##### 



Lease Agreement
Basic Lease Information
 Lease Date:
    
    June 29, 2000Landlord:
    
    LINCOLN-RECP INDUSTRIAL OPCO, LLC,
a Delaware limited liability companyLandlords Address:
    
    c/o Legacy Partners Commercial, Inc.
101 Lincoln Centre Drive, Fourth Floor
Foster City, California 94404-1167Tenant:
    
    CELL GENESYS, INC.,
a Delaware corporationTenants Address:
    
    24570 Clawiter Road
Hayward, California 94545Premises:
    
    Approximately 41,472 rentable square feet as shown on Exhibit APremises Address:
    
    24570 Clawiter Road
Hayward, California 94545
 Building A:
    
    Approximately 93,878 rentable square feetLot:
    
    APN 441-65-5-1Park: Bridgeview Tech Park:
    
    Approximately 202,638 rentable square feet
 Term:
    
    November 1, 2000 (Commencement Date), through
October 31, 2010 (Expiration Date)Base Rent (¶3):
    
    Thirty Five Thousand Two Hundred Fifty-One and 00/100 Dollars ($35,251.00) per month
 Adjustments to Base Rent:
    
    November 1, 2001
    
    $
    36,661.00November 1, 2002
    
    $
    38,128.00November 1, 2003
    
    $
    39,653.00November 1, 2004
    
    $
    41,239.00November 1, 2005
    
    $
    42,889.00November 1, 2006
    
    $
    44,605.00November 1, 2007
    
    $
    46,389.00November 1, 2008
    
    $
    48,244.00November 1, 2009
    
    $
    50,174.00
 Advance Rent (¶3):
    
    Forty One Thousand Nine Hundred Twenty-Eight and 00/100 Dollars ($41,928.00)Security Deposit (¶4):
    
    Fifty Thousand One Hundred Seventy-Four and 00/100 Dollars ($50,174.00)
 *Tenants Share of Operating Expenses (¶6.1):
    
    44.18% of the Building; 20.47% of the Park*Tenants Share of Tax Expenses (¶6.2):
    
    44.18% of the Building*Tenants Share of Common Area Utility Costs (¶7.2):
    
    44.18% of the Building; 20.47% of the Park*Tenants Share of Utility Expenses (¶7.1):
    
    44.18% of the Building; 20.47% of the Park
  Permitted Uses (¶9):
    
    Biotech wet lab research and ancillary office use, but only to the extent permitted by the City of
Hayward and all agencies and governmental authorities having jurisdiction thereofParking Spaces:
    
    One hundred fifty-five (155) non-exclusive and non-designated spacesBroker (¶33):
    
    BT Commercial for Tenant
BT Commercial for Landlord
 Exhibits:
    
    Exhibit A-
    
    Premises, Building, Lot and/or ParkExhibit B-
    
    Tenant ImprovementsExhibit C-
    
    Rules and RegulationsExhibit D-
    
    Covenants, Conditions and RestrictionsExhibit E-
    
    Tenants Initial Hazardous Materials Disclosure CertificateExhibit F-
    
    Change of Commencement Date- Example
 1




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Exhibit G-
    
    Sign CriteriaExhibit H-
    
    Intentionally OmittedExhibit I-
    
    Subordination, Non-Disturbance and Attornment AgreementAddenda:
    
    Addendum 1-
    
    Option to Extend the LeaseAddendum 2-
    
    Right of First Offer
 2




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##### 



Table of Contents
 Section
    
    
    Page1.
    
    Premises
    
    
    42.
    
    Occupancy; Adjustment of Commencement Date
    
    
    43.
    
    Rent
    
    
    44.
    
    Security Deposit
    
    
    45.
    
    Condition of Premises; Tenant Improvements
    
    
    56.
    
    Additional Rent
    
    
    57.
    
    Utilities and Services
    
    
    78.
    
    Late Charges
    
    
    79.
    
    Use of Premises
    
    
    810.
    
    Alterations; and Surrender of Premises
    
    
    911.
    
    Repairs and Maintenance
    
    
    912.
    
    Insurance
    
    
    1013.
    
    Limitation of Liability and Indemnity
    
    
    1114.
    
    Assignment and Subleasing
    
    
    1215.
    
    Subordination
    
    
    1416.
    
    Right of Entry
    
    
    1417.
    
    Estoppel Certificate
    
    
    1518.
    
    Tenants Default
    
    
    1519.
    
    Remedies for Tenants Default
    
    
    1520.
    
    Holding Over
    
    
    1621.
    
    Landlords Default
    
    
    1622.
    
    Parking
    
    
    1723.
    
    Transfer of Landlords Interest
    
    
    1724.
    
    Waiver
    
    
    1725.
    
    Casualty Damage
    
    
    1726.
    
    Condemnation
    
    
    1927.
    
    Environmental Matters/Hazardous Materials
    
    
    1928.
    
    Financial Statements
    
    
    2129.
    
    General Provisions
    
    
    2130.
    
    Signs
    
    
    2231.
    
    Mortgagee Protection
    
    
    2232.
    
    Warranties of Tenant
    
    
    2333.
    
    Brokerage Commission
    
    
    2334.
    
    Quiet Enjoyment
    
    
    23
 3




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Lease Agreement
  1. Premises
  2. Occupancy; Adjustment of Commencement Date
 2.1 Exhibit F
 2.2
 3. Rent
 Exhibit B
 4. Security Deposit
  4




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5. Condition of Premises; Tenant Improvements
 Exhibit B Exhibit B Exhibit B
 6. Additional Rent
  6.1 Operating Expenses:
 6.1.1 Definition of Operating Expenses:
 6.1.2 Operating Expense Exclusions:
 5




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6.2 Tax Expenses:
 6.3 Payment of Expenses:
 6.4 Annual Reconciliation:
 6




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6.5 Audit:
 7. Utilities and Services
  7.1 Utility Expenses:
 7.2 Common Area Utility Costs: th st
 7.3 Miscellaneous:
 8. Late Charges
  7




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9. Use of Premises
 9.1 Compliance with Laws, Recorded Matters, and Rules and Regulations: Exhibit C
 9.2 Prohibition on Use:
 8




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10. Alterations; and Surrender of Premises
 10.1 Alterations:
 10.2 Surrender of Premises:
 11. Repairs and Maintenance
 11.1 Tenants Repairs and Maintenance Obligations:
 9




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11.2 Maintenance by Landlord:
 11.3 Landlords Repairs and Maintenance Obligations:
 11.4 Tenants Failure to Perform Repairs and Maintenance Obligations:
 12. Insurance
 12.1 Types of Insurance:
 10




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12.2 Insurance Policies:
 12.3 Additional Insureds and Coverage:
 12.4 Failure of Tenant to Purchase and Maintain Insurance:
 12.5 Waiver of Subrogation:
 13. Limitation of Liability and Indemnity
  11




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14. Assignment and Subleasing
 14.1 Prohibition:
 14.2 Request for Consent:
 14.3 Criteria for Consent:
 12




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14.4 Effectiveness of Transfer and Continuing Obligations: Exhibit E plus
 14.5 Recapture:
 14.6 Transfer Premium:
 14.7 Waiver:
 14.8 Affiliated Companies/Restructuring of Business Organization:
 13




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14.8.1
 14.8.2
 14.8.3
 14.8.4
 14.8.5
 15. Subordination
  16. Right of Entry
  14




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17. Estoppel Certificate
  18. Tenants Default
  18.1
 18.2
 18.3
 18.4
 19. Remedies for Tenants Default
 19.1 Landlords Rights:
 15




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19.2 Damages Recoverable: Exhibit B
 19.3 Rights and Remedies Cumulative:
 20. Holding Over
  21. Landlords Default
  16




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22. Parking
  23. Transfer of Landlords Interest
  24. Waiver
  25. Casualty Damage
 25.1 Casualty:
 25.1.1 Minor Insured Damage:
 25.1.2 Insured Damage Requiring More Than 90 Days To Repair:
 17




