**Exhibit10.18**

**SUBLEASE**

**ThisSublease** (“Sublease”),dated for reference purposes only May 18, 2004, is entered into by and betweenPfizer Inc, a Delaware corporation (“Sublandlord”), and Accelrys, Inc., aDelaware corporation (“Subtenant”).

**RECITALS**

A.            Sublandlord leases certain premises consisting ofapproximately 61,211 square feet of rentable area (the “Premises”) commonlyknown as Floors 4 through 6 in the building commonly known and addressed as10188 Telesis Court, San Diego, CA 92121 (the “Building”), pursuant to thatcertain Lease between Sublandlord, as tenant, and LNR Seaview, Inc., aCalifornia corporation, as landlord (“Master Landlord”), dated as ofDecember 21, 2001 (the “Master Lease”). A true and complete copy of the Master Lease is attached as Exhibit Ato this Sublease and incorporated by this reference, and the Premises aredepicted on Exhibit B to the Master Lease. Capitalized terms herein not otherwise defined herein shall have thesame meanings as provided in the Master Lease.

B.            Sublandlord desires to sublease the Premises toSubtenant, and Subtenant desires to sublease the Premises from Sublandlord,upon the terms and conditions provided for herein.

**NOW,THEREFORE,** inconsideration of the mutual covenants and conditions contained herein,Sublandlord and Subtenant covenant and agree as follows:

**Agreement**

**1.             Premises.** Sublandlord hereby subleases the Premises to Subtenant, and Subtenanthereby takes and hires the Premises from Sublandlord, on and subject to theterms, covenants and conditions set forth in this Sublease.

**2.             Term**.

(a)           The term of thisSublease (the “Sublease Term”) shall commence on September 1, 2004 (the “CommencementDate”).  Conditioned upon its receipt ofMaster Landlord’s consent to this Sublease pursuant to Section 12 below, andsubject to compliance with all of the requirements set forth in this Sublease,including but not limited to obtaining any required consent from Landlord andSublandlord to any proposed alterations and providing both Landlord andSublandlord with any required notice and documentation with respect to anyalterations, Subtenant shall have the right to enter the Premises prior to theCommencement Date to take reasonable preparatory measures for its occupancy ofthe Premises, including, without limitation, the installation of its tenantimprovements, trade fixtures, furnishings, telephone and computerequipment.  Such entry shall be subjectto all of the terms and conditions of this Sublease, including but not limitedto insurance and indemnity obligations, except that such entry shall not haveany affect upon the Minimum Rent Commencement Date, which shall remain January1, 2007.  The term of this Sublease shallexpire, unless 

 

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sooner terminated pursuantto the provisions set forth herein, on July 31, 2013****(the“Expiration Date”).

(b)           If for any reasonSublandlord cannot deliver possession of the Premises to Subtenant by theCommencement Date, Sublandlord shall not be subject to any liability therefor,nor shall such failure affect the validity of this Sublease or the obligationsof Subtenant hereunder (except as hereinafter provided) or extend the SubleaseTerm, but in such case Subtenant shall not be obligated to pay Rent untilpossession of the Premises is tendered to Subtenant.  Notwithstanding the foregoing, if, as aresult of any act or omission of Sublandlord (and not as the result of anydelay on the part of Master Landlord or Subtenant), Sublandlord is unable todeliver possession of the Premises on or before the Commencement Date,Subtenant shall have the right to terminate this Sublease by delivering writtennotice thereof to Sublandlord on or before October 1, 2004.  If Subtenant so terminates this Sublease,Sublandlord shall refund to Subtenant the “LOC” (as hereinafter defined) andthe parties thereupon shall be released from all further liability under thisSublease.  Unless exercised priorthereto, Subtenant’s right of termination hereunder shall expire upon deliveryof the Premises to Subtenant.

(c)           The Sublease Termshall end on the Expiration Date; provided, however, that subject toSection 7 below, the Sublease Term shall terminate earlier in the event ofthe earlier termination of the Master Lease for any cause whatsoever.  In addition, this Sublease may terminateprior to the Expiration Date as the result of a default by Subtenant under theterms of this Sublease.

**3.             Rent**.

(a)           The rent payable bySubtenant for the Premises shall consist of basic rent (“Basic Rent”) pluscertain additional rental (“Additional Rent”), all as provided below inSections 3(b), 3(c), 3(d) and 3(e). Basic Rent, Additional Rent, and any other charges due under thisSublease are hereinafter referred to collectively as “Rent.”  All Rent shall be paid to Sublandlord at theaddress specified for Sublandlord below, or to such other person or to suchother place as Sublandlord may from time to time designate in writing.

(b)           Subtenantshall pay to Sublandlord in advance, on or before the first day of each monthof the Sublease Term, without prior notice, demand, deduction or offset,monthly Basic Rent in the following amounts, and at the following times:

 

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| ** **            | ** ** | **Basic Rent per**                 | ** ** |
|-----------------------|------------|------------------------------------|------------|
| **Month(s)**          | ** ** | **rentable square foot per month** | ** ** |
| From the Commencement |       |                               |       |
| Date through 12/31/06 |       | Basic Rent Abatement  Period*      |       |
| 1/1/07 — 6/30/07 |       | $                                  | 2.53       |   |
| 7/1/07 — 6/30/08 |       | $                                  | 2.60       |   |
| 7/1/08 — 6/30/09 |       | $                                  | 2.68       |   |
| 7/1/09 — 6/30/10 |       | $                                  | 2.76       |   |
| 7/1/10 — 6/30/11 |       | $                                  | 2.84       |   |
| 7/1/11 — 6/30/12 |       | $                                  | 2.92       |   |
| 7/1/12 — 7/31/13 |       | $                                  | 3.01       |   |

 

•                  “Direct Expenses” (as defined in the Master Lease) andall other Additional Rent shall be payable during the Basic Rent AbatementPeriod and shall not be abated or forgiven during the Basic Rent AbatementPeriod.

•                  The “Minimum Rent Commencement Date” shall be January1, 2007.

If the Minimum RentCommencement Date is a day other than the first day of a calendar month, theBasic Rent for the month in which the Minimum Rent Commencement Date occurswill be prorated (based on a thirty (30) day month) and such prorated BasicRent shall be paid by Subtenant on the Minimum Rent Commencement Date.

(c)           The Master Leaserequires Sublandlord to pay to Master Landlord amounts representing “Tenant’sShare of Direct Expenses” (consisting of the sum of Operating Expenses and TaxExpenses).  Subtenant shall pay toSublandlord, as Additional Rent, all Direct Expenses due and payable under theMaster Lease at the same time and in the same manner as the Direct Expensesbecome due under the Master Lease.  Thecurrent monthly estimated Direct Expenses are subject to reconciliation andadjustment as provided in the Master Lease. Neither Direct Expenses, nor any other Additional Rent, including butnot limited to utility charges, shall be abated during the Basic Rent AbatementPeriod.  Notwithstanding anything to thecontrary contained in this Sublease (including but not limited to the September1, 2004 Commencement Date), Subtenant’s obligation to pay Direct Expenses shallcommence on the date Sublandlord delivers possession of the Premises toSubtenant; but in all events not later than July 1, 2004.

(d)           Subtenant also shallpay, as Additional Rent, (i) all charges as may be imposed by MasterLandlord after the Commencement Date for parking, access cards, overtime orexcess supply or consumption of heating, ventilating, air conditioning,electricity, lighting, janitorial or other utilities or services to thePremises, regardless of whether such service is separately metered or estimatedby Master Landlord, and (ii) such other charges as may be imposed byMaster Landlord upon Sublandlord under the Master Lease.

