Q1 2001 10Q Exh10_??




LEASE

BY AND BETWEEN

Drawbridge/Forbes, LLC,

                  a California limited liability company

as Landlord

and

Cell Genesys, Inc.,

                  a Delaware corporation

as Tenant

March 3, 2001

LEASE

This Lease, dated March 3, 2001 for reference purposes
only, is made by and between Drawbridge/Forbes, LLC, a California limited
liability company ("Landlord") and Cell Genesys, Inc., a Delaware
corporation ("Tenant"), to be effective and binding upon the parties as of the
date the last of the designated signatories to this Lease shall have executed
this Lease (the "Effective Date of this Lease").

A. Landlord's predecessor-in-interest, as buyer, and
PSINET Realty, Inc. ("PSI"), as seller, are parties to that certain Real
Property Purchase and Sale Agreement dated as of December 21, 2000, as amended
(the "Purchase Agreement"), pursuant to which Landlord expects to acquire the
fee interest in the Property from PSI on or before March 9, 2001;

B. The parties intend that this Lease shall be
effective and binding on the parties as of the Effective Date of the Lease;
provided, however, because Landlord does not currently own fee title to
the Property, each of Landlord's and Tenant's rights and obligations hereunder
shall be conditioned upon the close of escrow under the Purchase Agreement
occurring no later than March 9, 2001.


ARTICLE 1



REFERENCE



	References. All references in
this Lease (subject to any further clarifications contained in this Lease) to
the following terms shall have the following meaning or refer to the respective
address, person, date, time period, amount, percentage, calendar year or fiscal
year as below set forth:

	
Tenant's Address for Notice: 
	
342 Lakeside Drive 

	
 
	
Foster City, CA 94404

	
	
Attention: Chief Financial Officer 

	
 
	
After the Rent Commencement
Date:

	
 
	
At the Leased Premises

	
Tenant's Representative:
	
Richard Campbell or such other person as Tenant
shall appoint by written notice to Landlord

	
Phone Number:
	
(650) 425-4409

	
Landlord's Address for Notices: 
	
20 La Ferrera Terrace, San Francisco, California
94133

	
Landlord's Representative: 
	
Mark Whiting

	
Phone Number:
	
(415) 391-4410

	
Lease Commencement Date: 
	
The date Landlord actually delivers the Building
Shells in accordance with Paragraph 2.4 below.

	
Rent Commencement Date:
	
Five (5) months after the date the Leased
Premises are Substantially Completed (as defined in the Work Letter), subject to
adjustment for Tenant Delay as set forth in the Work Letter.

	
Lease Expiration Date:
	
Fifteen (15) years from the Rent Commencement
Date, unless earlier terminated by Landlord in accordance with the terms of this
Lease, or extended by Tenant pursuant to Article 15.

	
Options to Renew:
	
Two (2) option(s) to renew, each for a term of
five (5) years.

	
Option to Purchase:
	
Options to purchase, to be exercised, if at all,
in strict accordance with the provisions of Paragraph 17 of this
Lease.

	
Right of First Refusal to Purchase:
	
One (1) right of first refusal to purchase, to
be exercised, if at all, in strict accordance with the provisions of Paragraph
18 of this Lease.

	
First Month's Prepaid Base Rent:
	
$469,700 (subject to adjustment in accordance
with the paragraph entitled "Leased Premises" below in this Article 1, and
subject to adjustment in accordance with Paragraph 17.3 below).

	
Tenant's Security Deposit: 
	
$1,878,800 (calculated based on the first 4
months' Base Monthly Rent and subject to adjustment in accordance with the
paragraph entitled "Leased Premises" below in this Article 1, and subject to
adjustment in accordance with Paragraph 17.3(d) below), plus
"Construction Security" equal to $3,850,000 (calculated based on $25 times the
rentable square footage of the Buildings and subject to adjustment in accordance
with the paragraph entitled "Leased Premises" below in this Article 1). The
Construction Security is intended to secure Tenant's obligation to complete the
Minimum Tenant Improvements (as defined in the Work Letter) in accordance with
this Lease and the Work Letter. The term "Work Letter" is defined in Paragraph
2.4 below. 

	
Late Charge Amount:
	
Five Percent (5%) of the delinquent Base Monthly
Rent, Additional Rent, or other sum payable by Tenant under this
Lease

	
Tenant's Required Liability Coverage:
	
$5,000,000 Combined Single Limit

	
Tenant's Broker(s):
	
CRESA Partners. Tenant acknowledges that
Mark Pearson, one of the principals of Landlord, has, in his capacity as a
broker at CRESA Partners, also been representing Tenant as Tenant's broker. Due
to the conflict of interest resulting from the foregoing, Mark Pearson has asked
Tenant to independently verify the feasibility of leasing the Leased Premises
pursuant to this Lease, and to conduct its own, separate investigation as to
market conditions so as to satisfy itself as to whether this Lease reflects fair
market terms. Tenant represents and warrants to Landlord for the benefit of
Landlord, Cooper Brady Partnership d/b/a CRESA Partners, and Mark Pearson, that
Tenant has conducted such independent verification and separate
investigation.

	
Property: 
	
That certain real property situated in the City
of South San Francisco (the "City"), County of San Mateo, State of California,
which real property (but not the Existing Building, defined below) is shown on
the Site Plan attached hereto as Exhibit A (the "Site Plan"), is
located on Assessor's Parcel No. 015-210-140, and is commonly known as or
otherwise described as follows: 500 Forbes Boulevard, South San Francisco,
California. The Property is presently improved with one building (the "Existing
Building"). Landlord and Tenant intend that the Existing Building will be
demolished and the Buildings (as defined in the next paragraph) will be
constructed, all in accordance with the terms of this Lease.

	
Buildings:
	
Those two 2-story buildings and one 2-story
entry lobby to be constructed on the Property in accordance with the terms of
the Work Letter attached as Exhibit B and in which the Leased Premises
will be located (collectively, the "Buildings").

	
Outside Areas:
	
The "Outside Areas" shall mean all areas within
Assessor's Parcel No. 015-210-140 which are located outside the Buildings, such
as pedestrian walkways, parking areas, landscaped areas, open areas and enclosed
trash disposal areas.

	
Leased Premises:  
	
The Leased Premises shall include the Property,
the Buildings, all of the interior and exterior portions of the Buildings and
all Outside Areas. The rentable square footage of the Leased Premises
(collectively, "Rentable Square Feet" and individually, each a "Rentable Square
Foot") shall be measured from the outside wall surface of each exterior wall of
the Buildings, including but not limited to stairwells, elevator banks,
connecting walkways, entry lobbies, and atriums (the "Measurement Method").
Prior to the Rent Commencement Date, cause the Architect (as defined in the Work
Letter) to Monthly Rent and all other amounts in this Lease which are based on
the Rentable Square Feet of the Leased Premises shall be appropriately adjusted.
measure the Rentable Square Feet in the Leased Premises using the Measurement
Method, and Landlord and Tenant agree and stipulate that the Leased Premises
will be deemed to contain the number of square feet resulting from such
measurement, absent manifest error, but subject to adjustment in accordance with
Paragraph 17.3 below. It is anticipated that the Rentable Square Feet shall be
approximately 154,000. If the actual measurement using the Measurement Method
differs from 154,000, Base Monthly Rent and all other amounts in this Lease
which are based on the Rentable Square Feet of the Leased Premises shall be
appropriately adjusted.

	
Tenant's Expense Share:
	
The term "Tenant's Expense Share" shall mean the
percentage obtained by dividing the Rentable Square Feet of the Leased Premises
at the time of calculation by the rentable square footage (calculated using the
Measurement Method) of all buildings located on the Property at the time of
calculation. Such percentage is currently 100%.

	
Base Monthly Rent: 
	
The term "Base Monthly Rent" shall mean the
following:

	
 
	
Period (commencing on the Rent Commencement
Date)
	
Rent

	
 
	
Months 1-12 
	
$3.05 per Rentable Square Foot

	
 
	
On the anniversary of the Rent Commencement Date
and on each anniversary thereafter (during the initial Lease Term, Base Monthly
Rent shall be increased by 3.5% per annum compounded annually.

	
Permitted Use:  
	
For purposes of this Lease, the "Permitted Use"
shall be biotechnology research and development facility or such other uses as
Landlord shall approve, which approval shall not be unreasonably withheld;
provided, however, Landlord and Tenant expressly acknowledge that the use
currently permitted by the City is as a telecommunications facility and that any
use by Tenant for the Permitted Use shall be subject to City approval as set
forth in Paragraph 17.3(a) below.

	
Exhibits: 
	
The term "Exhibits" shall mean the Exhibits of
this Lease which are described as follows:

	
 
	
Exhibit A - Site Plan showing the
Property and delineating the Buildings in which the Leased Premises are
located.

	
 
	
Exhibit B - Work Letter

	
 
	
Exhibit B-1 - List Approved
Contractors

	
 
	
Exhibit B-2 - Shell
Specifications

	
 
	
Exhibit B-3 - Site Plan

	
 
	
Exhibit C - Form of Letter of
Credit

	
 
	
Exhibit D - Form of Tenant Estoppel
Certificate

	
 
	
Exhibit E - Purchase Terms

	
 
	
Exhibit E-1 - Form of Notice of Exercise
of Purchase Option

	
 
	
Exhibit F - Form of Lien
Waiver

	
 
	
Exhibit G- Form of Subordination
Agreement

	
 
	
Exhibit H - Form of Memorandum of
Lease

	
 
	
Exhibit I - Form of Termination of
Purchase Option

	
 
	
Exhibit J - Form of Termination of
ROFR

	
 
	
Schedule 1 - Removable and Nonremovable
Tenant Improvements




ARTICLE 2



Leased Premises,
Term And Possession



	Demise Of Leased
Premises. Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord for Tenant's own use in the conduct of Tenant's
business, for the Lease Term and upon the terms and subject to the conditions of
this Lease, that certain interior space described in Article 1 as the Leased
Premises, reserving and excepting to Landlord the right to fifty percent (50%)
of all assignment consideration and excess rentals as provided in Article 7
below. Tenant shall continuously comply with (i) all the terms and conditions of
this Lease, (ii) all Laws and Private Restrictions governing the use or
occupancy of the Leased Premises and the Property, (iii) all easements and other
matters now of public record (or permitted by the terms of this Lease to be
placed of record hereafter) respecting the use of the Leased Premises and
Property, and (iv) all reasonable rules and regulations from time to time
established by Landlord (to the extent permitted by the terms of this Lease to
be established by Landlord).


	[intentionally
deleted]. 


	Lease Commencement
Date And Lease Term. The term of this Lease shall begin,
and the Lease Commencement Date shall be deemed to have occurred, on the Lease
Commencement Date set forth in Article 1. The term of this Lease shall in all
events end on the Lease Expiration Date (as set forth in Article 1, as the same
may be extended pursuant to Article 15 below). The Lease Term shall be that
period of time commencing on the Lease Commencement Date and ending on the Lease
Expiration Date (the "Lease Term").


	Delivery Of
Possession. Landlord shall provide Tenant with access to
the Building Shells for commencement of the Tenant Improvements (as defined in
the Work Letter) as soon as reasonably practicable after the Building Shells are
in a weatherproof shell condition. The date of delivery shall be the Lease
Commencement Date. Tenant acknowledges that Landlord's Work shall be continuing
during Tenant's construction of the Tenant Improvements and agrees that Tenant
shall not unreasonably interfere with Landlord's completion of Landlord's Work.



	Construction of
Improvement Work; Completion. Landlord shall construct
and complete Landlord's Work and Tenant shall construct and complete the Tenant
Improvements in accordance with the terms of the Work Letter. Tenant shall be
responsible for ensuring that the Tenant Improvements (as defined in the Work
Letter) constructed in the Buildings comply with all Laws, and Landlord shall
have no responsibility therefor. In the event the Landlord's Work is not
Substantially Completed by the earlier of (the "Outside Completion Date"): (a)
February 15, 2003, or (b) twelve (12) months after issuance of a building permit
for the Project, then Tenant, at its election, may terminate this Lease upon
giving written notice to Landlord within ten (10) days thereafter; provided that
the Outside Completion Date shall be extended by the period of time that such
date is delayed due to a Tenant Delay or Force Majeure (provided that any
extension for Force Maejure shall not extend the Outside Completion Date beyond
August 15, 2003). In the event of any termination by Tenant under this Paragraph
2.5, all amounts previously deposited by Tenant with Landlord (less any portion
of the Security Deposit properly applied by Landlord) shall be returned to
Tenant within fifteen (15) days after such termination. Failure to give such
notice in writing within any specified then (10) day time period constitutes an
irrevocable waiver of the applicable rights to terminate under this Paragraph
2.5. In the event of any of the forgoing, Tenant's sole remedy shall be to
terminate this Lease, and in no event shall Landlord be liable in damages to
Tenant for such delay. Tenant may not terminate this Lease at any time after the
date Landlord notifies Tenant that the Building Shells are Substantially
Completed and are available for delivery to Tenant, unless Landlord's notice is
not given in good faith. The foregoing shall not preclude Tenant from exercising
the Purchase Option pursuant to Article 17 below, provided that the conditions
to Tenant's right to exercise such Purchase Option have been satisfied or waived
in writing by Landlord. 


	Surrender Of
Possession. 



	Subject to subparagraph 2.6(b) below, immediately prior
to the expiration or upon the sooner termination of this Lease, Tenant shall
remove all of Tenant's signs from the exterior of the Buildings and shall remove
all of the Removable Tenant Improvements (as defined in Schedule 1
attached hereto), Specialized Tenant Improvements (as defined in the Work
Letter), Tenant's equipment, trade fixtures, furniture, supplies, wall
decorations and other personal property from within the Leased Premises, and
shall vacate and surrender the Leased Premises and the Property to Landlord in
the same condition, broom clean, as existed at the date Tenant first occupied
the Leased Premises for conduct of its business, reasonable wear and tear, and
casualty and condemnation (which are covered by Articles 10 and 11 hereof)
excepted. Tenant shall repair all damage to the Leased Premises caused by
Tenant's removal of Tenant's property. Tenant shall patch and refinish, to
Landlord's reasonable satisfaction, all penetrations made by Tenant or its
employees to the floor, walls or ceiling of the Leased Premises, whether such
penetrations were made with Landlord's approval or not. Tenant shall repair or
replace all stained or damaged ceiling tiles, wall coverings and floor coverings
to the reasonable satisfaction of Landlord. Tenant shall repair all damage
caused by Tenant to the exterior surface of the Buildings and the paved surfaces
of the Outside Areas and, where necessary, replace or resurface same.
Additionally, to the extent that Landlord shall have notified or is deemed to
have notified Tenant in writing at the time the improvements were completed that
it desired to have certain improvements made by Tenant or at the request of
Tenant removed at the expiration or sooner termination of the Lease, Tenant
shall, upon the expiration or sooner termination of the Lease, remove any such
improvements constructed or installed by Landlord or Tenant and repair all
damage caused by such removal. If the Leased Premises and the Property are not
surrendered to Landlord in the condition required by this paragraph at the
expiration or sooner termination of this Lease, Landlord may, at Tenant's
expense, so remove Tenant's signs, property and/or improvements not so removed
and make such repairs and replacements not so made or hire, at Tenant's expense,
independent contractors to perform such work. Tenant shall be liable to Landlord
for all costs incurred by Landlord in returning the Leased Premises and the
Property to the required condition, together with interest on all costs so
incurred from the date paid by Landlord at the then maximum rate of interest not
prohibited or made usurious by law until paid. Tenant shall pay to Landlord the
amount of all costs so incurred plus such interest thereon, within ten (10) days
of Landlord's billing Tenant for same. Tenant shall indemnify Landlord against
loss or liability resulting from delay by Tenant in surrendering the Leased
Premises, including, without limitation, any claims made by any succeeding
Tenant or any losses to Landlord with respect to lost opportunities to lease to
succeeding tenants. In the event this Lease terminates prior to the full 15 year
four month term for any reason other than a default by Tenant (for example, if
the Lease is terminated by Landlord or Tenant in accordance with Articles 10 or
11), then Tenant shall be permitted a period of sixty (60) days from the date of
such termination to comply with the terms of this Paragraph 2.6.


	Notwithstanding subparagraph 2.6(a) above, Tenant shall
not be required or permitted to remove (1) Existing Hazardous Materials or
Landlord's Post Commencement Hazardous Materials (as defined in Paragraph 4.1l
below) or (2) Landlord's Improvements (as such term is defined and illustrated
on Schedule 1 attached hereto), provided that Landlord may require Tenant
to remove any improvements that contain Hazardous Materials other than Existing
Hazardous Materials or Landlord's Post Commencement Hazardous Materials (as
defined in Paragraph 4.11 below), or that were not constructed or attached in
compliance with all Laws and Private Restrictions.

ARTICLE 3



Rent, Late
Charges And Security Deposits



	Base Monthly
Rent. Commencing on the Rent Commencement Date and
continuing throughout the Lease Term, Tenant shall pay to Landlord, without
prior demand therefor, in advance on the first day of each calendar month, the
amount set forth as "Base Monthly Rent" in Article 1 (the "Base Monthly
Rent").


	Additional
Rent. Commencing on the Lease Commencement Date (as
determined pursuant to Paragraph 2.3 above) and continuing throughout the Lease
Term, in addition to the Base Monthly Rent and to the extent not required by
Landlord to be contracted for and paid directly by Tenant, Tenant shall pay to
Landlord as additional rent (the "Additional Rent") the following
amounts:



	An amount equal to all Property Operating Expenses (as
defined in Article 13) incurred by Landlord. Payment shall be made by whichever
of the following methods (or combination of methods) is (are) from time to time
designated by Landlord



	Landlord may forward invoices or bills for such expenses
to Tenant, and Tenant shall, no later than ten (10) days prior to the due date,
pay such invoices or bills and deliver satisfactory evidence of such payment to
Landlord, and/or


	Landlord may bill to Tenant, on a periodic basis not more
frequently than monthly, the amount of such expenses (or group of expenses) as
paid or incurred by Landlord, and Tenant shall pay to Landlord the amount of
such expenses within ten days after receipt of a written bill therefor from
Landlord, and/or


	Landlord may deliver to Tenant Landlord's reasonable
estimate of any given expense (such as Landlord's Insurance Costs or Real
Property Taxes), or group of expenses, which it anticipates will be paid or
incurred for the ensuing calendar or fiscal year, as Landlord may determine, and
Tenant shall pay to Landlord an amount equal to the estimated amount of such
expenses for such year in equal monthly installments during such year with the
installments of Base Monthly Rent.

Landlord reserves the right to change from time to time the
methods of billing Tenant for any given expense or group of expenses or the
periodic basis on which such expenses are billed. Notwithstanding anything to
the contrary contained in this Paragraph 3.2(a), in the event Tenant achieves an
investment grade rating of BBB- or better from Standard & Poor's or the
equivalent Moody's rating, Landlord shall only use method (i) above except if
any Lender requires that any portion of Property Operating Expenses be
impounded, in which case Landlord shall have the right to use such method. 


	Landlord's share of the consideration received by Tenant
upon certain assignments and sublettings as required by Article 7.


	Any legal fees and costs that Tenant is obligated to pay
or reimburse to Landlord pursuant to Article 13; and


	Any other charges or reimbursements due Landlord from
Tenant pursuant to the terms of this Lease.

Notwithstanding the foregoing, Landlord may elect by written
notice to Tenant to have Tenant pay Real Property Taxes or any portion thereof
directly to the applicable taxing authority, in which case Tenant shall make
such payments and deliver satisfactory evidence of payment to Landlord no later
than ten (10) days before such Real Property Taxes become delinquent.


	Year-End
Adjustments. If Landlord shall have elected to bill
Tenant for the Property Operating Expenses (or any group of such expenses) on an
estimated basis in accordance with the provisions of Paragraph 3.2(a)(iii)
above, Landlord shall furnish to Tenant within three months following the end of
the applicable calendar or fiscal year, as the case may be, a statement setting
forth (i) the amount of such expenses paid or incurred during the just
ended calendar or fiscal year, as appropriate, and (ii) the amount that Tenant
has paid to Landlord for credit against such expenses for such period. If Tenant
shall have paid more than its obligation for such expenses for the stated
period, Landlord shall, at its election, either (i) credit the amount of such
overpayment toward the next ensuing payment or payments of Additional Rent that
would otherwise be due or (ii) refund in cash to Tenant the amount of such
overpayment. If such year-end statement shall show that Tenant did not pay its
obligation for such expenses in full, then Tenant shall pay to Landlord the
amount of such underpayment within ten days from Landlord's billing of same to
Tenant. The provisions of this Paragraph shall survive the expiration or sooner
termination of this Lease.


	Late Charge, And
Interest On Rent In Default. Tenant acknowledges that
the late payment by Tenant of any monthly installment of Base Monthly Rent or
any Additional Rent will cause Landlord to incur certain costs and expenses not
contemplated under this Lease, the exact amounts of which are extremely
difficult or impractical to fix. Such costs and expenses will include without
limitation, administration and collection costs and processing and accounting
expenses. Therefore, if any installment of Base Monthly Rent is not received by
Landlord from Tenant within five (5) calendar days after the same becomes due,
Tenant shall immediately pay to Landlord a late charge in an amount equal to the
amount set forth in Article 1 as the "Late Charge Amount," and if any Additional
Rent is not received by Landlord when the same becomes due, Tenant shall
immediately pay to Landlord a late charge in an amount equal to 5% of the
Additional Rent not so paid provided, however, that once but only once in any
twelve (12) month period during the Lease Term, Tenant shall be entitled to
written notice of non-receipt of Base Monthly Rent or Additional Rent from
Landlord, and Tenant shall not be liable for any Late Charge Amount or other
late charge hereunder if such installment of Base Monthly Rent or Additional
Rent is received by Landlord within five (5) days after Tenant's receipt of such
notice from Landlord. Landlord and Tenant agree that this late charge represents
a reasonable estimate of such costs and expenses and is fair compensation to
Landlord for the anticipated loss Landlord would suffer by reason of Tenant's
failure to make timely payment. In no event shall this provision for a late
charge be deemed to grant to Tenant a grace period or extension of time within
which to pay any rental installment or prevent Landlord from exercising any
right or remedy available to Landlord upon Tenant's failure to pay each rental
installment due under this Lease when due, including the right to terminate this
Lease. If any rent remains delinquent for a period in excess of five (5)
calendar days, then, in addition to such late charge, Tenant shall pay to
Landlord interest on any rent that is not so paid from said tenth day at the
then maximum rate of interest not prohibited or made usurious by Law until
paid.


	Payment Of
Rent. Except as specifically provided otherwise in this
Lease, all rent shall be paid in lawful money of the United States, without any
abatement, reduction or offset for any reason whatsoever, to Landlord at such
address as Landlord may designate from time to time. Tenant's obligation to pay
Base Monthly Rent and all Additional Rent shall be appropriately prorated at the
commencement and expiration of the Lease Term. The failure by Tenant to pay any
Additional Rent as required pursuant to this Lease when due shall be treated the
same as a failure by Tenant to pay Base Monthly Rent when due, and Landlord
shall have the same rights and remedies against Tenant as Landlord would have
had Tenant failed to pay the Base Monthly Rent when due.


	Prepaid
Rent. Tenant shall, within 5 business days following
execution of this Lease, pay to Landlord the amount set forth in Article 1 as
"First Month's Prepaid Rent" as prepayment of rent for credit against the first
payment of Base Monthly Rent due hereunder.


	Security
Deposit. 



	Within five (5) business days after receipt of notice
from Landlord that Landlord has received from the City approval to permit the
Leased Premises to be used as a biotechnology research and development facility,
Tenant shall deposit with Landlord the amount set forth in Article 1 as the
"Security Deposit" as security for the performance by Tenant of the terms of
this Lease (including, without limitation, the Work Letter) to be performed by
Tenant, and not as prepayment of rent. Provided Tenant is not then in monetary
default under this Lease, that portion of the Security Deposit set forth in
Article 1 designated as the "Construction Security" shall be reduced dollar for
dollar (but in no event more than $25 per square foot for the applicable space
under construction) by the amount actually paid by Tenant for construction of
the Tenant Improvements and (1) if the Construction Security is cash, Landlord
shall refund the amount of the reduction to Tenant on a monthly basis, or (2) if
the Construction Security is a Letter of Credit, Tenant may substitute a letter
of credit in the reduced amount no more often than once per month. Provided
Tenant is not then in monetary default under this Lease, then upon completion of
the Tenant Improvements for the entire Leased Premises in accordance with
Section 4 of the Work Letter, the entire amount of the Construction Security
(whether cash or letter of credit) shall be returned to Tenant.


	Tenant hereby grants to Landlord a security interest in
the Security Deposit, including but not limited to replenishments thereof.
Landlord may apply such portion or portions of the Security Deposit as are
reasonably necessary for the following purposes: (i) to remedy any default by
Tenant in the payment of Base Monthly Rent or Additional Rent or a late charge
or interest on defaulted rent, or any other monetary payment obligation of
Tenant under this Lease; (ii) to repair damage to the Leased Premises, the
Buildings or the Outside Areas caused or permitted to occur by Tenant;
(iii) to clean and restore and repair the Leased Premises, the Buildings or
the Outside Areas following their surrender to Landlord if not surrendered in
the condition required pursuant to the provisions of Article 2, and (iv) to
remedy any other default of Tenant to the extent permitted by Law including,
without limitation, paying in full on Tenant's behalf any sums claimed by
materialmen or contractors of Tenant to be owing to them by Tenant for work done
or improvements made at Tenant's request to the Leased Premises. In this regard,
Tenant hereby waives any restriction on the uses to which the Security Deposit
may be applied as contained in Section 1950.7(c) of the California Civil Code
and/or any successor statute. In the event the Security Deposit or any portion
thereof is so used, Tenant shall pay to Landlord, promptly upon demand, an
amount in cash sufficient to restore the Security Deposit to the full original
sum. Landlord shall not be deemed a trustee of the Security Deposit. Landlord
may use the Security Deposit in Landlord's ordinary business and shall not be
required to segregate it from Landlord's general accounts. Tenant shall not be
entitled to any interest on the Security Deposit. If Landlord transfers the
Buildings or the Property during the Lease Term, Landlord may pay the Security
Deposit to any subsequent owner in conformity with the provisions of Section
1950.7 of the California Civil Code and/or any successor statute, in which event
the transferring landlord shall be released from all liability for the return of
the Security Deposit. Tenant specifically grants to Landlord (and Tenant hereby
waives the provisions of California Civil Code Section 1950.7 to the contrary) a
period of ninety days following a surrender of the Leased Premises by Tenant to
Landlord within which to inspect the Leased Premises, make required restorations
and repairs, receive and verify workmen's billings therefor, and prepare a final
accounting with respect to the Security Deposit. In no event shall the Security
Deposit or any portion thereof, be considered prepaid rent.


