exv10w14



 






Exhibit 10.14




OFFICE LEASE AGREEMENT




by and between




EXPONENT REALTY, LLC.




a Delaware limited liability company




(“Landlord”)




and




Corcept Therapeutics Incorporated,




a Delaware corporation




(“Tenant”)




For approximately




7,702




rentable square feet




at 149 Commonwealth Drive, Menlo Park, California




(“Premises”)




 









 






TABLE OF CONTENTS




	 	 	 	 	 
	1.
	 	Parties	 	1
	 
	 	 	 	 
	2.
	 	Premises	 	1
	 
	 	 	 	 
	3.
	 	Definitions	 	1
	 
	 	 	 	 
	4.
	 	Lease Term	 	3
	 
	 	A. Term	 	3
	 
	 	B. Commencement Date	 	3
	 
	 	C. Commencement Date Memorandum	 	4
	 
	 	D. Early Entry	 	4
	 
	 	E. Option To Extend	 	4
	 
	 	 	 	 
	5.
	 	Rent	 	4
	 
	 	A. Prorations	 	5
	 
	 	B. Periodic Adjustments	 	5
	 
	 	C. Determination of Monthly Base Rent During Extension Term	 	5
	 
	 	 	 	 
	6.
	 	Late Payment Charges	 	6
	 
	 	 	 	 
	7.
	 	Security Deposit	 	7
	 
	 	 	 	 
	8.
	 	Holding Over	 	7
	 
	 	 	 	 
	9.
	 	Tenant Improvements	 	7
	 
	 	 	 	 
	10.
	 	Condition of Premises	 	7
	 
	 	 	 	 
	11.
	 	Use of the Premises	 	7
	 
	 	A. Tenant’s Use	 	8
	 
	 	B. Compliance	 	8
	 
	 	C. Toxic Material	 	8
	 
	 	D. Transportation Systems Management	 	9
	 
	 	E. Rules and Regulations	 	9
	 
	 	 	 	 
	12.
	 	Quiet Enjoyment	 	10
	 
	 	 	 	 
	13.
	 	Alterations	 	10
	 
	 	 	 	 
	14.
	 	Surrender of the Premises	 	10






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	15.
	 	Operating Expenses	 	11
	 
	 	A. Payment by Tenant	 	11
	 
	 	B. Operating Expenses	 	11
	 
	 	C. Adjustment	 	13
	 
	 	D. Failure to Pay	 	14
	 
	 	 	 	 
	16.
	 	Taxes and Assessments	 	14
	 
	 	A. Payment by Tenant	 	14
	 
	 	B. Annual Assessments	 	14
	 
	 	C. Taxes Levied Against Tenant’s Alterations and Personal Property	 	14
	 
	 	D. Failure to Pay	 	15
	 
	 	 	 	 
	17.
	 	Utilities and Services	 	15
	 
	 	A. Services Provided by Landlord	 	15
	 
	 	B. Services Exclusive to Tenant	 	15
	 
	 	C. Hours of Service	 	15
	 
	 	D. Excess Usage by Tenant	 	15
	 
	 	E. Interruptions	 	15
	 
	 	F. After Hours HVAC	 	15
	 
	 	G. Paging	 	16
	 
	 	 	 	 
	18.
	 	Repair and Maintenance	 	16
	 
	 	A. Premises, Building and Outside Area	 	16
	 
	 	B. Control and Reconfiguration	 	17
	 
	 	C. Waiver	 	17
	 
	 	D. Compliance with Governmental Regulations	 	17
	 
	 	E. Repair Where Tenant at Fault	 	18
	 
	 	 	 	 
	19.
	 	Fixtures	 	18
	 
	 	 	 	 
	20.
	 	Liens	 	18
	 
	 	 	 	 
	21.
	 	Landlord’s Right to Enter the Premises	 	18
	 
	 	 	 	 
	22.
	 	Signs	 	18
	 
	 	 	 	 
	23.
	 	Insurance	 	18
	 
	 	A. Indemnification	 	18
	 
	 	B. Tenant’s Insurance	 	19
	 
	 	C. Landlord’s Insurance	 	19
	 
	 	D. Evidence of Insurance	 	19
	 
	 	E. Co-Insurer	 	19
	 
	 	F. Insurance Requirements	 	19






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	 	G. No Limitation of Liability	 	20
	 
	 	H. Landlord’s Disclaimer	 	20
	 
	 	I. Increased Coverage	 	20
	 
	 	 	 	 
	24.
	 	Waiver of Subrogation	 	20
	 
	 	 	 	 
	25.
	 	Damage or Destruction	 	20
	 
	 	A. Partial Damage — Insured	 	20
	 
	 	B. Partial Damage — Uninsured	 	20
	 
	 	C. Total Destruction	 	21
	 
	 	D. Tenant’s Election	 	21
	 
	 	E. Landlord’s Obligations	 	21
	 
	 	F. Damage Near End of Term	 	21
	 
	 	 	 	 
	26.
	 	Condemnation	 	21
	 
	 	A. Total Taking — Termination	 	21
	 
	 	B. Partial Taking	 	22
	 
	 	C. No Apportionment of Award	 	22
	 
	 	D. Temporary Taking	 	22
	 
	 	 	 	 
	27.
	 	Assignment and Subletting	 	22
	 
	 	A. Landlord’s Consent	 	22
	 
	 	B. Information to be Furnished	 	22
	 
	 	C. Landlord’s Alternatives	 	23
	 
	 	D. Proration	 	23
	 
	 	E. Executed Counterpart	 	23
	 
	 	F. Surrender of Lease	 	23
	 
	 	G. No Mortgages	 	23
	 
	 	H. Effect of Default	 	23
	 
	 	I. Permitted Transfers	 	23
	 
	 	 	 	 
	28.
	 	Sale Lease-Back	 	24
	 
	 	 	 	 
	29.
	 	Default	 	24
	 
	 	A. Tenant’s Default	 	24
	 
	 	B. Remedies	 	25
	 
	 	C. Landlord’s Default	 	26
	 
	 	 	 	 
	31.
	 	Notices	 	26
	 
	 	 	 	 
	33.
	 	Estoppel Certificates	 	27
	 
	 	 	 	 
	34.
	 	Transfer of the Project by Landlord	 	27






iii









 






	 	 	 	 	 
	35.
	 	Landlord’s Right to Perform Tenant’s Covenants	 	27
	 
	 	 	 	 
	36.
	 	Tenant’s Remedy	 	28
	 
	 	 	 	 
	37.
	 	Mortgagee Protection	 	28
	 
	 	 	 	 
	38.
	 	Brokers	 	28
	 
	 	 	 	 
	39.
	 	Acceptance	 	28
	 
	 	 	 	 
	40.
	 	Recording	 	28
	 
	 	 	 	 
	41.
	 	Modifications for Lender	 	28
	 
	 	 	 	 
	42.
	 	Parking	 	28
	 
	 	 	 	 
	43.
	 	Use of Property Name Prohibited	 	29
	 
	 	 	 	 
	44.
	 	Interest	 	29
	 
	 	 	 	 
	45.
	 	Quitclaim	 	29
	 
	 	 	 	 
	46.
	 	Security	 	29
	 
	 	     A. Landlord Reservations	 	29
	 
	 	     B. Tenant Prohibitions	 	29
	 
	 	     C. Security Regulations	 	29
	 
	 	 	 	 
	47.
	 	Right of First Refusal	 	30
	 
	 	 	 	 
	48.
	 	Ownership of Furniture and Fixtures	 	30
	 
	 	 	 	 
	49.
	 	General	 	31
	 
	 	     A.  Captions	 	31
	 
	 	     B.  Executed Copy	 	31
	 
	 	     C.  Time	 	31
	 
	 	     D.       Severability	 	31
	 
	 	     E.       Choice of Law	 	31
	 
	 	     F.       Interpretation	 	31
	 
	 	     G.       No Effect of Remeasurement	 	31
	 
	 	     H.        Binding Effect	 	31
	 
	 	     I.       Waiver	 	31
	 
	 	     J.       Entire Agreement	 	31
	 
	 	     K.       Authority	 	31
	 
	 	     L.       Exhibits	 	31






iv









 






	 	 	 	 	 
	EXHIBIT A PREMISES

	 	 	34	 
	 
	 	 	 	 
	EXHIBIT A-1 RIGHT OF FIRST REFUSAL SPACE

	 	 	35	 
	 
	 	 	 	 
	EXHIBIT B PROPERTY

	 	 	36	 
	 
	 	 	 	 
	EXHIBIT C TENANT IMPROVEMENTS WORK LETTER

	 	 	37	 
	 
	 	 	 	 
	EXHIBIT C-1 APPROVED PLANS AND SPECIFICATIONS

	 	 	40	 
	 
	 	 	 	 
	EXHIBIT D COMMENCEMENT DATE MEMORANDUM

	 	 	41	 
	 
	 	 	 	 
	EXHIBIT E RULES AND REGULATIONS

	 	 	42	 







v









 






OFFICE LEASE AGREEMENT




INFORMATION SHEET




(“INFORMATION SHEET”)




	 	 	 	 	 	 	 
	A.	 	 PARTIES
	 
	 	 	 	 	 	 
	 

	 	 1.
	 	 Landlord:
	 	 EXPONENT REALTY, LLC, a Delaware limited liability company
	 
	 	 	 	 	 	 
	 

	 	 2.
	 	 Tenant:
	 	 Corcept Therapeutics Incorporated, a Delaware corporation
	 
	 	 	 	 	 	 
	B.	 	 EFFECTIVE DATE	 	 May 23, 2005
	 
	 	 	 	 	 	 
	C.	 	 BASIC LEASE PROVISIONS
	 
	 	 	 	 	 	 
	 

	 	 1.
	 	 Premises:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	a. Address:
	 	 149 Commonwealth Drive, Suite 1170
Menlo Park, California 94025
	 
	 	 	 	 	 	 
	 

	 	 	 	b. Floor:
	 	 First Floor
	 
	 	 	 	 	 	 
	 

	 	 	 	c Total Building rentable area
(approx.):
	 	 153,736 square feet
	 
	 	 	 	 	 	 
	 

	 	 2.
	 	 Rentable Area and Load Factor:
	 	 7,702 rentable square feet
	 
	 	 	 	 	 	 
	 

	 	 	 	a. Useable Area (approx.)
	 	 6,697 useable square feet
	 
	 	 	 	 	 	 
	 

	 	 	 	b. Load Factor (approx.)
	 	 15%
	 
	 	 	 	 	 	 
	 

	 	 3.
	 	 Term:
	 	 Thirty (30) months [assuming that the Commencement Date is the
Estimated Commencement Date], commencing on the Commencement
Date and ending on December 31, 2007, as such term may be
extended or sooner terminated as provided in this Lease






-i-









 






	 	 	 	 	 	 	 
	 

	 	 4.
	 	 Estimated Commencement Date:
	 	July 1, 2005
	 
	 	 	 	 	 	 
	 

	 	 5.
	 	 Tenant’s Building Percentage:
	 	Four percent (4%)
	 
	 	 	 	 	 	 
	 

	 	 6.
	 	 Base Rent:
	 	One dollar eighty five ($1.85) per rentable square foot per
month full service for the entire lease term (or $14,248.70
monthly) with no annual increases.
	 
	 	 	 	 	 	 
	 

	 	 7.
	 	 Security Deposit:
	 	Fourteen thousand two hundred forty-eight dollars and seventy
cents ($14,248.70)
	 
	 	 	 	 	 	 
	 

	 	 8.
	 	 Base Year:
	 	2005 (2005-2006 fiscal year for Real Property Taxes)
	 
	 	 	 	 	 	 
	 

	 	 9.
	 	 Adjustments to monthly Base Rent:
	 	None
	 
	 	 	 	 	 	 
	 

	 	 10
	 	 Broker(s):
	 	Cushman & Wakefield of California, Inc. and The Staubach Company
	 
	 	 	 	 	 	 
	 

	 	 11
	 	 Address for Notices:	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	Landlord:
	 	Exponent Realty, LLC
149 Commonwealth Drive
Menlo Park, California 94025
Attn: Director of Corporate Facilities
	 
	 	 	 	 	 	 
	 

	 	 	 	Tenant:
	 	From and after the Commencement Date:
	 

	 	 	 	 	 	Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

Attn: Mark Strem
	 
	 	 	 	 	 	 
	 

	 	 12
	 	 TI Allowance:
	 	N/A






-ii-









 






OFFICE LEASE AGREEMENT




     1. Parties. THIS OFFICE LEASE AGREEMENT (“Lease”), effective as of the date
(“Effective Date”) set forth in section B of the Office Lease Agreement Information Sheet
(“Information Sheet”), is entered into by and between Exponent Realty, LLC, a Delaware limited
liability company (“Landlord”), and the entity set forth in section A.2. of the Information Sheet
(“Tenant”).



     2. Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, a portion of that certain Building located in the City of Menlo Park, County of San
Mateo, State of California containing the total rentable floor area set forth in section C.2. of
the Information Sheet, as more particularly shown on EXHIBIT A (“Premises”), and located at
the address, as designated in section C.1. of the Information Sheet, together with a right in
common to the Outside Area, as defined in Paragraph 3.K., of the Property, as defined in Paragraph
3.N. Tenant’s right to use the Outside Area shall be a right in common with other tenants of the
Property and is subject to the reasonable rules and regulations and changes therein from time to
time promulgated by Landlord governing the use of the Outside Area. The currently existing such
rules and regulations are set forth on EXHIBIT E.



     3. Definitions. The following initially capitalized terms shall have the following
meanings when used in this Lease:



               A. Alterations. Any alterations, additions or improvements made in, on or about the
Building or the Premises after the Commencement Date, including, but not limited to, lighting,
heating, ventilating, air conditioning, electrical, telecommunication cabling, partitioning,
drapery and carpentry installations.



               B. Building. That certain building on the Property, commonly known as 149
Commonwealth Drive, Menlo Park, California 94025, containing an aggregate rentable area in the
approximate amount set forth in section C.1.c. of the Information Sheet.



               C. CC&R’s. The declaration of covenants, conditions, restrictions and easements
contained in that certain Grant Deed dated May 12, 1965 established by David D. Bohannon and
Ophelia E. Bohannon and recorded on May 14, 1965 in Book 4953 at page 326 et. seq., of the Official
Records of San Mateo County, California, as they may be amended from time to time. Tenant hereby
acknowledges that it has received and read a copy of the present CC&R’s.



               D. City. The City of Menlo Park in the State of California.



               E. Commencement Date. The Commencement Date of this Lease shall be the first day of
the Lease Term determined in accordance with Paragraph 4.B.



               F. County. The County of San Mateo in the State of California.



               G. HVAC. Heating, ventilating and air conditioning.



               H. Interest Rate. Interest Rate shall have the meaning set forth in Paragraph 44.



               I. Landlord’s Agents. Landlord’s authorized agents, together with any partners and
any subsidiary, parent, and affiliate corporations, partnerships, limited liability partnerships or
limited liability companies of Landlord, and any directors, officers, shareholders, members,
managers, partners and employees of Landlord or of any such agents, partners, or subsidiary, parent
or affiliate corporations, partnerships, limited liability partnerships or limited liability
companies.



1









 





               J. Monthly Rent. The rent payable pursuant to Paragraph 5.A., as adjusted from time
to time pursuant to the terms of this Lease. Such amount includes monthly Base Rent (as defined in
section C.6 of the Information Sheet) and the Monthly Operating Expense Reimbursement, as provided
in such Paragraph 5.A(ii).



               K. Outside Area. All areas and facilities within the Property, but outside the
Building, provided and designated by Landlord for the general use and convenience of Tenant and
other tenants and occupants of the Building, including, without limitation, the parking areas,
access and perimeter roads, sidewalks, landscaped areas, service areas, trash disposal facilities,
and similar areas and facilities, and the exterior walls and windows of the Building, subject to
the reasonable rules and regulations and changes therein from time to time promulgated by Landlord
governing the use of the Outside Area. The current rules and regulations are set forth on
EXHIBIT E.



               L. Permitted Transferees. Such term has the meaning given to it in Section 27(i).



               M. Project. The Property, Building (including the Premises), and Outside Area.



               N. Property. That certain real property, described in EXHIBIT B upon which is
located the Building.



               O. Real Property Taxes. Any form of assessment, license, fee, rent tax, levy,
interest or penalty (unless a result of Tenant’s delinquency), or tax (other than net income,
estate, succession, inheritance, transfer or franchise taxes), imposed by any authority having the
direct or indirect power to tax, or by any city, county, state or federal government or any
improvement or other district or division thereof, whether such tax is: (i) determined by the
value or area of the Project or any part thereof (or any improvements now or hereafter made to the
Project or any portion thereof by Landlord, Tenant or other tenants) or the rent and other sums
payable hereunder by Tenant or by other tenants, including, but not limited to, any gross income
or excise tax levied by any of the foregoing authorities with respect to receipt of such rent or
other sums due under this Lease; (ii) upon any legal or equitable interest of Landlord in the
Project or any part thereof; (iii) upon this transaction or any document to which Tenant is a party
creating or transferring any interest in the Project; (iv) levied or assessed in lieu of, in
substitution for, or in addition to, existing or additional taxes against the Project whether or
not now customary or within the contemplation of the parties; (v) assessed for the purpose of
constructing or maintaining or reimbursing the cost of construction of any streets, utilities or
other public improvements; (vi) surcharged against the parking area; or (vii) levied upon any
personal property of Landlord, Tenant or other tenants located on or used exclusively in connection
with the operation of the Project. Notwithstanding anything to the contrary contained in this
Lease, Real Property Taxes shall not include any of the following tax or assessment expenses: (a)
gift taxes of Landlord or any federal, state or local income, sales or transfer tax, (b) penalties
and interest, other than those attributable to Tenant’s failure to comply timely with its
obligations pursuant to this Lease, (c) increases in Real Property Taxes (whether increases result
from increased rate, valuation, or both) attributable to additional improvements to the Premises
unless constructed for Tenant’s primary benefit or for the common benefit of Tenant and other
tenants in the Project, and (d) any Real Property Taxes in excess of the amount which would be
payable if such tax or assessment expense were paid in installments over the longest possible term.



               P. Rent. Monthly Rent plus any other amounts payable by Tenant under this Lease, all
other such amounts being additional rent hereunder for all purposes.



