Prepared by MerrillDirect





EXHIBIT
10.65


 


 


ARDENWOOD
CORPORATE PARK


INDUSTRIAL
LEASE - MULTI-TENANT


 


Abgenix,
Inc.

a Delaware corporation


(“Tenant”)


 


and


 


AMB
Property, L.P.

a Delaware Limited Partnership

(“Landlord”)


 


 





 


Table of Content


	1.	Basic
  Provisions ("Basic Provisions")
	1.1	Parties
	1.2	Premises
	1.3	Term
	1.4	Base Rent
	1.5	Tenant's Share of
  Operating Expenses ("Tenant's Share")
	1.6	Tenant's
  Estimated Monthly Rent Payment
	1.7	Security Deposit
	1.8	Permitted Use ("Permitted
  Use")
	1.9	Guarantor
	1.10	Addendum
	1.11	Exhibits
	1.12	Address for Rent Payments

	2.	Premises, Parking and Common
  Areas
	2.1	Letting
	2.2	Common Areas - Definition
	2.3	Common Areas - Tenant's
  Rights
	2.4	Common Areas -
  Rules and Regulations
	2.5	Common Area Changes
	2.6	Parking

	3.	Term
	3.1	Term
	3.2	Delay in Possession
	3.3	Commencement Date
  Certificate

	4.	Rent
	4.1	Base
  Rent
	4.2	Operating Expenses

	5.	Security
  Deposit

	6.	Use
	6.1	Permitted
  Use
	6.2	Hazardous
  Substances
	6.3	Tenant's
  Compliance with Requirements
	6.4	Inspection; Compliance
  with Law
	6.5	Tenant Move-in
  Questionnaire

	7.	Maintenance,
  Repairs, Trade Fixtures and Alterations
	7.1	Tenant's Obligations
	7.2	Landlord's Obligations
	7.3	Alterations
	7.4	Surrender/Restoration

	8.	Insurance; Indemnity
	8.1	Payment
  of Premiums
	8.2	Tenant's Insurance
	8.3	Landlord's Insurance
	8.4	Waiver of Subrogation
	8.5	Indemnity
	8.6	Exemption of
  Landlord from Liability

	9.	Damage or Destruction
	9.1	Termination Right
	9.2	Damage Caused by Tenant

	10.	Real Property Taxes
	10.1	Payment of Real Property
  Taxes
	10.2	Real Property Tax
  Definition
	10.3	Joint
  Assessment
	10.4	Tenant's Property Taxes
	10.5	Additional Improvements

	11.	Utilities

	12.	Assignment and Subletting
	12.1	Landlord's Consent Required
	12.3	Excess Consideration

	13.	Default; Remedies
	13.1	Default
	13.2	Remedies
	13.3	Late Charges

	14.	Condemnation

	15.	Estoppel
  Certificate and Financial Statements
	15.1	Estoppel Certificate
	15.2	Financial Statement

	16.	Additional
  Covenants and Provisions
	16.1	Severability
	16.2	Interest on Past-Due
  Obligations
	16.3	Time of Essence
	16.4	Landlord Liability
	16.5	No Prior or Other
  Agreements
	16.6	Notice Requirements
	16.7	Date of Notice
	16.8	Waivers
	16.9	Holdover
	16.10	Cumulative Remedies
	16.11	Binding Effect: Choice of
  Law
	16.12	Landlord
	16.13	Attorneys' Fees and
  Other Costs
	16.14	Landlord's
  Access; Showing Premises; Repairs
	16.15	Signs
	16.16	Termination: Merger
	16.17	Quiet Possession
	16.18	Subordination;
  Attornment; Non-Disturbance
	16.19	Rules and Regulations
	16.20	Security Measures
	16.21	Reservations
	16.22	Conflict
	16.23	Offer
	16.24	Amendments
	16.25	Multiple Parties
	16.26	Authority



 



 










 


AMB Property, LP

Industrial Multi-Tenant Lease


1.          Basic Provisions ("Basic Provisions")




             1.1        Parties:  This Lease ("Lease") dated February
8, 2001, is made by
and between AMB Property, L.P., a Delaware
limited partnership, ("Landlord") and Abgenix, Inc., a Delaware corporation,
("Tenant") (collectively the "Parties," or individually a
"Party").


