Exhibit 10.28**TRIPLE NET SUB-SUBLEASE**          This SUB-SUBLEASE (this “Sub-sublease”) is entered into as of June 27, 2006 (the “ExecutionDate”) by and between TERAYON COMMUNICATION SYSTEMS, INC., a Delaware corporation(“Sub-sublandlord”), and CITRIX SYSTEMS, INC., a Delaware corporation (“Sub-subtenant”).**1. BACKGROUND**.          **1.1 Premises**. Sobrato Development Companies #961, a California limited partnership(successor-in-interest to Sobrato Interests III, a California limited partnership (“OriginalSobrato”)) (“Master Landlord”), holds fee simple title to a parcel of land located at 4988Great America Parkway, Santa Clara, California, as more particularly described in **Exhibit A**attached hereto, including a five (5) story building located on such land, which buildingcontains approximately One Hundred Forty Thousand Nine Hundred Sixty-Five (140,965) square feet(the “Building,” together with such land is sometimes collectively referred to herein as the“Property”). The “Premises,” as more particularly described in **Exhibit B**attached hereto, shallmean the Property together with: (a) all other buildings, structures and improvements, if any,located on the Property; and (b) the appurtenances of Master Landlord and all the estate andrights of Master Landlord in and to the Property.          **1.2 Master Lease**. Original Sobrato entered into a Lease, dated September 18, 1996 (the“Master Lease”), with VeriFone, Inc., a California corporation, predecessor-in-interest toHewlett-Packard Company, a Delaware corporation (“Sublandlord”), pursuant to which MasterLandlord leased the Premises to Sublandlord.          **1.3 Sublease**. Sublandlord and Sub-sublandlord entered into a Triple Net Sublease datedApril 1, 2002 (the “Sublease”), pursuant to which Sublandlord subleases the Premises toSub-sublandlord. Sub-subtenant acknowledges its receipt in April, 2006, from Sub-sublandlord,of a copy of the Master Lease, the Sublease, and an itemized triple-net (NNN) expense reportincluding all utility and janitorial costs, for the Premises for each month of calendar year2005. Sub-sublandlord represents that it has provided Sub-subtenant with, to best ofSub-sublandlord’s knowledge, true, complete and accurate copies of the Master Lease and Subleasein Sub-sublandlord’s possession.          **1.4 Desire to Sub-sublease**. Sub-sublandlord desires to sub-sublease the Premises toSub-subtenant, and Sub-subtenant desires to sub-sublease the Premises from Sub-sublandlord.                    NOW, THEREFORE**,**in consideration of the covenants and agreements of the parties contained inthis Sub-sublease, and for other good and valuable consideration, the receipt and sufficiency ofwhich are conclusively acknowledged by both parties, Sub-sublandlord and Sub-subtenant agree as setforth below.**2. DEMISING OF PREMISES**. Sub-sublandlord hereby sub-subleases the Premises to Sub-subtenant, andSub-subtenant hereby sub-subleases the Premises from Sub-sublandlord, for the Sub-sublease Term (asdefined below in **Section 3**), upon the terms and conditions of this Sub-sublease.
 

 
**3. SUB-SUBLEASE TERM**. Subject to **Sections 4, 5**and **6**below, the term of this Sub-sublease (the“Sub-sublease Term”) shall commence on or before September 18, 2006 (the “Targeted Delivery Date”),and shall expire on October 31, 2009 (the “Expiration Date”), unless terminated sooner inaccordance with the terms of this Sub-sublease. On the Targeted Delivery Date Sub-sublandlordshall deliver sole and exclusive possession, free of all parties in possession, of all thePremises. The date on which Sub-sublandlord actually delivers sole and exclusive possession of allthe Premises shall constitute the commencement date (the “Commencement Date”). Whether or not theTargeted Delivery Date actually precedes or coincides with Sub-sublandlord’s delivery of thepossession of all of the Premises, the parties shall confirm the Commencement Date by a letteragreement substantially in the form of **Exhibit C**attached hereto, within five (5) business daysafter the Commencement Date occurs, and Base Rent (as defined in **Subsection 7.1**below) shall be dueand payable in accordance with **Subsection 7.2**and Sub-subtenant shall continue paying AdditionalRent (as defined in **Subsection 7.3**below).**4. CONDITIONS PRECEDENT TO EFFECTIVE SUB-SUBLEASE COMMENCEMENT DATE.**Notwithstanding theSub-sublandlord and Sub-subtenant’s full execution of this Sub-sublease, the Sub-sublease Termshall not commence unless all of the following eight (8) conditions precedent (the “ConditionsPrecedent”) have occurred on or before June 23, 2006 (the “Conditions Precedent SatisfactionDate”). If any of the Conditions Precedent fail to occur by the Conditions Precedent SatisfactionDate (subject to force majeure as set forth in **Subsection 12.3**below), the Targeted Delivery Dateshall be extended one business day for each business day of delay in the occurrence of all theConditions Precedent. If any of the Conditions Precedent fail to occur by June 30, 2006, thisSub-sublease shall terminate, which termination shall render all terms and conditions hereundernull and void, unless the Sub-sublandlord and Sub-subtenant mutually agree in writing to extendsuch date.          **4.1 Execution of this Sub-sublease.**Sub-sublandlord and Sub-subtenant shall fully executethis Sub-sublease.          **4.2 Sub-sublandlord’s Replacement Space.