**Exhibit 10.42**

 

**SUBLEASE AGREEMENT**

** **

**BETWEEN**

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**YAHOO! INC.**

** **

**AND**

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**OAK TECHNOLOGY, INC.**

** **

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**SUBLEASE**

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THIS SUBLEASE (“Sublease”) is entered into as of June 18, 2001 (the“Effective Date”), by and between YAHOO! INC., a Delaware corporation(“Sublandlord”) and OAK TECHNOLOGY, INC., a Delaware corporation (“Subtenant”),with reference to the following facts:

 

A.            Pursuantto that certain Lease dated March 1, 1999 (the “Master Lease”), GAWTA KiferLLC, a California limited liability company (“Landlord”), as landlord, leasedto Sublandlord, as tenant, the building (the “Building”) located at 1390 KiferRoad (formerly known as 1450 Kifer Road), Sunnyvale, California (collectively,the “Master Lease Premises”) consisting of a total of approximately 88,924rentable square feet.

 

B.            Subtenantwishes to sublease from Sublandlord, and Sublandlord wishes to sublease toSubtenant, the entire Master Lease Premises (as used herein, the “SubleasedPremises”).

 

NOW, THEREFORE, in consideration of the foregoing, and for other good andvaluable consideration, the receipt and adequacy of which are herebyacknowledged by the parties, Sublandlord and Subtenant hereby agree as follows:

 

1.             Sublease.               Sublandlord hereby subleases to Subtenant andSubtenant hereby subleases from Sublandlord for the term, at the rental, andupon all of the conditions set forth herein, the Subleased Premises.

 

2.             Term.

 

2.1           Theterm of this Sublease (“Term”) shall commence as of November 1, 2001 (the“Commencement Date”) and shall expire, unless sooner terminated pursuant to anyprovision hereof, on the Expiration Date provided in the Master Lease, which isNovember 30, 2006 (the “Expiration Date”). Subtenant shall have access to the Premises as of September 1, 2001 forthe purpose of planning, constructing and outfitting the Premises forSubtenant’s use provided that such early access does not interfere withSublandlord’s move out from the Premises.

 

2.2           Underthe Master Lease, Sublandlord must obtain the consent of Landlord to anysubletting.  This Sublease shall be infull force and effect upon execution of this Sublease by Sublandlord andSubtenant; provided that, notwithstanding Section 2.1 above, in no event willthe Commencement Date occur until Landlord executes a consent in the formattached hereto as Exhibit A (the “Consent”).  In the event that Landlord does not execute the Consent withinfifteen (15) business days of the Effective Date, either party hereto shallhave the right to terminate this Sublease by written notice to the otherparty.  Upon such termination, theDeposit and any prepaid rent shall be promptly returned to Subtenant.

 

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3.             Rent.

 

3.1           BaseRent Payments.

 

(a)           Fromand after the Commencement Date, Subtenant shall pay to Sublandlord as BaseRent for the Subleased Premises during the Term the following:

 
| **Months** |   | **Monthly  Base Rent**     |   | **Rent/rsf/month** |
|------------|--------|----------------------------|--------|--------------------|
| 1-2        |   | $66,693.00                 |   | $                  | 0.75 |
| 3-12       |   | $253,433.40                |   | $                  | 2.85 |
| 13-end     |   | [See Section 3.1(b) below] |   |               |

 

(b)           Inaddition, on the first day of each Rent Adjustment Year (as defined below),monthly Base Rent shall be increased to equal one hundred three and five tenthspercent (103.5%) of the monthly Base Rent in effect immediately prior to thecommencement of that Rent Adjustment Year. “Rent Adjustment Year” shall mean a period of twelve (12) full calendarmonths.  The first Rent Adjustment Yearshall commence on the first day of the thirteenth (13th) monthfollowing the Commencement Date, and each succeeding Rent Adjustment Year shallcommence on the one-year anniversary date of the first day of the precedingRent Adjustment Year.