               Q. Sublet. Any assignment or transfer of any estate or interest in this Lease; any
subletting or parting with or sharing of the occupation, control, or possession of the Premises, or
of any part thereof or any right or privilege appurtenant thereto; allowing anyone to conduct
business at or from the Premises (whether as concessionaire, franchisee, licensee, permittee,
subtenant or otherwise); if Tenant is a corporation, any transfer of the effective voting control
of Tenant; if Tenant is a partnership or limited liability company, any transfer of forty percent
(40%) or more, in the aggregate, of the interests in either capital or profits of Tenant; any other
transfer by



2









 




voluntary or involuntary act or by operation of law (including by merger or
consolidation); or any attempt to do any of the foregoing.




               R. Subrent. Any consideration of any kind received, or to be received, by Tenant from
a subtenant if such sums are related to Tenant’s interest in this Lease or in the Premises,
including, but not limited to, bonus money and payments (in excess of fair market value) for
Tenant’s assets including its trade fixtures, equipment and other personal property, goodwill,
general intangibles, and any capital stock or other equity ownership of Tenant or for any services
provided by Tenant.



               S. Subtenant. The person or entity with whom a Sublet agreement is proposed to be or
is made.



               T. Tenant Improvements. Those certain improvements to the Premises to be constructed
by Tenant pursuant to EXHIBIT C.



               U. Tenant’s Agents. Tenant’s agents, employees, officers, directors, members,
partners, contractors, representatives, invitees and licensees.



               V. Tenant’s Building Percentage. The percentage determined by dividing the
approximate rentable square footage of the Premises by the approximate total rentable square
footage of the Building. Tenant’s Building Percentage is currently agreed to be the percentage set
forth in section C.5. of the Information Sheet.



               W. Tenant’s Personal Property. Tenant’s trade fixtures, furniture, equipment and
other personal property in the Premises.



               X. Term. The term of this Lease set forth in Paragraph 4.A., as it may be sooner
terminated under the terms hereof or as it may be extended hereunder pursuant to any options to
extend granted herein or by any written amendments to or extensions of this Lease.



     4. Lease Term.



               A. Term. The Term shall be the period set forth in section C.3. of the Information
Sheet, commencing on the Commencement Date, as defined below, and ending 5:00 p.m. on the last day
of such period, unless the Term is extended or sooner terminated, as hereinafter provided.



               B. Commencement Date. Commencement Date shall be defined to mean the earliest to
occur of the following:



                    (i) the date Tenant commences occupancy of any portion of the Premises for the conduct of its
business; or



                    (ii) the date upon which the Tenant Improvements have been Substantially Completed, as defined
in the Tenant Improvements Work Letter attached hereto as EXHIBIT C and incorporated by reference
herein (“Work Letter”), but in no event shall the Commencement Date occur prior to July 1, 2005.



               If Landlord fails to deliver the Premises to Tenant with the Tenant Improvements Substantially
Completed (excluding, however, items 6 and 7 in Section 1 of the Work Letter) by June 30, 2005 for
any reason other than due to a Tenant Delay (as defined in the Work Letter), (i) Landlord shall
reimburse Tenant for Tenant’s holdover rent amount for its current premises in the amount that is
above and beyond the existing base rent and expenses required to be paid by Tenant under its
current lease until the Commencement Date occurs, and Tenant shall not be obligated to pay any Rent
hereunder until the date that Landlord delivers possession of the Premises to Tenant with the
Tenant Improvements Substantially Completed (which date shall then be deemed the Commencement
Date). No such delay in the Commencement Date shall alter the validity of this Lease or the



3









 




obligations of Tenant hereunder. Notwithstanding anything to the contrary contained in this Lease,
if Landlord has not delivered the Premises to Tenant in the required condition by August 1, 2005,
excluding, however, items 6 and 7 in Section 1 of the Work Letter) Tenant shall have the right to
terminate this Lease as of such date, in which case neither party shall have any further rights or
obligations under this Lease and Landlord promptly shall refund to Tenant all sums paid by Tenant
to Landlord in connection with Tenant’s execution of this Lease.




               C. Commencement Date Memorandum. When the actual Commencement Date is determined, the
parties shall execute a Commencement Date Memorandum, in the form attached hereto as EXHIBIT
D, setting forth the Commencement Date and Expiration Date.



               D. Early Entry. Landlord shall permit Tenant to enter upon the Premises from and
after the date of full execution of this Lease for the purpose of commencing construction of the
Tenant Improvements, in accordance with the provisions of EXHIBIT C, installing its
furniture, fixtures and telephone, internet and data communications cabling and wiring or any other
purpose, excluding the conduct of its business; provided, however, that Tenant may occupy the
Premises for the purpose of conducting its business thereon from June 20, 2005 until the
Commencement Date. Such early entry shall be at Tenant’s sole risk and subject to all the terms and
provisions hereof, except for the payment of Rent which shall commence on the date set forth in
Paragraph 4.B. Landlord shall have the right to impose such additional reasonable conditions on
Tenant’s early entry as Landlord reasonably shall deem appropriate, and shall further have the
right to require that Tenant execute an early entry agreement in form reasonably satisfactory to
Tenant containing such conditions prior to Tenant’s early entry.



               E. Option To Extend.



                    (i) Conditions to Exercise of Option. Provided that Tenant is not in Default under
this Lease at the time of exercise of the option to extend or at the commencement of the extension
term, Tenant shall have the right to extend the Term of this Lease for an additional period of one
(1) year (“Extension Term”) commencing upon January 1, 2008.



                    (ii) Notice of Exercise. If Tenant elects to extend this Lease for the Extension
Term, Tenant shall deliver written notice (“Exercise Notice”) of its exercise to Landlord not
earlier than two hundred seventy (270) days prior to the Expiration Date of the initial Term of
this Lease and not less than one hundred eighty (180) days prior to the Expiration Date of the
initial Term of this Lease. Tenant’s failure to deliver the Exercise Notice in a timely manner
shall be deemed a waiver of Tenant’s rights to extend the Term of this Lease.



                    (iii) Terms of the Extension Term. The delivery of an Exercise Notice shall
constitute an irrevocable election by Tenant to extend the Term of the Lease upon the terms,
covenants and conditions set forth herein. The terms, covenants and conditions applicable to the
Extension Term shall be the same terms, covenants and conditions of this Lease except that (i)
Tenant shall not be entitled to any further option to extend after the Extension Term; (ii) the
Monthly Base Rent for the Extension Term shall be adjusted as provided in Paragraph 5.D.; and (iii)
no provisions relating to the initial delivery of the Premises to Tenant (including, but not
limited to, any TI Allowance provisions) shall be applicable to the Extension Term.



                    (iv) Extension Option Personal to Original Tenant. The option to extend granted to
Tenant pursuant to this Paragraph 4.E. shall not be assignable to any successor or assign of Tenant
except for a Permitted Transferee, and shall terminate at the option of Landlord, if, at any time
during the initial Term of this Lease, Tenant has subleased all or any portion of the Premises to
any other party except for a Permitted Transferee.



     5. Rent.



          Monthly Rent. Upon execution of this Lease by Tenant, Tenant shall prepay the first
month’s Base Rent. On or before the first day of each calendar month, without prior notice or
demand, deduction or offset,





4









 







Tenant shall pay Monthly Rent to Landlord, in lawful money of the
United States at the Office of the Landlord specified in section C.11. of the Information Sheet, or
to such other place or person as Landlord may designate in the manner set forth in Paragraph 31.
Monthly Rent shall consist of the sum of the following:




               (i) Base Rent. Base Rent in the amount specified in section C.6. of the Information
Sheet; and



               (ii) Monthly Operating Expense Reimbursement. Commencing on January 1, 2006, the
Monthly Operating Expense Reimbursement (“Monthly Operating Expense Reimbursement”) equal to one
twelfth (1/12) of Tenant’s Property Percentage of the amount by which Landlord’s estimate of the
Operating Expenses for the relevant calendar year of the Term exceeds the Base Year Operating
Expenses, as such terms are defined in Paragraph 15.



          A. Prorations. If the Commencement Date is not the first (1st) day of a month, or if
the termination date is not the last day of a month, a prorated monthly installment based on a
thirty (30) day month shall be paid for the fractional month during which this Lease commences or
terminates.




          B. Periodic Adjustments. INTENTIONALLY OMITTED.




          C. Determination of Monthly Base Rent During Extension Term.




               (i) Extension Term Initial Monthly Base Rent. The monthly Base Rent during the first
year of the Extension Term shall be equal to the greater of (i) ninety five percent (95%) of the
“Fair Market Rental Value” of the Premises for the first year of the Extension Term as of the first
day of the Extension Term determined as provided herein or (ii) the monthly Base Rent for the last
month of the initial Term of the Lease, as adjusted as provided in Paragraph 5.C. of this Lease and
section C.9. of the Information Sheet (as so determined pursuant to clause (i) or (ii) above) (the
“Extension Term Initial Monthly Base Rent”).



               (ii) Fair Market Rental Value. Fair Market Rental Value as used herein shall mean:
100% of the monthly base rent and other amounts new or renewal tenants (who do not have any below
market renewal rights) are then generally agreeing to pay under leases then being executed or
renewed for comparable, improved office space in the Highway 101/Menlo Park submarket for office
space. In determining the fair market rental value of the Premises during the Extension Term,
consideration shall be given to all relevant factors, including, without limitation, such factors
as credit-worthiness of the tenant, the duration of the term, any rental or other concessions
granted, whether a broker’s commission or finder’s fee will be paid, responsibility for Operating
Expenses. the uses of the Premises permitted under this Lease and the quality, condition, size,
design and location of the Premises. Notwithstanding anything to the contrary contained in this
Lease, the base year for the Extension Term shall be the calendar year in which the Extension Term
commences.



               (iii) Landlord and Tenant to Seek to Agree. Landlord and Tenant shall have thirty
(30) days after Landlord receives the Exercise Notice in which to seek to agree on the Extension
Term Initial Monthly Base Rent. If Landlord and Tenant agree on the Extension Term Initial Monthly
Base Rent during such thirty (30) day period (or at any time thereafter), they immediately shall
execute an amendment to this Lease confirming the Extension Term Initial Monthly Base Rent as so
agreed as the monthly Base Rent for the first year of the Extension Term.



               (iv) Selection of Brokers to determine the Extension Term Initial Monthly Base Rent.
If Landlord and Tenant are unable to agree on the Extension Term Initial Monthly Base Rent within
the thirty (30) day period, then within ten (10) days after the expiration of the thirty (30) day
period, Landlord and Tenant each, at its cost and by giving notice to the other party, shall
appoint a licensed commercial real estate broker with at least five (5) years’ full-time commercial
brokerage experience in the geographical area of the



5









 




Project (a “Broker”) to evaluate and set the
Extension Term Initial Monthly Base Rent. If either Landlord or Tenant does not appoint a Broker
within ten (10) days after the other party has given notice of the name of its Broker, the single
Broker appointed shall be the sole Broker and shall set the Extension Term Initial Monthly Base
Rent. If two (2) Brokers are appointed by Landlord and Tenant as stated in this Paragraph, they
shall meet promptly and attempt to set the Extension Term Initial Monthly Base Rent. If the two
(2) Brokers are unable to agree within thirty (30) days after the second Broker has been appointed,
they shall attempt to select a third Broker meeting the qualifications stated in this Paragraph
(with the additional qualification that such third Broker shall have had no prior, current, or
presently committed future business or personal relationship with either Landlord or Tenant) within
ten (10) days after the last day the two (2) Brokers are given to set the Extension Term Initial
Monthly Base Rent; provided, however, if the two Broker’s proposed Extension Term Initial Monthly
Base Rent figures are ten percent (10%) or less apart, the two figures shall be added together and
such total be divided by two to determine the Extension Term Initial Monthly Base Rent. If they
are unable to agree on the third Broker, either Landlord or Tenant, by giving ten (10) days’ notice
to the other party, can apply to the then Presiding Judge of the Superior Court of San Mateo County
for the selection of a third Broker who meets the qualifications stated in this Paragraph.
Landlord and Tenant each shall bear one-half (1/2) of the cost of appointing the third Broker and
of paying the third Broker’s fee.




               (v) Value Determined by Three (3) Brokers. Within thirty (30) days after the
selection of the third Broker, a majority of the Brokers shall set the Extension Term Initial
Monthly Base Rent. If a majority of the Brokers is unable to set the Extension Term Initial
Monthly Base Rent within the stipulated period of time, the three (3) evaluations shall be added
together and their total divided by three (3); the resulting quotient shall be the Extension Term
Initial Monthly Base Rent for the Premises. If the low evaluation is more than ten percent (10%)
lower than the middle evaluation, the low evaluation shall be disregarded; if the high evaluation
is more than ten percent (10%) higher than the middle evaluation, the high evaluation shall be
disregarded. If only one (1) evaluation is disregarded, the remaining two (2) evaluations shall be
added together and their total divided by two (2); the resulting quotient shall be the Extension
Term Initial Monthly Base Rent for the Premises. If both the low
evaluation and the high evaluation are disregarded as stated in this Paragraph, the middle
evaluation shall be the Extension Term Initial Monthly Base Rent for the Premises.



               (vi) Notice to Landlord and Tenant. After the Extension Term Initial Monthly Rent for
the first year of the Extension Term has been set, the Brokers shall notify Landlord and Tenant
immediately and Landlord and Tenant shall immediately execute an amendment to this Lease confirming
the Extension Term Initial Monthly Rent as so determined as the Monthly Rent for the first year of
the Extension.



     6. Late Payment Charges. TENANT ACKNOWLEDGES THAT LATE PAYMENT BY TENANT TO LANDLORD
OF RENT AND OTHER CHARGES PROVIDED FOR UNDER THIS LEASE WILL CAUSE LANDLORD TO INCUR COSTS NOT
CONTEMPLATED BY THIS LEASE, THE EXACT AMOUNT OF SUCH COSTS BEING EXTREMELY DIFFICULT OR
IMPRACTICABLE TO FIX. THEREFORE, IF ANY INSTALLMENT OF RENT OR ANY OTHER CHARGE DUE FROM TENANT IS
NOT RECEIVED BY LANDLORD WITHIN FIVE DAYS FOLLOWING THE DATE OF LANDLORD’S DELIVERY OF WRITTEN
NOTICE TO TENANT STATING THAT SUCH AMOUNT WAS NOT RECEIVED ON OR BEFORE THE DATE DUE, TENANT SHALL
PAY TO LANDLORD AN ADDITIONAL SUM EQUAL TO FIVE PERCENT (5%) OF THE AMOUNT OVERDUE AS A LATE
CHARGE. THE PARTIES AGREE THAT THIS LATE CHARGE REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THE
COSTS THAT LANDLORD WILL INCUR BY REASON OF THE LATE PAYMENT BY TENANT. SUCH LATE CHARGE SHALL BE
IN ADDITION TO, AND NOT IN LIEU OF, ANY INTEREST THAT MAY ACCRUE ON ANY SUCH OVERDUE AMOUNT
PURSUANT TO THE PROVISIONS OF PARAGRAPH 44.



Initials:




	 	 	 
	 /s/ MRG

	 	           /s/ FK
	 

	 	 
	Landlord

	 	Tenant






6









 






     7. Security Deposit. By execution hereof, Landlord acknowledges receipt of the sum
set forth in section C.7. of the Information Sheet from Tenant, as security for the faithful
performance by Tenant of all of the terms and conditions of this Lease to be kept and performed by
Tenant during the term hereof (“Security Deposit”). As the Monthly Rent is adjusted under the
provisions of this Lease, Tenant shall pay an additional amount to Landlord to maintain the amount
of the Security Deposit equal to the then effective Monthly Rent under this Lease. The Security
Deposit shall secure Tenant’s obligations hereunder to pay rent and all other sums due to Landlord
hereunder, to maintain the Premises and repair damages thereto as provided in this Lease, to
surrender the Premises to Landlord in clean condition and good repair upon termination of this
Lease and timely to discharge Tenant’s other obligations hereunder. Landlord may use and commingle
the Security Deposit with other funds of Landlord. If Tenant commits a Default hereunder, then
Landlord may, but without any obligation so to do, apply that portion of the Security Deposit
necessary to cure such Default and to reimburse Landlord for any sums incurred by Landlord as a
result of such Default. If Landlord does so apply any portion of the Security Deposit, Tenant,
within five (5) days after receipt of written demand by Landlord, shall pay to Landlord a
sufficient amount in cash to restore the Security Deposit to its full original amount. On the
expiration or earlier termination of this Lease, if Tenant has then fully performed all its
obligations hereunder, Landlord shall return the Security Deposit to Tenant not more than thirty
(30) days after Tenant has surrendered the Premises to Landlord in the condition required by this
Lease. If Landlord, prior to the expiration of the term of this Lease, sells or otherwise
transfers Landlord’s rights or interest under this Lease, Landlord shall deliver the Security
Deposit to the transferee, whereupon, Landlord shall have no further liability to Tenant concerning
the Security Deposit. In the event that the Security Deposit is delivered to Landlord in the form
of a letter of credit, to the extent permitted under this Lease, Landlord shall be entitled to draw
the entire
amount of such letter of credit in the event that such letter of credit is not extended for an
additional one year period by the issuing bank on or before the date that is thirty (30) days prior
to the expiration date thereof. In such event, Landlord shall hold such cash proceeds of the
applicable letter of credit as the Security Deposit hereunder.



     8. Holding Over. If Tenant remains in possession of all or any part of the Premises
after the expiration of the Term, with the consent of Landlord, such tenancy shall be from
month-to-month only and not a renewal hereof or any extension for any further term, and in such
case, Monthly Rent shall be increased to an amount equal to one hundred fifty percent (150%) of the
Monthly Rent paid during the last month of the Term and all other sums due hereunder shall be
payable in the amount and at the time applicable at the time of expiration and at the time
specified in this Lease and such month-to-month tenancy shall be subject to every other term,
covenant and agreement of this Lease, excluding any option to extend the Term. In addition, Tenant
shall defend, indemnify and hold Landlord, and Landlord’s Agents free and harmless from and against
any claim, loss, liability, expense or damage, including reasonable attorneys’ fees and costs,
arising out of Tenant’s failure to surrender the Premises at the expiration of the Term, including,
without limitation, any such damages resulting from Landlord’s inability to honor its commitments
to any other tenant for the Premises.



     9. Tenant Improvements. Landlord and Tenant agree to the terms and procedures for the
planning, construction and funding of the construction of the Tenant Improvements as set forth in
EXHIBIT C.