**Sub-sublandlord and a third-party landlord shallsign a lease for replacement space, thereby enabling Sub-sublandlord to deliver to Sub-subtenantthe Premises on or before the Targeted Delivery Date.          **4.3 Landlord Consents.**Sub-sublandlord shall obtain the written consent to thisSub-sublease from: (1) the Master Landlord, in a form acceptable to Sub-subtenant, in theexercise of its reasonable discretion (the “Master Landlord Consent”), and (2) the Sublandlord,in substantially the form of the attached (the “Sublandlord Consent,” together with the MasterLandlord Consent referred to herein as the “Landlord Consents”). Each of the Landlord Consentsshall include their respective approvals of the TI Plans, pursuant to **Subsection 4.4**below.          **4.4 Approval of Sub-subtenant’s Tenant Improvements.**Master Landlord, Sublandlord andSub-sublandlord shall deliver their reasonable written approval of the initial tenantimprovements proposed by Sub-subtenant for the Premises. Sub-sublandlord acknowledges thatSub-subtenant delivered its TI Plans on May 12, 2006 to Master Landlord,
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Sublandlord and Sub-sublandlord. Such written approvals of the TI Plans by the MasterLandlord and Sublandlord shall be set forth in their respective Landlord Consents.          **4.5 Release from Master Lease and Sublease Restoration Obligations.**Upon written approvalof the TI Plans by Master Landlord: (i) Sub-subtenant shall be released from all restorationobligations otherwise owed by Sublandlord and/or Sub-sublandlord under the Master Lease orSublease; (ii) Sub-sublandlord shall be released from all restoration obligations under theSublease; and (iii) Sublandlord shall be released from all restoration obligations under theMaster Lease and Sublease. If Master Landlord does not approve Sub-subtenant’s TI Plans andSub-subtenant enters into the Definitive Lease (as defined in **Subsection 4.7**below), then, andonly then shall Sub-subtenant assume the restoration obligations of Sublandlord andSub-sublandlord.          **4.6 Sublandlord’s Acceptance of Sub-subtenant’s Attornment.**Sub-sublandlord shall usecommercially reasonable efforts to obtain from Sublandlord an attornment agreement as containedin the Sublandlord Consent attached hereto or a separate agreement to the effect that if anydefault by Sub-sublandlord under the Sublease causes the Sublease to terminate, Sublandlord willaccept Sub-subtenant’s attornment and honor this Sub-sublease (unless Sub-subtenant is in breachof this Sub-sublease).          **4.7 Master Landlord’s Acceptance of Sub-subtenant’s Attornment.**Sub-sublandlord shall usecommercially reasonable efforts to obtain from Master Landlord the Master Landlord Consent whichwill provide that if any default by Sublandlord under the Master Lease causes the Sublease toterminate, Master Landlord will accept Sub-subtenant’s attornment and honor this Sub-subleasefor the balance of the Sub-sublease Term (unless Sub-subtenant is in breach of thisSub-sublease).          **4.8 Execution of Lease Agreement by and between Master Landlord and Sub-subtenant**. MasterLandlord and Sub-subtenant are contemporaneously negotiating a definitive lease for the Premiseswith an effective date on or about November 1, 2009. This definitive lease for the Premisesbetween Master Landlord and Sub-subtenant shall have been fully executed (the “DefinitiveLease”).**5. DELIVERY OF POSSESSION.**(a) Sub-sublandlord shall deliver sole and exclusive possession, freeof all parties in possession, of all the Premises to Sub-subtenant on or before the TargetedDelivery Date. If Sub-sublandlord does not deliver possession to Sub-subtenant of the Premises, orany portion thereof, on or before the Targeted Delivery Date, Sub-sublandlord shall pay Base Rent(as defined in **Subsection 7.1**below) and Additional Rent (as defined in **Subsection 7.3**below) forwhatever portion of the Premises that Sub-sublandlord then occupies for the period of time itremains in possession of such space after the Targeted Delivery Date until the date Sub-sublandlordvacates such space.          (b) Notwithstanding the foregoing, if for any reason (other than Sub-subtenant’s defaultunder this Sub-sublease) Sub-sublandlord does not deliver possession of the Premises toSub-subtenant on or before October 31, 2006, (the “Vacation Date”), Sub-subtenant shall have theright to either (i) terminate this Sub-sublease by providing written notice of the same toSub-sublandlord within five (5) days after the Vacation Date (“Final Termination Right”), or (ii)
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institute legal or other action of specific performance to require Sub-sublandlord to vacatethe Premises, or any portion thereof, and deliver possession of the same to Sub-subtenant in thecondition required under this Sub-sublease.**6. EARLY OCCUPANCY.**Following the Conditions Precedent Satisfaction Date, Sub-subtenant shall havethe right to occupy the fourth (4th) and fifth (5th) floors of the Building,without paying any Base Rent (as defined in **Subsection 7.1**below), but shall pay its pro rata share(depending on the amount of space in the Building occupied by Sub-subtenant) of Additional Rent (asdefined in **Subsection 7.3**below), for the period from the date Sub-subtenant takes possession ofthe fourth (4th) and fifth (5th) floors of the Building until the TargetedDelivery Date. If, prior to the Targeted Delivery Date, Sub-sublandlord vacates the first(1st) and second (2nd) floors of the Building and delivers the same toSub-subtenant for its sole and exclusive occupancy, Sub-subtenant shall have the right to occupysuch floors without paying Base Rent, but shall pay its pro rata share (depending on the amount ofspace in the Building occupied by Sub-subtenant) of Additional Rent, for the period from the dateSub-subtenant takes possession of such floors until the Commencement Date.