 

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(e)           So long as Subtenantis not in default of obligations under this Sublease beyond any applicable noticeand cure period, Sublandlord shall pay the amounts required to be paid underthe Master Lease (collectively, “Underlying Rent”) on or before such amountsbecome due and payable thereunder.  IfSublandlord fails to make any payment of Underlying Rent as and when requiredunder the Master Lease, Subtenant shall have the right, but not the obligation,to make such payments on behalf of Sublandlord, in which event Subtenant shallhave the right to offset any amounts so paid against Rent thereafter payable underthis Sublease.  Neither Sublandlord norSubtenant shall be liable to the other arising out of or in connection withthis Sublease for consequential damages, including but not limited to businessinterruption or lost profits.

(f)            In the event of anycasualty or condemnation affecting the Premises, Basic Rent shall beproportionately abated, but only as to the portion of the Premises damaged ortaken, and only to the extent that Underlying Rent payable under the MasterLease is abated.  Subtenant shall have noright to terminate this Sublease in connection with any casualty orcondemnation except to the extent the Master Lease also is terminated byLandlord or Sublandlord as to the Premises or any portion thereof.

(g)           In addition to thepayment of interest as set forth in the preceding subparagraph, if any rent isnot paid when due, Subtenant shall be responsible for the payment of latecharges incurred by Sublandlord pursuant to the provisions of Section 23.7of the Master Lease and interest for which Sublandlord is responsible pursuantto the provisions of the Master Lease.

(h)           The parties herebyacknowledge that the expiration date of the Master Lease is July 31, 2013,and that it is therefore critical that Subtenant surrender the Premises toSublandlord not later than the Expiration Date in accordance with termshereof.  In the event that Subtenant doesnot surrender the Premises by the Expiration Date in accordance with termshereof, Subtenant shall indemnify, defend, protect and hold harmless Sublandlordfrom and against all loss and liability resulting from Subtenant’s delay insurrendering the Premises including the holdover provisions of Section 9.2 ofthe Master Lease.

(i)            All amountsrequired to be paid by Subtenant to Sublandlord or to any other person orentity, pursuant to this Sublease, other than Basic Rent, shall be deemed to beAdditional Rent.  All Basic Rent andAdditional Rent shall be collectively referred to as “Rent”.

**4.             As-Is;Personal Property Transfer.**  Sublandlordrepresents and warrants to Subtenant, to its actual knowledge without any dutyof inquiry or investigation, that Sublandlord’s previous use of the Premise waslimited to office and ancillary uses, and that Sublandlord has no actualknowledge, without any duty of inquiry or investigation, of any materialfailure of the Premises to comply with any applicable law.  Sublandlord subleases the Premises toSubtenant strictly in their present **“as-is”**, **“where-is”** and **“with all faults”**condition, and Subtenant by acceptance of possession of the Premises,acknowledges the same to be in good order 

 

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and repair and ina tenantable condition.  Sublandlordshall not have any obligation to remove, replace or modify any existing signageon or relating to the Premises. Sublandlord will deliver possession of the Premises together with aquitclaim bill of sale transferring all the audio-visual equipment, plasmatelevisions and other personal property located in the Premises listed on ExhibitB (the “Personal Property”) to Subtenant. Sublandlord makes no representations whatsoever regarding the condition,quality, functionality or operational ability of any of the Personal Property.

**5.             MasterLease.**  This Sublease is and shall at all times remainsubject and subordinate to all of the terms, covenants and conditions of theMaster Lease, and Landlord shall have all rights in respect of the Master Leaseand the Premises as set forth therein. Except for payments of Underlying Rent and except as otherwise providedin Section 6 hereof, Subtenant hereby assumes and agrees to perform forSublandlord’s benefit, during the term of this Sublease, all of Sublandlord’sobligations under the Master Lease (collectively, the “Assumed Obligations”),which accrue during the Sublease Term.

**6.             Incorporationof Master Lease**.

(a)           Subject to theexclusions, limitations and modifications set forth in this Sublease, theterms, covenants and conditions of the Master Lease are incorporated in thisSublease by reference so that, except to the extent that they are excluded,limited or otherwise modified by the provisions of this Sublease, each andevery term, covenant and condition of the Master Lease binding on or inuring tothe benefit of the Landlord thereunder shall, in respect of this Sublease, bindor inure to the benefit of Sublandlord, and each and every term, covenant andcondition of the Master Lease binding or inuring to the benefit of the Tenantthereunder shall, in respect of this Sublease, bind or inure to the benefit ofSubtenant, with the same force and effect as if such terms, covenants andconditions were completely set forth in this Sublease, and as if the words “Landlord”and “Tenant,” or words of similar import, wherever the same appear in theMaster Lease, were construed to mean, respectively, “Sublandlord” and “Subtenant”in this Sublease, and as if the word “Lease,” or words of similar import,wherever the same appear in the Master Lease, were construed to mean this “Sublease.”  Subtenant represents that it has examined,read and is thoroughly familiar with the terms, covenants and conditions of theMaster Lease, and Subtenant accepts those terms, covenants and conditions andobligations thereof which have been incorporated herein.

(b)           The followingsections of the Master Lease are not incorporated as a part of this Subleaseand are expressly excluded herefrom (except insofar as the same may bereferenced elsewhere in this Sublease for purposes of identification ordefinition of certain matters): 1.2 of the Summary of Basic Lease Informationand Definitions, 1.6 of the Summary of Basic Lease Information and Definitions,1.7 of the Summary of Basic Lease Information and Definitions, 1.8 of theSummary of Basic Lease Information and Definitions, 1.13 of the Summary ofBasic Lease Information and Definitions, 1.15 of the Summary of Basic LeaseInformation and Definitions, 1.18 of the Summary of Basic Lease Information andDefinitions, 2.1, 2.2, 2.3, 3.1, 6.3 (d), 6.4, 9.2, 

 

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11.4, 23.6, 33.2,the existence and location of 20 covered reserved spaces for Expansion Spaceset forth on Exhibit A-1, Exhibit C, Exhibit D, Exhibit H,Extension Option Rider, Fair Market Rental Rate Rider, Expansion Option,Continuing Right of First Offer Rider No. 4 to Office Lease, and Optionsin General Rider No. 5 to Office Lease.

(c)           The followinglimitations shall apply to the interpretation and enforcement of theincorporated terms, covenants and conditions of the Master Lease:

(i)            The time limitscontained in the Master Lease for the giving of notices, making of demands orperforming of any act, condition or covenant on the part of the tenantthereunder, or for the exercise by the tenant thereunder of any right, remedyor option, are changed for the purposes of incorporation herein by reference byshortening the same in each instance by three (3) business days, so that ineach instance Subtenant shall have three (3) business days less time to observeor perform hereunder than Sublandlord has as the tenant under the Master Lease,but in no event less than two (2) business days.

(ii)           Any non-liability,release, indemnity or hold harmless provision, and any provisions pertaining towaiver of subrogation rights and or the naming of a party under an insurancepolicy, in the Master Lease for the benefit of Master Landlord which isincorporated herein by reference, shall be deemed to inure to the benefit ofSublandlord and Master Landlord, for the purpose of incorporation by referencein this Sublease.

(iii)          Any right of theMaster Landlord for access or inspection and any right of the Landlord underthe Master Lease to do work in the Premises, the Building, the Project CommonAreas, or elsewhere in the Project and any right of the Master Landlord inrespect of rules and regulations, shall be deemed to inure to the benefit ofSublandlord and Master Landlord, for the purpose of incorporation by referencein this Sublease.

