Exhibit 10.12**FIRST AMENDMENT TO LEASEAGREEMENT**     This FIRST AMENDMENT TO LEASE AGREEMENT (“**First Amendment**”) is made and entered into as ofMarch 6, 2008, by and between BP MV RESEARCH PARK, LLC, a Delaware limited liability company(“**Landlord**”), and CAVIUM NETWORKS, INC., a Delaware corporation (“**Tenant**”).RECITALS:     A. Landlord (as successor-in-interest to MB Technology Park, LLC, a California limitedliability company) and Tenant (successor-in-interest to Cavium Networks, a California corporation,which was incorrectly identified in the Lease as “Cavium Networks, Inc., a California corporation”)entered into that certain Lease Agreement dated April 15, 2005 (the “**Lease**”), whereby Landlordleased to Tenant and Tenant leased from Landlord approximately 32,260 rentable square feet of space(the “**Premises**”) which consist of the entire building located at 805 East Middlefield Road,Mountain View, California (the “**Building**”).     B. Tenant desires to extend the Term of the Lease, and make certain other modifications to theLease, and in connection therewith Landlord and Tenant desire to amend the Lease on the terms andconditions contained herein.AGREEMENT:     NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants containedherein, and for other good and valuable consideration, the receipt and sufficiency of which arehereby acknowledged, the parties hereto hereby agree as follows.     1. **Defined Terms**. All terms defined in the Lease when used herein or in the exhibits heretoshall have the same meaning as is given such terms in the Lease unless expressly superseded by theterms of this First Amendment.     2. **Extended Term**. Landlord and Tenant hereby acknowledge and agree that theTerm is currently scheduled to expire on May 31, 2008 pursuant to the terms of the Lease.Notwithstanding any provision to the contrary contained in the Lease, Landlord and Tenant herebyagree that the Term shall be extended for a period of thirty-nine (39) months (the “**ExtendedTerm**”). The Extended Term shall commence on June 1, 2008 (the “**Extended Term Commencement Date**”)and shall expire on August 31, 2011 (the “**Extended Term Expiration Date**”), unless sooner terminatedas provided in the Lease, as hereby amended.     3. **Rent**.          3.1 **Base Rent**. Commencing on the Extended Term Commencement Date, and continuing throughoutthe remainder of the Extended Term, Tenant shall pay Base Rent for the Premises in accordance withthe following schedule:    805 Middlefield Road    First Amendment  -1- [Cavium Networks, Inc.]
 

 
                       Monthly Base          Rent Per          Rentable Square      Monthly Installment Foot of thePeriod During Extended Term Annual Base Rent of Base Rent PremisesJune 1, 2008-July 31, 2009 $774,240.00  $64,520.00  $2.00 August 1, 2009-July 31, 2010 $871,020.00  $72,585.00  $2.25 August 1, 2010-August 31, 2011 $967,800.00  $80,650.00  $2.50           3.2 **AbatedBase Rent**. Notwithstanding anything in Section 3.1 above to the contrary, providedthat Tenant is not in default under the Lease, as hereby amended, beyond any applicable notice andcure period set forth in the Lease, as amended, Tenant shall not be obligated to pay an amountequal to One Hundred Sixty-One Thousand Three Hundred and No/100 Dollars ($161,300.00), in theaggregate, of the Base Rent due under the Lease, as hereby amended, for the full months of June,July, 2008 and for the period of August 1-15, 2008 (the “**Base Rent Abatement Period**”). Theforegoing Base Rent abatement right set forth in this Section 3.2 has been granted to Tenant asadditional consideration for Tenant’s agreement to enter into this First Amendment and comply withthe terms and conditions otherwise required under the Lease, as hereby amended. If Tenant shall bein default under the Lease, as amended, and shall fail to cure such default within the time, ifany, permitted for cure pursuant to the Lease, as amended, then in addition to any other remediesLandlord may have under the Lease, as amended, Landlord may, at its option, elect by delivery ofwritten notice to Tenant, one or both of the following remedies: (x) Tenant shall immediatelybecome obligated to pay to Landlord all Base Rent previously abated hereunder as of such default,with interest on such amounts as provided pursuant to the Lease, as amended, from the date suchBase Rent would have otherwise been due but for the Base Rent abatement provided herein; or (y) theunexpired portion of the Base Rent Abatement Period as of the expiration of any applicable noticeand cure period set forth in the Lease, as amended, following such default, shall be moved to theend of the Extended Term (provided that such abatement shall not exceed One Hundred Sixty-OneThousand Three Hundred and No/100 Dollars ($161,300.00), in the aggregate) and Tenant shallimmediately be obligated to begin paying the Base Rent due for the Premises at the full amounts ofthe monthly installments therefor set forth above. The foregoing Base Rent abatement right setforth in this Section 3.2 shall be personal to the originally named Tenant under this FirstAmendment (“**Original Tenant**”) and may only be exercised by the Original Tenant (and not anyassignee, or any subtenant or other transferee of the Original Tenant’s interest in the Lease, asamended).     4. **“As-Is” Condition**. Tenant hereby acknowledges and agrees that Tenant has been and is inoccupancy of the Premises as of the date hereof and that Tenant shall continue to accept thePremises during the Extended Term in its currently existing, “as is” condition, and that Landlordshall not be obligated to provide or pay for any improvement work or services related to theimprovement of the Premises. Tenant also acknowledges that neither Landlord nor any agent ofLandlord has made any representation or warranty regarding thecondition of the Premises or with respect to the suitability of the Premises for the conductof Tenant’s business.    805 Middlefield Road    First Amendment  -2- [Cavium Networks, Inc.]
