of the Premises by Tenant, Landlord may consider
any of Tenant's Property left on the Premises to also have been abandoned. No
re-entry or taking possession of the Premises by Landlord pursuant to this
Section 21 shall be construed as an election to terminate this Lease unless a
written notice of such intention is given to Tenant. If Landlord relates the
Premises or any portion thereof, Tenant shall be liable immediately to Landlord
for all costs Landlord incurs in reletting the Premises or any part thereof,
including, without limitation, broker's commissions, expenses of cleaning,
redecorating, and further improving the Premises and other similar costs
(collectively, the "Reletting Costs"). To the fullest extent permitted by law,
any and all of the Reletting Costs shall be fully chargeable to Tenant and shall
not be prorated or otherwise amortized in relation to any new lease for the
Premises or any portion thereof. Reletting may be for a period shorter or longer
than the remaining term of this Lease. In no event shall Tenant be entitled to
any excess rent received by Landlord. No act by Landlord other than giving
written notice to Tenant shall terminate this Lease. Acts of maintenance,
efforts to relet the Premises or the appointment of a receiver on Landlord's
initiative to protect Landlord's interest under this Lease shall not constitute
a termination of Tenant's right to possession. So long as this Lease is not
terminated, Landlord shall have the right to remedy any default of Tenant, to
maintain or improve the Premises, to cause a receiver to be appointed to
administer the Premises and new or existing subleases and to add to the Rent
payable hereunder all of Landlord's reasonable costs in so doing, with interest
at the maximum rate permitted by law from the date of such expenditure.
2. Damages
Recoverable: If Tenant breaches this Lease and abandons the Premises
before the end of the Term, or if Tenant's right to possession is terminated by
Landlord because of a breach or default under this Lease, then in either such
case, Landlord may recover from Tenant all damages suffered by Landlord as a
result of Tenant's failure to perform its obligations hereunder, including
without limitation, the following:
3. the unamortized cost of any Tenant Improvements constructed by or on behalf
of Tenant pursuant to Exhibit B hereto to the extent Landlord has paid
for such improvements.
4. the unamortized portion of any broker's or leasing agent's commission
incurred with respect to the leasing of the Premises to Tenant for the balance
of the Term of the Lease remaining after the date on which Tenant is in default
of its obligations hereunder.
5. all Reletting Costs.
6. the worth at the time of the award (computed in accordance with Subparagraph
(a)(3) of Section 1951.2 of the California Civil Code) of the amount by which
the Rent then unpaid hereunder for the balance of the Lease Term exceeds the
amount of such loss of Rent for the same period which Tenant proves could be
reasonably avoided by Landlord, and, in such case, prior to the award Landlord
may relet the Premises for the purpose of mitigating damages suffered by
Landlord because of Tenant's failure to perform its obligations hereunder. Even
though Tenant has abandoned the Premises following such breach, this Lease shall
nevertheless continue in full force and effect for as long as Landlord does not
terminate Tenant's right of possession. The "worth at the time of the award"
within the meaning of Subparagraphs (a)(1) and (a)(2) of Section 1951.2 of the
California Civil Code shall be computed by allowing interest at the rate of ten
percent (10%) per annum.
7. until Landlord elects to terminate Tenant's right of possession, Landlord
shall have the remedy described in Section 1951.4 of the California Civil Code
(Landlord may continue this Lease in effect after Tenant's breach and
abandonment and recover Rent as it becomes due, if Tenant has the right to
sublet or assign, subject only to reasonable limitations) and may enforce all
its rights and remedies under this Lease, including the right to recover the
Rent from Tenant as it becomes due hereunder.
8. Right of
Redemption  Except as herein expressly provided to the contrary,
Tenant waives redemption or relief from forfeiture under California Code of
Civil Procedure Sections 1174 and 1179 (or any successor or substitute, or
similar statute), or under any other present or future law, in the event Tenant
is evicted or Landlord takes possession of the Premises by reason of any default
of Tenant hereunder. Tenant hereby waives for Tenant and for all those claiming
under Tenant all rights now or hereafter existing to redeem by order or judgment
of any court or by any legal process or writ, Tenant's right of occupancy of the
Premises after any termination of this Lease for non-payment of Base Rent or any
other sum of money due hereunder.  Notwithstanding the foregoing provisions of
this Section 21.3, Cell Genesys, Inc. (and, if Cell Genesys, Inc. has not
exercised such right, any Affiliate receiving an assignment of the Lease in
accordance with Section 16 of this Lease, but not anyone claiming by and under
Cell Genesys, Inc. or an Affiliate), shall have, on one occasion
during the Term of this Lease, the right to seek relief from forfeiture under
California Code of Civil Procedure (CCP) Sections 1174 and 1179 (or any
successor substitute, or similar statute) provided that, in
addition to the requirements of CCP Sections 1174 and  1179, Cell Genesys, Inc.
provides to the Court reasonable assurances of future timely performance of all
of its obligations under the Lease.
9. Rights and Remedies Cumulative

If Tenant holds over after the expiration of the Lease Term
hereof, with or without the express or implied consent of Landlord, such tenancy
shall be from month-to-month only, and shall not constitute a renewal hereof or
an extension for any further term, and in such case Base Rent shall be payable
at a monthly rate equal to two hundred percent (200%) of the greater of (i) the
Base Rent applicable during the last rental period of the Lease Term under this
Lease or (ii) the fair market rental rate for the Premises as of the
commencement of such holdover period. Such month-to-month tenancy shall be
subject to every other term, covenant and agreement contained herein. Landlord
hereby expressly reserves the right to require Tenant to surrender possession of
the Premises to Landlord as provided in this Lease upon the expiration or other
termination of this Lease. The provisions of this Section 22 shall not be deemed
to limit or constitute a waiver of any other rights or remedies of Landlord
provided herein or at law. If Tenant fails to surrender the Premises upon the
termination or expiration of this Lease, in addition to any other liabilities to
Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold
Landlord harmless from all Claims resulting from such failure, including but not
limited to, any Claims made by any succeeding tenant founded upon such failure
to surrender, and any lost profits to Landlord resulting therefrom.

Landlord shall not be considered in default of this Lease unless
Landlord fails within a reasonable time to perform an obligation required to be
performed by Landlord hereunder. For purposes hereof, a reasonable time shall
not be less than thirty (30) days after receipt by Landlord of written notice
specifying the nature of the obligation Landlord has not performed; provided,
however, that if the nature of Landlord's obligation is such that more than
thirty (30) days, after receipt of written notice, is reasonably necessary for
its performance, then Landlord shall not be in default of this Lease if
performance of such obligation is commenced within such thirty (30) day period
and thereafter diligently pursued to completion.

Tenant shall have the right to use one hundred five (105) non-
designated and non-exclusive parking spaces located on the Lot.  Tenant's
parking rights shall be exercised in accordance with all Laws and subject to
such reasonable parking rules and regulations as Landlord may from time to time
promulgate. Landlord represents and warrants that (i) the Lot shall contain no
less than the greater of (a) the number of parking spaces required by the City
of Hayward at the time the building permit for the Building shell portion of
Landlord's Work is issued or (b) the total number of spaces specified in the
Basic Lease Information plus the number of parking spaces on the Lot granted to
occupants of the Adjacent Park, and (ii) Landlord shall not permit tenants of
the Adjacent Park to utilize spaces on the Lot if such use would result in fewer
parking spaces being allocated to the Building than are indicated in the Basic
Lease Information.  Within a reasonable period of time following written notice
from Tenant to Landlord that persons other than Tenant and its employees,
subtenants and invitees are utilizing spaces on the Lot that have been allocated
to Tenant and which Tenant is authorized and intends to utilize, Landlord shall
make commercially reasonable efforts, at Landlord's expense, to eliminate the
unpermitted use.  In no event shall Tenant or any of Tenant's Representatives
park or permit any parking of vehicles overnight.  There shall be no vehicle
parking or truck activity within the parking area on the easterly side of the
Building from 7:00 p.m. to 7:00 a.m.

If there is any sale or other transfer of the Premises or any
other portion of the Project by Landlord or any of Landlord's interest therein,
Landlord shall automatically be entirely released from all liability under this
Lease, and Tenant agrees to look solely to such transferee for the performance
of Landlord's obligations hereunder after the date of such transfer. A ground
lease or similar long term lease by Landlord of the Premises or Lot, shall be
deemed a sale within the meaning of this Section 25.  Tenant agrees to attorn to
such new owner provided such new owner does not disturb Tenant's use, occupancy
or quiet enjoyment of the Premises so long as Tenant is not in material default
of any of the provisions of this Lease.

No delay or omission in the exercise of any right or remedy of
either party on any default by the other party shall impair such a right or
remedy or be construed as a waiver. The subsequent acceptance of Rent by
Landlord after default by Tenant of this Lease shall not be deemed a waiver of
such default, other than a waiver of timely payment for the particular Rent
payment involved, and shall not prevent Landlord from maintaining an unlawful
detainer or other action based on such breach. No payment by Tenant or receipt
by Landlord of a lesser amount than the monthly Rent and other sums due
hereunder shall be deemed to be other than on account of the earliest Rent or
other sums due, nor shall any endorsement or statement on any check or
accompanying any check or payment be deemed an accord and satisfaction; and
Landlord may accept such check or payment without prejudice to Landlord's right
to recover the balance of such Rent or other sum or pursue any other remedy
provided in this Lease. No failure, partial exercise or delay on the part of the
Landlord in exercising any right, power or privilege hereunder shall operate as
a waiver thereof.