	Notwithstanding the foregoing, Tenant may deliver to
Landlord a clean, unconditional, irrevocable, transferable letter of credit in
lieu of cash for the Security Deposit (but with a separate clean, unconditional,
irrevocable, transferable letter of credit for the Construction Security portion
of the Security Deposit) (each, a "Letter of Credit") in form satisfactory to
Landlord in its sole discretion, and issued by Wells Fargo Bank, Bank of
America, or any other financial institution satisfactory to Landlord in its
reasonable discretion ("Issuer"), substantially in the form attached as
Exhibit C. The Letter of Credit shall permit partial draws, and
provide that draws thereunder will be honored upon presentation by Landlord. The
Letter of Credit shall have an expiration period of one (1) year but shall
automatically renew by its terms unless affirmatively cancelled by either Issuer
or Tenant, in which case Issuer must provide Landlord 30 days' prior written
notice of such expiration or cancellation. If the Letter of Credit in effect
during the final year of the Lease Term does not by its terms remain in effect
until six (6) months after the Lease Expiration Date, Landlord may draw such
Letter of Credit at any time during the thirty (30) days prior to the Lease
Expiration date and hold and/or use such drawn proceeds for a period of ninety
days following a surrender of the Leased Premises by Tenant. Any amount drawn
under the Letter of Credit shall be held or used by Landlord in accordance with
this Paragraph 3.7. If the Tenant fails to renew or replace the Letter of Credit
as required under this Lease at least thirty (30) days before its stated
expiration date, Landlord may draw upon the entire amount of the Letter of
Credit. The Letter of Credit shall be assignable to Landlord's lender. No fees
applicable to the Letter of Credit shall be charged to Landlord.


	On the condition that Tenant timely performs its
obligations secured by the Letter of Credit constituting the Construction
Security (the "Construction L/C"), Landlord shall pay the initial one percent
fee charged by the Issuer for establishment of the Construction L/C, and shall
pay such fee annually during the period such Construction L/C is maintained;
provided, however, that if Landlord becomes entitled to draw on such
Construction L/C at any time, then the total amount of all such fees theretofore
or thereafter paid by Landlord shall be promptly reimbursed by Tenant to
Landlord upon demand.

ARTICLE 4



Use Of Leased
Premises And Outside Area



	Permitted
Use. Tenant shall be entitled to use the Leased Premises
solely for the "Permitted Use" as set forth in Article 1 and for no other
purpose whatsoever. Tenant shall have the right to vacate the Leased Premises at
any time during the Lease Term, provided Tenant maintains the Leased Premises in
the same condition as if fully occupied and as otherwise required by the terms
of this Lease. Tenant shall have the right to use the Outside Areas in
conjunction with its Permitted Use solely for the purposes for which they were
designed and intended and for no other purposes whatsoever.


	General
Limitations On Use. Tenant shall not do or permit
anything to be done in or about the Leased Premises, the Buildings, the Outside
Areas or the Property which does or could (i) jeopardize the structural
integrity of the Buildings or (ii) cause damage to any part of the Leased
Premises or the Property. Tenant shall not operate any equipment within the
Leased Premises which does or could (i) injure, vibrate or shake the Leased
Premises, (ii) damage, overload or impair the efficient operation of any
electrical, plumbing, heating, ventilating or air conditioning systems within or
servicing the Leased Premises or the Buildings, or (iii) damage or impair the
efficient operation of the sprinkler system (if any) within or servicing the
Leased Premises or the Buildings. Tenant shall not place any loads upon the
floors, walls, ceiling or roof systems which could endanger the structural
integrity of the Buildings or damage its floors, foundations or supporting
structural components. Tenant shall not place any explosive, flammable or
harmful fluids or other waste materials in the drainage systems of the Leased
Premises or the Property. Tenant shall not drain or discharge any fluids in the
landscaped areas or across the paved areas of the Property. Tenant shall not use
any of the Outside Areas for the storage of its materials, supplies, inventory
or equipment and all such materials, supplies, inventory or equipment shall at
all times be stored within the Buildings. Tenant shall not commit nor permit to
be committed any waste in or about the Leased Premises or the Property. Tenant
shall comply with the provisions of Paragraph 6.1 in its use of the
Property.


	Noise And
Emissions. All noise generated by Tenant in its use of
the Leased Premises shall be confined or muffled so that it does not interfere
with the businesses of or unreasonably annoy the occupants and/or users of
adjacent properties. All dust, fumes, odors and other emissions generated by
Tenant's use of the Leased Premises shall be sufficiently dissipated in
accordance with sound environmental practice and exhausted from the Leased
Premises in such a manner so as not to interfere with the businesses of or
unreasonably annoy the occupants and/or users of adjacent properties, or cause
any damage to the Leased Premises, the Buildings, the Outside Areas or the
Property or any component part thereof or the property of adjacent property
owners.


	Trash
Disposal. Tenant shall provide trash bins or other
adequate garbage disposal facilities within the trash enclosure areas provided
or permitted by Landlord outside the Leased Premises sufficient for the interim
disposal of all of its trash, garbage and waste. All such trash, garbage and
waste temporarily stored in such areas shall be stored in such a manner so that
it is not visible from outside of such areas, and Tenant shall cause such trash,
garbage and waste to be regularly removed from the Property. Tenant shall keep
the Leased Premises and the Outside Areas in a clean, safe and neat condition
free and clear of all of Tenant's trash, garbage, waste and/or boxes, pallets
and containers containing same at all times. 


	Parking. Tenant shall not, at any
time, park or permit to be parked any recreational vehicles, inoperative
vehicles or equipment in the Outside Areas or on any portion of the Property.
Tenant agrees to assume responsibility for compliance by its employees and
invitees with the parking provisions contained herein. If Tenant or its
employees park any vehicle within the Property in violation of these provisions,
then Landlord may, upon prior written notice to Tenant giving Tenant one (1) day
(or any applicable statutory notice period, if longer than one (1) day) to
remove such vehicle(s), in addition to any other remedies Landlord may have
under this Lease, charge Tenant, as Additional Rent, and Tenant agrees to pay,
as Additional Rent, One Hundred Dollars ($100) per day for each day or partial
day that each such vehicle is so parked within the Property. 


	Signs. 



	Subject to subparagraph 4.6(b) below: Tenant shall not
place or install on or within any portion of the Leased Premises, the exterior
of the Buildings, the Outside Areas or the Property any sign, advertisement,
banner, placard, or picture which is visible from the exterior of the Leased
Premises. Tenant shall not place or install on or within any portion of the
Leased Premises, the exterior of the Buildings, the Outside Areas or the
Property any business identification sign which is visible from the exterior of
the Leased Premises until Landlord shall have approved in writing and in its
sole discretion the location, size, content, design, method of attachment and
material to be used in the making of such sign; provided, however, that so long
as such signs are normal and customary business directional or identification
signs within the Buildings, Tenant shall not be required to obtain Landlord's
approval. Any sign, once approved by Landlord, shall be installed at Tenant's
sole cost and expense and only in strict compliance with Landlord's approval,
using a person approved by Landlord to install same. Landlord may remove any
signs (which have not been approved in writing by Landlord), advertisements,
banners, placards or pictures so placed by Tenant on or within the Leased
Premises, the exterior of the Buildings, the Outside Areas or the Property and
charge to Tenant the cost of such removal, together with any costs incurred by
Landlord to repair any damage caused thereby, including any cost incurred to
restore the surface (upon which such sign was so affixed) to its original
condition. Tenant shall remove all of Tenant's signs, repair any damage caused
thereby, and restore the surface upon which the sign was affixed to its original
condition, all to Landlord's reasonable satisfaction, upon the termination of
this Lease.


	Notwithstanding subparagraph 4.6(a) above, so long as
this Lease is for the entirety of the Property, Landlord's approval shall not be
required for any signs, advertisement, banner, placard, or pictures which have
been installed and maintained in compliance with all Laws and Private
Restrictions and which have been approved by the City and all applicable
governmental authorities.


	Compliance With
Laws And Private Restrictions. Subject to the terms of
Paragraphs 4.11, 5.1(b), and Articles 10 and 11, Tenant shall abide by and shall
promptly observe and comply with, at its sole cost and expense, all Laws and
Private Restrictions respecting the use and occupancy of the Leased Premises,
the Buildings, the Outside Areas or the Property including, without limitation,
all Laws governing the use and/or disposal of hazardous materials, and shall
defend with competent counsel, indemnify and hold Landlord harmless from any
claims, damages or liability resulting from Tenant's failure to so abide,
observe, or comply. Tenant's obligations hereunder shall survive the expiration
or sooner termination of this Lease. 


	Compliance With
Insurance Requirements. With respect to any insurance
policies required or permitted to be carried by Landlord in accordance with the
provisions of this Lease, Tenant shall not conduct nor permit any other person
to conduct any activities nor keep, store or use (or allow any other person to
keep, store or use) any item or thing within the Leased Premises, the Buildings,
the Outside Areas or the Property which (i) is prohibited under the terms of any
such policies, (ii) could result in the termination of the coverage afforded
under any of such policies, (iii) could give to the insurance carrier the right
to cancel any of such policies, or (iv) could cause an increase in the rates
(over standard rates) charged for the coverage afforded under any of such
policies, unless approved by Landlord's lender (if such approval is required)
and Tenant agrees to pay and does pay any such increases. Tenant shall comply
with all requirements of any insurance company, insurance underwriter, or Board
of Fire Underwriters which are necessary to maintain, at standard rates, the
insurance coverages carried by either Landlord or Tenant pursuant to this
Lease.


	Landlord's Right
To Enter. Landlord and its agents shall have the right
to enter the Leased Premises during normal business hours after giving Tenant
reasonable notice and subject to Tenant's reasonable security measures for the
purpose of (i) inspecting the same; (ii) showing the Leased Premises to
prospective purchasers, mortgagees or tenants; (iii) making necessary
alterations, additions or repairs; and (iv) performing any of Tenant's
obligations when Tenant has failed to do so. Landlord shall have the right to
enter the Leased Premises during normal business hours (or as otherwise agreed),
subject to Tenant's reasonable security measures, for purposes of supplying any
maintenance or services agreed to be supplied by Landlord. Landlord shall have
the right to enter the Outside Areas during normal business hours for purposes
of (i) inspecting the exterior of the Buildings and the Outside Areas; (ii)
posting notices of nonresponsibility (and for such purposes Tenant shall provide
Landlord at least twenty days' prior written notice of any work to be performed
on the Leased Premises); and (iii) supplying any services to be provided by
Landlord. Any entry into the Leased Premises or the Outside Areas obtained by
Landlord in accordance with this paragraph shall not under any circumstances be
construed or deemed to be a forcible or unlawful entry into, or a detainer of,
the Leased Premises, or an eviction, actual or constructive of Tenant from the
Leased Premises or any portion thereof. Landlord agrees in exercising such entry
rights to use reasonable efforts not to unreasonably interfere with Tenant's
business.


	Use Of Outside
Areas. Tenant, in its use of the Outside Areas, shall at
all times keep the Outside Areas in a safe condition free and clear of all
materials, equipment, debris, trash (except within existing enclosed trash
areas), inoperable vehicles, and other items which are not prohibited by this
Lease to be stored or located thereon by Tenant. If, in the reasonable opinion
of Landlord, unauthorized persons are using any of the Outside Areas by reason
of, or under claim of, the express or implied authority or consent of Tenant,
then Tenant, upon demand of Landlord, shall restrain, to the fullest extent then
allowed by Law, such unauthorized use, and shall initiate such appropriate
proceedings as may be required to so restrain such use. Landlord reserves the
right to grant easements and access rights to others for use of the Outside
Areas and shall not be liable to Tenant for any diminution in Tenant's right to
use the Outside Areas as a result. Landlord hereby reserves the right to modify
the configuration of the Outside Areas to eliminate landscaping and add more
parking if required by any Lender.


	Environmental
Protection. Tenant's obligations under this
Paragraph 4.11 shall survive the expiration or termination of this
Lease.



	As used herein, the term "Hazardous Materials" shall mean
any toxic or hazardous substance, material or waste or any pollutant or
infectious or radioactive material, including but not limited to those
substances, materials or wastes regulated now or in the future under any of the
following statutes or regulations and any and all of those substances included
within the definitions of "hazardous substances," "hazardous materials,"
"hazardous waste," "hazardous chemical substance or mixture," "imminently
hazardous chemical substance or mixture," "toxic substances," "hazardous air
pollutant," "toxic pollutant," or "solid waste" in the (a) Comprehensive
Environmental Response, Compensation and Liability Act of 1990 ("CERCLA" or
"Superfund"), as amended by the Superfund Amendments and Reauthorization Act of
1986 ("SARA"), 42 U.S.C.   9601 et seq., (b) Resource Conservation and
Recovery Act of 1976 ("RCRA"), 42 U.S.C.   6901 et seq., (c) Federal Water
Pollution Control Act ("FSPCA"), 33 U.S.C.   1251 et seq., (d) Clean Air
Act ("CAA"), 42 U.S.C.   7401 et seq., (e) Toxic Substances Control Act
("TSCA"), 14 U.S.C.   2601 et seq., (f) Hazardous Materials Transportation
Act, 49 U.S.C.   1801, et seq., (g) Carpenter-Presley-Tanner Hazardous
Substance Account Act ("California Superfund"), Cal. Health & Safety Code
  25300 et seq., (h) California Hazardous Waste Control Act, Cal. Health
& Safety code   25100 et seq., (i) Porter-Cologne Water Quality
Control Act ("Porter-Cologne Act"), Cal. Water Code   13000 et seq., (j)
Hazardous Waste Disposal Land Use Law, Cal. Health & Safety codes
  25220 et seq., (k) Safe Drinking Water and Toxic Enforcement Act of
1986 ("Proposition 65"), Cal. Health & Safety code   25249.5
et seq., (l) Hazardous Substances Underground Storage Tank Law, Cal. Health
& Safety code   25280 et seq., (m) Air Resources Law, Cal. Health
& Safety Code   39000 et seq., and (n) regulations promulgated
pursuant to said laws or any replacement thereof, or as similar terms are
defined in the federal, state and local laws, statutes, regulations, orders or
rules. Hazardous Materials shall also mean any and all other biohazardous wastes
and substances, materials and wastes which are, or in the future become,
regulated under applicable Laws for the protection of health or the environment,
or which are classified as hazardous or toxic substances, materials or wastes,
pollutants or contaminants, as defined, listed or regulated by any federal,
state or local law, regulation or order or by common law decision, including,
without limitation, (i) trichloroethylene, tetrachloroethylene,
perchloroethylene and other chlorinated solvents, (ii) any petroleum products or
fractions thereof, (iii) asbestos, (iv) polychlorinted biphenyls, (v) flammable
explosives, (vi) urea formaldehyde, (vii) radioactive materials and waste, and
(viii) materials and wastes that are harmful to or may threaten human health,
ecology or the environment, but Hazardous Materials shall not include janitorial
and office supplies in quantities consistent with office uses which are used and
disposed of in accordance with all Laws. 


	Notwithstanding anything to the contrary in this Lease,
Tenant, at its sole cost, shall comply with all Laws relating to the storage,
use and disposal of Hazardous Materials; provided, however, that Tenant shall
not be responsible for any Hazardous Material present on or about the Leased
Premises, or in the soil, groundwater, surface water, ambient air, or building
materials thereof as of the date the Leased Premises are delivered to Tenant
(whether before or after the Lease Commencement Date) unless caused by Tenant,
including without limitation those identified in that certain Iris Environmental
letter to Mark Pearson and Mark Whiting of Drawbridge Partners, dated as of
January 17, 2001 (the "Existing Hazardous Materials"), or Hazardous Materials
released to the Leased Premises, or the soil, groundwater, surface water,
ambient air or building materials thereof by Landlord or any agent, employee,
tenant (other than Tenant), contractor, or invitee of Landlord or any other
person under the legal control of Landlord ("Landlord's Post Commencement
Hazardous Materials"). Tenant shall not store, use or dispose of any Hazardous
Materials except for those Hazardous Materials listed in a Hazardous Materials
management plan ("HMMP") or on a separate list showing the type and quantity
used (the "Hazardous Materials List"), both of which Tenant shall deliver to
Landlord prior to Tenant's occupancy of the Leased Premises and update at least
annually with Landlord ("Permitted Materials") which may be used, stored and
disposed of provided (i) such Permitted Materials are used, stored, transported,
and disposed of in strict compliance with applicable laws, (ii) such Permitted
Materials shall be limited to the materials listed on and may be used only in
the quantities specified in the HMMP and Hazardous Materials List, and (iii)
Tenant shall provide Landlord with copies of all material safety data sheets and
other documentation required under applicable Laws in connection with Tenant's
use of Permitted Materials as and when such documentation is provided to any
regulatory authority having jurisdiction. In no event shall Tenant cause or
permit to be discharged into the plumbing or sewage system of the Buildings or
onto the land underlying or adjacent to the Buildings any Hazardous Materials.
Tenant shall be solely responsible for and shall defend, indemnify, and hold
Landlord and its agents harmless from and against all claims, costs and
liabilities, including attorneys' fees and costs, arising out of or in
connection with Tenant's storage, use and/or disposal of Hazardous Materials,
other than Existing Hazardous Materials and Landlord's Post Commencement
Hazardous Materials. If Hazardous Materials other than Existing Hazardous
Materials or Landlord's Post Commencement Hazardous Materials on the Leased
Premises, caused by Tenant, or permitted by Tenant during the Lease Term,
results in contamination or deterioration at any time of water or soil, then
Tenant shall promptly take any and all action necessary to clean up such
contamination, but the foregoing shall in no event be deemed to constitute
permission by Landlord to allow the presence of such Hazardous Materials. At any
time prior to the expiration of the Lease Term if Tenant has a reasonable basis
to suspect that there has been any release or the presence of Hazardous
Materials in the ground or ground water on the Leased Premises which did not
exist upon commencement of the Lease Term, Tenant shall have the right to
conduct appropriate tests of water and soil and to deliver to Landlord the
results of such tests to demonstrate that no contamination in excess of
permitted levels has occurred as a result of Tenant's use of the Leased
Premises. Tenant shall further be solely responsible for, and shall defend,
indemnify, and hold Landlord and its agents harmless from and against all
claims, costs and liabilities, including attorneys' fees and costs, arising out
of or in connection with any removal, cleanup and restoration work and materials
required hereunder to return the Leased Premises and any other property of
whatever nature to their condition existing prior to the appearance of the
Hazardous Materials, other than Existing Hazardous Materials and Landlord's Post
Commencement Hazardous Materials. 


	Upon termination or expiration of the Lease, Tenant at
its sole expense shall cause all Hazardous Materials (other than Existing
Hazardous Materials and Landlord's Post Commencement Hazardous Materials) placed
in or about the Leased Premises and/or the Property by Tenant, its agents,
contractors, or invitees, and all installations (whether interior or exterior)
made by or on behalf of Tenant relating to the storage, use, disposal or
transportation of Hazardous Materials to be removed from the property and
transported for use, storage or disposal in accordance and compliance with all
Laws and other requirements respecting Hazardous Materials used or permitted to
be used by Tenant. Tenant shall apply for and shall obtain from all appropriate
regulatory authorities (including any applicable fire department or regional
water quality control board) all permits, approvals and clearances necessary for
the closure of the Property (other than any closure to the extent related to
Existing Hazardous Materials and Landlord's Post Commencement Hazardous
Materials) and shall take all other actions as may be required to complete the
closure of the Buildings and the Property (other than any closure to the extent
related to Existing Hazardous Materials and Landlord's Post Commencement
Hazardous Materials). In addition, prior to vacating the Leased Premises, Tenant
shall undertake and submit to Landlord an environmental site assessment from an
environmental consulting company reasonably acceptable to Landlord which site
assessment shall evidence Tenant's compliance with this
Paragraph 4.11.


	At any time prior to expiration of the Lease Term,
subject to reasonable prior notice (not less than forty-eight (48) hours) and
Tenant's reasonable security requirements and provided such activities do not
unreasonably interfere with the conduct of Tenant's business at the Leased
Premises, Landlord shall have the right to enter in and upon the Property,
Buildings and Leased Premises in order to conduct appropriate tests of water and
soil to determine whether levels of any Hazardous Materials in excess of legally
permissible levels has occurred as a result of Tenant's use thereof. Landlord
shall furnish copies of all such test results and reports to Tenant and, at
Tenant's option and cost, shall permit split sampling for testing and analysis
by Tenant. Such split testing shall be at Tenant's expense and if the testing
confirms the presence of Hazardous Materials in the soil or surface or ground
water in, on, under, or about the Property, the Buildings or the Leased
Premises, which has been caused by or resulted from the activities of Tenant,
its agents, contractors, or invitees, then Tenant shall also reimburse Landlord
the costs incurred by Landlord in its testing.


	Rules And
Regulations. In the event Tenant is no longer the sole
occupant of the Leased Premises, Landlord shall have the right from time to time
to establish reasonable rules and regulations and/or amendments or additions
thereto respecting the use of the Leased Premises and the Outside Areas for the
care and orderly management of the Property. Upon delivery to Tenant of a copy
of such rules and regulations or any amendments or additions thereto, Tenant
shall comply with such rules and regulations. A violation by Tenant of any of
such rules and regulations shall constitute a default by Tenant under this
Lease. If there is a conflict between the rules and regulations and any of the
provisions of this Lease, the provisions of this Lease shall prevail. Landlord
shall not be responsible or liable to Tenant for the violation of such rules and
regulations by any other tenant of the Property.


	Reservations. From the date Landlord
acquires title to the Property through the expiration of the Option Period,
Landlord shall not grant easements, rights of way and dedications or cause the
cause the recordation of parcel maps and restrictions (including without
limitation requirements in connection with obtaining approval of the Final Shell
Plans and the building permit relating thereto) without Tenant's consent, which
consent shall not be unreasonably withheld, except that Tenant's consent shall
not be required for any easements, rights of way or dedications required by
governmental authorities in connection with the development of the Property
(each a "Required Dedication"). Prior to execution or recordation of the
Required Dedication, Landlord shall notify Tenant of such Required Dedication
and shall use commercially reasonable efforts to implement any change to a
Required Dedication reasonably requested by Tenant. Any delay in Landlord's Work
being Substantially Completed resulting from Tenant's requested change to a
Required Dedication shall be a Tenant Delay. If any Required Dedication results
in a material adverse impact on Tenant's use of the Leased Premises, Tenant
shall have the right to terminate this Lease upon written notice to Landlord
within ten (10) days Landlord notifies Tenant of the recordation of such
Required Dedication. After expiration of the Option Period, Landlord shall have
the right, without Tenant's consent or joinder to grant such easements, rights
of way and dedications that Landlord deems necessary, and to cause the
recordation of parcel maps and restrictions, so long as such easements, rights
of way and dedications do not unreasonably interfere with the use of the Leased
Premises by Tenant or materially increase Tenant's obligations hereunder. Tenant
agrees to execute any documents reasonably requested by Landlord to effectuate
any such easement rights, dedications, maps or restrictions in accordance with
this Paragraph 4.13. 

ARTICLE 5



Repairs,
Maintenance, Services And Utilities



	Repair And
Maintenance. Except in the case of damage to or
destruction of the Leased Premises, the Buildings, the Outside Areas or the
Property caused by an act of God or other peril insured (or required to be
insured) pursuant to Article 9 below, in which case the provisions of Article 10
shall control, the parties shall have the following obligations and
responsibilities with respect to the repair and maintenance of the Leased
Premises, the Buildings, the Outside Areas, and the Property.



	Tenant's
Obligations. Subject to the provisions of Paragraphs
4.11 and 5.1(b) and Articles 10 and 11, Tenant shall, at all times during the
Lease Term and at its sole cost and expense, regularly clean and continuously
keep and maintain in good order, condition and repair the Leased Premises and
the Property, and every part thereof including, without limiting the generality
of the foregoing, (i) all interior walls, floors and ceilings, (ii) all windows,
doors and skylights, (iii) all electrical wiring, conduits, connectors and
fixtures, (iv) all plumbing, pipes, sinks, toilets, faucets and drains, (v) all
lighting fixtures, bulbs and lamps and all heating, ventilating and air
conditioning equipment, (vi) landscaping, and (vii) all entranceways to the
Leased Premises. Tenant, if requested to do so by Landlord, shall hire, at
Tenant's sole cost and expense, a licensed heating, ventilating and air
conditioning contractor to regularly and periodically (not less frequently than
every three months) inspect and perform required maintenance on the heating,
ventilating and air conditioning equipment and systems serving the Leased
Premises, or alternatively, Landlord may, at its election, contract in its own
name for such regular and periodic inspections of and maintenance on such
heating, ventilating and air conditioning equipment and systems and charge to
Tenant, as Additional Rent, the cost thereof. Tenant, if requested to do so by
Landlord, shall hire, at Tenant's sole cost and expense, a licensed roofing
contractor to regularly and periodically (not less frequently than every 12
months) inspect and perform required maintenance on the roof of the Leased
Premises, or alternatively, Landlord may, at its election, contract in its own
name for such regular and periodic inspections of and maintenance on the roof
and charge to Tenant, as Additional Rent, the cost thereof. Tenant shall, at all
times during the Lease Term, keep in a clean and safe condition the Outside
Areas. Tenant shall regularly and periodically sweep and clean the driveways and
parking areas. Tenant shall, at its sole cost and expense, repair all damage to
the Leased Premises or the Property caused by the activities of Tenant, its
employees, invitees or contractors promptly following written notice from
Landlord to so repair such damages. If Tenant shall fail to perform the required
maintenance or fail to make repairs required of it pursuant to this paragraph
within a reasonable period of time following notice from Landlord to do so, then
Landlord may, at its election and without waiving any other remedy it may
otherwise have under this Lease or at law, perform such maintenance or make such
repairs and charge to Tenant, as Additional Rent, the costs so incurred by
Landlord for same. All glass within or a part of the Leased Premises, both
interior and exterior, is at the sole risk of Tenant and any broken glass shall
promptly be replaced by Tenant at Tenant's expense with glass of the same kind,
size and quality. Notwithstanding the foregoing, in the event that, due to
normal wear and tear Tenant would be required by this Paragraph 5.1(a) to make a
repair or replacement to the Building Shells or the Landlord's Improvements (as
defined in Schedule 1) that would be considered a "capital improvement"
as determined in accordance with generally accepted accounting principles,
Landlord shall make such repair or replacement and charge to Tenant, as
Additional Rent, the cost thereof (provided that the cost of such repair or
replacement shall be amortized over its useful life and only the amortizing
portion of such cost shall be included in Additional Rent on a monthly basis).
Subject to the provisions of Paragraphs 4.11 and 5.1(b) and Articles 10 and 11,
Landlord shall have no obligation to make any repair or replacement in
accordance with the foregoing sentence to the extent such repair or replacement
is required as a result of Tenant's negligence, misuse or overuse of the Leased
Premises or Property.


	Landlord's
Obligation. Landlord shall, at all times during the
Lease Term, maintain in good condition and repair the foundation, structural
floors, roof structure (excluding membrane), and exterior walls of the
Buildings. Such maintenance shall be at Landlord's expense during the first five
(5) years of the Lease Term, but thereafter Landlord shall charge to Tenant, as
a Property Maintenance Cost, the costs incurred by Landlord in performing such
maintenance and/or making such repairs.


	Utilities. As part of Landlord's
Work, Landlord will bring utilities to the Buildings to be stubbed as shown on
the Final Shell Plans for finishing by Tenant as part of the Tenant
Improvements. Tenant shall arrange at its sole cost and expense and in its own
name, for the supply of water, gas and electricity to the Leased Premises.
Tenant shall be responsible for determining if the local supplier of water, gas
and electricity can supply the needs of Tenant. Tenant shall pay all charges for
water, gas, electricity and storm and sanitary sewer services as so supplied to
the Leased Premises.


	Security. Tenant acknowledges that
Landlord has not undertaken any duty whatsoever to provide security for the
Leased Premises, the Buildings, the Outside Areas or the Property and,
accordingly, Landlord is not responsible for the security of same or the
protection of Tenant's property or Tenant's employees, invitees or contractors.
To the extent Tenant determines that such security or protection services are
advisable or necessary, Tenant shall arrange for and pay the costs of providing
same.