             1.2        Premises:  A portion, outlined on Exhibit A attached hereto
("Premises"), of the building ("Building") located at 34551 Ardenwood Boulevard in the City of Fremont, State
of California, consisting of approximately 73,887
rentable square feet (“Rentable Square Feet”).  Landlord will re-measure the
Premises after the current tenant vacates the Premises and prior to Tenant's
occupancy of the Premises.  If that
measurement is correct within 2% of 73,887 square feet, no change to the Lease
will be made.  If the measurement
differs from the Rentable Square Feet by more than 2%, the Lease will be
changed accordingly.  The
Building is located in the corporate center commonly known as Ardenwood Corporate Park (the "Real
Property").  Tenant shall have
non-exclusive rights to the Common Areas (as defined in Paragraph 2.3 below),
but shall not have any rights to the roof, exterior walls or utility raceways
of the Building or to any other buildings in the Corporate Center.  The Premises, the Building, the Common
Areas, the land upon which they are located and all other buildings and
improvements thereon are herein collectively referred to as the "Corporate
Center."


             1.3        Term: Ten (10) years and no months
("Term") commencing May 1, 2001 ("Commencement
Date") and ending April 30, 2011
("Expiration Date").


             1.4        Base Rent: $247,521.45 per month ("Base
Rent")from Commencement Date through April 30,
2001.  $247,521.45for the first month’s base rent, payable
on execution of this Lease.


                           From May 1, 2001 through April 30, 2002: $247,521.45

                           From May 1,
2002 through April 30, 2003: $257,422.31

                           From May 1,
2003 through April 30, 2004: $267,719.20

                           From May 1,
2004 through April 30, 2005: $278,427.97

                           From May 1,
2005 through April 30, 2006: $289,565.09

                           From May 1,
2006 through April 30, 2007: $301,147.69

                           From May 1, 2007
through April 30, 2008: $313,193.60

                           From May 1,
2008 through April 30, 2009: $325,721.34

                           From May 1,
2009 through April 30, 2010: $338,750.19

                           From May 1,
2010 through April 30, 2011: $352,300.20


             1.5        Tenant's
Share of Operating Expenses ("Tenant's Share"):


              (a)        24.99%
of the
Corporate Center, consisting
of 295,657 square feet, as depicted on Exhibit
A.


             1.6        Tenant's
Estimated Monthly Rent Payment:  Following is the estimated
monthly Rent payment to Landlord pursuant to the provisions of this Lease.  This estimate
is made at the inception of the Lease and is subject to adjustment pursuant to
the provisions of this Lease:


                           (a)         Base Rent
(Paragraph 4.1)                     $247,521.45


                           (b)        Operating Expenses
(Paragraph 4.2,


                                      
  excluding
Real Property Taxes and


                                      
  Landlord
Insurance                   $   5,192.00   


                           (c)         Landlord Insurance
(Paragraph 8.3)    $     
378.00  


                           (d)        Real Property Taxes
(Paragraph 10)     $ 10,441.00  


 


                                      
               Estimated Monthly Payment $263,532.45


             1.7        Security Deposit:  Three Million Two Hundred Fifty
Thousand Dollars ($3,250,000) (“Security Deposit”) payable as follows:


	(a)	Two
  Hundred Fifty Thousand Dollars ($250,000) cash, payable to Landlord upon
  Lease execution; and
	(b)	Three
  Million Dollars ($3,000,000) in the form of an irrevocable letter of credit
  (“Letter of Credit”) from an AA or better rated banking institution (“Bank”),
  and in a form acceptable to Landlord, secured by a fully executed written
  security agreement between Tenant and the Bank (“Security Agreement”) also in
  a form acceptable to Landlord.  Tenant
  shall represent and warrant in the Security Agreement, and hereby represents
  and warrants to Landlord, that (i) the Security Agreement covers collateral
  owed by Tenant at the time Tenant executes the Security Agreement
  (“Collateral”), and (ii) the Bank is issuing the Letter of Credit in
  consideration for a perfected security interest in the Collateral and in
  consideration for its receipt from Tenant of a UCC-1 financing statement
  adequately describing the Collateral in sufficient form to be filed with the
  California Secretary of State.  The
  Letter of Credit shall be obtained by Tenant within ten (10) days of Tenant’s
  execution of the Lease; provided, however, that Tenant shall have no right to
  occupy the Premises (whether under the main terms of the Lease or under the
  Early Occupancy Addendum (Addendum 2)) unless and until Landlord has received
  the Letter of Credit, and further provided that if Landlord has not received
  the Letter of Credit by 5 p.m. on the tenth (10th) day after
  Tenant executes the Lease, then Landlord shall have the right to cancel the
  Lease by so notifying Tenant at any time prior to its receipt of
  the Letter of Credit, in which case the Lease shall terminate and be of no
  further force and effect except as to those provisions which by their terms
  survive termination, and Landlord shall have no further duties or obligations
  to Tenant hereunder.  The Letter of
  Credit may be reduced, but only in accordance with Paragraph 5, below;  and