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25.1.3 Major Insured Damage:
 25.1.4 Damage Near End of Term:
 25.2 Deductible and Uninsured Casualty:
 25.3 Tenants Fault and Lenders Rights:
 25.4 Tenants Waiver:
 18




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26. Condemnation
  27. Environmental Matters/Hazardous Materials
 27.1 Hazardous Materials Disclosure Certificate: Exhibit E Exhibit E
 27.2 Definition of Hazardous Materials:
 27.3 Prohibition; Environmental Laws:
 19




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27.4 Tenants Environmental Obligations:
 27.5 Environmental Indemnity:
 27.6 Survival:
 20




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28. Financial Statements
  29. General Provisions
 29.1 Time:
 29.2 Successors and Assigns:
 29.3 Recordation:
 29.4 Landlord Exculpation:
 29.5 Severability and Governing Law:
 29.6 Attorneys Fees:
 29.7 Entire Agreement:
 29.8 Warranty of Authority:
 21




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##### 



29.9 Notices:
 29.10 Joint and Several; Covenants and Conditions:
 29.11 Confidentiality:
 29.12 Landlord Renovations:
 29.13 Submission of Lease:
 30. Signs
 Exhibit G
 31. Mortgagee Protection
  22




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32. Warranties of Tenant
  33. Brokerage Commission
  34. Quiet Enjoyment
  IN WITNESS WHEREOF
 Tenant:CELL GENESYS, INC.,
a Delaware corporationBy:
    
    /s/ Matthew J. PfefferIts:
    
    VP, CFO and Assistant SecretaryDate:
    
    July 13, 2000By:Its:Date:
 Landlord:
 23




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##### 



LINCOLN-RECP INDUSTRIAL OPCO, LLC,
a Delaware limited liability companyBy:
    
    LEGACY PARTNERS COMMERCIAL, INC.,
as manager and agent for Lincoln-RECP Industrial OPCO, LLCBy:
    
    /s/ Mack LaneySenior Vice PresidentDate:
    
    July 24, 2000
 CORPORATION and unless
 24




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Addendum 1
Option to Extend the Lease
 Exhibit A
 1. Grant of Extension Option .
 2. Tenants Option Notice .
 3. Establishing the Initial Monthly Base Rent for the Extended Term .
   4. Condition of Premises and Brokerage Commissions for the Extended Term .
 5. Limitations On, and Conditions To, Extension Option .
 6. Time is of the Essence.
 1




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##### 



Addendum 2
Right of First Offer
  Exhibit A
        1




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##### 



Exhibit A
Legal Description of the Real Property
 1




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##### 



Exhibit A
Premises
 Exhibit A
   1




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##### 



Exhibit B to Lease Agreement
Tenant Improvements
 EXHIBIT B EXHIBIT B
 1. Tenant Improvements . EXHIBIT B
 2. Definition . not
 3. Tenants Initial Plans; the Work . Schedule 1
 4. Final Drawings and Approved Final Drawings .
 1




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Exhibit
B-1 Exhibit B-1
 5. Performance of Work . EXHIBIT B-1 EXHIBIT B
 6. Substantial Completion . EXHIBIT B
 7. Tenant Delays .
 2




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##### 



8. Tenant Improvement Allowance .
 9. Tenant Improvement Costs .
       10. Excess Tenant Improvement Costs .
 3




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##### 



11. Change Requests .
 12. Termination .
 13. Tenant Access .
    4




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##### 



14. Lease Provisions; Conflict . EXHIBIT B EXHIBIT B EXHIBIT B
 5




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##### 



Exhibit C to Lease Agreement
Rules & Regulations
 Exhibit C Exhibit C
 1.
 2.
 3.
 4.
 5.
 6.
 7.
 8.
 9.
 10.
 11.
 12.
 13.
 14.
 15.
 16.
 17.
 1




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18.
 2




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##### 



Exhibit E
Hazardous Materials Disclosure Certificate
  Landlord:
 
 Cell Genesys
 342 Lakeside Drive, Foster City, CA 94404
 
 Rick Campbell Dir. Facility Operations
650-425-4409
 Rick Campbell 650-425-4409
 
 24570 Clawiter Rd, Hayward, CA 94545
 10 years
 1.
    
    General Information:Describe the initial proposed operations to take place in, on, or about the Premises,
including, without limitation, principal products processed, manufactured or assembled
services and activities to be provided or otherwise conducted. Existing Tenants should
describe any proposed changes to on-going operations.See Attached2.
    
    Use, Storage and Disposal of Hazardous Materials
 2.1
    
    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.
 Wastes
    
    Yes
    
    þ
    
    No
    
    oChemical Products
    
    Yes
    
    þ
    
    No
    
    oOther
    
    Yes
    
    o
    
    No
    
    þ
 If Yes is marked, please explain: See attached
 
 
 2.2
    
    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
 1




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##### 



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.
 3.
    
    Storage Tanks and Sumps
 3.1
    
    Is any above or below ground storage of gasoline, diesel, petroleum, or other
Hazardous Materials in tanks or sumps proposed in, on or about the Premises? Existing
Tenants should describe any such actual or proposed activities.Yes o No þIf Yes is marked, please explain:
 
 
 4.
    
    Waste Management
 4.1
    
    Has your company been issued an EPA Hazardous Waste Generator I.D. Number?
Existing Tenants should describe any additional identification numbers issued since the
previous certificate.Yes þ No o4.2
    
    Has your company filed a biennial or quarterly reports as a hazardous waste
generator? Existing Tenants should describe any new reports filed.Yes þ No oIf yes, attach a copy of the most recent report filed.
 5.
    
    Wastewater Treatment and Discharge
 5.1
    
    Will your company discharge wastewater or other wastes to:___ storm drain? X sewer?___ surface water? ___ no wastewater or other wastes discharged.Existing Tenants should indicate any actual discharges. If so, describe the nature
of any proposed or actual discharge(s).See attached
 
 5.2
    
    Will any such wastewater or waste be treated before discharge?Yes þ No oIf yes, describe the type of treatment proposed to be conducted. Existing Tenants
should describe the actual treatment conducted.See attached
 
 6.
    
    Air Discharges
 6.1
    
    Do you plan for any air filtration systems or stacks to be used in your
companys operations in, on or about the Premises that will discharge into the air; and
will such air emissions be monitored? Existing Tenants should indicate whether or not
there are any such air filtration systems or stacks in use in, on or about the Premises
which discharge into the air and whether such air emissions are being monitored.Yes o No þIf yes, please describe:
 
 
 6.2
    
    Do you propose to operate any of the following types of equipment, or any
other equipment requiring an air emissions permit? Existing Tenants should specify any
such equipment being operated in, on or about the Premises.
 2




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___ Spray booth(s)
    
    ___ Incinerator(s)___ Dip tank(s)
    
    ___ Other (Please describe)___ Drying oven(s)
    
    X No Equipment Requiring Air Permits
 If yes, please describe:
 
 
 7.
    
    Hazardous Materials Disclosures
 7.1
    
    Has your company prepared or will it be required to prepare a Hazardous
Materials management plan (Management Plan) pursuant to Fire Department or other
governmental or regulatory agencies requirements? Existing Tenants should indicate
whether or not a Management Plan is required and has been prepared.Yes þ No oIf yes, attach a copy of the Management Plan. Existing Tenants should attach a copy
of any required updates to the Management Plan.7.2
    
    Are any of the Hazardous Materials, and in particular chemicals, proposed to
be used in your operations in, on or about the Premises regulated under Proposition 65?
Existing Tenants should indicate whether or not there are any new Hazardous Materials
being so used which are regulated under Proposition 65.Yes o No þIf yes, please explain:
 
 
 8.
    
    Enforcement Actions and Complaints
 8.1
    
    With respect to Hazardous Materials or Environmental Laws, has your company
ever been subject to any agency enforcement actions, administrative orders, or consent
decrees or has your company received requests for information, notice or demand
letters, or any other inquiries regarding its operations? Existing Tenants should
indicate whether or not any such actions, orders or decrees have been, or are in the
process of being, undertaken or if any such requests have been received.Yes o No þIf 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 27 of the signed Lease Agreement.
 
