**Exhibit10.20**

**SUBLEASE**

 

THIS SUBLEASE (this “Sublease”) is dated forreference purposes as of January 27, 2005, and is made by and between Accelrys,Inc., a Delaware corporation (“Sublessor”), and QUALCOMM Incorporated, aDelaware corporation (“Sublessee”). Sublessor and Sublessee hereby agree as follows:

# 1.     Recitals:  This Sublease is made with reference to thefact that San Diego Tech Center, LLC, predecessor in interest to CalwestIndustrial Holdings, LLC, a Delaware limited liability company, as landlord (“MasterLessor”), and Sublessor, formerly known as Molecular Simulations Inc., astenant, entered into that certain Office Building Lease, dated as of October23, 1998, as amended by that certain First Amendment to Lease dated as ofAugust 31, 1999 and that certain Second Amendment to Lease dated as of June 14,2002 (as amended, the “Master Lease”), with respect to premises consisting ofapproximately 76,635 square feet of space, located at 9685 and 9725 ScrantonRoad, San Diego, California (the “Premises”). A copy of the Master Lease is attached hereto as Exhibit A.

# 2.     Premises:  Sublessor hereby subleases to Sublessee, andSublessee hereby subleases from Sublessor, all of the Premises.  Sublessee hereby acknowledges and agrees thatSublessee shall remove from the Premises, prior to delivery of the Premises toSublessee, the furniture and cubicles located therein, and that such furnitureand cubicles will not be part of the Premises. The effectiveness of this Sublease shall be subject to Sublessor obtainingthe written consent of the Master Lessor to this Sublease as set forth inSection 18 below.  Pursuant to thisSublease, Sublessee also shall have the right to use the Building Common Areasand the Project Common Areas as provided in the Master Lease, including,without limitation, not less than 3.1 spaces per thousand square feet ofrentable area in the Premises.  Allparking shall be free throughout the Sublease Term.

# 3.     Term:

## A.          Term.  Sublessor shall deliver the Premises toSublessee in the condition described in Section 6 below upon full execution ofthis Sublease and receipt of Master Lessor’s consent to this Sublease.  The term (the “Term”) of this Sublease shallbe for the period commencing on the last to occur of (a) February 1, 2005,(b) the date Sublessor delivers possession of the Premises as required aboveand (c) the date Master Lessor’s consent to this Sublease is received asprovided in Section 18 below (the “Commencement Date”) and ending onDecember 31, 2006 (the “Expiration Date”), unless this Sublease is soonerterminated pursuant to its terms or the Master Lease is sooner terminatedpursuant to its terms.  So long asSublessee is not in default under this Sublease beyond any applicable cure period,Sublessor shall not exercise any right of Sublessor to terminate the MasterLease or otherwise voluntarily terminate the Master Lease.

## B.            Early Entry.

## (i)            Commencing upon execution and delivery of this Subleaseby both Sublessor and Sublessee, Sublessee’s representatives may enter thePremises at times reasonably scheduled in advance with Sublessor to inspect thePremises and to make plans for Sublessor’s alterations to and occupancy of thePremises.  Such entry shall be subject toSublessor’s reasonable security and insurance requirements.  Sublessee shall indemnify, defend, protectand hold harmless Sublessor and Master Lessor from any losses, costs, claims,liabilities or damages due to such entry.

 

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## (ii)           Sublessee shall also have the right to enter the Premisesfollowing Sublessor’s delivery of the Premises to Sublessee and receipt ofMaster Lessor’s consent thereto to install tenant improvements, cabling,security systems, furniture, fixtures and equipment therein and thereon.  Sublessee may not make any such improvements,alterations or installations without the prior written consent of Sublessor andMaster Lessor and except in compliance with the terms of Section 10hereof.  Such occupancy shall be subjectto all of the provisions of this Sublease, except for the obligation to payBase Rent, Building Expenses and Project Expenses (as defined below); and shallnot advance the Expiration Date of this Sublease.

## C.            No Option to Extend.  The parties hereby acknowledge that theexpiration date of the Master Lease is December 31, 2006 and that Sublessee hasno option to extend the Term of this Sublease.

# 4.     Rent:

## A.            Base Rent. Sublessee shall pay to Sublessor as base rent for the Premises for eachmonth during the Term the amount of Fifty-Seven Thousand Four HundredSeventy-Six and 25/100 Dollars ($57,476.25) per month (“Base Rent”).  Base Rent shall be paid on or before thefirst (1st) day of each month.  Base Rentand “Tenant’s Building Share” of “Building Expenses” and “Tenant’s ProjectShare” of “Project Expenses”, as defined in the Master Lease, for any periodduring the Term hereof which is for less than one (1) month of the Term shallbe a pro rata portion of the monthly installment based on a thirty (30) daymonth.  Except as expressly set forth inthis Sublease or the Master Lease, as incorporated herein, Base Rent shall bepayable without notice or demand and, except as expressly set forth in thisSublease or the provisions of the Master Lease, as incorporated herein, withoutany deduction, offset, or abatement, in lawful money of the United States ofAmerica.  Base Rent and Additional Rentshall be paid directly to Sublessor at 10188 Telesis Court, Suite 100, SanDiego, California  92121, Attention:  Accounts Receivable, or such other address asmay be designated in writing by Sublessor.