**7. RENT**.          **7.1 Payment; Proration, etc.**The parties hereto shall cause Sublandlord to agree in itsLandlord Consent to this Sub-sublease and shall cause Sublandlord to send its monthly invoicesfor all rent under the Sublease to each of Sub-sublandlord and Sub-subtenant at the addressesunder **Subsection 12.4**below (Notices) showing their respective share of the rent then due.Sub-sublandlord and Sub-subtenant shall pay all rental payments due hereunder, in accordancewith the payment schedule under Section 3.1 of the Sublease, as evidenced by such invoices,directly to Sublandlord at 1501 Page Mill Road, MS 1001, Palo Alto, CA 94304, or at such otheraddress as may be designated in writing by Sublandlord, on the first day of each and every monthof the Sub-sublease Term (except for the first month’s rent which shall be due pursuant to**Subsection 7.2**below) as base monthly rent (“Base Rent”) for the Premises.Sub-sublandlord shall be responsible to pay Sublandlord directly all rents owed under Section3.1 of the Sublease less the following rents which shall be paid by Sub-subtenant directly toSublandlord:   *Duration* *Price/SF/Month/NNN*From Early Occupancy Date to the Commencement Date $0 (no Base Rent)   Months 1-12 following the Commencement Date $1.25   Months 13-24 $1.2875   Months 25 – Expiration Date $1.33Fixed rent for partial months at the beginning or end of the Sub-sublease Term shall be proratedbased on the number of days in such month within the Sub-sublease Term divided by thirty (30).
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          **7.2 First Month’s Rent.**Sub-subtenant shall pay to Sublandlord an amount equal to thefirst month’s payable rent no later than five (5) business days after the Commencement Date. IfSub-subtenant subsequently exercises its Final Termination Right, then such rent shall bereturned to Sub-subtenant.          **7.3 Additional Rent.**The parties hereto shall cause Sublandlord to agree in its LandlordConsent and cause Sublandlord to send its monthly invoices for Additional Rent (as defined inthis **Subsection 7.3**) directly to Sub-subtenant. During the term of this Sub-sublease andpursuant to **Section 6**above, Sub-subtenant shall pay directly to Sublandlord an amount equal toall payments of additional rent required to be made by Sublandlord pursuant to the Sublease,including without limitation operating costs and Maintenance (as defined in Section 6.1 of theSublease) costs (“Additional Rent”). Sub-subtenant shall pay each such item of Additional Rentat the same time as Sub-sublandlord is required to make the corresponding payment under Section3.3 of the Sublease. Additional Rent for any partial month shall be prorated as set forth in**Subsection 7.1**above.          **7.4 Other Payments Relating to the Premises**. Sub-subtenant shall pay any and all otherpayments due in accordance with the Sublease and Master Lease with respect to the Premisesduring the Sub-sublease Term, but excluding any payments owed by Sublandlord or Sub-sublandlordfor the period prior to the Commencement Date and excluding any liabilities of Sublandlord underthe Sublease arising prior to the Commencement Date. Sub-subtenant shall make all such paymentsat the same time as Sub-sublandlord is required to make the corresponding payment under theSublease, but in no event shall Sub-subtenant be required to make any such payment earlier thanten (10) business days after receipt of an invoice from Master Landlord, Sublandlord orSub-sublandlord. Any such other payments for any partial month shall be prorated as set forthin **Subsection 7.1**above.          Anything in this Sub-sublease to the contrary notwithstanding, Sub-subtenant shall not berequired to make a payment under **Subsections 7.1**and **7.3**of this Sub-sublease to more than one ofthe following parties: Sub-sublandlord, Sublandlord or Master Landlord.          **7.5 Other Payments to Sub-sublandlord**. Upon Sub-subtenant’s receipt of confirmation ofeach of the following deliverables set out below (“Sub-sublandlord’s Deliverables”),Sub-subtenant shall cause to be paid to Sub-sublandlord a one time payment of three hundredthousand dollars ($300,000.00), of which one hundred fifty thousand dollars ($150,000.00) is tobe made thirty (30) days following Sub-subtenant’s receipt of confirmation of Sub-sublandlord’sDeliverables. Sub-sublandlord’s Deliverables constitute:          (a) an executed Sub-sublease agreement between Sub-subtenant and Sub-sublandlord withSublandlord’s consent; and          (b) an executed lease agreement between Sub-sublandlord and Master Landlord.The balance of one hundred fifty thousand dollars ($150,000.00) is to be made thirty (30) daysfollowing the Commencement Date.**8. CONDITION OF PREMISES**. Sub-subtenant shall take possession of the Premises in its “AS IS”condition, subject to the requirements of this **Section 8**.