 

(c)           BaseRent shall be paid on the first day of each month of the Term, except thatSubtenant shall pay the first month’s Base Rent to Sublandlord upon executionof this Sublease.  If the Term does notbegin on the first day of the month or end on the last day of a month, the BaseRent and Additional Rent (hereinafter defined) for that partial month shall beprorated by multiplying the monthly Base Rent and Additional Rent by afraction, the numerator of which is the number of days of the partial monthincluded in the Term and the denominator of which is the total number of daysin the full calendar month.  All Rent(hereinafter defined) shall be payable in lawful money of the United States, byregular bank check of Subtenant, to Sublandlord at the address stated herein orto such other persons or at such other places as Sublandlord may designate inwriting.

 

3.2           Expensesand Utilities.

 

(a)           Definitions.    For purposes of this Sublease and in addition to the terms definedelsewhere in this Sublease, the following terms shall have the meanings setforth below:

 

(1) “Additional Rent” shall mean the sums payable pursuant tosubparagraph 3.2(b) of this Sublease.

 

(2) “Operating Expenses” shall mean Additional Rent, as definedin Section 3(A) of the Master Lease, Reimbursable Expenses and Utilities, asdefined in Section 10 of the Master Lease, all amounts due under Section 11 ofthe Master Lease, and all other operating expenses, fees, reimbursable costsand utilities which are the responsibility of the Lessee under the MasterLease.

 

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(3)           “Rent”shall mean, collectively, Base Rent, Additional Rent, and all other sumspayable by Subtenant to Sublandlord under this Sublease, whether or notexpressly designated as “rent,” all of which are deemed and designated as rentpursuant to the terms of this Sublease.

 

(b)           Inaddition to the Base Rent payable pursuant to Section 3.1 above, from and afterthe Commencement Date, for each calendar year of the Term, Subtenant, asAdditional Rent, shall pay one hundred percent (100%) of all Operating Expensespayable by Sublandlord under the Master Lease, within ten (10) days ofreceiving an invoice therefor.  In theevent that Landlord bills Sublandlord monthly for an estimated amount of suchexpenses, Subtenant shall pay to Sublandlord on the first day of each month asAdditional Rent such estimated amount of Operating Expenses.  Sublandlord shall give Subtenant copies ofall invoices received from Landlord regarding Operating Expenses.

 

(c)           Forpartial calendar years during the term of this Sublease, the amount ofAdditional Rent payable pursuant to this subsection that is applicable to thatpartial calendar year shall be prorated based on the ratio of the number ofdays of such partial calendar year falling during the term of this Sublease to365.  The expiration or earliertermination of this Sublease shall not affect the obligations of Sublandlordand Subtenant pursuant to Section 3.2 which arise prior to such expiration ortermination, and such obligations shall survive, remain to be performed after,any expiration or earlier termination of this Sublease.

 

3.3           Paymentof Rent to Landlord.    Notwithstanding Sections 3.1 and 3.2 above, Sublandlordagrees that Subtenant may pay all Base Rent and Additional Rent directly toLandlord, provided that Subtenant concurrently sends to Sublandlord a copy orother evidence of such payment.

 

4.             SecurityDeposit.

 

4.1           Concurrentlywith Subtenant’s execution and delivery of this Sublease, and as security forits obligations under the Sublease, Subtenant shall deposit with Sublandlordthe sum of One Million Two Hundred Fifty Thousand Dollars ($1,250,000) asa  security deposit, in cash or in theform of a Letter of Credit, as defined below (the “Deposit”). The Deposit shallbe held by Sublandlord as security for the faithful performance by Subtenant ofall the provisions of this Sublease to be performed or observed bySubtenant.  If Subtenant fails to payrent or other sums due hereunder, or otherwise defaults with respect to anyprovisions of this Sublease, Sublandlord may use, apply or retain all or anyportion of the Deposit for the payment of any rent or other sum in default orfor the payment of any other sum to which Sublandlord may become obligated byreason of Subtenant’s default, or to compensate Sublandlord for any loss ordamage which Sublandlord may suffer thereby. If Sublandlord so uses or applies all or any portion of the Deposit,Subtenant shall within ten (10) days after demand therefor deposit cash or an amendedor replacement letter of credit with Sublandlord in an amount sufficient torestore the Deposit to the full amount thereof and Subtenant’s failure to do soshall be a material breach of this Sublease. In the event the Deposit is cash, Sublandlord shall keep the Deposit ina separate interest-bearing account approved by Subtenant, with interestdistributed semi-annually to Subtenant. If Subtenant performs all of Subtenant’s obligations hereunder, theDeposit, or so much thereof as has not theretofore been applied by Sublandlord,shall be returned, along with 

 

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allaccrued but unpaid interest, so Subtenant (or, at Sublandlord’s option, to thelast assignee, if any, of Subtenant’s interest hereunder) following theexpiration of the Term, and after Subtenant has vacated the Premises.  No trust relationship is created hereinbetween Sublandlord and Subtenant with respect to the Deposit.