     10. Condition of Premises. By taking possession of the Premises, Tenant shall be
deemed to have accepted the Premises in “As Is” condition in good, clean and completed condition
and repair, subject to all applicable laws, codes and ordinances. Tenant acknowledges that, except
as expressly set forth in this Lease, neither Landlord nor Landlord’s Agents have made any
representations or warranties as to the suitability or fitness of the Premises or any other part of
the Project (including, without limitation, the intrabuilding network cabling) for the conduct of
Tenant’s business or for any other purpose, nor has Landlord or Landlord’s Agents agreed to
undertake any Alterations or construct any Tenant Improvements to the Premise except as expressly
provided in Exhibit C of this Lease.



     11. Use of the Premises.



7









 





          A. Tenant’s Use. Tenant shall use the Premises solely for general office purposes and
shall not use the Premises for any other purpose without obtaining the prior written consent of
Landlord, which Landlord may withhold in its sole and absolute discretion. Tenant agrees that the
Property is subject and this Lease is subordinate to the CC&R’s. Tenant acknowledges that it has
read the CC&R’s and knows the contents thereof. Throughout the Term, Tenant shall faithfully and
timely perform and comply with the CC&R’s and any modification or amendments thereof. Tenant shall
comply with all duly adopted rules, regulations and restrictions as may be adopted from time to
time by any committee established pursuant to the CC&Rs (“Association”). Any periodic or special
dues or Outside Area assessments of the Association shall be included within the definition of
Operating Expenses pursuant to Paragraph 15.B. and Tenant shall pay Tenant’s Property Percentage of
such amounts over the Base Year amounts as further set forth in Paragraph 15. Tenant shall defend,
indemnify and hold Landlord, and Landlord’s Agents free and harmless from and against any claim,
loss, liability, expense or damage, including reasonable attorneys’ fees and costs, arising out of
the actual or asserted failure of Tenant to perform or comply with the CC&R’s. Tenant shall not
permit or make any use of the Premises which will increase the existing rate of insurance upon the
Project, or cause the cancellation of any insurance policy covering the Project, or any part
thereof. If any insurance policy covering
the Project is canceled as a result of Tenant’s or Tenant’s Agent’s acts or omissions, then
Landlord, in addition to such remedies as Landlord may have under this Lease or pursuant to law or
equity, shall be entitled to reimbursement from Tenant within ten (10) days after receipt of
written demand therefor for the entire amount of any additional amount which must be paid for a new
insurance policy.




          B. Compliance. Tenant shall not use the Project or permit Tenant’s Agents to do
anything in or about the Project in conflict with any law, statute, zoning restriction, ordinance
or governmental law, rule, regulation or requirement of duly constituted public authorities now in
force or which may hereafter be in force, or the requirements of the Board of Fire Underwriters or
other similar body now or hereafter constituted relating to or affecting the condition, use or
occupancy of the Project. If any law, statute, zoning restriction, ordinance or governmental law,
rule, regulation or requirement of duly constituted public authorities requires any capital
improvement to the Premises or the Building solely as the result of Tenant’s particular use of the
Premises, then Tenant shall be responsible for the same (or at the election of Landlord, for
reimbursing Landlord for the cost of performing the same); provided, however, that if such capital
improvement is so required for any reason other than Tenant’s particular use of the Premises, then
Landlord shall be responsible for the same, at Landlord’s sole cost and expense, subject to
Landlord’s right to include such amounts as Operating Expenses on an amortized basis as provided in
Paragraph 15.B. Tenant shall not abandon the Premises; provided, however, that if Tenant vacates
the Premises while performing all of Tenant’s other obligations under this Lease, such vacation
shall not be deemed an abandonment and a Default hereunder. Tenant shall not commit any public or
private nuisance or any other act or practice which might or would disturb the quiet enjoyment of
any other tenant of Landlord or any occupant of nearby properties. Tenant shall place no loads
upon the floors, walls or ceilings in excess of the maximum designed load determined by Landlord or
which endanger the structure; nor place any harmful liquids in the drainage systems; nor dump or
store waste materials or refuse or allow such to remain outside the Building proper, except in the
enclosed trash areas provided. Tenant shall not store or permit to be stored or otherwise placed
any material of any nature whatsoever outside the Building. If as a result of any use or change in
use of the Premises by Tenant or any Alteration (including, without limitation, the Tenant
Improvements) made to the Premises by or on behalf of Tenant, any alterations are required to the
Premises, the Building or the Project (including, but not limited to, the Americans with
Disabilities Act, and any state or local building, fire or safety codes, ordinances or
regulations), Tenant shall be responsible for the same (or at the election of Landlord, for
reimbursing Landlord for the cost of performing the same).




     C. Toxic Material. Tenant, at its sole cost, shall comply with and cause Tenant’s
Agents to comply with all laws relating to the storage, use and disposal of hazardous, toxic or
radioactive matter, including those materials identified in Sections 66680 through 66685 of Title
22 of the California Administrative Code, Division 4, Chapter 30 (“Title 22”) as they may be
amended from time to time (collectively, “Toxic Materials”). If Tenant or Tenant’s Agents desire
to store, use or dispose of any Toxic Materials in, on or about the Premises (other than the
storage and use of reasonable quantities of customary office supplies), Tenant shall first request
and obtain Landlord’s approval to such proposed storage, use or disposal in writing, which request
must be made at least ten



8









 




(10) days prior to the storage, use or disposal thereof in, on or about
the Premises. Notwithstanding anything to the contrary contained in this Lease, Tenant shall be
permitted to use ordinary office and cleaning products in amounts reasonably necessary for Tenant’s
permitted use of the Premises (“Permitted Toxic Materials”), and Landlord hereby consents to such
use by Tenant. Whether or not Landlord is aware or approves of the storage, use or disposal of
any Toxic Material by Tenant or Tenant’s Agents, Tenant shall be solely responsible for and shall
defend, indemnify and hold Landlord and Landlord’s Agents harmless from and against all claims,
costs and liabilities, including reasonable attorneys’ fees and costs, arising out of or in
connection with the storage, use, generation, transportation, disposal or release of Toxic
Materials by Tenant or Tenant’s Agents, including without limitation, any such claims, costs,
damages and liabilities (including reasonable attorneys’ fees and costs) arising out of or in
connection with any investigation, testing, remediation, removal, clean-up and/or restoration
services, work, materials and equipment necessary to return the
Premises and any other property of whatever nature to their condition existing prior to the
storage, use, generation, transportation, disposal or release of Toxic Materials by Tenant or
Tenant’s Agents in, on or about the Premises or the Project, and to otherwise satisfactorily
investigate and remediate the contamination arising therefrom to the reasonable satisfaction of
Landlord and all governmental authorities. If at any time during or after the term of this Lease,
as it may be extended, Tenant becomes aware of any injury, investigation, administrative
proceeding, or judicial proceeding regarding the storage, use or disposition of any Toxic Materials
by Tenant or Tenant’s Agents on or about the Premises or the Project, Tenant shall within five (5)
days after first learning of such injury, investigation or proceeding give Landlord written notice
advising Landlord of same. Tenant acknowledges receipt of a copy of that certain June 1998
Focused Environmental Site Assessment, 149 Commonwealth Drive, Menlo Park, California, dated as of
August 16, 1998, prepared by The Gauntlett Group, LLC, together with all attachments thereto (“Site
Assessment”), that Landlord previously made available to Tenant, and which Tenant agrees to
maintain in confidence. In addition, Landlord utilizes Toxic Materials in the operation of its
business. Landlord represents and warrants to Tenant that Landlord uses all such Toxic Materials
in compliance with all applicable laws, rules, regulations and ordinances. Landlord shall be
solely responsible for, and Tenant hereby is released from, and Landlord shall defend, indemnify
and hold Tenant and Tenant’s Agents harmless from and against all claims, costs and liabilities,
including reasonable attorneys’ fees and costs, arising out of or in connection with the storage,
use, generation, transportation, disposal or release of Toxic Materials (including, without
limitation, the Toxic Materials disclosed in the Site Assessment) by any person other than Tenant
or Tenant’s Agents, including without limitation, any such claims, costs, damages and liabilities
(including reasonable attorneys’ fees and costs) arising out of or in connection with any
investigation, testing, remediation, removal, clean up and/or restoration services, work, materials
and equipment necessary to return the Premises and any other property of whatever nature to their
condition existing prior to the storage, use, generation, transportation, disposal or release of
Toxic Materials by any person other than Tenant or Tenant’s Agents in, on or about the Premises or
the Project, and to otherwise satisfactorily investigate and remediate the contamination arising
therefrom to the reasonable satisfaction of Tenant and all governmental au
thorities. The foregoing
indemnities shall survive the expiration or earlier termination of this Lease.




          D. Transportation Systems Management. Tenant shall comply with the requirements of
the City or County mandated parking or transportation systems management ordinances.




          E. Rules and Regulations. The Rules and Regulations for the Project in effect as of
the Effective Date are attached hereto as EXHIBIT E. Landlord reserves the right to adopt
or amend the Rules and Regulations from time to time in its reasonable discretion. Tenant agrees
that Tenant, its employees and agents and, to the extent Tenant can require the same, its invitees
and others over whom Tenant can reasonably be expected to exercise control, shall observe and
perform the Rules and Regulations as they may be amended or adopted. A breach of the Rules and
Regulations by Tenant or such persons shall constitute a Default under this Lease as if the Rules
or Regulations were contained in this Lease as covenants of the Tenant. Tenant acknowledges that
Landlord has no obligation to enforce, and shall have no liability for non-enforcement of, the
Rules and Regulations. Notwithstanding the foregoing, in the event of any inconsistency between
the Rules and Regulations and the provisions of this Lease, the provisions of this Lease shall
control, and Landlord shall not enforce the Rules and Regulations in a discriminatory manner.





9









 








     12. Quiet Enjoyment. Landlord covenants that Tenant, upon performing the terms,
covenants and conditions of this Lease, shall have quiet and peaceful possession of the Premises
as against any person claiming the same by, through or under Landlord.



     13. Alterations.Landlord hereby consents to Tenant’s design and construction of the Tenant Improvements, on
the terms and subject to the conditions of Exhibit C. Tenant shall not make or permit any
Alterations in, on or about the Premises without the prior written consent of Landlord, and
according to plans and specifications approved in writing by Landlord, which consent and approval
shall not be unreasonably withheld, conditioned or delayed. Landlord, at its sole option, may,
however, require as a condition to the granting of any such consent, where the cost of any
Alteration is estimated to be in excess of $15,000.00, that Tenant provide to Landlord, at Tenant’s
sole cost and expense, a lien and completion bond in an amount equal to one and one-half (11/2) times
any and all estimated costs of such intended improvements to the Premises, to insure Landlord
against any liability for mechanics’ and materialmen’s liens and to insure completion of the work.
Tenant shall, at its sole cost and expense, obtain all necessary permits and governmental
inspections and approvals required in connection with any Alterations. All Alterations shall be
installed at Tenant’s sole expense, in compliance with all applicable laws (including, but not
limited to, The Americans With Disabilities Act, and any state or local building, fire or safety
codes, ordinances or regulations), the Rules and Regulations and the CC&R’s, by a licensed
contractor reasonably acceptable to Landlord, shall be done in a good and workmanlike manner
conforming in quality and design with the Premises existing as of the Commencement Date, and shall
not diminish the value of the Project. In the event that any Alteration made by Tenant
necessitates the making of other alterations to the interior or exterior of the Building, the
Outside Area or elsewhere within the Project for purposes of complying with applicable laws
(including, but not limited to, The Americans With Disabilities Act, and any state or local
building, fire or safety codes, ordinances or regulations), Tenant shall undertake such additional
alterations at its sole cost and expense or shall, at Landlord’s option, reimburse Landlord for the
cost and expenses incurred with respect to such additional alterations required for purposes of
complying with applicable law as a result of Tenant’s Alterations. All Alterations made by Tenant
shall be and become the property of Landlord upon installation and shall not be deemed Tenant’s
Personal Property; provided, however, that Landlord may, at its option, at the time that Landlord
grants consent therefor, require that Tenant, at Tenant’s expense, prior to the expiration of the
Term of this Lease, remove any or all Alterations installed by Tenant and return the Premises to
their condition as of the Commencement Date of this Lease, Tenant Improvements and normal wear and
tear, acts of God, condemnation, Toxic Materials not stored, used, released or disposed of by
Tenant or Tenant’s Agents excepted and subject to the provisions of Paragraph 25. Notwithstanding
any other provisions of this Lease, Tenant shall be solely responsible for the maintenance and
repair of any and all Alterations made by it to the Premises. Tenant shall give Landlord written
notice of Tenant’s intention to perform any work on the Premises at least twenty (20) days prior to
the commencement of such work to enable Landlord to post and record an appropriate Notice of
Nonresponsibility or other notice deemed proper before the commencement of any such work.



     14. Surrender of the Premises. Upon the expiration or earlier termination of the
Term, Tenant shall surrender the Premises to Landlord in its condition existing as of the
Commencement Date, Tenant Improvements, Alterations that Landlord did not require to have removed
as a condition of installation, normal wear and tear, acts of God, Toxic Materials not stored,
used, released or disposed of by Tenant or Tenant’s Agents and fire or other insured casualty for
which Tenant is not otherwise obligated under the provisions of Paragraph 18 to repair excepted,
with all interior areas cleaned. Any damage or deterioration of the Premises shall not be deemed
ordinary wear and tear if Tenant was responsible to maintain the same under the provisions of
Paragraph 18 and if the same could have been prevented by good maintenance practices by Tenant.
Except as otherwise stated in this Lease, Tenant shall leave the air lines, power panels,
electrical distribution systems, lighting fixtures, air conditioning, window coverings, wall
coverings, carpets, wall paneling, ceilings, and plumbing on the Premises and in good operating
condition. Tenant shall prior to the expiration or termination of the Term remove from the
Premises at Tenant’s sole cost all of Tenant’s Alterations required to be removed pursuant to
Paragraph 13, and all Tenant’s Personal Property, including all voice, data, and security wiring
installed by Tenant if requested by Landlord, and repair any damage and perform any restoration
work caused or necessitated by any such removal. If Tenant fails to remove such Alterations and
Tenant’s Personal Property, and such failure continues after the termination of this



10









 




Lease,
Landlord may retain such property and all
rights of Tenant with respect to it shall cease, or Landlord may place all or any portion of
such property in public storage for Tenant’s account. Tenant shall be liable to Landlord for costs
of removal of any such Alterations and Tenant’s Personal Property and storage and transportation
costs of same, and the cost of repairing and restoring the Premises, together with interest at the
Interest Rate from the date of expenditure by Landlord until paid.




     15. Operating Expenses.



          A. Payment by Tenant. Commencing on January 1, 2006 and continuing thereafter during
the Term of this Lease, Tenant shall pay to Landlord, as Rent on a monthly basis as set forth in
Paragraph 5.A., one-twelfth (1/12) of Tenant’s Property Percentage of the amount by which
Landlord’s reasonable estimate of the Operating Expenses for each calendar year during the Term
(after the Base Year) are reasonably estimated by Landlord to exceed the Operating Expenses
incurred by Landlord for the Base Year, as such Base Year is specified in section C.8. of the
Information Sheet (“Base Year Operating Expenses”).




          B. Operating Expenses. The term “Operating Expenses” shall mean all expenses, costs
and disbursements (but not capital investment items except as otherwise expressly provided below,
or specific costs especially billed to and paid by specific tenants) of every kind and nature which
Landlord shall pay or become obligated to pay because of or in connection with the ownership,
maintenance, repair or operation of the Project and such additional building or Outside Area
facilities in subsequent years as may be determined by Landlord to be necessary or appropriate.
Operating Expenses shall include, but not be limited to, the following, all of which shall be
included in the Base Year:




               (i) Wages and salaries of all employees engaged in the operation, maintenance and security of
the Project, including taxes, insurance and benefits relating thereto; and the rental cost and
overhead of any office and storage space used to provide such services;



               (ii) All supplies and materials used in operation, repair and maintenance of the Project;



               (iii) Cost of all utilities, including surcharges, for the Project, including the cost of
water, sewer, gas, power, heating, lighting, air conditioning and ventilating for the Project;



               (iv) Cost of all maintenance and service agreements for the Project and the equipment thereon,
including but not limited to, security and energy management services, window cleaning, floor
waxing, elevator maintenance, janitorial service, engineers, gardeners, and trash removal services;



               (v) Cost of all insurance which Landlord or Landlord’s lender deems necessary or appropriate
for the Project such as the cost of “All-Risk” property insurance including, at Landlord’s option,
earthquake and flood coverage, insurance against loss of rents on an “All-Risk” basis, and a
lender’s loss payable endorsement in favor of any lenders with respect to the Project, and naming
Landlord and such lenders as insureds; and casualty and liability insurance applicable to the
Building, Property and Outside Area and Landlord’s personal property used in connection therewith,
naming Landlord and Landlord’s Agents as named or additional insureds;



               (vi) Cost of repairs and general maintenance (excluding repairs and general maintenance to the
extent then paid by proceeds of insurance or other third parties);



               (vii) A management fee of no more than three percent (3%) of annual gross rentals generated by
the Project (which management may be provided either by Landlord, affiliates of Landlord and/or by
third parties) (the “Management Fee”), and with any space in the Project utilized by Landlord
deemed to be leased at the rate of Monthly Rent under this Lease (on a rentable square foot basis);



11









 





               (viii) The costs of any additional services not provided to the Project at the Commencement
Date but thereafter provided by Landlord in its management of the Building, Property or Outside
Area;



               (ix) The cost of only those capital improvements (including interest) made to the Project
after the Effective Date that are (i) intended to reduce other Operating Expenses (as to which the
amortized cost to be included in Operating Expenses in any year shall be limited to the actual
reduction in Operating Expenses during such year as a result thereof or (ii) are required to be
made in order to conform to any changes subsequent to the Commencement Date in any applicable laws,
ordinances, rules, regulations or orders of any governmental agencies having jurisdiction over the
Building or which enhance in any material respect the general appearance or use of the Project or
any portion thereof, with the cost of such capital improvements described in clauses (i) and (ii)
above being amortized with interest at an annual rate of eight percent (8%) simple over the period
Landlord reasonably determines to be the useful life of the capital improvement, consistent with
applicable governmental requirements and generally accepted accounting principles consistently
applied, with Tenant paying Tenant’s Building Percentage of such amortization payment for each
month after such improvement is completed until the first to occur of the expiration of the Term or
the end of the term over which such costs are required to be amortized.;



               (x) Real Property Taxes, as that term is defined in Paragraph 16; and



               (xi) Assessments, dues and other amounts payable pursuant to the CC&R’s, including any and all
assessments and dues of the Association.



          The cost of additional or extraordinary services provided to Tenant and not paid or payable by
Tenant pursuant to other provisions of this Lease shall be payable by Tenant on a monthly basis.