(iv)          If any of theexpress provisions of this Sublease shall conflict with any of the provisionsincorporated by reference, such conflict shall be resolved in every instance infavor of the express provisions of this Sublease.  If any incorporated provision of the MasterLease cross-references a provision of the Master Lease which is notincorporated in this Sublease, such cross-referenced Master Lease provisionshall be disregarded except to the extent required for a fair and equitableinterpretation of the incorporated Master Lease provision.

(v)           Any obligation ofSublandlord which is contained in this Sublease by the incorporation byreference of the provisions of the Master Lease shall be observed or performedby Sublandlord only by using reasonable good faith efforts to cause MasterLandlord under the Master Lease to observe and/or perform the same, andSublandlord shall have a reasonable time do so after written notice fromSubtenant specifying with reasonable particularity the deficiency in MasterLandlord’s performance under the Master Lease. Sublandlord shall not be required to furnish, supply, install, 

 

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maintain or repairanything, including but not limited to utilities or services under anyprovision of the Master Lease.  Subtenantshall not in any event have any rights in respect of the Premises greater thanSublandlord’s rights under the Master Lease, and notwithstanding any provisionto the contrary, as to obligations that pertain to the Premises, Building,Project Common Areas, and Project and are part of this Sublease by theincorporation by reference of provisions of the Master Lease, Sublandlord shallnot be required to make any payment or to perform any obligation, andSublandlord shall have no liability to Subtenant for any matter whatsoever,except for Sublandlord’s obligation to pay the Underlying Rent and to usereasonable good faith efforts, upon request of Subtenant, to cause MasterLandlord to observe and/or perform Master Landlord’s obligations under theMaster Lease.  Sublandlord shall not beresponsible for any failure or interruption, for any reason whatsoever, of theservices or facilities that may be appurtenant to or supplied at the Buildingor the Project by Master Landlord but Subtenant shall be entitled to anabatement of Minimum Rent only to the extent Sublessor receives an abatement asa result of such interruption.  Subtenanthereby expressly waives the provisions of any statute, ordinance or judicialdecision, now or hereafter in effect, which would give Subtenant the right tomake repairs at the expense of Sublandlord, or to claim any actual orconstructive eviction by virtue interruption in access or services to, orfailure to make repairs in or to, the Premises or the Building or the Project.

(vi)          With respect to anyapproval or consent required to be obtained from Master Landlord under theMaster Lease, such approval or consent must be obtained from both MasterLandlord and Sublandlord.  Any approvalor consent required of Sublandlord conclusively shall be deemed reasonablywithheld if Master Landlord withholds Master Landlord’s approval or consent.

(d)           Subtenant shallfully perform all of the Assumed Obligations and shall indemnify, defend,protect, and hold harmless Sublandlord from any and all liability, damages,liabilities, claims proceedings, actions, demands and costs (including but notlimited to reasonable attorneys’ fees) resulting, directly or indirectly, fromSubtenant’s failure to perform the Assumed Obligations.

(e)           Without limiting thegenerality of the foregoing, for purposes of incorporating the terms, covenantsand conditions of the Master Lease into this Sublease, the following provisionsof the Master Lease are amended as follows:

(i)            UnderSections 11.2 and 18.1 of the Master Lease, Sublandlord shall only berequired, after written request by Subtenant, to use its commerciallyreasonable efforts to cause Master Landlord to perform any repairs, maintenanceor restoration called for thereunder. If, after Sublessor has used commercially reasonable efforts to induceMaster Landlord to perform its obligations through written and verbalcommunication, Master Landlord continues to fail to perform, past allapplicable notice and cure periods set forth in the Master Lease, Sublessee mayby written notice to Sublandlord, request Sublessor to retain counsel (chosenby Sublessor) and to file a suit against Master Landlord to enforce Sublessor’srights under the Master Lease, and within thirty (30) days of the date of suchnotice, Sublessor shall 

 

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do so.  The costs of such suit, and the obligation topay Master Landlord’s attorney’s fees pursuant to the Master Lease in the eventthat Sublessor is not the prevailing party in such suit, shall be borne solelyby Sublessee.  In addition, any damagespayable by Sublessor in connection with any such suit shall be borne solely bySublessee.  Sublessee shall indemnify,and hold harmless Sublessor from and against any and all losses, liabilities,damages, judgments, penalties, costs and expenses incurred in connection withor arising out of any suit prosecuted by Sublessor pursuant to thissubparagraph.

(ii)           UnderSection 16 of the Master Lease, Sublandlord shall only be required, afterwritten request by Subtenant, to use its commercially reasonable efforts tocause Master Landlord to provide the utilities and services described inSection 16 of the Master Lease.  If,after Sublessor has used commercially reasonable efforts to induce MasterLandlord to perform its obligations through written and verbal communication,Master Landlord continues to fail to perform, past all applicable notice andcure periods set forth in the Master Lease, Sublessee may by written notice toSublandlord, request Sublessor to retain counsel (chosen by Sublessor) and tofile a suit against Master Landlord to enforce Sublessor’s rights under theMaster Lease, and within thirty (30) days of the date of such notice, Sublessorshall do so.  The costs of such suit, andthe obligation to pay Master Landlord’s attorney’s fees pursuant to the MasterLease in the event that Sublessor is not the prevailing party in such suit,shall be borne solely by Sublessee.  Inaddition, any damages payable by Sublessor in connection with any such suitshall be borne solely by Sublessee. Sublessee shall indemnify, and hold harmless Sublessor from and againstany and all losses, liabilities, damages, judgments, penalties, costs andexpenses incurred in connection with or arising out of any suit prosecuted bySublessor pursuant to this subparagraph.

(iii)          UnderSection 1.1 of the Summary of Basic Lease Information and Definitions ofthe Master Lease, Sublandlord’s notice address shall be as provided adjacent toSublandlord’s signature below, or at such other address as Sublandlord may fromtime to time designate in writing; and Subtenant’s notice address shall be asprovided adjacent to Subtenant’s signature below, provided that after Subtenanttakes occupancy of the Premises, notices shall be sent to Subtenant at theaddress of the Premises.

(iv)          The rentable area ofthe Premises as specified in Recital A above is only an approximation andno variation between the amount so stated and the actual rentable area of thePremises shall alter the obligations of Sublandlord and Subtenant under thisSublease.

(v)           The names of thebrokers set forth in Section 1.13 of the Summary of Basic LeaseInformation and Definitions set forth in the Master Lease shall be removed andreplaced as follows:  Kevin Craven andTom Mercer of Colliers International represent Sublandlord and Greg Lozier ofCB Richard Ellis represents Subtenant.

 

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(vi)          Both Sublandlord andMaster Landlord shall have the rights of the “Landlord” set forth inSection 9.1 of the Master Lease.

(vii)         NotwithstandingSections 14.4 and 14.8 of the Master Lease, Sublandlord shall be entitledto 100% of any excess consideration in lieu of 50% of any excess consideration,with the understanding that Sublandlord will pay 50% thereof to Master Landlordin satisfaction of its obligation to do so under Section 14.8 of the MasterLease.

(viii)        The Base Year, asdefined in Section 1.10 of the Summary of Basic Lease Information andDefinitions set forth in the Master Lease, shall be the period from June 10,2002 through June 9, 2003.