## B.            Additional Rent. All monies other than Base Rent required to be paid by Sublessee toSublessor under this Sublease shall be deemed “Additional Rent”.  Except as provided below, and provided thatSublessor has provided to Sublessee at least thirty (30) days prior writtennotice of such amounts so due (which notice may be given one time for recurringpayments, provided such notice specifies the recurring nature of the payments),Sublessee shall pay to Sublessor as and when due under the Master Lease “Tenant’sBuilding Share” of “Building Expenses” and “Tenant’s Project Share” of “ProjectExpenses” (as such terms are defined in the Master Lease) to the extent suchBuilding Expenses and Project Expenses actually accrued and were so paid bySublessor during the Term of this Sublease. In addition, within thirty (30) days of the date Sublessor has providedto Sublessee written notice of such amounts so due (and prior to delinquency asto bills Sublessee receives directly from the taxing authority or utilitycompany), Sublessee will be responsible for the payment of “Tenant’s Taxes” (asdescribed in Section 28.1 of the Master Lease) attributable to the Term andSublessee’s share of charges for the consumption of electricity and otherutilities supplied to the Building, to the extent not included within BuildingExpenses under the Master Lease.  Uponwritten request by Sublessee, and provided Sublessee reimburses Sublessor for anycosts required to be paid to Master Lessor under Section 5.5 of the MasterLease, Sublessor shall request copies of Master Lessor’s records relating toBuilding Expenses and Project Expenses and shall permit Sublessee to audit therecords of Sublessor and, subject to Master Lessor’s consent (which consent mustbe included in Master Lessor’s consent to this Sublease, unless waived bySublessee under Section 18 below), of Master Lessor to the extent permittedunder Section 5.5 of the Master Lease with respect to the same.  Upon written request of Sublessee, Sublessorshall provide to Sublessee copies of all statements and other materialsreceived from Master Lessor with respect to the payment of any BuildingExpenses or Project Expenses or other similar sums due under the MasterLease.  Notwithstanding anything hereinto the 

 

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## contrary, in no event shall Sublessee be required topay as part of Building Expenses or Project Expenses for any costs for capitalimprovements or repairs except to the extent expressly required under theMaster Lease and then only to the extent of the amortization of the cost ofsuch capital improvement over its useful life. Base Rent and Additional Rent hereinafter collectively shall be referredto as “Rent”.

## C.            Payment of First Month’s Rent.  On or prior to the Commencement Date,Sublessee shall pay to Sublessor the sum of Fifty-Seven Thousand Four HundredSeventy-Six and 25/100 Dollars ($57,476.25), which shall constitute Base Rentfor the first month of the Term.  No securitydeposit shall be required from Sublessee under this Sublease.

# 5.     Holdover:  The parties hereby acknowledge that theexpiration date of the Master Lease is December 31, 2006, and that it istherefore critical that Sublessee surrender the Premises to Sublessor no laterthan the Expiration Date in accordance with the terms of this Sublease.  In the event that Sublessee does notsurrender the Premises by the Expiration Date in accordance with Section 14hereof, Sublessee shall indemnify, defend, protect and hold harmless Sublessorfrom and against all losses, costs, claims, liabilities and damages resultingfrom Sublessee’s delay in surrendering the Premises and pay Sublessor holdoverrent as provided in Section 30.10 of the Master Lease.  Notwithstanding the foregoing, if, prior tothe Expiration Date, Sublessee enters into an agreement with Master Lessor tooccupy the Premises immediately following the Expiration Date, then (i)Sublessee shall not be required to vacate the Premises on the Expiration Date,and (ii) Sublessor shall be deemed to have waived its right and option underthe Master Lease to extend the term of the Master Lease beyond the ExpirationDate.