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          **8.1 Good Working Condition.**Sub-sublandlord shall deliver the Premises to Sub-subtenantwith lighting and /or ballasts replaced or repaired that reasonably require replacement orrepair, and any damaged or soiled ceiling tiles replaced. Sub-sublandlord warrants that theHVAC system is in good working order as of the Commencement Date, and that, to the best ofSub-sublandlord’s knowledge, Sub-sublandlord has not received any written notice of anyviolation of any statute, code, regulation, ordinance or rule of any governmental agency as ofthe Commencement Date. Sub-sublandlord has provided Sub-subtenant with any recent inspections,maintenance records or reports on the Premises, including documents relating to HVAC(mechanical), electrical, and plumbing systems, and the roof. Sub-subtenant, at its sole costand expense, hereby confirms that it has ample time to undertake its own inspections of any ofthe Building’s systems and other portions of the Premises.          **8.2 Existing Furniture and Partitions.**(a) Sub-subtenant shall have the right to use theexisting office furniture located on the Premises, including all conference room furniture, andfurniture systems and partitions (collectively, the “Furniture”), during the term of thisSub-sublease at no additional cost to Sub-subtenant. Sub-subtenant shall be solely responsiblefor all costs associated with the maintenance, repair, modification and relocation of theFurniture located on or brought onto the Premises. At the end of the Sub-sublease Term, allitems included herein shall become the sole property of Sub-subtenant. On the Expiration Date,Sub-sublandlord shall transfer all of its right, title and interest in the Furniture, free andclear of all liens and encumbrances, to Sub-subtenant under the Bill of Sale attached hereto as**Exhibit D**. An inventory of the Furniture, agreed to by the parties hereto, as of the ExecutionDate is attached hereto as **Schedule 8.2**.          (b) Upon Sub-subtenant’s request, submitted to Sub-sublandlord within fifteen (15) daysafter the expiration of the Final Termination Right, Sub-sublandlord shall give to Sub-subtenanta date on which Sub-sublandlord shall reset, reconnect and electrify all or a portion of thecubicle partitions on both the fourth (4th) and fifth (5th) floors of theBuilding, in the same configuration as existed during Sub-sublandlord’s occupancy of suchfloors. Alternatively, at Sub-subtenant’s option, Sub-sublandlord and Sub-subtenant shallestimate and agree to the cost of resetting, reconnecting and electrifying all or a portion ofthe cubicle partitions and Sub-sublandlord shall pay the costs for the same to Sub-subtenant.          **8.3 Voice and Data Systems.**Sub-subtenant shall have the right to use the existing voiceand data network wiring installed on the Premises at no cost to Sub-subtenant. Prior to theTargeted Delivery Date, Sub-sublandlord shall remove the complete phone system, including allhandsets, phone sets, switches and voice mail, from the Premises.          **8.4 Removal of Sub-sublandlord’s Signage.**Sub-sublandlord, at its sole cost and expense,shall remove all personal signage on the Premises within five (5) business days afterSub-sublandlord has provided Sub-subtenant the date on which the last portion of the Premises isready for occupancy by Sub-subtenant and after the Commencement Date.