 

4.2           Forthe purposes for this Section, “Letter of Credit” means an unconditional,irrevocable sight draft letter of credit issued by the San Francisco or SanJose office of a major national bank satisfactory to Sublandlord, namingSublandlord as beneficiary and otherwise in form and substance satisfactory toSublandlord.  The Letter of Credit shallbe for a one-year term and shall provide: (i) that Sublandlord may make partialand multiple draws thereunder, (ii) that draws shall be payable uponpresentment of a clean sight draft only, (iii) that in the event ofSublandlord’s assignment or other transfer of its interest in the Lease, theLetter of Credit shall be freely transferable by Sublandlord, without charge toSublandlord or the assignee or transferee of such interest, (iv) that it isgoverned by the Uniform Customs and Practice for Documentary Credits (1993 revisions),International Chamber of Commerce Publication No. 500; and (v) that the Letterof Credit will be automatically renewed upon the expiration of its term foradditional one year periods, with a final expiration date of February 1, 2007.  Notwithstanding the foregoing, if the bankdoes not confirm the extension of the Letter of Credit at least 30 days priorto the relevant annual expiration date or if Subtenant does not substitute areplacement Letter of Credit in the applicable draw amount by such date, Sublandlordshall be entitled to draw on the Letter of Credit and to hold and apply suchfunds as an additional Security Deposit in accordance with the terms of theSublease.  If Subtenant fails to payrent or other charges due under the Sublease, or otherwise defaults, afterapplicable notice and cure periods, if any, with respect to any provision ofthe Sublease, Sublandlord may draw upon the Letter of Credit up to the fullamount to which Sublandlord is entitled under Section 4.1 above.

 

5.             Useand Occupancy.

 

5.1           Useand Signage.    The Subleased Premises shall be used and occupied only forthe uses permitted under the Master Lease and for not other use or purpose,except that, in the event that Landlord consents in writing to Subtenant’s useof the Subleased Premises as research and development in addition to generaloffice, such use shall also be permitted, provided Subtenant does not use,store or transport to or from the Premises any toxic  or hazardous materials or waste, other than as provided in theMaster Lease.

 

5.2           Compliancewith Master Lease.

 

(a)           Subtenantagrees that it will occupy the Subleased Premises in accordance with the termsof the Master Lease and will not suffer to be done or omit to do any act whichmay result in a violation of or a default under any of the terms and conditionsof the Master Lease, or render Sublandlord liable for any damage, charge orexpense thereunder.

 

(b)           Subtenantagrees that Sublandlord shall not be required to perform any of the covenants,agreements and/or obligations of Landlord under the Master Lease and, insofaras any of the covenants, agreements and obligations of Sublandlord hereunderare required to be performed under the Master Lease by Landlord thereunder,Subtenant

 

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acknowledges and agrees thatSublandlord shall be entitled to look to Landlord for such  performance.  Sublandlord shall not be responsible for any failure orinterruption, for any reason whatsoever, of the services or facilities that maybe appurtenant to or supplied at the Building by Landlord or otherwise,including, without limitation, heat, air conditioning, ventilation,life-safety, water, electricity, elevator service and cleaning service, if any;and no failure to furnish, or interruption of, any such services or facilities shallgive rise to any (i) abatement, diminution or reduction of Subtenant’sobligations under this Sublease, except to the extent provided in the MasterLease, or (ii) liability on the part of Sublandlord. Notwithstanding theforegoing, Sublandlord shall promptly take such action as may reasonably beindicated, under the circumstances, to secure such performance upon Subtenant’srequest to Sublandlord to do so and shall thereafter diligently prosecute suchperformance on the part of Landlord.

 

6.             Master Lease andSublease Terms.

 

6.1           Subtenant acknowledgesthat Subtenant has reviewed and is familiar with all of the terms, agreements,covenants and conditions of the Master Lease.