          Operating Expenses shall not include:





	 	(a)	 	the cost of any additional or extraordinary services provided to
other tenants of the Building;
	 
	 	(b)	 	costs paid for directly by Tenant;
	 
	 	(c)	 	principal and interest payments on loans secured by deeds of trust
recorded against the Project;
	 
	 	(d)	 	real estate sales or leasing brokerage commissions; or
	 
	 	(e)	 	executive salaries of off-site personnel employed by Landlord
except for the charge (or pro rata share) of the manager of the Project (which
manager’s salary is not included within the Management Fee).
	 
	 	(f)	 	attorneys’ fees, leasing commissions, costs and disbursements and
other expenses incurred in connection with negotiations or disputes with Tenant,
other occupants, or prospective tenant or occupants;
	 
	 	(g)	 	renovating or otherwise improving, decorating, painting or
redecorating spaces for tenants or other occupants of the Project;
	 
	 	(h)	 	costs incurred due to violations by Landlord or any tenant of the
terms and conditions of any lease;
	 
	 	(i)	 	advertising and promotional expenditures;




12









 






	 	(j)	 	any fines or penalties incurred due to violations by Landlord of
any law or governmental rule or authority;
	 
	 	(k)	 	the cost of any items for which the Landlord is actually
reimbursed by condemnation proceeds, insurance carried (or required by this
Lease to be carried and not so carried) or by warranty or for which Landlord is
otherwise actually compensated;
	 
	 	(l)	 	costs for sculpture, painting or other objects of art;
	 
	 	(m)	 	charitable contributions;
	 
	 	(n)	 	any costs relating to Toxic Materials, asbestos and the like not
resulting from actions of Tenant;
	 
	 	(o)	 	costs incurred by Landlord due to the negligence or misconduct of
Landlord or its agents, contractors, licensees and employees or the violation by
Landlord or any tenants or other occupants of the terms and conditions of any
lease of space or other agreements including this Lease.





          The Landlord shall not recover under this Section 15 or elsewhere in this Lease any item of
cost more than once. In addition, notwithstanding anything to the contrary contained in this
Lease, Tenant’s Building Share of any deductible for earthquake or flood insurance shall not exceed
$10,000.00 per occurrence.




          C. Adjustment.




               (i) Projected Increases. Prior to or at any time after the commencement of each
calendar year during the Term following the Base Year, Landlord may provide Tenant with notice of
Landlord’s reasonable estimate of the amount by which the then current year’s Operating Expenses
are projected, if at all, to exceed the Base Year Operating Expenses (the “Projected Increase in
Operating Expenses”). Tenant shall thereafter during such year pay adjusted Monthly Rent which
shall include as the Monthly Operating Expense Reimbursement an amount equal to one-twelfth (1/12)
of Tenant’s Property Percentage multiplied by any Projected Increase in Operating Expenses.



               (ii) Accounting. Within ninety (90) days (or as soon thereafter as possible) after
the close of the Base Year, Landlord shall provide Tenant a statement of the Base Year Operating
Expenses. Within ninety (90) days (or as soon thereafter as possible) after the close of each
calendar year after the Base Year, Landlord shall provide Tenant a statement of (a) such year’s
actual Operating Expenses, (b) the Base Year Operating Expenses, (c) the amount, if any, by which
the actual Operating Expenses exceed the Base Year Operating Expenses (the “Actual Increase in
Operating Expenses”), (d) the amount equating to Tenant’s Property Percentage of any Actual
Increase in Operating Expenses and (e) the sum of any amounts theretofore paid by Tenant as Monthly
Operating Expense Reimbursements pursuant to Paragraph 5.A. with respect to such year. If the
amount set forth in clause (d) above exceeds the amount set forth in clause (e) above, Tenant shall
pay the amount of such excess to Landlord within fifteen (15) days after receipt of such statement,
which obligation shall survive the expiration or earlier termination of its Term of the Lease. If
the amount set forth in clause (e) above exceeds the amount set forth
in clause (d) above, Landlord shall credit the amount of such excess against the next accruing
payment(s) of Monthly Operating Expense Reimbursements or reimburse Tenant for same if this Lease
has terminated prior to the date such determination is made. If Tenant disputes the amount of the
Actual Increase in Operating Expenses stated in said statement, Tenant may designate, within sixty
(60)days after receipt of such statement, an independent certified public accountant to inspect
Landlord’s records, at Tenant’s sole cost. Tenant is not entitled to request that inspection,
however, if Tenant is then in Default under this Lease. The accountant shall be a member of a
nationally recognized accounting firm and shall not charge a fee based on the amount of the



13









 




Actual
Increase in Operating Expenses that the accountant is able to save Tenant by the inspection. Such
accountant and Tenant shall, at Landlord’s option, prior to the occurrence of any such inspection,
execute a confidentiality agreement in form reasonably acceptable to the parties thereto in which
such accountant and Tenant agree to maintain Landlord’s books and records and the results of such
inspection in confidence. Tenant shall give reasonable notice to Landlord of the request for
inspection, and the inspection shall be conducted in Landlord’s offices at a reasonable time or
times. If, after that inspection, Tenant still disputes the Actual Increase in Operating Expenses,
a certification of the proper amount shall be made, at Tenant’s expense, by Landlord’s independent
certified public accountant. That certification shall be final and conclusive. If any such
certification demonstrates that Landlord’s statement overstated the amount of the Actual Increase
in Operating Expenses, Landlord shall credit or reimburse the amount of Tenant’s Property
Percentage thereof against the next accruing payment(s) of Monthly Operating Expense Reimbursements
or reimburse Tenant for same if this Lease has terminated prior to the date such determination is
made. Such reimbursements are Tenant’s sole remedy for any error in such statement from Landlord.




               (iii) Proration. Tenant’s liability to pay Tenant’s Property Percentage of Operating
Expenses in excess of Base Year Operating Expenses shall be prorated on the basis of a 365-day year
to account for any fractional portion of a year included at the commencement or expiration of the
term of this Lease.



               (iv) Not Fully Occupied. Notwithstanding any other provision to the contrary, it is
agreed that if the Building, in total, is less than ninety-five percent (95%) occupied during all
or any portion of any calendar year (including, without limitation, the Base Year), an adjustment
shall be made in calculating the Operating Expenses for the Project for such year so that Tenant’s
Percentage of Operating Expenses in excess of the Base Year Operating Expenses shall be equivalent
to the Operating Expenses calculated as though the Building, in total, had been ninety-five percent
(95%) occupied during the entirety of such year.



               (v) Survival. Landlord and Tenant’s obligation to pay for or credit any increase or
decrease in payments pursuant to this Paragraph shall survive the expiration or termination of the
Term of this Lease.



          D. Failure to Pay. Failure of Tenant to pay any of the charges required to be paid
under this Paragraph 15. shall constitute a breach of this Lease and Landlord’s remedies shall be
as specified in Paragraph 29.B.




16. Taxes and Assessments.




          A. Payment by Tenant. Except as provided for in Paragraph 16.C., Real Property Taxes
for the Project shall be included within Operating Expenses pursuant to Paragraph 15.B.




          B. Annual Assessments. With respect to any taxes or assessments which may be levied
against or upon the Project, or which under the laws then in force may be evidenced by improvement
or other bonds or may be paid in annual installments, only the amount of such annual installment
(with appropriate proration for any partial year) and interest due thereon shall be included within
the computation of the annual taxes and assessments levied against the Project.




          C. Taxes Levied Against Tenant’s Alterations and Personal Property. In addition to
Tenant’s obligation to pay its Property Percentage of Operating Expenses over Base Year Operating
Expenses as provided in Paragraphs 15 and 16.A., (i) Tenant shall be responsible for and shall pay
to the taxing authority prior to






14









 







delinquency to the extent Tenant is billed directly, all Real
Property Taxes assessed with respect to or against Tenant, or any Alterations, improvements,
fixtures, equipment, facilities, furniture or other Personal Property owned by Tenant or placed,
installed or located within, upon or about the Premises by Tenant or at Tenant’s direction
(collectively “Personal Property Taxes”), and (ii) to the extent any Personal Property Taxes are
billed to Landlord and Landlord elects not to include such Personal Property Taxes in Operating
Expenses, Tenant shall be responsible for and shall pay to Landlord within ten (10) days after
notice from Landlord, the amount of such Personal Property Taxes so billed to Landlord. Tenant
shall provide Landlord with evidence of Tenant’s payment of the same upon Landlord’s request.




          D. Failure to Pay. Failure of Tenant to pay any of the charges required to be paid
under this Paragraph 16 shall constitute a Default, and Landlord’s remedies shall be as specified
in Paragraph 29.B.




     17. Utilities and Services.



          A. Services Provided by Landlord. Landlord shall provide heating, ventilation, air
conditioning, security, janitorial service, reasonable amounts of electricity for normal lighting
and office machines, water for reasonable and normal drinking and lavatory use, and replacement
light bulbs and/or fluorescent tubes and ballasts for standard overhead fixtures. All such costs
shall be included in Operating Expenses, pursuant to Paragraph 15.B.




          B. Services Exclusive to Tenant. Tenant shall pay for all telephone and other
utilities and services specially or exclusively supplied and/or metered exclusively to the Tenant,
together with any taxes thereon. Any such services that are not separately metered to the Premises
shall be included in Operating Expenses, pursuant to Paragraph 15.B.




          C. Hours of Service. Said services shall be provided during generally accepted
business days and hours or such other days or hours as may hereafter be set forth. Utilities shall
be provided on a twenty-four hour basis, subject to the provision of this Paragraph 17.




          D. Excess Usage by Tenant. Tenant shall not have connection to the utilities except
by or through existing outlets and shall not install or use machinery or equipment in or about the
Premises that uses excess water, lighting or power, or suffer or permit any act that causes extra
burden upon the utilities or services, including but not limited to security services,
over standard office usage for the Project. Landlord shall require Tenant to reimburse
Landlord for any excess expenses or costs that may arise out of a breach of this subparagraph by
Tenant. Landlord may, in its sole discretion, install at Tenant’s expense supplemental equipment
and/or separate metering applicable to Tenant’s excess usage or loading.




          E. Interruptions. There shall be no abatement of Rent and Landlord shall not be
liable in any respect whatsoever for the inadequacy, stoppage, interruption or discontinuance of
any utility or service due to riot, strike, labor dispute, breakdown, accident, repair or other
cause beyond Landlord’s reasonable control or in cooperation with governmental request or
directions. Notwithstanding anything to the contrary contained in this Lease, if any service
provided by Landlord pursuant to this Article 17 is interrupted as a result of the negligence or
willful misconduct of Landlord, its agents, employees or contractors, for more than five (5)
consecutive business days, Tenant’s obligation to pay Rent shall abate from the sixth business day
following the interruption until the date that any such service has been restored.




          F. After Hours HVAC. No additional charge will be levied by Landlord for occasional
after hour use of HVAC. Tenant will use bypass switches presently installed. In the event
additional HVAC is required for an individual area within the Premises, a separate HVAC unit with
check meter will be installed to record usage, at the sole expense of Tenant. Tenant will
reimburse Landlord at the rate charged by the utility company for this usage.





15









 








          G. Paging. The paging system is divided into sub-zones whereby Tenant will have the
ability to page personnel within the confines of the Premises. In the event of an emergency or
building evacuation, Landlord will have the capability to make paging announcements in the
Premises. Tenant shall not adjust, alter, or remove any Landlord paging system equipment at any
time.




     18. Repair and Maintenance.



          A. Premises, Building and Outside Area.




               (i) Maintenance and Repair; Landlord’s Obligations. Landlord shall keep the Project,
including the Premises, interior and exterior walls, roof, and common areas and the equipment,
whether used exclusively for Tenant or in common with Landlord or other tenants, in good condition
and repair; provided, however, Landlord shall not be obligated to paint, repair or replace wall
coverings, or to repair or replace any Tenant Improvements, Alterations, or any improvements that
are not ordinarily a part of the Building or are above then Building standards. Except as provided
in Paragraph 25, there shall be no abatement of Rent or liability of Tenant on account of any
injury or interference with Tenant’s business with respect to any improvements, alterations or
repairs made by Landlord to the Project or any part thereof. Landlord shall be responsible for
maintaining and repairing (a) the structural parts of the Building, which structural parts include
the foundation, roof and subflooring of the Premises, the basic plumbing, heating, ventilating, air
conditioning and electrical systems installed or furnished by Landlord, and (b) the Outside Area,
except for any damage to Premises, Building or Outside Area caused by the negligence or willful
acts or omissions of Tenant or of Tenant’s Agents, or by reason of the failure of Tenant to perform
or comply with any terms, conditions or covenants in this Lease, or caused by Alterations made by
Tenant or by Tenant’s Agents, which shall be Tenant’s responsibility. Except as otherwise provided
in Paragraph 15.B., all costs of repair and maintenance of the Project shall be included in the
Operating Expenses. With the exception of an
emergency, Landlord’s exercise of its maintenance obligations hereunder shall not unreasonably
interfere with Tenant’s use of the Premises, and shall not materially increase Tenant’s obligations
or diminish Tenant’s rights hereunder, or interfere with Tenant’s parking rights.



               (ii) Janitorial Services. Landlord shall cause janitorial service to be provided to
the Premises five (5) days a week, Sunday through Thursday, and the cost thereof shall be included
in Operating Expenses under the provisions of Paragraph 15.B. Coverage will not be provided on
holidays observed by Landlord.



               (iii) Tenant’s Obligations. Notwithstanding Landlord’s obligation to keep the
Premises in good condition and repair, Tenant shall be responsible for payment of the cost thereof
to Landlord as additional rent for that portion of the cost of any maintenance and repair of the
Premises, or any equipment (wherever located) that serves only Tenant or the Premises, to the
extent such cost is attributable to causes beyond normal wear and tear. Tenant shall be
responsible for the cost of painting, repairing or replacing wall coverings, and to repair or
replace any Tenant Improvements, Alterations and any other Premises improvements that are not
ordinarily a part of the Building or that are above then Building standards. Tenant may, at its
option, upon reasonable notice, elect to have Landlord, at Tenant’s cost, perform such maintenance
or repairs which are otherwise Tenant’s responsibility hereunder.



               (iv) Notice of Repairs Needed. Landlord shall not be liable for any failure to make
any of the repairs or to perform any maintenance unless the failure shall persist for an
unreasonable time after written notice of the need of the repairs or maintenance is given to
Landlord by Tenant.



               (v) No Abatement. There shall be no abatement of Rent and no liability of Landlord by
reason of any injury to or interference with Tenant’s business arising from the making of any
repairs, alterations or improvements in or to, or maintenance of, any portion of the Project, or
any fixtures, appurtenances and equipment therein provided Landlord makes reasonable efforts not to
unduly interfere with Tenant’s use and enjoyment of the Project, and Landlord’s actions pursuant to
this Section shall not materially increase Tenant’s



16









 




obligations or diminish Tenant’s rights
hereunder, or interfere with Tenant’s parking rights, with the exception of an emergency.




          B. Control and Reconfiguration. Landlord shall at all times have exclusive control of
the Building (other than the Premises) and the Outside Area and may at any time temporarily close
any part thereof and exclude and restrain anyone from any part thereof, and may change the design
configuration or location of the Building or the Outside Area. Without limiting the generality of
the foregoing statements, Landlord shall have the right, in Landlord’s sole discretion, from time
to time, to:




               (i) Make changes to the Building interior and exterior and Outside Area, including, without
limitation, changes in the location, size, shape, number, and appearance thereof, including but not
limited to the lobbies, cafeteria, windows, stairways, air shafts, elevators, escalators,
restrooms, driveways, parking spaces, parking areas, loading and unloading areas, entrances and
exits, direction of traffic, decorative walls, landscaped areas and walkways; however, Landlord
shall at all times provide the parking facilities required by law;



               (ii) Temporarily close any of the Outside Area for maintenance so long as reasonable access to
the Premises remains available;



               (iii) Add additional buildings and improvements to the Outside Area;



               (iv) Use the Outside Area while engaged in making additional improvements, repairs or
alterations to the Project, or any portion thereof;



               (v) Do and perform such other acts and make such other changes in, to or with respect to the
Outside Area and Project as Landlord may, in the exercise of sound business judgment, deem to be
appropriate; and



               (vi) Eliminate any of the additional services set forth on EXHIBIT F, except that
Landlord will provide Tenant with ninety (90) days’ prior written notice in the event that Landlord
intends to eliminate either telephone or security services.


Landlord shall further have the right to enter upon the Premises, as provided in Paragraph 21, for
the purpose of installing, maintaining, repairing, adjusting and making connections to any
utilities (including but not limited to plumbing, HVAC, electrical, telephone, and cable TV)
serving the Premises or other spaces in the Building or for gaining access to the structural
portions of the Building and making alterations thereto for the benefit of Tenant, Landlord or
other occupants of the Building. No such entry shall be considered a constructive or actual
eviction of Tenant, and Landlord shall have no liability to Tenant therefore, provided that
Landlord shall use commercially reasonable efforts to minimize interference with Tenant’s
operations, and Landlord’s exercise of the foregoing rights shall not materially increase Tenant’s
obligations or diminish Tenant’s rights hereunder, or interfere with Tenant’s parking rights with
the exception of an emergency.




          C. Waiver. Tenant waives the provisions of all laws, statutes or ordinances,
including Sections 1932(1), 1932(2), 1933(4), 1941 and 1942 of the California Civil Code and any
similar or successor law, which might now or at any time hereafter otherwise afford Tenant any
right to make repairs and deduct the expenses of such repairs from the Rent due under this Lease.




          D. Compliance with Governmental Regulations. Subject to the provisions of Paragraphs
10 and 11, Tenant shall, at its cost comply with, including the making by Tenant of any Alteration
to the Premises, all present and future regulations, rules, laws, ordinances, and requirements of
all governmental authorities (including, state municipal, county and federal governments and their
departments, bureaus, boards and officials) arising from the use or occupancy of, or applicable to,
the Project or privileges appurtenant thereto (including, but not limited to, The Americans With
Disabilities Act, and any state or local building, fire or safety codes, ordinances or
regulations).





17









 








          E. Repair Where Tenant at Fault. If all or part of the Project or the Premises
requires repair or becomes damaged or destroyed through any act or omission of Tenant or Tenant’s
Agents, Landlord may effect the necessary alterations, replacements or repairs at Tenant’s cost.