 

 
     5. **Security Deposit**. Landlord and Tenant acknowledge that, inaccordance with Article 4 ofthe Lease, Tenant has previously delivered the sum of Fifty-Two Thousand and No/100 Dollars($52,000.00) (the “**Existing Security Deposit**”) to Landlord as security for the faithful performanceby Tenant of the terms, covenants and conditions of the Lease. Concurrently with Tenant’s executionof this First Amendment, Tenant shall deposit with Landlord an amount equal to Twenty-EightThousand Six Hundred Fifty and No/100 Dollars($28,650.00) to be held by Landlord as a part of the Security Deposit. To the extent that the totalamount held by Landlord at any time as security for the Lease, as hereby amended, is less thanEighty Thousand Six Hundred Fifty and No/100 Dollars ($80,650.00), Tenant shall pay the differenceto Landlord within five (5) days following Tenant’s receipt of notice thereof from Landlord. Tenanthereby waives the provisions of Section 1950.7 of the California Civil Code and all otherprovisions of law, now or hereafter in effect, which (i) establish the time frame by which alandlord must refund a security deposit under a lease, and/or (ii) provide that a landlord mayclaim from a security deposit only those sums reasonably necessary to remedy defaults in thepayment of rent, to repair damage caused by a tenant or to clean the premises, it being agreed thatLandlord may, in addition, claim those sums specified in this Article 4 of the Lease and/or thosesums reasonably necessary to compensate Landlord for any loss or damage caused by Tenant’s defaultof the Lease, as amended, including, but not limited to, all damages or rent due upon terminationof the Lease, as amended, pursuant to Section 1951.2 of the California Civil Code.6. **Tenant’sIndemnity and Insurance**.          6.1 **Tenant’s Indemnity**.               6.1.1 **Indemnity**. All references to and the definition of “Indemnitees” in the Lease are herebyreplaced with reference to, and the meaning of, the “Landlord Parties,” as that term is defined inSection 6.13 of this First Amendment.               6.1.2 **Subtenantsand other occupants**. Tenant shall require its subtenants and other occupantsof the Premises to provide similar indemnities to the Landlord Parties in a form acceptable toLandlord.               6.1.3 **Survival**. The terms of this Section and Section 14 of the Lease shall survive anytermination or expiration of the Lease, as amended.          6.2 **Tenant’s Risk**. Tenant agrees to use and occupy the Premises, and to use such otherportions of the Building(s) and the Park as Tenant is given the right to use by the Lease, asamended, at Tenant’s own risk. The Landlord Parties shall not be liable to the Tenant Parties forany damage, injury, loss, compensation, or claim (including, but not limited to, claims for theinterruption of or loss to a Tenant Party’s business) based on, arising out of or resulting fromany cause whatsoever, including, but not limited to, any fire, robbery, theft, mysteriousdisappearance, or any other crime or casualty, the actions of any other tenants of the Building(s)or of any other person or persons, or any leakage in any part or portion of the Premises or theBuilding(s) or the Park, or from water, rain or snow that mayleak into, or flow from any part of the Premises or the Building(s) or the Park, or fromdrains, pipes or plumbing fixtures in the Building(s) or the Park. Any goods, property or personaleffects stored or placed in or about the Premises shall be at the sole risk of the Tenant Party,and neither the Landlord Parties nor their insurers shall in any manner be held responsibletherefor. The Landlord Parties    805 Middlefield Road    First Amendment  -3- [Cavium Networks, Inc.]