 

6.2           This Sublease is andshall be at all times subject and subordinate to the Master Lease.

 

6.3           The terms, conditionsand respective obligations of Sublandlord and Subtenant to each other underthis Sublease shall be the terms and conditions of the Master Lease except forthose provisions of the Master Lease which are directly contradicted by thisSublease in which event the terms of the Sublease document shall control overthe Master Lease.  Therefore, for thepurposes of this Sublease, wherever in the Master Lease the word “Landlord” isused it shall be deemed to mean the Sublandlord herein and wherever in theMaster Lease the word “Tenant” is used it shall be deemed to mean the Subtenantherein.  Any non-liability, release,indemnity or hold harmless provision in the Master Lease for the benefit ofLandlord that is incorporated herein by reference, shall be deemed to inure tothe benefit of Sublandlord, Landlord, and any other person intended to bebenefited by said provision, for the purpose of incorporation by reference inthis Sublease.  Any right of Landlordunder the Master Lease of access or inspection and any right of Landlord underthe Master Lease to do work in the Master Lease premises or in the Building andany right of Landlord under the Master Lease in respect of rules andregulations, which is incorporated herein by reference, shall be deemed toinure to the benefit of Sublandlord, Landlord, and any other person intended tobe benefited by said provision, for the purpose of incorporation by referencein this Sublease.

 

6.4           For the purposes ofincorporation herein, the terms of the Master Lease are subject to thefollowing additional modifications:

 

(a)           In all provisions ofthe Master Lease (under the terms thereof and without regard to modificationsthereof for purposes of incorporation into this Sublease) requiring the approvalor consent of Landlord, Subtenant shall be required to obtain the approval orconsent of both Sublandlord and Landlord.

 

(b)           In all provisions ofthe Master Lease requiring Tenant to submit, exhibit to, supply or provideLandlord with evidence, certificates, or any other matter or thing,

 

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Subtenant shall be required tosubmit, exhibit to, supply or provide, as the case may be, the same to bothLandlord and Sublandlord.

 

(c)           Sublandlord shall haveno obligation to restore or rebuild any portion of the Subleased Premises afterany destruction or taking by eminent domain.

 

(d)           In all provisions ofthe Master Lease requiring Tenant to designate Landlord as an additional ornamed insured on its insurance policy, Subtenant shall be required to so designateLandlord and Sublandlord on its insurance policy.

 

6.5           Notwithstanding theterms of Section 6.3 above, Subtenant shall have no rights nor obligationsunder the following provisions of the Master Lease: Work Letter Agreement, anyrepresentations made by Landlord, any rights or options to expand, extend orrenew the Master Lease or this Sublease, including without limitation theoption set forth in Section 4 of the Master Lease, rights of first offer,rights of first negotiation, and rights to any tenant improvementallowance.  Subtenant shall have allother rights and obligations of Sublandlord as tenant under the Master Lease,but only to the extent that a subtenant is permitted to obtain the benefit ofsuch rights under the terms of the Master Lease.

 

6.6           During the Term and forall periods subsequent thereto with respect to obligations which have arisenprior to the termination of this Sublease, Subtenant agrees to perform andcomply with, for the benefit of Sublandlord and Landlord, the obligations of Sublandlordunder the Master Lease which pertains to the Subleased Premises and/or thisSublease, except for those provisions of the Master Lease which are directlycontradicted by this Sublease, in which event the terms of this Subleasedocument shall control over the Master Lease.

 

6.7           Sublandlord agrees tomaintain the Master Lease, as it pertains to the Subleased Premises, during theentire term of this Sublease, and to use its reasonable efforts to causeLandlord to comply with or perform the obligations of Landlord under the MasterLease.

 

6.8           Notwithstanding theprovisions of this Sublease, any obligation of Sublandlord to provide servicesor utilities to the Subleased Premises or to Subtenant or to performmaintenance or repair obligations with respect to the Building or the SubleasedPremises which is contained in this Sublease by the incorporation by referenceof the provisions of the Master Lease, shall be observed or performed bySublandlord diligently using reasonable efforts to cause Landlord to observeand/or perform the same.