1. Estimate of Time to Restore.
2. Following damage or
destruction to the Property, within the sixty (60) day period ("Restoration
Estimate Period") following Tenant's notice to Landlord of the occurrence
of the loss ("Tenant's Loss Notice"), Landlord's architect shall give
to Landlord and Tenant a reasonable estimate ("Landlord Architect's
Estimate") of the time required to restore (i) the Landlord's Work and (ii)
the Required Surrender Improvements, excluding from such time estimate
the time required to replace any specialty improvements installed in connection
with Tenant's research and development activities in the Premises, including
without limitation, laboratory equipment and ancillary building service
equipment required because of such research and development activities. If
Landlord gives the Landlord Architect's Estimate to Tenant within the
Restoration Estimate Period, then the Landlord Architect's Estimate shall be the
"Architect's Certificate", and Section 27.1.2 shall be of no force or
effect.
3. During the Restoration Estimate Period, Tenant may
select an architect to prepare a reasonable estimate of the time required to
restore the Insured Premises ("Tenant Architect's Estimate"), and, if
(i) the Landlord fails to give Tenant the Landlord Architect's Estimate within
the Restoration Estimate Period and (ii) Tenant gives Landlord the
Tenant's Architect's Estimate within the Restoration Estimate Period, then the
Tenant Architect's Estimate shall be the "Architect's
Certificate".
4. If within the Restoration Estimate Period (i)Landlord's Architect fails to
give the Landlord Architect's Estimate and (ii) the Tenant's Architect fails to
give the Tenant Architect's Estimate, then it shall be deemed that the Landlord
Architect's Estimate was given on such 60th day and shall be deemed
to be the "Architect's Estimate", and it shall be deemed that the
Landlord's Work and Required Surrender Improvements, subject to the exclusions
described in Section 27.1.1 above, can be restored within 365 days after
issuance of building permits for such work.
5. Definitions and Termination Rights
6. "Tenant Insured Loss" shall mean damage or
destruction to the Insured Premises (as defined in Section 14.1.2) that (i) is
actually covered by the Property Insurance on the Insured Premises to be
obtained by Tenant pursuant to Section 14.1.2 or, (ii) provided Landlord has not
exercised its rights under Section 27.7, is required to be covered by Property
Insurance to be obtained by Tenant pursuant to Section 14.1.2, but is not so
covered by such insurance.
7. 
8. all of the proceeds of such Property Insurance carried or to be carried by
Landlord are actually disbursed by the insurer for use by Tenant or Landlord in
restoration of the Insured Premises, or
9. if less than all of the proceeds of such Property
Insurance are actually disbursed by the insurer for use by Tenant or Landlord in
restoration of the Insured Premises or if the Landlord's lender otherwise
prevents the use of the proceeds of such Property Insurance for the restoration
of the Insured Premises (the amount of proceeds not actually disbursed for
restoration being hereinafter referred to as "Insurance Proceeds Reduction
Amount"), and then either:
10. not later than ninety (90) days following the date
the Tenant's Loss Notice is given, Landlord elects in writing to deposit an
amount equal to the Insurance Proceeds Reduction Amount into an escrow
account; or
11. not later than ninety (90) days following the date the Tenant's Loss
Notice is given, Landlord elects in writing to provide other reasonable
assurance that the Insurance Proceeds Reduction Amount will be made available
for restoration of the Insured Premises.
12. "Uninsured Loss" shall mean any damage or destruction
to the Insured Premises other than a Tenant Insured Loss or a
Landlord Insured Loss.
13. The term "Tenant's
Casualty Loss Termination Right" shall mean the right of Tenant to
terminate this Lease if:
14. there is an Uninsured Loss, a Tenant Insured Loss, or a Landlord Insured
Loss and the Architect's Estimate provides that the time required to fully
restore the Landlord's Work and Required Surrender Improvements, subject to the
exclusions provided for in Section 27.1.1 above, is reasonably estimated
pursuant to Section 27.1 to exceed 365 days after building permits are
issued, or
15. the Insured Premises are damaged or destroyed by an Uninsured Loss, a
Tenant Insured Loss or a Landlord Insured Loss at anytime during the last twelve
months of the Lease Term, as the same may be extended from time to time, or
16. 
17. 
18. Insured Loss
19. If (i) there is a  Tenant
Insured Loss or a Landlord Insured Loss and (ii)Tenant exercises Tenant's
Casualty Loss Termination Right, then (a) Tenant shall assign to Landlord and
Landlord's lender, as their interests may appear, all of its right, title and
interest in the Property Insurance covering the Insured Premises obtained by
Tenant pursuant to Section 14.1.2 or otherwise, and (b) if Tenant has breached
its obligation to obtain Property Insurance pursuant to Section 14.1.2, then
Tenant shall cause to be paid to Landlord the full amount of the proceeds that
would have been made available by the insurer for such loss as if Tenant had in
fact carried the insurance required of Tenant pursuant to Section
14.1.2.
20. Subject to the other provisions of this Section 27,
if at any time during the term of this Lease (i) there is a Tenant Insured Loss
or Landlord Insured Loss and (ii) neither Landlord nor Tenant exercises their
respective Landlord's Casualty Loss Termination Right or Tenant's Casualty Loss
Termination Right in accordance with this Section 27, then (a) this Lease shall
continue in full force and effect, (b) Tenant shall restore the Insured Premises
and, if Tenant so elects, such other Tenant Improvements and other Tenant's
Property as Tenant may elect to restore as soon as reasonably possible, and (c)
subject to any contrary provision of any Subordination Agreement, all of the
proceeds of the Property Insurance covering the Insured Premises (and any
additional sum that Landlord may elect to contribute to the restoration pursuant
to Section 27.2.2.2) shall be disbursed for use by Tenant for such restoration
of the Insured Premises.  If any lender, after having consented to the use of
insurance proceeds for restoration, should cut off the availability of such
proceeds and such proceeds are not replaced by Landlord, then in addition to its
other rights and remedies, Tenant shall have the right to cease restoration of
the Insured Premises.
21. At any time when Tenant is to undertake the restoration of the Insured
Premises in accordance with this Lease, such restoration planning and work shall
be performed by the Tenant in accordance with the provisions of Section 12 above
and the provisions of the Work Letter relating to work which was to be performed
by Tenant under such Work Letter.
22. If Landlord carries the Property Insurance pursuant to Section 27.7 , then,
subject to any contrary provisions of any Subordination Agreement executed by
Landlord and Tenant, in the event of a Landlord Insured Loss, the proceeds of
the Property Insurance for the Insured Premises shall be disbursed by the
insurer for use as the restoration work progresses in accordance with procedures
(comparable to construction loan disbursement procedures) reasonably acceptable
to Tenant, Landlord and any Landlord's lender named as an additional insured or
loss payee with respect to such Property Insurance covering the Insured
Premises.  Any proceeds of insurance attributable to any Tenant's Property,
other than the Required Surrender Improvements, shall be disbursed as the
insurer and Tenant shall agree.
23. If Landlord has elected to provide any Insurance Proceeds Reduction Amount
pursuant to Section 27.2.2.2, then, as the restoration work progresses, such
Insurance Proceeds Reduction Amount shall be disbursed in accordance with
procedures (comparable to construction loan disbursement procedures) reasonably
acceptable to Landlord, Tenant and Landlord's lender. If Landlord fails to
provide the Proceeds Reduction Amount, in addition to its other rights and
remedies, Tenant shall have the right to halt restoration of the Insured
Premises.
24. Uninsured Loss
25. If (i) there is an Uninsured Loss, (ii) the Architect's
Estimate is given and provides that Landlord's Work and the Required Surrender
Improvements (subject to the exclusions in Section 27.1 above) require 365 days
or less to restore after the issuance of building permits and (iii)
Tenant does not elect to restore the Insured Premises pursuant to Section
27.4.2, then Landlord shall have the right, but not the obligation, to elect to
restore Landlord's Work (as defined in the Work Letter Agreement) by delivery of
written notice to Tenant not earlier than one hundred twenty-one (121) days and
not later than one hundred thirty-five (135) days following the date Tenant's
Loss Notice is given and, if Landlord elects to restore Landlord's Work, (a) the
Lease shall continue in full force and effect, and Landlord shall diligently
undertake such restoration of Landlord's Work at its sole cost and without
contribution from Tenant and shall diligently pursue such undertaking to
completion, (b) Tenant shall restore the Required Surrender Improvements,
provided, however, that Tenant shall not be obligated to expend more for such
restoration of the Required Surrender Improvements than the proceeds of any
Property Insurance with respect to the Required Surrender Improvements that are
paid to Tenant or would have been paid to Tenant had Tenant performed its
obligations under Section 14.1.2, and (c) Tenant shall have the right, but not
the obligation, to restore any other portion of Tenant's Property at Tenant's
sole cost and expense without reimbursement from Landlord.
26. If there is an Uninsured Loss, Tenant shall have the
right, but not the obligation, to elect to restore the Landlord's Work (as
defined in the Work Letter Agreement) by giving written notice of such election
to Landlord not earlier than ninety-one (91) days and not later than one hundred
twenty (120) days after Tenant's Loss Notice is given, in which event (a) the
Lease shall continue in full force and effect, and Tenant shall diligently
undertake and complete the restoration of the Landlord's Work at Tenant's sole
cost and expense without contribution from Landlord, (b) Tenant shall restore
the Required Surrender Improvements, and (c) Tenant shall have the right, but
not the obligation, to restore any other portion of Tenant's Property at
Tenant's sole cost and expense without reimbursement from
Landlord.
27. Exercise of Termination
Rights.
28. If Tenant is not required pursuant to Section
27.3.2 to restore and does not elect to restore the Insured Premises in
accordance with Section 27.4.2, then Landlord may exercise the Landlord's
Casualty Loss Termination Right by giving Tenant written notice of Landlord's
election to terminate the Lease not earlier than the first to occur of (a) the
date Tenant gives Landlord notice of its election not to restore the Insured
Premises pursuant to Section 27.4.2 or (b) the one hundred twenty-first
(121st) day following the date Tenant's Loss Notice is given, and not
later than one hundred thirty five (135) days following the date Tenant's Loss
Notice is given.
29. If Tenant is not required to restore and Landlord
does not elect to restore in accordance with this Section 27, then Tenant may
exercise the Tenant's Casualty Loss Termination Right by giving Landlord written
notice of Tenant's election to terminate the Lease no earlier than one hundred
thirty-six (136) days and no later than one hundred fifty (150) days after the
Tenant's Loss Notice is given, (ii) paying to Landlord, upon Landlord's demand,
any amounts due pursuant to Section 27.3.1; and (iii) upon request by Landlord,
executing such documents as may reasonably be required to transfer to Landlord
Tenant's rights in Property Insurance attributable to the Insured Premises.
Within ninety (90) days after the giving of such notice by Tenant, Tenant shall
remove all of Tenant's Property (other than the Required Surrender Improvements
and the Optional Surrender Improvements that Tenant decides not to remove) and
shall return possession of the Premises to the Landlord as required by Section
12.2 and Section 29, and thereupon Landlord shall return to Tenant (i) any
prepaid Rent and (ii) subject to all the terms and provisions of Section 6
above, the Lease Collateral (or so much thereof as has not been applied in
accordance with this Lease).  Tenant may exercise Tenant's Casualty Loss
Termination Right pursuant to Section 27.2.4 within one hundred fifty (150) days
after Tenant's Loss Notice is given.
30. Rent Abatement.Following any Landlord Insured Loss, Tenant Insured Loss or Uninsured Loss,
the Rent payable hereunder by Tenant shall be abated, such abatement being
limited to the extent (a) the Premises are rendered unusable and unfit for
occupancy due to any damage or destruction and (b) Tenant is not using or
otherwise occupying same for the conduct of its business; provided, however that
if Tenant is undertaking the restoration, the maximum amount of such abatement
shall be limited to the time that the Premises could be made reasonably useable
by Tenant if restoration is pursued by Tenant with reasonable diligence.
Notwithstanding any provision of this Lease to the contrary, such abatement
shall be limited to the proceeds of rental loss insurance carried or required to
be carried by Landlord pursuant to the provisions of Section 14.6.
31. Lender
Requirements.
32. Notwithstanding any provision of Section 27 to the contrary, in the event
any of Landlord's lender(s) having a lien on the Premises so require, Landlord
shall have the right to carry the Property Insurance on the Insured Premises
required or permitted of Tenant pursuant to Section 14.1.2 hereof and any other
type of insurance that any such lender may require, and Landlord shall treat the
expenses thereof as Operating Expenses, subject, however, to the provisions of
Section 8.2.3. Landlord shall deliver prior written notice to Tenant of
Landlord's election to carry said Property Insurance.  If Landlord delivers such
notice to Tenant, Landlord shall carry the Property Insurance, and Tenant shall
be relieved of its obligation to carry such Property Insurance, unless and until
Landlord shall provide Tenant with at least thirty (30) days notice of
rescission of its election under this Section 27.7, in which event this Section
27.5 shall not apply unless and until Landlord provides Tenant with another
notice of its election.
33. If Tenant does not exercise Tenant's Casualty Loss Termination Right
pursuant to the provisions of Section 27.5, then with respect to any loss which
is not a Tenant Insured Loss and which is covered by or is required to be
covered by the Property Insurance that Landlord carries or is required to carry
pursuant to this Section 27.7, the following shall apply:
34. Landlord shall use its reasonable best efforts to obtain, within ninety (90)
days following such loss, the written agreement of the Landlord's lender that
any proceeds available from Property Insurance carried by Landlord with respect
to the Insured Premises (or the amount that Landlord is liable to pay due to any
failure by Landlord to carry such Property Insurance) may be disbursed for use
by Tenant for the restoration of the Insured Premises in accordance with the
foregoing provisions of this Section 27,
35. If the loss is a Landlord Insured Loss, Tenant shall pay to Landlord the
greater of (i) the deductible portion of the Property Insurance carried by
Landlord with respect to any such loss (other than earthquake (DIC) insurance)
up to $25,000 and as to earthquake (DIC) insurance, up to 15% of the replacement
value of the Insured Premises, or (ii) such higher deductible amount as to which
Landlord and Tenant have agreed in writing.
36. Waiver
37. Survival
38. Restoration of Common Area
Improvements.  To the extent of insurance proceeds of Property
Insurance Landlord is required to carry pursuant to Section 14.6 (or, if
Landlord should fail to carry such insurance, to the extent of proceeds that
would have been available but for Landlord's failure), Landlord shall promptly
and diligently restore any damaged improvements to the Common Areas
substantially to the condition existing prior to such damage.
39. Calendar of Restoration
Events.  Set forth below is a calendar of important dates in the
event there is damage or destruction to the Insured Premises.  In the event of
any conflict between the provisions of this Section 27.11 and any other
provision of this Section 27, such other provision shall control.

|EVENT                                                                                                                                                        | DATE                               
|------------------------------------------------------------------------------------------------------------------------------------------------------------ | -----------------------------------
|Last day for Landlord's architect to provide Architect's Estimate                                                                                            | 60 days after Tenant's Loss Notice 
|First day for Landlord to elect to provide Insurance Proceeds Reduction
Amount pursuant to Section 27.2.2.2                                                  | Date of Tenant's Loss Notice       
|Last day for Landlord to elect to provide Insurance Proceeds Reduction Amount
pursuant to Section 27.2.2.2                                                   | 90 days after Tenant's Loss Notice 
|First day for Tenant to elect to restore pursuant to Section 27.4.2                                                                                          | 91 days after Tenant's Loss Notice 
|Last day for Tenant to elect to restore the Landlord's Work pursuant to
Section 27.4.2                                                                       | 120 days after Tenant's Loss Notice
|First day for Landlord to elect to restore pursuant to Section 27.4.1 or to
exercise a Landlord's Casualty Loss Termination Right pursuant to Section 27.5.1 | 121 days after Tenant's Loss Notice
|Last day for Landlord to elect to restore pursuant to Section 27.4.1 or to
exercise a Landlord's Casualty Loss Termination Right pursuant to Section
27.5.1  | 135 days after Tenant's Loss Notice
|First day for Tenant to elect to exercise a Tenant's Casualty Loss
Termination Right pursuant to Section 27.5.2                                              | 136 days after Tenant's Loss Notice
|Last day for Tenant to elect to exercise a Tenant's Casualty Loss Termination
Right pursuant to Section 27.5.2                                               | 150 days after Tenant's Loss Notice

1. Definitions.
2. "Partial Taking" shall mean a Taking by power of eminent domain a
portion of the Premises or the Common Areas and following such taking the
remaining portion of the Premises and the Common Areas available for the
Tenant's use are reasonably suitable for the continued conduct of the Tenant's
business therein.
3. "Total Taking" shall mean a Taking by power of eminent domain of
all of the Premises.
4. "Substantial Taking" shall mean a Taking that is not a Partial
Taking or a Total Taking.
5. "Taking" shall mean the exercise of the power of eminent domain
with respect to the property, inverse condemnation or sale in lieu thereof for
any public or quasi-public use or purpose.
6. "Temporary Taking" shall mean a Taking of all or a portion of the
Premises for less than the remainder of the Term.
7. Partial Taking
8. Total Taking
9. Substantial Taking
10. Temporary Taking
11. Award

1. Hazardous Materials Disclosure Certificate.  Prior to executing
this Lease, Tenant shall have delivered to Landlord Tenant's executed initial
Hazardous Materials Disclosure Certificate (the "Initial HazMat Certificate"), a
copy of which is attached hereto as Exhibit E. Tenant covenants,
represents and warrants to Landlord that the information in the Initial HazMat
Certificate is true and correct and accurately describes in all material
respects the use(s) of Hazardous Materials which will initially be made and/or
used on the Premises by Tenant. Tenant shall, commencing with the date which is
one year from the Commencement Date and continuing every year thereafter,
deliver to Landlord, an executed Hazardous Materials Disclosure Certificate
("the "HazMat Certificate") describing Tenant's then present use of Hazardous
Materials on the Premises, and any other reasonably necessary documents as
requested by Landlord concerning such use of Hazardous Materials. The HazMat
Certificates required hereunder shall be in substantially the form attached
hereto as Exhibit E.
2. Definitions.
3. Hazardous Materials
4. Environmental Laws
5. Tenant's Hazardous Materials
6. Midnight Dumper.
As used in this Lease the term "Midnight Dumper" shall mean any person
or entity (other than Tenant, any other occupant of the Adjacent Park, and their
respective agents, officers, directors, members, employees, and contractors)
whose identity is unknown that, during the Lease Term, deposits upon the Project
any Hazardous Material(s).