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**9. SUBLEASING COVENANTS**.          **9.1 Incorporation of Sublease**. The Sublease is hereby incorporated by reference into thisSub-sublease, except to the extent the Sublease is inconsistent with the express terms of thisSub-sublease, and, as incorporated, becomes an agreement between Sub-sublandlord andSub-subtenant. Wherever this Sub-sublease conflicts with an incorporated term of the Sublease,this Sub-sublease shall govern, but wherever reasonably possible, such a conflict shall beresolved by making Sub-subtenant’s obligations under both documents coterminous and exactly thesame. Notwithstanding the early termination of the Sublease or the Master Lease for any reasonwhatsoever, the parties hereto shall be bound by the provisions of the Sublease incorporatedherein by this **Subsection 9.1**. Notwithstanding the foregoing, Sub-subtenant shall not besubject to, or have any obligations under Sections 7 (“Broker”) and 12 (“Letter of Credit”) ofthe Sublease.          **9.2 Defined Terms**. Except as otherwise provided in **Subsection 9.1**above, each reference to“Sublessor” in the Sublease shall be deemed replaced by a reference to “Sub-sublandlord.”Except as otherwise provided in **Subsection 9.1**above, each reference to “Sublessee” in theSublease shall be deemed replaced by a reference to “Sub-subtenant.” Each reference to theSublease shall be deemed, where appropriate, to refer to this Sub-sublease. All other definedterms shall be deemed appropriately modified to reflect the circumstances of this Sub-sublease.          **9.3 Compliance with Sublease**. Subject to the exclusions set out in **Subsection 9.1**above,Sub-subtenant agrees to be bound by and to fully comply with all obligations of Sub-sublandlordas subtenant under the Sublease, except to the extent that this Sub-sublease expressly requiresSub-sublandlord to perform any obligations of subtenant under the Sublease.          **9.4 Indemnity**.          (a) Indemnification by Sub-sublandlord. Sub-sublandlord shall indemnify defendand hold Sub-subtenant harmless from and against any and all claims resulting fromSub-sublandlord default under this Sub-sublease, the Master Lease, the Sublease or any negligentacts or omissions or willful misconduct of Sub-sublandlord or by any officer, director,employee, agent, contractor or authorized representative of Sub-sublandlord.          (b) Indemnification by Sub-subtenant. Sub-subtenant shall indemnify defend andhold Sub-sublandlord harmless from and against any and all claims resulting from Sub-subtenant’sdefault under this Sub-sublease, the Master Lease, the Sublease or any negligent acts oromissions or willful misconduct of Sub-subtenant or by any officer, director, employee, agent,contractor or authorized representative of Sub-subtenant.          **9.5 Rights and Benefits Under Sublease**. Sub-subtenant shall have all the rights,privileges and benefits granted to or conferred upon Sub-sublandlord as subtenant under theSublease, *provided that* Sub-subtenant’s exercise of such rights, privileges and benefitsshall not cause Sub-sublandlord to be in default under the Sublease.
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          **9.6 Performance by Master Landlord, Sublandlord and Sub-sublandlord**.               **9.6.1 No Sub-sublandlord Obligation**. Whenever the Sublease requires Sublandlord to provideany benefit or service and/or where the Master Lease requires the Master Landlord to provide anysuch benefit or service, Sub-subtenant shall be entitled to receive such benefit or servicedirectly from Sublandlord under the Sublease and (if applicable) from Master Landlord under theMaster Lease. Sub-sublandlord, subject to the obligations as set forth in this Sub-sublease,shall have no liability to Sub-subtenant, and Sub-subtenant’s obligations under thisSub-sublease shall not be reduced, restricted, diminished or deferred, on account ofSub-sublandlord’s failure to provide any service or benefit under the Sublease or Master Lease,or failure to perform any obligation under the Sublease or Master Lease, unless such failure iscaused by Sub-sublandlord’s default under an obligation under this Sub-sublease.          **9.7 Enforcement by Sub-subtenant**. If Sublandlord shall fail or refuse to comply with anyof the terms of the Sublease, or if Master Landlord shall fail or refuse to comply with any ofthe terms of the Master Lease, Sub-subtenant shall have the right, upon notice toSub-sublandlord and so long as Sub-subtenant shall not be in default under this Sub-sublease (inthe case of non-monetary defaults, beyond applicable cure periods), to exercise, in its ownname, and that of Sub-sublandlord, all the rights available to Sub-sublandlord as subtenantunder the Sublease to enforce performance on the part of Sublandlord thereunder, and toexercise, in its own name, and that of Sublandlord, all the rights available to Sublandlord astenant under the Master Lease to enforce performance on the part of Master Landlord thereunder.          **9.8 Preservation of Sublease.**So long as Sub-subtenant is not in default: (i)Sub-sublandlord shall preserve the Sublease and keep the Sublease in full force and effectthroughout the Sub-sublease Term; (ii) Sub-sublandlord shall not agree to any amendment to theSublease; (iii) Sub-sublandlord shall not, without Sub-subtenant’s written consent, exercise anyright to terminate the Sublease (including any right to treat the Sublease as terminated onaccount of casualty or condemnation or pursuant to any bankruptcy or insolvency proceedingaffecting Sub-Sublandlord) with respect to any period within the Sub-sublease Term; and (iv)Sub-sublandlord shall perform all its obligations under the Sublease not assumed bySub-subtenant hereunder during the Sub-sublease Term. Prior to entering into any amendment ofthe Sublease, Sub-sublandlord shall promptly provide Sub-subtenant with a copy thereof. If theamendment is an amendment permitted under this Sub-sublease, and Sub-sublandlord enters intosuch amendment with Sub-subtenant’s consent, the definition of “Sublease” shall be deemedmodified to reflect such amendment. Sub-sublandlord shall not agree to any amendment to ormodification of the Master Lease, or to any termination of the Master Lease, withoutSub-subtenant’s prior written consent.          **9.9 Approvals**. Whenever the Master Lease requires Master Landlord’s approval of or consentto any matter, Sub-subtenant shall obtain Master Landlord’s approval or consent to such matter.Whenever the Sublease requires Sublandlord’s approval of or consent to any matter, Sub-subtenantshall obtain Sublandlord’s approval of or consent to such matter. Notwithstanding the foregoingthe consent or approval of the Master Landlord or Sublandlord under the Master Lease or Subleaseto any matter requiring their respective approvals shall for purposes of this Sub-sublease shallalso constitute the approval or consent of the Sub-sublandlord.