 

6.9           Sublandlord herebyrepresents and warrants that Sublandlord is not in default in its performanceof the Master Lease, and no pending notice of default has been given toSublandlord.  To Sublandlord’sknowledge, Landlord is not in default in its performance of the Master Leaseand no pending notice of default has been given to Landlord.  Sublandlord shall comply with the MasterLease from the Effective Date until the Commencement Date.

 

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7.             Assignment.

 

7.1           Subtenantwill not assign or further sublet all or any portion of the Subleased Premiseswithout Sublandlord’s and Landlord’s express, prior, written consent.Sublandlord’s consent shall not be unreasonably withheld.

 

7.2           Asa condition to Sublandlord’s consent, Subtenant will pay all expenses incurredby Sublandlord concerning such transfer request and subtenant’s assignee orsublessee will assume in writing the obligations of Subtenant arising underthis Sublease.  No consent to any suchtransfer will relieve Subtenant of Subtenant’s obligations under thisSublease.  Consent to any one transferwill not relieve Subtenant from Subtenant’s obligation to obtain express,prior, written consent to any further sublease or assignment. The acceptance ofrent by Sublandlord from any other person will not be deemed to be either awaiver by Sublandlord of any provision of this Section or a consent to any suchtransfer.

 

8.             Termination ofMaster Lease.  If for any reason theterm of the Master Lease shall terminate prior to the scheduled ExpirationDate, this Sublease shall thereupon be terminated and Sublandlord shall not beliable to Subtenant by reason thereof unless (i) Subtenant shall not then be indefault hereunder beyond and applicable notice and cure period and (ii) suchtermination shall have been effected because of the breach or default ofSublandlord under the Master Lease or by reason of the voluntary termination orsurrender of the Master Lease by Sublandlord.

 

9.             Indemnity.

 

9.1           Subtenantshall indemnify, defend and hold harmless Sublandlord from and against alllosses, costs, damages, expenses and liabilities, including, withoutlimitation, reasonable attorney’s fees and disbursements, which Sublandlord mayincur or pay out (including, without limitation, to the Landlord) by reason of(i) the condition, use, or occupancy of the Subleased Premises (except to theextent due to the condition of the Subleased Premises as of the CommencementDate), or any accidents, damages or injuries to persons or property occurring in,on or about the Subleased Premises (except to the extent caused bySublandlord’s negligence or wrongful act or the negligence or wrongful act ofthe Landlord), (ii) any breach or default hereunder on Subtenant’s part, (iii)any work done after the date hereof in or to the Subleased Premises by or onbehalf of Subtenant, (iv) the use, handling, storage or disposal of toxic orhazardous materials or waste which affects the Subleased Premises by Subtenantor its officers, partners, employees, agents or contractors, or anyone elseunder Subtenant’s control, or (v) any act, omission or negligence on the partof Subtenant and/or its officers, partners, employees, agents or contractors,or any person claiming through or under Subtenant.

 

9.2           Sublandlordshall indemnify, defend and hold harmless Subtenant from and against alllosses, costs, damages, expenses and liabilities, including, withoutlimitation, reasonable attorneys’ fees and disbursements, which Subtenant mayincur or pay out (including, without limitation, to the Landlord) by reason of(i) any breach or default hereunder on Sublandlord’s part, or (ii) the use,handling, storage or disposal of toxic or hazardous materials or waste whichaffects the Subleased Premises by Sublandlord or its officers, partners,employees, agents, or contractors, or anyone else under Sublandlord’s control.

 

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10.           Limitation onLiability.  Sublandlord shall not beliable for personal injury or property damage to Subtenant, its officers,agents, employees, invitees, guests, licensees or any other person in theSubleased Premises, regardless of how such injury or damage may be caused. Anyproperty of Subtenant kept or stored in the Subleased Premises shall be kept orstored at the sole risk of Subtenant. Subtenant shall hold Sublandlord harmlessfrom any claims arising out of any personal injury or property damage occurringin the Subleased Premises.

 

11.           Consents.  In any instance when Sublandlord’s consentor approval is required under this Sublease, such consent or approval shall notbe unreasonably withheld or delayed. Sublandlord’s refusal to consent to orapprove any matter or thing shall be deemed reasonable if, among other matters,such consent or approval is required under the provisions of the Master Leaseincorporated herein by reference but has not been obtained from Landlord.