 

 
shall not be responsible or liable to a Tenant Party, or to those claiming by, through or under aTenant Party, for any loss or damage that may be occasioned by or through the acts or omissions ofpersons occupying adjoining premises or any part of the premises adjacent to or connecting with thePremises or any part of the Building(s) or otherwise. The provisions of this section shall beapplicable until the expiration or earlier termination of the Term, and during such further periodas Tenant may use or be in occupancy of any part of the Premises or of the Building(s).          6.3 **Tenant’sCommercial General Liability Insurance**. Tenant agrees to maintain in full forceon or before the Extended Term Commencement Date and continuing throughout the Extended Term, andthereafter, for so long as Tenant is in occupancy of any part of the Premises, a policy ofcommercial general liability insurance, on an occurrence basis, issued on a form at least as broadas Insurance Services Office (“**ISO**”) Commercial General Liability Coverage “occurrence” form CG 0001 10 01 or another ISO Commercial General Liability “occurrence” form providing equivalentcoverage. Such insurance shall include broad form contractual liability coverage, specificallycovering but not limited to the indemnification obligations undertaken by Tenant in the Lease, asamended. The minimum limits of liability of such insurance shall be $5,000,000 per occurrence.          6.4 **Tenant’sProperty Insurance**. Tenant shall maintain at all times during the Extended Termof the Lease business interruption insurance and insurance against loss or damage covered by theso-called “all risk” type insurance coverage with respect to Tenant’s property, fixtures,furniture, equipment, machinery, goods, supplies, wares and merchandise, and all alterations,improvements and other modifications made by or on behalf of the Tenant in the Premises, and otherproperty of Tenant located at the Premises, except to the extent paid for by Landlord (collectively“**Tenant’s Property**”). The business interruption insurance required by this section shall be inminimum amounts typically carried by prudent tenants engaged in similar operations, but in no eventshall be in an amount less than twelve (12) months of the Base Rent then in effect during theExtended Term of the Lease. The “all risk” insurance required by this section shall be in an amountat least equal to the full replacement cost of Tenant’s Property. In addition, during such time asTenant is performing work in or to the Premises, Tenant, at Tenant’s expense, shall also maintain,or shall cause its contractor(s) to maintain, builder’s risk insurance for the full insurable valueof such work. Landlord and such additional persons or entities as Landlord may reasonably requestshall be named as loss payees, as their interests may appear, on the policy or policies required bythis section. In the event of loss or damage covered by the “all risk” insurance required by thissection, the responsibilities for repairing or restoring the loss or damage shall be determined inaccordance with Article 27 of the Lease. To the extent that Landlord is obligated to pay for therepair or restoration of the loss or damage covered by the policy, Landlord shall be paid theproceeds of the “all risk” insurance covering the loss or damage. To the extent Tenant is obligatedto pay for the repair or restoration of the loss or damage, covered by the policy, Tenant shall bepaid the proceeds of the “all risk” insurance covering the loss or damage. Ifboth Landlord and Tenant are obligated to pay for the repair or restoration of the loss ordamage covered by the policy, the insurance proceeds shall be paid to each of them in the pro rataproportion of their obligations to repair or restore the loss or damage. If the loss or damage isnot repaired or restored (for example, if the Lease, as amended, is terminated pursuant to Article27 of the Lease), the insurance proceeds shall be paid to Landlord and Tenant in the pro rataproportion of their relative contributions to the cost of the leasehold improvements covered by thepolicy.    805 Middlefield Road    First Amendment  -4- [Cavium Networks, Inc.]