(ix)           Only the MasterLandlord, and not the Sublandlord, shall carry the insurance described inSection 21 of the Master Lease. Sublandlord shall only be required, after written request by Subtenant,to use its best efforts to cause Master Landlord to maintain the insurancedescribed in Section 21 of the Master Lease.  If, after Sublessor has used commerciallyreasonable efforts to induce Master Landlord to perform its obligations throughwritten and verbal communication, Master Landlord continues to fail to perform,past all applicable notice and cure periods set forth in the Master Lease,Sublessee may by written notice to Sublandlord, request Sublessor to retaincounsel (chosen by Sublessor) and to file a suit against Master Landlord toenforce Sublessor’s rights under the Master Lease, and within thirty (30) daysof the date of such notice, Sublessor shall do so.  The costs of such suit, and the obligation topay Master Landlord’s attorney’s fees pursuant to the Master Lease in the eventthat Sublessor is not the prevailing party in such suit, shall be borne solelyby Sublessee.  In addition, any damagespayable by Sublessor in connection with any such suit shall be borne solely bySublessee.  Sublessee shall indemnify,and hold harmless Sublessor from and against any and all losses, liabilities,damages, judgments, penalties, costs and expenses incurred in connection withor arising out of any suit prosecuted by Sublessor pursuant to thissubparagraph.

(x)            Subtenant shall, atits sole cost and within the time period required by Section 12.2 of theMaster Lease, remove any and all Tenant Changes Subtenant installed to theextent Master Landlord requires the removal of Tenant Changes installed bySubtenant.  Subtenant shall not berequired to remove any Tenant Changes installed by Sublandlord.

(xi)           UnderSection 12.1(d) of the Master Lease, Subtenant shall be required to payonly the reasonable costs of both Sublandlord’s and Landlord’s engineers andother third-party consultants; provided, however, that Subtenant shall not beobligated to reimburse Sublandlord for Sublandlord’s consulting costs incurredin connection with Subtenant’s initial remodel of the Premises scheduled to becompleted by September 1, 2004.

(xii)          With respect to theremedies available to Sublandlord upon a default under this Sublease bySubtenant, any agreement by Sublandlord for free 

 

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or abated Rent,the TI Allowance, or any other cash or in kind bonus, inducement or considerationto Subtenant entering into this Sublease (“Inducement Provisions”) shall beconditioned upon Subtenant’s full and faithful performance of all of the termsof this Sublease.  Upon the occurrence ofa default by Subtenant under this Sublease, which continues beyond anyapplicable notice and cure period, all Inducement Provisions shall be deemedautomatically deleted from this Sublease, and of no further force and effectand any Rent abatement, TI Allowance or other bonus, inducement orconsideration theretofore abated or give or paid by Sublandlord to Subtenantshall become immediately due and payable to Sublandlord as Additional Rent dueunder this Sublease.

(xiii)         Subtenant shall notbe entitled to any abatement of Rent under Section 18.3 of the Master Leaseunless Sublandlord receives a corresponding abatement from Master Landlord.

(xiv)        Sublandlord shall nothave any obligation to pay for any of Subtenant’s accounting/audit fees orcosts in the event that the conditions for payment of such costs by the MasterLandlord, which are described in Section 4.5 of the Master Lease, aresatisfied.

                                (xv)         Subtenantshall not have any right to install any Signage pursuant to Section 6.3 of theMaster Lease without obtaining Master Landlord’s prior written approval.  Neither Master Landlord nor Sublandlord shallhave any obligation to pay for any Signage.

(f)            Unless Subtenant isa publicly traded entity, Subtenant covenants to keep the terms of the MasterLease confidential and to refrain from disclosing any of the terms of theMaster Lease to any person or entity other than its attorneys, accountants andlenders who have agreed to keep such terms confidential.

(g)           Subtenant shallindemnify, hold harmless, protect and defend Sublandlord from and against anyloss, damage or injury, including, without limitation, reasonable attorneys’fees, and/or any amounts assessed against Sublandlord by Master Landlord underthe Master Lease on account of any action or omission by Subtenant that shallgive rise to a default or potential default under the Master Lease, whichSublandlord may suffer or incur under the Master Lease as the result of anybreach by Subtenant of its obligations under this Sublease, including, withoutlimitation, any provisions of the Master Lease that are incorporatedherein.  Subtenant’s obligationshereunder shall survive the termination of this Sublease.  Notwithstanding any other provisions of thisSublease to the contrary, in the event of a breach of this Sublease that maycause an event of default to occur under the Master Lease, Sublandlord may, inaddition to all other remedies granted to Sublandlord hereunder, at Subtenant’sexpense and after notice to Subtenant, take such action as may reasonably berequired to prevent such matter from maturing into an incurable event ofdefault under the Master Lease, and Subtenant shall pay such expenses toSublandlord, together with expenses of collection, within five (5) days afterdemand by Sublandlord.

 

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(h)           **Sublandlord’sObligations**.  Except asexpressly otherwise provided herein, Sublandlord shall have no obligations toSubtenant with respect to the Premises or the performance by Master Landlord ofany obligations of Master Landlord under the Master Lease.

**7.             EarlyTermination of Master Lease; No Modification.**  Sublandlordshall not be entitled to enter into a voluntary termination or modification ofthe Master Lease absent an express right to terminate set forth in the MasterLease, without the express prior written consent of Subtenant.  Notwithstanding anything to the contrary inthe preceding sentence, Sublandlord shall be able to freely exercise thetermination rights set forth in Section 18 and 19 of the Master Lease withoutthe necessity of obtaining any consent or approval from Subtenant.  If, without the fault of Sublandlord theMaster Lease should terminate prior to the expiration of the Sublease Term,Sublandlord shall have no liability to Subtenant.  Where the Master Lease grants Sublandlord anydiscretionary right to terminate the Master Lease, whether due to casualty,condemnation, or otherwise, Sublandlord shall be entitled to exercise or notexercise such right in its sole and absolute discretion without the necessityof obtaining any consent or approval from Subtenant.

**8.             ConsentsUnder Master Lease.**  If Subtenant desires to take any action whichrequires the consent of Landlord pursuant to the terms of the Master Lease,including, without limitation, the making of any alterations, then,notwithstanding anything to the contrary herein, (a) Sublandlord,independently, shall have the same rights of approval or disapproval asLandlord has under the Master Lease, (b) Subtenant shall not take any suchaction until it obtains the consent of both Sublandlord (whose consent shallnot be unreasonably withheld) and Landlord, and (c) Subtenant shallrequest that Sublandlord obtain Landlord’s consent on Subtenant’s behalf andSublandlord shall use commercially reasonable efforts to obtain such consent,unless Sublandlord and Landlord agree in writing that Subtenant may contactLandlord directly with respect to the specific action for which Landlord’sconsent is required.  Any approval orconsent required of Sublandlord conclusively shall be deemed reasonably withheldif Landlord withholds Landlord’s approval or consent.  Subtenant shall reimburse Sublandlord for allcosts incurred by Sublandlord in processing any request by Subtenant forLandlord’s or Sublandlord’s consent.