     19. Fixtures. Tenant shall, at its own expense, provide, install and maintain in good
condition all trade fixtures, equipment and other Tenant’s Personal Property required in the
conduct of its business in the Premises. All fixtures and improvements, other than Tenant’s trade
fixtures and equipment, which are installed or constructed upon or attached to the Premises by
either Landlord or Tenant shall become a part of the realty and belong to Landlord. If Tenant is
not then in Default, Tenant may, at the termination of this Lease, or at any other time, remove
from the Premises all trade fixtures, equipment and other Tenant’s Personal Property not
permanently affixed to the Premises. Upon removal, Tenant shall restore the Premises to its
original condition at the time of occupancy, Tenant Improvements and normal wear and tear, acts of
God, condemnation, Toxic Materials not stored, used, released or
disposed of by Tenant or Tenant’s Agents and Alterations with respect to which Landlord has
not reserved the right to require removal excepted, subject to the provisions of Paragraph 25.



     20. Liens. Tenant shall keep the Project free from any liens arising out of any work
performed, materials furnished or obligations incurred by or on behalf of Tenant and shall defend,
indemnify and hold the Project, Landlord and Landlord’s Agents free and harmless from and against
any lien, claim, cause of action, loss, liability, damage or expense, including reasonable
attorneys’ fees and costs, in connection with or arising out of any such lien or claim of lien.
Tenant shall cause any such lien imposed to be released of record by payment or posting of a proper
bond acceptable to Landlord within fifteen (15)days after receipt of written request by Landlord.
If Tenant fails to so remove any such lien within the prescribed fifteen (15) day period, then
Landlord may do so and Tenant shall reimburse Landlord upon demand. Such reimbursement shall
include all sums incurred by Landlord including Landlord’s reasonable attorneys’ fees, with
interest thereon at the Interest Rate.



     21. Landlord’s Right to Enter the Premises. Tenant shall permit Landlord and its
Agents to enter the Premises at all reasonable times and upon reasonable prior notice except in the
case of emergency to inspect the Premises, to post Notices of Nonresponsibility and similar
notices, “For Sale” signs, to show the Premises to interested parties such as prospective lenders
and purchasers, to make repairs or alterations to the Premises or the Building and any utility
system located therein, to discharge Tenant’s obligations hereunder when Tenant has failed to do so
within a reasonable time after written notice from Landlord, and at any reasonable time within one
hundred eighty (180) days prior to the expiration of the Term, to place upon the Premises ordinary
“For Lease” signs and to show the Premises to prospective tenants. The above rights are subject to
reasonable security regulations of Tenant, and to the fact that Landlord shall seek to exercise its
rights in a manner so as to minimize interference with Tenant’s business.



     22. Signs. Tenant shall not install any signs upon the exterior of the Premises or
the Project. At Tenant’s expense, Tenant shall have the right to install signage on the wall next
to their suite entrance after obtaining Landlord’s written consent, which shall not be unreasonably
withheld or delayed. Landlord will provide one line on a monument sign, at Landlord’s expense.



     23. Insurance.



          A. Indemnification. Tenant shall protect, defend, indemnify and hold Landlord and
Landlord’s Agents free and harmless from and against any and all damage, loss, liability or expense
including, without limitation, reasonable attorneys’ fees, expert witness fees and legal costs
suffered directly or indirectly or by reason of any claim, cause of action, suit or judgment
brought by or in favor of any person or persons for damage, loss or expense due to, but not limited
to, bodily injury and property damage sustained by such person or persons which arises out of, is
occasioned by or in any way attributable to (i) injury or damage occurring upon the Premises, (ii)
the use or occupancy of the Project or any part thereof and adjacent areas by the Tenant, (iii) the
acts or omissions of the Tenant, its agents or employees or any contractors brought onto the
Project by Tenant, except to the extent caused by the active negligence or willful misconduct of
Landlord or Landlord’s Agents. Landlord and






18









 







Tenant agree that the indemnity obligations assumed
herein and in other provisions of this Lease shall survive the expiration or earlier termination of
the Term of this Lease. In addition, in no event shall any indemnity set forth in this Lease
require the indemnifying party to indemnify the other for consequential (i.e., lost profits, lost
business opportunity) or punitive damages.




          B. Tenant’s Insurance. Tenant shall maintain in full force and effect at all times
during the Term (including any extension(s)), at its own expense, for the protection of Tenant and
Landlord, as their interests may appear, policies of insurance issued by a responsible carrier or
carriers, reasonably acceptable to Landlord, which afford the following coverages:




               (i) Worker’s Compensation — In accordance with state law.



               (ii) Commercial general liability insurance in an amount not less than Two Million and
no/100ths Dollars ($2,000,000.00) combined single limit for both bodily injury and property damage
which includes blanket contractual liability, broad form property damage, personal injury,
completed operations, and products liability naming Landlord as an additional insured.



               (iii) “All Risk” property insurance (including, without limitation, vandalism, malicious
mischief, inflation and sprinkler leakage endorsement) on Tenant’s Personal Property located on or
in the Premises together with any improvement or Alteration which Landlord is not obligated to
repair pursuant to Paragraph 25.E. Such insurance shall be in the full amount of the replacement
cost, as the same may from time to time increase as a result of inflation or otherwise.



          C. Landlord’s Insurance. During the Term Landlord shall maintain “All Risk” property
insurance (including, at Landlord’s option, inflation endorsement, sprinkler leakage endorsement,
and earthquake and flood coverage) on the Project, excluding coverage of the Tenant Improvements
and all Tenant’s Personal Property located on or in the Premises, in the amount of full replacement
value. At Landlord’s option, the coverage shall also include insurance against loss of rents on an
“All Risk” basis, including flood, in an amount equal to the Monthly Rent, and any other sums
payable under the Lease, for a period of at least twelve (12) months commencing on the date of
loss. Such insurance shall name Landlord as a named insured and may at Landlord’s option include
Landlord’s Agents as named insureds and lender’s loss payable endorsement(s) in favor of lenders
with respect to the Property. Landlord also shall carry comprehensive general liability insurance
in amounts carried by prudent owners of commercial/office projects in the geographical area of the
Project. The insurance premiums, including the premiums resulting from increases in the valuation
of the Project shall be included in Operating Expenses.




          D. Evidence of Insurance. Tenant shall deliver to Landlord, prior to Tenant’s entry
onto the Premises, certificates of insurance evidencing the insurance for the coverage specified in
Paragraph 23.B., with the limits not less than those specified therein. The certificates of
insurance shall include a statement providing that the insurer will endeavor to provide thirty (30)
days’ prior written notification to Landlord in the event of cancellation, and ten (10) days’
notice of cancellation for non-payment of premiums, with respect to any required coverage unless
comparable insurance is obtained from another carrier prior to the effective date of cancellation.




          E. Co-Insurer. If, on account of the failure of Tenant to comply with the foregoing
provisions, Landlord is adjudged a co-insurer by its insurance carrier, then, any loss or damage
Landlord shall sustain by reason thereof, including reasonable attorneys’ fees and costs, shall be
borne by Tenant and shall be immediately paid by Tenant upon receipt of a bill therefor and
evidence of such loss.




          F. Insurance Requirements. All insurance shall be in a form reasonably satisfactory to Landlord. All policies required
by Paragraph 23.B. shall be carried with companies that have a general policy holder’s rating of
not less than “A-” and a financial rating of not less than Class “VIII” in the most current edition
of Best’s Insurance Reports. All policies required by Paragraph 23.B. shall provide that the
policies shall not be





19









 







subject to material alteration or cancellation except after insurer’s
endeavor to provide thirty (30) days’ prior written notice to Landlord, and ten (10) days’ notice
of cancellation for non-payment of premiums, and they shall be primary as to Landlord. If Tenant
fails to procure and maintain the insurance required hereunder, Landlord may, but shall not be
required to, order such insurance at Tenant’s expense and Tenant shall reimburse Landlord. Such
reimbursement shall include all sums incurred by Landlord, including reasonable attorneys’ fees,
with interest thereon at the Interest Rate.




          G. No Limitation of Liability. Landlord makes no representation that the limits of
liability specified to be carried by Tenant under the terms of this Lease are adequate to protect
Tenant or Landlord, and in the event Tenant believes that any such insurance coverage called for
under this Lease is insufficient, Tenant shall provide, at its own expense, such additional
insurance as Tenant deems adequate.




          H. Landlord’s Disclaimer. Landlord and Landlord’s Agents shall not be liable for any
loss or damage to persons or property resulting from fire, explosion, falling plaster, glass, tile
or sheetrock, steam, gas, electricity, water or rain which may leak from any part of the Project,
or from the pipes, appliances or plumbing works therein or from the roof, street or subsurface or
whatsoever, unless caused by or due to the gross negligence or willful misconduct of Landlord or
Landlord’s Agents. Landlord and Landlord’s Agents shall not be liable for interference with the
light, air, or any latent defect in the Project. In no event whatsoever shall Landlord be liable
for losses attributable to interruption of telephone services. Tenant shall give prompt written
notice to Landlord in the case of a casualty, accident or repair needed in the Project.




          I. Increased Coverage. Not more than once during each calendar year during the Term,
within thirty (30) days after receipt of written demand, Tenant shall provide Landlord, at Tenant’s
expense, with such increased amount of existing insurance, and such other insurance as Landlord or
Landlord’s lender may reasonably require, to afford Landlord and Landlord’s lender adequate
protection.




     24. Waiver of Subrogation. Landlord and Tenant each hereby waive all rights of
recovery against the other on account of loss and damage occasioned to such waiving party for its
property or the property of others under its control to the extent that such loss or damage is
insured against under any insurance policies which may be in force at the time of such loss or
damage, but only to the extent of insurance proceeds actually received. Tenant and Landlord shall,
upon obtaining policies of insurance required hereunder, give notice to the insurance carrier that
the foregoing mutual waiver of subrogation is contained in this Lease and Tenant and Landlord shall
cause each insurance policy obtained by such party to provide that the insurance company waives all
right of recovery by way of subrogation against either Landlord or Tenant in connection with any
damage covered by such policy.



     25. Damage or Destruction.



          A. Partial Damage — Insured. If the Premises or the Building are damaged by any casualty which is covered or required to be
covered under the “All-Risk” insurance carried by Landlord pursuant to Paragraph 23.C., then
Landlord shall restore the damage, provided insurance proceeds are available to pay the full cost
of restoration (unless proceeds are not available due to Landlord’s failure to carry the required
insurance, in which case Landlord shall be obligated to pay the cost of restoration) and provided
such restoration can be completed within one hundred eighty (180) days after the commencement of
the work in the reasonable opinion of Landlord. In such event this Lease shall continue in full
force and effect, except that Tenant shall be entitled to a proportionate reduction of Rent while
such restoration for which Landlord is obligated hereunder takes place, such proportionate

reduction to be based upon the extent to which the damage and restoration efforts interfere with
Tenant’s use of the Premises.




          B. Partial Damage — Uninsured. If the Premises or the Building is damaged by a risk
not required to be covered by Landlord’s insurance, or the available proceeds of insurance are less
than the cost of restoration, or if the restoration cannot be completed within one hundred eighty
(180) days after the commencement





20









 





of work, in the reasonable opinion of Landlord, then Landlord
shall have the option either to: (i) repair or restore such damage, this Lease continuing in full
force and effect, but the Rent to be proportionately abated as provided in Paragraph 25.A.; or (ii)
give notice to Tenant at any time within thirty (30) days after such damage terminating this Lease
as of a date to be specified in such notice, which date shall be not less than thirty (30) nor more
than sixty (60) days after giving such notice. If notice of termination is given, this Lease shall
expire and all interest of Tenant in the Premises shall terminate on the date specified in the
notice and the Rent shall be reduced in proportion to the extent, if any, to which the damage
interferes with the use of the Premises by Tenant. All insurance proceeds for the Premises shall
be payable solely to Landlord, and Tenant shall have no interest in the proceeds.




          C. Total Destruction. If the Premises or the Building is totally destroyed or the
Premises or Building, as the case may be, cannot be restored as required herein under applicable
laws and regulations or due to the presence of hazardous factors such as earthquake faults,
chemical waste and similar dangers, notwithstanding the availability of insurance proceeds, this
Lease shall be terminated effective the date of the damage.




          D. Tenant’s Election. If the Premises are damaged by any casualty, or if any portion
of the Outside Area is damaged by a casualty to such an extent that the Premises is no longer
useable by Tenant, in Tenant’s reasonable opinion, and if, in Landlord’s reasonable opinion, such
casualty cannot be repaired or restored within one hundred eighty (180) days after commencement of
such work, then Tenant may, by written notice delivered to Landlord at any time within thirty (30)
days after such damage, terminate this Lease as of the future date specified in such notice, which
date shall not be less than thirty (30) nor more than sixty (60) days after the date of Tenant’s
delivery of such notice. If notice of termination is so given, this Lease shall expire and all
interests of Tenant and the Premises shall terminate on the date specified in the notice and the
Rent shall be reduced in proportion to the extent, if any, to which the damage interferes with the
use of the Premises by Tenant. All insurance proceeds for the Premises (excluding proceeds
covering Tenant’s Personal Property) shall be payable to Landlord, and Tenant shall have no
interest in the proceeds.




          E. Landlord’s Obligations. Landlord shall not be required to insure against or repair
any injury or damage by fire or other cause, or to make any restoration or replacement of any
paneling, decorations, partitions, railings, floor coverings, office fixtures or other items which
are Tenant Improvements, Alterations or Personal Property installed in the Premises by Tenant or at
the direct or indirect expense of Tenant. Tenant shall be required at Tenant’s sole cost and
expense, separately to insure the same and promptly to restore or replace same in the event of
damage. Except for
any abatement of Rent relating to the plan of restoration of damage for which Landlord is
obligated to repair hereunder, Tenant shall have no claim against Landlord for any damage suffered
by reason of any such damage, destruction, repair or restoration; nor shall Tenant have the right
to terminate this Lease as the result of any statutory provision now or hereafter in effect
pertaining to the damage and destruction of the Premises, except as expressly provided herein.




          F. Damage Near End of Term. Anything herein to the contrary notwithstanding, if more
than fifty percent (50%) of the Premises or the Building is destroyed or damaged during the last
twelve (12) months of the Term, then either Tenant or Landlord may, at its option, cancel and
terminate this Lease as of the date of the occurrence of the damage. If neither such party elects
to terminate this Lease, the repair of the damage shall be governed by the other provisions of this
Paragraph 25. If this Lease is terminated, Landlord may keep all the insurance proceeds resulting
from the damage, except for the proceeds which specifically insured Tenant’s Personal Property.




     26. Condemnation.



          A. Total Taking — Termination. If title to all of the Premises or so much thereof is
taken or appropriated for any public or quasi-public use under any statute or by right of eminent
domain so that reconstruction of the Premises will not, in Landlord’s and Tenant’s mutual opinion,
result in the Premises being reasonably suitable for Tenant’s continued occupancy for the uses and
purposes permitted by this Lease, this Lease




21









 







shall terminate as of the date that possession of the
Premises or part thereof be taken. A sale by Landlord to any authority having the power of eminent
domain, either under threat of condemnation or while condemnation proceedings are pending, shall be
deemed a taking under the power of eminent domain for all purposes of this Paragraph.




          B. Partial Taking. If any part of the Premises or the Building is taken and the
remaining part is reasonably suitable for Tenant’s continued occupancy for the purposes and uses
permitted by this Lease, this Lease shall, as to the part so taken, terminate as of the date that
possession of such part of the Premises or Building is taken. If the Premises is so partially
taken the Rent and other sums payable hereunder shall be reduced in the same proportion that
Tenant’s use and occupancy is reduced.




          C. No Apportionment of Award. No award for any partial or entire taking shall be
apportioned. Tenant assigns to Landlord its interest in any award which may be made in such taking
or condemnation, together with any and all rights of Tenant arising in or to the same or any part
thereof. Nothing contained herein shall be deemed to give Landlord any interest in or require
Tenant to assign to Landlord any separate award made to Tenant for the taking of Tenant’s Personal
Property, for the interruption to Tenant’s business, or its moving costs, or the unamortized cost
of any Alterations installed and paid for by Tenant, or for the loss of its good will.




          D. Temporary Taking. No temporary taking of the Premises shall terminate this Lease
or give Tenant any right to any abatement of Rent. Any award made to Tenant by reason of such
temporary taking shall belong entirely to Tenant and Landlord shall not be entitled to share
therein. Each party agrees to execute and deliver to the other all instruments that may be
required to effectuate the provisions of this Paragraph.




     27. Assignment and Subletting.



          A. Landlord’s Consent. Tenant shall not enter into a Sublet without Landlord’s prior
written consent, which consent shall not be unreasonably withheld, conditioned or delayed. Any
attempted or purported Sublet without Landlord’s prior written consent shall be void and confer no
rights upon any third person and, at Landlord’s election, shall terminate this Lease. Each
Subtenant shall agree in writing, for the benefit of Landlord, to assume, to be bound by, and to
perform and observe the terms, covenants and conditions of this Lease to be performed and observed
by Tenant. Every Sublet shall recite that it is and shall be subject and subordinate to the
provisions of this Lease, and that the termination of this Lease shall constitute a termination (at
the option of the Landlord) of every such Sublet. Notwithstanding anything contained herein, (i)
Tenant shall not be released from personal liability for the performance of any of the terms,
covenants and conditions of this Lease by reason of Landlord’s consent to a Sublet unless Landlord
specifically grants such release in writing (it being agreed that Landlord has no obligation to do
so), and (ii) the parties agree that it shall be reasonable for Landlord to withhold its consent to
any proposed Sublet when the proposed Subtenant is an occupant of the Property or is a third party
which is already involved in negotiations with Landlord to lease space in the Project, and in
either case Landlord has space available that is reasonably suited for such party’s needs. Without
limiting the generality of Landlord’s discretion in determining whether it is reasonable to
withhold consent for any requested Sublet, it shall be deemed reasonable for Landlord to withhold
such consent if the proposed Subtenant would use the Premises for any use other than for general
office purposes.




          B. Information to be Furnished. If Tenant desires at any time to Sublet the Premises
or any portion thereof, it shall first notify Landlord of its desire to do so and shall submit in
writing to Landlord: (i) the name of the proposed Subtenant; (ii) the nature of the proposed
Subtenant’s business to be carried on in the Premises; (iii) the terms and provisions of the
proposed Sublet and a copy of the proposed Sublet form containing a description of the subject
premises; and (iv) such financial information, including financial statements, as Landlord may
reasonably request concerning the proposed Subtenant. If Tenant requests Landlord’s consent to a
proposed Sublet, Tenant shall pay to Landlord, whether or not consent is ultimately given,
Landlord’s reasonable attorneys’ fees incurred in connection with such request.