Tenant and any permitted Transferee, for the reliance of Landlord,
any lender holding or anticipated to acquire a lien upon any portion of the
Project or any prospective purchaser of any portion of the Project within ten
(10) days after Landlord's request therefor, but not more often than once
annually so long as Tenant is not in material default of this Lease, shall
deliver to Landlord the then current audited financial statements of Tenant
(including interim periods following the end of the last fiscal year for which
annual statements are available). If audited financial statements have not been
prepared, Tenant and any permitted Transferee shall provide Landlord with
unaudited financial statements and such other information, the type and form of
which are acceptable to Landlord in Landlord's reasonable discretion, which
reflects the financial condition of Tenant and any permitted Transferee.

1. Time: Time is of the essence in this Lease and with respect to
each and all of its provisions in which performance is a factor.
2. Successors and Assigns
3. Recordation
4. Landlord
Exculpation: The liability of Landlord to Tenant for any default by
Landlord under the terms of this Lease shall be limited to the actual interest
of Landlord in the Project and, prior to the creation of the Lot, in Alameda
County APN 441-0065-05-01, and Tenant agrees to look solely to Landlord's
interest in such property for satisfaction of any liability of Landlord under
this Lease.  Tenant shall not look to other assets of Landlord nor seek any
recourse against the assets of any Landlord Parties.  "Landlord
Parties" shall mean (i) the individual partners, members, directors,
officers, shareholders, agents or employees of Landlord, including without
limitation, any property management company of Landlord and (ii) the partners,
members, directors, heirs, employees, representatives, agents, contractors,
successors and assigns of any of person or entity mentioned in clause (i) above.
It is the parties' intention that Landlord and the Landlord Parties shall not in
any event or circumstance be personally liable, in any manner whatsoever, for
any judgment or deficiency hereunder or with respect to this Lease. The
liability of Landlord under this Lease is limited to its actual period of
ownership of title to the Project.
5. Severability and Governing Law
6. Attorneys' Fees
7. Entire Agreement
8. Warranty of Authority
9. Notices: All
notices, demands, statements or communications (collectively, "Notices") given
or required to be given by either party to the other hereunder shall be in
writing, shall be sent by United States next business day mail, postage prepaid,
or delivered personally (i) to Tenant at the Tenant's Address set forth in the
Basic Lease Information, or to such other place as Tenant may from time to time
designate in a Notice to Landlord; or (ii) to Landlord at Landlord's Address set
forth in the Basic Lease Information, or to such other firm or to such other
place as Landlord may from time to time designate in a Notice to Tenant. Any
Notice will be deemed given on the next business day after the date it is mailed
as provided in this Section 31.9 or upon the date personal delivery is
made.
10. Joint and Several; Covenants and
Conditions
11. Confidentiality
12. Submission of Lease

All signs and graphics of every kind visible in or from public
view or corridors or the exterior of the Premises shall be subject to Landlord's
prior written approval, which approval shall not be unreasonably withheld or
delayed, and shall be subject to and in compliance with all applicable Laws,
Development Documents, Recorded Matters, Rules and Regulations. Tenant shall
remove all such signs and graphics prior to the expiration or earlier
termination of this Lease. Such installations and removals shall be made in such
a manner as to avoid damage or defacement of the Premises. Tenant shall repair
any damage or defacement, including without limitation, discoloration caused by
such installation or removal. Landlord shall have the right, at its option, to
draw on the Lease Collateral such sums as are reasonably necessary to remove
such signs and make any repairs necessitated by such removal. Notwithstanding
the foregoing, in no event shall any: (a) neon, flashing or moving sign(s) or
(b) sign(s) which are likely to interfere with the visibility of any sign,
canopy, advertising matter, or decoration of any kind of any other business or
occupant of the Building or the other portions of the Project be permitted
hereunder. Tenant further agrees to maintain each such sign and graphics, as may
be approved, in good condition and repair at all times.

Upon any default on the part of Landlord, Tenant will give written
Notice by registered or certified mail to any beneficiary of a deed of trust or
mortgagee of a mortgage covering the Premises who has provided Tenant with
notice of its interest together with an address for receiving Notice, and shall
offer such beneficiary or mortgagee a reasonable opportunity to cure the
default, including time to obtain possession of the Premises by power of sale or
a judicial foreclosure, if such should prove necessary to effect a cure. If such
default cannot be cured within such time period, then such additional time as
may be necessary will be given to such beneficiary or mortgagee to effect such
cure so long as such beneficiary or, mortgagee has commenced the cure within the
original time period and thereafter diligently pursues such cure to completion,
in which event this Lease shall not be terminated while such cure is being
diligently pursued. Tenant agrees that each lender to whom this Lease is
assigned by Landlord is an express third party beneficiary hereof. Tenant shall
not make any prepayment of Rent more than one (1) month in advance without the
prior written consent of each such lender, except if Tenant is required to make
quarterly payments of Rent in advance pursuant to the provisions of Section 10
above. Tenant waives the collection of any deposit from such lender(s) or any
purchaser at a foreclosure sale of such lender(s)' deed of trust unless the
lender(s) or such purchaser shall have actually received and not refunded the
deposit. Tenant agrees to make all payments under this Lease to the lender with
the most senior encumbrance upon receiving a direction, in writing, to pay said
amounts to such lender. Tenant shall comply with such written direction to pay
without determining whether an event of default exists under such lender's loan
to Landlord. If, in connection with obtaining financing for the Premises or any
other portion of the Project, Landlord's lender shall request reasonable
modification(s) to this Lease as a condition to such financing, Tenant shall not
unreasonably withhold, delay or defer its consent thereto, provided such
modifications do not materially and adversely affect Tenant's rights hereunder
or the use, occupancy or quiet enjoyment of Tenant hereunder.

Tenant hereby warrants and represents to Landlord, for the express
benefit of Landlord, that Tenant has undertaken a complete and independent
evaluation of the risks inherent in the execution of this Lease and the
operation of the Premises for the use permitted hereby, and that, based upon
said independent evaluation, Tenant has elected to enter into this Lease and
hereby assumes all risks with respect thereto. Tenant hereby further warrants
and represents to Landlord, for the express benefit of Landlord, that in
entering into this Lease, Tenant has not relied upon any statement, fact,
promise or representation (whether express or implied, written or oral) not
specifically set forth herein in writing and that any statement, fact, promise
or representation (whether express or implied, written or oral) made at any time
to Tenant, which is not expressly incorporated herein in writing, is hereby
waived by Tenant.

Landlord and Tenant each represents and warrants for the benefit
of the other that it has had no dealings with any real estate broker, agent or
finder in connection with the Premises and/or the negotiation of this Lease,
except for the Broker(s) specified in the Basic Lease Information, and that it
knows of no other real estate broker, agent or finder who is or might be
entitled to a real estate brokerage commission or finder's fee in connection
with this Lease or otherwise based upon contacts between the claimant and
Tenant. Each party shall indemnify and hold harmless the other from and against
any and all liabilities or expenses arising out of claims made for a fee or
commission by any real estate broker, agent or finder in connection with the
Premises and this Lease other than Broker(s), if any, resulting from the actions
of the indemnifying party. Unless expressly agreed to in writing by Landlord and
Broker(s), no real estate brokerage commission or finder's fee shall be owed to,
or otherwise payable to, the Broker(s) for any renewals or other extensions of
the initial Term of this Lease or for any additional space leased by Tenant
other than the Premises as same exists as of the Lease Date. Tenant further
represents and warrants to Landlord that Tenant will not receive (i) any portion
of any brokerage commission or finder's fee payable to the Broker(s) in
connection with this Lease or (ii) any other form of compensation or incentive
from the Broker(s) with respect to this Lease.

Landlord covenants that, upon the paying of Rent and observing and
keeping the covenants, agreements and conditions of this Lease on its part to be
kept, and during the periods that Tenant is not otherwise in default of any of
the terms or provisions of this Lease, and subject to the rights of any of
Landlord's lenders, (i) that Tenant shall and may peaceably and quietly have,
hold, occupy and enjoy the Premises and the parking and access areas described
in Section 1 during the Term of this Lease, and (ii) neither Landlord, nor any
successor or assign of Landlord, shall disturb Tenant's occupancy or enjoyment
of the Premises, the parking rights granted to Tenant in Section 1, and/or
access to any portions of the Lot. The foregoing covenant is in lieu of any
other covenant express or implied.

1. Subject to Section 37.4, during the term of the Lease (as it may
be extended from time to time), Tenant shall have a one-time right of
first offer to purchase ("Right of First Offer") the Project  and, prior to the
creation of the Lot, Alameda County APN 441-0065-05-01 (the "Offer Property").
Tenant's Right of First Offer, as granted herein, shall be void if, at the time
Tenant attempts to exercise the Right of First Offer, Tenant is in default in
the performance of any of its obligations under the Lease beyond the period
provided for the cure thereof, if any.
2. Provided the above condition is satisfied, if Landlord desires to sell the
Offer Property, Landlord shall give Tenant written notice, by facsimile and by
U. S. Mail, of Landlord's intention to market the Offer Property for sale
("Landlord's Marketing Notice") stating the terms upon which Landlord desires to
consummate the sale of the Offer Property. During the ten (10) business day
period following Tenant's receipt of Landlord's Marketing Notice, Tenant shall
have the right to (a) inform Landlord that Tenant accepts the terms set forth in
Landlord's Marketing Notice or (b) make a counter-offer to Landlord to purchase
the Offer Property on other terms, or (c) reject Landlord's offer.  If Tenant
unconditionally accepts Landlord's offer or if Landlord accepts a counter-offer
from Tenant, then the effect thereof shall be to bind the parties to the sale of
the Offer Property on the terms thereof.  If (i) Tenant rejects Landlord's
offer, (ii) fails to accept Landlord's offer or (iii) makes a counter offer that
Landlord refuses to accept, all rights under this Right of First Offer shall
terminate and be of no further force and effect. Time is of the essence
herein.
3. This Right of First Offer is personal to Tenant and may not be assigned,
voluntarily or involuntarily, separate from or as a part of the Lease; provided,
however, the Right of First Offer shall continue in effect following a Transfer
of the Lease to an Affiliate (as defined in Section 16.7) or to a Transferee
resulting from a Transfer that has been consented to by Landlord.
4. This Right of First Offer shall not apply to (but
shall survive) any determination of Landlord or any of its members or the
beneficiaries of its members to sell, gift or otherwise transfer all or any
portion of the Offer Property (i) to a person (or persons) or entity (or
entities) that is(are) a member(s) of Landlord or the beneficiary of a member of
Landlord; (ii) to an entity that is owned, controlled or affiliated with any
person or entity that is a member of Landlord; (iii) for purposes of estate
planning.  However, any such transferee of the Offer Property shall be bound
by this Right of First Offer.
5. This Right of First Offer shall be subject and subordinate to the lien of
any deed of trust encumbering the Property and shall not apply to any
foreclosure or deed in lieu thereof; provided, however, that, except as may be
set forth in a Subordination Agreement executed by Tenant and the holder of such
deed of trust, this Right of First Offer will survive the foreclosure (or deed
in lieu thereof) and be binding on the transferee of the Premises pursuant
thereto.

[Remainder of page intentionally left blank.  Signature page
follows.]

IN WITNESS WHEREOF, this Lease is executed by the parties as of the Lease
Date referenced on Page 1 of this Lease.

|Tenant:                                                                                                                                                                                                                                                                                       | Landlord:                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CELL GENESYS, INC.,
a Delaware corporation

By: ___________________________________
Its: ___________________________________
Date: _________________________________

By: __________________________________
Its: ___________________________________
Date: _________________________________ | F & S HAYWARD II, LLC, a Delaware limited liability company
By:	_______________________________
Todd B. Foster, Manager

By:	_______________________________
Kirk C. Syme, Manager
|                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                   

If Tenant is a CORPORATION, the authorized officers must sign on behalf of
the corporation and indicate the capacity in which they are signing. The Lease
must be executed by the president or vice-president and the secretary or
assistant secretary, unless the bylaws or a resolution of the board of directors
shall otherwise provide, in which event, the bylaws or a certified copy of the
resolution, as the case may be, must be attached to this Lease.

---

Exhibit A to Lease Agreement

LEGAL DESCRIPTION OF LOT

Real property situated in the City of Hayward, County of Alameda, State of
California, described as follows:

PARCEL A:

Parcel Two, Parcel Map 7785, Filed December 26, 2001 in Map Book 262,
Pages 48 through 51, Alameda County Records.

PARCEL B:

Together with an appurtenant easement for vehicular & pedestrian
ingress and egress over that portion of Parcel One of said Parcel Map 7784 lying
within the area designated as "28' access easement" as shown on said
map.

PARCEL C:

Also together with an appurtenant easement for private utilities over
that portion of Parcel One of said Parcel Map 7785 lying within the area
designated as "10' P.S.D.E." and "10' P.S.S.E." as shown on
said map.