**9.             Letterof Credit**.  Concurrently with the execution of thisSublease, Subtenant shall deliver to Sublandlord, and Subtenant shall cause tobe in effect during the entire term of this Sublease, an unconditional,irrevocable letter of credit (the “LOC”), in the form attached hereto as Exhibit C,in the amount of Six Million Six Hundred Thirty-Two Thousand Eight HundredTwenty-Three Dollars ($6,632,823).  Theissuer of the LOC must operate at least one (1) retail branch in New York City.  The LOC shall permit partial draws and itshall permit multiple draws. Notwithstanding the preceding sentence, if Subtenant is not then indefault under this Sublease and has not previously been in default on two (2)or more occasions, the amount of the LOC may be reduced to Four Million FourHundred Forty-Three Thousand Nine Hundred Ninety-Two Dollars ($4,443,992)concurrently with the fifth (5th) anniversary of the CommencementDate.  In addition, if Subtenant is notthen in default under this Sublease and has not 

 

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previously been indefault on two (2) or more occasions, then the amount of LOC may be reduced toTwo Million Nine Hundred Seventy-Seven Thousand Four Hundred Seventy-FourDollars ($2,977,474) on the seventh (7th) anniversary of theCommencement Date.  Subtenant shall nothave any right to mortgage, assign or encumber any interest in the LOC withoutthe prior written consent of Sublandlord, which may be withheld in Sublandlord’ssole and absolute discretion. Sublandlord shall have the right to transfer or mortgage its interest inthis Sublease to any party and in such event, it shall have the right toconcurrently transfer or assign its interest in the LOC.  Sublandlord shall hold the LOC as securityfor the performance of Subtenant’s obligations under this Sublease.  If Subtenant defaults on any provision ofthis Sublease, Sublandlord may, without prejudice to any other remedy it has,draw on that portion of the LOC necessary to (a) pay Basic Rent, DirectExpenses and all other Additional Rent in default under this Sublease,(b) pay or reimburse Sublandlord for any amount that Sublandlord may spendor become obligated to spend in exercising Sublandlord’s rights under thisSublease, and/or (c) compensate Sublandlord for any expense, loss, ordamage that Sublandlord, acting in good faith, expects to suffer because ofSubtenant’s default.  Any amount of theLOC that is drawn on by Sublandlord, but not applied by Sublandlord, shall beheld by Sublandlord as a security deposit which may be drawn by Sublandlordupon Subtenant’s default under the Lease. Sublandlord shall not be required to segregate any security deposit orto pay any interest on any security deposit. If Sublandlord draws on any portion of the LOC and/or applies all or anyportion of such draw, Subtenant shall, within five (5) business days afterdemand by Sublandlord reinstate the amount of the LOC to the full LOC amountrequired by the terms of this Section 9. If Subtenant fails to renew or replace the LOC at least thirty (30) daysbefore its expiration, such failure shall be deemed a default and Sublandlordmay, without prejudice to any other remedy it has, draw on the entire amount ofthe LOC.

**10.          NoThird Party Rights.**  Except as otherwise expressly providedherein, the benefit of the provisions of this Sublease is limited toSublandlord and Subtenant and to their successors and permitted assigns.  No third party shall be construed to have anyrights as a third party beneficiary with respect to any of the provisions ofthis Sublease; provided, however, that Master Landlord shall be entitled to thebenefit of (a) Subtenant’s assumption of the Assumed Obligations pursuantto Section 5 above and (b) Subtenant’s indemnities under this Sublease.

**11.          HazardousMaterials**.

(a)           **ConsentRequired**.  Subtenant shall notengage in any “Reportable Use” (defined below) either temporarily orpermanently, of any “Hazardous Materials” (defined below) at, on, above orbeneath the Premises or Building or Project (including without limitationthrough the sewer or other plumbing systems or emitted into the atmosphere),without, in each instance, first obtaining Sublandlord’s prior written consent,which consent may be withheld in Sublandlord’s sole discretion.  Any such use by Subtenant, whether with orwithout the express prior written consent of Sublandlord, shall be incompliance in a timely manner (at Subtenant’s sole cost and expense) with all “EnvironmentalLaws” (defined below).  Notwithstandingthe foregoing, Subtenant 

 

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may, withoutSublandlord’s prior consent, and in compliance with all Environmental Laws usereasonable quantities of any ordinary and customary materials reasonablyrequired to be used by Subtenant for general offices uses, so long as such use complieswith Section 6.4 of the Master Lease, is not a Reportable Use and does notexpose the Premises or neighboring properties to any meaningful risk ofcontamination or damage, or expose Sublandlord or Master Landlord to anyliability.  In addition, Sublandlord may(but without any obligation to do so) condition its consent to any ReportableUse of any Hazardous Materials by Subtenant upon Subtenant giving Sublandlordsuch additional assurances as Sublandlord deems necessary to protect itself,the public, the Premises and the environment against damage, contamination orinjury and/or liability, including but not limited to the installation (and atSublandlord’s option, removal on or before expiration or earlier termination ofthe Sublease Term) of reasonably necessary protective modifications to thePremises and/or the deposit of an additional letter of credit or a cashsecurity deposit.

(b)           **Subtenant’sIndemnities**.  Subtenant shallindemnify, protect and hold Sublandlord and Sublandlord’s officers, directors,shareholders, employees, agents, attorneys, successors and assigns (the “SublandlordParties”) harmless from and, with counsel acceptable to Sublandlord, defendSublandlord and Sublandlord’s Parties against any loss, cost, expense, claim,judgment, penalty, fine, or diminution in value of the Premises, Building, orthe Project and damages incurred, including but not limited to reasonableattorneys’, consultant’s and expert’s fees and costs, which in any manner arisefrom or with respect to: (i) Subtenant’s use, treatment, storage ordisposal of Hazardous Materials or (ii) any use, treatment, release,storage or disposal of Hazardous Materials on, in, or under the Premises duringthe term of this Sublease unless, in either case, the same arises from thegross negligence or willful misconduct of Sublandlord or Master Landlord.  Such indemnification includes all costsincurred in connection with any investigation of site conditions or anyclean-up, remedial, removal or restoration work and the effects of anycontamination or injury to person, property or the environment caused ornecessitated by the presence of such Hazardous Materials and shall survive theexpiration or earlier termination of this Sublease.

(c)           **Duty toInform Sublandlord**.  IfSubtenant knows, or has reasonable cause to believe, that a Hazardous Materialhas come to be located in, on, under or about the Premises, Subtenant shallimmediately give Sublandlord written notice thereof, together with a copy ofany statement, report, notice, registration, application, permit, businessplan, license, claim, action or proceeding given to, or received from, anygovernmental authority or private party concerning the presence, spill,release, discharge of, or exposure to, such Hazardous Material, including allsuch documents as may be involved in any Reportable Use involving the Premises.

(d)           **Duty toInform Subtenant**.  IfSublandlord knows, or has reasonable cause to believe, that a HazardousMaterial has come to be located in, on, under or about the Premises,Sublandlord shall immediately give Subtenant written notice thereof, togetherwith a copy of any statement, report, notice, registration, application,permit, business plan, license, claim, action or proceeding given to, orreceived from, any governmental authority or private party concerning thepresence, 

 

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spill, release, dischargeof, or exposure to, such Hazardous Material, including all such documents asmay be involved in any Reportable Use involving the Premises.

(e)           **Sublandlord’sIndemnities**.  Sublandlordshall indemnify, protect and hold Subtenant and Subtenant’s officers,directors, shareholders, employees, agents, attorneys, successors and assigns(the “Subtenant Parties”) harmless from and, with counsel acceptable toSubtenant, defend Subtenant and Subtenant’s Parties against any loss, cost,expense, claim, judgment, penalty, fine, or damages incurred, including but notlimited to reasonable attorneys’, consultant’s and expert’s fees and costs,which in any manner arise from or with respect to Sublandlord’s use, treatment,storage or disposal of Hazardous Materials on, in, or under the Premises priorto the term of this Sublease.  Suchindemnification includes all costs incurred in connection with anyinvestigation of site conditions or any clean-up, remedial, removal orrestoration work and the effects of any contamination or injury to person,property or the environment caused or necessitated by the presence of suchHazardous Materials and shall survive the expiration or earlier termination ofthis Sublease.