             1.8        Permitted Use ("Permitted Use")
:
Office, laboratory, vivarium, research and
development facility and other uses related to Tenant’s biotechnology business,
but only to the extent permitted by the City of Fremont and any and all agencies having jurisdiction, and for
no other use whatsoever without Landlord’s prior written approval.



             1.10     Addenda.
  Attached hereto are the following Addenda,
which constitute a part of this Lease:

                           Addendum 1:   Landlord’s Remedies Addendum in Event of
Tenant Default

                           Addendum 2:   Early Occupancy

                           Addendum 3:   Option To Extend


             1.11     Exhibits
:  Attached hereto are the following Exhibits,
all of which constitute a part of this Lease:


                           Exhibit A:         Diagram of
Premises

                           Exhibit B:          Commencement Date Certificate


                           Exhibit C:          Rules and Regulations

                           Exhibit D:          Tenant Move-in and Lease Renewal
Environmental Questionnaire

                           Exhibit E:          Tenant Improvements

                           Exhibit F:          Tenant Estoppel Certificate



             1.12     Address
for Rent Payments:  All amounts payable by Tenant to Landlord
shall until further notice from Landlord be paid to AMB Property, L.P.at
the following address:


AMB
Property, L.P.

P.O. Box 842537

Dallas, TX  75284-2537



2.          Premises, Parking
and Common Areas.


             2.1        Letting.  Landlord hereby leases to Tenant and Tenant
hereby leases from Landlord the Premises upon all of the terms, covenants and
conditions set forth in this Lease.  Any
statement of square footage set forth in this Lease or that may have been used
in calculating Base Rent and/or Operating Expenses is an approximation which
Landlord and Tenant agree is reasonable and the Base Rent and Tenant's Share
based thereon is not subject to revision whether or not the actual square
footage is more or less.  If such square
footage is changed pursuant to Paragraph 1.2, above, the foregoing shall be
true for any such revised number. 
Tenant accepts the Premises in its present condition, state of repair
and operating order and in its present “As-Is” condition, subject to Exhibit
E Tenant Improvements, and provided, however, that Landlord represents,
without having conducted any investigation, that to Landlord’s actual knowledge
and so long as neither Tenant nor anyone takes any action to improve or alter
the Premises in any manner, the Premises are in move-in condition.


             2.2        Common Areas - Definition.  "Common Areas" are all areas and
facilities outside the Premises and within the exterior boundary line of the
Corporate Center and interior utility raceways within the Premises that are
provided and designated by the Landlord from time to time for the general
non-exclusive use of Landlord, Tenant and other tenants of the Corporate Center
and their respective employees, suppliers, shippers, tenants, contractors and
invitees.


             2.3        Common Areas - Tenant's Rights.  Landlord hereby grants to Tenant, for the
benefit of Tenant and its employees, suppliers, shippers, contractors,
customers and invitees, during the term of this Lease, the non-exclusive right
to use, in common with others entitled to such use, the Common Areas as they
exist from time to time, subject to any rights, powers, and privileges reserved
by Landlord under the terms hereof or under the terms of any rules and
regulations or covenants, conditions and restrictions governing the use of the
Corporate Center.


             2.4        Common
Areas - Rules and Regulations.  Landlord shall have the exclusive control
and management of the Common Areas and shall have the right, from time to time,
to establish, modify, amend and enforce reasonable Rules and Regulations with
respect thereto in accordance with Paragraph 16.19.