---



Exhibit A-1 Site Plan

---

Exhibit A-2 to Lease

[Legal Description of Adjacent Park]



PARCEL 1:

A portion of Lot 2, Obermuller Tract filed May 8, 1906, Map Book 21, Page 21,
Alameda County Records, described as follows:

Beginning at the point of intersection of the center line of Depot Road, also
known as County Road No. 956, with the center line of Clawiter Road, also known
as County Road No. 1649, as said roads are shown on said Map; running thence
along the said last mentioned line north 1° 56' west (the bearing north 1° 56'
west being assumed for the purpose of this description) 414.85 feet to a point
on a line drawn parallel with the southern line of said Lot 2, distant north 1°
56' west 20.00 feet from the southern boundary line thereof; thence along the
said parallel line so drawn north 88° 00' east 451.15 feet to a point on the
northeastern line of Industrial Boulevard, also known as County Road No. 8085,
as described in instrument from Susumu Matsumoto, et al., to County of Alameda,
dated January 12, 1961, recorded February 27, 1961, Series AS/23921, Reel 272,
Image 849, Official Records of Alameda County, said last mentioned point being
the actual point of commencement; running thence along the last mentioned line
the two following courses and distances; north 44° 11' 57" west 123.71 feet, and
thence Northwesterly along the arc of a curve to the right with a radius of
1000.00 feet tangent to the said last mentioned arc 135.86 feet to a point on a
line drawn parallel with the northern line of said Lot 2 and distant south 1°
56' east 127.74 feet therefrom; thence along the said last mentioned parallel
line so drawn north 88° 00' east 57.10 feet to a point on a line drawn parallel
with the said centerline of Clawiter Road, distant north 88° 00' east 351.00
feet therefrom; thence along the said last mentioned parallel line so drawn
north 1° 56' west 127.74 feet to a point on the northern line of said Lot 2;
thence along the said last mentioned line north 88° 00' east 693.59 feet; thence
south 3° 41' 56" east 326.14 feet to a point on said line drawn parallel with
the southern line of said Lot 2 and distant north 1° 56' west 20.00 feet
therefrom; thence along the said last mentioned parallel line so drawn south 88°
00' west 593.51 feet to the actual point of commencement.

PARCEL 2:

A right of way for roadway purposes over and along the following described
parcel of land:

A portion of Lot 2, Obermuller Tract, filed May 8, 1906, Map Book 21, Page
21, Alameda County Records, described as follows:

Beginning at the point of intersection of a line drawn parallel with the
southern line of said Lot 2, distant 20.00 feet northerly therefrom measured at
right angles thereto with the northeastern line of Industrial Boulevard, also
known as County Road No. 8085, as described in instrument from Susumu Matsumoto,
et al., to County of Alameda, dated January 12, 1961, recorded February 27,
1961, Series AS/23921, Reel 272, Image 849, Official Records of Alameda County;
thence along the Northeastern line of Industrial Boulevard south 44° 11' 57"
east 27.00 feet to a point on the said southern line of Lot 2; thence along the
said last mentioned line north 88° 00' east 575.97 feet until intersected by a
line drawn south 3° 41' 56" east from a point on the northern line of said Lot 2
distant thereon north 88° 00' east 1034.59 feet from the point of intersection
thereof with the center line of Clawiter Road, also known as County Road No.
1649 as said road is shown on said Map; thence along the line so drawn north 3°
41' 56" west 20.01 feet to a point on the said first mentioned parallel line so
drawn; thence along the said last mentioned line parallel line south 88° 00'
west 593.51 feet to the point of beginning.

PARCEL 3:

Portion of Lot 3 of the map of the Obermuller Tract, filed May 8, 1906, in
Book 21 of Maps, Page 21, in the office of the County Recorder of Alameda
County, described as follows:

Beginning at the intersection of the Southern line of the land described in
the deed To Roy N. Jensen, et ux, recorded January 13, 1967, on Reel 1901, Image
463, Alameda County Records, with the Eastern line of Industrial Boulevard, as
said line was established by Grant of Right of Way to County of Alameda,
recorded June 8, 1961, on Reel 341, Image 848, Instrument No. AS/69702, Alameda
County Records; running thence along said Eastern line, Southwesterly on the arc
of a curve to the left having a radius of 1454 feet, a distance of 314.80 feet
to the Southern line of said Lot 3; thence along the last named line, North 88°
East 1108.22 feet to the Eastern line thereof; thence along the last named line,
North 2° 30' West 292.69 feet to said Southern line firstly mentioned; and
thence along the last named line, South 88° West 1219.29 feet to the point of
beginning.

Assessor's Parcel No: 441-0065-025 and 441-0065-005-01

Excepting therefrom Parcel Two, Parcel Map 7785, Filed December 26,
2001 in Map Book 262, Pages 48 through 51, Alameda County Records.

---

Exhibit B to Lease Agreement

WORK LETTER AGREEMENT

This Work Letter Agreement ("Work Letter") is entered into concurrently
with the execution of that certain Lease dated as of January 7, 2002 ("Lease")
by and between CELL GENESYS, INC., a Delaware corporation ("Tenant") and
F & S HAYWARD II, LLC, a Delaware limited liability company
("Landlord").  The terms and provisions of this Work Letter are an
integral part of the Lease, and the Lease is deemed incorporated herein as
though fully set forth herein.

In consideration of the mutual covenants contained below, Landlord and Tenant
agree as follows:

1. "Architect's Certificate" shall mean a statement by
Landlord's Architect delivered to Landlord and Tenant confirming (i) the total
gross area of all enclosed floors of the building measured from the outside
finished surface of the outer building walls, without any deductions and (ii)
that the Substantial Completion Date has occurred.
2. "Construction Drawings" shall mean
(i) the plans and specifications for the construction of Landlord's Work
prepared by Landlord's Architect, identified on Schedule III to Work Letter
Agreementand (ii) such changes thereto as are approved by Landlord, Tenant
and, if required, by any governmental or quasi-governmental authority.  Tenant
shall have no right to withhold consent to any changes that may be required by
any governmental or quasi-governmental authority for which there is no
reasonable alternative otherwise reasonably acceptable to Landlord and Tenant,
and as to changes requested by Landlord, Tenant shall not unreasonably withhold
or delay its consent.
3. "Commencement of Construction" shall be deemed to have
occurred when Landlord has (i) obtained such permits as are required by
governmental or quasi-governmental agencies having jurisdiction over the
Premises for Landlord to commence grading and other site work required in
connection with the construction of the Building and (ii) has commenced grading
or site work.
4. "Early Entry Date" shall mean the date when the following
portions of Landlord's Work have been constructed:  (i) the foundation, four
tilt-up walls, structural building supports sufficient to support the second
floor deck of the Building and the second floor deck of the Building, and (ii)
Tenant has delivered to Landlord an Early Entry Election Notice, and (iii)
Landlord has afforded to Tenant access to the Building for the purpose of
installing its Tenant Improvements in accordance with the Tenant Construction
Drawings.
5. "Early Entry Notice" shall mean a written notice from
Landlord to Tenant at least fifteen (15) days in advance of the Early Entry Date
informing Tenant of the date on which Landlord expects the second floor deck of
the Building to be completed.
6. "Early Entry Election Notice" shall mean a written notice,
given by Tenant to Landlord within seven (7) days after Landlord gives Tenant
the Early Entry Notice, stating either that (i) Tenant elects to exercise its
Early Entry Right or (ii) Tenant elects not to exercise its Early Entry Right.
If Tenant fails to give the Early Entry Notice, Tenant shall be deemed to have
elected not to exercise its Early Entry Right.
7. "Early Entry Right" shall mean the right of Tenant to elect
to enter the Building on and after the Early Entry Date and prior to the date
Landlord's Work is Substantially Completed for the purpose of installing its
Tenant Improvements in the Building.
8. "Force Majeure" shall mean (i) an act of God, (including,
without limitation, flood, earthquake, epidemic, or unusually severe weather),
(ii) war, (iii) riot or civil commotion, (iv) labor dispute (including, without
limitation, strike or walkout), (v) accident, (vi) fire or other casualty, (vii)
shortage of or inability to procure labor or materials, (viii) laws or
regulations of general applicability, and (ix) acts of Tenant and/or other
occurrences beyond Landlord's reasonable control (financial inability
excepted).
9. "Initial Project Specifications" shall mean the
specifications attached hereto as Schedule I to Work Letter
Agreement.
10. "Landlord's Architect" shall mean Ware & Malcomb
Architects, Inc.
11. "Landlord's Contractor" shall mean Wentz Group Construction
Services, a licensed general contractor selected by Landlord.
12. "Landlord's Work" shall mean the construction of the
Building and Site Work described in the Initial Project Specifications attached
hereto as Schedule I (excluding any items identified therein to be
Tenant's obligation) in a good and workmanlike manner substantially in
accordance with the Construction Drawings and in accordance with all laws,
ordinances, building codes, statutes, rules, regulations and public and private
restrictions.
13. "Late Delivery Items"
14. "Punchlist" shall mean (A) with respect to Landlord's Work,
other than the Late Delivery Items, a list, to be prepared by a representative
of Landlord and a representative of Tenant, within fifteen (15) days after
Landlord informs Tenant that Landlord believes Landlord's Work, other than the
Late Delivery Items, have been completed in accordance with the Construction
Drawings therefor, that identifies any portion of Landlord's Work that is
incomplete or defective or not in conformance with the Construction Drawings
therefor; and (B) with respect to the Late Delivery Items, a list to be prepared
by a representative of Landlord and a representative of Tenant, within fifteen
(15) days after Landlord informs Tenant that Landlord believes the Late Delivery
Items have been completed and that identifies any portion of the Late Delivery
Items that is incomplete or defective or not in conformance with the
Construction Drawings. The Punchlist may be augmented within thirty (30) days
following completion of the Tenant Improvements, if Tenant discovers incomplete
or defective work not previously listed; provided that the failure to include
any item on the Punchlist or to augment the Punchlist shall not release Landlord
from its obligation to perform and complete the Landlord's Work.
15. "Punchlist Items" shall mean any item set forth on a
Punchlist.
16. "Rent Commencement Date" shall mean the following:
17. On the date which is forty-five (45) days after the Early Entry Date if (i)
Tenant exercises its Early Entry Right in accordance with this Work Letter
following delivery to Tenant of an Early Entry Notice, and (ii) Landlord affords
to Tenant access to the Building for the purpose of installing its Tenant
Improvements.
18. In all other cases, the Substantial Completion Date.
19. "Site Plan" shall mean the depiction of the Adjacent Park,
the Lot and the Building, attached to the Lease as Exhibit A.
20. "Substantial Completion" or "Substantially
Completed" shall mean that Landlord's Work has been completed in
conformance with the Construction Drawings, except for:
21. Punchlist Items and Late Delivery Items that do not affect (i) the ability
of Tenant to commence and prosecute Tenant's Work in an orderly manner in
accordance with this Work Letter Agreement; and
22. Inoperable utility systems (domestic water, fire service water, electricity,
gas, sanitary sewer and storm drain) services, so long as all (i)physical
construction of such systems has been completed, and (ii) the utilities can be
made operable by completion of Tenant's Work (including the installation of
utilities meters) and payment of the customary usage charges therefor.
23. "Substantial Completion Date" shall mean the date
Landlord's Work is Substantially Completed.
24. "Tenant Construction Drawings" shall mean all space plans, working
drawings and specifications for Tenant's Work together with amendments thereto
reasonably required in order for Tenant to construct and complete the Tenant's
Work.  Tenant Construction Drawings shall be approved by both Landlord (as
provided below) and Tenant by causing the Tenant Construction Drawings to be
initialed and dated by a representative of Tenant and a representative of
Landlord.  The initialed and dated Tenant Construction Drawings, as the same may
be modified by change orders in accordance with this Work Letter Agreement, are
hereinafter referred to as the "Approved Tenant Construction
Drawings".
25. "Tenant's Construction Expense" shall mean all costs
incurred by Tenant in connection with the construction of the Tenant
Improvements.
26. "Tenant Improvements" shall mean any work and improvements
constructed by Tenant as shown on the Approved Tenant Construction
Drawings.
27. "Tenant's Work" shall mean any work performed by Tenant in
constructing and installing the Tenant Improvements.