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          **9.10 Notices to or From Master Landlord or Sublandlord**. Sub-sublandlord and Sub-subtenantshall immediately provide the other with a copy of any notice or other written communication ofany kind given to or received from Master Landlord or Sublandlord. Sub-sublandlord andSub-subtenant shall immediately provide Sublandlord with a copy of any notice or other writtencommunication of any kind given to or received from Master Landlord or Sublandlord.          **9.11 Representations and Warranties**. Sub-sublandlord represents and warrants that theSublease is the entire agreement between Sublandlord and Sub-sublandlord relating to Premisesand is in full force and effect, and neither Sublandlord nor Sub-sublandlord is in defaultbeyond any applicable cure periods under the Sublease.**10. INTERACTION OF ESTATES**.          **10.1 Priorities**. This Sub-sublease is subject and subordinate to the Master Lease andSublease, as amended from time to time in compliance with this Sub-sublease. Notwithstandinganything to the contrary in the Master Lease or Sublease, Sub-sublandlord shall not have theright to encumber its leasehold estate during the Sub-sublease Term.          **10.2 No Effect on Master Lease**. Notwithstanding anything to the contrary in thisSub-sublease, the terms and conditions of the Master Lease remain in full force and effectbetween Master Landlord and Sublandlord.**11. LEASING COVENANTS**.          **11.1 Tenant Improvements**. Subject to the provisions of **Section 8**above, Sub-subtenantshall take the Premises in its “AS IS” condition. Sub-subtenant shall have the right to installadditional tenant improvements, subject to Master Landlord’s, Sublandlord’s andSub-sublandlord’s approval, not to be unreasonably withheld or delayed. Sub-subtenant shallhave the right to design and construct Sub-subtenant’s tenant improvement work to the Premises,with all such design and construction plans, as well as Sub-subtenant’s selection of a generalcontractor, to be subject to the approval of Master Landlord, Sublandlord and Sub-sublandlord,not to be unreasonably withheld or delayed. Upon Sub-sublandlord’s delivery of any of thePremises to Sub-subtenant, Sub-subtenant shall have the right to commence such tenantimprovement work to the Premises previously approved by Master Landlord, Sublandlord andSub-sublandlord.          **11.2 Signage.**Subject to compliance with all applicable statutes, codes, ordinances,regulations and other laws, Sub-sublandlord shall approve and cooperate with Sub-subtenant inSub-subtenant’s efforts to put its name and logo on the externally visible façade of thePremises at two (2) different locations, as well as install, at Sub-subtenant’s sole cost andexpense, a monument berm sign on the corner of Tasman Drive and Great America Parkway in theCity of Santa Clara, California. Sub-subtenant’s signage placement and installation is subjectto the reasonable approval of Master Landlord and Sublandlord, not to be unreasonably withheldor delayed, and all their respective compliance with applicable statutes, codes, ordinances,regulations and other laws.