 
 8.2
    
    Have there ever been, or are there now pending, any lawsuits against your
company regarding any environmental or health and safety concerns?Yes o No þIf 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 27 of the signed Lease
Agreement.
 
 
 8.3
    
    Have there been any problems or complaints from adjacent Tenants, owners or
other neighbors at your companys current facility with regard to environmental or
health and safety concerns? Existing Tenants should indicate whether or not there have
been any such problems or complaints from adjacent Tenants, owners or other neighbors
at, about or near the Premises.Yes o No þ
 3




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##### 



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.
 
 
 9.
    
    Permits and Licenses
 9.1
    
    Attach copies of all Hazardous Materials permits and licenses including a
Transporter Permit number issued to your company with respect to its proposed
operations in, on or about the Premises, including, without limitation, any wastewater
discharge permits, air emissions permits, and use permits or approvals. Existing
Tenants should attach copies of any new permits and licenses as well as any renewals of
permits or licenses previously issued.
   (Prospective) Tenant:
 By:Its:Date:
 4




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Exhibit E Addendum
 1.
    
    General information.Cell Genesys is focused on the development and commercialization of cancer vaccines and gene
therapies to treat major, life-threatening diseases. The Clawiter facility would be a pilot
manufacturing site for these products.2.
    
    Use, Storage and Disposal of Hazardous Materials
 2.1
    
    Hazardous materials will be used on the premises. At this time there are three
primary categories of Hazardous Materials to be used in production, Biohazard 2
biologicals, corrosives and flammables. The Biologicals are kept frozen before and
after processing. During processing they are maintained in closed systems. Once the
product is purified the waste stream is treated either by raising the pH (corrosives)
and then lowering pH (corrosives) to allowable levels for normal sewage disposal or by
heat inactivation and then cooling to allowable temperatures for normal sewage
disposal. This is all done within the facility. The corrosives and flammables will be
stored in appropriate containers with double containment within the facility.2.2
    
    The following is a list of material currently used in the areas to be relocated
to the facility. Cell Genesys has not produced product at the scale the facility is
being designed. As we progress in the process engineering this list will change and we
will be able to estimate annual usage and a more accurate list. Hazardous waste
streams to be removed from the site will be removed by an appropriately licensed
contractor such as All Chem or Phillips.
 Chemical
    
    Haz
    
    Volume
    
    StorageClass
    
    On SiteAmyl Alcohol
    
    Fl
    
    2 gal
    
    Fl Cab.Ascorbic Acid
    
    Irr
    
    1 lb
    
    CabBarium Sulfate
    
    Irr
    
    1 lb
    
    CabBleach
    
    Ox
    
    20 gal
    
    CabCesium chloride
    
    Irr
    
    1 lb
    
    CabGentamicin
    
    Tox
    
    .1 lb
    
    CabDextran sulfate
    
    Irr
    
    1 lb
    
    CabDextrose
    
    Irr
    
    10 lb
    
    CabDMSO
    
    Irr
    
    1 gal
    
    CabEDTA
    
    Irr
    
    .1 lb
    
    CabEthyl Alcohol
    
    Fl
    
    10 gal
    
    Fl Cab.HCL, 0.1 N
    
    Corr
    
    1 gal
    
    CabHydrogen Peroxide, 3%
    
    Ox
    
    1 gal
    
    Cablsopropyl Alcohol, 70%
    
    FI
    
    30 gal
    
    Fl Cab.Magnesium Chloride
    
    Irr
    
    1 lb
    
    CabSodium Hydroxide
    
    Corr
    
    5 lb
    
    CabPotassium Hydroxide
    
    Corr
    
    1 lb
    
    CabSodium Chloride
    
    Irr
    
    5 lb
    
    CabCompressed 02
    
    NFG
    
    768 lbsCompressed C02
    
    NFG
    
    768 lbsLiquid Nitrogen
    
    Cryo
    
    7860 cu.ft.
 3.
    
    Storage Tanks and SumpsAt this time there is no plan for any storage tanks or sumps.4.
    
    Waste ManagementOur Company has been issued an EPA Hazardous Waste Generator I.D. Number for its Foster City
location and is listed as a Small Quantity Generator. Attached please find the 1999
Hazardous Waste Generator Fee Return.
 1




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##### 



5.
    
    Wastewater Treatment and Discharge
 5.1
    
    We will be discharging wastewater to the sewer only. There are two wastewater
streams untreated and treated. The untreated is normal wastewater from standard
laboratory usage, i.e. glassware washing.5.2
    
    The treated wastewater stream is a by-product of our manufacturing process.
The treatment process is being studied at this time and is either a heat treatment
followed by cooling or pH increase followed by neutralization.
 6.
    
    Air Discharges
 6.1
    
    There will be air discharges from fume hoods contained in the Quality Control
laboratory areas. These hoods are used for small quantity assay operations and are not
required to be monitored.6.2
    
    We do not plan on using any of the listed equipment or equipment requiring an
air emissions permit.
 7.
    
    Hazardous Materials Disclosures
 7.1
    
    Yes, we will be required to prepare a Hazardous Materials Management Plan.
This Plan will be prepared once we have finalized the facility Plan and forwarded to
the landlord with the drawings for approval.
 8.
    
    Enforcement Actions and Complaints
 8.1
    
    No8.2
    
    No8.3
    
    No
 9.
    
    Permits and LicensesThe appropriate permits and licenses for the site will be applied for during the planning
phase and forwarded once received.
 2




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Exhibit F
First Amendment to Lease Agreement
Change of Commencement Date
  Recitals
    1.
    
    Recitals: Landlord and Tenant agree that the above recitals are true and
correct.2.
    
    The Commencement Date of the Lease shall be ___.3.
    
    The last day of the Term of the Lease (the Expiration Date) shall be ___.4.
    
    The dates on which the Base Rent will be adjusted are:for the period ___ to ___ the monthly Base Rent shall be $___;for the period ___ to ___ the monthly Base Rent shall be $___; andfor the period ___ to ___ the monthly Base Rent shall be $___.
 Effect of Amendment
 Definitions
 Authority
    1




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Exhibit G
Sign Criteria
 1




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Exhibit H
Intentionally Omitted
 1




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Exhibit I
Subordination, Non-Disturbance and Attornment Agreement
  Recitals
   Agreement
            1




---



##### 



If to Tenant:with a copy to:
 
 2




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##### 



Lender:
 By:Name:Title: Tenant:
 By:Name:Title:  Landlord:
 By:Name:Title: 3




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##### 



FIRST AMENDMENT TO LEASE
 F & S HAYWARD, LLC CELL GENESYS, INC.
     Term
 Option to Extend Lease Term
 Grant of Option
 Termination of Option
 Base Rent During Extended Term




---



##### 



-2-




---



##### 



Premises As-Is During Extended Term
 Options Personal
 -3-




---



##### 



Time Of Essence
 Rent
 Time Period
    
    Monthly Base RentNov. 1, 2010 through July 29, 2011
    
    51,472 per sq. ft.@ $2.18971 per sq. ft. = $112,708.75August 30, 2011 though July 29, 2012
    
    51,472 per sq. ft.@ $2.2773 per sq. ft. = $117,217.19August 30, 2012 through July 29, 2013
    
    51,472 per sq. ft.@ $2.36839 per sq. ft. = $121,905.77August 30, 2013 through July 29, 2014
    
    51,472 per sq. ft.@ $2.46313 per sq. ft. = $126,782.23August 30, 2014 through July 29, 2015
    
    51,472 per sq. ft.@ $2.56165 per sq. ft. = $131,853.25August 30, 2015 through July 29, 2016
    
    51,472 per sq. ft.@ $2.66412 per sq. ft. = $137,127.58August 30, 2016 through July 29, 2017
    
    51,472 per sq. ft.@ $2.77068 per sq. ft. = $142,612.44
 INTENTIONALLY OMITTED
 Premises; Building
 Parking
 Lease Collateral
 -4-




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Lease Collateral
    Approval of Tenants Remodel Plans
 Maintenance by Landlord
 -5-