1. Commence and Pursue Diligently
2. Copies of Construction Drawings and
Permits
3. Conformity with Construction Drawings;
Changes
4. Completion of Late
Delivery and Certain Punchlist Items.
5. On or before the Final Completion Date (hereafter defined), Landlord
shall complete all the Late Delivery Items and any Punchlist Items (whether
relating to the Late Delivery Items or other Landlord's Work) with respect to
work shown on the Construction Drawings that, if not completed by said date,
would impede Tenant's ability to obtain a certificate of occupancy or other
similar authorization for legal occupancy of the Premises.  "Final
Completion Date" shall mean the last to occur of (i) ninety (90) days after
Substantial Completion or (ii) the date Tenant anticipates obtaining a
certificate of occupancy or other similar authorization for the legal occupancy
of the Premises and the Tenant's Work, which date shall not be earlier than
thirty (30) days after written notice to Landlord.  Notwithstanding the
foregoing, the Final Completion Date shall be extended by one day for each day
after Substantial Completion that (a) incomplete Tenant's Work or the activities
of Tenant on or about the Premises or the Common Area (as evidenced by the delay
log maintained by Landlord's Contractor) actually impedes the completion of the
Landlord's Work that has not been completed by such dates ("Tenant
Delay") and/or (b) the Landlord's Work is actually delayed because the City
of Hayward, as a condition of granting a temporary certificate of occupancy,
certificate of occupancy or similar authorization for Tenant to occupy the
Premises, requires Landlord to do work not shown on the Construction
Drawings.  If such Late Delivery and Punchlist Items are not completed as
provided in this Section, then, as it sole and exclusive remedy:
6. Tenant may, but is not required, to take over and complete such Late
Delivery or Punchlist Items and, upon written demand, Landlord shall reimburse
Tenant for the reasonable cost of completing such Late Delivery Items and
Punchlist Items, together with interest thereon at the Interest Rate, and if
Landlord fails to reimburse Tenant for the reasonable cost of correcting such
incomplete Late Delivery Items and Punchlist Items within thirty (30) days
following delivery of written demand for payment, Tenant may offset the amount
payable by Landlord against the Rent next payable by Tenant under the
Lease.
7. If the Late Delivery Items and any Punchlist Items that are part of
Landlord's Work as shown on the Construction Drawings have not been completed by
the Final Completion Date, then the Rent payable under this Lease shall be
abated one day for each day beyond the Final Completion Date that such Late
Delivery Items and Punchlist Items remain incomplete for reasons other than
Tenant Delay or, if Tenant takes over the completion of such Later Delivery
Items or Punchlist Items, until the date Tenant, with reasonable diligence,
could reasonably be expected to complete such work.  Notwithstanding the
foregoing provisions of this Section 2, there shall be no abatement of Rent to
the extent the failure to complete the Late Delivery Items and/or the Punchlist
Items results from the failure by the City of Hayward to issue a temporary
certificate of occupancy, certificate of occupancy or other similar
authorization for Tenant to occupy the building following Substantial Completion
because of a requirement by the City of Hayward that work be undertaken and
completed that was not shown on the Construction Drawings.
8. Final Completion of Remaining Punchlist
Items

1. If Tenant has not exercised Tenant's Early Entry Right, then
upon the occurrence of Substantial Completion Date, Landlord shall grant Tenant
full and complete access to the Building in accordance with applicable Law,
subject to Landlord's right to complete the Punchlist Items and the Late
Delivery Items.   If Tenant exercises Tenant's Early Entry Right, then Landlord
shall grant Tenant such access to the Building as is reasonably required for the
prosecution of Tenant's Work by Tenant and its contractors and suppliers in
accordance with this Work Letter, and, upon completion of Landlord's Work
pursuant to Section 2.4 of this Work Letter Agreement, Landlord shall then grant
Tenant full and complete access to the Premises in accordance with applicable
Law and subject to the other terms of this Work Letter.
2. Subject to Tenant's rights pursuant to Section 2 of the Lease, in the event
of a dispute between Landlord and Tenant regarding the occurrence of the
Substantial Completion Date, the Substantial Completion Date shall be determined
by Landlord's Architect, who shall certify in writing to both Landlord and
Tenant that the Landlord's Work has been completed substantially in accordance
with all applicable plans and specifications relating to Landlord's Work,
subject only to Punchlist Items.

1. Early Entry Notice.

1. Certain Definitions
2. "Documented TI Construction Costs" shall mean, at any time, the
total amount of costs reasonably incurred by Tenant for construction of Required
Surrender Improvements in accordance with plans approved by Landlord as
evidenced by reasonable documentary evidence delivered by Tenant to Landlord
prior to the date a draw is made by Landlord under the TI Letter of Credit.
3. "Required Surrender Improvement Completion Date" shall mean (i) if
Tenant exercises its Early Entry Right, the first anniversary of the Early Entry
Date, and (ii) in all other cases, the date Landlord Substantially Completes the
Landlord's Work.
4. "TI Security Amount" shall mean One Million Dollars
($1,000,000.00)  less the amount of any prior drawing on a TI Letter of
Credit or application of TI Cash Collateral by Landlord pursuant to this Section
8.
5. Duty to Construct Minimum
Amount of Required Surrender Improvements.  If Landlord constructs
Landlord's Work in accordance with this Work Letter and if the Work Letter is
not terminated pursuant to Section 4 of this Work Letter, then on or before the
Required Surrender Improvement Completion Date, Tenant shall construct in the
Premises Required Surrender Improvements having a Documented TI Construction
Cost of not less than One Million Dollars ($1,000,000.00).  Subject to the
foregoing, Tenant may construct, but shall have no other obligation to
construct, any Tenant's Work or make any other improvements to the Premises in
accordance with the provisions of the Lease.  Tenant shall keep the Premises and
the property on which the Premises are situated free from any mechanic's liens
arising out of construction of Tenant's Work.
6. Delivery of Security
7. Drawing Conditions for TI
Letter of Credit.  The TI Letter of Credit shall provide that it
may be drawn upon at any time on or before the TI Letter of Credit Termination
Date if Landlord certifies to the issuer any one of the following:
8. Tenant has failed to complete construction of
Required Surrender Improvements having a Documented TI Construction Cost of at
least One Million Dollars ($1,000,000.00) prior to the Required Surrender
Improvement Completion Date as required by Section 8.2 of the Work Letter;
or
9. A mechanic's lien has been filed with respect to the
Tenant's Work and Tenant has not caused such lien to be removed within thirty
(30) days after the filing of such lien; or
10. The TI Letter of Credit Termination Date has not
occurred and the TI Letter of Credit has not been renewed or replaced on or
before the thirtieth (30th) day prior to the date the TI Letter of
Credit is scheduled to expire.
11. Maximum Amount of Draw
12. With respect to a draw under Section 8.4.1 above, the amount of the draw
shall not exceed an amount equal to One Million Dollars ($1,000,000.00)
less the amount of Documented TI Construction Cost as of the
Required Surrender Improvement Completion Date;
13. With respect to a draw under Section 8.4.2 above, the amount of the draw
shall be the amount of the mechanic's lien;
14. With respect to a draw under Section 8.4.3 above, the amount of the draw
shall not exceed an amount equal to One Million Dollars ($1,000,000.00)
less the amount Landlord reasonably believes to be the Documented
TI Construction Cost as of the date of the drawing.
15. Effect of
Drawing.  Payment by the issuing bank under the TI Letter of Credit
shall be deemed to be a cure of any default by Tenant under Section 8.2 in an
amount equal to such payment.  Landlord shall have the right to utilize any sum
drawn on the TI Letter of Credit pursuant to Section 8.4.1 to construct any
portion of the Required Surrender Improvements that Landlord may select.
Landlord shall have the right to utilize any sum drawn on the TI Letter of
Credit pursuant to Section 8.4.2 to pay any such mechanic's lien or
liens.
16. Term of TI Letter of Credit
17. Landlord's Approval
18. Transfer of TI Letter of Credit
19. Substitution of Cash
Collateral for Letter of Credit.If the Landlord receives a Bank's
Written Notice on TI Letter of Credit and despite all reasonable efforts, Tenant
is unable at least (30) days prior to the then-current expiry date of the TI
Letter of Credit to cause the TI Letter of Credit to be renewed, then on or
before said thirtieth (30th) day prior to the then-current expiry
date of the TI Letter of Credit, Tenant shall (i) provide a replacement TI
Letter of Credit or (ii) deliver to Landlord cash ("TI Cash
Collateral") to secure its obligations to the Landlord pursuant to Section
8.2 of this Work Letter in the TI Security Amount specified above for any
portion of the TI Security Amount that Tenant is unable to provide by TI Letter
of Credit.  The TI Cash Collateral shall secure the performance of Tenant's
obligations under Section 8.2 of this Work Letter.  Such TI Cash Collateral
shall be held or applied by the Landlord to any default by Tenant under Section
8.2 of this Work Letter, in the same manner as described in this Section 8 for
amounts drawn under a TI Letter of Credit.  If the aggregate of (a) the amount
of any unused portion of any TI Letter of Credit and (b) any TI Cash Collateral
held by Landlord, exceeds the TI Security Amount, then on demand from Tenant,
Landlord shall return to Tenant TI Cash Collateral in an amount equal to such
excess (less any amounts owing to the Landlord hereunder as a
consequence of any uncured default by the Tenant pursuant to Section 8.2 of this
Work Letter) within ten (10) days following Tenant's written demand therefor.
As used herein the term "TI Lease Collateral" shall mean any and all TI Letters
of Credit and/or TI Cash Collateral delivered to the Landlord by Tenant pursuant
to this Section 8.
20. Commingling of TI Cash Collateral
21. No Tenant Right of Offset; Pledge to Landlord's
Lender
22. Renewal/Non-Renewal of Letter of Credit; Draws on
Letter of Credit
23. At any time the TI Lease Collateral includes a TI Letter of Credit, (i)
if the issuing bank shall give the Bank's Written Notice on TI Letter of Credit
to Landlord that it will not renew or extend the TI Letter of Credit for
a period ending on the earlier of (a) twelve (12) months beyond the then-current
expiry date or (b) the Letter of Credit Termination Date, and (ii) if, by and
including the thirtieth (30th) day prior to the then-current expiry
date of the TI Letter of Credit, Tenant fails to cause the TI Letter of Credit
to be renewed or extended or fails to deposit with Landlord a replacement TI
Letter of Credit or TI Cash Collateral as described above, then upon such
occurrence, in the sole discretion of Landlord, Landlord may draw on the TI
Letter of Credit in its entirety or in part, and the proceeds of the TI Letter
of Credit shall be held as TI Cash Collateral hereunder; provided, however, that
after such drawing, the total of all TI Lease Collateral then held by Landlord
shall not exceed the TI Security Amount.  If Tenant subsequently provides a
replacement TI Letter of Credit that complies with the requirements of Section 8
of this Work Letter, then Landlord shall return any unused portion of funds
drawn on the TI Letter of Credit.  The failure of Tenant to cause such renewal
or extension of the TI Letter of Credit or to provide a replacement TI Letter of
Credit or TI Cash Collateral in lieu thereof shall be a default by Tenant
hereunder with no right of Tenant to cure said default.
24. Upon a draw on the TI Letter of Credit due to Tenant's failure to cause the
renewal or replacement of the TI Letter of Credit, Landlord may deposit such
funds, which shall be TI Cash Collateral, in one or more accounts, and draw upon
such TI Cash Collateral in the manner and amount specified in Section 8 of this
Work Letter, if Tenant defaults in the performance of its obligations under
Section 8.2 of this Work Letter.  To the extent of Tenant's right, if any, to
have all or any portion of the TI Lease Collateral that is then unapplied
returned to Tenant at the time and in the amounts required by this Work Letter,
Tenant hereby grants to Landlord a security interest in Tenant's reversionary
interest in the portion of the TI Lease Collateral that Landlord has not applied
in accordance with this Work Letter, and Landlord shall be entitled to perfect
such security interest in accordance with the California Commercial Code or
other applicable law.

1. Architect and Contractor

1. All change orders requested by Tenant shall be in writing and shall be
signed by the authorized representative designated by Tenant as permitted to
sign change orders.  Landlord or Landlord's agent shall within five (5) business
days after receipt of the change order either approve or reject the said change
order.
2. The net cost increase resulting from any change order requested by Tenant
shall be at the cost and expense of Tenant.

[Remainder of page intentionally left blank.  Signature page
follows.]

IN WITNESS WHEREOF, Landlord and Tenant have executed this Work
Letter as of the date first set forth above.

|Tenant:                                                                                                                                                                                                                                                                                       | Landlord:                                                                                                                                                                         
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|CELL GENESYS, INC.,
a Delaware corporation

By: ___________________________________
Its: ___________________________________
Date: _________________________________

By: __________________________________
Its: ___________________________________
Date: _________________________________ | F & S HAYWARD II, LLC, a Delaware limited liability company
By:	_______________________________
Todd B. Foster, Manager

By:	_______________________________
Kirk C. Syme, Manager

---

SCHEDULE I

TO WORK LETTER AGREEMENT

INITIAL PROJECT SPECIFICATIONS

1. GENERAL DESCRIPTION

- (1) Two-story concrete tilt-up building consisting of 50,000 square
feet.
- Building height of approximately 28' w/16' slab-to-slab on 1st
floor and 12' slab-to-roof.
- Bay spacing of 25' x 25'.

1. BUILDING STRUCTURE

- All foundations to include footings, foundation walls or other building
foundation components required to support the entire building structure.
- Columns shall be steel box.
- All columns, beams, joists, purlins, headers, or other framing members to
support the roof, roofing membrane and stair openings.
- Structural concrete slab on grade with vapor barrier to support 125 lbs. /
sq.ft.
- 2nd floor concrete slab over metal deck supported by structural
open web and columns.
- Exterior walls that enclose the perimeter of the building with steel
reinforcing and structural connections that may be necessary or required.
- All exterior glass and glazing with painted aluminum frames. Glass to be
tinted as appropriate to the aesthetic design of the building.  All exterior
doors, door closer and locking devices necessary for proper functioning.
- Hybrid Vulcraft panel roof system, or equal to support roofing
membrane.
- Built-up roofing (including a base sheet, two ply's and a cap sheet) and all
flashing by Owens-Corning, John Manville, or equal.
- Painting of all concrete walls with Tex-Coat or Kel-Tex textural paint or
equal.  All caulking of exterior concrete joint in preparation for
painting.
- The foundation should be designed to support a minimum live load of 125
pounds per square feet in all areas of top floor and 125 pounds on bottom
floor.

1. BUILDING STRUCTURE (Continued)

- The floor-to-floor height of the building shall allow a minimum of 9'
interior drop ceiling height.
- Roof hatch and ladder.
- One (1) 3,500 lb. capacity elevator by Landlord; interior and lobby by
tenant.
- Two (2) interior stairs consisting of stair assemblies with metal handrails
to be provided f.o.b. at job site.