 

 
          6.5 **Tenant’sOther Insurance**. Throughout the Extended Term, Tenant shall obtain and maintain(1) comprehensive automobile liability insurance (covering any automobiles owned or operated byTenant) issued on a form at least as broad as ISO Business Auto Coverage form CA 00 01 07 97 orother form providing equivalent coverage; (2) worker’s compensation insurance or participation in amonopolistic state workers’ compensation fund; and (3) employer’s liability insurance or (in amonopolistic state) Stop Gap Liability insurance. Such automobile liability insurance shall be inan amount not less than One Million Dollars($1,000,000) for each accident. Such worker’s compensation insurance shall carry minimum limits asdefined by the law of the jurisdiction in which the Premises are located (as the same may beamended from time to time). Such employer’s liability insurance shall be in an amount not less thanOne Million Dollars ($1,000,000) for each accident, One Million Dollars($1,000,000) disease-policy limit, and One Million Dollars ($1,000,000) disease-each employee.          6.6 **RequirementsFor Insurance**. All insurance required to be maintained by Tenant pursuant tothe Lease, as amended, shall be maintained with responsible companies that are admitted to dobusiness, and are in good standing, in the jurisdiction in which the Premises are located and thathave a rating of at least “A” and are within a financial size category of not less than “Class X”in the most current Best’s Key Rating Guide or such similar rating as may be reasonably selected byLandlord. All such insurance shall: (1) be acceptable in form and content to Landlord; (2) beprimary and noncontributory; and (3) contain an endorsement prohibiting cancellation, failure torenew, reduction of amount of insurance, or change in coverage without the insurer first givingLandlord ten (10) days’ prior written notice of such proposed action. No such policy shall containany deductible greater than $25,000. Such deductibles shall be deemed to be “insurance” forpurposes of the waiver in Section 6.13 below. Landlord reserves the right from time to time torequire Tenant to obtain higher minimum amounts of insurance based on such limits as arecustomarily carried with respect to similar properties in the area in which the Premises arelocated. The minimum amounts of insurance required by the Lease, as amended, shall not be reducedby the payment of claims or for any other reason. In the event Tenant shall fail to obtain ormaintain any insurance meeting the requirements of this Section, or to deliver such policies orcertificates as required by this Section, Landlord may, at its option, on five (5) days notice toTenant, procure such policies for the account of Tenant, and the cost thereof shall be paid toLandlord within five (5) days after delivery to Tenant of bills therefor.          6.7 **AdditionalInsureds**. The commercial general liability and auto insurance carried by Tenantpursuant to the Lease, as amended, shall name Landlord, Landlord’s managing agent, and such otherPersons as Landlord may reasonably request from time totime as additional insureds with respect to liability arising out of or related to the Lease,as amended, or the operations of Tenant (collectively “**Additional Insureds**”). Such insurance shallprovide primary coverage without contribution from any other insurance carried by or for thebenefit of Landlord, Landlord’s managing agent, or other Additional Insureds. Such insurance shallalso waive any right of subrogation against each Additional Insured.          6.8 **Certificatesof Insurance**. On or before the Extended Term Commencement Date, Tenant shallfurnish Landlord with certificates evidencing the insurance coverage required by the Lease, asamended, and renewal certificates shall be furnished to Landlord at least annually thereafter, andat least ten (10) days prior to the expiration date of each policy for which a certificate wasfurnished. (An acceptable form of such a certificate is attached as **Exhibit A**.) In jurisdictionsrequiring mandatory participation in a monopolistic state    805 Middlefield Road    First Amendment  -5- [Cavium Networks, Inc.]
 

 
workers’ compensation fund, the insurance certificate requirements for the coverage required forworkers’ compensation will be satisfied by a letter from the appropriate state agency confirmingparticipation in accordance with statutory requirements. Such current participation lettersrequired by this Section shall be provided every six (6) months for the duration of the Lease, asamended. Failure by the Tenant to provide the certificates or letters required by this Sectionshall not be deemed to be a waiver of the requirements in this Section. Upon request by Landlord, atrue and complete copy of any insurance policy required by the Lease, as amended, shall bedelivered to Landlord within ten (10) days following Landlord’s request.          6.9 **SubtenantsAnd Other Occupants**. Tenant shall require its subtenants and other occupants ofthe Premises to provide written documentation evidencing the obligation of such subtenant or otheroccupant to indemnify the Landlord Parties to the same extent that Tenant is required to indemnifythe Landlord Parties pursuant to Section 14 of the Lease, and to maintain insurance that meets therequirements of this Section, and otherwise to comply with the requirements of this Section. Tenantshall require all such subtenants and occupants to supply certificates of insurance evidencing thatthe insurance requirements of this Section have been met and shall forward such certificates toLandlord on or before the earlier of (i) the date on which the subtenant or other occupant or anyof their respective direct or indirect partners, officers, shareholders, directors, members,trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, inviteesor representatives first enters the Premises or (ii) the commencement of the sublease. Tenant shallbe responsible for identifying and remedying any deficiencies in such certificates or policyprovisions.          