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##### 



Tenants Maintenance and Repair Obligations
 Tenants Building Remodel
 Permitted Use
 Operating Expenses
 13.1
    
    Clause (v) of Section 6.1.1 of the Lease is hereby modified to read as follows:(v) a property management fee in the amount of three percent (3%) of the Base
Rent, 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
fees, incurred in connection with the operation and management of the
Project, and all fees, licenses and permits related to the ownership and
operation of the Project.13.2
    
    The following is added as clause (xiii) of Section 6.1.1 of the Lease:(xiii) the premium cost of pollution insurance for the Park carried by
Landlord.
 -6-




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##### 



14. Operating Expense Exclusions
  Alterations
 -7-




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##### 



Surrender of Premises & Ownership of Alterations and Improvements
 Surrender of Premises
 (a)
    
    As used in this Section 102 the following definitions shall apply:(i) 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.(ii) Required Surrender Improvements shall mean only those items of Tenants
Property that Tenant elects to install in or about the Premises at Tenants expense
that are described on Exhibit Bhereto and such Alterations thereto of the type
described in said Exhibit Bas are permitted by this Lease.(iii) Optional Surrender Improvements shall mean all of the Tenants Property, or
subsequent Alterations thereto, other than(i) the Required Surrender Improvements,
(ii) the Required Removal Improvements and (iii) those improvements to the Premises
after the date of this First Amendment (but not including the Remodel) 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.(iv) 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 refaced Alterations at the
expiration or the earlier termination of this Lease.
 -8-




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##### 



(v) 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.(b)
    
    At the expiration of the Term or earlier termination of this Lease, Tenant
shall surrender to Landlord (i) the Premises, (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 good condition and repair (damage by acts of
God, casualty, 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 provisions of Section 27 of the Lease.
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 shall survive the
expiration or earlier termination of the Lease.(c)
    
    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.d)
    
    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 10.2 and Section 27 below, Tenant shall
continue to be responsible for the payment of Rent (as the same may be increased
pursuant to the provisions of this Lease) until the Premises are so surrendered in
accordance with said provisions. Tenant shall indemnify, defend and hold the
Indemnitees (as defined in Section 13 of the Lease) 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
 -9-




---



##### 



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.(e)
    
    During the term of this Lease, Tenants Property shall at all times be owned by
Tenant, and Tenant shall be entitled to all depreciation, amortization and other tax
benefits with respect thereto. Landlord shall have no lien or other interest
whatsoever in any such item of Tenants Property during the Lease Term, and, except as
expressly set forth in this Section 10 to the contrary, Landlord hereby waives all
liens and interests in Tenants Property and shall have no right to require surrender
of any Tenants Property. Within ten (10) days following Tenants request, Landlord
shall execute documents in form reasonably acceptable to Tenant and Landlord evidencing
Landlords waiver of any right, title, lien or interest in such property of Tenant
located in the Premises other than the rights of Landlord set forth in this Section 10.
If Landlord incurs any cost or expense, including the cost of Landlords employees, in
connection with obtaining the consent of Landlords lender to any requirement of Tenant
in connection with Tenants Property or Tenants Property, Tenant shall pay Landlord,
as Additional Rent, for such cost or expense within ten (10) days after Landlord
notifies Tenant of the amounts due.
 Common Area Maintenance by Landlord
 Assignment and Subletting
 rd
  (a)
    
    If Landlord consents to a Transfer, as a condition thereto which the Tenant
hereby agrees is reasonable, Tenant shall pay to Landlord, as Additional Rent fifty
percent (50%) of any Transfer Premium. The term Transfer Premium shall mean the
lesser of (i) the amount by which (a) the fair market rental value of the affected
Premises (or so much thereof as is transferred) exceeds (b) the sum of (x) and (y)
where (x) equals the Rent (or pro rata portion of the Rent for any partial Transfer)
reserved in this Lease for such space and (y) equals the aggregate of any brokerage
commissions and attorneys fees incurred by Tenant in obtaining and negotiating the
Transfer or (ii) the amount by which (a) all rent, additional rent and other
consideration payable and received by the Tenant from such Transferee to Tenant with
respect to the transfer of this Lease and the Premises either initially or over the
term of the Transfer exceeds (b) the sum of (x) and (y) where (x) equals the Rent (or
 -10-




---



##### 



pro rata portion of the Rent) reserved in this Lease for such space and (y) equals
the aggregate of any brokerage commissions and attorneys fees incurred by Tenant in
obtaining and negotiating the Transfer, and the cost incurred by Tenant in performing
its obligations for the benefit of the Transferee under the terms of the Transfer
Document(s). As used herein fair market rental value of the affected Premises
means the Fair Rental Value [hereafter defined in Section 14.6(b)] of the aggregate
of (x) the Building Shell and (y) $1,250,000 in improvements, adjusted annually on
each anniversary of the date of this First Amendment (each an Adjustment Date) by
multiplying $1,250,000 by the CPI Fraction (defined below) (without regard to (i) the
consideration actually paid by the Transferee or (ii) the value of any Tenants
Property involved in the Transfer), as determined by the agreement of the parties, or
if the parties cannot agree within ten (10) days following the demand by either party
for agreement, by an appraisal conducted in the manner described in Section 14.6(b)
below. Notwithstanding the foregoing, if the Transfer Premium is not determined
prior to the time that Landlords response to Tenants request for consent to the
transfer is required to be delivered hereunder, then, if the other conditions to
Landlords consent set forth herein are met, Landlord shall provide its consent, and
thereafter the Transfer Premium shall be determined in accordance with this Section.
For purposes of this Section 14.6, the term CPI Fraction shall mean a fraction the
numerator of which is the Bureau of Labor Statistics, Consumer Price Index  All
Urban Consumers, All items index for San Francisco-Oakland-San Jose, CA (1982-84=100) (Index) for the month most immediately preceding an Adjustment Date and the
denominator of which is the Index for the month immediately preceding the date of
this Amendment. If the Index is changed so that the base year differs from that in
effect on the date the Lease Term commences the Index shall be converted in
accordance with the conversion factor published by the United States Department of
Labor, Bureau of Labor Statistics. If the Index is discontinued or revised during
the term of the Lease, such other government index or computation with which it is
replaced shall be used in order to obtain substantially the same result as would have
been obtained if the Index had not been discontinued or revised.(b)
    
    If Tenant gives Landlord an Appraisal Request pursuant to Section 14.6 (a) of
the Lease, the following provisions shall govern the conduct of an appraisal of the
fair market rental value of the Affected Premises (Fair Rental Value):(i) 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
(iv) below, to appraise and determine the Fair Rental Value. 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.(ii) 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,
 -11-




---



##### 



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 (iv) below. 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.(iii) Within thirty (30) days after the selection of the third appraiser, the
appraisers shall meet and determine the Fair Rental Value. If a majority of the
appraisers are unable to so determine the Fair Rental Value 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,
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.(iv) 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.
 Affiliated Companies
 Affiliated Companies/Restructuring of Business Organization
  -12-




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Subordination
 Waiver Of Right Of Redemption
 -13-




---



##### 



Insurance By Tenant
 Types of Insurance
   -14-




---



##### 



Insurance By Landlord
 Landlords Insurance
 -15-




---



##### 



Casualty Damage
 Casualty Damage
 Estimate of Time to Restore
 excluding
 and
 th
 -16-




---



##### 



Definitions and Termination Rights
 Building Shell Exhibit C
 Insured Loss
 or
  or
 or
 or
  -17-




---



##### 



Uninsured Loss other than
 Tenants Casualty Loss Termination Right
 exceed or
 or
 th
 Landlords Casualty Loss Termination Right
 Insured Loss
   -18-




---



##### 



Uninsured Loss
 and
 -19-




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##### 



Exercise of Termination Rights
   -20-




---



##### 



Rent Abatement
 Waiver
 Survival
 Restoration of Common Area Improvements
 -21-




---



##### 



Calendar of Restoration Events
 EVENT
    
    DATELast day for Landlords architect to
provide Architects Estimate
    
    60 days after Tenants Loss NoticeFirst day for Landlord to elect to
provide Insurance Proceeds Reduction
Amount or other reasonable
assurances pursuant to Section
25.2.2.2 (a) or (b)
    