             2.5        Common Area Changes.  Landlord shall have the right, in Landlord's
sole discretion, from time to time, to take the following actions (“Common Area
Changes”):


                           (a)         To make changes to
the Common Areas,
including, without limitation, changes in the locations, size, shape and number
of driveways, entrances, parking spaces, parking areas, loading and unloading
areas, ingress, egress, direction of traffic, landscaped areas, walkways and
utility raceways;


                           (b)        To close temporarily any
of the Common
Areas for maintenance purposes so long as reasonable access to the Premises
remains available;


                           (c)         To designate other
land outside the
boundaries of the Corporate Center to be a part of the Common Areas;


                           (d)        To add additional
buildings and
improvements to the Common Areas;


                           (e)         To use the Common
Areas while engaged
in making additional improvements, repairs or alterations to the Corporate
Center, or any portion thereof; and





                           (f)         To do and perform such other
acts and
make such other changes in, to or with respect to the Common Areas and Corporate
Center as Landlord may, in the exercise of sound business judgment, deem to be
appropriate; provided, however, that no Common Area Changes shall materially
interfere with Tenant’s Quiet Possession (defined below).  Landlord shall provide Tenant with prior
written notice of all Common Area Changes except in case of emergency.   Charges for all Common Area Changes shall
be governed by Sections 4, 6 and 7 of the Lease.


             2.6        Parking.  Tenant shall
have the nonexclusive use of two hundred and forty-six (246) undesignated vehicle
parking spaces, unreserved and unassigned, on those portions of the Common
Areas designated by Landlord for such parking. 
Tenant shall not use more parking spaces than such number.  Such parking spaces shall be used only for
parking by vehicles no larger than full sized passenger automobiles or pick-up
trucks.  Tenant shall not permit or
allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees,
suppliers, shippers, customers or invitees to be loaded, unloaded or parked in
areas other than those designated by Landlord for such activities.  If Tenant permits or allows any of the
prohibited activities described herein, then Landlord shall have the right,
without notice, in addition to such other rights and remedies that it may have,
to remove or tow away the vehicle involved and charge the cost to Tenant, which
cost shall be immediately payable as additional rent upon demand by Landlord.


3.          Term.


             3.1        Term
.  The Commencement Date, Expiration Date and
Term of this Lease are as specified in Paragraph 1.3.


             3.2        Delay in Possession.  If for any reason Landlord cannot deliver
possession of the Premises to Tenant by the Commencement Date, Landlord shall
not be subject to any liability therefor, nor shall such failure affect the
validity of this Lease or the obligations of Tenant hereunder.  In such case, Tenant shall not, except as
otherwise provided herein, be obligated to pay Rent or perform any other
obligation of Tenant under the terms of this Lease until Landlord delivers
possession of the Premises to Tenant. 
The term of the Lease shall commence on the earlier of (i) the date
Tenant takes possession of the Premises to Tenant or (ii) 10 days following
notice to Tenant that Landlord is prepared to tender possession of the Premises
to Tenant.  If possession of the
Premises is not delivered to Tenant within 90 days after the Commencement Date
and such delay is not due to Tenant's acts, failure to act or omissions Tenant
may by notice in writing to Landlord within 10 days after the end of said 90
day period cancel this Lease and the parties shall be discharged from all
obligations hereunder.  If such written
notice of Tenant is not received by Landlord within said 10 day period,
Tenant's right to cancel this Lease shall terminate.


             3.3        Commencement Date Certificate.  At the request of Landlord, Tenant shall
execute and deliver to Landlord a completed certificate ("Commencement
Date Certificate") in the form attached hereto as Exhibit B.


4.          Rent.


             4.1        Base Rent.  Tenant shall pay to Landlord Base Rent and
other monetary obligations of Tenant to Landlord under the terms of this Lease
(such other monetary obligations are herein referred to as "Additional
Rent") in lawful money of the United States, without offset or deduction,
in advance on or before the first day of each month.  Base Rent and Additional Rent for any period during the term
hereof which is for less than one full month shall be prorated based upon the
actual number of days of the month involved. 
Payment of Base Rent and Additional Rent shall be made to Landlord at
its address stated herein or to such other persons or at such other addresses
as Landlord may from time to time designate in writing to Tenant.  Base Rent and Additional Rent are
collectively referred to as "Rent". 
All monetary obligations of Tenant to Landlord under the terms of this
Lease are deemed to be rent.