# 6.     Condition/Repairs:  Sublessor shall deliver the Premises toSublessee in “broom clean”, vacant condition. Except as provided below, the parties acknowledge and agree thatSublessee is subleasing the Premises on an “as is” basis, and that Sublessorhas made no representations or warranties with respect to the condition of thePremises as of the Commencement Date except as set forth in thisparagraph.  Master Lessor shall be solelyresponsible for performance of any repairs required to be performed by MasterLessor under the terms of the Master Lease. Sublessor represents that it has no actual knowledge of (i) any Buildingmechanical, HVAC, plumbing, electrical and other utility system that is not in goodoperating condition, nor (ii) the presence or existence of Hazardous Materials(as defined in the Master Lease) in or about the Building or Premises, exceptas specifically disclosed in Section 23 below. Sublessor hereby assigns to Sublessee, and agrees to cooperate withSublessee in the enforcement of, any rights of Sublessor in and to any and allwarranties and guarantees relating to the Master Lease, the Premises or theequipment or improvements therein. Sublessee shall comply with all laws and regulations relating toSublessee’s use of the Premises, except that Sublessee shall not be required tomake or pay for any improvements to the Premises or the Project required byapplicable laws (i) other than to improvements installed by Sublessee followingthe date of this Sublease and (ii) except as may be related to or triggered bySublessee’s particular use of the Premises, including any use other thangeneral office use and including any alterations performed by or at the requestof Sublessee or any governmental permits or approvals requested bySublessee.  Sublessor hereby agrees toindemnify, defend and hold Sublessee harmless from and against any loss, cost,damage, liability, claim or expense (including reasonable attorneys’ fees andcourt costs) arising from or relating to any Hazardous Materials located in, onor below the Premises as of the date of delivery of physical possession of thePremises to Sublessee that were released or emitted by Sublessor or its agents,employees or contractors.

# 7.     Assignment and Subletting:  Sublessee may not assign this Sublease,sublet the Premises, transfer any interest of Sublessee therein or permit anyuse of the Premises by another party (collectively, “Transfer”), without theprior written consent of Sublessor and Master Lessor, which consent ofSublessor and Master Lessor shall not be unreasonably withheld or delayed.  Notwithstanding the foregoing, Sublessee 

 

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# may, without Sublessor’sconsent (but with notice to Sublessor and Master Lessor), Transfer all or aportion of the Premises to an affiliate or subsidiary of Sublessee, or anysuccessor to substantially all of the assets of any of QUALCOMM’s businessdivisions.  Any Transfer shall be subjectto the terms of Section 18 of the Master Lease, as incorporated into thisSublease and as modified by the terms of this Section 7.  No transfer of shares or interests inSublessee shall require Sublessor’s consent under this Sublease.  Provided Master Lessor has agreed to the same(which agreement must be included in Master Lessor’s consent to this Sublease,unless waived by Sublessee under Section 18 below), no transfer of shares orinterests in Sublessee shall constitute a Transfer for purposes of thisSublease.

# 8.     Use:

## A.            Permitted Use; Utilities.  Sublessee may use the Premises only forgeneral office use and, with the prior written consent of Master Lessor (whichconsent must be included in Master Lessor’s consent to this Sublease, unlesswaived by Sublessee under Section 18 below), software research and designengineering, light assembly and computer labs and other uses permitted underapplicable zoning.  Sublessee shall haveaccess to the Premises seven (7) days per week, twenty-four (24) hours per day,subject to the terms of the Master Lease. Subject to Master Lessor’s consent (which consent must be included inMaster Lessor’s consent to this Sublease, unless waived by Sublessee underSection 18 below), Sublessee shall have control over the HVAC system, withoutany additional charge (other than additional utility service charged by a thirdparty provider) for after-hours HVAC or other utility services, except to theextent Master Lessor assesses such charge under the Master Lease (which charge mustbe waived in Master Lessor’s consent to this Sublease, unless waived bySublessee under Section 18 below). Subject to the prior written consent of Master Lessor (which consent maybe included in Master Lessor’s consent to this Sublease), Sublessee mayreasonably select its own energy service provider for electrical or otherutility service to the Premises.

## B.            Hazardous Materials.  Without the prior written consent of MasterLessor (which consent must be included in Master Lessor’s consent to thisSublease, unless waived by Sublessee under Section 18 below), Sublessee shallnot use, store, transport or dispose of any Hazardous Material in or about thePremises except to the extent such Hazardous Materials are customarily kept orused by typical office tenants and are kept, used and disposed of in strictcompliance with applicable laws. Sublessee shall indemnify, defend, protect and hold Sublessor and MasterLessor harmless from and against all claims, losses, costs, damages andliabilities, to the extent caused by the release, disposal, discharge oremission of Hazardous Materials on or about the Premises by Sublessee or itsagents, contractors, or employees.

# 9.     Delivery:  If, within thirty (30) days of the executionof this Sublease by Sublessee, Sublessor fails, for any reason whatsoever, toeither (i) deliver possession of the Premises to Sublessee in the conditiondescribed in Section 6 above or (ii) obtain and deliver to Sublessee MasterLessor’s written consent to this Sublease as described in and subject to theterms of Section 18 below, then Sublessee may elect to terminate this Subleaseby delivering written notice thereof to Sublessor within thirty (30) days afterthe expiration of such thirty (30) day period and Sublessor shall return alldeposits paid by Sublessee.