    Date of Tenants Loss NoticeLast day for Landlord to elect to
provide Insurance Proceeds Reduction
Amount or other reasonable
assurances pursuant to Section
25.2.2.2 (a) or (b)
    
    90 days after Tenants Loss NoticeFirst day for Tenant to elect to
provide Insurance Proceeds Reduction
Amount pursuant to Section
25.2.2.2.2 (c) or (d)
    
    91 days after Tenants Loss NoticeLast day for Tenant to elect to
provide Insurance Proceeds Reduction
Amount pursuant to Section
25.2.2.2.2 (c) or (d)
    
    120 days after Tenants Loss NoticeFirst day for Landlord to elect to
restore Building Shell pursuant to
Section 25.4.2
    
    91 days after Tenants Loss NoticeLast day for Landlord to elect to
restore the Building Shell pursuant
to Section 25.4.2
    
    120 days after Tenants Loss NoticeFirst day for Tenant to elect to
restore pursuant to Section 25.4.1
or to exercise a Tenants Casualty
Loss Termination Right pursuant to
Section 25.5.2
    
    121 days after Tenants Loss NoticeLast day for Tenant to elect to
restore pursuant to Section 25.4.1
or to exercise a Tenants Casualty
Loss Termination Right pursuant to
Section 25.5.2
    
    135 days after Tenants Loss NoticeFirst day for Landlord to exercise
Landlords Casualty Loss Termination
Right pursuant to Section 25.5.1
    
    136 days after Tenants Loss NoticeLast day for Landlord to exercise
Landlords Casualty Loss Termination
Right pursuant to Section 25.5.1
    
    150 days after Tenants Loss Notice
 Deductible Amounts
 -22-




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##### 



Lender Requirements
   Waiver of Subrogation
 Hazardous Materials
    -23-




---



##### 



Exculpation of Landlord
 Recordation
 Lease in Full Force
  -24-




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##### 



Contingent on Lenders Consent
     IN WITNESS WHEREOF
  Tenant:
CELL GENESYS INC.,
a Delaware corporationBY:
    /s/ Matthew J. PfefferIts:
    Vice President and CFODate:
    July 19, 2003By:Its:Date:
 Landlord:
 
 
F & S HAYWARD, LLC, a California limited
liability companyBy:
    F & S HAYWARD, INC., its managerBy:
    /s/ Todd B. FosterTodd B. Foster, PresidentDate:
    September 26, 2003
   -25-




---



##### 



EXHIBIT A TO FIRST AMENDMENT TO LEASE
 [Intentionally Omitted]




---



##### 



EXHIBIT B TO FIRST AMENDMENT TO LEASE
 REQUIRED SURRENDER IMPROVEMENTS




---



##### 



-2-




---



##### 



-3-




---



##### 



EXHIBIT C TO FIRST AMENDMENT TO LEASE
   
    
    Exterior walls that enclose the perimeter of the building,
    
    Reinforcing and structural connections for the exterior walls.
    
    All exterior glass and glazing and frames.
    
    All exterior doors, door closer and locking devices.
    
    Foundation.
    
    Underground sanitary sewer lateral to the city sewer main and piping into the
building and under the concrete slab on grade.
    
    Sanitary sewer lines.
    
    Domestic water mains connections to the city water main in the street. Water
main stub to the building.
    
    Gas lines connections from the city public utility mains.
    
    Primary electrical service to the building, including underground conduit and
wire feeders from transformer pads into the buildings main switchgear electrical
room.
    
    The electrical transformers.
    
    Underground conduit from the street to the building for telephone trunk line
service.




---



##### 



LEASE AGREEMENT
 F & S HAYWARD II, LLC,
 CELL GENESYS, INC.,
 
 January 7, 2002




---



##### 



TABLE OF CONTENTS
 Page1.
    
    PREMISES; PROJECT; ADJACENT PARK
    
    
    11.1 Premises
    
    
    11.2 Appurtenances
    
    
    11.3 Common Areas
    
    
    12.
    
    LEASE TERM
    
    
    23.
    
    OPTION TO EXTEND LEASE TERM
    
    
    23.1 Grant of Option
    
    
    23.2 Termination of Option
    
    
    23.3 Base Rent During Extended Term
    
    
    23.4 Premises As-Is During Extended Term
    
    
    43.5 Options Personal
    
    
    43.6 Time Of Essence
    
    
    44.
    
    OCCUPANCY; ACKNOWLEDGEMENT OF COMMENCEMENT DATE
    
    
    54.1 No Early Occupancy
    
    
    54.2 Lease Term Commencement Date
    
    
    55.
    
    RENT
    
    
    55.1 Delivery of Lease; Advance Rent
    
    
    55.2 Payment of Base Rent
    
    
    55.3 Payment of Additional Rent
    
    
    55.4 Adjustment of Base Rent
    
    
    66.
    
    COLLATERAL SECURING LEASE OBLIGATIONS
    
    
    66.1 Delivery Letter of Credit
    
    
    66.2 Letter of Credit Criteria
    
    
    66.3 Substitution of Cash Collateral for Letter of Credit
    
    
    76.4 Commingling of Cash Collateral
    
    
    86.5 No Tenant Right of Offset; Pledge to Landlord's Lender
    
    
    86.6 Renewal/Non-Renewal of Letter of Credit; Draws on Letter of Credit
    
    
    86.7 Replenishment of Lease Collateral
    
    
    9
 i




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##### 



TABLE OF CONTENTS
(continued)
 Page6.8 Transfer of Landlord's Interest in Lease
    
    
    96.9 Use of Lease Collateral by Landlord
    
    
    96.10 Return of Lease Collateral
    
    
    96.11 No Trust Relationship Created
    
    
    106.12 Survival
    
    
    107.
    
    CONDITION OF PREMISES; TENANT IMPROVEMENTS
    
    
    108.
    
    ADDITIONAL RENT
    
    
    108.1 Triple Net Rent
    
    
    108.2 Operating Expenses
    
    
    108.3 Tax Expenses
    
    
    138.4 Payment of Expenses
    
    
    148.5 Annual Reconciliation
    
    
    148.6 Audit
    
    
    149.
    
    UTILITIES AND SERVICES
    
    
    159.1 Utilities
    
    
    159.2 Miscellaneous
    
    
    1510.
    
    LATE CHARGES
    
    
    1511.
    
    USE OF PREMISES
    
    
    1611.1 Permitted Use
    
    
    1611.2 Prohibition on Use
    
    
    1812.
    
    ALTERATIONS; AND SURRENDER OF PREMISES
    
    
    1812.1 Alterations
    
    
    1912.2 Surrender of Premises:
    
    
    1912.3 Ownership by Tenant
    
    
    2112.4 Survival
    
    
    2113.
    
    REPAIRS AND MAINTENANCE
    
    
    2113.1 Tenant's Repairs and Maintenance Obligations
    
    
    2113.2 Maintenance by Landlord
    
    
    22




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##### 



TABLE OF CONTENTS
(continued)
 Page13.3 Tenant's Failure to Perform Repairs and Maintenance Obligations
    
    
    2314.
    
    INSURANCE
    
    
    2314.1 Tenant Insurance
    
    
    2314.2 Insurance Policies
    
    
    2414.3 Additional Insureds and Coverage
    
    
    2514.4 Failure of Tenant to Purchase and Maintain Insurance
    
    
    2514.5 Waiver of Subrogation
    
    
    2614.6 Landlord's Insurance
    
    
    2615.
    
    LIMITATION OF LIABILITY AND INDEMNITY
    
    
    2615.1 Tenant Indemnification
    
    
    2615.2 Waiver of Landlord Liability
    
    
    2716.
    