6.10 **No Violation Of Building Policies**. Tenant shall not commit or permit any violation of thepolicies of fire, boiler, sprinkler, water damage or other insurance covering the Park and/or thefixtures, equipment and property therein carried by Landlord, or do or permit anything to be done,or keep or permit anything to be kept, in the Premises, which in case of any of the foregoing (i)would result in termination of any such policies, (ii) would adversely affect Landlord’s right ofrecovery under any of such policies, or (iii) would result in reputable and independent insurancecompanies refusing to insure the Park or the property of Landlord in amounts reasonablysatisfactory to Landlord.          6.11 **Tenant To Pay Premium Increases**. If, because of anything done, caused or permitted to bedone, or omitted by Tenant (or its subtenant or other occupants ofthe Premises), the rates for liability, fire, boiler, sprinkler, water damage or otherinsurance on the Park or on the property and equipment of Landlord or any other tenant or subtenantin the Building(s) shall be higher than they otherwise would be, Tenant shall reimburse Landlordand/or the other tenants and subtenants in the Building(s) for the additional insurance premiumsthereafter paid by Landlord or by any of the other tenants and subtenants in the Building(s) whichshall have been charged because of the aforesaid reasons, such reimbursement to be made from timeto time on Landlord’s demand.          6.12 **Landlord’s Insurance**.               6.12.1 **Required insurance**. Landlord shall maintain insurance against loss or damage withrespect to the Building(s) on an “all risk” type insurance form, with customary exceptions, subjectto such deductibles as Landlord may determine, in an amount equal to at least the replacement valueof the Building(s). Landlord shall also maintain such    805 Middlefield Road    First Amendment  -6- [Cavium Networks, Inc.]
 

 
insurance with respect to any improvements, alterations, and fixtures of Tenant located at thePremises to the extent paid for by Landlord. The cost of such insurance shall be treated as a partof Operating Expenses. Such insurance shall be maintained with an insurance company selected byLandlord. Payment for losses thereunder shall be made solely to Landlord.               6.12.2 **Optional insurance**. Landlord may maintain such additional insurance with respect to theBuilding(s) and the Park, including, without limitation, earthquake insurance, terrorism insurance,flood insurance, liability insurance and/or rent insurance, as Landlord may in its sole discretionelect. Landlord may also maintain such other insurance as may from time to time be required byLandlord’s Mortgagee. The cost of all such additional insurance shall also be part of the OperatingExpenses.               6.12.3 **Blanket and self-insurance**. Any or all of Landlord’s insurance may be provided byblanket coverage maintained by Landlord or any affiliate of Landlord under its insurance programfor its portfolio of properties, or by Landlord or any affiliate of Landlord under a program ofself-insurance, and in such event Operating Expenses shall include the portion of the reasonablecost of blanket insurance or self-insurance that is allocated to the Building(s).               6.12.4 **No obligation**. Landlord shall not be obligated to insure, and shall not assume anyliability of risk of loss for, Tenant’s Property, including any such property or work of tenant’ssubtenants or occupants. Landlord will also have no obligation to carry insurance against, nor beresponsible for, any loss suffered by Tenant, subtenants or other occupants due to interruption ofTenant’s or any subtenant’s or occupant’s business.          6.13 **Waiver Of Subrogation**. The parties hereto waive and release any and all rights ofrecovery against the other, and agree not to seek to recover from the other or to make any claimagainst the other, and in the case of Landlord, against all Tenant Parties, and in the case ofTenant, against all Landlord Parties, for any loss or damage incurred by the waiving/releasingparty to the extent such loss or damage is insured under any insurance policy required by theLease, as amended, or which would have been so insured had the party carried the insurance it wasrequired to carry hereunder. Tenant shall obtain from its subtenants and other occupants of thePremises a similar waiver and release of claims against Tenant and/or Landlord. In addition, theparties hereto (and in the case of Tenant, its subtenants and other occupants of the Premises)shall procure an appropriate clause in, orendorsement on, any insurance policy required by the Lease, as amended, pursuant to which theinsurance company waives subrogation. The insurance policies required by the Lease, as amended,shall contain no provision that would invalidate or restrict the parties’ waiver and release of therights of recovery in this section. The parties hereto covenant that no insurer shall hold anyright of subrogation against the parties hereto by virtue of such insurance policy.     The term “**Landlord Party**” or “**Landlord Parties**” shall mean Landlord, any affiliate ofLandlord, Landlord’s managing agents for the Building(s), each Landlord’s Mortgagee, and each oftheir respective direct or indirect partners, officers, shareholders, directors, members, trustees,beneficiaries, servants, employees, principals, contractors, licensees, agents or representatives.For the purposes of this First Amendment, notwithstanding anything set forth in the Lease, asamended, to the contrary, the term “**Tenant Party**” or “**Tenant Parties**” shall mean Tenant, anyaffiliate of Tenant, any permitted subtenant or any other permitted occupant of the Premises, and    805 Middlefield Road    First Amendment  -7- [Cavium Networks, Inc.]