	[Intentionally
Deleted]


	Limitation Of Landlord's Liability. Landlord shall not be liable to Tenant for injury to Tenant, its
employees, agents, invitees or contractors, damage to Tenant's property or loss
of Tenant's business or profits, nor shall Tenant be entitled to terminate this
Lease or to any reduction in or abatement of rent by reason of (i) Landlord's
failure to provide security services or systems within the Property for the
protection of the Leased Premises, the Buildings or the Outside Areas, or the
protection of Tenant's property or Tenant's employees, invitees, agents or
contractors, or (ii) Landlord's failure to perform any maintenance or repairs to
the Leased Premises, the Buildings, the Outside Areas or the Property until
Tenant shall have first notified Landlord, in writing, of the need for such
maintenance or repairs, and then only after Landlord shall have had the time
permitted by the terms of this Lease (or if no time is expressly provided, then
a reasonable period of time) following its receipt of such notice within which
to perform such maintenance or repairs, or (iii) any failure, interruption,
rationing or other curtailment in the supply of water, electric current, gas or
other utility service to the Leased Premises, the Buildings, the Outside Areas
or the Property from whatever cause (other than Landlord's sole active
negligence or willful misconduct), or (iv) the unauthorized intrusion or entry
into the Leased Premises by third parties (other than Landlord, and its agents,
employees, contractors, successors, and assigns).

ARTICLE 6



Alterations And
Improvements



	By
Tenant. 



	Tenant shall be entitled to make improvements,
alterations or modifications (collectively, "Alterations") to the Removable
Tenant Improvements without Landlord's consent, provided that:
(1) Tenant shall notify Landlord and provide copies of plans and
specifications for an Alteration no less than ten (10) days prior to commencing
such Alteration, (2) Tenant shall notify Landlord in writing within thirty
(30) days of completion of the Alteration and deliver to Landlord a set of the
plans and specifications therefor, either "as built" or marked to show
construction changes made, (3) Tenant shall remove the Alteration at the
termination of the Lease and repair any damage to the Leased Premises caused by
their removal, and (4) no such Alteration shall impact or otherwise affect the
exterior or structural components of the Buildings. 


	Subject to Paragraph 6.1(a), Tenant shall not make any
Alterations to the Leased Premises or Property (other than to the Removable
Tenant Improvements) until Landlord shall have first approved, in writing, the
plans and specifications therefor, which approval may be withheld in Landlord's
reasonable discretion. Tenant's written request shall also contain a request for
Landlord to elect whether or not it will require Tenant to remove the subject
Alteration at the expiration or earlier termination of this Lease. If such
additional request is not included, Landlord may make such election at the
expiration or earlier termination of this Lease (and for purposes of Tenant's
removal obligations set forth in Paragraph 2.6 above, Landlord shall be deemed
to have made the election at the time the Alteration was completed). In no event
shall Tenant be allowed make any Alteration that will impact or otherwise affect
the exterior or structural components of the Buildings.


	All Alterations, once so approved (if approval is
required pursuant to the terms hereof), shall be made, constructed or installed
by Tenant at Tenant's expense (including all permit fees and governmental
charges related thereto), using a licensed contractor first approved by
Landlord, in substantial compliance with the Landlord-approved plans and
specifications therefor. All work undertaken by Tenant shall be done in
accordance with all Laws and in a good and workmanlike manner using new
materials of good quality. Tenant shall not commence the making of any such
Alterations until (1) all required governmental approvals and permits shall have
been obtained, (2) all requirements regarding insurance imposed by this Lease
have been satisfied, (3) Tenant shall have given Landlord at least five (5)
business days prior written notice of its intention to commence such work so
that Landlord may post and file notices of non-responsibility, and (4) if
requested by Landlord, Tenant shall have obtained contingent liability and broad
form builder's risk insurance in an amount satisfactory to Landlord in its
reasonable discretion to cover any perils relating to the proposed work not
covered by insurance carried by Tenant pursuant to Article 9. 


	Ownership Of
Improvements. All Removable Tenant Improvements and
Alterations thereto shall be the sole and separate property of Tenant. The
Outside Areas, the Building Shells, the Landlord's Improvements (as defined in
Schedule 1) and any Alterations thereto shall be deemed part of the
Leased Premises but shall at all times the sole and separate property of
Landlord. The Property shall at all times remain the sole and separate property
of the Landlord. Tenant hereby covenants and agrees not to grant a security
interest in any such items to any party other than Landlord, except to the
extent permitted by and then only in accordance with Schedule 1 to this
Lease. The Building Shells, and the Landlord's Improvements, and any Alterations
thereto, shall not be altered (except in accordance with Paragraph 6.1) or
removed from the Leased Premises at any time. At the expiration or sooner
termination of this Lease, Tenant shall remove all Removable Tenant Improvements
and Alterations thereto in accordance with Paragraph 2.6 of the Lease, unless
Landlord shall have otherwise agreed in writing. Landlord shall have no
obligations to reimburse Tenant for all or any portion of the cost or value of
any of the Landlord's Improvements or any Alterations thereto. All Alterations
which are installed or constructed on or attached to the Leased Premises by
Landlord and/or at Landlord's expense shall be deemed real property and a part
of the Leased Premises and shall be property of Landlord.


	Alterations
Required By Law. Subject to the provisions of Paragraphs
4.11 and 5.1(b) and Articles 10 and 11, Tenant shall make all Alterations to the
Leased Premises or any portion thereof, at its sole cost, that are required by
any Law because of (i) Tenant's use or occupancy of the Leased Premises or the
Property, (ii) Tenant's application for any permit or governmental approval, or
(iii) Tenant's making of any Alteration to or within the Leased Premises. If
Landlord shall, at any time during the Lease Term, be required by any
governmental authority to make any Alteration to the Buildings or the Property
for any reason other than the failure of Landlord's Work to have been completed
in a good and workmanlike manner and in compliance with applicable Laws in
effect as of the date the same was completed, the cost incurred by Landlord in
making such Alteration, including interest at a rate equal to the sum of that
rate quoted by Wells Fargo Bank, N.T. & S.A. from time to time as its prime
rate, plus two percent (2%) ("Wells Prime Plus Two"), but in no event more than
the maximum rate of interest not prohibited or made usurious (the "Amortization
Rate"), shall be amortized by Landlord over the useful life of such Alteration,
as determined in accordance with generally accepted accounting principles, and
the monthly amortized cost of such modifications, alterations and improvements
as so amortized shall be considered a Property Maintenance Cost and shall be
paid by Tenant to Landlord commencing on the first day of the month following
completion of said work and thereafter on the first day of each calendar month
during the Lease Term. At Tenant's request, Landlord shall present to Tenant
reasonably acceptable documentation of Landlord's costs and the applicable
calculations. Notwithstanding the foregoing, in the event that Tenant would be
required by this Paragraph 6.2 to make a Alteration to the Building Shells or
the Landlord's Improvements that would be considered a "capital improvement" as
determined in accordance with generally accepted accounting principles due
solely to a Law applicable to commercial buildings generally, Landlord shall
make such repair or replacement and charge to Tenant, as Additional Rent, the
cost thereof (provided that the cost of such Alteration shall be amortized over
its useful life with interest at Wells Prime Plus Two and only the amortizing
portion of such cost shall be included in Additional Rent on a monthly basis).



	Liens. Tenant shall keep the
Property and every part thereof free from any lien resulting from any action or
inaction of Tenant, and shall pay when due all bills arising out of any work
performed, materials furnished, or obligations incurred by Tenant, its agents,
employees or contractors relating to such work or obligations. If any such claim
of lien is recorded against Tenant's interest in this Lease, the Property or any
part thereof, Tenant shall bond against, discharge or otherwise cause such lien
to be entirely released within ten days after knew or should have known that the
same had been recorded. Tenant's failure to do so shall be conclusively deemed a
material default under the terms of this Lease.

ARTICLE 7



Assignment And
Subletting By Tenant



	By
Tenant. Tenant shall not sublet the Leased Premises or
any portion thereof or assign its interest in this Lease, whether voluntarily or
by operation of Law, without Landlord's prior written consent which shall not be
unreasonably withheld or delayed. Any attempted subletting or assignment without
Landlord's prior written consent, at Landlord's election, shall constitute a
default by Tenant under the terms of this Lease. The acceptance of rent by
Landlord from any person or entity other than Tenant, or the acceptance of rent
by Landlord from Tenant with knowledge of a violation of the provisions of this
paragraph, shall not be deemed to be a waiver by Landlord of any provision of
this Article or this Lease or to be a consent to any subletting by Tenant or any
assignment of Tenant's interest in this Lease. Landlord's prior written consent
(which shall not be unreasonably withheld or delayed) shall be required for all
subleases or assignments by any subtenant, sub-subtenant or other occupant of
the Leased Premises. Without limiting the circumstances in which it may be
reasonable for Landlord to withhold its consent to an assignment or subletting,
Landlord and Tenant acknowledge that it shall be reasonable for Landlord to
withhold its consent in the following instances:



	in Landlord's reasonable judgment, the use of the Leased
Premises by the proposed assignee or sublessee would involve occupancy by other
than for a Permitted Use, would entail any alterations not permitted by the
terms of this Lease, or would require increased services by Landlord;


	the financial worth of the proposed assignee does not
meet the credit standards then customarily applied by commercial landlords for
projects of similar size and use as the Property; 


	the proposed assignee or sublessee (or any of its
affiliates), in the ten years prior to the assignment or sublease, has filed for
bankruptcy protection, has been the subject of an involuntary bankruptcy which
has not been released within sixty (60) days, or has been adjudged
insolvent;


	Landlord has been or is litigation with the proposed
assignee;


	in Landlord's reasonable judgment, the Leased Premises,
or the relevant part thereof, will be used in a manner that will violate any
negative covenant as to use contained in this Lease;


	the use of the Leased Premises by the proposed assignee
or sublessee will violate any applicable law, ordinance or regulation;


	the proposed assignment or sublease fails in any material
respect to include all of the terms and provisions required to be included
therein pursuant to this Article 7; or


	Tenant is in default of any material obligation of Tenant
under this Lease which will not be cured prior to or concurrently with the
proposed assignment or sublease being effective.


	Merger,
Reorganization, or Sale of Assets. Except as provided in
this Paragraph 7.2, any dissolution, merger, consolidation or other
reorganization of Tenant, or the sale or other transfer in the aggregate over
the Lease Term of a controlling percentage of the capital stock of Tenant, or
the sale or transfer of all or a substantial portion of the assets of Tenant,
shall be deemed a voluntary assignment of Tenant's interest in this Lease. The
phrase "controlling percentage" means the ownership of and the right to vote
stock possessing more than fifty percent of the total combined voting power of
all classes of Tenant's capital stock issued, outstanding and entitled to vote
for the election of directors. If Tenant is a partnership, a withdrawal or
change, voluntary, involuntary or by operation of Law, of any general partner,
or the dissolution of the partnership, shall be deemed a voluntary assignment of
Tenant's interest in this Lease. Upon Landlord's request from time to time,
Tenant shall promptly provide Landlord with a statement certified by the
Tenant's chief operating officer, which shall provide the following information:
(a) the names of all of Tenant's shareholders and their ownership interests at
the time thereof, provided Tenant's shares are not publicly traded; (b) the
state in which Tenant is incorporated; (c) the location of Tenant's principal
place of business; (d) information regarding a material change in the corporate
structure of Tenant, including, without limitation, a merger or consolidation;
and (e) any other information regarding Tenant's ownership that Landlord
reasonably requests. In the event of an acquisition by one entity of the
controlling percentage of the capital stock of Tenant where this Lease is not
assigned to such entity, it shall be a condition to Landlord's consent to such
change in control that such entity acquiring the controlling percentage assume,
as a primary obligor, all rights and obligations of Tenant under this Lease (and
such entity shall execute all documents reasonably required to effectuate such
assumption). Notwithstanding anything to the contrary in this Lease, Tenant may,
without Landlord's prior written consent, without any participation by Landlord
in Assignment Consideration or Excess Rentals, and without in any way releasing
Tenant from any liability under this Lease, sublet the Leased Premises or assign
the Lease to (each, a "Permitted Assignee"): (i) a subsidiary, affiliate,
division or corporation controlling, controlled by or under common control with
Tenant; (ii) a successor corporation related to Tenant by merger,
consolidation, nonbankruptcy reorganization, or government action; or
(iii) a purchaser of substantially all of Tenant's assets in the Leased
Premises, provided any such Permitted Assignee meets the credit standards then
customarily applied by commercial landlords for projects of similar size and use
as the Property. For the purpose of this Lease, (i) sale of Tenant's capital
stock through any public exchange shall not be deemed an assignment, subletting,
or any other transfer of the Lease or the Leased Premises and (2) withdrawal or
change, voluntary, involuntary or by operation of Law, of any general partner of
the Tenant, or the dissolution of a partnership which is the Tenant, shall not
be deemed an assignment or subletting. 


	Landlord's
Election. If Tenant shall desire to assign its interest
under the Lease or to sublet the Leased Premises, Tenant must (unless the
transaction by the express terms of this Article 7 does not require Landlord's
consent) first notify Landlord, in writing, of its intent to so assign or
sublet, at least ten (10) business days in advance of the date it intends to so
assign its interest in this Lease or sublet the Leased Premises but not sooner
than one hundred eighty days in advance of such date, specifying in detail (i)
the terms of such proposed assignment or subletting, (ii) the name of the
proposed assignee or sublessee, (iii) the property assignee's or sublessee's
intended use of the Leased Premises, (iv) current financial statements
(including a balance sheet, income statement and statement of cash flow, all
prepared in accordance with generally accepted accounting principles) of such
proposed assignee or sublessee, (v) the form of documents to be used in
effectuating such assignment or subletting and (vi) such other information as
Landlord may reasonably request within five (5) business days after delivery to
Landlord of all of the foregoing. Landlord shall have a period of ten (10)
business days following receipt of such notice and the required information
specified above within which to do one of the following: (i) consent to such
requested assignment or subletting subject to Tenant's compliance with the
conditions set forth in Paragraph 7.4 below, or (ii) refuse to so consent
to such requested assignment or subletting, provided that such consent shall not
be unreasonably refused. During such ten (10) business day period, Tenant
covenants and agrees to supply to Landlord, upon request, all necessary or
relevant information which Landlord may reasonably request respecting such
proposed assignment or subletting and/or the proposed assignee or
sublessee.


	Conditions To
Landlord's Consent. If Landlord consents (unless such
consent is not required by the express terms of this Article 7) to any proposed
assignment or subletting, such consent shall be expressly conditioned upon the
occurrence of each of the conditions below set forth, and any purported
assignment or subletting (unless the transaction by the express terms of this
Article 7 does not require Landlord's consent) made or ordered prior to the full
and complete satisfaction of each of the following conditions shall be void and,
at the election of Landlord, which election may be exercised at any time
following such a purported assignment or subletting but prior to the
satisfaction of each of the stated conditions, shall constitute a material
default by Tenant under this Lease until cured by satisfying in full each such
condition by the assignee or sublessee. The conditions are as follows:



	Landlord having approved in form and substance the
assignment or sublease agreement and any ancillary documents, which approval
shall not be unreasonably withheld by Landlord if the requirements of this
Article 7 are otherwise complied with in all material respects.


	If a sublease, then each such sublessee having agreed, in
writing satisfactory to Landlord and its counsel and for the benefit of
Landlord, to be bound by, and to perform the obligations of this Lease to be
performed by Tenant which relate to space being subleased and if an assignment,
then each assignee having agreed, in writing satisfactory to Landlord and its
counsel and for the benefit of Landlord, to assume and be bound by, and to
perform the obligations of this Lease.


	Tenant having fully and completely performed all of its
obligations under the terms of this Lease through and including the date of such
assignment or subletting.


	[DELETED]


	Tenant having delivered to Landlord a complete and fully-
executed duplicate original of such sublease agreement or assignment agreement
(as applicable) and all related agreements.


	Tenant having paid, or having agreed in writing to pay as
to future payments, to Landlord fifty percent (50%) of all assignment
consideration or excess rentals paid to Tenant or to any other on Tenant's
behalf or for Tenant's benefit for such assignment or subletting as
follows:



	If Tenant assigns its interest under this Lease and if
all or a portion of the consideration for such assignment is paid by the
assignee at the time of the assignment, that Tenant shall have paid to Landlord
and Landlord shall have received an amount equal to fifty percent (50%) of the
assignment consideration so paid; or


	If Tenant assigns its interest under this Lease and if
Tenant is to receive all or a portion of the consideration for such assignment
in future installments, that Tenant and Tenant's assignee shall have entered
into a written agreement with and for the benefit of Landlord satisfactory to
Landlord and its counsel whereby Tenant and Tenant's assignee jointly agree to
pay to Landlord an amount equal to fifty percent (50%) of all such future
assignment consideration installments to be paid by such assignee as and when
such assignment consideration is so paid.


	If Tenant subleases the Leased Premises, that Tenant and
Tenant's sublessee shall have entered into a written agreement with and for the
benefit of Landlord satisfactory to Landlord and its counsel whereby Tenant and
Tenant's sublessee jointly agree to pay to Landlord fifty percent (50%) of all
excess rentals to be paid by such sublessee as and when such excess rentals are
so paid.


	Assignment
Consideration And Excess Rentals Defined. For purposes
of this Article, including any amendment to this Article by way of addendum or
other writing: (a) the term "assignment consideration" shall mean all
consideration to be paid by the assignee to Tenant or to any other party on
Tenant's behalf or for Tenant's benefit as consideration for such assignment,
with a deduction for market rate leasing commissions incurred and paid by Tenant
but without deduction for any other costs or expenses (including, without
limitation, tenant improvements, capital improvements, building upgrades, permit
fees, attorneys' fees, and other consultants' fees) incurred by Tenant in
connection with such assignment, and (b) the term "excess rentals" shall mean
all consideration to be paid by the sublessee to Tenant or to any other party on
Tenant's behalf or for Tenant's benefit for the sublease of all or any portion
of the Leased Premises in excess of the rent due to Landlord under the terms of
this Lease for the portion so subleased for the same period, with a deduction
for market rate leasing commissions incurred and paid by Tenant but without
deduction for any other costs or expenses (including, without limitation, tenant
improvements, capital improvements, building upgrades, permit fees, attorneys'
fees, and other consultants' fees) incurred by Tenant in connection with such
sublease; provided, however, that in order to defray some of the cost of
Tenant's construction of the Tenant Improvements in accordance with the Work
Letter, Tenant shall be entitled to retain the first one dollar ($1.00) per
month per square foot in Assignment Consideration or Excess Rentals. At the end
of the 12th month after the Rent Commencement Date and at the end of
each 12 month period thereafter (until the Lease Expiration Date), such $1.00
per month shall be increased by 3.5% per annum compounded annually. Tenant
agrees that the portion of any assignment consideration and/or excess rentals
arising from any assignment or subletting by Tenant which is to be paid to
Landlord pursuant to this Article now is and shall then be the property of
Landlord and not the property of Tenant.


	Payments. Tenant shall promptly
reimburse to Landlord all reasonable costs and reasonable attorneys' fees
incurred by Landlord in conjunction with the processing and documentation of any
such requested subletting or assignment. All payments required by this Article
to be made to Landlord shall be made in cash in full as and when they become
due. At the time Tenant, Tenant's assignee or sublessee makes each such payment
to Landlord, Tenant or Tenant's assignee or sublessee, as the case may be, shall
deliver to Landlord an itemized statement in reasonable detail showing the
method by which the amount due Landlord was calculated and certified by the
party making such payment as true and correct.


	Good
Faith. The rights granted to Tenant by this Article are
granted in consideration of Tenant's express covenant that all pertinent
allocations which are made by Tenant between the rental value of the Leased
Premises and the value of any of Tenant's personal property which may be
conveyed or leased generally concurrently with and which may reasonably be
considered a part of the same transaction as the permitted assignment or
subletting shall be made fairly, honestly and in good faith. 


	Effect Of
Landlord's Consent. No subletting or assignment, even
with the consent of Landlord, shall relieve Tenant of its personal and primary
obligation to pay rent and to perform all of the other obligations to be
performed by Tenant hereunder. Consent by Landlord to one or more assignments of
Tenant's interest in this Lease or to one or more sublettings of the Leased
Premises shall not be deemed to be a consent to any subsequent assignment or
subletting by Tenant or any subtenant, sub-subtenant or other occupant of the
Leased Premises. 

ARTICLE 8



Limitation On
Landlord's Liability And Indemnity



	Limitation On
Landlord's Liability And Release. Landlord shall not be
liable to Tenant for, and Tenant hereby releases Landlord and its partners,
principals, members, officers, agents, employees, lenders, attorneys, and
consultants from, any and all liability, whether in contract, tort or on any
other basis, for any injury to or any damage sustained by Tenant, Tenant's
agents, employees, contractors or invitees, any damage to Tenant's property, or
any loss to Tenant's business, loss of Tenant's profits or other financial loss
of Tenant resulting from or attributable to the condition of, the management of,
the repair or maintenance of, the protection of, the supply of services or
utilities to, the damage in or destruction of the Leased Premises, the
Buildings, the Property or the Outside Areas, including without limitation (i)
the failure, interruption, rationing or other curtailment or cessation in the
supply of electricity, water, gas or other utility service to the Property, the
Buildings or the Leased Premises; (ii) the vandalism or forcible entry into the
Buildings or the Leased Premises; (iii) the penetration of water into or onto
any portion of the Leased Premises; (iv) the failure to provide security and/or
adequate lighting in or about the Property, the Buildings or the Leased
Premises, (v) the existence of any design or construction defects within the
Property, the Buildings or the Leased Premises; (vi) the failure of any
mechanical systems to function properly (such as the HVAC systems); (vii) the
blockage of access to any portion of the Property, the Buildings or the Leased
Premises, except that Tenant does not so release Landlord from such liability to
the extent such damage was proximately caused by Landlord's the gross negligence
or willful misconduct of Landlord or its partners, principals, members,
officers, agents, employees, contractors, lenders, attorneys, and consultants,
or Landlord's failure to perform an obligation expressly undertaken pursuant to
this Lease after a reasonable period of time shall have lapsed following receipt
of written notice from Tenant to so perform such obligation. In this regard,
Tenant acknowledges that it is fully apprised of the provisions of Law relating
to releases, and particularly to those provisions contained in Section 1542 of
the California Civil Code which reads as follows:

"A general release does not extend to claims which the
creditor does not know or suspect to exist in his favor at the time of executing
the release, which if known by him must have materially affected his settlement
with the debtor."

Notwithstanding such statutory provision, and for the purpose
of implementing a full and complete release and discharge, Tenant hereby (i)
waives the benefit of such statutory provision and (ii) acknowledges that,
subject to the exceptions specifically set forth herein, the release and
discharge set forth in this paragraph is a full and complete settlement and
release and discharge of all claims and is intended to include in its effect,
without limitation, all claims which Tenant, as of the date hereof, does not
know of or suspect to exist in its favor.


	Tenant's
Indemnification Of Landlord. Tenant shall defend with
competent counsel satisfactory to Landlord any claims made or legal actions
filed or threatened against Landlord with respect to the violation of any Law by
Tenant or its partners, principals, members, officers, agents, employees,
contractors, lenders, attorneys, and consultants, or the death, bodily injury,
personal injury, property damage, or interference with contractual or property
rights suffered by any third party occurring within the Leased Premises or
resulting from Tenant's use or occupancy of the Leased Premises, the Buildings
or the Outside Areas, or resulting from Tenant's activities in or about the
Leased Premises, the Buildings, the Outside Areas or the Property, and Tenant
shall indemnify and hold Landlord, Landlord's partners, principals, members,
employees, agents and contractors harmless from any loss liability, penalties,
or expense whatsoever (including any loss attributable to vacant space which
otherwise would have been leased, but for such activities) resulting therefrom,
except to the extent proximately caused by the gross negligence or willful
misconduct of Landlord or its partners, principals, members, officers, agents,
employees, contractors, lenders, attorneys, and consultants. This indemnity
agreement shall survive the expiration or sooner termination of this
Lease.

ARTICLE 9



Insurance



	Tenant's
Insurance. Tenant shall maintain insurance complying
with all of the following:



	Tenant shall procure, pay for and keep in full force and
effect, at all times during the Lease Term, the following:



	Commercial general liability insurance insuring Tenant
against liability for personal injury, bodily injury, death and damage to
property occurring within the Leased Premises, or resulting from Tenant's use or
occupancy of the Leased Premises, the Buildings, the Outside Areas or the
Property, or resulting from Tenant's activities in or about the Leased Premises
or the Property, with coverage in an amount equal to Tenant's Required Liability
Coverage (as set forth in Article 1), which insurance shall contain "blanket
contractual liability" and "broad form property damage" endorsements insuring
Tenant's performance of Tenant's obligations to indemnify Landlord as contained
in this Lease.


	Fire and property damage insurance in "special form"
coverage insuring Tenant against loss from physical damage to the Removable
Tenant Improvements, Tenant's personal property, inventory, trade fixtures and
improvements within the Leased Premises with coverage for the full actual
replacement cost thereof;


	[intentionally deleted];


	Plate glass insurance, at actual replacement
cost;


	Boiler and machinery insurance, to limits sufficient to
restore the Buildings;


	[intentionally deleted];


	Workers' compensation insurance (statutory coverage) with
employer's liability in amounts not less than $1,000,000 insurance sufficient to
comply with all laws; and


	With respect to making of any Alterations or the like
(other than the Tenant Improvements, which are governed by the Work Letter)
undertaken by Tenant, course of construction, commercial general liability,
automobile liability and workers' compensation (to be carried by Tenant's
contractor), in an amount and with coverage reasonably satisfactory to
Landlord.


	Each policy of liability insurance required to be carried
by Tenant pursuant to this paragraph or actually carried by Tenant with respect
to the Leased Premises or the Property: (i) shall, except with respect to
insurance required by subparagraph (a)(ii) and (vii) above, name Landlord, and
such others as are designated by Landlord, as additional insureds;
(ii) shall be primary insurance providing that the insurer shall be liable
for the full amount of the loss, up to and including the total amount of
liability set forth in the declaration of coverage, without the right of
contribution from or prior payment by any other insurance coverage of Landlord;
(iii) shall be in a form reasonably satisfactory to Landlord;
(iv) shall be carried with companies reasonably acceptable to Landlord with
Best's ratings of at least A and XI; (v) shall provide that such policy
shall not be subject to cancellation, lapse or change except after at least
thirty (30) days prior written notice to Landlord, and (vi) shall contain a
so-called "severability" or "cross liability" endorsement. Each policy of
property insurance maintained by Tenant with respect to the Leased Premises or
the Property or any property therein (i) shall provide that such policy
shall not be subject to cancellation, lapse or change except after at least
thirty (30) days prior written notice to Landlord and (ii) shall contain a
waiver and/or a permission to waive by the insurer of any right of subrogation
against Landlord, its partners, principals, members, officers, employees, agents
and contractors, which might arise by reason of any payment under such policy or
by reason of any act or omission of Landlord, its partners, principals, members,
officers, employees, agents and contractors.