    ASSIGNMENT AND SUBLEASING
    
    
    2716.1 Prohibition
    
    
    2716.2 Request for Consent
    
    
    2716.3 Criteria for Consent
    
    
    2816.4 Effectiveness of Transfer and Continuing Obligations
    
    
    2816.5 Transfer Premium
    
    
    2916.6 Waiver
    
    
    3016.7 Affiliated Companies/ Restructuring of Business Organization
    
    
    3017.
    
    SUBORDINATION
    
    
    3117.1 Lease Subordinate
    
    
    3117.2 Lease Superior at Lender's Request
    
    
    3117.3 Attornment; Non-Disturbance
    
    
    3117.4 Rights and Obligations of Successor
    
    
    3117.5 Execution of Subordination Agreement
    
    
    3218.
    
    RIGHT OF ENTRY
    
    
    3219.
    
    ESTOPPEL CERTIFICATE
    
    
    3220.
    
    TENANT'S DEFAULT
    
    
    33




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##### 



TABLE OF CONTENTS
(continued)
 Page21.
    
    REMEDIES FOR TENANT'S DEFAULT
    
    
    3421.1 Landlord's Rights
    
    
    3421.2 Damages Recoverable
    
    
    3521.3 Right of Redemption
    
    
    3521.4 Rights and Remedies Cumulative
    
    
    3622.
    
    HOLDING OVER
    
    
    3623.
    
    LANDLORD'S DEFAULT
    
    
    3624.
    
    PARKING
    
    
    3725.
    
    TRANSFER OF LANDLORD'S INTEREST
    
    
    3726.
    
    WAIVER
    
    
    3727.
    
    CASUALTY DAMAGE
    
    
    3827.1 Estimate of Time to Restore
    
    
    3827.2 Definitions and Termination Rights
    
    
    3827.3 Insured Loss
    
    
    4027.4 Uninsured Loss
    
    
    4127.5 Exercise of Termination Rights
    
    
    4227.6 Rent Abatement
    
    
    4227.7 Lender Requirements
    
    
    4227.8 Waiver
    
    
    4327.9 Survival
    
    
    4427.10 Restoration of Common Area Improvements
    
    
    4427.11 Calendar of Restoration Events
    
    
    4428.
    
    CONDEMNATION
    
    
    4528.1 Definitions
    
    
    4528.2 Partial Taking
    
    
    4528.3 Total Taking
    
    
    4528.4 Substantial Taking
    
    
    4528.5 Temporary Taking
    
    
    45




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##### 



TABLE OF CONTENTS
(continued)
 Page28.6 Award
    
    
    4529.
    
    ENVIRONMENTAL MATTERS/ HAZARDOUS MATERIALS
    
    
    4629.1 Hazardous Materials Disclosure Certificate
    
    
    4629.2 Definitions
    
    
    4629.3 Prohibition; Environmental Laws
    
    
    4729.4 Tenant's Environmental Obligations
    
    
    4829.5 Environmental Indemnity
    
    
    4929.6 Survival
    
    
    4929.7 Landlord's Obligations
    
    
    4930.
    
    FINANCIAL STATEMENTS
    
    
    5031.
    
    GENERAL PROVISIONS
    
    
    5031.1 Time
    
    
    5031.2 Successors and Assigns
    
    
    5031.3 Recordation
    
    
    5031.4 Landlord Exculpation
    
    
    5031.5 Severability and Governing Law
    
    
    5131.6 Attorneys' Fees
    
    
    5131.7 Entire Agreement
    
    
    5131.8 Warranty of Authority
    
    
    5231.9 Notices
    
    
    5231.10 Joint and Several; Covenants and Conditions
    
    
    5231.11 Confidentiality
    
    
    5231.12 Submission of Lease
    
    
    5232.
    
    SIGNS
    
    
    5233.
    
    MORTGAGEE PROTECTION
    
    
    5334.
    
    WARRANTIES OF TENANT
    
    
    5335.
    
    BROKERAGE COMMISSION
    
    
    5436.
    
    QUIET ENJOYMENT
    
    
    54
 v




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TABLE OF CONTENTS
(continued)
 Page37.
    
    RIGHT OF FIRST OFFER
    
    
    541.
    
    DEFINITIONS
    
    
    12.
    
    LANDLORD'S CONSTRUCTION OBLIGATION.
    
    
    42.1 Commence and Pursue Diligently
    
    
    42.2 Copies of Construction Drawings and Permits
    
    
    42.3 Conformity with Construction Drawings; Changes
    
    
    42.4 Completion of Late Delivery and Certain Punchlist Items
    
    
    52.5 Final Completion of Remaining Punchlist Items
    
    
    63.
    
    REPORTS TO TENANT
    
    
    64.
    
    DELAY IN COMMENCEMENT/COMPLETION
    
    
    65.
    
    ACKNOWLEDGMENT OF SUBSTANTIAL COMPLETION
    
    
    66.
    
    CONTRACTOR'S WARRANTY
    
    
    77.
    
    ENTRY FOR TENANT'S IMPROVEMENTS
    
    
    77.1 Early Entry Notice
    
    
    78.
    
    SECURITY FOR TENANT IMPROVEMENTS
    
    
    78.1 Certain Definitions
    
    
    78.2 Duty to Construct Minimum Amount of Required Surrender Improvements
    
    
    88.3 Delivery of Security
    
    
    88.4 Drawing Conditions for TI Letter of Credit
    
    
    88.5 Maximum Amount of Draw
    
    
    88.6 Effect of Drawing
    
    
    98.7 Term of TI Letter of Credit
    
    
    98.8 Landlord's Approval
    
    
    98.9 Transfer of TI Letter of Credit
    
    
    98.10 Substitution of Cash Collateral for Letter of Credit
    
    
    98.11 Commingling of TI Cash Collateral
    
    
    108.12 No Tenant Right of Offset; Pledge to Landlord's Lender
    
    
    10




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##### 



TABLE OF CONTENTS
(continued)
 Page8.13 Renewal/Non-Renewal of Letter of Credit; Draws on Letter of Credit
    
    
    108.14 Transfer of Landlord's Interest in Lease
    
    
    118.15 Grant of Security Interest
    
    
    118.16 Return of Lease Collateral
    
    
    118.17 No Trust Relationship Created
    
    
    118.18 Survival
    
    
    129.
    
    WORK TO BE PERFORMED BY TENANT
    
    
    1210.
    
    TENANT CONSTRUCTION DRAWINGS
    
    
    1210.2 Construction Drawings
    
    
    1210.3 Commencement of Tenant Improvement Construction
    
    
    1210.4 Change Orders
    
    
    1211.
    
    CONSENTS/APPROVALS/COOPERATION
    
    
    1312.
    
    TIME IS OF THE ESSENCE
    
    
    13




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##### 



Lease Agreement
 Basic Lease Information
 Lease Date:
    
    January 7, 2002Landlord:
    
    F & S HAYWARD II, LLC, a Delaware limited liability companyLandlords Address:
    
    C/o Foster Enterprises400 South El Camino Real, Suite 1400San Mateo, California 94402-1740Tenant:
    
    CELL GENESYS, INC., a Delaware corporationTenants Address:
    
    342 Lakeside DriveFoster City, California 94404Attn: Chief Financial OfficerPremises:
    
    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-l
(Building)Lot:
    
    The land described on Exhibit Aconsisting
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 RoadHayward, California 94545Term:
    
    15 years commencing on the Rent
Commencement Date plus two (2) options to
extend the term for five (5) years eachBase 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.
 1




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##### 



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
Rate Share of expenses relating to the
Common Areas.Tax Expenses (8.3):
    
    See Section 8.3Utility 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 TenantExhibits:
    
    Exhibit A Legal DescriptionExhibit A-1 Site Plan (Including Lot,
Adjacent Park, and Building)Exhibit B Work Letter AgreementExhibit C Rules and RegulationsExhibit D ReservedExhibit E Tenants Initial Hazardous
Materials Disclosure CertificateExhibit F ReservedExhibit G ReservedExhibit H Required Surrender ImprovementsExhibit I Subordination, Non-Disturbance
and Attornment Agreement
 2