# 10.   Improvements:  No alteration or improvements shall be madeto the Premises, except in accordance with the terms of the Master Lease, asmodified by Master Lessor’s consent to this Sublease, and, except as expresslyset forth below to the contrary, with the prior written consent of both MasterLessor and Sublessor, which consent of Sublessor shall not be unreasonablywithheld.

(a)           Sublessee intends to install tenantimprovements, cabling, communications equipment, security systems, andequipment within the Premises, subject to Master Lessor’s and Sublessor’s 

 

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consent, which consent shallnot be unreasonably withheld or delayed except as provided in Section 10.1 ofthe Master Lease.

(b)           Except as permitted above, and except for painting,carpeting and other cosmetic alterations (provided Master Lessor has waived itsright to consent to the same), no alteration or improvements shall be made tothe Premises, except with the prior written consent of both Master Lessor andSublessor, which consent of Sublessor and Master Lessor shall not beunreasonably withheld or delayed except as provided in Section 10.1 of theMaster Lease.  All alterations andimprovements must be made in accordance with laws.  The architect, contractor and project managerused by Sublessee shall also be subject to the prior written of Master Lessor,which consent shall not be unreasonably withheld or delayed.   Sublessee shall not be required to paySublessor any supervisory fee (except any such fee required by Master Lessorunder the Master Lease, which fee may be waived in Master Lessor’s consent tothis Sublease) relating to Sublessee’s alterations or improvements.  Sublessor shall cooperate with Sublessee (atSublessee’s cost) in Sublessee’s efforts to obtain the approval of MasterLessor and any required approval of any governmental agency or entity inconnection with any alterations or installations proposed by Sublessee.  If Master Lessor desires that any alterationor improvement by Sublessee be removed by Sublessee on the Expiration Date,then Master Lessor shall so notify Sublessee at the time Master Lessor grantsits approval for such alteration or improvement.  Unless required by Master Lessor (whichrequirement must be waived in Master Lessor’s consent to this Sublease, unlesswaived by Sublessee under Section 18 below), in no event shall Sublessee berequired to remove or change cosmetic alterations to the Premises.

# 11.   Insurance:  During the Term, Sublessee shall obtain andkeep in full force and effect, at Sublessee’s sole cost and expense, theinsurance required under Sections 16.1-16.3 of the Master Lease, as incorporatedherein.  Notwithstanding anything inSection 16.3 of the Master Lease to the contrary, provided Master Lessorconsents to the same (which consent must be included in Master Lessor’s consentto this Sublease, unless waived by Sublessee under Section 18 below), suchinsurance shall be issued by such companies as are customarily carried bySublessee with respect to other properties leased by Sublessee.  Sublessee shall name Master Lessor andSublessor as additional insureds under its liability insurance policy.

# 12.   Default:  Sublessee shall be in default of itsobligations under this Sublease if Sublessee fails to perform any of itsobligations under this Sublease within the notice and cure periods set forth inSection 20.1 of the Master Lease, as incorporated herein.

# 13.   Remedies:  In the event of any default by Sublessee,Sublessor shall have all remedies provided pursuant to Section 20.2 of theMaster Lease, or incorporated herein, and by applicable law.  Similarly, any remedy granted to Sublessorunder the Master Lease, **as incorporated herein**,may be exercised by Sublessee under this Sublease.  Upon the occurrence of any damage,destruction or other circumstance in which the rent paid by Sublessor under theMaster Lease is abated or reduced pursuant to the terms thereof, the rentpayable by Sublessee hereunder also shall be similarly, proportionatelyabated.  In the event of any litigationbetween Sublessee and Sublessor to enforce any provision of this Sublease or otherwisewith respect to the subject matter hereof, the unsuccessful party in suchlitigation shall pay to the successful party all costs and expenses, includingreasonable attorneys’ fees and court costs, incurred therein by the successfulparty.  Such fees shall include, withoutlimitation, any fees and costs incurred in connection with any bankruptcy orother similar proceeding.

# 14.   Surrender:  Prior to expiration or early termination ofthis Sublease, Sublessee shall remove all of its trade fixtures and shallsurrender the Premises to Sublessor in the condition received by Sublessee, exceptfor ordinary wear and tear, cosmetic alterations and other alterations approvedby Master Lessor that Master Lessor has not properly required be removed.  If the Premises are not so surrendered, thenSublessee 

 

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# shallbe liable to Sublessor for all costs incurred by Sublessor in returning thePremises to the required condition.  Inno event shall Sublessee be required to remove any alterations or improvementsnot installed or made by Sublessee.