 

 
each of their respective direct or indirect partners, officers, shareholders, directors, members,trustees, beneficiaries, servants, employees, principals, contractors, licensees, agents, inviteesor representatives.          6.14 **Tenant’s Work**. During such times as Tenant is performing work or having work or servicesperformed in or to the Premises, Tenant shall require its contractors, and their subcontractors ofall tiers, to obtain and maintain commercial general liability, automobile, workers compensation,employer’s liability, builder’s risk, and equipment/property insurance in such amounts and on suchterms as are customarily required of such contractors and subcontractors on similar projects. Theamounts and terms of all such insurance are subject to Landlord’s written approval, which approvalshall not be unreasonably withheld. The commercial general liability and auto insurance carried byTenant’s contractors and their subcontractors of all tiers pursuant to this section shall nameLandlord, Landlord’s managing agent, and such other Additional Insureds named by Landlord from timeto time. Such insurance shall provide primary coverage without contribution from any otherinsurance carried by or for the benefit of Landlord, Landlord’s managing agent, or other AdditionalInsureds. Such insurance shall also waive any right of subrogation against each Additional Insured.Tenant shall obtain and submit to Landlord, prior to the earlier of (i) the entry onto the Premisesby such contractors or subcontractors or (ii) commencement of the work or services, certificates ofinsurance evidencing compliance with the requirements of this section.     7. **Option Term**.          7.1 **Option Right**. Landlord hereby grants to the Original Tenant, and any “PermittedTransferee,” as that term is defined in Section 15.7 of the Lease, one (1) option to extend theExtended Term for a period of three (3) years (the “**Option Term**”), which option shall beirrevocably exercised only by written notice delivered by Tenant to Landlord not earlier thanAugust 31, 2010 and not later than November 30, 2010, provided that the following conditions **(**the“**Option Conditions**”) are satisfied: (i) as of the date of delivery of such notice, Tenant is not indefault under the Lease, as amended; (ii) as of the end of the Extended Term, Tenant is not indefault under the Lease, as amended, beyond any applicable notice and cure period; (iii) Tenant hasnot previously been in default under the Lease, asamended, beyond any applicable notice and cure period, more than once; and (iv) the Lease, asamended, then remains in full force and effect and Original Tenant or a Permitted Transfereeoccupies the entire Premises at the time the option to extend is exercised and as of thecommencement of the Option Term. Landlord may, at Landlord’s option, exercised in Landlord’s soleand absolute discretion, waive any of the Option Conditions in which case the option, if otherwiseproperly exercised by Tenant, shall remain in full force and effect. Upon the proper exercise ofsuch option to extend, and provided that Tenant satisfies all of the Option Conditions (exceptthose, if any, which are waived by Landlord), the Extended Term, as it applies to the entirePremises, shall be extended for a period of three (3) years. The rights contained in thisSection7 shall be personal to Original Tenant and any Permitted Transferee and may be exercised byOriginal Tenant or a Permitted Transferee only (and not by any other assignee, sublessee ortransferee of Tenant’s interest in the Lease, as amended).          7.2 **Option Rent**. The annual Rent payable by Tenant during the Option Term (the “**Option Rent**”)shall be equal to the “Fair Rental Value,” as that term is defined below, for the Premises as ofthe commencement date of the Option Term. The “**Fair Rental**    805 Middlefield Road    First Amendment  -8- [Cavium Networks, Inc.]