---



##### 



Lease Agreement
 NOW, THEREFORE,
 1. PREMISES; PROJECT; ADJACENT PARK
 Premises.
 Appurtenances.
 Common Areas.
 exclusive
 not
 1




---



##### 



LEASE TERM
 Exhibit B
 OPTION TO EXTEND LEASE TERM
 Grant of Option
 Termination of Option
 Base Rent During Extended Term
   2




---



##### 



3




---



##### 



Premises As-Is During Extended Term
 Options Personal
 Time Of Essence
 4




---



##### 



OCCUPANCY; ACKNOWLEDGEMENT OF COMMENCEMENT DATE
 No Early Occupancy
 Lease Term Commencement Date Schedule II to the Work Letter
 RENT
 Delivery of Lease; Advance Rent
 Payment of Base Rent st Exhibit B
 Payment of Additional Rent
 5




---



##### 



Adjustment of Base Rent
 6. COLLATERAL SECURING LEASE OBLIGATIONS
 Delivery Letter of Credit
 Letter of Credit Criteria
       6




---



##### 



th
     Substitution of Cash Collateral for Letter of Credit less
 7




---



##### 



Commingling of Cash Collateral
 No Tenant Right of Offset; Pledge to Landlords Lender
 Renewal/Non-Renewal of Letter of Credit; Draws on Letter of Credit
 th
  8




---



##### 



Replenishment of Lease Collateral
 Transfer of Landlords Interest in Lease
 Use of Lease Collateral by Landlord
 Return of Lease Collateral
 9




---



##### 



No Trust Relationship Created
 Survival
 CONDITION OF PREMISES; TENANT IMPROVEMENTS
 Exhibit B Exhibit B Exhibit B Exhibit B
 ADDITIONAL RENT
 Triple Net Rent
 Operating Expenses
 Definition of Operating Expenses:
 10




---



##### 



11




---



##### 



Capital Expenditures
 Operating Expense Exclusions:
 12




---



##### 



Tax Expenses
 not include
  13




---



##### 



Payment of Expenses:
 Annual Reconciliation:
 Audit:
 14




---



##### 



9. UTILITIES AND SERVICES
 Utilities
 Miscellaneous:
 LATE CHARGES
  15




---



##### 



USE OF PREMISES
 Permitted Use:
 Compliance with Laws, Recorded Matters and Rules and Regulations
   16




---



##### 



Exhibit C
    17




---



##### 



Prohibition on Use:
 ALTERATIONS; AND SURRENDER OF PREMISES
 18




---



##### 



Alterations: Exhibit B Exhibit B
 Surrender of Premises
   Exhibit H Exhibit H
 19




---



##### 



other than
    th other than other than
  20




---



##### 



Ownership by Tenant
 Survival
 REPAIRS AND MAINTENANCE
 Tenants Repairs and Maintenance Obligations
 21




---



##### 



Maintenance by Landlord
    22




---



##### 



Tenants Failure to Perform Repairs and Maintenance Obligations:
 INSURANCE
 Tenant Insurance: not
 23




---



##### 



Insurance Policies:
 24




---



##### 



Exhibit B Exhibit B
 Additional Insureds and Coverage:
 Failure of Tenant to Purchase and Maintain Insurance:
 25




---



##### 



Waiver of Subrogation:
 Landlords Insurance:
 LIMITATION OF LIABILITY AND INDEMNITY
 Tenant Indemnification:
 26




---



##### 



Waiver of Landlord Liability:
 ASSIGNMENT AND SUBLEASING
 Prohibition:
 Request for Consent:
 27




---



##### 



Criteria for Consent:
 Effectiveness of Transfer and Continuing Obligations: Exhibit E
 28




---



##### 



Transfer Premium: lesser of
 29




---



##### 



Waiver:
 Affiliated Companies/ Restructuring of Business Organization:
     30




---



##### 



SUBORDINATION
 Lease Subordinate
 Lease Superior at Lenders Request
 Attornment; Non-Disturbance
 Rights and Obligations of Successor
 31




---



##### 



Execution of Subordination Agreement Exhibit I Exhibit I th
 RIGHT OF ENTRY
  ESTOPPEL CERTIFICATE
  32




---



##### 



TENANTS DEFAULT
       33




---



##### 



REMEDIES FOR TENANTS DEFAULT
 Landlords Rights:
 34




---



##### 



Damages Recoverable:
 Exhibit B
     Right of Redemption
 35




---



##### 



on one occasion provided
 Rights and Remedies Cumulative:
 HOLDING OVER
  LANDLORDS DEFAULT
 36




---



##### 



PARKING
  TRANSFER OF LANDLORDS INTEREST
  WAIVER
  37




---



##### 



CASUALTY DAMAGE
 Estimate of Time to Restore
 excluding
 and
 th
 Definitions and Termination Rights
 38




---



##### 



Tenant Insured Loss
 Landlord Insured Loss
 or
  or
  Uninsured Loss other
than
 Tenants Casualty Loss Termination Right
 exceed or
 39




---



##### 



not
 Landlords Casualty Loss Termination Right and
 Insured Loss
    40




---



##### 



Uninsured Loss
 and
  41




---



##### 



Exercise of Termination Rights
 st
  Rent Abatement
 Lender Requirements
 42




---



##### 



not
   Waiver
 43




---



##### 



Survival
 Restoration of Common Area Improvements
 Calendar of Restoration Events
 EVENT
    
    DATELast day for Landlords architect to provide Architects Estimate
    
    60 days after
Tenants Loss
NoticeFirst day for Landlord to elect to provide Insurance Proceeds
Reduction Amount pursuant to Section 27.2.2.2
    
    Date of Tenants
Loss NoticeLast day for Landlord to elect to provide Insurance Proceeds
Reduction Amount pursuant to Section 27.2.2.2
    
    90 days after
Tenants Loss
NoticeFirst day for Tenant to elect to restore pursuant to Section 27.4.2
    
    91 days after
Tenants Loss
NoticeLast day for Tenant to elect to restore the Landlords Work
pursuant to Section 27.4.2
    
    120 days after
Tenants Loss
NoticeFirst 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
NoticeLast 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
NoticeFirst 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
NoticeLast 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
 44




---



##### 



28. CONDEMNATION
 Definitions
      Partial Taking
 Total Taking
 Substantial Taking
 Temporary Taking
 Award
 45




---



##### 



ENVIRONMENTAL MATTERS/HAZARDOUS MATERIALS
 Hazardous Materials Disclosure Certificate Exhibit E Exhibit E
 Definitions
 Hazardous Materials
 46




---



##### 



Environmental Laws
 Tenants Hazardous Materials
 Midnight Dumper
 Prohibition; Environmental Laws
 47




---



##### 



Tenants Environmental Obligations
 48




---



##### 



Environmental Indemnity
 Survival
 Landlords Obligations other than
 49




---



##### 



FINANCIAL STATEMENTS
  GENERAL PROVISIONS
 Time
 Successors and Assigns
 Recordation
 Landlord Exculpation
 50




---



##### 



Severability and Governing Law
 Attorneys Fees
 Entire Agreement
 51




---



##### 



Warranty of Authority
 Notices
 Joint and Several; Covenants and Conditions
 Confidentiality
 Submission of Lease
 SIGNS
  52




---



##### 



MORTGAGEE PROTECTION
  WARRANTIES OF TENANT
  53




---



##### 



BROKERAGE COMMISSION
  QUIET ENJOYMENT
  RIGHT OF FIRST OFFER
 one-time
 54




---



##### 



Time is of the essence herein.
     55




---



##### 



IN WITNESS WHEREOF
 Tenant:
    
    
    
    Landlord:CELL GENESYS, INC.,
a Delaware corporation
    
    
    
    F & S HAYWARD II, LLC, a Delaware limited
liability companyBy:
    
    /s/ Joseph J. Vallner
    
    
    
    By:
    
    /s/ Todd B. FosterTodd B. Foster, ManagerIts:
    
    President and COODate:
    
    January 10, 2002
    
    
    
    By:
    
    /s/ Kirk C. SymeKirk C. Syme, ManagerBy:
    