1. PLUMBING

- Underground sanitary sewer lateral connected to the city sewer main the
street and piped into the building and under the concrete slab on grab for the
length of the building.  Sewer lines to consist of a four-inch (4")
sanitary sewer line.  Sanitary sewer line under the slabs will be in a close
proximity to the building restroom locations.
- Domestic water mains connected to the city water main in the street and
stubbed to the building.  Water main to the building shall be 2.5 inches in
size.
- Roof drain leaders piped and connected to the site storm drainage
systems.

1. ELECTRICAL

- Gas lines connected from the city public utility mains and gas meters
adjacent to, and in close proximity to the building.  Meter supplied by utility
company at Tenant's expense.
- All primary electrical service to the building that is complete including
underground conduit and wire feeders from transformer pads into the building's
main switchgear electrical room.  The electrical characteristics of the
secondary side of transformers shall be 277/480 volt. 3 Phase and the rated
capacity of the transformers shall be 2,000 amp.
- Underground conduit from the street to the building for telephone trunk line
service by Pacific Telephone. Conduit to the building shall not be less than
4".
- An electrically operated landscape irrigation controller that is a complete
and functioning system.
- Underground conduit from the building to the main fire protection system,
shut off valve (PIV) for installation for security alarm wiring.
- All parking lot and landscaping lighting to include fixtures, underground
conduit, wire, distribution panel and controller.  All exterior lightning shall
be a complete and functioning system.

1. FIRE PROTECTION

- An automatic fire sprinkler system per code for office buildings.  All
drops and finishes by Tenant.

1. LOADING

- Two (2) grade level 10' x 10' roll-up doors.

1. SITEWORK

- All work outside the building perimeter walls shall be considered site
work for the building shell and shall include grading, asphalt concrete, paving,
landscaping (hard and soft), landscape and irrigation, storm drainage, utility
service laterals, curbs, gutters, sidewalks, specialty paving (if required),
retaining walls, fencing and gates, trash enclosures, planters, parking lot and
landscape lighting and other exterior lighting per code.
- Paving sections for automobile and truck access shall be according to the
Geological Soils Report.
- All parking lot striping to include handicap signage and spaces.
- Underground site storm drainage system shall be connected to the city storm
system main.

IX.	EXCLUSIONS

The following items are not included in the building shell:

- Roof screen.
- Deck penetrations for mechanical equipment.
- Framing and finishes for interior stairs.
- Electrical panels and distribution.
- Security systems.

---

SCHEDULE II TO WORK LETTER AGREEMENT



ACKNOWLEDGEMENT OF SUBSTANTIAL COMPLETION DATE

AND

LEASE TERM COMMENCEMENT DATE



|Landlord:    | F & S HAYWARD II, LLC, a Delaware limited liability company
|------------ | -----------------------------------------------------------
|Tenant:      | CELL GENESYS, INC., a Delaware corporation                 
|Lease Dated: | January 7, 2002                                            
|Premises:    |                                                            

This Acknowledgement of Substantial Completion Date and Lease Term
Commencement Date ("Acknowledgment") is made as of ____________ by and
between Landlord and Tenant with respect to the above captioned Lease.
Capitalized terms not defined herein shall have the meaning ascribed to such
term in the Lease referenced above.

1. Landlord and Tenant hereby acknowledge that the Substantial Completion Date
the Commencement Date and the Rent Commencement Date all occurred on _______.
Subject to Tenant's rights under paragraph 3 of the Lease, the initial term of
the Lease shall expire on _____________ ("Expiration Date").
2. The earliest date upon which Tenant may give Landlord notice of
exercise of Tenant's first option to extend the Term of the Lease is
___________, and the latest date upon which Tenant may give
Landlord notice of exercise of Tenant's first option to extend the term of this
Lease is ___________.
3. If Tenant has exercised the first option to extend the Term of the Lease,
then the earliest date upon which Tenant may give Landlord notice of
exercise of Tenant's second option to extend the term of this Lease is
___________, and the latest date upon which Tenant may give
Landlord notice of exercise of Tenant's first option to extend the term of this
Lease is ___________.

IN WITNESS WHEREOF, the parties hereto have executed this Acknowledgement
as of the date first set forth hereinabove.

|TENANT:                                                                                                        | LANDLORD:                                                                                                                      
|-------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|CELL GENESYS, INC.
a Delaware corporation

By:	____________________________

Its:	____________________________ | F & S HAYWARD II, LLC
a Delaware limited liability company

By:	____________________________

Its:	____________________________

---

SCHEDULE III TO WORK LETTER AGREEMENT

[Description of Construction Drawings Per Section 1.2 of
the Work Letter Agreement]

First Plan Check Revision Drawing dated 10/19/01 by Ware and Malcomb,
Inc. for 24590 Clawiter Road, Hayward, California, #004-049.00, consisting of 58
sheets.

---

Exhibit C to Lease Agreement

Rules & Regulations

This exhibit, entitled "Rules & Regulations", is and shall constitute
Exhibit C to that certain Lease Agreement dated January 7, 2002 (the
"Lease"), by and between F & S HAYWARD II, LLC, a Delaware limited liability
company ("Landlord") and CELL GENESYS, INC., a Delaware corporation ('Tenant")
") for the leasing of certain premises located at ______ Clawiter Road, Hayward,
California (the "Premises").  The terms, conditions and provisions of this
Exhibit C are hereby incorporated into and are made a part of the Lease.
Any capitalized terms used herein and not otherwise defined herein shall have
the meaning ascribed to such terms as set forth in the Lease:

1. No advertisement, picture or sign of any sort shall be displayed on or
outside the Premises or the Building without the prior written consent of
Landlord. Landlord shall have the right to remove any such unapproved item
without notice and at Tenant's expense.
2. Tenant shall not regularly park motor vehicles in designated parking areas
after the conclusion of normal daily business activity.
3. All window coverings installed by Tenant and visible from the outside of the
Building require the prior written approval of Landlord.
4. Tenant shall not use, keep or permit to be used or kept any foul or noxious
gas or substance or any flammable or combustible materials on or around the
Premises, the Building or the Adjacent Park, except as permitted by law and in
accordance with the requirements of any property insurer that insures the
Insured Premises or the Common Area improvements.
5. Tenant shall park motor vehicles in parking areas designated by Landlord
within the Common Areas on the Lot, except for loading and unloading. During
those periods of loading and unloading, Tenant shall not unreasonably interfere
with traffic flow within the Adjacent Park, the Project and loading and
unloading areas of other Tenants.
6. Tenant shall not disturb, solicit or canvas any occupant of the Building or
Adjacent Park and shall cooperate to prevent same.
7. Business machines and mechanical equipment belonging to Tenant which cause
noise or vibration that may be transmitted to the structure of the Building, to
such a degree as to be harmful to the Building or to the Adjacent Park or other
Tenants of the Adjacent Park, shall be placed and maintained by Tenant, at
Tenant's expense, on vibration eliminators or other devices sufficient to
eliminate noise or vibration.
8. All goods, including material used to store goods, delivered to the Premises
of Tenant shall be immediately moved into the Premises and shall not be left in
parking or receiving areas overnight.
9. Tractor-trailers which must be unhooked or parked with dolly wheels beyond
the concrete loading areas must use steel plates or wood blocks under the dolly
wheels to prevent damage to the asphalt paving surfaces. No parking or storing
of such trailers will be permitted in the auto parking areas of the Project or
the Adjacent Park or on streets adjacent thereto.
10. Forklifts which operate on asphalt paving areas shall not have solid rubber
tires and shall only use tires that do not damage the asphalt.
11. Tenant is responsible for the storage and removal of all trash and refuse.
All such trash and refuse shall be contained in suitable receptacles stored
behind screened enclosures at locations approved by Landlord.
12. Tenant shall not store or permit the storage or placement of goods, or
merchandise or pallets or equipment of any sort outside of the Premises or the
enclosures designated for such purpose nor in or around the Building, the Lot,
the Adjacent Park or any of the Common Areas of the Project or the Adjacent Park
or the enclosures designated for such purpose. No displays or sales of
merchandise shall be allowed on the Lot.
13. Tenant shall not permit any motor vehicles to be washed on any portion of
the Premises or on the Lot, nor shall Tenant permit mechanical work or
maintenance of motor vehicles to be performed on any portion of the Premises or
on the Lot.
14. General Information:
15. Use, Storage and Disposal of Hazardous Materials
16. Will any Hazardous Materials be used, generated, stored or disposed of
in, on or about the Premises?  Existing Tenants should describe any hazardous
Materials which continue to be used, generated, stored or disposed of in, on or
about the Premises.
17. If Yes is marked in Section 2.1, attach a list of any Hazardous Materials to
be used, generated, stored or disposed of in, on or about the Premises,
including the applicable hazard class and an estimate of the quantities of such
Hazardous Materials at any given time; estimated annual throughput; the proposed
location(s) and method of storage (excluding nominal amounts of ordinary
household cleaners and janitorial supplies which are not regulated by any
Environmental Laws); and the proposed location(s) 	and method of disposal for
each Hazardous Material, including, the estimated frequency, and the proposed
contractors or subcontractors. Existing Tenants should attach a list setting
forth the information requested above and such list should include actual data
from on-going operations and the identification of any variations in such
information from the prior year's certificate.





If yes, attach a copy of the most recent report filed.





________ Spray booth(s)	________ Incinerator(s)

________ Dip tank(s).	________ Other (Please describe)

________ Drying oven(s)	________No Equipment Requiring Air Permits

If yes, please describe:
________________________________________________________________________________
____________________________________________________



Yes [   ]	No [   ]

If yes, attach a copy of the Management Plan. Existing Tenants should attach
a copy of any required updates to the Management Plan.

Yes [   ]	No [   ]

If yes, please explain:
________________________________________________________________________________
____________________________________________________



Yes [   ]	No [   ]

If yes, describe the actions, orders or decrees and any continuing compliance
obligations imposed as a result of these actions, orders or decrees and also
describe any requests, notices or demands, and attach a copy of all such
documents. Existing Tenants should describe and attach a copy of any new
actions, orders, decrees, requests, notices or demands not already delivered to
Landlord pursuant to the provisions of Section 29 of the signed Lease
Agreement.

_____________________________________________________________________________
_______________________________________________________

Yes [   ]	No [   ]

If yes, describe any such lawsuits and attach copies of the complaint(s),
cross-complaint(s), pleadings and all other documents related thereto as
requested by Landlord. Existing Tenants should describe and attach a copy of any
new complaint(s), cross-complaint(s), pleadings and other related documents not
already delivered to Landlord pursuant to the provisions of Section 29 of the
signed Lease Agreement.

Yes [   ]	No [   ]

If yes, please describe. Existing Tenants should describe any such problems
or complaints not already disclosed to Landlord under the provisions of the
signed Lease Agreement.

_____________________________________________________________________________
_______________________________________________________________________________<
/P>
Permits and Licenses

The undersigned hereby acknowledges and agrees that (A) this Hazardous
Materials Disclosure Certificate is being delivered in connection with and as
required by, Landlord in connection with the evaluation and finalization of a
Lease Agreement and will be attached thereto as an exhibit; (B) that this
Hazardous Materials Disclosure Certificate is being delivered in accordance
with, and as required by, the provisions of Section 29 of the Lease Agreement;
and (C) that Tenant shall have and retain full and-complete responsibility and
liability with respect to any of the Hazardous Materials disclosed in the HazMat
Certificate notwithstanding Landlord's[Tenant's receipt and/or approval of such
certificate. Tenant further agrees that none of the following described acts or
events shall be construed or otherwise interpreted as either (a) excusing,
diminishing or otherwise limiting Tenant from the requirement to fully and
faithfully perform its obligations under the Lease with respect to Hazardous
Materials, including, without limitation, Tenant's indemnification of the
Landlord Indemnitees and compliance with all Environmental Laws, or (b) imposing
upon Landlord, directly or indirectly, any duty or liability with respect to any
such Hazardous Materials, including, without limitation, any duty on Landlord to
investigate or otherwise verify the accuracy of the representations and
statements made therein or to ensure that Tenant is in compliance with all
Environmental Laws; (i) the delivery of such certificate to Landlord and/or
Landlord's acceptance of such certificate, (ii) Landlord's review and approval
of such certificate, (iii) Landlord's failure to obtain such certificate from
Tenant at any time, or (iv) Landlord's actual or constructive knowledge of the
types and quantities of Hazardous Materials being used, stored, generated,
disposed of or transported on or about the Premises by Tenant or Tenant's
Representatives. Notwithstanding the foregoing or anything to the contrary
contained herein, the undersigned acknowledges and agrees that Landlord and its
partners, lenders and representatives may, and will, rely upon the statements,
representations, warranties, and certifications made herein and the truthfulness
thereof in entering into the Lease Agreement and the continuance thereof
throughout the term, and any renewals thereof, of the Lease Agreement.

I _____________________________(print name), acting with full authority to
bind the (proposed) Tenant and on behalf of the (proposed) Tenant, certify,
represent and warrant that the information contained in this certificate is true
and correct.