 

12.           Attorney’s Fees.  If Sublandlord or Subtenant brings an actionto enforce the terms hereof or to declare rights hereunder, the prevailingparty who recovers substantially all of the damages, equitable relief or otherremedy sought in any such action on trial and appeal shall be entitled to itsreasonable attorney’s fees to be paid by the losing party as fixed by thecourt.

 

13.           As-Is.

 

13.1         Sublandlordshall deliver, and Subtenant shall accept, possession of the Subleased Premisesin their “AS IS” condition as the Subleased Premises exist on the EffectiveDate. Sublandlord shall have no obligation to furnish, render, pay for, consentto or supply any work, labor, services, materials, furniture, fixtures,equipment, decorations or other items to make the Subleased Premises ready orsuitable for Subtenant’s occupancy, except as expressly provided herein. Inmaking and executing this Sublease, Subtenant has relied solely on suchinvestigations, examinations and inspections as Subtenant has chosen to make orhas made and has not relied on any representation or warranty concerning theSubleased Premises or the Buildings, except as expressly set forth in thisSublease. Subtenant acknowledges that Sublandlord has afforded Subtenant theopportunity for full and complete investigations, examinations and inspectionsof the Subleased Premises and the common areas of the Buildings. Subtenantacknowledges that it is not authorized to make or do any alterations orimprovements in or to the Subleased Premises except as permitted by theprovisions of this Sublease and the Master Lease and that upon expiration ortermination of this Sublease, Subtenant shall deliver the Subleased Premises toSublandlord in the condition received, ordinary wear and tear excepted, withany alterations made in accordance with the terms of this Sublease and theMaster Lease.

 

13.2         Subtenantshall have the right, for a period of thirty (30) days after the EffectiveDate, to inspect the Subleased Premises and notify Sublandlord in writing ofany repairs required to cause the systems serving the Subleased Premises to bein good working condition. Sublandlord agrees to promptly repair any suchsystems which require repairs as reasonably determined by Sublandlord andSubtenant, but only if the obligation to maintain such systems areSublandlord’s responsibility pursuant to the terms of the Master Lease.

 

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13.3         Sublandlordhereby represents and warrants that, to the actual knowledge of Sublandlord, asof the Effective Date, the Subleased Premises are in full and completecompliance with the requirements of the Master Lease.

 

14.           Parking.  During the Term hereof Subtenant and itsemployees shall be permitted to use one hundred percent (100%) of the on-siteparking spaces allocated to Sublandlord in the Master Lease.

 

15.           Personal Property:  Sublandlord shall sell to Subtenant all ofSublandlord’s work station cubicles in the Building, plus one work stationchair per cubicle, for a price of $1,100.00 for each cubicle and chaircombination, by means of a bill of sale in the form attached hereto as ExhibitB.

 

16.           Notices:  Any notice by either party to the otherrequired, permitted or provided for herein shall be valid only if in writingand shall be deemed to be duly given only if (a) delivered personally, or (b)sent by means of Federal Express, UPS Next Day Air or another reputable expressmail delivery service guaranteeing next day delivery, or (c) sent by UnitedStates Certified or registered mail, return receipt requested, addressed (i) ifto Sublandlord, at the following addresses:

 
|                                                   |   | Yahoo! Inc.                                            |
|--------------------------------------------------------|--------|--------------------------------------------------------|
|                                                   |   | 701 First Avenue                                       |
|                                                   |   | Mail Stop A101                                         |
|                                                   |   | Sunnyvale, CA 94089                                    |
|                                                   |   | Attn:  Kevin Gerrity, Facilities Director    |
|                                                   |   |                                                   |
| With a copy to:                                        |   | Shartsis, Friese & Ginsburg LLP                    |
|                                                   |   | One Maritime Plaza, 18th Floor                         |
|                                                   |   | San Francisco, California 94111                        |
|                                                   |   | Attn:  Mary Kay Kennedy                      |
|                                                   |   |                                                   |
| And (ii) if the Subtenant, at the following addresses: |
|                                                   |   |                                                   |
|                                                   |   | Oak Technology, Inc.                                   |
|                                                   |   | 139 Kifer Court                                        |
|                                                   |   | Sunnyvale, CA 94086                                    |
|                                                   |   | Attn:  David J. Power, Esq., General Counsel |
|                                                   |   |                                                   |
| With a copy to:                                        |   | Tomlinson Zisko Morosoli & Maser LLP               |
|                                                   |   | 200 Page Mill Road                                     |
|                                                   |   | Palo Alto, California 94036                            |
|                                                   |   | Attn:  Cynthia M. Loe, Esq.                  |
|                                                   |   |                                                   |