    /s/ Matthew J. PfefferIts:
    
    Vice President and CFODate:
    
    January 11, 2002
  56




---



##### 



Exhibit A to Lease Agreement
   PARCEL A:
  PARCEL B:
  PARCEL C:
  1




---



##### 



Exhibit A-1 Site Plan




---



##### 



Exhibit A-2 to Lease
         1




---



##### 



Excepting therefrom
 2




---



##### 



Exhibit B to Lease Agreement
 WORK LETTER AGREEMENT
 CELL GENESYS, INC. F & S HAYWARD II, LLC
  DEFINITIONS
 Architects Certificate
 Construction Drawings Schedule III to Work Letter
Agreement
 Commencement of Construction
 Early Entry Date
 1




---



##### 



Early Entry Notice
 Early Entry Election Notice not
 Early Entry Right
 Force Majeure
 Initial Project Specifications Schedule I
 Landlords Architect
 Landlords Contractor
 Landlords Work Schedule I
 Late Delivery Items
 2




---



##### 



Punchlist
 Punchlist Items
 Rent Commencement Date
   Site Plan Exhibit A
 Substantial Completion Substantially Completed
   3




---



##### 



Substantial Completion Date
 Tenant Construction Drawings
 Tenants Construction Expense
 Tenant Improvements
 Tenants Work
 LANDLORDS CONSTRUCTION OBLIGATION
 Commence and Pursue Diligently
 Copies of Construction Drawings and Permits
 Conformity with Construction Drawings; Changes
 4




---



##### 



Completion of Late Delivery and Certain Punchlist Items
    5




---



##### 



Final Completion of Remaining Punchlist Items
 REPORTS TO TENANT
 DELAY IN COMMENCEMENT/COMPLETION not
 ACKNOWLEDGMENT OF SUBSTANTIAL COMPLETION.
 not
 6




---



##### 



CONTRACTORS WARRANTY
 ENTRY FOR TENANTS IMPROVEMENTS
 Early Entry Notice not
 SECURITY FOR TENANT IMPROVEMENTS
 Certain Definitions
   less
 7




---



##### 



Duty to Construct Minimum Amount of Required Surrender Improvements
 Delivery of Security
 Drawing Conditions for TI Letter of Credit
   th
 Maximum Amount of Draw
 8




---



##### 



less
  less
 Effect of Drawing
 Term of TI Letter of Credit
 Landlords Approval
 Transfer of TI Letter of Credit
 Substitution of Cash Collateral for Letter of Credit th
 9




---



##### 



less
 Commingling of TI Cash Collateral
 No Tenant Right of Offset; Pledge to Landlords Lender
 Renewal/Non-Renewal of Letter of Credit; Draws on Letter of Credit
 th
  10




---



##### 



Transfer of Landlords Interest in Lease
 Grant of Security Interest
 Return of Lease Collateral
 No Trust Relationship Created
 11




---



##### 



Survival
 WORK TO BE PERFORMED BY TENANT
 TENANT CONSTRUCTION DRAWINGS
 Architect and Contractor
 Construction Drawings
 Commencement of Tenant Improvement Construction
 Change Orders
  12




---



##### 



CONSENTS/APPROVALS/COOPERATION
 TIME IS OF THE ESSENCE
  13




---



##### 



IN WITNESS WHEREOF
 Tenant:
    
    
    
    Landlord:CELL GENESYS, INC.,
a Delaware corporation
    
    
    
    F & S HAYWARD II, LLC, a Delaware limited
liability companyBy:
    
    /s/ Joseph J. Vallner
    
    
    
    By:
    
    /s/ Todd B. FosterTodd B. Foster, ManagerIts:
    
    President and COODate:
    
    January 10, 2002
    
    
    
    By:
    
    /s/ Kirk C. SymeKirk C. Syme, ManagerBy:
    
    /s/ Matthew J. PfefferIts:
    
    Vice President and CFODate:
    
    January 11, 2002
 14




---



##### 



SCHEDULE I
 TO WORK LETTER AGREEMENT
 INITIAL PROJECT SPECIFICATIONS
 I. 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.
 II. 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.
 15




---



##### 



III. 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.
 IV. 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.
 V. 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.
 16




---



##### 




    
    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.
 VI. FIRE PROTECTION
 
    
    An automatic fire sprinkler system per code for office buildings. All drops and
finishes by Tenant.
 VII. LOADING
 
    
    Two (2) grade level 10 x 10 roll-up doors.
 VIII. 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
  
    
    Roof screen.
    
    Deck penetrations for mechanical equipment.
    
    Framing and finishes for interior stairs.
    
    Electrical panels and distribution.
    
    Security systems.
 17




---



##### 



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 companyTenant:
    
    CELL GENESYS, INC., a Delaware corporationLease Dated:
    
    January 7, 2002Premises:
 
 
 earliest  latest
 earliest  latest
  TENANT:
    
    
    
    LANDLORD:CELL GENESYS, INC.,
    
    
    
    F & S HAYWARD II, LLC,a Delaware corporation
    
    
    
    a Delaware limited liability companyBy:
    
    
    
    
    
    By:Its:
    
    
    
    
    
    Its:
 1




---



##### 



SCHEDULE III TO WORK LETTER AGREEMENT
  1




---



##### 



Exhibit C to Lease Agreement
 Rules & Regulations
 Exhibit C Exhibit C
         1




---



##### 



2




---



##### 



Exhibit D To Lease Agreement
  1




---



##### 



Exhibit E to Lease Agreement
 Hazardous Materials Disclosure Certificate
  Landlord:
 
   Contact Person, Title and Telephone Number(s):
 Contact Person for Hazardous Waste Materials Management and Manifests and TelephoneNumber(s):
 
  1




---



##### 



1.
    
    General Information:Describe the initial proposed operations to take place in, on, or about the Premises,
including, without limitation, principal products processed, manufactured or assembled
services and activities to be provided or otherwise conducted. Existing Tenants should
describe any proposed changes to on-going operations.
 
 2.
    
    Use, Storage and Disposal of Hazardous Materials
  Wastes
    
    Yes o
    
    No oChemical Products
    
    Yes o
    
    No oOther
    
    Yes o
    
    No o
  
  3.
    
    Storage Tanks and Sumps
  o o
  
 2




---



##### 



4.
    
    Waste Management
  o o
  o o
  5.
    
    Wastewater Treatment and Discharge
  
 
  5.5
 
  o o
  5.9
 
 6.
    
    Air Discharges
  3




---



##### 



o o
  
  Spray booth(s)
    
    
    
    Incinerator(s)Dip tank(s).
    
    
    
    Other (Please describe)Drying oven(s)
    
    
    
    No Equipment Requiring Air Permits
  
 7.
    
    Hazardous Materials Disclosures
  o o
   o o
  
 4




---



##### 



8.
    
    Enforcement Actions and Complaints
  o o
  
  o o
   o o
  
 5




---



##### 



9.
    
    Permits and Licenses
   
 CELL GENESYS, INC.,
a Delaware corporation:
 By:Title:Date:
 6




---



##### 



Exhibit F to Lease Agreement
  1




---



##### 



Exhibit G to Lease Agreement
  1




---



##### 



Exhibit H to Lease Agreement
 REQUIRED SURRENDER IMPROVEMENTS
                    2.
    
    Electrical
  1




---



##### 



3.
    
    Mechanical  HVAC
        2




---



##### 



4.
    
    Mechanical  Plumbing
        3




---



##### 



Exhibit I
 Subordination, Non-Disturbance and Attornment Agreement
  Recitals
 Exhibit A
  Agreement
    1




---



##### 



2




---



##### 



3




---



##### 



4




---



##### 



5




---



##### 



If to Tenant:
    
    If to Lender:with a copy to:
    
    with a copy to:
     Lender:
    
    Tenant:By:
    
    
    By:Name:
    
    
    Name:Title:
    
    
    Title:
 6




---



##### 



Landlord:
 By:Name:Title: 7




---



##### 



Exhibit A to
 Subordination, Non-Disturbance and Attornment Agreement
  1