	Prior to the time Tenant or any of its contractors enters
the Leased Premises, Tenant shall deliver to Landlord, with respect to each
policy of insurance required to be carried by Tenant pursuant to this Article, a
copy of such policy (appropriately authenticated by the insurer as having been
issued, premium paid) or a certificate of the insurer certifying in form
satisfactory to Landlord that a policy has been issued, premium paid, providing
the coverage required by this Paragraph and containing the provisions specified
herein. With respect to each renewal or replacement of any such insurance, the
requirements of this Paragraph must be complied with not less than thirty days
prior to the expiration or cancellation of the policies being renewed or
replaced. Landlord may, at any time and from time to time, inspect and/or copy
any and all insurance policies required to be carried by Tenant pursuant to this
Article. If Landlord's Lender, insurance broker, advisor or counsel reasonably
determines at any time that the amount of coverage set forth in Paragraph 9.1(a)
for any policy of insurance Tenant is required to carry pursuant to this Article
is not adequate, then Tenant shall increase the amount of coverage for such
insurance to such greater amount as Landlord's Lender, insurance broker, advisor
or counsel reasonably deems adequate, provided such insurance is customarily
maintained or required for projects similar to the Leased
Premises.


	Landlord's
Insurance. With respect to insurance maintained by
Landlord:



	Landlord shall maintain, as the minimum coverage required
of it by this Lease, fire and property damage insurance in so-called special
form coverage insuring Landlord (and such others as Landlord may designate)
against loss from physical damage to the Building Shells, and the Landlord's
Improvements with coverage of not less than one hundred percent (100%) of the
full actual replacement cost thereof and against loss of rents for a period of
not less than twelve (12) months. Such fire and property damage insurance, at
Landlord's election but without any requirements on Landlord's behalf to do so,
(i) may be written in so-called "all risk" form, excluding only those
perils commonly excluded from such coverage by Landlord's then property damage
insurer; and (ii)  may be endorsed to cover loss or damage caused by
any additional perils against which Landlord may elect to insure, including
earthquake and/or flood. Landlord shall not be required to cause such insurance
to cover any of the Removable Tenant Improvements or Tenant's personal property,
inventory, and trade fixtures, or any modifications, alterations or improvements
made or constructed by Tenant to or within the Leased Premises. Landlord shall
use commercially reasonable efforts to obtain such insurance at competitive
rates. In the event Landlord elects to carry earthquake insurance or is required
to carry earthquake insurance by any Lender, Landlord shall notify Tenant of the
rates and the deductibles obtained by Landlord for such insurance. Within ten
(10) days thereafter, Tenant shall have the right to propose lower cost
insurance, which Landlord may elect to take in its reasonable discretion;
provided, however, that in no event shall Landlord be required to take any
earthquake insurance that does not comply with the requirements (including any
maximum deductible) of any Lender.


	Landlord shall maintain commercial general liability
insurance insuring Landlord (and such others as are designated by Landlord)
against liability for personal injury, bodily injury, death, and damage to
property occurring in, on or about, or resulting from the use or occupancy of
the Property, or any portion thereof, with combined single limit coverage of at
least Five Million Dollars ($5,000,000). Landlord may carry such greater
coverage as Landlord or Landlord's Lender, insurance broker, advisor or counsel
may from time to time determine is reasonably necessary for the adequate
protection of Landlord and the Property.


	Landlord may maintain any other insurance which in the
opinion of its insurance broker, advisor or legal counsel is prudent in carry
under the given circumstances, provided such insurance is commonly carried by
owners of property similarly situated and operating under similar
circumstances.


	Mutual Waiver Of
Subrogation. Notwithstanding anything to the contrary in
this Lease, Landlord hereby releases Tenant and Tenant's shareholders, partners,
principals, members, officers, directors, agents, employees, contractors,
subtenants, successors, assigns, and servants, and Tenant hereby releases
Landlord and its respective partners, principals, members, officers, agents,
contractors, employees and servants, from any and all liability for loss, damage
or injury to the property of the other in or about the Leased Premises or the
Property which is caused by or results from a peril or event or happening which
is covered by insurance actually carried or required to be carried and in force
at the time of the loss by the party sustaining such loss; provided, however,
that such waiver shall be effective only to the extent not prohibited by the
insurance covering such loss and to the extent such insurance is not prejudiced
thereby. Each party shall use commercially reasonable efforts to cause each
insurance policy it obtains to provide that the insurer thereunder waives all
right of recovery by way of subrogation against the parties released above in
connection with any injury or damage covered by the policy. If such insurance
policy cannot be obtained with such waiver of subrogation, or if such waiver of
subrogation is only available at additional cost and the party for whose benefit
the waiver is not obtained does not pay such additional cost, then the party
obtaining such insurance shall immediately notify the other party of that
fact.

ARTICLE 10



Damage To Leased
Premises



	Landlord's Duty To
Restore. If the Leased Premises, the Buildings or the
Outside Area are damaged by any peril after the Effective Date of this Lease,
Landlord shall restore the same, as and when required by this paragraph, unless
this Lease is terminated by Landlord pursuant to Paragraph 10.3 or by Tenant
pursuant to Paragraph 10.4. If this Lease is not so terminated, then upon the
issuance of all necessary governmental permits, Landlord shall commence and
diligently prosecute to completion the restoration of the Building Shells, and
the Landlord's Improvements or the Outside Areas, as the case may be, to the
extent then allowed by law, to substantially the same condition in which it
existed as of the Lease Commencement Date. Landlord's obligation to restore
shall be limited to the improvements constructed by Landlord. Landlord shall
have no obligation to restore any Removable Tenant Improvements, or Alterations
made by Tenant to the Leased Premises or any of Tenant's personal property,
inventory or trade fixtures.


	Insurance
Proceeds. All insurance proceeds available from the fire
and property damage insurance carried by Landlord shall be paid to and become
the property of Landlord. All insurance proceeds available from the fire and
property damage insurance carried by Tenant shall be paid to and become the
property of Tenant. The determination of Landlord's property and Tenant's
property shall be made pursuant to Paragraph 6.2. In the event this Lease is not
terminated pursuant to Paragraphs 10.3 or 10.4 below, any insurance proceeds
received by Landlord in excess of $250,000 shall be paid directly to the Lender
for disbursement in accordance with the loan documents affecting the Property
or, if there is no Lender, shall be deposited into an escrow controlled solely
by Landlord for disbursement to fulfill Landlord's obligations under this Lease.



	Landlord's Right
To Terminate. Landlord shall have the option to
terminate this Lease in the event any of the following occurs, which option may
be exercised only by delivery to Tenant of a written notice of election to
terminate within thirty days after the date of such damage or
destruction:



	The Buildings are damaged by any peril covered by valid
and collectible insurance actually carried by Landlord and in force at the time
of such damage or destruction (an "insured peril") to such an extent that the
estimated cost to restore the Buildings exceeds the insurance proceeds available
to Landlord from insurance actually carried by Landlord plus any amount that the
Tenant agrees in writing to contribute towards restoration and actually deposits
such amounts in an escrow fund jointly controlled by Tenant and
Landlord;


	The Buildings are damaged by an uninsured peril, which
peril Landlord was not required to insure against pursuant to the provisions of
Article 9 of this Lease; provided, however, that, subject to the
requirements of any Lender, Landlord shall not have the right to terminate this
Lease if Tenant notifies Landlord in writing, within thirty (30) days after
Tenant receives Landlord's written notice of termination pursuant to this
Section 10.3, that Tenant will pay for the cost of restoration of the Leased
Premises, in excess of any insurance proceeds to be received by Landlord and
actually deposits such amounts in an escrow fund jointly controlled by Tenant
and Landlord.


	Tenant's Right To
Terminate. If the Leased Premises, the Buildings or the
Outside Area are damaged by any peril and Landlord does not elect to terminate
this Lease or is not entitled to terminate this Lease pursuant to this Article,
then as soon as reasonably practicable, Landlord shall furnish Tenant with the
written opinion of Landlord's architect or construction consultant as to when
the restoration work required of Landlord may be complete. Tenant shall have the
option to terminate this Lease in the event any of the following occurs, which
option may be exercised only by delivery to Landlord of a written notice of
election to terminate within seven days after Tenant receives from Landlord the
estimate of the time needed to complete such restoration:



	If the time estimated to substantially complete the
restoration exceeds twelve months from and after the date the architect's or
construction consultant's written opinion is delivered; or


	If the damage occurred within twelve months of the last
day of the Lease Term and the time estimated to substantially complete the
restoration exceeds one hundred eighty days from and after the date such
restoration is commenced.

If Landlord does not elect to terminate this Lease or is not
entitled to terminate this Lease pursuant to this Article and Landlord fails to
restore the improvements it is required to restore by this Article within
fifteen (15) months of the date the architect's or construction consultant's
written opinion is delivered, then Tenant also shall have the right to terminate
this Lease upon one hundred twenty (120) days written notice to Landlord
delivered after such fifteen (15) month period whereupon the Lease shall
terminate on the one hundred twentieth day after Landlord's receipt of such
notice; provided, however, that in the event Landlord does so restore pursuant
to its obligations under this Article within such one hundred twenty (120) day
period, Tenant's termination right shall be void and without force and
effect.


	Tenant's
Waiver. Landlord and Tenant agree that the provisions of
Paragraph 10.4 above, captioned "Tenant's Right To Terminate", are intended to
supersede and replace the provisions contained in California Civil Code, Section
1932, Subdivision 2, and California Civil Code, Section 1934, and accordingly,
Tenant hereby waives the provisions of such Civil Code Sections and the
provisions of any successor Civil Code Sections or similar laws hereinafter
enacted.


	Abatement Of
Rent. In the event of damage to the Leased Premises, the
Base Monthly Rent (and any Additional Rent) shall be temporarily abated during
the period of restoration by Landlord the Building Shells, or the Landlord's
Improvements or the Outside Areas in proportion in the degree to which Tenant's
use of the Leased Premises is impaired by such damage.

ARTICLE 11



Condemnation



	Tenant's Right To
Terminate. Except as otherwise provided in Paragraph
11.4 below regarding temporary takings, Tenant shall have the option to
terminate this Lease if, as a result of any taking, (i) all of the Leased
Premises is taken, or (ii) twenty-five percent (25%) or more of the Leased
Premises is taken and the part of the Leased Premises that remains cannot,
within a reasonable period of time, be made reasonably suitable for the
continued operation of Tenant's business. Tenant must exercise such option
within a reasonable period of time, to be effective on the later to occur of
(i) the date that possession of that portion of the Leased Premises that is
condemned is taken by the condemnor or (ii) the date Tenant vacated the
Leased Premises.


	Landlord's Right
To Terminate. Except as otherwise provided in Paragraph
11.4 below regarding temporary takings, Landlord shall have the option to
terminate this Lease if, as a result of any taking, (i) all of the Leased
Premises is taken, or (ii) estimated cost to restore the Buildings exceeds the
net proceeds available to Landlord from such taking plus any amount that the
Tenant agrees in writing to contribute towards restoration and actually deposits
such amounts in an escrow fund jointly controlled by Tenant and Landlord. Any
such option to terminate by Landlord must be exercised within a reasonable
period of time, to be effective as of the date possession is taken by the
condemnor.


	Restoration. If any part of the
Leased Premises or the Buildings are taken and this Lease is not terminated,
then Landlord shall, to the extent not prohibited by laws then in force,
promptly undertake and diligently complete the repair of any damage occasioned
thereby to the remainder thereof to a condition reasonably suitable for Tenant's
continued operations and otherwise, to the extent practicable, in the manner and
to the extent provided in Paragraph 10.1.


	Temporary
Taking. If a portion of the Leased Premises is
temporarily taken for a period of one year or less and such period does not
extend beyond the Lease Expiration Date, this Lease shall remain in effect. If
any portion of the Leased Premises is temporarily taken for a period which
exceeds one year or which extends beyond the Lease Expiration Date, then the
rights of Landlord and Tenant shall be determined in accordance with
Paragraphs 11.1 and 11.2 above.


	Division Of
Condemnation Award. Any award made for any taking of the
Property, the Buildings, or the Leased Premises, or any portion thereof, shall
belong to and be paid to Landlord, and Tenant hereby assigns to Landlord all of
its right, title and interest in any such award; provided, however, that Tenant
shall be entitled to receive any portion of the award that is made specifically
(i) for the taking of the Removable Tenant Improvements or Alterations
thereto, the personal property, inventory or trade fixtures belonging to Tenant,
or (ii) for the interruption of Tenant's business or its moving costs. The
rights of Landlord and Tenant regarding any condemnation shall be determined as
provided in this Article, and each party hereby waives the provisions of Section
1265.130 of the California Code of Civil Procedure, and the provisions of any
similar law hereinafter enacted, allowing either party to petition the Supreme
Court to terminate this Lease and/or otherwise allocate condemnation awards
between Landlord and Tenant in the event of a taking of the Leased
Premises.


	Abatement Of
Rent. In the event of a taking of the Leased Premises
which does not result in a termination of this Lease (other than a temporary
taking), then, as of the date possession is taken by the condemning authority,
the Base Monthly Rent shall be reduced in the same proportion that the fair
market rental value of the Leased Premises immediately after the taking (taking
into account any anticipated increase in the fair market rental value of the
Leased Premises by reason of any anticipated reconstruction) bears to the fair
market rental value of the Leased Premises immediately prior to such
taking.


	Taking
Defined. The term "taking" or "taken" as used in this
Article 11 shall mean any transfer or conveyance of all or any portion of the
Property to a public or quasi-public agency or other entity having the power of
eminent domain pursuant to or as a result of the exercise of such power by such
an agency, including any inverse condemnation and/or any sale or transfer by
Landlord of all or any portion of the Property to such an agency under threat of
condemnation or the exercise of such power.

ARTICLE 12



Default And Remedies




	Events Of Tenant's
Default. Tenant shall be in default of its obligations
under this Lease if any of the following events occur:



	Tenant shall have failed to pay Base Monthly Rent or any
Additional Rent when due; provided that Tenant shall be entitled to
receive written notice of late payment one time during each year of the Lease
Term, and with respect to that one late payment, Tenant shall not be in default
under this Paragraph 12.1(a) unless Tenant has failed to make the required
payment within three (3) days after such notice from Landlord. After the notice
has been given, Landlord shall not be required to provide any further notices to
Tenant. Each such notice shall be concurrent with, and not in addition to, any
notice required by applicable Laws; or


	Tenant shall have done or permitted to be done any act,
use or thing in its use, occupancy or possession of the Leased Premises or the
Building or the Outside Areas which is prohibited by the terms of this Lease
(including the Work Letter) or Tenant shall have failed to perform any term,
covenant, or condition of this Lease (including the Work Letter) (except those
requiring the payment of Base Monthly Rent or Additional Rent, which failures
shall be governed by subparagraph (a) above) and any such default under this
subparagraph 12.1(b) is not cured within thirty (30) days after written notice
from Landlord to Tenant specifying the nature of such default and requesting
Tenant to cure the same or within such longer period as is reasonably required
in the event such default is curable but not within such thirty (30) day period,
provided such cure is promptly commenced within such thirty (30) day
period and is thereafter diligently prosecuted to completion; or


	Tenant shall have sublet the Leased Premises or assigned
or encumbered its interest in this Lease in violation of the provisions
contained in Article 7, whether voluntarily or by operation of law; or


	Tenant shall have abandoned the Leased Premises;
or


	Tenant shall have permitted or suffered the sequestration
or attachment of, or execution on, or the appointment of a custodian or receiver
with respect to, all or any substantial part of the property or assets of Tenant
or any property or asset essential to the conduct of Tenant's business, and
Tenant shall have failed to obtain a return or release of the same within thirty
days thereafter, or prior to sale pursuant to such sequestration, attachment or
levy, whichever is earlier; or


	Tenant shall have made a general assignment of all or a
substantial part of its assets for the benefit of its creditors; or


	Tenant shall have allowed (or sought) to have entered
against it a decree or order which: (i) grants or constitutes an order for
relief, appointment of a trustee, or condemnation or a reorganization plan under
the bankruptcy laws of the United States; (ii) approves as properly filed a
petition seeking liquidation or reorganization under said bankruptcy laws or any
other debtor's relief law or similar statute of the United States or any state
thereof; or (iii) otherwise directs the winding up or liquidation of
Tenant; provided, however, if any decree or order was entered without Tenant's
consent or over Tenant's objection, Landlord may not terminate this Lease
pursuant to this Subparagraph if such decree or order is rescinded or reversed
within thirty days after its original entry; or


	Tenant shall have availed itself of the protection of any
debtor's relief law, moratorium law or other similar law which does not require
the prior entry of a decree or order.


	Landlord's
Remedies. In the event of any default by Tenant, and
without limiting Landlord's right to indemnification as provided in Article 8.2,
Landlord shall have the following remedies, in addition to all other rights and
remedies provided by law or otherwise provided in this Lease, to which Landlord
may resort cumulatively, or in the alternative:



	Landlord may, at Landlord's election, keep this Lease in
effect and enforce, by an action at law or in equity, all of its rights and
remedies under this Lease including, without limitation, (i) the right to
recover the rent and other sums as they become due by appropriate legal action,
(ii) the right to make payments required by Tenant, or perform Tenant's
obligations and be reimbursed by Tenant for the cost thereof with interest at
the then maximum rate of interest not prohibited by law from the date the sum is
paid by Landlord until Landlord is reimbursed by Tenant, and (iii) the
remedies of injunctive relief and specific performance to prevent Tenant from
violating the terms of this Lease and/or to compel Tenant to perform its
obligations under this Lease, as the case may be.


	Landlord may, at Landlord's election, terminate this
Lease by giving Tenant written notice of termination, in which event this Lease
shall terminate on the date set forth for termination in such notice, in which
event Tenant shall immediately surrender the Leased Premises to Landlord, and if
Tenant fails to do so, Landlord may, without prejudice to any other remedy which
it may have for possession or arrearages in rent, enter upon and take possession
of the Leased Premises and expel or remove Tenant and any other person who may
be occupying the Leased Premises or any part thereof, without being liable for
prosecution or any claim or damages therefor. Any termination under this
subparagraph shall not relieve Tenant from its obligation to pay to Landlord all
Base Monthly Rent and Additional Rent then or thereafter due, or any other sums
due or thereafter accruing to Landlord, or from any claim against Tenant for
damages previously accrued or then or thereafter accruing. In no event shall any
one or more of the following actions by Landlord, in the absence of a written
election by Landlord to terminate this Lease constitute a termination of this
Lease:



	Appointment of a receiver or keeper in order to protect
Landlord's interest hereunder;


	Consent to any subletting of the Leased Premises or
assignment of this Lease by Tenant, whether pursuant to the provisions hereof or
otherwise; or 


	Any action taken by Landlord or its partners, principals,
members, officers, agents, employees, or servants, which is intended to mitigate
the adverse effects of any breach of this Lease by Tenant, including, without
limitation, any action taken to maintain and preserve the Leased Premises on any
action taken to relet the Leased Premises or any portion thereof for the account
at Tenant and in the name of Tenant.


	In the event Tenant breaches this Lease and abandons the
Leased Premises, Landlord may terminate this Lease, but this Lease shall not
terminate unless Landlord gives Tenant written notice of termination. If
Landlord does not terminate this Lease by giving written notice of termination,
Landlord may enforce all its rights and remedies under this Lease, including the
right and remedies provided by California Civil Code Section 1951.4 ("lessor may
continue lease in effect after lessee's breach and abandonment and recover rent
as it becomes due, if lessee has right to sublet or assign, subject only to
reasonable limitations"), as in effect on the Effective Date of this
Lease.


	In the event Landlord terminates this Lease, Landlord
shall be entitled, at Landlord's election, to the rights and remedies provided
in California Civil Code Section 1951.2, as in effect on the Effective Date of
this Lease. For purposes of computing damages pursuant to Section 1951.2, an
interest rate equal to the maximum rate of interest then not prohibited by law
shall be used where permitted. Such damages shall include, without
limitation:



	The worth at the time of the award of the unpaid rent
which had been earned at the time of termination;


	The worth at the time of award of the amount by which the
unpaid rent for the balance of the term after the time of award exceeds the
amount of such rental loss that Tenant proves could be reasonably avoided,
computed by discounting such amount at the discount rate of the Federal Reserve
Bank of San Francisco, at the time of award plus one percent; and 


	Any other amount necessary to compensate Landlord for all
detriment proximately caused by Tenant's failure to perform Tenant's obligations
under this Lease, or which in the ordinary course of things would be likely to
result therefrom, including without limitation, the following: (i) expenses
for cleaning, repairing or restoring the Leased Premises, (ii) expenses for
altering, remodeling or otherwise improving the Leased Premises for the purpose
of reletting, including removal of existing leasehold improvements and/or
installation of additional leasehold improvements (regardless of how the same is
funded, including reduction of rent, a direct payment or allowance to a new
tenant, or otherwise), (iii) broker's fees allocable to the remainder of
the term of this Lease, advertising costs and other expenses of reletting the
Leased Premises; (iv) costs of carrying and maintaining the Leased
Premises, such as taxes, insurance premiums, utility charges and security
precautions, (v) expenses incurred in removing, disposing of and/or storing
any of Tenant's personal property, inventory or trade fixtures remaining
therein; (vi) reasonable attorney's fees, expert witness fees, court costs
and other reasonable expenses incurred by Landlord (but not limited to taxable
costs) in retaking possession of the Leased Premises, establishing damages
hereunder, and releasing the Leased Premises; and (vii) any other expenses,
costs or damages otherwise incurred or suffered as a result of Tenant's
default.


	Landlord's Default
And Tenant's Remedies. In the event Landlord fails to
perform its obligations under this Lease, Landlord shall nevertheless not be in
default under the terms of this Lease until such time as Tenant shall have first
given Landlord written notice specifying the nature of such failure to perform
its obligations, and then only after Landlord shall have had thirty (30) days
following its receipt of such notice within which to perform such obligations;
provided that, if longer than thirty (30) days is reasonably required in order
to perform such obligations, Landlord shall have such longer period. In the
event of Landlord's default as above set forth, then, and only then, Tenant may
cure such default and/or proceed in equity or at law to compel Landlord to
perform its obligations and/or to recover damages proximately caused by such
failure to perform (except as and to the extent Tenant has waived its right to
damages as provided in this Lease) and/or costs incurred by Tenant in remedying
Landlord's default.


	Limitation Of
Tenant's Recourse. Tenant's sole recourse against
Landlord shall be to Landlord's interest in the Property, the Buildings, the
Leased Premises, and the Outside Areas. If Landlord is a corporation, trust,
partnership, joint venture, limited liability company, unincorporated
association, or other form of business entity, Tenant agrees that (i) the
obligations of Landlord under this Lease shall not constitute personal
obligations of the officers, directors, trustees, partners, joint venturers,
members, owners, stockholders, or other principals of such business entity, and
(ii) Tenant shall have recourse only to the interest of such corporation,
trust, partnership, joint venture, limited liability company, unincorporated
association, or other form of business entity in the Property, the Buildings,
the Leased Premises, and the Outside Areas for the satisfaction of such
obligations and not against the assets of such officers, directors, trustees,
partners, joint venturers, members, owners, stockholders or principals.
Additionally, if Landlord is a partnership or limited liability company, then
Tenant covenants and agrees:



	No partner or member of Landlord shall be sued or named
as a party in any suit or action brought by Tenant with respect to any alleged
breach of this Lease (except to the extent necessary to secure jurisdiction over
the partnership or limited liability company, or to obtain the property subject
to execution pursuant to subpart (c), below, and then only for that sole
purpose);


	No service of process shall be made against any partner
or member of Landlord except for the sole purpose of securing jurisdiction over
the partnership or limited liability company, or to obtain the property subject
to execution pursuant to subpart (c), below; and 


	No writ of execution will ever be levied against the
assets of any partner or member of Landlord other than to the extent of his or
her interest in the assets of the partnership or limited liability company
constituting Landlord or the Property, the Buildings, the Leased Premises, or
the Outside Areas.

Tenant further agrees that each of the foregoing covenants
and agreements shall be enforceable by Landlord and by any partner or member of
Landlord and shall be applicable to any actual or alleged misrepresentation or
nondisclosure made regarding this Lease or the Leased Premises or any actual or
alleged failure, default or breach of any covenant or agreement either expressly
or implicitly contained in this Lease or imposed by statute or at common
law.


	Tenant's
Waiver. Landlord and Tenant agree that the provisions of
Paragraph 12.3 above are intended to supersede and replace the provisions of
California Civil Code Sections 1932(1), 1941 and 1942, and accordingly, Tenant
hereby waives the provisions of California Civil Code Sections 1932(1), 1941 and
1942 and/or any similar or successor law regarding Tenant's right to terminate
this Lease or to make repairs and deduct the expenses of such repairs from the
rent due under this Lease.

ARTICLE 13



General  Provisions




	Taxes On Tenant's
Property. Tenant shall pay before delinquency any and
all taxes, assessments, license fees, use fees, permit fees and public charges
of whatever nature or description levied, assessed or imposed against Tenant or
Landlord by a governmental agency arising out of, caused by reason of or based
upon Tenant's estate in this Lease, Tenant's ownership of property, improvements
made by Tenant to the Leased Premises or the Outside Areas, improvements made by
Landlord at Tenant's cost and for Tenant's use within the Leased Premises or the
Outside Areas, Tenant's use (or estimated use) of public facilities or services
or Tenant's consumption (or estimated consumption) of public utilities, energy,
water or other resources (collectively, "Tenant's Interest"). Upon demand by
Landlord, Tenant shall furnish Landlord with satisfactory evidence of these
payments. If any such taxes, assessments, fees or public charges are levied
against Landlord, Landlord's property, the Buildings or the Property, or if the
assessed value of the Buildings or the Property is increased by the inclusion
therein of a value placed upon Tenant's Interest, regardless of the validity
thereof, Landlord shall have the right to require Tenant to pay such taxes, and
if not paid and satisfactory evidence of payment delivered to Landlord at least
ten days prior to delinquency, then Landlord shall have the right to pay such
taxes on Tenant's behalf and to invoice Tenant for the same. Tenant shall,
within the earlier to occur of (a) thirty (30) days of the date it receives an
invoice from Landlord setting forth the amount of such taxes, assessments, fees,
or public charge so levied, or (b) the due date of such invoice, pay to
Landlord, as Additional Rent, the amount set forth in such invoice. Failure by
Tenant to pay the amount so invoiced within such time period shall be
conclusively deemed a default by Tenant under this Lease. Tenant shall have the
right to bring suit in any court of competent jurisdiction to recover from the
taxing authority the amount of any such taxes, assessments, fees or public
charges so paid.


	Holding
Over. This Lease shall terminate without further notice
on the Lease Expiration Date (as set forth in Article 1). Any holding over by
Tenant after expiration of the Lease Term shall neither constitute a renewal nor
extension of this Lease nor give Tenant any rights in or to the Leased Premises
except as expressly provided in this Paragraph. Any such holding over to which
Landlord has consented shall be construed to be a tenancy from month to month
(except if Landlord has otherwise agreed to a shorter term, in which case Base
Monthly Rent shall be pro-rated), on the same terms and conditions herein
specified insofar as applicable, except that the Base Monthly Rent shall be
increased to an amount equal to one hundred fifty percent (150%) of the Base
Monthly Rent payable during the last full month immediately preceding such
holding over. Tenant acknowledges that if Tenant holds over without Landlord's
consent, such holding over may compromise or otherwise affect Landlord's ability
to enter into new leases with prospective tenants regarding the Leased Premises.
Therefore, if Tenant fails to surrender the Leased Premises upon the expiration
or termination of this Lease, Base Monthly Rent shall be increased to one
hundred fifty percent (150%) of the Base Monthly Rent payable during the last
full month immediately preceding such holding over, and in addition to any other
liabilities to Landlord accruing therefrom, Tenant shall protect, defend,
indemnify and hold Landlord harmless from and against all claims resulting from
such failure, including, without limiting the foregoing, any claims made by any
succeeding tenant founded upon such failure to surrender, and any losses
suffered by Landlord, including lost profits, resulting from such failure to
surrender. 