 

 
**Value**,” as used in this First Amendment shall be equal to the annual rent per rentable square foot,including all escalations, at which tenants (pursuant to leases consummated within the twelve (12)month period preceding the first day of the Option Term), are leasing non-sublease, non-encumbered,non-equity space which is not significantly greater or smaller in size than the subject space, fora comparable lease term, in an arm’s length transaction, which comparable space is located inbuildings within the Park and the comparable office buildings located in the Mountain View,California area (“**Comparable Buildings**”) (transactions satisfying the foregoing criteria shall beknown as the “**Comparable Transactions**”), taking into consideration the following concessions (the“**Concessions**”): (a) rental abatement concessions, if any, being granted such tenants in connectionwith such comparable space; (b) tenant improvements or allowances provided or to be provided forsuch comparable space, and taking into account the value, if any, of the existing improvements inthe subject space, such value to be based upon the age, condition, design, quality of finishes andlayout of the improvements and the extent to which the same can be utilized by a general officeuser other than Tenant; and (c) other reasonable monetary concessions being granted such tenants inconnection with such comparable space; provided, however, that in calculating the Fair RentalValue, no consideration shall be given to (i) the fact that Landlord is or is not required to pay areal estate brokerage commission in connection with Tenant’s exercise of its right to extend theExtended Term, or the fact that landlords are or are not paying real estate brokerage commissionsin connection with such comparable space, and (ii) any period of rental abatement, if any, grantedto tenants in comparable transactions in connection with the design, permitting and construction oftenant improvements in such comparable spaces. The Fair Rental Value shall additionally include adetermination as to whether, and if so to what extent, Tenant must provide Landlord with financialsecurity, such as a letter of credit or guaranty, for Tenant’s Rent obligations in connection withTenant’s lease of the Premises during the Option Term. Such determination shall be made byreviewing the extent of financial security then generally being imposed in Comparable Transactionsfrom tenants of comparable financial condition and credit history to the then existing financialcondition and credit history of Tenant (with appropriate adjustments to account for differences inthe then-existing financial condition of Tenant and such other tenants). The Concessions (A) shallbe reflected in the effective rental rate (which effective rental rate shall take intoconsiderationthe total dollar value of such Concessions as amortized on a straight-line basis over theapplicable term of the Comparable Transaction (in which case such Concessions evidenced in theeffective rental rate shall not be granted to Tenant)) payable by Tenant, or (B) at Landlord’selection, all such Concessions shall be granted to Tenant in kind. Notwithstanding anything to thecontrary contained in this Section 7.2 above, if there are not a sufficient number of ComparableTransactions with a comparable lease term to the Option Term (i.e. three (3) years) to determinethe Fair Rental Value for a lease of such duration, then the Fair Rental Value for purposes of thisSection 7.2 shall be equal to that of Comparable Transactions with a term of five (5) years,provided that the Concessions shall be appropriately prorated on a fractional basis to account forthe shorter term of lease.          7.3 **Determination of Option Rent**. In the event Tenant timely and appropriately exercises theoption to extend the Extended Term, Landlord shall notify Tenant of Landlord’s determination of theOption Rent on or before the Extended Term Expiration Date. If Tenant, on or before the date whichis thirty (30) days following the date upon which Tenant receives Landlord’s determination of theOption Rent, in good faith objects to Landlord’s determination of the Option Rent, then Landlordand Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. IfLandlord and Tenant fail to reach agreement    805 Middlefield Road    First Amendment  -9- [Cavium Networks, Inc.]
 

 
within thirty (30) days following Tenant’s objection to the Option Rent (the “**Outside AgreementDate**”), then each party shall make a separate determination of the Option Rent, as the case may be,within five (5) days, and such determinations shall be submitted to arbitration in accordance withSections 7.3.1 through 7.3.7, below.               7.3.1 Landlord and Tenant shall each appoint one arbitrator who shall be, at the option of theappointing party, a real estate broker, appraiser or attorney who shall have been active over thefive (5) year period ending on the date of such appointment in the leasing or appraisal, as thecase may be, of commercial office buildings in the area of Mountain View, California. Thedetermination of the arbitrators shall be limited solely to the issue of whether Landlord’s orTenant’s submitted Option Rent is the closest to the actual Option Rent, taking into account therequirements of Section 7.2 of this First Amendment, as determined by the arbitrators. Each sucharbitrator shall be appointed within fifteen (15) days after the Outside Agreement Date. Landlordand Tenant may consult with their selected arbitrators prior to appointment and may select anarbitrator who is favorable to their respective positions. The arbitrators so selected by Landlordand Tenant shall be deemed “**Advocate Arbitrators**.”               7.3.2 The two (2) Advocate Arbitrators so appointed shall be specifically required pursuant toan engagement letter within ten (10) business days of the date of the appointment of the lastappointed Advocate Arbitrator to agree upon and appoint a third arbitrator (“**Neutral Arbitrator**”)who shall be qualified under the same criteria set forth hereinabove for qualification of the twoAdvocate Arbitrators, except that neither the Landlord or Tenant or either parties’ AdvocateArbitrator may, directly or indirectly, consult with the Neutral Arbitrator prior or subsequent tohis or her appearance. The Neutral Arbitrator shall be retained via an engagement letter jointlyprepared by Landlord’s counsel and Tenant’s counsel.               7.3.3 The three arbitrators shall, within thirty (30) days of the appointment of the NeutralArbitrator, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submittedOption Rent, and shall notify Landlord and Tenant thereof.               7.3.4 The decision of the majority of the three arbitrators shall be binding upon Landlord andTenant.               7.3.5 If either Landlord or Tenant fails to appoint an Advocate Arbitrator within fifteen (15)days after the Outside Agreement Date, then either party may petition the presiding judge of theSuperior Court of Santa Clara County to appoint such Advocate Arbitrator subject to the criteria inSection 7.3.1 of this First Amendment, or if he or she refuses to act, either party may petitionany judge having jurisdiction over the parties to appoint such Advocate Arbitrator.               7.3.6 If the two (2) Advocate Arbitrators fail to agree upon and appoint the NeutralArbitrator, then either party may petition the presiding judge of the Superior Court of Santa ClaraCounty to appoint the Neutral Arbitrator, subject to criteria in Section 7.3.2 of this FirstAmendment, or if he or she refuses to act, either party may petition any judge having jurisdictionover the parties to appoint such arbitrator.               7.3.7 The cost of the arbitration shall be paid by Landlord and Tenant equally.    805 Middlefield Road    First Amendment  -10- [Cavium Networks, Inc.]