             4.2        Operating Expenses.  Tenant shall pay to Landlord on the first
day of each month during the term hereof, in addition to the Base Rent,
Tenant's Share of all Operating Expenses in accordance with the following
provisions:


                           (a)         "Operating
Expenses" are all
costs incurred by Landlord relating to the ownership and operation of the
Corporate Center, Building and Premises including, but not limited to, the
following:


                                      
  (i)          the operation, repair, maintenance and
replacement in neat, clean, good order and condition of the Common Areas,
including parking areas, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, driveways, landscaped areas, striping, bumpers,
irrigation systems, drainage systems, lighting facilities, fences and
gates,  exterior signs (except signs
specific to other Tenants of the Corporate Center) and tenant directories.


                                      
  (ii)         Water, gas, electricity, telephone and
other utilities servicing the Common Areas.


                                      
  (iii)        Trash disposal, janitorial services,
snow removal, property management fee equal to 10% of Operating Expenses and
security services.


                                      
  (iv)       Reserves in a usual and customary sum set
aside for maintenance, repair and replacement of the Common Areas and Building.


                                      
  (v)        Real Property Taxes.


                                      
  (vi)       Premiums for any insurance policies
maintained by Landlord under Paragraph 8 hereof.


                                      
  (vii)      Environmental monitoring and insurance programs.


                                      
  (viii)     Monthly amortization of capital
improvements to the Common Areas and the Building





 



to
the extent that such capital improvements reduce or approximate Operating
Expenses by replacing, rather than necessitating repair to, improvements deemed
by Landlord prudent to replace.  The
monthly amortization of any given capital improvement shall be the sum of the
(i) quotient obtained by dividing the cost of the capital improvement by
Landlord's estimate of the number of months of useful life of such improvement
plus (ii) an amount equal to the cost of the capital improvement times 1/12 of
the lesser of 12% or the maximum annual interest rate permitted by law.


                                      
  (ix)        Maintenance of the Building including,
but not limited to, painting, caulking and repair and replacement of Building
components, including, but not limited to, roof, elevators and fire detection
and sprinkler systems.


                                      
  (xi)        If Tenant fails to maintain the
Premises, any expense incurred by Landlord for such maintenance, after Landlord
has notified Tenant by telephone of Tenant’s failure to maintain the Premises.


                           (b)        Tenant's Share of
Operating Expenses
that are not specifically attributed to the Premises or Building ("Common
Area Operating Expenses") shall be that percentage shown in Paragraph
1.5(a).  Tenant's Share of  Operating Expenses that are attributable to
the Building ("Building Operating Expenses") shall be that percentage
shown in Paragraph 1.5(b).  Landlord in
its good faith sole discretion shall determine which Operating Expenses are
Common Area Operating Expenses, Building Operating Expenses or expenses to be
entirely borne by Tenant.


                           (c)         The inclusion of
the improvements,
facilities and services set forth in Subparagraph 4.2(a) shall not be deemed to
impose any obligation upon Landlord to either have said improvements or
facilities or to provide those services, except as required by Paragraph 7.2.