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          **11.3 Quiet Enjoyment**. So long as Sub-subtenant pays all rental fees in accordance with thepayment schedule reflected in **Section 7**above, performs its obligations under this Sub-sublease(including the Sublease as incorporated by reference), and is not otherwise in default in anymaterial respect under this Sub-sublease (beyond any applicable cure periods), Sub-sublandlordshall take no action which would interfere with the right of Sub-subtenant to peaceably have,hold and enjoy the Premises during the Sub-sublease Term, subject to the terms of thisSub-sublease.          **11.4 Default; Remedies**. Notwithstanding anything to the contrary in this Sub-sublease, ifSub-subtenant defaults in performance of any obligation under this Sub-sublease (including theSublease as incorporated by reference), then Sub-subtenant shall remedy such default within theapplicable cure period (if any) provided for in the Sublease, which period shall automaticallycommence to run against Sub-subtenant at the same time it commences to run againstSub-sublandlord, *provided that* Sub-sublandlord immediately provides Sub-subtenant with acopy of Master Landlord’s or Sublandlord’s notice of default, if Master Landlord or Sublandlordhas not already done so. If Sub-subtenant fails to perform its obligations or timely cure anyof its defaults under this Sub-sublease (including the Sublease as incorporated by reference),then Sub-sublandlord shall be entitled to exercise against Sub-subtenant all remedies providedfor in the Sublease (as incorporated by reference) with respect to Sub-sublandlord’s defaultunder the Sublease, and any other remedies available at law or in equity.**12. MISCELLANEOUS**.          **12.1 Attorneys’ Fees**. If this Sub-sublease is the subject of any mediation, arbitration orlitigation (such as to enforce an indemnity herein), then the prevailing party shall be entitledto recover all costs incurred, including reasonable attorneys’ fees at all levels of judicialproceedings.          **12.2 Governing Law; Venue**. This Sub-sublease shall be governed by, and construed inaccordance with, the laws of the State of California. The venue for any disputes concerningthis Sub-sublease shall be in Santa Clara, California.          **12.3 Force Majeure.**Whenever performance is required of a party hereunder, that partyshall use all due diligence and take all necessary good faith measures to perform, but ifcompletion of performance is delayed by reasons of floods, earthquakes or other acts of God,war, civil commotion, riots, strikes, picketing, or other labor disputes, damage to work inprogress by casualty, or by other cause beyond the reasonable control of the performing partyand occurring without such party’s fault or negligence, including acts within the exclusivecontrol of Sublandlord, Master Landlord, and/or any other third parties, then the specified timefor performance shall be extended by the period of time equal to the period of the delayactually so caused.          **12.4 Notices**. All notices under this Sub-sublease shall be given, and shall becomeeffective, in accordance with the notice provisions of the Master Lease. Any notice to theparties herein shall be given to the following addresses (subject to change by notice):
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   If to Sub-subtenant: Citrix Systems, Inc.  851 West Cypress Creek Road  Fort Lauderdale, Florida 33309  Attn: Facilities Department  cc: Legal Department   With a copy to: Citrix Systems, Inc  180 Baytech Drive  Suite 200  San Jose, CA  Attn: Facilities Department   With a copy to (following commencement date):  Citrix Systems, Inc  4988 Great America Parkway  Santa Clara, CA 95054  Attn: Facilities Department  cc: Legal Department   If to Sub-sublandlord (Terayon): Terayon Communication Systems  4988 Great America Parkway  Santa Clara, CA 95054  Attn: Facilities Department  cc: Legal Department   With a copy to: Edith R. Perez, Esq.  Latham & Watkins LLP  633 West Fifth Street, Suite 4000  Los Angeles, CA 90071  Fax: (213) 891-8763   If to Sublandlord: Hewlett-Packard Company  1501 Page Mill Road  MS 1001  Palo Alto, CA 94304  Attn: Arthur Schultz   With a copy to: Richard Ingwers  Cushman & Wakefield  One Maritime Plaza  Suite 900  San Francisco, CA 94111   If to Master Landlord: Sobrato Development Companies #961  10600 N. DeAnza Blvd, Suite 200  Cupertino, CA 95014  Attn: Kristie Kuechler
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     **12.5 Further Assurances**. Each party shall execute and deliver such further documents, andperform such further acts, as may be reasonably necessary to achieve the intent of the partiesas expressed in this Sub-sublease.     **12.6 Time.**Time is of the essence in the performance of the parties’ respectiveobligations under this Sub-sublease.     **12.7 Interpretation**. This Sub-sublease shall not be construed against whichever party wasthe “drafter” of this Sub-sublease.     **12.8 Execution**. This Sub-sublease shall not be effective in any way (or create anyobligations of any kind) unless and until it has been executed and delivered by both parties.This Sub-sublease may be executed in counterparts, each of which is deemed an original and allof which together are considered one and the same agreement.     **12.9 Background; Exhibits and Schedules; Integration; etc. Section 1**(Background) of thisSub-sublease, along with the Exhibits and Schedules attached hereto, are hereby made a parthereof. This Sub-sublease contains the entire agreement between the parties, with the singleexception of that certain letter, dated June 20, 2006, by and between Sub-sublandlord andSub-subtenant, with regard to the subsubletting of the Premises and may not be changed orally.This Sub-sublease shall bind the parties’ permitted successors and assigns. If Sub-sublandlordassigns the Sublease, then Sub-sublandlord shall simultaneously assign this Sub-sublease to thesame assignee and require such assignee to assume Sub-sublandlord’s obligations under thisSub-sublease and such assignment and assumption shall relieve and release Sub-sublandlord fromall of its obligations under this Sub-sublease.     **12.10 Request for Notices**. Sub-sublandlord shall request that Master Landlord andSublandlord simultaneously deliver to Sub-subtenant a copy of any notice(s) given by MasterLandlord to Sublandlord relating to the Master Lease or given by Sublandlord to Sub-sublandlordrelating to the Sublease.     **12.11 Financial Information**. Upon Sub-sublandlord’s reasonable request, Sub-subtenantshall provide to Master Landlord or Sublandlord such financial information as Master Landlord orSublandlord (as the case may be) shall reasonably request. Sub-sublandlord shall hold, andshall obtain (prior to Master Landlord’s or Sublandlord’s (as the case may be) obtaining suchfinancial information) Master Landlord’s or Sublandlord’s (as the case may be) written agreementto hold, all such financial information in confidence.     **12.12 Memorandum of Sub-sublease**. On the Execution Date, the parties shall execute andacknowledge the Memorandum of Sub-sublease, attached hereto as **Exhibit E**, which Sub-sublandlordor Sub-subtenant shall have the right to record with the Recorder’s office of the County ofSanta Clara.