# 15.   Broker:  Sublessor and Sublessee each represent to theother that they have dealt with no real estate brokers, finders, agents orsalesmen other than The Staubach Company-San Diego, Inc., representingSublessee, and CB Richard Ellis, representing Sublessor, in connection withthis transaction.  Sublessor shall beresponsible for the payment of commissions due Sublessor’s broker, pursuant toa separate written agreement between Sublessor and Sublessor’s broker, and dueThe Staubach Company-San Diego, Inc., pursuant to that certain commissionagreement dated as of September 24, 2004 between Sublessor and The StaubachCompany-San Diego, Inc.  Except for thecommissions provided above, which shall be the responsibility of Sublessor,each party agrees to hold the other party harmless from and against all claimsfor brokerage commissions, finder’s fees or other compen­sation made by anyother agent, broker, salesman or finder as a consequence of such party’sactions or dealings with such other agent, broker, salesman, or finder.

# 16.   Notices:  Unless at least five (5) days’ prior writtennotice is given in the manner set forth in this paragraph, the address of eachparty for all purposes connected with this Sublease shall be that address setforth below their signatures at the end of this Sublease.  All notices, demands or communications inconnection with this Sublease shall be (a) personally delivered; or (b)properly addressed and (i) submitted to an overnight courier service, chargesprepaid, or (ii) deposited in the mail (certified, return receipt requested,and postage prepaid).  Notices shall bedeemed delivered upon receipt, if personally delivered, one (1) business dayafter being submitted to an overnight courier service and three (3) businessdays after mailing, if mailed as set forth above. All notices given to MasterLessor under the Master Lease shall be considered received only when deliveredin accordance with the Master Lease.

# 17.   Other Sublease Terms:

## A.            Incorporation by Reference.  Except as set forth below, the terms andconditions of this Sublease shall include all of the terms of the Master Leaseand such terms are incorporated into this Sublease as if fully set forthherein, except that: (i) each reference in such incorporated sections to “Lease”shall be deemed a reference to “Sublease”; (ii)** **eachreference to “Landlord” and “Tenant” shall be deemed a reference to “Sublessor”and “Sublessee”, respectively, except as otherwise expressly set forth herein;(iii) with respect to work, services, repairs, restoration, insurance,indemnities, representations, warranties or the performance of any otherobligation of Master Lessor under the Master Lease, the sole obligation ofSublessor shall be to request the same in writing from Master Lessor as andwhen requested to do so by Sublessee, and to use Sublessor’s reasonable efforts(without requiring Sublessor to spend more than a nominal sum) to obtain MasterLessor’s performance; (iv) with respect to any obligation of Sublessee to beperformed under this Sublease, wherever the Master Lease grants to Sublessor aspecified number of days to perform its obligations under the Lease, except asotherwise provided herein, Sublessee shall have one (1) business day less toperform the obligation, including, without limitation, curing any defaults;(v)  in any case where “Tenant” is to indemnify, release or waive claimsagainst “Landlord”, such indemnity, release or waiver shall be deemed to runfrom Sublessee to both Master Lessor and Sublessor; (vi) all paymentsshall be made to Sublessor; (vii) all “profit” under subleases andassignments shall be paid to Sublessor; (x) references to “Alterations” inSections 16.1 and 28 shall refer to alterations constructed by Sublessor or Sublessee;and (xi) the reference in Section 30.10 to “Rent” shall mean Rentunder the Master Lease.

Notwithstanding the foregoing, any provisionsof the Master Lease that conflict with the terms or provisions otherwise setforth in this Sublease shall not apply as between Sublessor and Sublessee.  Without 

 

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limitation of the foregoingsentence or the foregoing paragraph, (a) the following provisions of the MasterLease shall not be incorporated herein: Basic Lease Terms, Introductory Paragraph, Sections 1, 2.1 (the firsttwo sentences), 2.5 (after the first reference to “feet” through the last referenceto “feet”), 3, 4, 5.1(e) and (f) (the first three sentences of each), 5.3(after the first reference to “Commencement Date” through the first referenceto “respectively”), 6, 7, 9.1 (the first sentence), 9.4 (the first sentence),20.1 (the last sentence), 20.4, 20.5 (the last sentence), 24, 29, 30.2, 30.4(after the first reference to “assigns”), 30.8 (the first sentence), 30.12,30.17 (the second paragraph), 31-34 and 35 (the first two sentences),Exhibit D, First Amendment to Lease and Second Amendment to Lease (exceptSection 3); (b) references in the following provisions to “Landlord” shall meanMaster Lessor only:  Sections 2.1-2.4,5.1-5.3, 8, 9.2, 9.4 (references in parenthesis), 11.1 (the second and thirdsentences), 11.2, 15.1-15.5, 16.5, 17, 19.1-19.4, 27 (the first sentence), 35and 36; (c) references in the following provisions to “Landlord” shall meanMaster Lessor and/or Sublessor:  Section12-14 and 30.17; (d) references in Section 16.3 (except the tworeferences in the fourth sentence) shall mean Master Lessor and Sublessor; and(e) references in Section 5.1(c)(iv) and (d)(ix) to “Lease” shallmean the Master Lease.