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          C. Landlord’s Alternatives. At any time within ten (10) business days after
Landlord’s receipt of all the information specified in Paragraph 27.B., Landlord may, by written
notice to Tenant, elect: (i) to terminate this Lease as it relates to the Premises or, if less
than the Premises is the subject of the Sublet, that portion thereof so proposed to be Sublet by
Tenant as of the later of (x) the proposed effective date of such Sublet or (y) thirty (30) days
after the date Landlord is in receipt of the information specified in Paragraph 27.B.; (ii) to
consent to the Sublet by Tenant; or (iii) to refuse its consent to the Sublet. Landlord’s failure
to deliver such notice of election within such 10-business day period shall be deemed Landlord’s
consent to such Sublet.




          If Landlord consents to the Sublet, Tenant may thereafter enter a valid Sublet of the Premises
or portion thereof, upon the terms and conditions and with the proposed Subtenant set forth in the
information furnished by Tenant to Landlord pursuant to Paragraph 27.B.; provided, however, that
fifty percent (50%) of any excess of (I) the Subrent over (II) (A) the Monthly Rent required to be
paid by Tenant hereunder, (B) Tenant’s reasonable attorneys’ fees and brokerage commissions, in
each case, with the total of such amounts under this clause (B) applied on an amortized basis over
the term of the Sublet, and (C) and any then unamortized value of the applicable Tenant
Improvements, to the extent not reimbursed out of the TI Allowance, applied on an amortized basis
over the remainder of the Term, shall be paid to Landlord as and when received by Tenant. As used
immediately above, the
term “applicable Tenant Improvements” means the Tenant Improvements allocable to the space
that is subject to the applicable Sublet, based upon rentable square footage.




          D. Proration. If a portion of the Premises is Sublet, the pro rata share of the
Monthly Rent attributable to such partial area of the Premises shall be determined by Landlord by
dividing the Monthly Rent payable by Tenant hereunder by the total rentable square footage of the
Premises and multiplying the resulting quotient (the per rentable square foot rent) by the number
of rentable square feet of the Premises which are Sublet.




          E. Executed Counterpart. No Sublet shall be valid nor shall any Subtenant take
possession of the Premises until an executed counterpart of the Sublet agreement has been delivered
to Landlord.




          F. Surrender of Lease. The voluntary or other surrender of this Lease by Tenant, or a
mutual cancellation thereof, shall not work a merger, and shall, at the option of Landlord,
terminate all or any existing Sublets, or may, at the option of Landlord, operate as an assignment
to it of any or all such Sublets.




          G. No Mortgages. Tenant shall not pledge, hypothecate or encumber this Lease or
Tenant’s interest herein or in the Premises in any manner, including without limitation, by means
of any mortgage, deed of trust, security interest or assignment for security purposes, and any such
attempted pledge, hypothecation or encumbrance shall be void and constitute a Default under this
Lease.




          H. Effect of Default. Notwithstanding any provision of this Paragraph 27 to the
contrary, in the event of the occurrence of any uncured Default by Tenant in the performance of any
term or condition of this Lease, any right of Tenant at such time to seek to Sublet this Lease
pursuant to this Paragraph 27 and any obligations of Landlord to review any proposed Sublet or
exercise its rights under Paragraph 27.C. above shall be suspended, and any applicable period for
review or action by Landlord shall be tolled, until such Default is fully cured of no force or
effect.




          I. Permitted Transfers. Notwithstanding anything to the contrary contained in this
Lease, Tenant, without Landlord’s prior written consent, may sublet the Premises or assign this
Lease to: (i) a subsidiary, affiliate, division or entity controlling, controlled by or under
common control with Tenant; (ii) a successor entity related to Tenant by merger, acquisition,
consolidation, nonbankruptcy reorganization or government action; or (iii) a purchaser of
substantially all of Tenant’s assets (collectively “Permitted Transferees”); provided Tenant enters
into such a transaction in good faith and not for the purpose of indirectly entering into a Sublet
of this Lease with a person or entity other than a Permitted Transferee through a step transaction
or otherwise. Tenant shall not be




23









 







required to obtain Landlord’s consent thereof, nor shall
provisions of Paragraph 27.C. hereof apply; in no event shall such assignment or sublease release
Tenant from any liability for the performance of the obligations under this Lease, unless Landlord
shall have released Tenant in writing (it being agreed that Landlord has no obligation to do so).
Further, the requirements contained in the third and fourth sentences of Paragraph 27.A. shall
apply to all such transfers. For purposes of this
Lease, a transfer or issuance of Tenant’s stock over the New York Stock Exchange, the American
Stock Exchange, or NASDAQ or by virtue of a private placement with a venture capital firm or other
equity investor wherein such venture capital firm or other equity investor receives stock in Tenant
shall not be deemed an assignment, subletting or other transfer of this Lease or the Premises
requiring Landlord’s consent.




     28. Sale Lease-Back. Tenant acknowledges that Landlord may, at some time in the
future, finance the Property by means of a sale and lease back transaction (“Sale Lease-Back
Transaction”) in which Landlord would transfer its interest in the Project to a financing party, as
buyer, and in which such buyer would lease the Project back to Landlord. Tenant agrees that, in
the event of any such Sale Lease-Back Transaction, this Lease shall automatically become
subordinate to the leasehold interest created by the lease between such buyer and Landlord (the
“Master Lease”). In such event, this Lease shall thereafter be a sublease below the Master Lease.
Notwithstanding the automatic effect of such subordination, Tenant agrees to execute any
documentation reasonably required by such buying party to evidence such subordination.
Notwithstanding the foregoing, any such subordination of this Lease shall be subject to the
requirement that such buying entity shall have agreed, in form reasonably acceptable to Tenant,
that in the event of any termination of the Master Lease because of the default of Landlord
thereunder or because of the consensual agreement of Landlord and such buying party, this Lease
shall automatically become a direct lease between such buying party, as landlord, and Tenant, as
tenant.



     29. Default.



          A. Tenant’s Default. A default under this Lease by Tenant shall exist if any of the
following events shall occur (as applicable, a “Default”):




               (i) If Tenant fails to pay Rent or any other sum required to be paid hereunder within five (5)
days after the date of Tenant’s receipt of written notice from Landlord that such amount was not
received when due; or



               (ii) If Tenant fails to perform any term, covenant or condition of this Lease except those
requiring the payment of money, and Tenant shall have failed to cure such breach within twenty (20)
days after written notice from Landlord; provided, however, that if such failure by its nature
cannot reasonably be cured within the twenty (20) day period, then Tenant shall not be in Default
if Tenant promptly commences the performance of such cure within the twenty (20) day period and
diligently thereafter prosecutes the same to completion; or



               (iii) If Tenant shall have abandoned the Premise while in default of any other obligation
under this Lease; or



               (iv) In the event of a general assignment by Tenant for the benefit of creditors; the filing
of any voluntary petition in bankruptcy by Tenant or the filing of an involuntary petition by
Tenant’s creditors, which involuntary petition remains undischarged for thirty (30) days; the
employment of a receiver to take possession of substantially all of Tenant’s assets or any part of
the Premises, if such receivership remains undissolved for thirty (30) days after creation thereof;
the attachment, execution or other judicial seizure of all or substantially all of Tenant’s assets
or any part of the Premises, if such attachment or other seizure remains undismissed or
undischarged for thirty (30) days after the levy thereof; the admission by Tenant in writing of its
inability to pay its debts as they become due; the filing by Tenant of a petition seeking any
reorganization or arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation; the filing by Tenant of an answer
admitting or failing timely to contest a material allegation of a petition filed against Tenant in
any such proceeding; or, if within thirty (30) days after the



24









 




commencement of any proceeding
against Tenant seeking any
reorganization or arrangement, composition, readjustment, liquidation, dissolution or similar
relief under any present or future statute, law or regulation, such proceeding shall not have been
dismissed; or




               (v) The occurrence of any other event specifically stated to be a Default under the provisions
of this Lease.



          B. Remedies. Upon a Default, Landlord shall have the following remedies, in addition
to all other rights and remedies provided by law or otherwise provided in this Lease, to which
Landlord may resort cumulatively or in the alternative:




               (i) Landlord may continue this Lease in full force and effect, and this Lease shall continue
in full force and effect as long as Landlord does not terminate this Lease, and Landlord shall have
the right to collect Rent when due. During the period Tenant is in Default, Landlord may enter the
Premises and relet it, or any part of it, to third parties for Tenant’s account, provided that any
Rent in excess of the Monthly Rent due hereunder shall be payable to Landlord. 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 and redecorating
the Premises required by the reletting and like costs. Reletting may be for a period shorter or
longer than the remaining Term of this Lease. No act by Landlord other than giving written notice
to Tenant shall terminate this Lease.



               (ii) Landlord may by written notice terminate Tenant’s right to possession of the Premises at
any time and relet the Premises or any part thereof. 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. On
termination, Landlord has the right to remove all Tenant’s Personal Property and store same at
Tenant’s cost and to recover from Tenant:



          (a) the worth at the time of award of the unpaid Rent which had been earned at the time of
termination including interest at the Interest Rate;




          (b) the worth at the time of award of the amount by which the unpaid Rent which would have
been earned after termination until the time of award exceeds the amount of such rental loss that
Tenant proves could have been reasonably avoided, including interest at the Interest Rate;




          (c) the worth at the time of award of the amount by which unpaid Rent for the balance of the
term after the time of award exceeds the amount of such rental loss for the same period that Tenant
proves could be reasonably avoided, discounting such amount at the discount rate of the Federal
Reserve Bank of San Francisco at the time of award plus one percent (1%);




          (d) any other amount necessary to compensate Landlord for all the detriment proximately caused
by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of
things would be likely to result therefrom, including without limitation the following: (i) all
expenses for repairing or restoring the Premises, (ii) all brokers’ fees, advertising costs and
other expenses of repairing or restoring the Premises, (iii) all expenses in retaking possession of
the Premises, and (iv) reasonable attorneys’ fees, expert witness fees and court costs; and




          (e) as used in subparagraphs (a) through (c) above, the term “time of award” shall mean the
date of entry of a judgment or award against Tenant in an action or proceeding arising out of
Tenant’s breach of this Lease.




          Tenant waives redemption or relief from forfeiture under California Code of Civil Procedure
Sections 1174 and 1179, 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.




25









 








               (iii) Landlord may, with or without terminating this Lease, re-enter the Premises and remove
all persons and property from the Premises; such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant. No re-entry or taking
possession of the Premises by Landlord pursuant to this Paragraph shall be construed as an election
to terminate this Lease unless a written notice of such intention is given to Tenant.



          C. Landlord’s Default. Landlord shall not be deemed to be in default in the
performance of any obligation required to be performed by it hereunder unless and until it has
failed to perform such obligation within twenty (20) days after receipt of written notice by Tenant
to Landlord specifying the nature of such default; provided, however, that if the nature of
Landlord’s obligation is such that more than twenty (20) days are required for its performance,
then Landlord shall not be deemed to be in default if it shall commence such performance within
such twenty (20) day period and thereafter diligently prosecute the same to completion.




     30. Subordination. This Lease is and shall automatically be subject and subordinate
to all mortgages and deeds of trust (collectively, “Encumbrance”) which may now or hereafter affect
the Premises, to the CC&R’s and to all renewals, modifications, consolidations, replacements and
extensions thereof; provided, however, (i) if the holder or holders of any such Encumbrance
(“Holder”) shall require that this Lease be prior and superior thereto, then upon written notice
from Holder to Tenant this Lease shall be automatically prior and superior to the lien of such
Encumbrance without regard to the sequence of recordation, and (ii) any such subordination shall be
subject to the requirement that such Holder agree not to disturb Tenant’s rights under this Lease,
so long as Tenant is not in Default under the provisions of this Lease; it shall be a condition of
any such subordination that Holder execute a nondisturbance and attornment agreement (“Attornment
Agreement”), containing terms and conditions reasonably acceptable to Tenant, incorporating the
foregoing provision. Within ten (10) business days after Landlord or Holder’s written request,
Tenant shall execute any and all documents reasonably requested by Landlord or Holder to further
effectuate and evidence such subordination of this Lease to any lien of the Encumbrance or to
evidence the Holder’s election that this Lease be prior and senior to the Encumbrance. Subject to
the obligation of Holder to execute an Attornment Agreement pursuant to the provisions hereof,
Tenant hereby attorns and agrees to attorn to the Holder and any person purchasing or otherwise
acquiring the Premises at any sale or other proceeding or pursuant to the exercise of any other
rights, powers or remedies under such Encumbrance, which obligation to attorn shall survive any
foreclosure of any Encumbrance; and Tenant agrees within ten (10) business days after request of
Holder or any such other person to execute an Attornment Agreement meeting the conditions set forth
above and otherwise recognizing Holder or such other person as Landlord under this Lease and
acknowledging that this Lease is and shall remain in full force and effect and binding upon Tenant
notwithstanding any foreclosure of such Encumbrance. Tenant acknowledges that, as of the date of
this Lease, the Property is subject to the lien of a deed of trust for the benefit of Wells Fargo
Bank, National Association (“Wells”). Landlord shall use commercially reasonable efforts to cause
Wells to execute an Attornment Agreement with Tenant meeting the conditions set forth above and
otherwise in Wells’ then existing commercially reasonable form of such document not later than the
Commencement Date.



     31. Notices. Every notice to be given by any party to any other party with respect
hereto, shall be in writing and shall not be effective for any purpose unless the same shall be
delivered to the addressee personally, by a reputable express delivery service, a recognized
overnight air courier service, or United States certified mail, return receipt requested, addressed
to the respective parties at the addresses set forth in section C.11. of the Information Sheet, or
to such other address as either party may from time to time designate by notice to the other
given in accordance with this Paragraph. All notices shall be effective (i) when delivered locally
by hand or by a reputable express delivery service (ii) one business day after deposit with a
recognized overnight air courier service or (iii) five business days after having been sent by
certified mail, return receipt requested.



     32. Attorneys’ Fees. In the event Landlord engages an attorney to pursue the recovery
of any Rent owed by Tenant hereunder (whether or not any action or legal proceeding is ultimately
filed) or if either party brings any action or legal proceeding for damages for an alleged breach
of any provision of this Lease, to recover Rent or other



26









 





          sums due, to terminate the tenancy of the
Premises or to enforce, protect or establish any term, condition or covenant of this Lease or right
of either party, the prevailing party shall be entitled to recover as a part of such action or
proceedings, or in a separate action brought for that purpose, reasonable attorneys’ fees and
costs, including expert witness fees (and without regard to whether or not such action or
proceedings are pursued to judgment).




     33. Estoppel Certificates. Tenant shall within ten (10) business days following
written request by Landlord:



               (i) Execute and deliver to Landlord any documents, including estoppel certificates, in a
reasonable form prepared by Landlord (a) certifying the date of commencement of this Lease, (b)
certifying that this Lease is unmodified and in full force and effect or, if modified, stating the
nature of such modification and certifying that this Lease, as so modified, is in full force and
effect, (c) stating the dates to which Rent and any other amounts payable hereunder have been paid
and the amount of any unforfeited security deposit then held by Landlord, (d) certifying that no
Defaults exist as of such date, or, if there are any Defaults, stating the nature of such Defaults,
(e) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of
Landlord, or, if there are uncured defaults on the part of the Landlord, stating the nature of such
uncured defaults, (f) acknowledging that Tenant does not have any claim or right of offset against
Landlord (or if Tenant does have any such claim or right of offset, the nature of such claim or
right of offset), and (g) setting forth such other matters as may reasonably be requested by
Landlord. Tenant’s failure to deliver an estoppel certificate within ten (10) business days after
delivery of Landlord’s written request therefor shall be conclusive upon Tenant (a) that this Lease
is in full force and effect, without modification except as may be represented by Landlord, (b)
that there are now no uncured defaults in Landlord’s performance, (c) that no Rent has been paid in
advance and no security deposit is held by Landlord, (d) that Tenant has no claims or rights of
offset against Landlord, (e) that no Defaults then exist, and (f) that such other matters as were
set forth in such estoppel certificate as prepared by Landlord are true and correct; provided
further, that such failure shall constitute a breach of this Lease and, subject to the provisions
of Section 29.A., Landlord’s remedies shall be as specified in Section 29.B.



               (ii) Deliver to Landlord the current financial statements of Tenant, and financial statements
of the two (2) years prior to the current financial statements year, with an opinion of a certified
public accountant, including a balance sheet and profit and loss statement for the most recent
prior year, all prepared in accordance with generally accepted accounting principles consistently
applied, provided, however, that Landlord shall not request the foregoing more than once during
each calendar year of the Term. Landlord agrees to maintain any such statements in confidence
other than to disclose them to the applicable lender or potential buyer who has requested them, or
as may be required by law.



     34. Transfer of the Project by Landlord. In the event of any conveyance of the
Project or the Building and assignment by Landlord of this Lease, Landlord shall be and is hereby
entirely released from all liability under any and all of its covenants and obligations contained
in or derived from this Lease occurring or accruing after the date of the conveyance and
assignment, and Tenant agrees to attorn to such transferee, except in the event of a Sale
Lease-Back Transaction, in which event this Lease will remain in full force and effect as a
sublease between Landlord and Tenant as contemplated in Paragraph 28. Notwithstanding anything to
the contrary contained in this Lease, Landlord shall not be relieved of its obligations under this
Lease unless and until any assignee of or the successor in interest to Landlord’s interest in this
Lease assumes in writing the obligations of Landlord occurring on and after the effective date of
the transfer.



     35. Landlord’s Right to Perform Tenant’s Covenants. If Tenant fails to make any
payment or perform any other act on its part to be made or performed under this Lease, Landlord
after fifteen (15) days’ written notice may, but shall not be obligated to, and without waiving or
releasing Tenant from any obligation of Tenant under this Lease, make such payment or perform such
other act to the extent Landlord may deem desirable, and in connection therewith, pay expenses and
employ counsel. All sums so paid by Landlord and all penalties, interest and costs in connection
therewith shall be due and payable by Tenant on the next business day after Landlord’s



27









 




delivery to
Tenant of written notice of any such payment by Landlord, together with interest thereon at the
Interest Rate from such date to the date of payment by Tenant to Landlord, plus collection costs
and reasonable attorneys’ fees. Landlord shall have the same rights and remedies for the
nonpayment thereof as in the case of Default in the payment of Rent.