or at such other address for either party as that party may designateby notice to the other. A notice shall be deemed given and effective, ifdelivered personally, upon hand delivery thereof (unless such delivery takesplace after hours or on a holiday or weekend, in which event the notice shallbe deemed given on the next succeeding business day), if sent via overnightcourier,

 

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on the business day next succeeding delivery to the courier, and ifmailed by United States certified or registered mail, three (3) business daysfollowing such mailing in accordance with this Section.

 

17.           Brokers.   Subtenant represents that it has dealt directly with and only withCornish & Carey Oncor International as a broker in connection with thisSublease. Sublandlord represents that it has dealt directly with and only withCRESA Partners as a broker in connection with this Sublease. Each partyrepresents and warrants that it has not dealt with or taken any other actionwith any other party in a manner so as to give rise to any valid claim againsteither party for a broker’s commission or finder’s fee in connection with theexecution of this Sublease. Each of the parties will indemnify the other fromand against all liabilities from any other claims for broker’s commissions orfinder’s fees arising out of its breach of the foregoing representation andwarranty. Subtenant and Sublandlord agree that Cornish & Carey OncorInternational and CRESA Partners shall be paid commissions in connection withthis Sublease by Sublandlord.

 

18.           Complete Agreement.   There are no representations, warranties, agreements, arrangementsor understandings, oral or written, between the parties or theirrepresentatives relating to the subject matter of this Sublease which are notfully expressed in this Sublease.  ThisSublease cannot be changed or terminated nor may any of its provisions bewaived orally or in any manner other than by a written agreement executed byboth parties.

 

19.           Interpretation.   This Sublease shall be governed by and construed in accordancewith the laws of the State of California. If any provision of this Sublease orthe application thereof to any person or circumstance shall, for any reason andto any extent, be invalid or unenforceable, the remainder of this Sublease andthe application of that provision to other persons or circumstances shall notbe affected but rather shall be enforced to the extent permitted by law. Thetable of contents, captions, headings and titles, if any, in this Sublease aresolely for convenience of reference and shall not affect its interpretation.  This Sublease shall be construed withoutregard to any presumption or other rule requiring construction against theparty causing this Sublease or any part thereof to be drafted. If any words orphrases in this Sublease shall have been stricken out or otherwise eliminated,whether or not any other words or phrases have been added, this Sublease shallbe construed as if the words or phrases so stricken out or otherwise eliminatedwere never included in this Sublease and no implication or inference shall bedrawn from the fact that said words or phrases were so stricken out orotherwise eliminated. All terms and words used in this Sublease, regardless ofthe number or gender in which they are used, shall be deemed to include anyother number and any other gender as the context may require. The word “person”as used in this Sublease shall mean a natural person or persons, a partnership,a corporation or any other form of business or legal association or entity.

 

20.           Counterparts.   This Sublease may be executed in separate counterparts, each ofwhich shall constitute an original and all of which together shall constituteone and the same instrument.

 

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IN WITNESSWHEREOF, the parties hereto hereby execute this Sublease as of the day and yearfirst above written.

 
|   | SUBLANDLORD:             |   |
|--------|--------------------------|--------|
|   |                     |
|   | **Yahoo! Inc.**          |
|   |                     |
|   | By:                      |   |
|   | Print Name:              |   |
|   | Title:                   |   |
|   |                     |
|   | SUBTENANT:               |   |
|   |                     |
|   | **Oak Technology, Inc.** |
|   |                     |
|   | By:                      |   |
|   | Print Name:              |   |
|   | Title:                   |   |
|   |                     |
|   | By:                      |   |
|   | Print Name:              |   |
|   | Title:                   |   |
|        |                          |        |  |  |  |  |  |  |  |

 

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