CELL GENESYS, INC.,

a Delaware corporation:

By: ___________________________

Title: __________________________

Date: _________________________

---

Exhibit F to Lease Agreement

[Reserved]

---

Exhibit G to Lease Agreement

[Reserved]

---

Exhibit H to Lease Agreement

REQUIRED SURRENDER IMPROVEMENTS

1. Architectural
2. Interior demising walls
3. Paint/wall coverings
4. Floor
5. Floor coverings
6. Doors, door frames
7. Window coverings
8. Closets built into Buildings
9. Ceremonial and fire exit stairs
10. Bathrooms, partitions and fixtures
11. Hardware for the above items 1.A-I
12. Insulation
13. Ceiling
14. Emergency generator pads
15. Transformer and mechanical pads
16. Sleepers/crickets
17. Elevators and related equipment
18. Structural reinforcements necessitated by the installation of any tenant
improvements
19. Items necessary to meet building and other codes related to handicapped
individuals
20. Electrical
21. Transformer
22. Conduit and conductors to electrical closet
23. Switch gear, circuit breakers and stepdown transformers
24. Distribution conduit, conductors, junction boxes, switches, cover plates,
duplexes, fourplexes, whether for normal or emergency power (including all
mechanical requirements)
25. Grounding devices and apparatus
26. Night lights
27. Emergency lights
28. Exit lights
29. Telephone terminal backboard and cabinet
30. All incandescent and florescent light fixtures (whether floor, ceiling, or
wall mounted) and lamps, except those illuminating items which may be plugged
in
31. Telephone conduit, wiring, outlets and cover plates
32. Computer conduit, writing, outlets and cover plates
33. Fire alarm wiring
34. Security system wiring
35. Motor generator
36. Mechanical - HVAC
37. Air conditioning units for office use in the entirety of the Buildings;
provided that Tenant can remove and replace units to comply with the
foregoing.
38. Hot Water Pump
39. Make up air equipment
40. Air compressors for HVAC
41. Airdryers
42. Exhaust fans and stacks
43. Condensing units
44. Fans (external to Buildings)
45. Cooling towers
46. Vanes
47. Controls
48. Starter motors
49. Plenums
50. Diffusers
51. Filters
52. Rigid and flexible ducting
53. Dampers
54. Isolators
55. VAV boxes
56. Piping
57. Hood exhaust duct work
58. Mechanical - Plumbing
59. Sanitary sewer lines, piping and venting
60. Hazardous chemical waste lines, piping and venting
61. HVAC lines, piping and venting
62. Distribution lines, connections and cover plates for process gases and
fluids such as carbon dioxide, nitrogen, oxygen, freon and distilled and
deionized water
63. Vacuum piping
64. Drinking fountains
65. Sprinkler drops and heads

---

Exhibit I



Subordination, Non-Disturbance and Attornment
Agreement

This Subordination, Non-Disturbance and Attornment Agreement (this
"Agreement) is as of the	 day of ______________ 20__, between
____________________________ ("Lender") and _____________________________
("Tenant").

Recitals

A.	Tenant is the tenant under a certain lease (the "Lease", dated
as of ._______________, 20___, with _________________________ ("Landlord"),
of premises described in the Lease (the "Premises") as more particularly
described in Exhibit A hereto.

B.	This Agreement is being entered into in connection with a certain loan
(the "Loan) which Lender has made to Landlord, and secured in part by a Deed of
Trust, assignment of leases and rents and security agreement on the Premises
(the "Deed of Trust") dated as of _________ ,20- and an assignment of
leases and rents dated as of ______________, 20__ (the "Assignment"; the Deed of
Trust, the Assignment and the other documents executed and delivered in
connection with the Loan are hereinafter collectively referred to as the "Loan
Documents").

Agreement

For mutual consideration, including the mutual covenants and agreements
set forth below, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:

1. Tenant agrees that the Lease and all terms and conditions contained therein
and all rights, options, liens and charges created thereby is and shall be
subject and subordinate in all respects to the Loan Documents and to all present
or future advances under the obligations secured thereby and all renewals,
amendments, modifications, consolidations, replacements and extensions of
secured obligations and the Loan Documents, to the full extent of all amounts
secured by the Loan Documents from time to time.
2. Lender agrees that, if
Lender exercises any of its rights under the Loan Documents such that Lender
becomes the owner of the Premises, including but not limited to an entry by
Lender pursuant to the Deed of Trust, a foreclosure of the Deed of Trust, a
power of sale under the Deed of Trust or otherwise: (a) the Lease shall continue
in full force and effect as a direct lease between Lender and Tenant, and
subject to all the terms, covenants and conditions of the Lease, and (b) Lender
shall not disturb Tenant's right of quiet possession of the Premises or
interfere with Tenant's other rights under the terms of the Lease so long as
Tenant is not in default, beyond any applicable grace period, of any term,
covenant or condition of the Lease and subject to the limitations herein set
forth, shall perform the obligations on the Landlord's part to be performed
under the Lease after the date Lender acquires title to the Premises.
3. Tenant agrees that, in the event of an exercise of
the power of sale or foreclosure of the Deed of Trust by Lender or the
acceptance of a deed in lieu of foreclosure by Lender or any other succession of
Lender to ownership of the Premises, subject to the rights of Tenant set fort in
Section 2 above, Tenant will attorn to and recognize Lender as its landlord
under the Lease for the remainder of the term of the Lease (including all
extension periods which have been or are hereafter exercised) upon the same
terms and conditions as are set forth in the Lease, and Tenant hereby agrees to
pay and perform all of the obligations of Tenant pursuant to the Lease.
4. Tenant agrees that, in the event Lender succeeds to the interest of Landlord
under the Lease, subject to the rights of Tenant under Section 2 above, neither
Lender nor Purchaser shall be:
5. liable in any way for any act, omission, neglect or default of any prior
Landlord (including, without limitation, the then defaulting Landlord), or
6. subject to any claim, defense, counterclaim or offsets which Tenant may have
against any prior Landlord (including, without limitation, the then defaulting
Landlord) provided Lender performs its obligations under Section 2 above,
or
7. bound by any payment of rent or additional rent which Tenant might have paid
for more than one month in advance of the due date under the Lease to any prior
Landlord (including, without limitation, the then defaulting Landlord), or
8. bound by any obligation to make any payment to Tenant which was required to
be made by Landlord prior to the time Lender succeeded to any prior Landlord's
interest, or
9. accountable for any monies deposited with any prior Landlord (including
security deposits), except to the extent such monies are actually received by
Lender, or
10. bound by any amendment or modification of the Lease made without the written
consent of Lender.
11. Tenant has no knowledge of any prior assignment or pledge of the rents
accruing under the Lease by Landlord, except as follows:  [insert
"none" or list prior assignments].  Tenant hereby acknowledges the
making of the Assignment from Landlord to Lender in connection with the Loan.
Tenant acknowledges that the interest of the Landlord under the Lease is to be
assigned to Lender solely as security for the purposes specified in said
assignments, and, except as expressly provided to the contrary in this
Agreement, Lender shall have no duty, liability or obligation whatsoever under
the Lease or any extension or renewal thereof, either by virtue of said
assignments or by any subsequent receipt under the Lease or collection of rents
thereunder, unless Lender shall specifically undertake such liability in
writing.
12. Tenant acknowledges and agrees as follows solely for
the benefit of Lender:
13. Tenant acknowledges that in connection with the financing of the Project (as
defined in the Lease), Landlord is executing and delivering to Lender the Deed
of Trust which contains an assignment of leases and rents.  Tenant hereby
expressly consents to such assignment and agrees that, subject to Section 2
hereof, such assignment shall, in all respects, be superior to any interest
Tenant has in the Lease or the Project, subject to the provisions of this
Agreement.  No amendment, alteration or waiver of any provision of the Lease
shall be binding on Lender without the prior written consent of Lender.  Tenant
shall not prepay any rents or other sums due under the Lease for more than one
(1) month in advance of the due date therefor.  Tenant acknowledges that Lender
will rely upon this instrument in connection with such financing.
14. Lender, in making any disbursements to Landlord, is under no obligation or
duty to oversee or direct the application of the proceeds of such disbursements,
and such proceeds may be used by Landlord for purposes other than improvement of
the Property.
15. Tenant hereby agrees to give to lender copies of all notices of Landlord
default(s) under the Lease in the same manner as, and whenever, Tenant shall
give any such notice of default to Landlord, and no such notice of default shall
be binding upon the Lender unless and until a copy of such notice shall have
been so given to Lender.
16. From and after the date hereof, in the event of any act or omission by
Landlord which would give Tenant the right, either immediately or after the
lapse of time, to terminate the Lease on account of Landlord's default or to
claim a partial or total eviction, Tenant shall not exercise any such right to
terminate the Lease(i) until it has given written notice of such act or omission
to Lender, and (ii) until the same period of time as is given to Landlord under
the Lease to cure such act or omission shall have elapsed following such giving
of notice to Lender, which additional time shall not exceed ninety (90) days
following the time when Lender shall have become entitled under the Deed of
Trust to remedy the same.  In no event will Tenant exercise any such right less
than 30 days after the giving of such notice or prior to the passage of such
longer period of time as may be reasonably necessary to cure or remedy such
default, act or omission including such period of time necessary to obtain
possession of the Property by a receiver and thereafter cure such default, act
or omission, during which period of time Lender shall be permitted to cure or
remedy such default, act or omission, provided the Lender undertakes to obtain
possession of the Property and thereby to cure the default during the initial
thirty (30) day period following delivery of the written notice of default.
Notwithstanding the foregoing, Lender shall have no duty or obligation to cure
or remedy any breach or default.  It is specifically agreed that Lender will not
be liable to Tenant for cure of any such default which is personal to Landlord
and therefore not susceptible to cure by Lender.   Tenant shall accept
performance by Lender of any term, covenant, condition, agreement to be
performed by Landlord under the Lease with the same force and effect as though
performed by Landlord.
17. In the event of the termination of the Leaseby reason of any default
thereunder by Landlord, upon Lender's written request, given within thirty (30)
days after any such termination, Tenant within fifteen (15) days after receipt
of such request, shall execute and deliver to Lender or its designee or nominee
a new lease of the Premises for the remainder of the term of the Lease upon all
the terms, covenants and conditions of the Lease.  Neither Lender nor its
designee or nominee shall become liable under the Lease unless and until Lender
or its designee or nominee becomes, and then only with respect to periods in
which Lender or its designee or nominee remains, the owner of the Premises.
18. In the event that Lender notifies Tenant of a default under the Loan
Documents and demands that Tenant pay its rent and all other sums due under the
Lease directly to Lender, Tenant shall honor such demand and pay the full amount
of its rent and all other sums actually due and payable under the Lease directly
to Lender, without offset, or to such other person or address as is otherwise
required pursuant to such notice beginning with the payment next due after such
notice of default, without inquiry as to whether a default actually exists under
the Deed of Trust, Security Documents or otherwise in connection with the Note,
and notwithstanding any contrary instructions of or demands from Landlord.
19. Tenant shall send a copy of any notice or statement under the Lease to
Lender at the same time such notice or statement is sent to Landlord if such
notice or statement has a material impact on the economic terms, operating
covenants or duration of the Lease.
20. Except as otherwise expressly provided in Section 37 of the Lease, Tenant
has no right or option of any nature whatsoever, whether pursuant to the Lease
or otherwise, to purchase the Premises or the Project, or any portion thereof or
any interest therein. To the extent that Tenant has had, or hereafter acquires,
any other right or option, the same is hereby acknowledged to be subject and
subordinate to the Deed of Trust and is hereby waived and released as against
Lender.
21. This Agreement satisfies any condition or requirement in the Lease relating
to the granting of a nondisturbance agreement and Tenant waives any requirement
to the contrary in the Lease.
22. Lender shall have no obligation nor shall they incur any liability with
respect to the erection or completion of the improvements in which the Premises
are located or for completion of the Premises or any improvements for Tenant's
use and occupancy, either at the commencement of the term of the Lease, upon any
renewal or extension thereof, or upon the addition of additional space pursuant
to any expansion rights contained in the Lease.  Lender shall have no obligation
and shall incur no liability with respect to any warranties of any nature
whatsoever, whether pursuant to the Lease or otherwise, including any warranties
respecting use, compliance with zoning regulations, Landlord's title, Landlord's
authority, habitability, fitness for purpose or use.
23. Subject to Section 2, Lender shall have no obligation nor shall they incur
any liability with respect to any warranties made by Landlord of any nature
whatsoever, whether pursuant to the Lease or otherwise, including any warranties
respecting use, compliance with zoning, Landlord's title, Landlord's authority,
habitability, fitness for purpose or possession.
24. In the event that Lender shall acquire title to the Premises or the Project,
Lender shall have no obligation, nor shall it incur any liability, beyond
Lender's then-equity interest, if any, in the Project, and Tenant shall look
exclusively to such equity interest of Lender, if any, for the payment and
discharge of any obligations imposed upon Lender hereunder or under the Lease or
for recovery of any judgment from Lender, and in no event shall Lender, or any
of its respective officers, directors, shareholders, agents, representatives,
servants, employees or partners ever be personally liable for such
judgment.
25. Landlord, as "Landlord" under the Lease and trustor under the Deed
of Trust, acknowledges and agrees for itself and its heirs, representatives,
successors and assigns, that: (a) this Agreement does not constitute a waiver by
Lender of any of its rights under the Loan Documents, nor does this Agreement in
any way release Landlord from its obligations to comply with the terms,
provisions, conditions, covenants, agreements and clauses of the Loan Documents;
(b) the provisions of the Loan Documents remain in full force and effect and
must be complied with by Landlord; (c) Tenant is hereby authorized to pay its
rent and all other sums due under the Lease directly to Lender upon receipt of a
notice as set forth in Section 6 (d) above from Lender and that Tenant is not
obligated to inquire as to whether a default actually exists under the Deed of
Trust or the Security Documents or otherwise; (d) upon any such payment by
Tenant, the sums so paid by Tenant shall in all events be credited against the
sums payable by Tenant under the Lease; and (e) this Agreement does not
constitute a waiver by Tenant of any of its rights under the Lease as against
Landlord, nor does this Agreement in any way release Landlord from its
obligations to comply with the terms, provisions, conditions, covenants,
agreements and clauses of the Lease for the benefit of Tenant.  Landlord hereby
releases and discharges Tenant of and from any liability to Landlord resulting
from Tenant's payment to Lender in accordance with this Agreement.  Landlord
represents and warrants to Lender that a true and complete copy of the Lease has
been delivered by Landlord to Lender.
26. If Tenant is a corporation, each individual executing this Agreement on
behalf of said corporation represents and warrants that s/he is duly authorized
to execute and deliver this Agreement on behalf of said corporation, in
accordance with a duly adopted resolution of the Board of Directors of said
corporation or in accordance with the by-laws of said corporation, and that this
Agreement is binding upon said corporation in accordance with its terms. If
Landlord is a partnership, each individual executing this Agreement on behalf of
said partnership represents and warrants the she is duly authorized to execute
and deliver this Agreement on behalf of said partnership in accordance with the
partnership agreement for said partnership.
27. Any notice, election, communication, request or other document or demand
required or permitted under this Agreement shall be in writing and shall be
deemed delivered on the earlier to occur of (a) receipt or (b) the date of
delivery, refusal or nondelivery if deposited in a United States Postal Service
Depository, postage prepaid, for next business day delivery, or if sent via
recognized next business day commercial courier service providing for a receipt,
addressed to Tenant or Lender, as the case may be at the following
addresses:
28. The term "Lender" as used herein includes any successor or assign of the
named Lender herein, including without limitation, any co-lender at the time of
making the Loan, any purchaser at a foreclosure sale and any transferee pursuant
to a deed in lieu of foreclosure, and their successors and assigns, and the term
"Tenant" as used herein includes any successor and assign of the named Tenant
herein.
29. If any provision of this Agreement is held to be invalid or unenforceable by
a court of competent jurisdiction, such provision shall be deemed modified to
the extent necessary to be enforceable, or if such modification is not
practicable such provision shall be deemed deleted from this Agreement, and the
other provisions of this Agreement shall remain in full force and effect.
30. Neither this Agreement nor any of the terms hereof may be terminated,
amended, supplemented, waived or modified orally, but only by an instrument in
writing executed by the party against which enforcement of the termination,
amendment, supplement, waiver or modification is sought.
31. This Agreement shall be construed in accordance with the laws of the State
of Witness the execution hereof as of the date first above written.