(f)            **Definitions**. As used in this Section 11, the followingterms shall have the following definitions:

(i)            “Reportable Use”shall mean (a) the installation or use of any above or below groundstorage tank, (b) the generation, possession, storage, use,transportation, or disposal of Hazardous Materials that requires a permit from,or with respect to which a report, notice, registration or business plan isrequired to be filed with, any governmental authority, or (c) the presencein, on or about the Building or Project of Hazardous Materials with respect towhich any Environmental Laws require that a notice be given to persons enteringor occupying the Premises, the Building or neighboring properties.

(ii)           “EnvironmentalLaw(s)”  shall mean any applicablepresent and/or future federal, state or local laws (whether by common law,statute, rule, regulation, plan decree, demand letter, order, directive orotherwise) pertaining to Hazardous Materials, environmental contamination,pollution, waste disposal, industrial hygiene, land use or the protection ofhuman or animal health or welfare, including, without limitation, those relatedto any release or threatened release of Hazardous Materials and to thegeneration, use, storage, transportation, or disposal of Hazardous Materials.

(iii)          “HazardousMaterial(s)” shall mean any of the following: (a) any product, substance, chemical, material or waste (a “Substance”)defined as “extremely hazardous substances,” “hazardous substances,” “hazardousmaterials,” “hazardous waste,” or “toxic substances” in any Environmental Law;(b) any Substance that is now or may become regulated or governed by anyEnvironmental Law; (c) any Substance, the presence of which requiresinvestigation or remediation under any Environmental Law; (d) anySubstance which is or contains asbestos or petroleum, hydrocarbons (including,without limitation, gasoline, diesel fuel or oil) or any of their by-products;and (e) any Substance which, either by itself or in combination with other

 

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Substances, contains anyproperties of ignitability, corrosivity, reactivity, toxicity, radioactivity,carcinogenicity or reproductive toxicity or is potentially injurious to publichealth, safety or welfare or the environment.

**12.          MasterLandlord’s Consent to Sublease**.  This Subleaseis subject to the consent of the Master Landlord, which consent shall beevidenced by the Consent to Sublease in the form attached hereto as Exhibit Dor such other form as may be acceptable to Master Landlord, Sublandlord, andSubtenant.  Sublandlord agrees to usecommercially reasonable efforts to obtain the consent of Master Landlord tothis Sublease as soon as reasonably possible following execution of thisSublease by Subtenant and Sublandlord. In the event that Master Landlord’s consent is not obtained withinforty-five (45) days following the submittal of this Sublease by Sublandlord toMaster Landlord for consent, either party hereto shall thereafter have theright to terminate this Sublease by providing written notice of termination tothe other party hereto.  Such terminationright shall expire on the date on which the Master Landlord’s consent isreceived by such party.  For purposes ofthis paragraph, Master Landlord’s consent shall be deemed to have been given asof the date when Master Landlord’s unconditional consent to this Sublease hasbeen obtained, or, in the event such consent is conditional, the date uponwhich such conditions have been fully satisfied or waived by MasterLandlord.  Subtenant shall pay any andall fees charged by Master Landlord in connection with seeking its consent tothis Sublease.

**13.         **[Intentionally Omitted]

**14.          ConditionsPrecedent**.  This Sublease and Sublandlord’s and Subtenant’srights and obligations hereunder are conditioned upon Master Landlord executinga Consent (pursuant to Section 12 above).

**15.          Authorityto Execute**.

(a)           A Subtenant and the persons and/orentities executing this Sublease on behalf of Subtenant represent and warrantthat: (a) Subtenant is a duly organized and existing Delaware corporation,and is qualified to do business in California, (b) such persons orentities executing this Sublease are duly authorized to execute and deliverthis Sublease on Subtenant’s behalf in accordance with a duly adoptedresolution of Subtenant’s board of directors and the Subtenant’s bylaws and(c) this Sublease is binding upon Subtenant in accordance with its  terms. Concurrently with Subtenant’s execution and delivery of this Sublease toSublandlord and/or at any time during the Term within ten (10) days ofSublandlord’s request, Subtenant shall provide to Sublandlord a copy of anydocuments reasonably requested by Sublandlord evidencing such qualification,organization, existence and authorization.

(b)           B Sublandlord and the persons and/orentities executing this Sublease on behalf of Sublandlord represent and warrantthat: (a) Sublandlord is a duly organized and existing Delaware corporation,and is qualified to do business in California, (b) such persons orentities executing this Sublease are duly authorized to execute and deliverthis Sublease on Sublandlord’s behalf in accordance with a duly 

 

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adopted resolution ofSublandlord’s board of directors and the Sublandlord’s bylaws and (c) thisSublease is binding upon Sublandlord in accordance with its  terms.

**16.          NoOption to Extend**.  Subtenant shall not have any option to renewor extend the term of this Sublease.

**17.          ExistingAccelrys Lease Revenue Recovery**.  Subtenant iscurrently the tenant of those certain premises commonly known as 9685 and 9725Scranton Road, San Diego (the “Existing Premises”) pursuant to that certainOffice Building Lease dated October 23, 1998, entered into by and betweenSan Diego Tech Center, LLC, as Landlord, and Molecular Simulations, Inc., asTenant (the “Existing Lease”).  Tenantrepresents and warrants to Landlord that: (i) Tenant is the successor “Tenant”under the Existing Lease and (ii) there is no tenant improvement allowanceor other similar amount owed to Tenant under the Existing Lease.  Subtenant shall use its commerciallyreasonable efforts to maximize the “Revenues” (as hereinafter defined) generatedby a sublease of all or any portion of the Existing Premises, an assignment ofSubtenant’s interest in the Existing Lease, an early termination of theExisting Lease, or any equivalent transaction. One-half of all Revenues obtained by Subtenant from a sublease of all orany portion of the Existing Premises, an assignment of Subtenant’s interest inthe Existing Lease, an early termination of the Existing Lease, or anyequivalent transaction shall be paid to Sublandlord within thirty (30) daysafter receipt.  With respect to either asublease of the Existing Premises or an assignment of Subtenant’s interest inthe Existing Lease, Revenues shall mean all consideration received by Subtenantfrom either a subtenant of the Existing Premises or an assignee of the ExistingLease less (a) reasonable brokerage commissions paid to third partybrokers and (b) reasonable sums paid to third parties to modify or improvethe Existing Premises for occupancy by a third party Subtenant or third partyassignee, (c) reasonable sums paid to a third party assignee or thirdparty subtenant as a tenant improvement allowance, and (d) reasonablethird-party attorneys fees.  As used inthe preceding sentence, a third party shall not include any affiliate ofSubtenant.  With respect to an earlytermination of the Existing Lease, Revenues shall mean the difference between(a) the present value of all Rent and Additional Charges, including butnot limited to Building Expenses, Project Expenses, and Real Estate Taxes dueunder the Existing Lease from the Commencement Date of the Sublease until theend of the term of the Existing Lease and (b)  any termination orequivalent fee or other amount in the nature of a termination fee paid to theMaster Landlord of the Existing Lease. As used in the preceding sentence, present value shall be calculatedusing a 5% per annum discount rate. Sublandlord shall have the right to review and audit all of Subtenant’srecords regarding: (a) any Revenues obtained in connection with theExisting Premises and (b) Subtenant’s efforts to sublease the ExistingPremises, assign the Existing Lease, or terminate the Existing Lease.  If an audit by Sublandlord discloses thatRevenues were underreported by more than five percent (5%), then Subtenantshall reimburse Sublandlord for the cost of Sublandlord’s audit.