## B.            No Violation of Master Lease.  This Sublease is and at all times shall besubject and subordinate to the Master Lease and the rights of Master Lessorthereunder.  The right of Sublessee tooccupy and use Premises under this Sublease is subject to the restrictions andlimitations on use set forth in the Master Lease, as modified hereby or byMaster Lessor’s consent hereto. Sublessee agrees that it shall not take any action, or use the Premisesin any way, that will constitute a default under the applicable terms of theMaster Lease.  Sublessor agrees toperform all of its obligations under the Master Lease to the extent the sameare not the responsibility of Sublessee under this Sublease and not to modifyor terminate the Master Lease, throughout the term of this Sublease.  Sublessor will exercise due diligence (atSublessee’s cost) to cause the Master Lessor to perform its obligations underthe Master Lease for the benefit of Sublessee. To the extent any approval or consent is required to be obtained bySublessee from Master Lessor, Sublessor shall promptly cooperate with Sublesseein obtaining such approval or consent from Master Lessor.

## C.            Early Termination. In the event the Master Lease is terminated pursuant to the termsthereof, this Sublease shall terminate simultaneously with suchtermination.  In the event of a conflictbetween the provisions of this Sublease and the Master Lease, as betweenSublessor and Sublessee, the provisions of this Sublease shall control.  In the event of a conflict between theexpress provisions of this Sublease and the provisions of the Master Lease, asincorporated herein, the express provisions of the Sublease shall prevail.

# 18.   Conditions Precedent:  This Sublease and Sublessor’s and Sublessee’sobligations hereunder are conditioned upon the written consent of MasterLessor, which consent must contain the elements set forth in Exhibit Battached hereto.  If Sublessor fails toobtain such Master Lessor’s consent within thirty (30) days after execution ofthis Sublease by Sublessee, then Sublessor or Sublessee may terminate thisSublease by giving the other party written notice thereof, and Sublessor shallreturn to Sublessee any deposit previously received by Sublessor from Sublesseeunder this Sublease; provided, however, that Sublessee may waive therequirement that Master Lessor’s consent contain all or some of the elementsset forth in Exhibit B attached hereto. In addition, Sublessor shall use commercially reasonable efforts tocause Master Lessor and Master Lessor’s lender to provide Sublessee with acommercially reasonable nondisturbance agreement.  If Sublessor fails to obtain suchcommercially reasonable nondisturbance agreement from Master Lessor and MasterLessor’s lender within thirty (30) days after execution of this Sublease bySublessee, then Sublessee may terminate this Sublease by giving Sublessorwritten notice thereof, and Sublessor shall return to Sublessee any depositpreviously received by Sublessor from Sublessee under this Sublease.  The conditions and termination rights in thisSection 18 shall be deemed waived by Sublessee upon (i) Sublessee’sexecution or written approval of Master Lessor’s consent (which consent doesnot include all of the items 

 

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# describedin this section) or (ii) Sublessee’s failure to terminate this Sublease withinsixty (60) days after Sublessee’s execution of this Sublease if Sublessor failsto obtain Master Lessor’s consent with all the elements described herein or therequired nondisturbance agreements within thirty (30) days after Sublessee’sexecution of this Sublease.

# 19.   Authority to Execute:  Sublessee and Sublessor each represent andwarrant to the other that each person executing this Sublease on behalf of eachparty is duly authorized to execute and deliver this Sublease on behalf of thatparty.

# 20.   Indemnity:  Sublessee agrees to indemnify and save theSublessor harmless from all claims (including costs and expenses of defendingagainst such claims) arising from any act or omission of Sublessee or Sublessee’sagents, employees, contractors, or invitees occurring during the Term, in, onor about the Premises, unless such claims are caused by, or are the result of,the intentional misconduct or negligence of Sublessor or Master Lessor or anyof Sublessor’s or Master Lessor’s agents, employees, contractors orinvitees.  Sublessor in turn agrees toindemnify and save Sublessee harmless from all claims (including costs andexpenses of defending against such claims) arising from any act or omission ofSublessor or Sublessor’s agents, employees, contractors or invitees, occurringduring the Term, in, on or about the Premises unless such claims are caused by,or are the result of, the intentional misconduct or negligence of Sublessee orany of Sublessee’s agents, employees, contractors or invitees.

# 21.   Signage:  Subject to Master Lessor’s prior writtenapproval thereof, and Sublessee’s compliance with all laws and all of MasterLessor’s requirements in connection therewith pursuant to the terms of theMaster Lease, Sublessee shall be entitled to install, at Sublessee’s sole cost,signage in all of the locations in which Sublessor is entitled to signage underthe Master Lease.  Subject to MasterLessor’s prior written approval thereof, and Sublessee’s compliance with alllaws and all of Master Lessor’s requirements in connection therewith pursuantto the terms of the Master Lease, Sublessee may also install, at Sublessee’ssole cost, building-top signage. Sublessee shall be solely responsible for all costs to fabricate,permit, install, maintain and remove all such signage installed by Sublessee.