     36. Tenant’s Remedy. The obligations of Landlord under this Lease do not and shall
not constitute personal obligations of Landlord or any of Landlord’s Agents, and Tenant agrees that
it shall look solely to the real estate that is the subject of this Lease, and the sales, rental,
insurance and condemnation proceeds therefrom, and to no other assets of Landlord or Landlord’s
Agents for satisfaction of any liability that may now or hereafter arise in respect of this Lease
and will not seek recourse against Landlord or Landlord’s Agents or any of their personal assets
for such satisfaction.



     37. Mortgagee Protection. If Landlord defaults under this Lease, Tenant shall, if
earlier requested by Landlord or any lender with respect to the Project, notify by registered or
certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage covering the
Premises and 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.



     38. Brokers. Landlord and Tenant warrant and represent for the benefit of the other
that it has had no dealings with any real estate broker or agent in connection with the negotiation
of this Lease, except for the broker(s) specified in section C.10. of the Information Sheet, and
that it knows of no real estate broker or agent who is or might be entitled to a commission in
connection with this Lease. Landlord shall pay any commission or other compensation owing to such
specified broker(s) in section C.10. pursuant to their separate written agreement. Landlord and
Tenant agree to defend, indemnify and hold the other and its Agents free and harmless from and
against any and all liabilities or expenses, including reasonable attorneys’ fees and costs,
arising out of or in connection with claims made by any broker or individual not specified in
section C.10. of the Information Sheet for commissions or fees resulting from Tenant’s execution of
this Lease.



     39. Acceptance. Delivery of this Lease, duly executed by Tenant, constitutes an offer to lease the Premises,
and under no circumstances shall such delivery be deemed to create an option or reservation to
lease the Premises for the benefit of Tenant. This Lease shall only become effective and binding
upon full execution hereof by Landlord and delivery of a signed copy to Tenant.



     40. Recording. Neither party shall record this Lease nor a short form memorandum
thereof.



     41. Modifications for Lender. If, in connection with obtaining financing for the
Project, or any portion thereof, Landlord’s lender shall request reasonable modifications 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 adversely affect Tenant’s rights or
increase Tenant’s obligations hereunder.



     42. Parking. Tenant shall have the right to park in the Project’s parking facilities
in common with Landlord’s employees and the other tenants of the Building (except for those parking
spaces that have been reserved for Landlord, other tenants of the Project, handicapped parking and
certain parking spaces designated for Landlord’s company vehicles and contractor vehicles) upon
terms and conditions, as may from time to time be reasonably established by Landlord and in
accordance with any parking control or monitoring devices from time to time installed or
implemented by Landlord. Tenant shall not overburden the parking facilities and shall not use more
than four (4) parking space per one thousand (1,000) rentable square feet of the Premises. Tenant
also agrees to cooperate with Landlord and other tenants in the use of the parking facilities.
Landlord reserves the right, in its discretion, to allocate and assign parking spaces among Tenant
and the other tenants or to restrict the use of certain parking spaces for certain tenants and to
install or otherwise implement parking control or monitoring devices for the parking facilities.
Tenant shall establish and maintain during the Term hereof a program to encourage maximum use of
public transportation by personnel of Tenant employed on the Premises, including without



28









 




limitation, the distribution to such employees of written materials explaining the convenience and
availability of public transportation facilities adjacent or proximate to the Building, staggering
working hours of employees, and encouraging use of such facilities, all at Tenant’s sole reasonable
cost and expense. Tenant agrees to comply with any lawful regulation or ordinance of the City of
Menlo Park or the County of San Mateo respecting transportation management in those jurisdictions,
related to the conduct of Tenant’s business within the Premises.




     43. Use of Property Name Prohibited. Tenant shall not employ the term “149
Commonwealth Drive” in the name or title of its business or occupation without Landlord’s prior
written consent.



     44. Interest. Any Rent or other amount not paid by Tenant to Landlord within five
(5) days after the date otherwise due hereunder shall bear interest at the lesser of (i) the rate
of eight percent (8%) per annum or (ii) the maximum rate permitted by applicable law (with such
rate of interest sometimes referred to herein as the “Interest Rate”) from the date due until paid.



     45. Quitclaim.



     Upon any termination of this Lease, Tenant, at Landlord’s request, shall execute, have
acknowledged and deliver to Landlord a quitclaim deed for all Tenant’s interest in the Project.



46. Security.




          A. Landlord Reservations. Landlord shall have the following rights:




               (i) To change the name, address or title of the Project or Building upon not less than ninety
(90) days prior written notice;



               (ii) To, at Tenant’s expense, provide and install Building standard graphics on the door of
the Premises and such portions of the Outside Area as Landlord shall reasonably deem appropriate;



               (iii) To permit any tenant the exclusive right to conduct any business as long as such
exclusive right does not conflict with any rights expressly given to Tenant herein;



               (iv) To place such signs, notices or displays as Landlord reasonably deems necessary or
advisable upon the roof, exterior of the Building or the Project or on pole signs in the Outside
Area.



          B. Tenant Prohibitions. Tenant shall not:




               (i) Use a representation (photographic or otherwise) of the Building or the Project or their
name(s) in connection with Tenant’s business; or



               (ii) Permit anyone to go upon the roof of the Building.



          C. Security Regulations.




               (i) Security Access Badges. One active badge, and only one, will be issued to each
employee, agent, consultant, contractor, or vendor of Tenant at any given time. All lost or stolen
badges must be reported immediately (and, in any event, prior to 5:00 p.m., Pacific Time, on the
day lost or stolen) to Landlord to be canceled by Landlord’s Security Administrator. Tenant shall
inform Landlord immediately (and, in any event, prior to 5:00 p.m., Pacific Time, on the day of
such termination) upon Tenant’s termination of any employee of Tenant, so that Landlord may cause
such employee’s badge to be canceled by Landlord’s Security Administrator.



               (ii) Security Guard Tours. Periodic, routine tours of the space occupied by Tenant
will be conducted by Landlord’s Security Guard Contractor from 4:30 p.m. to 8:30 a.m. during normal
work days and 24 hours a day on Saturdays, Sundays and holidays observed by Landlord. The purpose
of these tours will be to observe and address abnormal conditions such as, but not limited to: (a)
unlocked exterior and interior doors, (b)



29









 





extreme temperature conditions, (c) unattended coffee
pots in the ‘on’ position, and (d) unbadged persons on the premises,




               (iii) Emergency Contact List. Tenant agrees to provide a current “emergency contact
list” for Landlord’s Security Department in the event of an emergency in the space occupied by
Tenant.



               (iv) Miscellaneous Security. Tenant agrees to assist Landlord in maintaining security
for the entire Project. This includes but is not limited to: (a) ensuring that all employees,
consultants, contractors, vendors, and agents are appropriately badged and/or escorted, (b)
returning badges of terminated employees to
Landlord’s Security Administrator to be deleted from the security badge system, (c) notifying
Landlord’s Security Administrator immediately of lost or missing badges, (d) ensuring that security
access badges are only used by those authorized persons to whom they are issued and that badges are
not loaned to anyone under any circumstances, and (e) instructing all Tenant’s Agents to maintain
in confidence any sensitive information overheard from any employees or representatives of Landlord
or any other tenant in the Building while in the Outside Area. Tenant acknowledges and agrees that
the security services provided herein are not a guaranty against criminal activity and that
Landlord assumes no liability in the event of any breach of such security measures.



               (v) Costs of Services. All costs of services provided by Landlord under this
Paragraph 46 shall be included in Operating Expenses under Paragraph 15.B.



     47. Right of First Refusal.



          At anytime during the first eighteen months of the initial Lease Term, if Landlord receives a
bona fide offer for the lease of all or any portion of the approximately 2,928 rentable square feet
space located adjacent to the Premises as shown in Exhibit A-1 (the “Right of First Refusal Space”)
which Landlord is willing to accept, Landlord will give Tenant the right of first refusal to lease
the entire Right of First Refusal Space at the rental rate and the terms and conditions of the bona
fide offer. The right of first refusal will be extended by Landlord giving Tenant written notice of
the particular offer received by Landlord, together with a summary of the offer, requiring Tenant
to accept the offer and to sign an appropriate amendment to this Lease subjecting the Right of
First Refusal Space to this Lease at the rental rate and the terms set forth in the offer, within
three (3) business days after the delivery of such notice to Tenant. If Tenant does not deliver to
Landlord Tenant’s Acceptance Notice within the applicable 3-business day period, Landlord shall
have the right to lease such space to any person(s) other than Tenant on any terms Landlord desires
and without offering or further offering such space to Tenant, and Tenant shall have no further
right of first refusal to lease such space pursuant to this Paragraph 47. Any Right of First
Refusal Space leased by Tenant will be added to the Premises as of the date provided in the offer,
and the rent will be adjusted to reflect the rent to be paid in accordance with the offer. Tenant
agrees to execute amendments to this Lease to reflect additions to the Premises resulting from the
exercise of the right of first refusal. Tenant’s lease of any Right of First Refusal Space
pursuant to this right of first refusal will be on all the terms and conditions set forth in this
Lease except to the extent such terms are inconsistent with the terms and conditions of the offer,
in which case the terms and conditions of the offer shall be effective. This right of first refusal
to lease the Right of First Refusal Space is personal to Tenant or any Permitted Transferee, and is
not transferable. Notwithstanding the foregoing, Tenant shall not have the right of first refusal
under this Paragraph 47 if Tenant is in Default under this Lease at the time such space becomes
available (and Landlord shall have no obligation to deliver to Tenant any Landlord’s Notice).




     48. Ownership of Furniture and Fixtures.



          All furniture, cubicles, telephones and other items supplied to Tenant by Landlord during the
term of this Lease shall remain the property of the Landlord at the end of the Lease and shall be
returned in good condition, normal wear and tear, acts of God and casualty damage excepted.





30









 








          49. General.




          A. Captions. The captions and headings used in this Lease are for the purpose of
convenience only and shall not be construed to limit or extend the meaning of any part of this
Lease.




          B. Executed Copy. Any fully executed copy of this Lease shall be deemed an original
for all purposes.




          C. Time. Time is of the essence for the performance and observance of each term,
covenant and condition of this Lease.




          D. Severability. If one or more of the provisions contained herein, except for the
payment of Rent, is for any reason held to be invalid, illegal or unenforceable in any respect,
such invalidity, illegality, or unenforceability shall not affect any other provision of this
Lease, but this Lease shall be construed as if such invalid, illegal or unenforceable provision had
not been contained herein.




          E. Choice of Law. This Lease shall be construed and enforced in accordance with the
laws of the State of California. The language in all parts of this Lease shall in all cases be
construed as a whole according to its fair meaning and not strictly for or against either Landlord
or Tenant.




          F. Interpretation. When the context of this Lease requires, the neuter gender
includes the masculine, the feminine, a partnership or corporation or joint venture, and the
singular includes the plural. The term “including” shall be deemed to mean “including, but not by
way of limitation” and the term “or” has the inclusive meaning represented by the term “and/or.”




          G. No Effect of Remeasurement. The statements of rentable square footage set forth in
this Lease are for the convenience of the parties, and no adjustment shall be made to rental
amounts, load factors or Tenant’s Property Percentage if such square footage is later shown to be
inaccurate.




          H. Binding Effect. The covenants and agreement contained in this Lease shall be
binding on the parties hereto and on their respective successors and assigns to the extent this
Lease is assignable.




          I. Waiver. The waiver by Landlord or Tenant of any breach of any term, covenant or
condition of this Lease shall not be deemed to be a waiver of such provision or any subsequent
breach of the same or any other term, covenant or condition of this Lease. The subsequent
acceptance of Rent hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
at the time of acceptance of such payment. No term, covenant or condition of this Lease shall be
deemed to have been waived by Landlord or Tenant unless the waiver is in writing signed by Landlord
or Tenant, as applicable.




          J. Entire Agreement. This Lease, including the Information Sheet, is the entire
agreement between the parties, and there are no agreements or representations between the parties
except as expressed herein. Except as otherwise provided herein, no subsequent change or addition
to this Lease shall be binding unless in writing and signed by the parties hereto.




          K. Authority. If Tenant is an entity, each individual executing this Lease on behalf
of such entity, represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of the entity in accordance with its governing documents, and that this Lease
is binding upon the entity in accordance with its terms. Landlord, at its option, may require a
copy of such written authorization to enter this Lease. The failure of Tenant to deliver the same
to Landlord within fifteen (15) days of Landlord’s request therefor shall be deemed a Default under
this Lease.




          L. Exhibits. All exhibits, amendments, riders and addenda attached hereto are hereby
incorporated herein and made a part hereof.





31









 








          M. Receptionist. During the Term, Landlord shall provide receptionist services for the
express purposes of greeting, signing, and announcing visitors only in the lobby of the Building
during normal business hours.




          N. Counterparts. This Lease may be executed in counterparts, each of which shall be
an original, but all counterparts shall constitute one (1) instrument.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




32









 








          THIS LEASE, executed as of the date(s) set forth below, is effective as of the Effective
Date set forth in section B of the Information Sheet.




	 	 	 	 	 	 	 	 	 
	Dated May 23, 2005	 	TENANT:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Corcept Therapeutics Incorporated, a Delaware corporation
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	/s/ Fred Kurland
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	Its:	 	Chief Financial Officer
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Dated May 23, 2005	 	LANDLORD:	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	EXPONENT REALTY, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	By:	 	Exponent, Inc., a Delaware corporation, sole member
	 	 	 	 	and manager
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	By:
	 	/s/ Michael R. Gaulke	 	 
	 

	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Michael R. Gaulke, President and Chief
	 

	 	 	 	 	 	Executive Officer	 	 






33









 






EXHIBIT A



PREMISES









34









 








EXHIBIT A-1



RIGHT OF FIRST REFUSAL SPACE









35









 








EXHIBIT B




PROPERTY




     That certain land, together with all improvements thereon and all appurtenances thereto
located in the City of Menlo Park, County of San Mateo, State of California, described as follows:



PARCEL ONE:



PARCEL “A”, AS DESIGNATED ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, RESUBDIVISION OF PARCEL 1
(VOL. 27 P.M., PG. 39) AND PARCEL ONE (VOL. 33 P.M., PGS. 45 & 46) BOHANNON INDUSTRIAL PARK, MENLO
PARK, SAN MATEO COUNTY, CALIFORNIA”, WHICH MAP WAS FILED FEBRUARY 28, 1986, IN VOLUME 57 OF PARCEL
MAPS, AT PAGES 13 AND 14 IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO.




PARCEL TWO:



AN EASEMENT FOR THE CONSTRUCTION, MAINTENANCE AND REPAIR OF A STORM SEWER OVER A 10 – FOOT WIDE
STRIP LYING EQUALLY ON BOTH SIDES OF THE FOLLOWING DESCRIBED CENTERLINE:



BEGINNING AT A POINT ON THE NORTHWESTERLY LINE OF PARCEL “B”, AS SAID PARCEL IS DESIGNATED ON THAT
CERTAIN MAP ENTITLED, “PARCEL MAP, RESUBDIVISION OF PARCEL 1 (VOL. 27 P.M., PG. 39) AND PARCEL ONE
(VOL. 33 P.M., PGS. 45 & 46) BOHANNON INDUSTRIAL PARK, MENLO PARK, SAN MATEO COUNTY, CALIFORNIA”,
WHICH MAP WAS FILED FEBRUARY 28, 1986, IN VOLUME 57 OF PARCEL MAPS, AT PAGES 13 AND 14, IN THE
OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO, SAID POINT OF BEGINNING BEARING SOUTH 36o 17’
50” WEST 46.00 FEET FROM THE NORTHERLY CORNER OF SAID PARCEL “B”; THENCE FROM SAID POINT OF
BEGINNING SOUTH 78o 45’ EAST 89.00 FEET; THENCE NORTH 1o 48’ 12” WEST 25.27 FEET TO A POINT ON THE
NORTHEASTERLY LINE OF SAID PARCEL “B” AND THE TERMINUS OF SAID EASEMENT, SAID POINT BEARING SOUTH
63o 47’ EAST 66.06 FEET FROM THE NORTHERLY CORNER OF SAID PARCEL “B”.



SAID EASEMENT SO GRANTED IS TO BE APPURTENANT TO AND FOR THE BENEFIT AND USE OF THE LANDS OF THE
GRANTEE AND ANY SUBSEQUENT SUBDIVISIONS THEREOF.



ASSESSOR’S PARCEL NO. 055-243-230 JOINT PLANT NO. 055-024-000-73A




36









 








EXHIBIT C



TENANT IMPROVEMENTS




WORK LETTER



Landlord and Tenant agree as follows:



1. SCOPE OF WORK  — At Landlord’s sole cost and expense, Landlord will complete the following
tenant improvements (“Tenant Improvements” or “Tenant Improvement Work”):





	 	1.	 	Install new carpet in the Premises. Tenant will have the ability to select color/grade
from Landlord’s standard carpet selections.
	 
	 	2.	 	Paint the Premises in a mutually acceptable satin color finish.

3. Close off wall in room 1174.
	 
	 	4.	 	Close off hallway door leading into Exponent occupied space adjacent to room 1159, by
use of double cylinder deadbolt.
	 
	 	5.	 	Install badge access readers at the Tenant’s three (3) internal entry doors into the
Premises.
	 
	 	6.	 	Install vertical side light windows for each office.
	 
	 	7.	 	Install clerestory windows on the east wall of room 1174, if building codes permit, and
on the east and north wall of room 1170.




Tenant acknowledges that items #6 and 7 above have a long lead-time and may not be installed by
June 30, 2005, and Tenant further agree that this does not constitute a Landlord delay.




     (b) Completion of the Tenant Improvement. All necessary construction shall be
commenced promptly and shall be substantially completed in accordance with the Scope of
Work described above, provided, however, that the time for substantial completion shall be
extended for additional periods of time equal to the time lost by Landlord or Landlord’s
contractors, subcontractors or suppliers due to Tenant Delays, strikes or other labor troubles,
governmental restrictions and limitations, scarcity, unavailability or delays in obtaining fuel,
labor or material, war or other national emergency, accidents, floods or defective materials, fire
damage or other casualties, weather conditions or any cause similar or dissimilar to the foregoing
beyond the reasonable control of Landlord or Landlord’s contractors, subcontractors, or suppliers.



     2. Tenant Delays.



37









 





          Each of the following shall constitute a “Tenant Delay” (collectively, “Tenant Delays”):




               (a) Tenant’s failure to furnish approvals or requests for modification within three (3)
business days after receipt from Landlord.



               (b) Delays in furnishing materials, services, supplies, labor or components caused by the
Tenant or Tenant’s preferred vendor.



               (c) Delays caused by the performance of any work or activity in the Premises by Tenant or any
of its employees, agents, or contractors.