	Subordination To
Mortgages. This Lease is subject to and subordinate to
all ground leases, mortgages and deeds of trust which affect the Buildings or
the Property and which are of public record as of the Effective Date of this
Lease as reflected on the pro-forma title policy attached hereto as Attachment B
to Exhibit E. Tenant agrees to execute a Subordination, Non-Disturbance
and Attornment Agreement in the form attached hereto as Exhibit G within
one (1) business day of Landlord's request. Notwithstanding the foregoing, if
the lessor under any such ground lease or any lender holding any such mortgage
or deed of trust shall advise Landlord that it desires or requires this Lease to
be made prior and superior thereto, then, upon written request of Landlord to
Tenant, Tenant shall promptly execute, acknowledge and deliver any and all
customary or reasonable documents or instruments which Landlord and such lessor
or lender deems necessary or desirable to make this Lease prior thereto. Tenant
hereby consents to Landlord's ground leasing the land underlying the Buildings
or the Property and/or encumbering the Buildings or the Property as security for
future loans on such terms as Landlord shall desire, all of which future ground
leases, mortgages or deeds of trust shall be subject to and subordinate to this
Lease. However, if any lessor under any such future ground lease or any lender
holding such future mortgage or deed of trust shall desire or require that this
Lease be made subject to and subordinate to such future ground lease, mortgage
or deed of trust, then Tenant agrees, within ten days after Landlord's written
request therefor, to execute, acknowledge and deliver to Landlord any and all
customary documents or instruments requested by Landlord or by such lessor or
lender as may be necessary or proper to assure the subordination of this Lease
to such future ground lease, mortgage or deed of trust, but only if such lessor
or lender agrees to recognize Tenant's rights under this Lease and agrees not to
disturb Tenant's quiet possession of the Leased Premises so long as Tenant is
not in default under this Lease. If Landlord assigns the Lease as security for a
loan, Tenant agrees to execute such documents as are reasonably requested by the
lender and to provide reasonable provisions in the Lease protecting such
lender's security interest which are customarily required by institutional
lenders making loans secured by a deed of trust (which may not be in the form
attached as Exhibit G). 


	Tenant's
Attornment Upon Foreclosure. Tenant shall, upon request,
attorn (i) to any purchaser of the Buildings or the Property at any
foreclosure sale or private sale conducted pursuant to any security instruments
encumbering the Buildings or the Property, (ii) to any grantee or
transferee designated in any deed given in lieu of foreclosure of any security
interest encumbering the Buildings or the Property, or (iii) to the lessor
under an underlying ground lease of the land underlying the Buildings or the
Property, should such ground lease be terminated; provided that such purchaser,
grantee or lessor recognizes Tenant's rights under this Lease and agrees to
perform the obligations of the Landlord under this Lease.


	Mortgagee
Protection. In the event of any default on the part of
Landlord, Tenant will give notice by registered mail to any Lender or lessor
under any underlying ground lease who shall have requested, in writing, to
Tenant that it be provided with such notice, and Tenant shall offer such Lender
or lessor a reasonable opportunity of not less than thirty (30) days to cure the
default, provided that, if longer than thirty (30) days is reasonably required
in order to perform such obligations, any Lender or lessor shall have such
longer period if Lender or lessor commences to cure the default during that
period and diligently prosecutes such cure to completion.


	Estoppel
Certificate. Tenant will, following any request by
Landlord, promptly execute and deliver to Landlord's Lender or any prospective
purchaser of Landlord's interest in the Leased Premises or any portion thereof,
and Landlord will, following any request by Tenant, promptly execute and
delivery to Tenant's lender, any prospective purchaser or merger party with
respect to a Tenant business located in the Leased Premises, any prospective
assignee of the Lease or any portion thereof or interest therein, or any
prospective subtenant of the Lease, an estoppel certificate substantially in
form attached as Exhibit D, (i) certifying that this Lease is
unmodified and in full force and effect, or, if modified, stating the nature of
such modification and certifying that this Lease, as so modified, is in full
force and effect, (ii) stating the date to which the rent and other charges
are paid in advance, if any, (iii) acknowledging that there are not, to
such party's knowledge, any uncured defaults on the part of the other party
hereunder, or specifying such defaults if any are known and claimed, and
(iv) certifying such other information about this Lease as may be
reasonably requested by the requesting party or the intended recipient. A
party's failure to execute and deliver such estoppel certificate within ten days
after receipt of a written request therefor shall be a material default under
this Lease, and the requesting party shall have all of the rights and remedies
available in the case of any other material default by the defaulting party,
including the right to sue for damages proximately caused thereby, it being
agreed and understood by Tenant that Tenant's failure to so deliver such
estoppel certificate in a timely manner could result in a requesting party being
unable to perform committed obligations to other third parties which were made
by the requesting in reliance upon this covenant. Landlord and Tenant intend
that any statement delivered pursuant to this paragraph may be relied upon only
by the intended recipient and not by the parties to this Lease.


	Tenant's Financial
Information. If Tenant is not an SEC reporting company,
Tenant shall, within ten (10) business days after Landlord's request therefor,
deliver to Landlord a copy of Tenant's current financial statements (including a
balance sheet, income statement and statement of cash flow, all prepared in
accordance with generally accepted accounting principles) and any such other
information reasonably requested by Landlord regarding Tenant's financial
condition. Landlord shall be entitled to disclose such financial statements or
other information to its Lender, to any present or prospective principal of or
investor in Landlord, or to any prospective Lender or purchaser of the
Buildings, the Property, or any portion thereof or interest therein. Any such
financial statement or other information which is marked "confidential" or
"company secrets" (or is otherwise similarly marked by Tenant) shall be
confidential and shall not be disclosed by Landlord or the recipient to any
third party except as specifically provided in this paragraph, unless the same
becomes a part of the public domain without the fault of Landlord.


	Transfer By
Landlord. Landlord and its successors in interest shall
have the right to transfer their interest in the Buildings, the Property, or any
portion thereof at any time and to any person or entity. In the event of any
such transfer, the Landlord originally named herein (and in the case of any
subsequent transfer, the transferor), from the date of such transfer,
(i) shall be automatically relieved, without any further act by any person
or entity, of all liability for the performance of the obligations of the
Landlord hereunder which may accrue after the date of such transfer and
(ii) shall be relieved of all liability for the performance of the
obligations of the Landlord hereunder which have accrued before the date of
transfer if its transferee agrees to assume and perform all such prior
obligations of the Landlord hereunder. Tenant shall attorn to any such
transferee. After the date of any such transfer, the term "Landlord" as used
herein shall mean the transferee of such interest in the Buildings or the
Property.


	Force
Majeure. The obligations of each of the parties under
this Lease (other than the obligations to pay money and the obligations and
termination rights of the parties under Article 17) shall be temporarily excused
if such party is prevented or delayed in performing such obligations by reason
of any strikes, lockouts or labor disputes; government restrictions,
regulations, controls, action or inaction; civil commotion; or weather which
prevents contractors from working, fire or other acts of God beyond the
reasonable control of the party required to perform ("Force Majeure").


	Notices. Any notice required or
permitted to be given under this Lease shall be in writing and (i) personally
delivered, (ii) sent by United States mail, registered or certified mail,
postage prepaid, return receipt requested, (iii) sent by Federal Express or
similar nationally recognized overnight courier service, or (iv) transmitted by
facsimile with a hard copy sent within one (1) business day by any of the
foregoing means, and in all cases addressed as follows at the address specified
below (or such other addresses as may be specified by notice in the foregoing
manner) as indicated on the return receipt or air bill:

If to Landlord:Drawbridge/Forbes, LLC

20 La Ferrera Terrace

San Francisco, California 94133

Attention: Mark Whiting

Facsimile: (415) 391-4430

with a copy to:Cooley Godward LLP

One Maritime Plaza

20th Floor

San Francisco, California 94111

Attention: Paul Churchill

Facsimile: (415) 951-3699

If to Tenant:Prior to the Rent Commencement Date:

Cell Genesys, Inc.

342 Lakeside Drive

Foster City, California 94404

Attention: Chief Financial Officer

After the Rent Commencement Date:

At the Leased Premises.

with a copy to:Wilson Sonsini Goodrich & Rosati

650 Page Mill Road

Palo Alto, California 94304-1050

Attention: Real Estate Department

Facsimile: (650)493-6811

Any notice given in accordance with the foregoing shall be
deemed received upon the date that is the earlier of (a) actual receipt or
delivery; (b) refusal to accept delivery; or (c) attempted delivery if the
addressee changed addresses but failed to notify the other party in the manner
called for under this Lease.


	Attorneys'
Fees. In the event any party shall bring any action,
arbitration proceeding or legal proceeding alleging a breach of any provision of
this Lease, to recover rent, to terminate this Lease, or to enforce, protect,
determine or establish any term or covenant of this Lease or rights or duties
hereunder of either party, the prevailing party shall be entitled to recover
from the non-prevailing party as a part of such action or proceeding, or in a
separate action for that purpose brought within one year from the determination
of such proceeding, reasonable attorneys' fees, expert witness fees, court costs
and other reasonable expenses incurred by the prevailing party.


	Definitions. Any term that is given
a special meaning by any provision in this Lease shall, unless otherwise
specifically stated, have such meaning wherever used in this Lease or in any
Addenda or amendment hereto. In addition to the terms defined in Article 1, the
following terms shall have the following meanings:



	Real Property
Taxes. The term "Real Property Tax" or "Real Property
Taxes" shall each mean Tenant's Expense Share of (i) all taxes,
assessments, levies and other charges of any kind or nature whatsoever, general
and special, foreseen and unforeseen (including all instruments of principal and
interest required to pay any general or special assessments for public
improvements and any increases resulting from reassessments caused by any change
in ownership or new construction), now or hereafter imposed by any governmental
or quasi-governmental authority or special district having the direct or
indirect power to tax or levy assessments, which are levied or assessed for
whatever reason against the Property or any portion thereof, or Landlord's
interest herein, or the fixtures, equipment and other property of Landlord that
is an integral part of the Property and located thereon, or Landlord's business
of owning, leasing or managing the Property or the gross receipts, income or
rentals from the Property, (ii) all charges, levies or fees imposed by any
governmental authority against Landlord by reason of or based upon the use of or
number of parking spaces within the Property, the amount of public services or
public utilities used or consumed (e.g. water, gas, electricity, sewage or waste
water disposal) at the Property, the number of person employed by tenants of the
Property, the size (whether measured in area, volume, number of tenants or
whatever) or the value of the Property, or the type of use or uses conducted
within the Property, and all costs and fees (including attorneys' fees)
reasonably incurred by Landlord in contesting any Real Property Tax and in
negotiating with public authorities as to any Real Property Tax. If, at any time
during the Lease Term, the taxation or assessment of the Property prevailing as
of the Effective Date of this Lease shall be altered so that in lieu of or in
addition to any the Real Property Tax described above there shall be levied,
awarded or imposed (whether by reason of a change in the method of taxation or
assessment, creation of a new tax or charge, or any other cause) an alternate,
substitute, or additional use or charge (i) on the value, size, use or
occupancy of the Property or Landlord's interest therein or (ii) on or
measured by the gross receipts, income or rentals from the Property, or on
Landlord's business of owning, leasing or managing the Property or
(iii) computed in any manner with respect to the operation of the Property,
then any such tax or charge, however designated, shall be included within the
meaning of the terms "Real Property Tax" or "Real Property Taxes" for purposes
of this Lease. If any Real Property Tax is partly based upon property or rents
unrelated to the Property, then only that part of such Real Property Tax that is
fairly allocable to the Property shall be included within the meaning of the
terms "Real Property Tax" or "Real Property Taxes." Notwithstanding the
foregoing, the terms "Real Property Tax" or "Real Property Taxes" shall not
include estate, inheritance, transfer, gift or franchise taxes of Landlord or
the federal or state income tax imposed on Landlord's income from all
sources.


	Landlord's
Insurance Costs. The term "Landlord's Insurance Costs"
shall mean Tenant's Expense Share of the costs to Landlord to carry and maintain
the policies of fire and property damage insurance for the Buildings and the
Property and general liability and any other insurance required or permitted to
be carried by Landlord pursuant to Article 9, together with any deductible
amounts paid by Landlord upon the occurrence of any insured casualty or loss.
Notwithstanding the foregoing "Landlord's Insurance Cost" shall not include
increases in insurance costs caused by Existing Hazardous Materials or
Landlord's Post Commencement Hazardous Materials.


	Property
Maintenance Costs. The term "Property Maintenance Costs"
shall mean Tenant's Expense Share of all costs and expenses (except Landlord's
Insurance Costs and Real Property Taxes) paid or incurred by Landlord in
protecting, operating, maintaining, repairing and preserving the Property and
all parts thereof, including without limitation, (i) professional management
fees equal to 3% of Base Monthly Rent, (ii) the amortizing portion of any costs
incurred by Landlord in the making of any repairs, replacements, modifications,
alterations or improvements required by any governmental authority as set forth
in Article 6, which are so amortized during the Lease Term, and (iii) such
other costs as may be paid or incurred with respect to operating, maintaining,
and preserving the Property, such as repairing and resurfacing the exterior
surfaces of the Buildings (including roofs), repairing and resurfacing paved
areas, repairing and replacing structural parts of the Buildings, and repairing
and replacing, when necessary, electrical, plumbing, heating, ventilating and
air conditioning systems serving the Buildings. To the extent any of the
foregoing items described in clause (iii) constitute capital repairs or
replacements under generally accepted accounting principles, consistently
applied, then only the amortizing portion of such capital repairs or
replacements shall constitute Property Maintenance Costs; such amortization
shall be over the useful life of the applicable repair or replacement, and shall
employ an interest rate of Wells Prime Plus Two.


	Property Operating
Expenses. The term "Property Operating Expenses" shall
mean and include all Real Property Taxes, plus all Landlord's Insurance Costs,
plus all Property Maintenance Costs.


	Law. The term "Law" shall mean any
judicial decisions and any statute, constitution, ordinance, resolution,
regulation, rule, administrative order, or other requirements of any municipal,
county, state, federal, or other governmental agency or authority having
jurisdiction over the parties to this Lease, the Leased Premises, the Buildings
or the Property, or any of them, including, without limitation, any regulation,
order, or policy of any quasi-official entity or body (e.g. a board of fire
examiners or a public utility or special district).


	Lender. The term "Lender" shall mean
the holder of any promissory note or other evidence of indebtedness secured by a
recorded deed of trust or mortgage upon the Property or any portion
thereof.


	Private
Restrictions. The term "Private Restrictions" shall mean
(as they may exist from time to time) any and all covenants, conditions and
restrictions, private agreements, easements, and any other recorded documents or
instruments affecting the use of the Property, the Buildings, the Leased
Premises, or the Outside Areas.


	Rent. The term "Rent" shall mean
collectively Base Monthly Rent and all Additional Rent.


	General
Waivers. One party's consent to or approval of any act
by the other party requiring the first party's consent or approval shall not be
deemed to waive or render unnecessary the first party's consent to or approval
of any subsequent similar act by the other party. No waiver of any provision
hereof, or any waiver of any breach of any provision hereof, shall be effective
unless in writing and signed by the waiving party. The receipt by Landlord of
any rent or payment with or without knowledge of the breach of any other
provision hereof shall not be deemed a waiver of any such breach. No waiver of
any provision of this Lease shall be deemed a continuing waiver unless such
waiver specifically states so in writing and is signed by both Landlord and
Tenant. No delay or omission in the exercise of any right or remedy accruing to
either party upon any breach by the other party under this Lease shall impair
such right or remedy or be construed as a waiver of any such breach theretofore
or thereafter occurring. The waiver by either party of any breach of any
provision of this Lease shall not be deemed to be a waiver of any subsequent
breach of the same or any other provisions herein contained.


	Miscellaneous. Should any provisions
of this Lease prove to be invalid or illegal, such invalidity or illegality
shall in no way affect, impair or invalidate any other provisions hereof, and
such remaining provisions shall remain in full force and effect. Time is of the
essence with respect to the performance of every provision of this Lease in
which time of performance is a factor. Any copy of this Lease which is executed
by the parties shall be deemed an original for all purposes. This Lease shall,
subject to the provisions regarding assignment, apply to and bind the respective
heirs, successors, executors, administrators and assigns of Landlord and Tenant.
The term "party" shall mean Landlord or Tenant as the context implies. If Tenant
consists of more than one person or entity, then all members of Tenant shall be
jointly and severally liable hereunder. Submission of this Lease for review,
examination or signature by Tenant does not constitute an offer to lease, a
reservation of or an option for lease, and notwithstanding any inconsistent
language contained in any other document, this Lease is not effective as a lease
or otherwise until execution and delivery by both Landlord and Tenant. This
Lease shall be construed and enforced in accordance with the Laws of the State
in which the Leased Premises are located. The captions in this Lease are for
convenience only and shall not be construed in the construction or
interpretation of any provision hereof. When the context of this Lease requires,
the neuter gender includes the masculine, the feminine, a partnership,
corporation, limited liability company, joint venture, or other form of business
entity, and the singular includes the plural. The terms "must," "shall," "will,"
and "agree" are mandatory. The term "may" is permissive. When a party is
required to do something by this Lease, it shall do so at its sole cost and
expense without right of reimbursement from the other party unless specific
provision is made therefor. The term "governmental agency" or "governmental
authority" or similar terms shall include, without limitation, all federal,
state, city, local and other governmental and quasi-governmental agencies,
authorities, bodies, boards, etc., and any party or parties having enforcement
rights under any Private Restrictions. Where Landlord's consent is required it
shall be deemed reasonable for Landlord to withhold its consent if a Lender
withholds its consent (provided Landlord uses commercially reasonable efforts to
obtain Lender's consent). Landlord and Tenant shall both be deemed to have
drafted this Lease, and the rule of construction that a document is to be
construed against the drafting party shall not be employed in the construction
or interpretation of this Lease. Where a party is obligated not to perform any
act or is not permitted to perform any act, the party is also obligated to
restrain any others reasonably within its control, including agents, invitees,
contractors, subcontractors and employees, from performing such act. Landlord
shall not become or be deemed a partner or a joint venturer with Tenant by
reason of any of the provisions of this Lease.


	Parking and
Traffic. Without in any way limiting any other provision
of this Lease, Landlord and Tenant agree as follows:



	Landlord has advised Tenant that the approval of the
development and construction of the Buildings and improvement of the balance of
the Property (collectively, the "Project") by the City is or will be conditioned
upon, among other things, Landlord's development and implementation of a
Transportation Demand Management Plan (the "TDMP") pursuant to which
Landlord is required to undertake various measures to try to reduce the volume
of traffic generated by the Project. Landlord shall be responsible for obtaining
the initial permit for and approval of the TDMP from the City. Tenant shall be
responsible for compliance with all aspects of the TDMP so approved and the
costs arising therefrom, including but not limited to (i)  designating one
of its employees to act as a liaison with Landlord in facilitating and
coordinating such programs as may be required from time to time by governmental
agencies and/or by the terms of the TDMP to reduce the traffic generated by the
Project (as required by the City as part of the conditions of approval of this
project) and to facilitate and encourage the use of public transportation,
(ii) making reasonable efforts to encourage cooperation and participation
by Tenant's employees in the programs implemented from time to time pursuant to
the TDMP, including (but not limited to) programs described in this Paragraph
13.15, and (iii)  cooperating with Landlord in identifying an appropriate
area within the Buildings where an information kiosk can be maintained for the
dissemination of transportation-related information, to be updated from time to
time by Landlord's designated transportation coordinator.


	Tenant also acknowledges that Landlord has informed
Tenant that: (1) In order to be consistent with the TDMP, it is expected that a
specified percentage (presently anticipated to be ten percent (10%) of Project
parking spaces will be designated for carpool, vanpool and clean fuel vehicles.
Among other things, the City may or will require that Landlord charge a monthly
parking fee for each parking space allocated to tenants and their employees. (2)
The monthly fee per parking space is not yet known by Landlord, but monthly fee
per parking space in another recently approved project in the City (the
"Brittannia Oyster Point Project") was $20 per parking space for each of the
first five (5) years after the applicable rent commencement date, $30 per
parking space for years six (6) through ten (10) after the applicable rent
commencement date, and $40 per parking space for years eleven (11) through
fifteen (15) after the applicable rent commencement date. (3) The policies and
requirements of the City may require or suggest that Tenant pass through these
parking charges to Tenant's employees using the spaces.


	On or about the date Tenant commences business in the
Building, Landlord intends to provide Tenant with an appropriate number of
packets of employee transportation information, presently expected to include
(but not be limited to) information about carpool parking; schedules and maps
for SamTrans, Caltrain, BART and shuttle services operating to and from the
Property; and a bicycle map. Landlord shall thereafter provide updated copies of
the employee transportation information packet to Tenant from time to time, as
appropriate, and shall make additional copies of the packet available to Tenant
from time to time, upon request by Tenant, for new employees. Tenant shall
distribute copies of the employee transportation information packet to all
employees commuting to the Property at the time Tenant commences business in the
Building, shall thereafter distribute copies of the packet to new employees from
time to time, and shall distribute updated packets to all employees from time to
time when and as such updated packets are furnished to Tenant by
Landlord.


	Landlord expects to be required to conduct, pursuant to
the TDMP, annual surveys of its tenants and their employees regarding both
quantitative and qualitative aspects of commuting and transportation patterns at
the Project. Landlord anticipates that these surveys will be prepared,
administered and analyzed by an independent transportation consultant retained
by the City, and will be summarized by that consultant in an annual report to be
submitted by that consultant to the City and the City of South San Francisco
Redevelopment Agency (the "Redevelopment Agency") with respect to the Project.
Tenant shall cooperate with Landlord, and use reasonable efforts to cause
Tenant's employees to cooperate, in the completion and return of such surveys
from time to time, when and as requested by Landlord. Tenant acknowledges and
understands that employees who fail to respond to such surveys may be counted as
drive-alone commuters under the TDMP provisions.


	Landlord has advised Tenant that: (1) Pursuant to
conditions imposed or expected to be imposed by the City and the Redevelopment
Agency, Landlord may incur financial penalties if implementation of the TDMP at
the Project fails to achieve a target rate of at least some minimum percentage
(thirty-five percent (35%) at the Britannia Oyster Point Project) alternative
mode transportation usage (the "Alternative Mode Standard") by employees working
at the Project, as reflected in the surveys conducted pursuant to Paragraph
13.15(d) above. (2) Any such financial penalties shall be imposed by the
Redevelopment Agency, in its sole discretion, based on its review of the annual
reports submitted from time to time pursuant to Paragraph 13.15(d) above. (3)
The amount of such financial penalties for the Britannia Oyster Point Project
were set at $15,000 per year for each percentage point (if any) by which, after
a phase-in period (two (2) years after the granting of a certificate of
occupancy) for each building, the aggregate rate of alternative mode
transportation usage by employees throughout the Britannia Oyster Point Project
falls short of the Alternative Mode Standard. If any such financial penalties
are imposed on Landlord for failure to meet the Alternative Mode Standard on a
Project-wide basis for any applicable survey period, then Landlord shall be
entitled to pass such financial penalties through to all tenants of the Project
whose employees have failed to demonstrate (pursuant to the applicable surveys)
compliance with the Alternative Mode Standard for the applicable period (each
such tenant being hereinafter referred to as a "Noncomplying Tenant" for that
period), in which event the actual penalty amount shall be allocated among the
Noncomplying Tenants for the applicable period in the following manner: Each
Noncomplying Tenant shall be liable for a portion of the applicable penalty
amount equal to a fraction, the numerator of which is the number of employees by
which such Noncomplying Tenant fell short of meeting the Alternative Mode
Standard for the applicable period and the denominator of which is the sum of
the respective numbers of employees by which all Noncomplying Tenants, in the
aggregate, fell short of meeting the Alternative Mode Standard for the
applicable period. Each such Noncomplying Tenant shall pay its share of the
applicable penalty amount to Landlord within thirty (30) days after receipt of
written demand from Landlord, accompanied by supporting documentation evidencing
the applicable penalty amount, as provided by the Redevelopment Agency or its
consultant, and demonstrating in reasonable detail the calculation of such
Noncomplying Tenant's share of that penalty amount. Under no circumstances shall
Tenant be required to bear any portion of any penalties contemplated in this
paragraph with respect to any period as to which Tenant can demonstrate that its
employees, as evidenced by the applicable survey(s) for that period, met the
Alternative Mode Standard. If Tenant subleases any portion(s) of the Buildings
from time to time, then for purposes of this Paragraph 13.15, as between Tenant
and Landlord, Tenant shall be fully and solely responsible for compliance by its
subtenant(s) and their employees with the requirements of this Paragraph 13.15,
and all surveys and reports submitted by Tenant to Landlord and/or to the
independent consultant pursuant to this Paragraph 13.15 shall cover the entirety
of the Buildings and shall report figures for Tenant and its subtenant(s) on an
aggregate basis. Nothing in the preceding sentence, however, shall preclude
Tenant, as between itself and its subtenant(s), from allocating to such
subtenant(s) in the applicable sublease agreement any compliance obligations
and/or penalty reimbursement obligations under this Paragraph 13.15(e), but no
such allocation shall be binding on Landlord or require Landlord to deal
directly with any such subtenant(s) regarding the matters addressed in this
Paragraph 13.15. If Tenant believes, reasonably and in good faith, that there
are circumstances particular to the nature of Tenant's business operations that
would justify a mitigation of penalties and/or a modification of the
implementation of the TDMP as applied to Tenant's business, and requests in
writing (with supporting information describing, in reasonable detail, the
circumstances on which Tenant is relying) that Landlord present such mitigation
or modification arguments to the Redevelopment Agency, or it Tenant has other
good reason to challenge the imposition of any cost or penalty which Tenant
would bear with respect to the TDMP, then Landlord shall forward such arguments
to the Redevelopment Agency, but Tenant acknowledges and understands that any
decision with respect to such mitigation and/or modification arguments will be
in the sole discretion of the Redevelopment Agency and agrees that Landlord
shall have no liability to Tenant if such mitigation and/or modification
arguments or other contest are not accepted by the Redevelopment Agency provided
however, that Landlord shall cooperate with Tenant (at Tenant's cost) in
contesting any cost or penalty.

ARTICLE 14



Authority

Brokers And Entire Agreement



	Authority. 



	If Tenant is a corporation, each individual executing
this Lease on behalf of such corporation represents and warrants on behalf the
Tenant and not in his/her personal capacity, that Tenant is validly formed and
duly authorized and existing, that Tenant is qualified to do business in the
State in which the Leased Premises are located, that Tenant has the full right
and legal authority to enter into this Lease, and that he or she is duly
authorized to execute and deliver this Lease on behalf of Tenant in accordance
with its terms. Tenant shall, within thirty days after execution of this Lease,
deliver to Landlord a certified copy of the resolution of its board of directors
authorizing or ratifying the execution of this Lease and if Tenant fails to do
so, Landlord at its sole election may elect to terminate this Lease, if Tenant
fails to provide such resolution within three (3) business days following
Landlord's written notice to Tenant that it intends to terminate this Lease as a
consequence of non-delivery of such resolutions.


	Each individual executing this Lease on behalf of
Landlord represents and warrants, on behalf of Landlord and not in his/her
personal capacity, that Landlord is validly formed and duly authorized and
existing, that Landlord is qualified to do business in the State in which the
Leased Premises are located, that Landlord has the full right and legal
authority to enter into this Lease, and that he or she is duly authorized to
execute and deliver this Lease on behalf of Landlord in accordance with its
terms. Landlord shall deliver to Tenant within thirty days after execution of
this Lease, a resolution of the members of Landlord authorizing the execution of
this Lease and the transactions contemplated hereby.