# 22.   Roof Rights; Generator:  Subject to Master Lessor’s prior writtenapproval thereof, and Sublessee’s prompt compliance with all laws and all ofMaster Lessor’s conditions and requirements in connection therewith, Sublesseemay install and maintain, at Sublessee’s sole cost, Sublessee’stelecommunications, satellite and antenna equipment on the roof of the Buildingabove the Premises and a back-up generator (approximately 400 KW with anoutdoor pad of 15’ W by 20’ L) adjacent to the Premises, both in locations andin accordance with specifications approved by Master Lessor.  Sublessee shall indemnify, defend, protectand hold harmless Sublessor and Master Lessor from all losses, costs, claims,liabilities and damages in connection with such roof equipment or generator.

# 23.   Asbestos Disclosure:  Sublessee acknowledges that it has beeninformed of the presence of asbestos in the project in which the Premises arelocated as set forth in Sections 30.1 and 37 of the Master Lease.

# 24.   Counterparts:  This Sublease may be executed in one or morecounterparts, each of which shall be an original but all of which, takentogether, shall constitute one and the same Sublease.

 

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# IN WITNESS WHEREOF, the parties have executed thisSublease as of the day and year first above written.

 
| **SUBLESSOR:**                  | ** ** | **SUBLESSEE:**                       |
|---------------------------------|------------|--------------------------------------|
|                            |       |                                 |
| ACCELRYS,  INC.,                |       | QUALCOMM  INCORPORATED,              |
| a  Delaware corporation         |       | a  Delaware corporation              |
| By:                             |       |                                 | By: |   |
| Name:                           |       |                                 | Name: |   |
| Its:                            |       |                                 | Its: |   |
| Address:                        |       | Address:                             |
|                            |       |                                 |
| 10188  Telesis Court, Suite 100 |       | QUALCOMM  Incorporated               |
| San  Diego, CA 92121            |       | Attn:  VP Real Estate and Facilities |
| Attn.:  Chief Financial Officer |       | 5775  Morehouse Road                 |
| And                             |       | San  Diego, CA 92121                 |
| Attn.:  Facilities Director     |       |                                 |

 

 

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**EXHIBIT A**

 

**MASTER LEASE**

** **

 

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**EXHIBIT B**

**ITEMS TO BE INCLUDED IN MASTER LESSOR’S CONSENT**

Master Lessor herebyacknowledges receipt of a copy of this Sublease, and consents to the subleasingof the Premises to QUALCOMM Incorporated. Except as consented to below, the terms and provisions of the Subleaseshall be subject and subordinate to the terms of the Master Lease and nothingherein shall be construed to release Accelrys, Inc. from any of its obligationsor liabilities under the Master Lease. In connection with the foregoing, Master Lessor specifically consentsand agrees that:

1.             Sublessee may install tenant improvements, cabling,communications equipment, security systems, and equipment within the Premises,subject to Master Lessor’s consent, which consent shall not be unreasonablywithheld or delayed, except as provided in Section 10.1 of the MasterLease.  In addition, Sublessee may electto install telecommunications, satellite and antenna equipment on the roof ofthe building, as well as one or more UPS/Backup generators outside the buildingto serve the Premises.  Master Lessorshall have the right to approve the location(s) of such installations, whichconsent shall not be unreasonably withheld or delayed.  Master Lessor’s consent shall not be requiredfor painting, carpeting and other cosmetic alterations by Sublessee and MasterLessor shall not require the removal of any alterations unless Master Lessorhas so advised Sublessee and Sublessor in writing at the time Master Lessorapproves the same.  Delawie WilkesRodrigues Barker, Mr. Chuck Nichols and Roel Construction are hereby deemedapproved by Master Lessor as architect, project manager and contractor,respectively, for any such installations. Sublessee shall not be required to pay Master Lessor a supervisory feerelating to Sublessee’s alterations or improvements in the Premises.  In no event shall Sublessee or Sublessor berequired to remove or change cosmetic alterations to the Premises.

2.             Sublessee may use the Premises for general office use,software research and design engineering, light assembly and computer labs andother uses permitted under applicable zoning. Sublessee may use Hazardous Materials in the Premises in the ordinarycourse of Sublessee’s business and consistent with such use; provided, however,that (i) Sublessee shall comply with all applicable laws and regulations inconnection with such use and shall not release or dispose of any such HazardousMaterials in or about the Premises, and (ii) Sublessee shall indemnify, defend,protect and hold Master Lessor harmless from and against all claims, losses,costs, damages and liabilities, to the extent caused by the release, disposal,discharge or emission of Hazardous Materials on or about the Premises bySublessee or its agents, contractors, or employees.