     3. Performance of Tenant Improvements.



     Landlord shall supervise, oversee, schedule and coordinate the construction of the Tenant
Improvements by Landlord’s contractor. Landlord may (a) make substitutions of material or
components of equivalent grade and quality when and if any specified material or component shall
not be readily or reasonably available, and (b) make changes to the work necessitated by conditions
met in the course of construction, provided that if any change noted in (a) or (b) above is
material and substantial in nature, then Tenant’s approval of such change shall first be obtained
(which approval shall not be unreasonably withheld or delayed.



     4. Landlord’s Contractor.



          (a) The Tenant Improvement Work is to be performed by a licensed contractor selected by
Landlord.




          (b) With respect to the Tenant Improvements, the term “Substantial Completion” or
“Substantially Complete” shall mean the date when the following has occurred: the Tenant
Improvements have been completed to the state that will allow Tenant to use the Premises for its
intended purposes, without material interference to or impairment of Tenant’s business activities
by reason of any item of work remaining to be done to effect full completion of the Tenant
Improvements.




     5. Estimated Commencement Date. Landlord shall make commercially reasonable efforts to
cause the Substantial Completion of the Tenant Improvements by June 20, 2005. Tenant agrees to work
in good faith with Landlord to cause Substantial Completion of the Tenant Improvement Work by July
1, 2005, excluding, however, items 6 and 7 in Section 1 of the Work Letter.



     6. Tenant, at Tenant’s sole cost and expense, shall be allowed to install, PRIOR TO THE
SUBSTANTIAL COMPLETION DATE, any and all data, telecommunications, and security systems including
all wiring, so long as the installation does not delay or unreasonably interfere with Landlord’s
contractors. All work done by



38









 




Tenant shall be performed by Landlord’s contractor or contractors approved by Landlord, which
approval shall not be unreasonably withheld, conditioned or delayed. Tenant may install Tenant’s
furniture and fixtures prior to the Commencement Date so long as Tenant does not unreasonably
interfere with Landlord’s contractors. Tenant and Tenant’s contractors must provide certificate of
insurance prior to first entry to Premises.




     7. The Tenant Improvements shall be constructed in accordance with the Approved Plans and
Specifications attached hereto as Exhibit C-1, subject to any changes as may be agreed to by
Landlord and Tenant, and in compliance with all applicable law, in a good and workmanlike manner,
free of defects and using materials and equipment of good quality. Tenant shall have the right to
enter the Premises and inspect the construction of the Tenant Improvements. prior to the
Commencement Date, Tenant shall have the right to submit a written “punch list” to Landlord,
setting forth any defective item of construction, and Landlord shall promptly cause such items to
be corrected. Notwithstanding anything to the contrary contained herein or in the Lease, Tenant’s
acceptance of the Premises or the submission of a “punch list” with respect to the Tenant
Improvements shall not be deemed a waiver of Tenant’s right to have defects in the Tenant
Improvements repaired at no cost to Tenant. Tenant shall give notice to Landlord whenever any such
defect becomes reasonably apparent, and Landlord shall repair such defect as soon as practicable.



39









 





EXHIBIT C-1



APPROVED PLANS AND SPECIFICATIONS









40









 








EXHIBIT D




COMMENCEMENT DATE MEMORANDUM




	 	 	 
	LANDLORD:

	 	EXPONENT REALTY, LLC, a Delaware limited liability company
	 
	 	 
	TENANT:

	 	Corcept Therapeutics Incorporated, a Delaware corporation
	 
	 	 
	LEASE DATE:

	 	                                        
	 
	 	 
	PREMISES:

	 	149 Commonwealth Drive, Suite 1170,
	 

	 	Menlo Park, California 94025





Pursuant to Paragraph 4.C. of the above-referenced Lease, the Commencement Date is hereby
established as ___and the Expiration Date is established as ___.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	EXPONENT REALTY, LLC,	 	 
	 	 	a Delaware limited liability company	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Exponent, Inc., a Delaware corporation, its sole	 	 
	 	 	 	 	member and manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Michael R. Gaulke, President and Chief	 	 
	 	 	 	 	 	 	Executive Officer
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	Corcept Therapeutics Incorporated,	 	 
	 	 	a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	Its:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 





41









 






EXHIBIT E




RULES AND REGULATIONS





	1.	 	No sign, placard, advertisement, name or notice shall be installed or displayed on any part
of the outside or the inside of the Building without the prior written consent of Landlord.
Landlord shall have the right to remove, at Tenant’s expense and without notice, any sign
installed or displayed in violation of this rule. All approved signs or lettering on doors
and walls shall be printed, painted, affixed or inscribed at the expense of Tenant by a person
chosen by Landlord.
	 
	2.	 	Except as consented to in writing by Landlord or in accordance with Building standard
improvements, no draperies, curtains, blinds, shades, screens or other devices shall be hung
at or used in connection with any window or exterior door or doors of the Premises. No awning
shall be permitted on any part of the Premises. Tenant shall not place anything against or
near glass partitions, doors or windows, which may appear unsightly from outside the Premises.
	 
	3.	 	Tenant shall not obstruct any sidewalks, halls, lobbies, passages, exits, entrances,
elevators or stairways of the Building. No tenant and no employee or invitee of any tenant
shall go upon the roof of the Building or make any roof or terrace penetrations. Tenant shall
not allow anything to be placed on the outside terraces or balconies without the prior written
consent of Landlord.
	 
	4.	 	All cleaning and janitorial services for the Building shall be provided exclusively through
Landlord, and, except with the written consent of Landlord, no person or persons other than
those approved by Landlord shall be employed by Tenant or permitted to enter the Building for
the purpose of cleaning. Tenant shall not cause any unnecessary labor by carelessness or
indifference to the good order and cleanliness of the Premises. Landlord shall not in any way
be responsible to any Tenant for any loss of property on the Premises, however occurring, or
for any damage to any Tenant’s property by the janitor or any other employee or person.
	 
	5.	 	Landlord will furnish Tenant, free of charge, with one (1) key to all existing locks on
interior doors in the Premises. Landlord will impose a reasonable charge per Landlord’s
published price list for all additional keys, new locksets, and any other locksmithing
services. Tenant shall not make or have made additional keys without Landlord’s prior written
consent, and Tenant shall not alter any lock or install a new additional lock or bolt on any
door of its Premises without Landlord’s prior written consent. Tenant shall deliver to
Landlord, upon the termination of its tenancy, the keys to all locks for doors on the
Premises, and in the event of loss of any keys furnished by Landlord, shall pay Landlord
therefor.




42









 






	6.	 	If Tenant requires telegraphic, telephonic, burglar alarm or similar services, it shall first
obtain, and comply with, Landlord’s instructions for their installation.
	 
	7.	 	The elevators shall be available for use by all tenants in the Building, subject to
reasonable scheduling as Landlord in its discretion shall deem appropriate. No equipment,
materials, furniture, packages, supplies, merchandise or other property will be received in
the Building or carried in the elevators except between the hours, and in the manner and in
the elevators as may be designated by Landlord.
	 
	8.	 	Tenant shall not place a load upon any floor of the Premises which exceeds the maximum load
per square foot which the floor was designed to carry and which is allowed by law. Tenant’s
business machines and mechanical equipment which cause noise or vibration which may be
transmitted to the structure of the Building or to any space therein, and which is
objectionable to Landlord or to any tenants in the Building, shall be placed and maintained by
Tenant, at Tenant’s expense, on vibration eliminators or other devices sufficient to eliminate
noise or vibration.
	 
	9.	 	Tenant shall not use or keep on the Premises any toxic or hazardous materials or any
kerosene, gasoline or inflammable or combustible fluid or material other than those limited
quantities necessary for the operation or maintenance of office equipment. Tenant shall not
use or permit to be used in the Premises any foul or noxious gas or substance, or permit or
allow the Premises to be occupied or used in a manner offensive or objectionable to Landlord
or other occupants of the Building by reason of noise, odors or vibrations.
	 
	10.	 	No animal, except service and assistance dogs when in the company of their master, may be
brought into or kept in the Building.
	 
	11.	 	Tenant shall not use any method of heating or air-conditioning other than that supplied by
Landlord, unless Tenant receives the prior written consent of Landlord.
	 
	12.	 	Tenant shall cooperate fully with Landlord to assure the most effective operation of the
Building’s heating and air-conditioning and to comply with any governmental energy-saving
rules, laws or regulations of which Tenant has actual notice.
	 
	13.	 	Landlord reserves the right, exercisable without notice and without liability to Tenant, to
change the name and street address of the Building.
	 
	14.	 	Landlord reserves the right to exclude any person from the Building between the hours of 6
p.m. and 7 a.m. the following day, or any other hours as may be established from time to time
by Landlord, and on Saturdays, Sundays and legal holidays, unless that person is known to the
person or employee in charge of the Building and has a pass or is properly identified. Tenant
shall be responsible for all persons for whom it requests passes and shall be liable to
Landlord for all acts




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of those persons. Landlord shall not be liable for damages for any error in admitting or
excluding any person from the Building. Landlord reserves the right to prevent access to
the Building by closing the doors or by other appropriate action in case of invasion, mob,
riot, public excitement or other commotion. Notwithstanding anything to the contrary
contained in the Lease or these Rules and Regulations, Tenant shall have access to the
Premises twenty-four hours per day, seven days per week.




	15.	 	Tenant shall close and lock the doors of its Premises, shut off all water faucets or other
water apparatus and turn off all lights and other equipment which is not required to be
continuously run. Tenant shall be responsible for any damage or injuries sustained by other
tenants or occupants of the Building or Landlord for noncompliance with this Rule.
	 
	16.	 	The toilet rooms, toilets, urinals, showers, wash bowls and other apparatus shall not be used
for any purpose other than that for which they were constructed, and no foreign substance of
any kind whatsoever shall be placed therein. The expense of any breakage, stoppage or damage
resulting from any violation of this rule shall be borne by the tenant who, or whose employees
or invitees, shall have caused it.
	 
	17.	 	Tenant shall not install any radio or television antenna, loudspeaker or other device on the
roof or exterior walls of the Building. Tenant shall not interfere with radio or television
broadcasting or reception from or in the Building or elsewhere.
	 
	18.	 	Tenant shall not cut or bore holes for wires in the partitions, woodwork or plaster of the
Premises. Tenant shall not affix any floor covering to the floor of the Premises in any
manner except as approved by Landlord. Tenant shall repair, or be responsible for the cost of
repair of any damage resulting from noncompliance with this Rule.
	 
	19.	 	Tenant shall not install, maintain or operate upon the Premises any vending machine without
the prior written consent of Landlord.
	 
	20.	 	Canvassing, soliciting and distributing handbills or any other written material and peddling
in the Building are prohibited, and each tenant shall cooperate to prevent these activities.
	 
	21.	 	Landlord reserves the right to exclude or expel from the Building any person who, in
Landlord’s judgment, is intoxicated or under the influence of liquor or drugs or who is in
violation of any of the Rules and Regulations of the Building.
	 
	22.	 	Tenant shall store all its trash and garbage within its Premises. Tenant shall not place in
any trash box or receptacle any material which cannot be disposed of in the ordinary and
customary manner of trash and garbage disposal within the




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	 	 	Building. All garbage and refuse
disposal shall be made in accordance with directions issued from time to time by Landlord.
	 
	23.	 	Use by Tenant of Underwriters’ Laboratory approved equipment for brewing coffee, tea, hot
chocolate and similar beverages and microwaving food shall be permitted, provided that the
equipment and use is in accordance with all applicable federal, state, county and city laws,
codes, ordinances, rules and regulations.
	 
	24.	 	Tenant shall not use the name of the Building in connection with or in promoting or
advertising the business of Tenant, except as Tenant’s address, without the written consent of
Landlord.
	 
	25.	 	Tenant shall comply with all safety, fire protection and evacuation procedures and
regulations established by Landlord or any governmental agency. Tenant shall be responsible
for any increased insurance premiums attributable to Tenant’s use of the Premises, Building or
Property.
	 
	26.	 	Tenant assumes any and all responsibility for protecting its Premises from theft and robbery,
which responsibility includes keeping doors locked and other means of entry to the Premises
closed.
	 
	27.	 	Tenant shall not use the Premises, or permit anything to be done on, in or about the
Premises, which may result in an increase to Landlord in the cost of insurance maintained by
Landlord on the Project.
	 
	28.	 	Tenant’s requests for assistance will be attended to only upon appropriate application to
Landlord. Employees of Landlord shall not perform any work or do anything outside of their
regular duties unless under special instructions from Landlord, and no employee of Landlord
will admit any person (Tenant or otherwise) to any office without specific instructions from
Landlord.
	 
	29.	 	Tenant shall comply with all parking monitoring controls or devices from time to time
installed or otherwise implemented by Landlord. Tenant shall not park its vehicles in any
parking areas designated by Landlord as areas for parking by visitors to the Building or other
reserved parking spaces. Tenant shall not leave vehicles in the Building parking areas
overnight without the prior written consent of Landlord’s manager for the Property, nor park
any vehicles in the Building parking areas other than automobiles, motorcycles, motor driven
or non-motor driven bicycles or four-wheeled trucks. Tenant, its agents, employees and
invitees shall not park any one (1) vehicle in more than one (1) parking space.
	 
	30.	 	The scheduling and manner of all Tenant move-ins and move-outs shall be subject to the
discretion and approval of Landlord. Landlord shall have the right to approve or disapprove
the movers or moving company employed by Tenant, and Tenant shall cause the movers to use only
the entry doors and elevators designated by Landlord. If Tenant’s movers damage the elevator
or any other part of the




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	 	 	Property, Tenant shall pay to Landlord the amounts required to repair
the damage. Tenant shall maintain effective security control at all access points to and from
the Building to ensure that moving personnel entering and leaving the Building do not commit
theft.
	 
	31.	 	Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant
or any other tenant, but no waiver by Landlord shall be construed as a waiver of the Rules and
Regulations in favor of Tenant or any other tenant, nor prevent Landlord from thereafter
enforcing the Rules and Regulations against any or all of the tenants of the Building.
	 
	32.	 	These Rules and Regulations are in addition to, and shall not be construed to in any way
modify or amend, in whole or in part, the terms, covenants, agreements and conditions of any
lease of premises in the Building.
	 
	33.	 	Landlord reserves the right to make other reasonable Rules and Regulations as, in its
judgment, may from time to time be needed for safety and security, for care and cleanliness of
the Building and for the preservation of good order therein. Tenant agrees to abide by all
Rules and Regulations hereinabove stated and any additional rules and regulations which are
adopted.
	 
	34.	 	Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s
employees, agents, clients, customers, invitees and guests.
	 
	35.	 	Where Landlord’s consent is required by these Rules and Regulations, Landlord’s consent shall
not be unreasonable withheld or delayed. Notwithstanding anything to the contrary contained
in the Lease or herein, Tenant shall not be required to comply with any rule or regulation
unless the same applies non-discriminatorily to all occupants of the Project, and does not
unreasonably interfere with Tenant’s use of the Premises or Tenant’s parking rights.




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EXHIBIT F




Building Location: 149 Commonwealth Drive




ADDITIONAL SERVICES:





At the request of Tenant, Landlord may provide additional services such as, but not limited
to, shipping/receiving services, mail services, furniture moves, moving and miscellaneous
facilities services.




These services will be provided at a mutually agreed upon price and may be canceled by
either party with thirty (30) days written notice.



CAFETERIA:





Tenant may use Landlord’s cafeteria with the following understandings:




	•	 	Tenant employees will use a predetermined route to access the Landlord’s cafeteria. This route will be agreed upon
mutually by Tenant and Landlord.
	 
	•	 	Catering is available through Landlord’s cafeteria at the published prices at the time of service.
	 
	•	 	In the event Tenant requires additional services and/or different methods of billing, it will be reviewed and mutually
agreed upon by Tenant and Landlord prior to implementation.





KITCHENS/COFFEE STATIONS:





Tenant will be allowed to utilize the kitchens, coffee and first aid stations located
adjacent to their space at a cost of $7.50 per employee, full time consultant or contractor
per month.



CONFERENCE ROOMS:





Tenant will have the option to use Landlord’s Silicon Valley (#1146), Bellevue (#2029) and
Boston (#2026) conference rooms. Usage is based upon a first come first serve basis at no
additional charge to Tenant. Reservations will not be accepted more than seven (7) days in
advance of the date requested and will not be accepted for periods of more than eight (8)
consecutive hours without prior approval of Landlord.



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COPY CENTER:





Tenant will have the option to use the Landlord Copy Center and withdraw supplies at
Landlord’s published prices at the time of service.



FURNITURE:





Additional furniture is available for rent to Tenant by Landlord at the monthly pricing
listed below. All furniture rented to Tenant by Landlord will remain the property of
Landlord at the end of the Lease Period and will be accepted in as-is condition by Landlord
at no additional charge to Tenant.



	 	 	 
	desks

	 	$25.00 each/per month
	bookcases

	 	$10.00 each/per month
	side chairs

	 	$15.00 each/per month
	desk chairs

	 	$20.00 each/per month
	standard file cabinets

	 	$10.00 each/per month
	tables

	 	$10.00 each/per month
	modular furniture

	 	$75.00 per workstation/per month







Additional miscellaneous furniture may be available for rental at a mutually agreed upon
price.




Tenant may purchase new furniture from Landlord’s supplier at Landlord’s cost plus five
percent (5%) mark-up.



PIRL/VCOM:





Tenant will have the option to use the Landlord’s PIRL and VCOM services at Landlord’s
commercial rates in effect at the time of service.



OFFICE NAME TAGS:





Office name tags, if required, will be the responsibility and at the expense of Tenant.



SECURITY:





Security Access Badges: Landlord will issue one (1) security access badge to each employee
of Tenant at no charge. If any badges issued to Tenant employees are not returned upon
separation from Tenant, Tenant will be charged $15.00 per badge for each badge that is not
returned.




Locks: The locks on corridor doors in the leased space occupied by Tenant will be re-keyed
initially by Landlord at no charge. One key for each door will be provided to Tenant at no
charge. Thereafter, all re-keying of locks, making of



48









 






keys, and any additional locksets required and not already in existence will be invoiced
monthly to Tenant at Landlord’s published price in effect at the time of service. All
locksets must be keyed to Landlord master key system and Tenant shall not change, alter, or
modify any key or locksets at anytime without Landlord’s prior approval.



ANNUAL REVIEW OF PRICING:





The pricing, charges and/or mark-up applied to services provided to Tenant by Landlord will
be reviewed annually to determine if Landlord’s costs of providing the aforementioned
services have increased. In the event said costs have increased, the percent of increase
will be passed along to Tenant.




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