	Brokerage
Commissions. Tenant represents, warrants and agrees that
it has not had any dealings with any real estate broker(s), leasing agent(s),
finder(s) or salesmen, other than the Brokers (as named in Article 1) with
respect to the lease by it of the Leased Premises pursuant to this Lease, and
that it will indemnify, defend with competent counsel, and hold Landlord
harmless from any liability for the payment of any real estate brokerage
commissions, leasing commissions or finder's fees claimed by any other real
estate broker(s), leasing agent(s), finder(s), or salesmen (other than the
Broker named in Article 1) to be earned or due and payable by reason of Tenant's
agreement or promise (implied or otherwise) to pay (or to have Landlord pay)
such a commission or finder's fee by reason of its leasing the Leased Premises
pursuant to this Lease. Landlord represents, warrants and agrees that it has not
had any dealings with any real estate broker(s), leasing agent(s), finder(s) or
salesmen, other than the Brokers (as named in Article 1) and that it will pay
and be solely liable for any real estate brokerage commissions, leasing
commissions or finder's fees payable to the Brokers named in Article 1.



	Entire
Agreement. This Lease and the Exhibits (as described in
Article 1), which Exhibits are by this reference incorporated herein, constitute
the entire agreement between the parties, and there are no other agreements,
understandings or representations between the parties relating to the lease by
Landlord of the Leased Premises to Tenant, except as expressed herein. No
subsequent changes, modifications or additions to this Lease shall be binding
upon the parties unless in writing and signed by both Landlord and
Tenant.


	Representations. Tenant and Landlord
acknowledge that neither party nor any of its agents made any representations or
warranties respecting the Property, the Buildings or the Leased Premises, upon
which the other party relied in entering into the Lease, which are not expressly
set forth in this Lease. Tenant further acknowledges that neither Landlord nor
any of its agents made any representations as to (i) whether the Leased Premises
may be used for Tenant's intended use under existing Law, or (ii) the
suitability of the Leased Premises for the conduct of Tenant's business, or
(iii) the exact number of Rentable Square Feet, and that Tenant relies solely
upon the terms of this Lease and its own investigations with respect to such
matters. Tenant and Landlord expressly waive any and all claims for damage by
reason of any statement, representation, warranty, promise or other agreement of
the other party or its agent(s), if any, not contained in this Lease or in any
Exhibit attached hereto.


	Approvals. Except where a standard
or time is expressly set forth in the Lease, whenever the Lease requires an
approval, consent, designation, determination or judgment by either Landlord or
Tenant, such approval, consent, designation, determination or judgment
(including, without limiting the generality of the foregoing, those required in
connection with assignment and subletting) shall not be unreasonably withheld or
delayed and in exercising any right or remedy hereunder, each party shall at all
times act reasonably and in good faith.


	Memorandum of
Lease; Termination Agreement. Concurrently with the
execution of this Lease: (a) Landlord and Tenant shall cause to be recorded a
Memorandum of this Lease in the form of Exhibit H attached hereto,
setting forth the rights of Tenant under this Lease and the rights of Tenant
under the Purchase Option and the Right of First Refusal, executed by the
Landlord and Tenant, and (b) Tenant shall execute, have acknowledged, and
deliver to Landlord in trust (to be held in accordance with the terms of this
Lease) a Termination of Option Agreement in the form of Exhibit I
attached hereto (the "Option Termination Agreement") and a Termination of ROFR
Agreement in the form of Exhibit J attached hereto (the "ROFR Termination
Agreement"), and Tenant hereby irrevocably authorizes Landlord to record or
cause to be recorded the Option Termination Agreement and/or the ROFR
Termination Agreement, as applicable, in the Official Records of San Mateo
County at any time that Landlord has the right, pursuant to any of the terms of
this Lease or any exhibit attached hereto, to terminate this Lease or to
terminate the Purchase Option or the Right of First Refusal (including but not
limited to arising out of a default by Tenant or the natural expiration of the
Purchase Option). 

ARTICLE 15



Options To Extend




	So long as Cell Genesys, Inc. or
a Permitted Assignee is the Tenant hereunder and occupies no less than 50% of
the Rentable Square Feet of the Leased Premises, and subject to the condition
set forth in clause (b) below, Tenant shall have two options to extend the
term of this Lease with respect to the entirety of the Leased Premises, the
first for a period of five (5) years from the expiration of the initial fifteen
(15) year Lease Term (the "First Extension Period"), and the second (the "Second
Extension Period") for a period of five (5) years from the expiration of the
First Extension Period, subject to the following conditions:



	Each option to extend shall be exercised, if at all, by
notice of exercise given to Landlord by Tenant not more than fifteen months nor
less than twelve months prior to the expiration of the initial Lease Term or the
expiration of the First Extension Period, as applicable;


	Anything herein to the contrary notwithstanding, if
Tenant is in default under any of the terms, covenants or conditions of this
Lease, either at the time Tenant exercises either extension option or on the
commencement date of the First Extension Period or the Second Extension Period,
as applicable, Landlord shall have, in addition to all of Landlord's other
rights and remedies provided in this Lease, the right to terminate such
option(s) to extend upon notice to Tenant.


	In the event the applicable option is exercised in a
timely fashion, the Lease shall be extended for the term of the First Extension
Period or Second Extension Period, as applicable, upon all of the terms and
conditions of this Lease, provided that the Base Monthly Rent for the First
Extension Period or Second Extension Period, as applicable shall be the "Fair
Market Rent" for the Leased Premises, with annual increases as determined as
part of the process set forth below. In no event, however, shall any adjustment
of Base Monthly Rent pursuant to this paragraph result in a decrease of the Base
Monthly Rent for the Leased Premises below the amount due from Tenant for the
month immediately preceding the applicable extension period. No leasing
commissions shall be due or payable to any broker retained by Tenant with regard
to this Lease for any Extension Period. 


	Within thirty (30) days after receipt of Tenant's
notice of exercise, Landlord shall and Tenant shall each notify the other in
writing of Landlord's estimate of the Fair Market Rent for the applicable
extension period, based on the provisions of Paragraph 15.2 above. For
purposes hereof, "Fair Market Rent" shall mean collectively, (1) Base Monthly
Rent for the first year of the applicable extension period, taking into account
any capital improvement costs to be passed through as Additional Rent during
such period and (2) the annual increases determined at the time Base Monthly
Rent for the first year is determined. Within thirty (30) days after
receipt by both parties of the respective notices, Landlord and Tenant shall
meet to attempt to agree on the Fair Market Rent. In the event Landlord and
Tenant cannot agree on the Fair Market Rent within such thirty (30) day period,
Tenant shall have the right either to (i) accept Landlord's statement of
Fair Market Rent as the Base Monthly Rent for the applicable extension period;
or (ii) elect to arbitrate Landlord's estimate of Fair Market Rent, such
arbitration to be conducted pursuant to the provisions hereof; or (iii) rescind
Tenant's notice of exercise. Failure on the part of Tenant to either require
arbitration of Fair Market Rent or rescind its notice within such 30-day period
shall constitute acceptance of the Base Monthly Rent for the applicable
extension period as calculated by Landlord. If Tenant elects arbitration, the
arbitration shall be concluded within 90 days after the date of Tenant's
election, subject to extension for an additional 30-day period if a third
arbitrator is required and does not act in a timely manner. To the extent that
arbitration has not been completed prior to the expiration of any preceding
period for which Base Monthly Rent has been determined, Tenant shall pay Base
Monthly Rent at the rate calculated by Landlord, with the potential for an
adjustment to be made once Fair Market Rent is ultimately determined by
arbitration.


	In the event of arbitration, the judgment or the award
rendered in any such arbitration may be entered in any court having jurisdiction
and shall be final and binding between the parties. The arbitration shall be
conducted and determined in the City and County of San Francisco in
accordance with the then prevailing rules of the American Arbitration
Association or its successor for arbitration of commercial disputes except to
the extent that the procedures mandated by such rules shall be modified as
follows:



	At the time Tenant's elects arbitration under
Paragraph 15.3 above, Tenant shall send to Landlord a notice specifying
therein the name and address of the person to act as the arbitrator on its
behalf. The arbitrator shall be qualified as a real estate broker with no less
than 7 years experience leasing of similar industrial, research and development,
or office space in Northern San Mateo County. Failure on the part of Tenant to
make a proper demand in a timely manner for such arbitration shall constitute a
waiver of the right thereto. Within fifteen (15) days after the service of
the demand for arbitration, Landlord shall give notice to Tenant, specifying the
name and address of the person designated by Landlord to act as arbitrator on
its behalf who shall be similarly qualified. If Landlord fails to notify Tenant
of the appointment of its arbitrator, within or by the time above specified,
then the arbitrator appointed by Tenant shall be the arbitrator to determine the
issue.


	In the event that two arbitrators are chosen pursuant to
Paragraph 15.4(a) above, the arbitrators so chosen shall, within fifteen
(15) days after the second arbitrator is appointed determine the Fair Market
Rent. The arbitrators shall be instructed that they must choose a Fair Market
Rent of Landlord's proposal or Tenant's proposal or a number in between the two.
If the two arbitrators shall be unable to agree upon a determination of Fair
Market Rent within such 15-day period, they, themselves, shall appoint a third
arbitrator, who shall be a competent and impartial person with qualifications
similar to those required of the first two arbitrators pursuant to
Paragraph 15.4(a). In the event they are unable to agree upon such
appointment within seven days after expiration of such 15-day period, the third
arbitrator shall be selected by the parties themselves, if they can agree
thereon, within a further period of fifteen (15) days. If the parties do
not so agree, then either party, on behalf of both, may request appointment of
such a qualified person by the then Presiding Judge of the California Superior
Court having jurisdiction over the County of San Mateo, acting in his private
and not in his official capacity, and the other party shall not raise any
question as to such Judge's full power and jurisdiction to entertain the
application for and make the appointment. The three arbitrators shall decide the
dispute if it has not previously been resolved by following the procedure set
forth below.


	Where an issue cannot be resolved by agreement between
the two arbitrators selected by Landlord and Tenant or settlement between the
parties during the course of arbitration, the issue shall be resolved by the
three arbitrators within 15 days of the appointment of the third arbitrator
in accordance with the following procedure. The arbitrator selected by each of
the parties shall state in writing his determination of the Fair Market Rent
supported by the reasons therefor with counterpart copies to each party. The
arbitrators shall arrange for a simultaneous exchange of such proposed
resolutions. The role of the third arbitrator shall be to select which of the
two proposed resolutions most closely approximates his determination of Fair
Market Rent. The third arbitrator shall have no right to propose a middle ground
or any modification of either of the two proposed resolutions. The resolution he
chooses as most closely approximating his determination shall constitute the
decision of the arbitrators and be final and binding upon the parties.


	In the event of a failure, refusal or inability of any
arbitrator to act, his successor shall be appointed by him, but in the case of
the third arbitrator, his successor shall be appointed in the same manner as
provided for appointment of the third arbitrator. The arbitrators shall decide
the issue within fifteen (15) days after the appointment of the third
arbitrator. Any decision in which the arbitrator appointed by Landlord and the
arbitrator appointed by Tenant concur shall be binding and conclusive upon the
parties. Each party shall pay the fee and expenses of its respective arbitrator
and both shall share the fee and expenses of the third arbitrator, if any, and
the attorneys' fees and expenses of counsel for the respective parties and of
witnesses shall be paid by the respective party engaging such counsel or calling
such witnesses.


	The arbitrators shall have the right to consult experts
and competent authorities to obtain factual information or evidence pertaining
to a determination of Fair Market Rent, but any such consultation shall be made
in the presence of both parties with full right on their part to cross-examine.
The arbitrators shall render their decision and award in writing with
counterpart copies to each party. The arbitrators shall have no power to modify
the provisions of this Lease.

ARTICLE 16



Telephone
Service

Notwithstanding any other provision
of this Lease to the contrary, Landlord shall have no responsibility for
providing to Tenant any telephone equipment, including wiring, within the Leased
Premises or for providing telephone service or connections from the utility to
the Leased Premises; and Landlord makes no warranty as to the quality,
continuity or availability of the telecommunications services in the Buildings,
and Tenant hereby waives any claim against Landlord for any actual or
consequential damages (including damages for loss of business) in the event
Tenant's telecommunications services in any way are interrupted, damaged or
rendered less effective, except to the extent caused by the grossly negligent or
willful act or omission by Landlord, its agents or employees.



ARTICLE 17



Purchase Option;
Termination of Purchase Option and/or Lease



	So long as Cell Genesys, Inc. or
a Permitted Assignee is the Tenant hereunder as of the date of the exercise of
the option granted herein, and subject to the conditions set forth below, Tenant
shall have the option to purchase the Property from Landlord subject to the
following conditions ("Purchase Option"): 



	The Purchase Option shall be effective as of the
Effective Date of this Lease, but Tenant's right to exercise the Purchase Option
shall commence on the date which is the earlier to occur of (i) August 15, 2003,
or (ii) the Rent Commencement Date, and shall terminate at 5:00 p.m. local time
at the Property on the date which is thirty (30) days thereafter ("Purchase
Option Period").


	Tenant shall notify Landlord of its election to exercise
the Purchase Option by giving Landlord written notice ("Notice of Exercise of
Purchase Option") at the address and in the manner set forth in Section 13.10
hereof during the Purchase Option Period, upon which event the Purchase Terms
attached as Exhibit E hereto and incorporated herein by this
reference ("Purchase Terms"), shall govern the purchase of the Property by
Tenant. The close of escrow shall occur thirty (30) days after the Notice of
Exercise of Purchase Option, provided that Tenant shall have the right (in such
Notice of Exercise of Purchase Option ) to extend the close of escrow to a date
selected by Tenant, which date shall be not later than one hundred twenty (120)
days after the Notice of Exercise of Purchase Option. The Notice of Exercise of
Purchase Option shall be in the form attached to this Lease as Exhibit E-
1. In the event Tenant exercises the Purchase Option, the Lease Term shall
continue for all purposes until the Closing Date (as determined in accordance
with Exhibit E).


	Notwithstanding anything to the contrary contained
herein, if Tenant is in default (beyond any applicable notice and cure periods)
under any of the material terms, covenants or conditions of this Lease at the
time Tenant exercises the Purchase Option, Landlord shall have, in addition to
all of Landlord's other rights and remedies provided in this Lease, the right to
terminate the Purchase Option upon notice to Tenant.


	Upon exercise of the Purchase Option by Tenant, but
subject to Paragraph 17.3 below, Landlord agrees to sell the Buildings to Tenant
at a purchase price ("Option Purchase Price") equal to the product of (a) the
rentable square footage of the Buildings, multiplied by (b) $340, subject to
subparagraph 17.3(d) below. For example, if the rentable square footage of the
Leased Premises (as measured pursuant to Article 1 above) is 154,000, then the
Option Purchase Price would be $52,360,000. 


	Notwithstanding the foregoing or any other provision of
this Lease or the attached exhibits (or the Memorandum of Lease) to the
contrary:



	Landlord shall use commercially reasonable efforts to
process and obtain on or before February 15, 2002 approval from the City to
change the use of the Property to biotechnology research and development
facility generally consistent with the provisions of the Work Letter, containing
no less than 140,000 of Rentable Square Feet in the Leased Premises. In the
event Landlord is unable to process and receive by February 15, 2002, from the
City, approval to permit the Leased Premises to be used as a biotechnology
research and development facility generally consistent with the provisions of
the Work Letter for Leased Premises containing no less than 140,000 Rentable
Square Feet, then Tenant shall have either (1) the right terminate this Lease by
providing written notice to Landlord no later than March 1, 2002 or (2) the
right to purchase the Property in accordance with Paragraph 17.3(f) below by
providing a Notice of Exercise of Purchase Option no later than March 1, 2002.
If notice of Tenant's election under one the options in the foregoing sentence
is not timely provided, Tenant shall have no further rights under this Paragraph
17.3(a), but Tenant's rights under Paragraph 17.1 and the other provisions of
this Lease shall survive. If a notice of termination is timely provided,
Landlord shall refund to Tenant any prepaid rent or security deposits then held
by Landlord not previously applied in accordance with the terms of this
Lease.


	In the event that, despite Landlord's commercially
reasonable efforts, Landlord is unable to process and receive by June 15, 2002,
from the City, approval to permit the Leased Premises to be used as a
biotechnology research and development facility(and Tenant has not exercised the
option set forth in Section 17.3(a)), then Landlord shall have the right to
terminate this Lease by providing written notice of such termination to Tenant
no later than July 1, 2002.


	If, despite Landlord's commercially reasonable efforts,
the maximum Rentable Square Feet of the Leased Premises as reflected on the
Final Shell Plans (defined in the Work Letter) approved by the City and
employing the Measurement Method is less than 140,000, each of Landlord shall
have the right to terminate this Lease by delivering written notice of
termination to the other party within thirty (30) days after City approval of
the Final Shell Plans.


	If the Rentable Square Feet of the Leased Premises as
reflected on the Final Shell Plans (defined in the Work Letter) and employing
the Measurement Method is less than 150,000 (but 140,000 or more), neither party
shall have a right to terminate this Lease on account thereof, but Base Monthly
Rent and Option Purchase Price shall be adjusted as follows:



	If the Rentable Square Feet are 140,000 to 144,999, then
the Base Monthly Rent shall commence at the lesser of (A) $3.15 per Rentable
Square Foot or (B) $449,500 (and be subject to annual adjustment as set forth in
Article 1). 


	If the Rentable Square Feet are 145,000 to 149,999, then
the Base Monthly Rent shall commence at the lesser of (A) $3.10 per Rentable
Square Foot or (B) $457,500 (and be subject to annual adjustment as set forth in
Article 1).


	The Option Purchase Price shall be $52,360,000, minus the
sum of (A) $85 multiplied by (B) 154,000 minus the actual Rentable Square Feet
in the Leased Premises as reflected on the Final Shell Plans (but only if such
number is a positive number), up to a maximum subtraction of $1,190,000 (14,000
Rentable Square Feet times $85).


	Landlord shall use commercially reasonable efforts to
obtain on or before November 15, 2002, construction financing for Landlord's
Work. In the event Landlord fails to close construction financing by November
15, 2002, Tenant shall have either (1) the right to terminate this Lease by
delivering written notice to Landlord no later than December 15, 2002 or (2) an
option to purchase the Property in accordance with Paragraph 17.3(f) below by
delivering a Notice of Exercise of Purchase Option to Landlord no later than
December 15, 2002 or (3) to option to provide the Tenant Construction Loan (as
defined below) by delivering written notice to Landlord no later than December
15, 2002. If notice of Tenant's election under one the options in the foregoing
sentence is not timely provided, Tenant shall have no further rights under this
Paragraph 17.3(e) and Landlord may thereafter terminate this Lease upon written
notice to Tenant on or before December 31, 2002. In the event of any termination
in accordance with the foregoing, Landlord shall refund to Tenant any prepaid
rent or security deposits then held by Landlord not previously applied in
accordance with the terms of this Lease. For purposes hereof, "Tenant
Construction Loan" shall mean a construction loan, to Landlord in the amount
Landlord has requested from third party lenders, at a rate of the 30 day LIBOR
plus 250 basis points, for a term of 18 months (and otherwise on commercially
reasonable terms substantially equivalent to the terms and conditions typically
provided by lenders contacted by Landlord). Notwithstanding the foregoing, if in
the period between September 15, 2002 through November 15, 2002, Landlord
obtains a commitment or term sheet for construction financing acceptable to
Landlord, Landlord shall have the right by written notice to Tenant, to extend
all of the dates noted above by an additional sixty days in order to close the
construction financing.


	In the event Tenant exercises its option to purchase the
Property in accordance with Paragraph 17.3(a) or Paragraph 17.3(e) above, such
option shall be subject to the conditions set forth in Paragraph 17.1(c), and
the purchase shall be on the terms set forth in Exhibit E, the Purchase
Price shall be $34,650,000, and the Closing Date shall be thirty (30) days after
Tenant delivers its written election notice in accordance with Paragraph 17.3(a)
or Paragraph 17.3(e) (or such later date (not beyond 120 days) specified in the
Notice of Exercise of Purchase Option, and the Lease Term shall continue for all
purposes until the Closing Date (as set forth in Exhibit
E).


	In the event Tenant does not timely exercise the purchase
options in accordance with this Article 17, Landlord shall be entitled to cause
to be recorded in the Official Records of San Mateo County the Option
Termination Agreement. In addition, upon any termination of this Lease (other
than due to Landlord's default hereunder), the Purchase Option shall also
terminate, except that Tenant shall have the right to both terminate this Lease
and exercise the Purchase Option as set forth in Paragraph 17.3(e) above.


ARTICLE 18



Right of First Refusal




	So long as Cell Genesys, Inc. or
a Permitted Assignee is the Tenant hereunder as of the date of the exercise of
the right granted herein, and subject to the conditions set forth below, Tenant
shall have one right of first refusal to purchase the Property from Landlord
subject to the following conditions ("Right of First Refusal"):



	If Landlord receives a bona fide offer from a third party
to purchase the Property which Landlord desires to accept (a "Third Party
Offer"), then Landlord shall offer to Tenant in writing the right to purchase or
acquire or ground lease (as the case may be) the Property in accordance with the
terms of such Third Party Offer, but excluding any representations or warranties
relating to the physical or environmental condition of the Property (the "Offer
Notice"). Tenant shall accept such offer, if at all, in writing and within ten
(10) calendar days from the date Landlord delivers the Offer Notice to Tenant.
In the event Tenant does not accept Landlord's offer as set forth in the Offer
Notice, in a writing delivered to Landlord within such ten (10) calendar day
period, the Right of First Refusal shall automatically terminate and Tenant
shall have no further right to purchase the Property upon the sale of the
Property to the third party in accordance with the terms of the bona fide third
party offer, and the Right of First Refusal shall automatically terminate and
Tenant shall have no further right to purchase the Property, and Landlord shall
be entitled to cause to be recorded in the Official Records of San Mateo County
the ROFR Termination Agreement.


	In the event Tenant does accept Landlord's offer as set
forth in the Offer Notice, in a writing delivered to Landlord within such ten
(10) calendar day period, then Landlord shall sell and Tenant shall purchase the
Property on the terms set forth in the Offer Notice and the terms set forth
Exhibit E (to the extent consistent with the Offer Notice). In the event Tenant
exercises its right hereunder, the Lease Term shall continue for all purposes
until the Closing Date (as set forth in such agreement). In the event Tenant
does accept Landlord's offer but fails to acquire the Property for any reason
other than a failure of the conditions set forth in Section 3.2(a)(i) and (ii)
of the Purchase Terms the Right of First Refusal shall automatically terminate
and Tenant shall have no further right to purchase the Property, and Landlord
shall be entitled to cause to be recorded in the Official Records of San Mateo
County the ROFR Termination Agreement. 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 

In Witness Whereof, Landlord and Tenant have executed
this Lease as of the respective dates below set forth with the intent to be
legally bound thereby as of the Effective Date of this Lease first above set
forth.
Landlord:

Drawbridge/Forbes, LLC, a California limited liability 

company
By:Drawbridge Partners LLC, a Delaware limited liability company, its
Manager















Dated:By:

Mark S. Whiting, Manager

By:

Mark Pearson, Member
Tenant:

Cell Genesys, Inc., a Delaware corporation













Dated:_____________  By:_____________
Name:_________________

Title:_____________________




























Exhibit A

SITE PLAN


















Exhibit B

WORK LETTER

 

THIS WORK LETTER ("Work Letter") sets forth the agreement
of Landlord and Tenant with respect to the Tenant Improvements and Landlord's
Work to be constructed on the Property. In the event of any inconsistency
between the terms of this Work Letter and the terms of the Lease, the terms of
the Lease shall control. All defined terms used herein shall have the meanings
set forth in the Lease, unless otherwise defined in this Work Letter.




	Landlord's Work. Landlord, at its sole cost and
expense, shall perform or cause to be performed the "Landlord's Work," defined
herein to mean demolition of the Existing Building and construction of two (2)
concrete tilt-up building shells substantially in accordance with final plans
and specifications to be submitted to and approved by the Tenant pursuant to
Section 1(b) below and by the City (once so approved, the "Final Shell Plans"),
which building shells shall contain only the items listed on Exhibit B-2
or shown on the Final Shell Plans (the "Building Shells"). Landlord's Work shall
upon completion be in compliance with all then-applicable Laws and Private
Restrictions (except to the extent noncompliance is the result of Tenant-
requested changes in the Preliminary or Final Shell Plans). Landlord's Work
shall be performed using a general contractor selected by Landlord from the
contractors listed Exhibit B-1; provided that Landlord may use
contractors other than those on Exhibit B-1 subject to Tenant's approval,
which approval shall not be unreasonably withheld or delayed. 




	Landlord shall cause WHL Architects ("Architect") to
prepare initial plans for construction of the Building Shells based on the shell
specifications attached as Exhibit B-2 and the site plans attached as
Exhibit B-3 (the "Preliminary Shell Plans"). The Preliminary Shell Plans
shall provide for accommodation of Tenant's sewer line in the Buildings' slabs
and may incorporate either of the site plans attached at Exhibit B-3 or
be a combination thereof, as reasonably approved by Landlord and Tenant as set
forth below, provided that in no event shall the design of the Project provide
for a lobby larger than 6,000 square feet or for a number of parking spaces less
than 3 spaces per 1,000 (in Landlord's discretion, provided that in no event
shall the parking be less than 2.75 per 1,000) Rentable Square Feet (excluding
the Rentable Square Feet of the lobby). Landlord shall submit the Preliminary
Shell Plans to Tenant for Tenant's approval. Tenant will provide written
approval of the Preliminary Shell Plans within five (5) days after such
submission. If Tenant disapproves any part of the Preliminary Shell Plans, the
disapproval shall include written instructions adequate for Architect to revise
the Preliminary Shell Plans. Such revisions shall be subject to Landlord's
approval, which shall not be unreasonably withheld, provided that neither
Landlord nor Tenant shall be entitled to request or require changes to the
Preliminary Shell Plans to the extent inconsistent with Exhibits B-2 and B-
3. Tenant will finally approve the revised Preliminary Shell Plans within
two (2) business days after submission thereof to Tenant. If Tenant fails to
approve the Preliminary Shell Plans within the applicable periods set forth in
herein, then (A) Landlord shall not be obligated to commence construction
of the Building Shells, (B) Tenant shall be responsible for any resulting
delay, and the cost of such delay, in Landlord's completion of the Building
Shells and delivery of the Leased Premises, and (C) any such delay shall be
deemed a Tenant Delay (as defined below). After Tenant's approval of the
Preliminary Shells Plans, such plans shall be submitted to the City for
approval. 


	After approval by the City of the Preliminary Shell
Plans, Landlord shall cause Architect to prepare Final Shell Plans. Tenant will
provide written approval of the Final Shell Plans within five (5) days after
such submission. If Tenant disapproves any part of the Final Shell Plans, the
disapproval shall include written instructions adequate for Architect to revise
the Final Shell Plans. Such revisions shall be subject to Landlord's approval,
which shall not be unreasonably withheld. Tenant will finally approve the
revised Final Shell Plans within two (2) business days after submission thereof
to Tenant. If Tenant fails to approve the Final Shell Plans within the
applicable periods set forth in herein, then (A) Landlord shall not be
obligated to commence construction of the Building Shells, (B) Tenant shall
be responsible for any resulting delay, and the cost of such delay, in
Landlord's completion of the Building Shells and delivery of the Leased
Premises, and (C) any such delay shall be deemed a Tenant Delay (as defined
below). 