**18.          TenantImprovement Allowance**.  Subtenant shall be entitled toa relocation/tenant improvement allowance of up to $1,500,000 (the ”TIAllowance”).  The TI Allowance shall beused solely for reimbursement of the following reasonable third-

 

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party, out-of-pocketcosts incurred by Subtenant on or before Commencement Date in connection withremodeling the Premises (the “TI Expenses”):

(a)           Construction costs;

(b)           Space planning,design, architectural and engineering fees;

(c)           Legal fees, permitfees and the cost of installing signage;

(d)           Project managementfees, including but not limited to fees paid to a third-partyconstruction manager, so long as the total of project management fees does notexceed four percent (4%) of the reasonable third-party out-of-pocketconstruction costs incurred to remodel the Premises;

(e)           The cost of movingfrom the Existing Premises into the Premises;

(f)            The cost ofinstalling telecommunications cabling and related equipment, including but notlimited to telephone, data and security systems; and

(g)           The cost ofpurchasing furniture, fixtures and equipment which shall be permanently locatedin the Premises.

Nothing in the precedingsentence shall be construed to provide Subtenant with any right to makealterations to the Premises, including but not limited to the modification orinstallation of signage, other than in accordance with the provisions of thisSublease.  The TI Allowance shall bedisbursed, on a monthly basis, as reimbursement to Subtenant for the Subtenant’spayment of TI Expenses.  All applicationsfor reimbursement of TI Expenses shall be submitted to Sublandlord or on beforethe two month anniversary of the Commencement Date.  Sublandlord shall have no obligation toconsider or process any application for TI expenses which is not timelyreceived.  Each application for TIExpenses submitted to Sublandlord shall consist of: (a) a statement signedby an officer of Subtenant, certifying that Subtenant has incurred and paid forthe TI Expense for which the Subtenant is seeking reimbursement and that the TIExpense qualifies under the definition of TI Expenses set forth in thisSublease, (b) with respect to all amounts paid as reimbursement for anycontractor, subcontractor or materialman who provided services or materials tothe Premises, unconditional lien releases in the statutory form and(c) prior to the final payment of TI Expenses: (1) a copy of a certificateof occupancy (or equivalent), together with all other governmental permitsnecessary for Subtenant to conduct its operation at Premises and (2) foursets of “as-built” drawings showing the improvements to the Premises made bySubtenant.  If Subtenant commits a defaultunder the terms of this Sublease, then Sublandlord shall have not have anyobligation to reimburse Subtenant for any TI Expenses unless and until suchdefault has been cured.  If a materialdefault is not cured by Subtenant within three (3) months after it occurs, thenSubtenant’s right to receive any reimbursement for unpaid TI Expenses shallterminate.  If any portion of the TIAllowance is not used as set forth herein for the payment of the TI Expenses,then it may not be used by a Subtenant as a credit against Basic Rent, DirectExpenses or any other Additional Rent owed under this Sublease and instead, itshall be retained by Sublandlord. Sublandlord 

 

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shall have theright, within three (3) years of its receipt of all applicable documentation,to review and audit Subtenant’s records relating to the remodeling of thePremises and the use of the TI Allowance. If an audit by Sublandlord discloses a discrepancy of more than fivepercent (5%) with respect to an amount reported to Sublandlord by Subtenant,then Subtenant shall reimburse Sublandlord for the cost of Sublandlord’s audit.

**19.          Counterparts.** This Sublease may be executed in any number of counterparts, each ofwhich counterparts shall be deemed to be an original, and all of which togethershall constitute one and the same instrument.

**20.          CapitalizedTerms**.  All terms which are capitalized herein butnot defined herein shall have the meanings assigned to them in the MasterLease.

 

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**IN WITNESS WHEREOF****,**Sublandlord and Subtenant have executed this Sublease as of the date firstwritten above, intending to be bound hereby.
| **SUBLANDLORD:**                                                                                                 | **SUBTENANT:**          |
|-----------------------------------------------------------------------------------------------------------------------|------------------------------|
|                                                                                                                  |                         |
| PFIZER  INC,                                                                                                          | ACCELRYS,  INC.,             |
| a  Delaware corporation                                                                                               | a  Delaware corporation      |
|                                                                                                                  |                         |
| By:                                                                                                                   |                         | By: |   |
| Its:                                                                                                                  |                         | Its: |   |
|                                                                                                                  |                         |   |   |
| Address:                                                                                                              | By:                          |   |
|                                                                                                                  |                         | Its: |   |
| 10777  Science Center Drive                                                                                           |                         |
| San  Diego, California 92121                                                                                          | Address:                     |
| Attn:    Operations  Department,                                                                       | Prior  to Commencement Date: |
|              Real  Estate Management                      |                         |
|                                                                                                                  | 9688  Scranton Road          |
| With  a copy to:                                                                                                      | San  Diego, California 92121 |
|                                                                                                                  |                         |
| 10777  Science Center Drive                                                                                           | Address:                     |
| San  Diego, California 92121                                                                                          |                         |
| Attn:    Operations  Department,                                                                       | After  Commencement Date:    |
|              Legal  Department: Assistant General Counsel |                         |
|                                                                                                                  | 9688  Scranton Road          |
|                                                                                                                  | San  Diego, California 92121 |
|                                                                                                                  |                         |
|                                                                                                                  | With  a copy to:             |
|                                                                                                                  |                         |
|                                                                                                                  | 10188  Telesis Court         |
|                                                                                                                  | San  Diego, CA 92121         |

 

 

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**EXHIBIT A**

[MASTER LEASE]

 

 

Exhibit A

1

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** **

**EXHIBIT B**

 

PERSONAL PROPERTY

** **

| **Quantity** | ** ** | **Item**                               | ** ** | **make**      |
|--------------|------------|----------------------------------------|------------|---------------|
| 4            |       | refrigerators  - black                 |       | Amana         |
| 4            |       | dishwashers  - black                   |       | unk           |
| 4            |       | microwaves                             |       | unk           |
| 2            |       | icemakers                              |       | unk           |
| 51           |       | admin  station                         |       | Kimball       |
| 46           |       | L  shaped desk                         |       | Kimball       |
| 84           |       | U  shaped desks                        |       | Kimball       |
| 1            |       | 36  x 60 desk no return                |       | Kimball       |
| 145          |       | desk  chair                            |       | unk           |
| 212          |       | side  chairs                           |       | Kimball       |
| 194          |       | conference  chairs                     |       | Kimball       |
| 150          |       | wood  bookcases                        |       | Kimball       |
| 70           |       | 2  dr file cabinet                     |       | Harper’s |
| 55           |       | 5  drawer file cabinet                 |       | Harper’s |
| 13           |       | 3  drawer file cabinet                 |       | Harper’s |
| 4            |       | metal  storage cabinet                 |       | Holga         |
| 7            |       | 84  inch library shelving              |       | Kimball       |
| 2            |       | 48x168  conference table - oval        |       | Kimball       |
| 2            |       | 48  x 120 conference table -square     |       | Kimball       |
| 55           |       | black  stacking chairs                 |       | Kimball       |
| 27           |       | rectangle  wood training tables        |       | Kimball       |
| 63           |       | upholstered  stacking chairs           |       | Kimball       |
| 2            |       | wooden  podiums                        |       | Kimball       |
| 1            |       | 48  x 192 foot conference table oval   |       | Kimball       |
| 36           |       | 42  inch wood round table              |       | Kimball       |
| 2            |       | 4  drawer file cabinets                |       | Harper’s |
| 6            |       | upholstered  bar heights stools        |       | Kimball       |
| 12           |       | tall  metal bookcase                   |       | Kimball       |
| 10           |       | lounge  chairs                         |       | Kimball       |
| 4            |       | occasional  side tables                |       | Kimball       |
| 2            |       | bar  height 24 inch tables             |       | Kimball       |
| 2            |       | 30x60  work tables                     |       | Kimball       |
| 9            |       | 120  inch electronic projection screen |       | unk           |
| 1            |       | 61  inch plasma screen                 |       | NEC           |
| 3            |       | DVD  players                           |       | Pioneer       |
| 3            |       | VHS  VCR                               |       | JVC           |
| 3            |       | ceiling  mounted LCD projectors        |       | Sanyo         |
| 3            |       | wireless  microphone systems           |       | Shure         |
| 12           |       | ceiling  mounted speakers              |       | SoundAdvance  |