|Lender:                                                                                               | Tenant:                                                                                              
|----------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------
|By: _____________________________
Name: __________________________
Title: ___________________________ | By: _____________________________
Name: __________________________
Title: ___________________________

The undersigned Landlord hereby consents to the foregoing Agreement and
confirms the facts stated in the foregoing Agreement.

Landlord:

By ____________________________

Name: _________________________

Title: __________________________

---

TABLE OF CONTENTS

Exhibit A to

Subordination, Non-Disturbance and Attornment Agreement

[Legal Description of the Real Property]

|1.     | Premises; PROJECT; ADJACENT PARK.                                   | 1 
|------ | ------------------------------------------------------------------- | --
|1.1    | Premises                                                            | 1 
|1.2    | Appurtenances                                                       | 1 
|1.3    | Common Areas                                                        | 1 
|2.     | Lease Term                                                          | 1 
|3.     | Option to Extend Lease Term                                         | 2 
|3.1    | Grant of Option                                                     | 2 
|3.2    | Termination of Option                                               | 2 
|3.3    | Base Rent During Extended Term                                      | 2 
|3.4    | Premises As-Is During Extended Term                                 | 4 
|3.5    | Options Personal                                                    | 4 
|3.6    | Time Of Essence                                                     | 4 
|4.     | Occupancy; ACKNOWLEDGEMENT of Commencement Date                     | 4 
|4.1    | No Early Occupancy                                                  | 4 
|4.2    | Lease Term Commencement Date                                        | 4 
|5.     | Rent                                                                | 4 
|5.1    | Delivery of Lease; Advance Rent                                     | 4 
|5.2    | Payment of Base Rent                                                | 5 
|5.3    | Payment of Additional Rent                                          | 5 
|5.4    | Adjustment of Base Rent                                             | 5 
|6.     | COLLATERAL SECURING LEASE OBLIGATIONS.                              | 5 
|6.1    | Delivery Letter of Credit                                           | 5 
|6.2    | Letter of Credit Criteria                                           | 6 
|6.3    | Substitution of Cash Collateral for Letter of Credit                | 7 
|6.4    | Commingling of Cash Collateral                                      | 7 
|6.5    | No Tenant Right of Offset; Pledge to Landlord's Lender              | 7 
|6.6    | Renewal/Non-Renewal of Letter of Credit; Draws on Letter of Credit  | 7 
|6.7    | Replenishment of Lease Collateral                                   | 8 
|6.8    | Transfer of Landlord's Interest in Lease                            | 8 
|6.9    | Use of Lease Collateral by Landlord                                 | 8 
|6.10   | Return of Lease Collateral                                          | 9 
|6.11   | No Trust Relationship Created                                       | 9 
|6.12   | Survival                                                            | 9 
|7.     | CONDITION OF PREMISES; TENANT IMPROVEMENTS                          | 9 
|8.     | Additional Rent                                                     | 9 
|8.1    | Triple Net Rent                                                     | 10
|8.2    | Operating Expenses                                                  | 10
|8.2.1  | Definition of Operating Expenses                                    | 10
|8.2.2  | Capital Expenditures                                                | 11
|8.2.3  | Operating Expense Exclusions                                        | 11
|8.3    | Tax Expenses                                                        | 12
|8.4    | Payment of Expenses                                                 | 13
|8.5    | Annual Reconciliation                                               | 13
|8.6    | Audit                                                               | 13
|9.     | Utilities and Services                                              | 14
|9.1    | Utilities                                                           | 14
|9.2    | Miscellaneous                                                       | 14
|10.    | Late Charges                                                        | 14
|11.    | Use of Premises                                                     | 15
|11.1   | Permitted Use                                                       | 15
|11.1.1 | Compliance with Laws, Recorded Matters and Rules and Regulations    | 15
|11.2   | Prohibition on Use                                                  | 17
|12.    | Alterations; and Surrender of Premises                              | 17
|12.1   | Alterations                                                         | 17
|12.2   | Surrender of Premises                                               | 18
|12.3   | Ownership by Tenant                                                 | 20
|12.4   | Survival                                                            | 20
|13.    | Repairs and Maintenance                                             | 20
|13.1   | Tenant's Repairs and Maintenance Obligations                        | 20
|13.2   | Maintenance by Landlord                                             | 21
|13.3   | Tenant's Failure to Perform Repairs and Maintenance Obligations     | 21
|14.    | Insurance                                                           | 22
|14.1   | Tenant Insurance                                                    | 22
|14.2   | Insurance Policies                                                  | 23
|14.3   | Additional Insureds and Coverage                                    | 24
|14.4   | Failure of Tenant to Purchase and Maintain Insurance                | 24
|14.5   | Waiver of Subrogation                                               | 24
|14.6   | Landlord's Insurance                                                | 24
|15.    | Limitation of Liability and Indemnity                               | 25
|15.1   | Tenant Indemnification                                              | 25
|15.2   | Waiver of Landlord Liability                                        | 25
|16.    | Assignment and Subleasing                                           | 25
|16.1   | Prohibition                                                         | 25
|16.2   | Request for Consent                                                 | 26
|16.3   | Criteria for Consent                                                | 26
|16.4   | Effectiveness of Transfer and Continuing Obligations                | 27
|16.5   | Transfer Premium                                                    | 28
|16.6   | Waiver                                                              | 28
|16.7   | Affiliated Companies/ Restructuring of Business Organization        | 28
|17.    | Subordination                                                       | 29
|17.1   | Lease Subordinate                                                   | 29
|17.2   | Lease Superior at Lender's Request                                  | 29
|17.3   | Attornment; Non-Disturbance                                         | 29
|17.4   | Rights and Obligations of Successor                                 | 30
|17.5   | Execution of Subordination Agreement                                | 30
|18.    | Right of Entry                                                      | 30
|19.    | Estoppel Certificate                                                | 31
|20.    | Tenant's Default                                                    | 31
|21.    | Remedies for Tenant's Default                                       | 32
|21.1   | Landlord's Rights                                                   | 32
|21.2   | Damages Recoverable                                                 | 33
|21.3   | Right of Redemption                                                 | 33
|21.4   | Rights and Remedies Cumulative                                      | 34
|22.    | Holding Over                                                        | 34
|23.    | Landlord's Default                                                  | 34
|24.    | Parking                                                             | 35
|25.    | Transfer of Landlord's Interest                                     | 35
|26.    | Waiver                                                              | 35
|27.    | Casualty Damage                                                     | 36
|27.1   | Estimate of Time to Restore                                         | 36
|27.2   | Definitions and Termination Rights                                  | 36
|27.3   | Insured Loss                                                        | 37
|27.4   | Uninsured Loss                                                      | 38
|27.5   | Exercise of Termination Rights                                      | 39
|27.6   | Rent Abatement                                                      | 40
|27.7   | Lender Requirements                                                 | 40
|27.8   | Waiver                                                              | 41
|27.9   | Survival                                                            | 41
|27.10  | Restoration of Common Area Improvements                             | 41
|27.11  | Calendar of Restoration Events                                      | 41
|28.    | Condemnation                                                        | 42
|28.1   | Definitions                                                         | 42
|28.2   | Partial Taking                                                      | 42
|28.3   | Total Taking                                                        | 42
|28.4   | Substantial Taking                                                  | 43
|28.5   | Temporary Taking                                                    | 43
|28.6   | Award                                                               | 43
|29.    | Environmental Matters/ Hazardous Materials                          | 43
|29.1   | Hazardous Materials Disclosure Certificate                          | 43
|29.2.1 | Hazardous Materials                                                 | 44
|29.2.2 | Environmental Laws                                                  | 44
|29.2.3 | Tenant's Hazardous Materials                                        | 44
|29.2.4 | Midnight Dumper                                                     | 44
|29.3   | Prohibition; Environmental Laws                                     | 44
|29.4   | Tenant's Environmental Obligations                                  | 45
|29.5   | Environmental Indemnity                                             | 46
|29.6   | Survival                                                            | 46
|29.7   | Landlord's Obligations                                              | 46
|30.    | Financial Statements                                                | 47
|31.    | General Provisions                                                  | 47
|31.1   | Time                                                                | 47
|31.2   | Successors and Assigns                                              | 47
|31.3   | Recordation                                                         | 47
|31.4   | Landlord Exculpation                                                | 47
|31.5   | Severability and Governing Law                                      | 48
|31.6   | Attorneys' Fees                                                     | 48
|31.7   | Entire Agreement                                                    | 48
|31.8   | Warranty of Authority                                               | 48
|31.9   | Notices                                                             | 49
|31.10  | Joint and Several; Covenants and Conditions                         | 49
|31.11  | Confidentiality                                                     | 49
|31.12  | Submission of Lease                                                 | 49
|32.    | Signs                                                               | 49
|33.    | Mortgagee Protection                                                | 50
|34.    | Warranties of Tenant                                                | 50
|35.    | Brokerage Commission                                                | 50
|36.    | Quiet Enjoyment                                                     | 51
|37.    | Right of First Offer                                                | 51
|1.     | Definitions                                                         | 1 
|2.     | Landlord's Construction Obligation                                  | 4 
|2.1    | Commence and Pursue Diligently                                      | 4 
|2.2    | Copies of Construction Drawings and Permits                         | 4 
|2.3    | Conformity with Construction Drawings; Changes                      | 4 
|2.4    | Completion of Late Delivery and Certain Punchlist Items             | 4 
|2.5    | Final Completion of Remaining Punchlist Items                       | 5 
|3.     | Reports to Tenant                                                   | 6 
|4.     | DELAY IN COMMENCEMENT/COMPLETION                                    | 6 
|5.     | Acknowledgment of Substantial Completion                            | 6 
|6.     | Contractor's Warranty                                               | 6 
|7.     | Entry for Tenant's Improvements                                     | 6 
|7.1    | Early Entry Notice.                                                 | 7 
|8.     | Security for Tenant Improvements                                    | 7 
|8.1    | Certain Definitions                                                 | 7 
|8.2    | Duty to Construct Minimum Amount of Required Surrender Improvements | 7 
|8.3    | Delivery of Security                                                | 7 
|8.4    | Drawing Conditions for TI Letter of Credit                          | 8 
|8.5    | Maximum Amount of Draw                                              | 8 
|8.6    | Effect of Drawing                                                   | 8 
|8.7    | Term of TI Letter of Credit                                         | 8 
|8.8    | Landlord's Approval                                                 | 9 
|8.9    | Transfer of TI Letter of Credit                                     | 9 
|8.10   | Substitution of Cash Collateral for Letter of Credit                | 9 
|8.11   | Commingling of TI Cash Collateral                                   | 9 
|8.12   | No Tenant Right of Offset; Pledge to Landlord's Lender              | 9 
|8.13   | Renewal/Non-Renewal of Letter of Credit; Draws on Letter of Credit  | 9 
|8.14   | Transfer of Landlord's Interest in Lease                            | 10
|8.15   | Grant of Security Interest                                          | 10
|8.16   | Return of Lease Collateral                                          | 11
|8.17   | No Trust Relationship Created                                       | 11
|8.18   | Survival                                                            | 11
|9.     | Work to be Performed by Tenant                                      | 11
|10.    | Tenant Construction Drawings                                        | 11
|10.2   | Construction Drawings                                               | 11
|10.3   | Commencement of Tenant Improvement Construction                     | 11
|10.4   | Change Orders                                                       | 12
|11.    | Consents/Approvals/Cooperation.                                     | 12
|12.    | Time is of the Essence                                              | 12



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