	Landlord's Work shall be deemed to have been
"Substantially Completed" or to have attained "Substantial Completion" as and
when hereinafter set forth in this subparagraph 1(c).





	When Landlord receives written certification from
Architect that construction of the foundation, structural slab on grade (except
to the extent delayed by Tenant's action or inaction, including at Tenant's
request to accommodate Tenant's design requirements and/or any underslab aspects
of the Tenant Improvements), Landlord's underslab plumbing work, structural
steel framework, decking and concrete on second floor, roof structure and
installation of main fire sprinkler risers in the Buildings and all other work
shown on the Final Plans (other than the Late Delivery Items and punchlist
items) have been completed in accordance with the Final Shell Plans approved by
the City and the parties, Landlord shall prepare and deliver to Tenant a
certificate signed by both Landlord and Architect (the "Structural Completion
Certificate") certifying that the construction of such portions of the Buildings
have been substantially completed in accordance with the Final Shell Plans in
all material respects and specifying the date of that completion. To the extent
reasonably available from the City, Landlord shall include reasonable evidence
that the City has signed off on the items of Landlord's Work. The delivery of
such Structural Completion Certificate (and evidence from the City, if any)
shall memorialize the date that the Landlord's Work was "Substantially
Completed," subject to concurrence by Tenant's architect, which concurrence
shall not be unreasonably withheld and shall be given (or reasonably withheld)
within five (5) business days after receipt of the Structural Completion
Certificate. Within five (5) business after Landlord's delivery of the
Structural Completion Certificate, Landlord and Tenant (and/or their
representatives) shall conduct a walkthrough of the Building Shells using
diligence to specify any items remaining incomplete (pursuant to the terms of
the Work Letter) or in need of repair. Landlord and Tenant within said five (5)
business day period after their inspection shall prepare a "punchlist" of any
items remaining incomplete (pursuant to the terms of the Work Letter) or in need
of repair, and Landlord shall cause such items to be completed or corrected at
its sole cost and expense within a reasonable time thereafter. Promptly after
Landlord provides Tenant with the Final Completion Certificate, Landlord shall
cause the recordation of a Notice of Completion (as defined in Section 3093 of
the California Civil Code) with respect to Landlord's Work. The term
"Substantially Completed" shall not include the parking areas or landscaping of
the Property (the "Late Delivery Items") or punchlist items. Landlord and Tenant
acknowledge and agree that the Late Delivery Items shall be completed by
Landlord no later than the date which is the later to occur of (A) the date
Tenant actually occupies the Leased Premises for the conduct of its business or
(B) June 30, 2003.


	When Landlord receives written certification from
Architect that construction of the remaining improvements constituting the
Landlord's Work (including the Late Delivery Items and punchlist items) has been
completed in accordance with the Final Shell Plans, Landlord shall prepare and
deliver to Tenant a certificate signed by both Landlord and Architect (the
"Final Completion Certificate") certifying that the construction of the
remaining improvements constituting Landlord's Work has been substantially
completed in accordance with Final Shell Plans in all material respects, and
specifying the date of that completion. Upon receipt by Tenant of the Final
Completion Certificate, the Landlord's Work will be deemed delivered to Tenant
for all purposes of the Lease (subject to Landlord's continuing obligations with
respect to the punchlist items).


	Notwithstanding any other provisions of this Work Letter
or of the Lease, if Landlord is delayed in substantially completing any of
Landlord's Work necessary for issuance of the Structural Completion Certificate
as a result of any Tenant Delay (as defined below), then the Rent Commencement
Date (as otherwise determined in accordance with Article 1 of the Lease) shall
be advanced one day earlier for each day by which such Tenant Delay delayed
completion of the portions of Landlord's Work necessary for issuance of the
Structural Completion Certificate, and Tenant shall reimburse Landlord in cash,
within thirty (30) days after written demand by Landlord (accompanied by
reasonable documentation of the items claimed), for any increased construction-
related costs and expenses actually incurred by Landlord as a result of the
Tenant Delay, if any. 



	Changes.



	Any request by Tenant for a change in the Final Shell
Plans after approval of thereof by Landlord, Tenant and City in accordance with
Section 1(b) above, (a "Change") shall be accompanied by all information
necessary to clearly identify and explain the proposed Change. As soon as
practicable after receipt of the information describing the requested Change,
Landlord shall notify Tenant of the estimated cost of such Change as well as the
estimated increase in construction time caused by the Change, if any. Tenant
shall approve in writing such estimates within two (2) business days after
receipt of Landlord's notice. Upon receipt of such written request, Landlord
shall be authorized to cause the Contractor to proceed with the implementation
of the requested Change, subject to the City's approval, if required.


	The increased cost and time, as determined by Landlord,
of all Changes requested by Tenant, including the cost of architectural and
engineering services required to revise the Final Shell Plans to reflect such
Changes and the Contractor's overhead and fee shall be paid by Tenant within
thirty (30) days after demand, subject only to Landlord's furnishing to Tenant
appropriate back-up information from the Contractor concerning the increased
costs and increased construction time.


	Tenant Improvements. Tenant shall construct,
furnish or install all improvements, equipment or fixtures, that are necessary
for Tenant's use and occupancy of the Premises (the "Tenant Improvements").
Tenant shall complete construction of the Minimum Tenant Improvements (as
defined in subparagraph (m) below) no later than nine (9) months after the
Landlord's Work was Substantially Completed, subject to delays caused by Force
Majeure. Tenant shall also be responsible for the cost of any alterations to the
Buildings required as a result of the Tenant Improvements. The Tenant
Improvements shall be in conformity with drawings and specifications submitted
to and approved by Landlord and shall be performed in accordance with the
following provisions:



	Tenant shall prepare and submit to Landlord for its
approval two sets of fully dimensioned scale drawings (suitable for submission
with a building permit application) for the Tenant Improvements (including
plans, elevations, critical sections and details) and a specification of
Tenant's utility requirements. Tenant shall cause all drawings and
specifications for the Tenant Improvements to be prepared by licensed architects
and where appropriate, mechanical, electrical and structural engineers.



	Within 10 days after receipt of Tenant's drawings
Landlord shall return one set of prints thereof with Landlord's approval and/or
suggested modifications noted thereon. If Landlord has approved Tenant's
drawings subject to modifications, such modifications shall be deemed to be
acceptable to and approved by Tenant unless Tenant shall prepare and resubmit
revised drawings for further consideration by Landlord. If Landlord has
suggested modifications without approving Tenant's drawings Tenant shall prepare
and resubmit revised drawings for consideration by Landlord. All revised
drawings shall be submitted, with changes highlighted, to Landlord following
Landlord's return to Tenant of the drawings originally submitted, and Landlord
shall approve or disapprove such revised drawings within ten (10) days following
receipt of the same.


	Tenant shall obtain all building and other permits
necessary in connection with the Tenant Improvements prior to the commencement
of such work. The Tenant Improvements shall (i) be constructed in
compliance with all of the terms and conditions of the Work Letter and with all
applicable laws and regulations, (ii) not involve changes to structural
components of the Buildings unless approved by Landlord in its reasonable
discretion and (iii) shall not involve any floor, roof, or wall penetrations
unless approved by Landlord in its reasonable discretion.


	Prior to commencing construction, Tenant shall deliver to
Landlord the following:



	The address of Tenant's general contractor, and the names
of the primary subcontractors Tenant's contractor intends to engage for the
construction of the Premises.


	The actual commencement date of construction and the
estimated date of completion of the work, including fixturization.


	Evidence of insurance as called for hereinbelow.


	An executed copy of the applicable building permit for
such work.


	After final approval of Tenant's drawings by Landlord,
Tenant shall proceed promptly to commence performance of the Tenant
Improvements. Tenant's contractors and subcontractors shall be acceptable to and
approved in writing by Landlord, which approval shall not be unreasonably
withheld or delayed, and shall, at Landlord's option, be subject to coordination
by Landlord until the Landlord's Work is Substantially Completed. Tenant shall
furnish to Landlord a copy of the executed contract between Tenant and Tenant's
general contractor covering all of Tenant's obligations under this Work Letter.
Tenant shall use commercially reasonable efforts to cause such work to be
performed in as efficient a manner as is commercially reasonable. Tenant shall
reimburse Landlord on demand for the cost of repairing any damage to the
Buildings caused by Tenant or its contractors during performance of the Tenant
Improvements. Tenant shall cause its contractors and Landlord shall cause its
contractors to conduct their work and employ labor in such manner as to maintain
harmonious labor relations. Tenant's general contractor shall obtain a builder's
risk policy of insurance in an amount and form and issued by a carrier
reasonably satisfactory to Landlord, and Tenant's general contractor and
subcontractors shall carry worker's compensation insurance for their employees
as required by law. The builder's risk policy of insurance shall name Landlord
as an additional insured and shall not be cancelable without at least
30 days' prior written notice to Landlord. To the extent feasible, Landlord
and Tenant agree to obtain a builder's risk policy covering both the Landlord's
Work and the Tenant Improvements, with the costs thereof the be prorated between
the parties.


	Any changes in the Tenant Improvements from the final
drawings approved by Landlord which result in costs in excess of $25,000 shall
be subject to Landlord's prior written approval, which shall not be unreasonably
withheld or delayed (in no event longer than 5 days). Any deviation in
construction from the design specifications and criteria set forth herein or
from Tenant's plans and specifications as approved by Landlord shall constitute
a default under the Lease subject to Paragraph 12.1 of the Lease. Only new
materials shall be used in the construction of the Tenant Improvements, except
with the written consent of Landlord.


	During the construction of the Tenant Improvements,
Tenant shall pay for utility service used by Tenant. Trash removal will be done
continually at Tenant's sole cost and expense.


	Storage of Tenant's contractors' construction materials,
tools and equipment shall be confined to an area designated by
Landlord.


	Tenant acknowledges that it has engaged its architects
and shall be solely responsible for the actions and omissions of its architects
and for any loss, liability, claim, cost, damage or expense suffered by Landlord
or any other entity or person as a result of the acts or omissions of its
architects or for delays caused by its architects, as set forth in Section 7(v)
below. Landlord's approval of any of Tenant's architects or engineers and of any
documents prepared by any of them shall not be for the benefit of Tenant or any
third party, and Landlord shall have no duty to Tenant or to any third parties
for the actions or omissions of Tenant's architects or engineers. Tenant shall
indemnify and hold harmless Landlord against any and all losses, costs, damages,
claims and liabilities arising from the actions or omissions of Tenant's
architects and engineers.


	Landlord shall have the right to post in a conspicuous
location on the Buildings or the Premises, as well as record with the County of
San Mateo, a Notice of Nonresponsibility.


	Without limiting the generality of the foregoing, any
work to be performed outside of the Buildings shall be coordinated with
Landlord, and shall be subject to reasonable scheduling requirements of
Landlord.


	Tenant shall, upon completion of its work, submit to
Landlord two (2) complete sets of plans (one (1) reproducible) and
specifications covering all of the Tenant Improvements, including architectural,
electrical, and plumbing, as built. Landlord shall provide Tenant with a marked
up set of the Final Shell Plans as reasonably requested by Tenant.


	As used in this Work Letter or the Lease, the term
"Minimum Tenant Improvements" shall mean generic biotechnology and office
interior improvements covering at least seventy percent (70%) of the Rentable
Square Feet of the Premises.


	Payment of Costs of the Tenant Improvements.
Tenant shall bear and pay the cost of the Tenant Improvements (which cost shall
include, without limitation, the costs of construction, the cost of permits and
permit expediting, and Tenant's contractor's fees). 


	Evidence of Completion of Tenant Improvements.
Upon the completion of the Tenant Improvements, Tenant shall:



	Submit to Landlord a cost breakdown of the Landlord's
Improvements, together with receipted evidence showing payment thereof,
satisfactory to Landlord.


	Submit to Landlord certificates of occupancy for the
Buildings and any other evidence from the City or other applicable governmental
authorities that all building permits have been signed off and that Tenant may
legally the Property, as reasonably requested by Landlord.


	Submit to Landlord the as-built plans and specifications
referred to above.


	Assignment of Rights Against Architect and
Contractor. In the event of a termination of the Lease due to Tenant's
default thereunder, Tenant assigns to Landlord on a non-exclusive basis any and
all rights Tenant may have against Tenant's architects and contractors relating
to the Tenant Improvements, without in any way obligating Landlord to pursue or
prosecute such rights. Landlord agrees to enforce for Tenant's benefit or to
assign (if reasonably practicable), rights Landlord may have against Landlord's
architects, contractors, and suppliers relating to Landlord's Work, which would
reduce Tenant's obligations under the Lease.


	Tenant Delays. The following shall be considered
"Tenant Delays:"









	Tenant's failure to furnish the information, instructions
and plans required in this Work Letter or approve the Preliminary Shell Plans or
Final Shell Plans, within the applicable time periods specified in this Work
Letter; or


	Any changes in the scope of the Building Shells from that
set forth on Exhibits B-2 and B-3, or any Changes to Final Shell
Plans requested by Tenant after approval thereof pursuant to Section 1(b) above;
or


	Any interruption or interference in Landlord's
construction of Landlord's Work caused by Tenant, its contractors or its vendors
if Tenant fails to remedy such interruption or interference within 24 hours
after notice from Landlord; or


	Tenant's failure to timely pay any amounts which Tenant
is obligated to pay under this Work Letter; or


	Any other act, neglect, failure or omission of Tenant,
its agents, employees or contractors if Tenant fails to remedy such act,
neglect, failure or omission within 24 hours after notice from
Landlord.
















EXHIBIT B-1

LIST OF APPROVED CONTRACTORS




	South Bay Construction


	DPR Construction


	Rudolph & Sletten, Inc.


	Hathaway Dinwiddie Construction Group


















EXHIBIT B-2

SHELL SPECIFICATIONS

GENERAL DESCRIPTION




	(2) Two-story buildings connected by a central lobby
area.


	Building 1- 74,000 Square Feet 


Building 2 - 74,000 Square Feet

Entry Lobby - 6,000 Square Feet 

(The above square foot calculations are subject to final city
approval).






	Clear heights of approximately 17'-0" floor to floor
height.


	Approximate Bay spacing of 30'x30' on the top and bottom
floors.



BUILDING STRUCTURE




	All foundations to include footings, foundation walls or
other building foundation components required to support the entire building
structure.


	Columns shall be steel box


	All columns, beams, joists, purlins, headers, or other
framing members to support the roof, roofing membrane and stair
openings.


	Ten inch (10") thick structural concrete slab on grade
with #4 reinforcing bars at 18" on center and #6 reinforcing bars at 13" on
center. (Subject to final structural engineering calculations)


	Two and a half (2-1/2) thick concrete slab over metal
deck supported by structural open web and columns at second floor.


	Exterior walls that enclose the perimeter of the building
with steel reinforcing and structural connections that may be necessary or
required.


	All exterior glass and glazing to be anodized aluminum
frames. Glass to be tinted as appropriate to the aesthetic design of the
building. All exterior doors, door closer and locking devices necessary for
proper functioning.


	Roof system to be a metal deck supported by an open web
joist and trust support. 


	Four (4) ply built-up roofing (including a base sheet,
two plys and a cap sheet) and all flashings by Owens-Corning, John Manville, or
equal.


	Painting of all concrete walls with Tex-Coat or Kel-Tex
textural paint. All caulking of exterior concrete joint in preparation for
painting. 


	The foundation and structural framing should be designed
to support a minimum live load of 120 pounds per square feet in all areas of top
floor and 120 pounds on bottom floor.


	The roof framing shall consist of a live load of at least
50lbs per square foot.


BUILDING STRUCTURE (Continued)






	The floor-to-floor height of the building shall
allow a minimum of 10'0" interior drop ceiling height. (See Exhibit "B" for
proposed cross section)


	Roof hatch and ladder within each building.


	One (1) 3,500lb. Capacity elevator.


	Three (3) interior stairs consisting of stair assemblies
with metal handrails to be provided f.o.b. at job site. 


	Landlord will provide a roof screen (the costs of which
will not exceed $150,000.00)




 

PLUMBING 





	Underground sanitary sewer lateral connected to the city
sewer main the street and piped into the building and under the concrete slab on
grad for the length of the building. Sewer lines to consist of a six-inch (6")
sanitary sewer line and one six-inch (6") biowaste sewer line. Sanitary sewer
line under the slabs will be in a close proximity to the building restroom
locations. 


	Domestic water mains connected to the city water main in
the street and stubbed to the building. Water main to the building shall be
three (3") in size. 




 





	Roof drain leaders piped and connected to the site storm
drainage systems. Overflow drains daylight two inches (2") above
grade.




 

ELECTRICAL 





	Gas lines connected from the city public utility mains
and gas meters adjacent to, and in close proximity to the building. Meter
supplied by utility company. 


	All primary electrical service to the building that is
complete including underground conduit and wire feeders from transformer pads
into the building's main switchgear electrical room. The electrical
characteristics of the secondary side of transformers shall be 277/480 volt, 3
Phase and the rated capacity of the transformers shall be 3,000 amp for each
building (excluding lobby). 


	Underground pull section, meter, and panel(s), for site
lighting and landscaping.


	Underground conduit from the street to the building for
telephone trunk line service by Pacific Telephone. Conduit to the building shall
not be less than 4".


	An electrically operated landscape irrigation controller
that is a complete and functioning system. 


	Underground conduit from the building to the main fire
protection system, shut off valve (PIV) for installation for security alarm
wiring. 


	All parking lot and landscaping lighting to include
fixtures, underground conduit, wire, distribution panel and controller. All
exterior lighting shall be a complete and functioning system.




FIRE PROTECTION





	A complete and fully functional overhead automatic fire
sprinkler system distributed throughout the building with a density of
 .2/3000.


	System shall include all sprinkler heads that may be
required by building codes above the ceiling, when ceilings are installed.





LOADING





	Two (2) grade level 10'x12' roll-up doors per building.



	(2) equipment yards (exact size to be
determined)




 

SITEWORK





	All work outside the building perimeter walls shall be
considered site work for the building shell and shall include grading, asphalt
concrete, paving, landscaping (hard and soft), landscape and irrigation, storm
drainage, utility service laterals, curbs, butters, sidewalks, specialty paving
(if required), retaining walls, fencing and gates, trash enclosures, planters,
parking lot and landscape lighting and other exterior lighting per
code.


	Paving sections for automobile and truck access shall be
according to the Geological Soils Report.




 





	All parking lot striping to include handicap
signage and spaces.


	Underground site storm drainage system shall discharge to
the San Francisco Bay via an existing 24" storm drain connected to the city
storm system main. 




EXCLUSIONS

The following items are not included in the building
shell:





	Deck penetrations for mechanical equipment.


	Framing and finishes for interior stairs.


	Electrical panels and distribution.


	Framing and loading for Tenant's specific mechanical
equipment.


	Security systems.






















EXHIBIT B-3

SITE PLANS

(attached)

















Exhibit C

FORM OF LETTER OF CREDIT

Date: ____________________, 2000

Irrevocable Standby Letter of Credit Number: ____________

 

	
Beneficiary:
	
Applicant:

	



	
_________________

__________________________________

__________________________________

__________________________________

__________________________________

Amount:

USD $_______________

(____________________)

Expiration: _________________________






We hereby establish our Irrevocable Standby Letter of Credit No. _______________
in your favor for the account of
_________________________________________________________,
____________________________, on behalf of
______________________________________
______________________________________________________, available for drawings
for up to an aggregate amount of U.S. $____________(___________). This Letter of
Credit is available by payment upon your draft drawn at sight on us, submitted
at the office of ____________________________________________________________,
Attention: Letter of Credit Services, and expires at our close of business on
the expiration date or any automatically extended expiration date as hereinafter
set forth.

This Letter of Credit shall expire on
________________________, but such expiration date shall be automatically
extended for a period of one (1) year on ______________________ and on each
successive expiration date, unless at least sixty (60) days before the current
expiration date we notify you by overnight courier that this Letter of Credit is
not extended beyond the current expiration date. In the event you are so
notified, any unused portion of the Letter of Credit shall be available upon
presentation of a sight draft by Beneficiary within the current expiration date
and a letter under penalty of perjury stating that Landlord is entitled to draw
upon the Letter of Credit in accordance with Paragraph 3.7 of the Lease.

We give our undertaking to the Beneficiary that sums drawn
under and in compliance with the terms of this Letter of Credit will be duly
honored by our bank on presentation of drawings in accordance with the terms of
this credit.

This Letter of Credit is transferable by the Beneficiary.
Transfer of this Letter of Credit is subject to our consent and receipt of
Beneficiary's instructions in the form attached hereto as Exhibit A accompanied
by the original Letter of Credit and amendment(s) if any. 

This Letter of Credit is subject to the Uniform Customs and
Practices for Documentary Credits (1993 Revision) International Chamber of
Commerce Publication No. 500 and engages us to the terms herein.
Yours very truly,

 

 

Authorized Signature

Letter of Credit Services

(_____) ____________

EXHIBIT A

 















_____________________________________

_____________________________________

_____________________________________

_____________________________________

Attention: Letter of Credit Services

Re: Irrevocable Letter of Credit No. ______________

Dear Sirs:

The undersigned acknowledges receipt of your advice No. ____________________
of a credit issued in our favor, the terms of which are satisfactory. We now
return the original advice of the said credit with all amendments and
extensions, if any, and hereby irrevocably transfer the said credit and all
amendments and extensions thereof, if any, to:

 

__________________________________________

[Name of Transferee]

__________________________________________

[Address]

You are to inform the transferee of this transfer and such
transferee shall have sole rights as beneficiary under the credit, including any
amendments, extension or increases thereof, without notice to or further assent
from us.

 
Yours very truly,

 

By:

(The above signature with title as stated with that on file with us and
is authorized for execution of this instrument.)

 



(Bank)

 

 
































Exhibit D

FORM OF ESTOPPEL CERTIFICATE

The undersigned, _________________________
[("Landlord")/,("Tenant")], hereby certifies to _________________________, as
follows:

1.Attached hereto is a true, correct and complete
copy of that certain lease dated ____________________, 2001, between Landlord
and Tenant (the "Lease"), which demises premises which are located at 500 Forbes
Boulevard, South San Francisco, California. The Lease is now in full force and
effect and has not been amended, modified or supplemented, except as set forth
in Paragraph 4 below.

2.The term of the Lease commenced on
___________________, 19__.

3.The term of the Lease shall expire on
________________, 19__.

4.The Lease has: (Initial one)
( )not been amended, modified, supplemented, extended,
renewed or assigned.

( )been amended, modified, supplemented, extended,
renewed or assigned by the following described agreements, copies of which are
attached hereto:







5.Tenant [has / has not ] accepted and is now in
possession of said Leased Premises.

6.[Tenant] /[Landlord] acknowledges that the Lease
will be assigned to _________________ and that no modification, adjustment,
revision or cancellation of the Lease or amendments thereto shall be effective
unless written consent of ____________________ is obtained, and that until
further notice, payments under the Lease may continue as heretofore.

7.The amount of current monthly rent is $________;
current monthly parking charges are $___________.

8.The amount of security deposits (if any) is
$______________. No other security deposits have been made.

9.Tenant is paying the Rent due under the Lease,
which has been paid in full through ________________. No rent under the Lease
has been paid for more than thirty (30) days in advance of its due date.

10.All work required to be performed by Landlord
under the Lease has been completed.

11.To the knowledge of the undersigned, there are no
defaults on the part of the Landlord or Tenant under the Lease.

12.To the knowledge of the undersigned, Tenant has no
defense as to its obligations under the Lease and claims no set-off or
counterclaim against Landlord.

13. Tenant has no right to any concession (rental or
otherwise) or similar compensation in connection with renting the space it
occupies, except as provided in the Lease.

14.All provisions of the Lease and the amendments
thereto (if any) referred to above are hereby ratified.

The foregoing certification is made with the knowledge that
___________________ is about to [fund a loan to Landlord/purchase the property
from Landlord] [fund a loan to Tenant/acquire assets], and that
___________________ is relying upon the representations herein made in [funding
such loan/purchasing the property].

Dated: _____________, 2____

Very truly yours,

__________________________

By:___________________

Name: ________________________

Title: ____________________________


















EXHIBIT E


PURCHASE TERMS 

(EFFECTIVE IF PURCHASE OPTION IS EXERCISED)

(SEE ATTACHED)



















EXHIBIT E-1

NOTICE OF EXERCISE OF OPTION

TO:





 

NOTICE IS HEREBY GIVEN, pursuant to the provisions of Article
17 of that certain Lease between Drawbridge/Forbes, LLC, a California limited
liability company, as Landlord, and Cell Genesys, Inc., a Delaware corporation,
as Tenant, dated February __, 2001, that the undersigned elects to purchase the
Parcel located at 500 Forbes Avenue, South San Francisco, California, and
the other "Property" identified in said agreement in accordance with the terms
of said Article 17 and Exhibit E to such Lease. The close of escrow shall occur
on [insert date when notice is delivered, which date shall not be sooner than
fifteen (15) days following the date of this notice or later than one hundred
twenty (120) days after the date of this notice].

DATED: ___________________

 

Cell Genesys, Inc., a Delaware corporation

By: _______________________________

Its: President

By: _______________________________

Its: Chief Financial Officer


















EXHIBIT  F


FORM OF LIEN WAIVER

LANDLORD WAIVER AND AGREEMENT

This Landlord Waiver and Agreement (this "Waiver") dated _______________,
19__, is entered into by and between _________________ a California limited
___________ ("Landlord") and ___________________ ("Secured Party").

Recitals

Whereas, Landlord is the landlord of the premises
described as ____________________________ (the "Property"); and

Whereas, Landlord and __________________ ("Tenant")
have entered into that certain lease dated ___________ (as previously and/or
hereafter amended, the "Real Property Lease") pursuant to which Tenant has
leased approximately ____ square feet of space at the Property (the "Premises");
and

Whereas, Tenant has entered into an equipment lease
and/or financing agreement pursuant to which Tenant has granted a security
interest in the personal property described on Schedule 1 attached hereto (the
"Personal Property") to Secured Party under that certain [Equipment Financing
Agreement] between Tenant and Secured Party dated __________ (the "Financing
Agreement"); and 

Whereas, Secured Party and Landlord desire to
establish their respective rights regarding the Personal Property and Secured
Party's access to the Premises;

Agreement

Now, Therefore, in consideration of the above Recitals
and for other good and valuable consideration, the receipt and adequacy of which
are hereby acknowledged, the parties hereto agree as follows:




	During the term of the Real Property Lease, and subject
to Landlord's interest in the Personal Property, if any, at the expiration or
earlier termination of the Real Property Lease, the Personal Property shall
remain personal property and severable from the Premises and shall not become
part of the Premises or construed as a fixture at the Premises to the extent
that no funds of Landlord (including but not limited to the [Tenant Improvement
Allowance] as defined in the Real Property Lease) have not been utilized to pay
for the Personal Property or the financing thereof.


	So long as Tenant occupies the Premises and is not in
default under the Real Property Lease, Secured Party may enter the Premises at
any time or from time to time upon reasonable written notice to Landlord and in
compliance with the terms of the Financing Agreement for purposes of inspecting
and/or removing any and all of the Personal Property in the exercise of its
rights and remedies arising from the Financing Agreement. In the event of a
default by Tenant under the Real Property Lease, Secured Party shall obtain
Landlord's prior written consent prior to entering the Premises.