 

 

Exhibit B

1

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** **

**Seaview Phone Switch Inventory**

**4th Floor MDF 4.1**

 

1 EPN (Expansion Port Network) 

1 DS1 Converter Circuit Pack 

1 Maintenance Circuit Pack 

1 Tone Clock Circuit Pack 

9 Digital Circuit Packs (16 Port) 

1 Analog Circuit Pack (16 Port) 

1 CO Trunk Circuit Pack 

4 CSU Modules (with Power Supply) 

5 110 Punch-down blocks (Mounted on wall) 

2 Wire spools (yellow/blue - white/blue) 

 

**Seaview Network Inventory**

**4th Floor MDF 4.1**

 

Cisco 6509 switch with the following equipment: 

 
| WS-C6509        | x1 |
|-----------------|----|
| WS-CAC-2500W    | x2 |
| WS-X6K-SUP2-2GE | x1 |
| WS-X6416-GBIC   | x1 |
| WS-X6348-RJ-45  | x1 |
| WS-X6348-RJ-21  | x3 |

 

**5th Floor IDF 5.1**

 

Cisco 6509 Switch with the following equipment: 

 
| WS-C6509         | x1 |
|------------------|----|
| WS-CAC-2500W     | x2 |
| WS-X6K-SUP1A-2GE | x1 |
| WS-X6348-RJ-21   | x2 |

 

Exhibit B

2

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** **

**6th Floor IDF 6.1**

 

Cisco 6509 Switch withthe following equipment: 

 
| WS-C6509         | x1 |
|------------------|----|
| WS-CAC-2500W     | x2 |
| WS-X6K-SUP1A-2GE | x1 |
| WS-X6348-RJ-21   | x2 |

** **

Exhibit B

3

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** **

**EXHIBIT C**

 

                ,2004

Our Irrevocable Standby

Letter of CreditNo.          

 

Pfizer Inc (“Beneficiary”)

235 East 42ndStreet 

New York, NY 10017-5755 

 

Gentlemen: 

 

1.             By order of our client, Accelrys,Inc. (“Applicant”), we hereby establish in Beneficiary’s favor ourunconditional Irrevocable Standby Letter of Credit No.              in the amount of $                  (                                                   U.S.DOLLARS), for the account of Beneficiary, which is available for payment uponpresentation of Beneficiary’s draft(s) at sight on us, accompanied by: 

•                                          A statement purportedly signed by anofficer of Beneficiary, certifying as follows: “We hereby certify that the draft amount is due in accordance with theterms and conditions of the Sublease dated May 18, 2004, executed by PfizerInc, and Accelrys, Inc., as subsequently assigned and amended, (the “Lease”);”and 

•                                          The original Letter of Credit instrument.

2.             We engage with Beneficiary thatyour draft(s) drawn hereunder and in compliance with the terms of this creditwill be duly honored by us on delivery of documents as specified, if presented,in person or by generally recognized overnight delivery or courier, at**[need to fill in the address for the issuer of the LLC]**, onor before the one-year anniversary of the date hereof, or any automaticallyextended date, as herein before set forth. 

3.             This unconditional IrrevocableStandby Letter of Credit shall be deemed to be automatically extended, withoutamendment, for a period of one year from the present or any future expiration dateunless we shall notify Beneficiary in writing by registered mail, which noticeis received at least thirty (30) days prior to such expiration date, that weelect not to consider this Letter of Credit renewed for any such additionalone-year period. 

4.             Drafts drawn hereunder must bemarked “Drawn under                                                 ,Irrevocable Standby Letter of Credit Number              ,dated                                 ,2004”. 

5.             Beneficiary may make full ormultiple partial draws from time to time upon 

 

Exhibit C

1

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this Letter ofCredit.  Draws may be made either inperson or by presentation made by generally recognized delivery or courierservice. 

6.             Each payment under this Letter ofCredit will be made upon presentation of the documents specified herein as setforth above, by wire transfer of immediately available funds in U.S. Dollarsto: 

Chase ManhattanBank, N.A. 

One ChaseManhattan Plaza 

New York, NY 10081

Pfizer Acct #0361034655 

Aba Routing #021000021 

or to any other bankaccount of which Beneficiary notifies us. For all purposes of this Letter of Credit, the term “business day” meansany day other than a Saturday, Sunday or other day on which banks areauthorized or required to be closed in New York, New York. 

7.             Applicant shall pay all fees andcosts of, or in connection with, this Letter of Credit. 

8.             This Letter of Credit cannot beamended, discharged or terminated except by a writing signed by authorizedrepresentatives of Beneficiary and the undersigned on or before the ExpirationDate. 

9.             Please address all communicationsregarding this Letter of Credit to Beneficiary at 235 East 42nd Street, NewYork, NY 10017-5755, mentioning specifically our Letter of Credit No.                    .  The address for Beneficiary set forth abovemay be changed by Beneficiary at any time and from time to time upon ten (10)days prior written notice. 

10.           This Letter of Credit may betransferred upon request of Beneficiary to any party, including but not limitedto a successor-in-interest to Beneficiary under the Lease, without any actionby Applicant.  This Letter of Creditshall survive the termination of the Lease. 

11.           Except as otherwise expressly statedherein above, this credit is issued subject to the International StandbyPractices 1998. 

12.           This Letter of Credit sets forth infull the terms of our undertaking, and such terms shall not in any way bemodified, amended, amplified or limited by reference to any document,instrument or agreement referred to herein; and any such reference shall not bedeemed to incorporate in this Letter of Credit by reference any document,instrument or agreement. 

 

 

 

Exhibit C

2

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| Yours very truly,    |
|----------------------|
| Authorized Signature |
|                 |
|                 |

 

 

Exhibit C

3

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**EXHIBIT D**

CONSENT TO SUBLEASE

Master Landlordhereby acknowledges receipt of a copy of this Sublease, and consents to theterms and conditions of this Sublease. By this consent, Master Landlord shall not be deemed in any way to haveentered into the Sublease or to have consented to any further assignment orsublease. 

 

| MASTER LANDLORD           |
|---------------------------|
| LNR Seaview, Inc.,        |
| a California  corporation |
|                      |   |
| By:                       |   |
| Name:                     |   |
| Its:                      |   |
| Dated:                    |   |

 

Exhibit D

1

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