 

 
     In the event that the Option Rent shall not have been determined pursuant to the terms hereofprior to the commencement of the Option Term, Tenant shall be required to pay the Option Rentinitially provided by Landlord to Tenant, and upon the final determination of the Option Rent, thepayments made by Tenant shall be reconciled with the actual amounts of Option Rent due, and theappropriate party shall make any corresponding payment to the other party.     8. **Consequential Damages. Notwithstanding any provision to the contrary contained in theLease, as amended, neither Landlord any of the Landlord Parties shall be liable under anycircumstances for injury or damage to, or interference with, Tenant’s business, including but notlimited to, loss of profits, loss of rents or other revenues, loss of business opportunity, loss ofgoodwill or loss of use, in each case, however occurring.     9. **Audit Right**. Notwithstanding anything to the contrary contained in Section 6.5 of theLease, Landlord and Tenant hereby agree that, effective as of the date hereof, the rights set forthin Section 6.5 of the Lease may be exercised by Tenant only if as of the date of Tenant’s timelyand proper request for an audit, Tenant is not in default under the Lease, as amended.     10. **Patriot Act and Executive Order 13224**. As an inducement to Landlord to enter into thisFirst Amendment, Tenant hereby represents and warrants that: (i) Tenant is not, nor is it owned orcontrolled directly or indirectly by, any person, group, entity or nation named on any list issuedby the Office of Foreign Assets Control of the United States Department of the Treasury (“**OFAC**”)pursuant to Executive Order 13224 or any similar list or any law, order, rule or regulation or anyExecutive Order of the President of the United States as a terrorist, “Specially DesignatedNational and Blocked Person” or other banned or blocked person (any such person, group, entity ornation being hereinafter referred to as a“**Prohibited Person**”); (ii) Tenant is not (nor is it owned or controlled, directly orindirectly, by any person, group, entity or nation which is) acting directly or indirectly for oron behalf of any Prohibited Person; and (iii) from and after the effective date of the abovereferenced Executive Order, neither Tenant (nor any person, group, entity or nation which owns orcontrols Tenant, directly or indirectly) has conducted or will conduct business or has engaged orwill engage in any transaction or dealing with any Prohibited Person, including without limitationany assignment of the Lease, as hereby amended, or any subletting of all or any portion of thePremises or the making or receiving of any contribution of funds, goods or services to or for thebenefit of a Prohibited Person in violation of the U.S. Patriot Act or any OFAC rule or regulation.In connection with the foregoing, it is expressly understood and agreed that (y) any breach byTenant of the foregoing representations and warranties shall be deemed a default by Tenant underthe Lease, as amended, and shall be covered by the indemnity provisions of Section 14 of the Lease,and (z) the representations and warranties contained in this Section 10 shall be continuing innature and shall survive the expiration or earlier termination of the Lease, as hereby amended.     11. **Notices**. Notwithstanding anything to the contrary contained in the Lease, as of the dateof this First Amendment, any notices to Landlord must be sent, transmitted, or delivered, as thecase may be, to the following addresses:    805 Middlefield Road    First Amendment  -11- [Cavium Networks, Inc.]
 

 
                    BostonProperties Limited Partnership**