	Landlord shall notify Secured Party in the event the
Personal Property remains at the Premises after either (i) Tenant is evicted
from the Premises or (ii) Tenant abandons (as opposed to vacates) the Premises
prior to the expiration of the Real Property Lease. Secured Party shall have 15
days to remove the Personal Property from the Premises after notification of
such action from Landlord. If Secured Party has not removed the Personal
Property within such 15 day period, Landlord shall have all rights regarding the
Personal Property accorded to it by law and/or pursuant to the Real Property
Lease and Secured Party shall have no further rights regarding such Personal
Property. After Tenant has vacated or been evicted from the Premises, and if
Landlord in its sole discretion allows the Personal Property to remain at the
Premises for any period of time, Secured Party shall be liable for holdover rent
for the total amount of time the Personal Property remains at the Premises after
such eviction or vacation. For purposes hereof, "holdover rent" shall mean 200%
of the rent in effect under the Real Property Lease for the period immediately
prior to such vacation or eviction.


	If Secured Party exercises its right to remove the
Personal Property from the Premises as provided herein, Secured Party shall
repair any damage to the Premises and restore it to its condition existing prior
to installation of such Personal Property. Landlord shall have the right to
require Secured Party to post a bond acceptable to Landlord to cover the
potential cost of such repair prior to removing any such Personal
Property.


	No auction or sale of the Personal Property shall be
conducted by Secured Party from the Premises without Landlord's prior written
consent, which consent Landlord may withhold in Landlord's sole and absolute
discretion.


	This waiver shall inure to the benefit of and shall be
binding upon the heirs, administrators, executors, successors and assigns of the
parties hereto. The prevailing party in any action to enforce or interpret this
Agreement shall be entitled to recover from the non-prevailing party all costs
and expenses (including but not limited to attorney's fees) incurred by it in
connection therewith. This Agreement shall be governed by the laws of the State
of California.

In Witness Whereof, the parties hereto have executed,
sealed and delivered this Waiver this __________ day of ________________,
200_.

	
Landlord

By: 

Title:
	
Secured Party

By:

Title:




 

 


















SCHEDULE 1

PERSONAL PROPERTY


















EXHIBIT G

THIS DOCUMENT MUST BE PRINTED IN
LASER JET II 

RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:

 

MID-PENINSULA BANK

C/O Greater Bay Bancorp

Attn: Loan Servicing

2860 West Bayshore Road

Palo Alto, CA 94303

SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
AGREEMENT

NOTICE: THIS SUBORDINATION, ATTORNMENT AND NON-
DISTURBANCE AGREEMENT RESULTS IN YOUR LEASEHOLD INTEREST BECOMING SUBJECT TO AND
OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.

THIS SUBORDINATION, ATTORNMENT AND NON-DISTURBANCE
AGREEMENT ("Agreement"), dated as of  March 3, 2001, between MID-
PENINSULA BANK ("Beneficiary"), Drawbridge/Forbes, LLC, a California limited
liability company ("Owner") and Cell Genesys, Inc., a Delaware corporation
("Tenant"), is as follows:

Owner and Tenant have entered into that certain Lease
dated March 3, 2001, together with any amendments, modifications, renewals
or extensions thereof ("Lease") pursuant to which Owner leased to Tenant and
Tenant leased from Owner the premises more particularly described in the Lease
("Premises") and located on the real property described in Exhibit "A"
attached hereto (the "Secured Property"). Owner has obtained financing
for the Secured Property and has executed a promissory note in the
principal amount of Nine Million Two Hundred Fifty Thousand Dollars ($9,250,000)
("Note") in favor of Beneficiary, payment of which is secured by a Deed
of Trust ("Deed of Trust") encumbering the Secured Property and an Assignment of
Real Property Leases and Rents. 

In order to induce Beneficiary to make the above-
described loan to Owner and to establish certain safeguards and priorities with
respect to their respective rights in connection with the Premises, Beneficiary
has requested that Owner obtain certain warranties and agreements from Tenant as
hereinafter set forth. In consideration of the mutual benefits accruing to the
parties hereto, the receipt of which is hereby acknowledged, the parties agree
as follows:

1.Subordination. The Lease is and at all times
shall continue to be subject and subordinate to the Note and the lien of the
Deed of Trust and to all advances made or to be made thereunder, and to any
renewals, extensions, modifications or replacements thereof, unless Beneficiary
has filed a notice subordinating the lien of its Deed of Trust to the Lease.
Beneficiary specifically reserves the right to file such a notice at its sole
election. Tenant shall not subordinate the Lease to any lien, claim, mortgage,
deed of trust, or other encumbrance of any kind, except as provided in this
paragraph, and any such other subordination shall be deemed a default under the
Lease and this Agreement. Tenant agrees to execute and deliver to Beneficiary or
to any party to whom Tenant hereby agrees to attorn, in form and substance
satisfactory to such party, such other instrument as either shall request in
order to effectuate the provisions of this Agreement.

2.Limitation on Liability. Nothing herein
contained shall impose any obligation upon Beneficiary to perform any of the
obligations of Owner under the Lease unless and until Beneficiary shall become
an owner or mortgagee in possession of the Premises, and Beneficiary shall have
no personal liability to Tenant beyond Beneficiary's interest in the Secured
Property.

3.Attornment. In the event of a foreclosure or
other acquisition of the Premises (including, without limitation, by deed in
lieu of foreclosure), the Lease shall be recognized as a direct lease from the
Beneficiary, the purchaser at the foreclosure sale, or any such subsequent owner
(collectively referred to as "Purchaser"), except Purchaser shall not be (i)
liable for any previous act or omission of Owner under the Lease; (ii) subject
to any offset which shall theretofore have accrued to Tenant against Owner;
(iii) subject to any obligation with respect to any security deposit under the
Lease unless such security deposit has been physically delivered to Purchaser;
or (iv) bound by any previous modification or prepayment of rents or other sums
due under the Lease greater than one month unless such modification or
prepayment shall have been expressly approved in writing by Beneficiary, which
approval shall not be unreasonably withheld.

4.Non-disturbance. So long as no default
exists (after notice, if any, required by the Lease) as would entitle Owner
under the Lease to terminate the Lease or would cause, without any further
action of Owner, the termination of the Lease or would entitle Owner to
dispossess Tenant thereunder, the Lease shall not be terminated nor shall
Tenant's use, possession, or enjoyment of the Premises be interfered with, nor
shall the leasehold estate granted by the Lease be affected in any foreclosure,
or in any action or proceeding instituted under or in connection with the Deed
of Trust and Lender shall recognize Tenant as the tenant of the Premises and
Tenant's Option to Purchase and Right of First Refusal under the Lease for the
remainder of the term of the Lease in accordance with the provisions
thereof.

5.Payment of Rent on Default. Tenant
acknowledges and agrees that the Lease has been assigned to Beneficiary by Owner
as security for its obligations under, and secured by, the Note and Deed of
Trust. Tenant agrees that, upon receipt of notice from Beneficiary that a
default exists under the Note or Deed of Trust, or any instrument or document
collateral thereto, Tenant shall make all rental and other payments required
pursuant to the Lease, as directed by written instruction from Beneficiary.
Tenant may make payments to Beneficiary directly in the event of such a default,
for which written notice has been delivered to Tenant, and thereby be properly
credited with an offset and credit for such payments as against the rental
payments then due under the Lease.

Owner acknowledges and agrees that Beneficiary shall be
entitled to collect and receive rents pursuant to the Lease as provided herein
and Tenant is authorized and hereby directed to make all such payments of rent
to Beneficiary upon receipt of the notice of default provided that Tenant shall
be under no duty or obligation to make further inquiry. Tenant shall continue to
make all such payments of rent to Beneficiary unless and until Tenant is
otherwise authorized and directed in writing by Beneficiary.

6.Further Documents. Tenant shall execute and
deliver to Beneficiary or to any party to whom Tenant hereby agrees to attorn,
in form and substance reasonably satisfactory to such party, such other
instruments as either shall request in order to effectuate the provisions of
this Agreement.

7.Subordination. Tenant declares, agrees and
acknowledges that it intentionally and unconditionally subordinates the Lease
and its leasehold interest in favor of the lien or charge upon the Secured
Property of the Deed of Trust in favor of Beneficiary, subject to the terms of
this Agreement.

8.Successors and Assigns. This Agreement shall
inure to the benefit of and be binding upon the parties hereto, their successors
and assigns, and the holder from time to time of the Note.

9.Attorneys' Fees. If any legal action,
arbitration or other proceeding is commenced to enforce any provision of this
Agreement, the prevailing party shall be entitled to an award of its actual
expenses, including without limitation, expert witness fees, actual attorneys'
fees and disbursements.

10.Notices. All notices to Beneficiary shall
be by certified mail to the address given at the top of page one of this
Agreement. All notices to Tenant shall be by certified mail to the Premises.

11.Miscellaneous. This Agreement may not be
modified other than by an agreement in writing, signed by the parties hereto or
by their respective successors in interest. Except as herein modified all of the
terms and provisions of the Lease shall remain in full force and effect. In the
event of a conflict between the Lease and this Agreement, the terms and
provisions of this Agreement shall control. Nothing in this Agreement shall in
any way impair or affect the lien created by the Deed of Trust or the other lien
rights of Beneficiary.

12.Counterparts.This Agreement may be
executed in counterparts which together shall constitute but one and the same
original.

 

SIGNATURES ON FOLLOWING PAGE

BENEFICIARY:

 

MID-PENINSULA BANK

 

By: 

Its:________________________________________________________

 

 

OWNER:

Drawbridge/Forbes, LLC, 

a California limited liability 

company
By:Drawbridge Partners LLC, a 

Delaware limited liability company, its Manager



By:__________________

Mark S. Whiting, Manager

By:_______________

Mark Pearson, Member

 

TENANT:

CELL GENESYS, INC., a Delaware corporation

 

By:_______________

Its:________________


(ATTACH APPROPRIATE NOTARY JURAT)

[To Be Attached]

EXHIBIT A

DESCRIPTION OF SECURED PROPERTY

[To Be Attached]

















EXHIBIT  H


FORM OF MEMORANDUM OF LEASE

RECORDING REQUESTED BY

AND WHEN RECORDED, MAIL TO

Cooley Godward LLP

One Maritime Plaza, 20th Floor

San Francisco, CA 94111

Attention: Paul Churchill, Esq.

MEMORANDUM OF LEASE

This Memorandum Of Lease (this "Memorandum") is made and
entered into this 3rd day of March, 2001 by and between
Drawbridge/Forbes, LLC, a California limited liability company
("Landlord") and Cell Genesys, Inc., a Delaware corporation
("Tenant"), with reference
to the following facts:



	Landlord and Tenant are the landlord and tenant,
respectively, under that certain Lease dated as of March 3, 2001 (the "Lease"),
relating to certain real property located in the City of South San Francisco,
County of San Mateo, State of California, more particularly described in Exhibit
"A" attached hereto (the "Property").


	Pursuant to Article 17 of the Lease, Landlord has granted
to Tenant the option to purchase (the "Purchase Option"), and pursuant to
Article 18 of the Lease, Landlord has granted to Tenant a right of first refusal
to purchase (the "Right of First Refusal"), the Property and the improvements
and certain other property located thereon.


	Landlord and Tenant desire to have this Memorandum
recorded in the Official Records of San Mateo County, California, in order to
put interested parties on notice of the Purchase Option and the Right of First
Refusal. 

Now, Therefore, the parties hereto hereby agree as
follows:






	Lease of the Property. Landlord hereby leases the
Premises to Tenant, and Tenant hereby leases the Premises from Landlord for a
term of Fifteen Years and Five Months commencing on February 15, 2003 (subject
to extension as set forth in the Lease), and terminating Fifteen Years and Five
Months thereafter, all subject to and on terms and conditions more fully set
forth in the Lease. The Lease is incorporated herein by this reference.



	Purchase Option. Landlord has granted, and hereby
grants, to Tenant the Purchase Option described in Recital B above during the
time, for the price, and on the terms and conditions contained in the Lease, the
terms and conditions of which are incorporated herein by this reference in their
entirety. The Purchase Option must be exercised on or before the certain
alternative dates specified in the Lease, but in no event later than August 15,
2003.


	Right of First Refusal. Landlord has granted, and
hereby grants, to Tenant the Right of First Refusal described in Recital B above
during the time, for the price, and on the terms and conditions contained in the
Lease, the terms and conditions of which are incorporated herein by this
reference in their entirety. The Right of First Refusal must be exercised on or
before the date specified in the Lease. 


	Information. Any party who is interested in
acquiring an interest in the Property should contact the Landlord and the
Tenant.

 

In Witness Whereof, the parties hereto have executed
this Memorandum on the day and year first above written.
Landlord:

Drawbridge/Forbes, LLC, a California limited liability 

company
By:Drawbridge Partners LLC, a Delaware limited liability company, its
Manager















Dated:By:

Mark S. Whiting, Manager

By:

Mark Pearson, Member
Tenant:

Cell Genesys, Inc., a Delaware corporation













Dated:By:
Name:



Its:











[ALL SIGNATURES MUST BE NOTARIZED]




















 

EXHIBIT I

FORM OF TERMINATION OF PURCHASE OPTION

RECORDING REQUESTED BY

                   AND WHEN RECORDED, MAIL TO

                   Cooley Godward LLP

                   One Maritime Plaza, 20th Floor

                   San Francisco, CA 94111

                  Attention: Paul Churchill, Esq.

TERMINATION OF PURCHASE OPTION

This Termination of Purchase Option ("Termination") is dated as of
this 3rd day of March, 2001 by and between Drawbridge/Forbes, LLC, a
California limited liability company ("Landlord") and Cell Genesys, Inc.,
a Delaware corporation ("Tenant").

Recitals

A.Landlord and Tenant are the landlord and tenant, respectively,
under that certain Lease dated as of March 3, 2001 (the "Lease"), relating to
certain real property located in the City of South San Francisco, County of San
Mateo, State of California, more particularly described in Exhibit "A" attached
hereto (the "Property").; and 

B.Pursuant to Article 17 of the Lease, Landlord has granted to
Tenant the option to purchase (the "Purchase Option") the Property and the
improvements and certain other property located thereon.

C.Landlord and Tenant caused to be recorded at Book __, Page __
[or as Instrument No. _________] in the Official Records of San Mateo County,
California, that certain Memorandum of Lease, in order to put interested parties
on notice of the Purchase Option.

D.The Purchase Option has been terminated and is no longer of any
force or effect.

E.Landlord and Tenant now desire to cause this Termination to be
recorded in the Official Records of San Mateo County, California, in order to
put interested parties on notice that the Purchase Option has been
terminated.

Agreement

Now Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby (a)
terminate the Purchase Option, (b) agree that the Purchase Option has
terminated, and (c) agree that the Purchase Option is void and of no force or
effect.

 

In Witness Whereof, Landlord and Tenant have executed this Termination
as of the date first written above.
Landlord:

Drawbridge/Forbes, LLC, a California limited liability 

company
By:Drawbridge Partners LLC, a Delaware limited liability company, its
Manager















Dated:By:

Mark S. Whiting, Manager

By:

Mark Pearson, Member
Tenant:

Cell Genesys, Inc., a Delaware corporation













Dated:By:
Name:



Its:











[ALL SIGNATURES MUST BE NOTARIZED]


















EXHIBIT
J

FORM OF TERMINATION OF RIGHT OF FIRST
REFUSAL

RECORDING REQUESTED BY

                   AND WHEN RECORDED, MAIL TO

                   Cooley Godward LLP

                   One Maritime Plaza, 20th Floor

                   San Francisco, CA 94111

                   Attention: Paul Churchill, Esq.





TERMINATION OF RIGHT OF FIRST REFUSAL

This Termination of Right of First refusal ("Termination") is
dated as of this 3rd day of March, 2001 by and between Drawbridge/Forbes,
LLC, a California limited liability company ("Landlord") and Cell
Genesys, Inc., a Delaware corporation ("Tenant").

Recitals

A.Landlord and Tenant are the landlord and tenant, respectively,
under that certain Lease dated as of March 3, 2001 (the "Lease"), relating to
certain real property located in the City of South San Francisco, County of San
Mateo, State of California, more particularly described in Exhibit "A" attached
hereto (the "Property").; and 

B.Pursuant to Article 18 of the Lease, Landlord has granted to
Tenant the right of first refusal to purchase (the "Right of First Refusal") the
Property and the improvements and certain other property located thereon.

C.Landlord and Tenant caused to be recorded at Book __, Page __
[or as Instrument No. _________] in the Official Records of San Mateo County,
California, that certain Memorandum of Lease, in order to put interested parties
on notice of the Right of First Refusal.

D.The Right of First Refusal has been terminated and is no longer
of any force or effect.

E.Landlord and Tenant now desire to cause this Termination to be
recorded in the Official Records of San Mateo County, California, in order to
put interested parties on notice that the Right of First Refusal has been
terminated.

Agreement

Now Therefore, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, Landlord and Tenant hereby (a)
terminate the Right of First Refusal, (b) agree that the Right of First Refusal
has terminated, and (c) agree that the Right of First Refusal is void and of no
force or effect.

 

In Witness Whereof, Landlord and Tenant have executed this Termination
as of the date first written above.
Landlord:

Drawbridge/Forbes, LLC, a California limited liability 

company
By:Drawbridge Partners LLC, a Delaware limited liability company, its
Manager















Dated:By:

Mark S. Whiting, Manager

By:

Mark Pearson, Member
Tenant:

Cell Genesys, Inc., a Delaware corporation













Dated:By:
Name:

Its:













[ALL SIGNATURES MUST BE NOTARIZED]

SCHEDULE 1

REMOVABLE AND NONREMOVABLE

TENANT IMPROVEMENTS

Landlord and Tenant acknowledge and agree that Tenant
will be installing Tenant Improvements (as defined in the Work Letter) in the
Leased Premises which shall consist of items of general construction and certain
special equipment which is unique to Tenant's use and occupancy. 

As used in the Lease, "Removable Tenant Improvements" shall
mean all of the Tenant Improvements other than Landlord's Improvements, as
defined below. Tenant, at its cost, shall promptly repair any damage to the
Buildings or Landlord's Improvements occasioned by the removal of Removable
Tenant Improvements.

All Removable Tenant Improvements may be pledged as security
for a loan or equipment lease (provided such pledging is in compliance with this
Lease, Landlord's deeds of trust or other loan documents, provided that Landlord
shall not be obligated to sign a lien waiver or similar instrument in connection
therewith, except only a Lien Waiver in the form attached to the Lease as
Exhibit F) and can be removed by Tenant upon termination of this Lease.
All of Landlord's Improvements shall remain with the Leased Premises.

Tenant Improvements that are or will become Landlord's
property (hereafter, "Landlord's Improvements") shall include all Tenant
Improvements listed below, provided; however that upon Tenant's request, and
subject to Landlord's reasonable determination, Landlord shall acknowledge that
any mechanical equipment which arguably would be included in the following list
but which is not an interior component of the shells of the Buildings or Basic
Building Service (as defined below) as required for general office use, is not a
Landlord's Improvement. "Basic Building Services" shall mean: all heating,
ventilating and air conditioning systems; plumbing, 60-cycle; single and three-
phase; and 110, 220, 277 and, to the extent necessary to run the Basic Building
Services, 480 volts. 

 




	Architectural



	Interior demising walls


	Paint/wall coverings


	Floor


	Floor coverings


	Doors, door frames


	Window coverings


	Closets built into Buildings


	Ceremonial and fire exit stairs


	Bathrooms, partitions and fixtures


	Hardware for the above items 1.A-I


	Insulation


	Ceiling


	Emergency generator pads


	Transformer and mechanical pads


	Sleepers/crickets


	Elevators and related equipment


	Structural reinforcements necessitated by the
installation of any tenant improvements


	Items necessary to meet building and other codes related
to handicapped individuals


	Electrical



	Transformer


	Conduit and conductors to electrical closet


	Switch gear, circuit breakers and stepdown
transformers


	Distribution conduit, conductors, junction boxes,
switches, cover plates, duplexes, fourplexes, whether for normal or emergency
power (including all mechanical requirements)


	Grounding devices and apparatus


	Night lights


	Emergency lights


	Exit lights


	Telephone terminal backboard and cabinet


	All incandescent and florescent light fixtures (whether
floor, ceiling, or wall mounted) and lamps, except those illuminating items
which may be plugged in


	Telephone conduit, wiring, outlets and cover
plates


	Computer conduit, writing, outlets and cover
plates


	Fire alarm wiring


	Security system wiring


	Motor generator


	Mechanical - HVAC



	Air conditioning units for office use in the entirety of
the Buildings; provided that Tenant can remove and replace units to comply with
the foregoing.


	Hot water pump


	Boilers


	Make up air equipment


	Air compressors for HVAC


	Air dryers


	Exhaust fans and stacks


	Condensing units


	Fans (external to Buildings)


	Cooling towers


	Vanes


	Controls


	Starter motors

NONREMOVABLE AND NON LEASABLE TENANT IMPROVEMENTS


	Plenums


	Diffusers


	Filters


	Rigid and flexible ducting


	Dampers

F.Isolators


	VAV boxes


	Piping


	Hood exhaust duct work


	Mechanical - Plumbing



	Sanitary sewer lines, piping and venting


	Hazardous chemical waste lines, piping and
venting


	HVAC lines, piping and venting


	Distribution lines, connections and cover plates for
process gases and fluids such as carbon dioxide, nitrogen, oxygen, freon and
distilled and deionized water


	Vacuum piping


	Drinking fountains

I.Sprinkler drops and heads







	 	
TABLE OF CONTENTS
	
PAGE

	
Article 1
	
REFERENCE
	
1

	
1.1
	
References
	
1

	
Article 2
	
Leased Premises, Term And Possession
	
3

	
2.1
	
Demise Of Leased Premises
	
4

	
2.3
	
Lease Commencement Date And Lease Term
	
4

	
2.4
	
Delivery Of Possession
	
4

	
2.5
	
Construction of Improvement Work; Completion.
	
4

	
2.6
	
Surrender Of Possession
	
4

	
Article 3
	
Rent, Late Charges And Security Deposits
	
5

	
3.1
	
Base Monthly Rent
	
5

	
3.2
	
Additional Rent
	
5

	
3.3
	
Year-End Adjustments
	
5

	
3.4
	
Late Charge, And Interest On Rent In Default.
	
6

	
3.5
	
Payment Of Rent
	
6

	
3.6
	
Prepaid Rent
	
6

	
3.7
	
Security Deposit
	
6

	
Article 4
	
Use Of Leased Premises And Outside Area
	
7

	
4.1
	
Permitted Use
	
7

	
4.2
	
General Limitations On Use
	
7

	
4.3
	
Noise And Emissions
	
7

	
4.4
	
Trash Disposal
	
7

	
4.5
	
Parking
	
7

	
4.6
	
Signs
	
8

	
4.7
	
Compliance With Laws And Private Restrictions
	
8

	
4.8
	
Compliance With Insurance Requirements
	
8

	
4.9
	
Landlord's Right To Enter
	
8

	
4.10
	
Use Of Outside Areas
	
8

	
4.11
	
Environmental Protection
	
9

	
4.12
	
Rules And Regulations
	
10

	
4.13
	
Reservations
	
10

	
Article 5
	
Repairs, Maintenance, Services And Utilities
	
10

	
5.1
	
Repair And Maintenance
	
10

	
(a)
	
Tenant's Obligations
	
10

	
(b)
	
Landlord's Obligation
	
11

	
5.2
	
Utilities
	
11

	
5.3
	
Security
	
11

	
5.5
	
Limitation Of Landlord's Liability
	
11

	
Article 6
	
Alterations And Improvements
	
11

	
6.1
	
By Tenant
	
11

	
6.2
	
Ownership Of Improvements
	
12

	
6.3
	
Alterations Required By Law
	
12

	
6.4
	
Liens
	
12

	
Article 7
	
Assignment And Subletting By Tenant
	
13

	
7.1
	
By Tenant
	
13

	
7.2
	
Merger, Reorganization, or Sale of Assets
	
13

	
7.3
	
Landlord's Election
	
13

	
7.4
	
Conditions To Landlord's Consent
	
14

	
7.5
	
Assignment Consideration And Excess Rentals Defined
	
14

	
7.6
	
Payments
	
15

	
7.7
	
Good Faith
	
15

	
7.8
	
Effect Of Landlord's Consent
	
15

	
Article 8
	
Limitation On Landlord's Liability And Indemnity
	
15

	
8.1
	
Limitation On Landlord's Liability And Release
	
15

	
8.2
	
Tenant's Indemnification Of Landlord
	
15

	
Article 9
	
Insurance
	
16

	
9.1
	
Tenant's Insurance
	
16

	
9.2
	
Landlord's Insurance
	
16

	
9.3
	
Mutual Waiver Of Subrogation
	
17

	
Article 10
	
Damage To Leased Premises
	
17

	
10.1
	
Landlord's Duty To Restore
	
17

	
10.2
	
Insurance Proceeds
	
17

	
10.3
	
Landlord's Right To Terminate
	
17

	
10.4
	
Tenant's Right To Terminate
	
18

	
10.5
	
Tenant's Waiver
	
18

	
10.6
	
Abatement Of Rent
	
18

	
Article 11
	
Condemnation
	
18

	
11.1
	
Tenant's Right To Terminate
	
18

	
11.2
	
Landlord's Right To Terminate
	
18

	
11.3
	
Restoration
	
18

	
11.4
	
Temporary Taking
	
18

	
11.5
	
Division Of Condemnation Award
	
19

	
11.6
	
Abatement Of Rent
	
19

	
11.7
	
Taking Defined
	
19

	
Article 12
	
Default And Remedies
	
19

	
12.1
	
Events Of Tenant's Default
	
19

	
12.2
	
Landlord's Remedies
	
20

	
12.3
	
Landlord's Default And Tenant's Remedies
	
20

	
12.4
	
Limitation Of Tenant's Recourse
	
21

	
12.5
	
Tenant's Waiver
	
21

	
Article 13
	
General Provisions
	
21

	
13.1
	
Taxes On Tenant's Property
	
21

	
13.2
	
Holding Over
	
21

	
13.3
	
Subordination To Mortgages
	
22

	
13.4
	
Tenant's Attornment Upon Foreclosure
	
22

	
13.5
	
Mortgagee Protection
	
22

	
13.6
	
Estoppel Certificate
	
22

	
13.7
	
Tenant's Financial Information
	
22

	
13.8
	
Transfer By Landlord
	
23

	
13.9
	
Force Majeure
	
23

	
13.10
	
Notices
	
23

	
13.11
	
Attorneys' Fees
	
23

	
13.12
	
Definitions
	
23

	
(a)
	
Real Property Taxes
	
24

	
(b)
	
Landlord's Insurance Costs
	
24

	
(c)
	
Property Maintenance Costs
	
24

	
(d)
	
Property Operating Expenses
	
24

	
(e)
	
Law
	
24

	
(f)
	
Lender
	
24

	
(g)
	
Private Restrictions
	
24

	
(h)
	
Rent
	
24

	
13.13
	
General Waivers
	
24

	
13.14
	
Miscellaneous
	
25

	
13.15
	
Parking and Traffic
	
25

	
Article 14
	
Authority Brokers And Entire Agreement
	
26

	
14.1
	
Authority
	
26

	
14.2
	
Brokerage Commissions
	
27

	
14.3
	
Entire Agreement
	
27

	
14.4
	
Representations
	
27

	
14.5
	
Approvals
	
27

	
14.6
	
Memorandum of Lease; Termination Agreement
	
27

	
Article 15
	
Options To Extend
	
27

	
Article 16
	
Telephone Service
	
29

	
Article 17
	
Purchase Option; Termination of Purchase Option and/or
Lease
	
29

	
Article 18
	
Right of First Refusal
	
30