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**13. BROKER.**Sub-Sublandlord and Sub-subtenant each represent to the other that they have dealtwith no real estate brokers other than Cornish & Carey (representing Sub-Sublandlord) and ColliersInternational (representing Sub-subtenant). Each party agrees to indemnify, defend, and hold theother party harmless from and against all claims of brokerage commissions, finder’s fees or othercompensation made by any agent, broker, salesman or finder other than Cornish & Carey and ColliersInternational, as a consequence of said party’s actions or dealings with such other agent, broker,salesman, or finder. Sub-sublandlord agrees to pay a full leasing commission to ColliersInternational. Said fee is equal to six percent (6%) of the total base rent for a triple net (NNN)lease transaction, and half (1/2) of said fee is to be paid by Sub-sublandlord within thirty (30)days following the completion of: (i) the execution and delivery of this Sub-sublease bySub-sublandlord and Sub-subtenant; and (ii) the Conditions Precedent, as set out in **Section 4**above, excluding **Subsection 4.2**above, which is not within Sub-subtenant’s control, are completedor waived by Sub-sublandlord and Sub-subtenant. The second (2nd) half (1/2) of thebroker’s fee shall be paid by Sub-sublandlord within thirty (30) days after the Commencement Dateletter agreement, substantially in the form of **Exhibit C**attached hereto, has been fully executedby the parties thereto. Should Colliers International not be paid the commission by theSub-sublandlord within such time periods then the Sub-subtenant shall have the right to pay thesaid amount of commission owed at that time to the procuring broker (Colliers International) onlyand such payments can be deducted from any future rental payments from Sub-subtenant toSub-sublandlord.     IN WITNESS WHEREOF, Sub-sublandlord and Sub-subtenant have executed this Sub-sublease as ofthe Execution Date.         **“SUB-SUBLANDLORD”**   **“SUB-SUBTENANT”**         TERAYON COMMUNICATION SYSTEMS, INC., aDelaware corporation   CITRIX SYSTEMS, INC., a Delaware corporation         By: /s/ Jerry D. Chase   By: /s/ David J. Henshall                 David J. HenshallIts: CEO   Its: Chief Financial Office**(SUBLANDLORD CONSENT ON FOLLOWING PAGE)**
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**SUBLANDLORD CONSENT**The sub-subletting on the terms and conditions of the preceding Sub-sublease, dated as of June ___,2006, between Sub-sublandlord and Sub-subtenant, and the TI Plans (as defined in the Sub-sublease)are hereby consented to and approved by Sublandlord. Further, as described in Subsection 4.6 ofthe Sub-sublease, Sublandlord agrees that if Sub-sublandlord defaults causing the Sublease toterminate, Sublandlord will accept Sub-subtenant’s attornment and honor the Sub-sublease, unlessSub-subtenant is in breach of the Sub-sublease. Further, as described in Subsection 7.1 of theSub-sublease, Sublandlord agrees to send its monthly invoices for Base Rent under the Sublease toeach of Sub-sublandlord and Sub-subtenant at the addresses under Subsection 12.4 (Notices) of theSub-sublease showing their respective share of the rent then due, and, as described in Subsection7.3 of the Sub-sublease, Sublandlord agrees to send its monthly invoice for Additional Rentdirectly to Sub-subtenant. Additionally, Sublandlord hereby confirms that neither Sub-sublandlordnor Sublandlord are, as of the date of this Landlord Consent, in default of their respectiveobligations under the Sublease.SUBLANDLORD:HEWLETT-PACKARD COMPANY, a Delaware corporation