**EXHIBIT 10.4.1****TERMINATION OF SUBLEASE**     This Termination of Sublease (“Termination”) is entered into as of the 22nd day ofJanuary, 2007 (“Effective Date”), by and between **XenoPort, Inc.**(“Sublandlord”), and **Ilypsa, Inc.**(“Subtenant”).     WHEREAS, Subtenant and Sublandlord are parties to that certain sublease dated as of April 30,2004, (together with Exhibits thereto, the “Sublease”), covering 20,489 rentable square feet at3410 Central Expressway, Santa Clara, California (the “Subleased Premises”); and     WHEREAS, it is the desire of the parties hereto to terminate the Sublease effective as of theTermination Date (as hereinafter defined).     NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged, Sublandlord and Subtenant herebyagree as follows in the numbered paragraphs hereinafter. (All capitalized terms used herein and nototherwise defined in this Termination shall have the meanings set forth in the Sublease):     1. Termination of Sublease. The Sublease shall hereby be terminated effectiveJanuary 31, 2007 (the “Termination Date”).     2. Rental Obligations. Subtenant acknowledges and agrees that, in addition to itsobligations under this Termination, it shall continue to be obligated under the terms andconditions of the Sublease for payment of rent up to and including the Termination Date.Furthermore, all utilities and costs and expenses for which Subtenant is directly responsible withrespect to the Subleased Premises, shall be paid in full as of the Termination Date.     3. Surrender of the Premises. Subject to the terms and conditions of thisTermination, Subtenant shall surrender the Subleased Premises, and Sublandlord agrees to accept theSubleased Premises, in the same condition as received by Subtentant as of the Commencement Date,reasonable wear and tear and damage by casualty or condemnation excepted. As of the TerminationDate, Subtenant shall have delivered to Sublandlord a copy of the appropriate closure report (finalreport submitted to the appropriate licensing authority showing applicable licensed areas ready tobe closed by the licensing authority) for each of: the Radioactive Material License; the HazardousWaste Generators Permit; and the Medical Waste Generators Permit. As of the Termination Date,Subtenant shall have completed the removal or reconfiguration of certain Subtenant improvements oralternations, and make other mutually-agreeable changes, if any, to the specified SubleasedPremises, in each case solely as set forth on Exhibit A hereto. Each of the parties represents andwarrants that to their respective knowledge, Exhibit A constitutes a complete and sufficientlisting to return the Subleased Premises to the same condition as received by Subtentant as of theCommencement Date, reasonable wear and tear and damage by casualty or condemnation excepted.     4. Governmental Agency Closure Letters. Prior to the Termination Date, Subtenant shallobtain the appropriate closure letters from the relevant government agencies with respect to theHazardous Waste Generators Permit and the Medical Waste Generators Permit, and shall provide copiesthereof to Sublandlord. After the Termination Date, Subtenant shall use commercially reasonableefforts to promptly obtain the appropriate closure letter from the relevant government agency withrespect to the Radioactive Material License (the “Radioactive Closure Letter”) and to promptlyprovide Sublandlord with copies thereof. It shall be Subtenant’s obligation to obtain suchRadioactive Closure Letter and deliver a copy thereof to Sublandlord, and upon Sublandlord’sreceipt of such Radioactive Closure Letter, Sublandlord shall then promptly return to Subtentantthe remaining 50% retained from the Security Deposit, as set forth in Section 5.     5. Security Deposit. Sublandlord agrees to return to Subtenant Thirty-Five ThousandDollars ($35,000) (representing 50% of the Security Deposit in the aggregate amount of SeventyThousand Dollars
 

 
2($70,000.00)) provided (i) Subtenant has vacated the Subleased Premises prior to theTermination Date pursuant to the terms of paragraph 3 above, and (ii) Subtenant is not in defaultunder the Sublease as of the Termination Date and has paid Sublandlord all rent and other expensesarising out of the Sublease through the Termination Date. Pursuant to Section 4, Sublandlord shallpromptly return to Subtenant the retained Thirty-Five Thousand Dollars ($35,000) (representing theremaining 50% of the Security Deposit) upon Sublandlord’s receipt of the Radioactive ClosureLetter.     6. Governing Law. This Termination shall be governed by and construed and enforced inaccordance with the laws of the State of California.     7. Counterparts. This Agreement may be executed in two or more counterparts, whichwhen taken together shall constitute one and the same instrument. The parties contemplate thatthey may be executing counterparts of this Agreement transmitted by facsimile and agree and intendthat a signature by facsimile machine shall bind the party so signing with the same effect asthough the signature were an original signature.     8. Broker. Sublandlord and Subtenant represent to each other that neither is obligatedto compensate any broker in connection with the negotiation or execution of this Termination.Sublandlord and Subtenant shall indemnify and hold each other harmless from and against any loss,cost, expense or damage arising from any claim for commission or other compensation made by anybroker claiming by, through or under such indemnifying party.     9. Due Authority. Each party represents that each of the persons executing thisTermination on behalf of that party represents and warrants that they have the authority to bindthe party for when they are signing.     10. Entire Agreement. This Termination and the Sublease to the extent applicable,contain the entire agreement of the parties with regard to the subject matter hereof and there areno other understandings, written or oral, between the parties relating to the subject matter ofthis Termination.     IN WITNESS WHEREOF, said parties have duly executed this Termination as of the Effective Date.     SUBTENANT: SUBLANDLORD:     Ilypsa, Inc., XenoPort, Inc.,a Delaware Corporation a Delaware Corporation     /s/ William D. Waddill /s/ William G. Harris        By: William D. Waddill By: William G. Harris     Its:Senior Vice President, CFO Its:Senior Vice President of Finance andChief Financial Officer          Date: January 22, 2007 Date: January 22, 2007
 

 
**EXHIBIT A**Lab 1250 — Replace 2 sections of removed shelving along the wall at all three benches.Room 1255 — Correct or remove signage. Remove the shower and repair the tile or remove a section ofthe tile and repair the wallboard.Rooms 1262 / 1264 — Replace wall.Cubicle 2129 — Return this and all built-in cubicle spaces to original configuration.Labs 2125 / 2127 — Re-hang safety glass trays and dirty glass holders at each lab opening.Lobbies 1222 / 2142 planters — Return to original condition with plants.Lab 2128 and Lab office 1269 — Repair damaged floor tiles.General:Lighting — Replace florescent lights mismatched with fixture ballast (i.e. T12 light with T12ballast and T8 light with T8 ballast).Walls & Ceiling Tiles — Repair or patch holes remaining after removal of installed services orequipment.Signage — Remove all signage and restore area to original condition.Mailbox — Remove the exterior mailbox and cancel (and/or forward) mail delivery for the addresswith the U.S. Post Office so all mail delivery is forwarded.