3.             Master Lessor represents and warrants that all Buildingmechanical, HVAC, plumbing, electrical and other utility systems are in goodoperating condition; provided that the term of such warranty shall expire onMay 31, 2005.  If Sublessee does not giveSublessor notice within such warranty period setting forth with specificity thenature and extent of such malfunction or failure, correction of suchmalfunction or failure shall be the obligation of Sublessee at Sublessee’s solecost and expense.

4.             Sublessee may, without Master Lessor’s consent (but withnotice to Master Lessor), transfer all or a portion of the Premises to anaffiliate or subsidiary of Sublessee, or any successor to substantially all ofthe assets of any of QUALCOMM’s business divisions, and no transfer of sharesor interests in Sublessee shall constitute a transfer or assignment forpurposes of the Master Lease.

5.             Sublessee shall have control over the regulation of theHVAC system serving the Premises, without any additional charge for after-hoursHVAC or other utility services (other than actual utility costs charged bythird party providers), and may select its own energy service provider forelectrical and other utility services to the Premises.

 

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6.             Sublessee shall have the right, at its own expense, toutilize its own employees to provide janitorial services to the Premises inlieu of janitorial services provided by Master Lessor.

7.             Master Lessor has reviewed and approved Sublessee’sproposed insurance coverage and such insurance, including, without limitation,the identity of the insurance company and the deductibles carried by Sublessee,is acceptable to Master Lessor, notwithstanding any provisions in the MasterLease to the contrary.

8.             Sublessee shall have the right to audit Master Lessor’srecords as to Building Expenses and Project Expenses as permitted under Section5.5 of the Master Lease.

9.             Master Lessor confirms that fiber optic facilities,conduit and services are available to and from the Premises and that Sublesseeshall have access to and the right to use such facilities without additionalcost or expense other than the cost incurred installing Sublessee’s facilitiesor costs incurred to third-party service providers.

10.           Master Lessor shall permit Sublessee to install, atSublessee’s sole cost and expense, two (2) building top exterior, back-lit,building signs (the “Building Signs”) containing Sublessee’s name on theBuilding:

(a)           TheBuilding Signs shall be consistent with the design and specifications as depictedon Exhibit B-1 attached hereto and incorporated herein by referenceand may be located (i) onthe southeast corner of the Building, and (ii) above the Building entrance onthe east side of the Building;

(b)           Thecost of designing, fabricating, installing and obtaining governmental approvalsfor the Building Signs shall be paid by Sublessee, at Sublessee’s sole cost andexpense.  Master Lessor shall have theright to approve the contractor that installs the Building Signs and thecontractor shall comply with all of Master Lessor’s policies and proceduresrelating to construction performed at the Building (e.g., insurance, safetyetc.);

(c)           Sublesseeshall maintain the Building Signs in good order and repair, at Sublessee’s solecost and expense;

(d)           Sublessee’sright to install the Building Signs is subject to the issuance by the City ofSan Diego (the “City”) of any required approvals and permits for theinstallation of the Building Signs. Master Lessor makes no representation or warranty that the City willpermit the installation of the Building Signs;

(e)           Sublesseeshall remove the Building Signs and repair any damage to the Building, atSublessee’s sole cost and expense, upon the termination or expiration of theSublease term;

(f)            Sublesseeshall have the exclusive right to place exterior building signage on theBuilding.

11.           Sublessee shall have the right, at its sole cost andexpense, to place its name on any monument signs that identify the occupant ofthe Premises or to construct a monument sign on or adjacent to the Premises andto place Sublessee’s name on such monument sign.  In addition, Sublessee shall have the right,at its sole cost and expense, to replace the name of Sublessor with its ownname on any monument signs on which Sublessee’s name currently appears.  Master Lessor shall have the right to approvethe size, design and location of any future monument signs constructed bySublessee, in Master Lessor’s reasonable discretion, and all such signs shallbe constructed at Sublessee’s sole cost and expense.

 

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12.           Master Lessor hereby acknowledges that notices to Tenantunder the Master Lease should be sent to 10188 Telesis Court, San Diego,CA  92121, Attn.:  General Counsel and Attn.:  Facilities Director.

 

**MASTER LESSOR:**

 

| CALWEST  INDUSTRIAL HOLDINGS, LLC,    | Dated: |   |
|---------------------------------------|--------|--------|
| a  Delaware limited liability company |   |
| By:                                   |   |   |
| Its:                                  |   |   |
|                                       |        |        |  |  |

 

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**EXHIBIT B-1**

**SUBLESSEE’S SIGN SPECIFICATIONS**

 

 

 

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