                         (d)       
Tenant shall pay monthly in advance on the same day as the Base Rent is
due Tenant's Share of estimated Operating Expenses in the amount set forth in
Paragraph 1.6.  Landlord shall deliver
to Tenant within 90 days after the expiration of each calendar year a
reasonably detailed statement (“Operating Expense Statement”) showing Tenant's
Share of the actual Operating Expenses incurred during the preceding year.  If Tenant's estimated payments under this
Paragraph 4(d) during the preceding year exceed Tenant's Share as indicated on
the Operating Expense Statement, Landlord shall pay to Tenant the amount of
such excess within thirty (30) days after delivery to Tenant of the
Statement.  If Tenant's estimated
payments under this Paragraph 4.2(d) during said preceding year were less than
Tenant's Share as indicated on the Operating Expense Statement, Tenant shall pay
to Landlord the amount of the deficiency within thirty (30) days after delivery
by Landlord to Tenant of the Statement. 
At any time Landlord may adjust the amount of the estimated Tenant's
Share of Operating Expenses to reflect Landlord's estimate of such expenses for
the year.  Within 30 days after receipt
of any Operating Expense Statement, Tenant may notify Landlord of its request
for an audit of Landlord’s Operating Expenses. 
If Tenant fails to make such written request within such thirty (30) day
period, Tenant shall have waived its right to audit Landlord’s Operating
Expenses for the subject calendar year. 
If Tenant so notifies Landlord, then no sooner than thirty (30) days
after Landlord’s receipt of such notice, Tenant shall be entitled to have an
independent certified public accountant (“CPA”) acceptable to both Landlord and
Tenant audit the relevant books and records for the subject calendar year
relating to such Statement during regular business hours at a location to be
designated by Landlord; provided, however, that if Landlord provides Tenant
with an amended Operating Expense Statement (“Amended Statement”) prior to
commencement of Tenant’s audit, that Amended Statement shall be the Statement
to which Tenant’s audit figures are compared for purposes of determining
whether Landlord has overstated Operating Expenses and if so by how much.  If Landlord and Tenant are unable to agree
on the CPA to conduct the audit, then Landlord shall designate a nationally
recognized accounting firm not then employed by Landlord or Tenant to conduct
the audit.  The audit shall be limited
to the determination of the amount of Operating Expenses for the subject
calendar year.  If the audit discloses
that the amount of Operating Expenses billed to Tenant was incorrect, the
appropriate party shall pay to the other party the deficiency or overpayment,
as applicable.  All costs and expenses
of the audit shall be paid by Tenant unless the audit shows that Landlord
overstated Operating Expenses for the subject calendar year by more than ten
percent (10%), in which case Landlord shall pay the costs of such audit.  Tenant shall keep any information gained
from such audit confidential and shall not disclose it to any other party (including
without limitation any other tenants of the Corporate Center) except in
connection with litigation between Landlord and Tenant or in response to a
valid subpoena, in which case any disclosure shall be in connection with such
litigation or subpoena and then only to the party rightfully demanding such
disclosure.  The exercise by Tenant of
its audit rights hereunder shall not relieve Tenant of its obligation to timely
pay all sums due hereunder, including, without limitation, all disputed
Operating Expenses.


5.          Security Deposit
.


             5.1        Use of
Security Deposit.  Tenant shall deposit with Landlord upon
Tenant's execution hereof the Security Deposit set forth in Paragraph 1.7 as
security for Tenant's faithful performance of Tenants obligations under this
Lease.  If Tenant fails to pay Base Rent
or Additional Rent or otherwise defaults under this Lease (as defined in
Paragraph 13.1), Landlord may use first the Cash portion of the Security
Deposit and, upon exhaustion of that Cash portion, next the Letter of Credit
portion of the Security Deposit, for the payment of any amount due Landlord or
to reimburse or compensate Landlord for any liability, cost, expense, loss or
damage (including attorney's fees) which Landlord may suffer or incur by reason
thereof.  Tenant shall on demand pay
Landlord the amount so used or applied so as to restore the Security Deposit to
the amount set forth in Paragraph 1.7. 
Landlord shall not be required to keep all or any part of the Security
Deposit separate from its general accounts.


             5.2        Return
of Security Deposit.  Beginning
in the sixth year of the Term, Tenant may reduce the Letter of Credit by twenty
percent (20%) annually, by notifying Landlord in writing of its request to do
so (“Reduction Request”) no less than sixty (60) days prior to its requested
reduction date.  Landlord shall review
each such Reduction Request within a commercially reasonable time, and may
grant or withhold its consent in its sole good faith discretion subject to Tenant’s
satisfaction of the following criteria (“Reduction Criteria”), which are
conditions precedent for each year of reduction, and written evidence of which,
along with complete audited financial statements for the preceding three (3)
years (including without limitation profit and loss statements, income and
expense statements, and balance sheets), shall be submitted to Landlord with
each Reduction Request:





(a)  Tenant’s EBITDA (Earnings Before Interest,
Taxes, Depreciation, Amortization and Non-Cash Items) coverage of fixed charges
for the four (4) quarters preceding the requested reduction has been equal to
or greater than 1.5x, and EBITDA for the year is greater than prior year;



(b)  Tenant’s Tangible Net Worth is greater than
in the year prior to its request; and



(c)  Tenant has a minimum of Two Hundred Million
Dollars ($200,000,000) in cash or cash equivalents in any year in which it
makes a “Reduction Request.”



If
any Reduction Request is granted and Tenant thereafter for any period during
the Term or any extended Term fails to meet the Reduction Criteria, Tenant
shall immediately without demand from Landlord reinstate the Letter of Credit
in its full original amount of $3,000,000.Landlord
shall, at the expiration or earlier termination of the term hereof and after
Tenant has vacated the Premises, return to Tenant that portion of the Security
Deposit still held by Landlord and not used or applied by Landlord.  No part of the Security Deposit shall be
considered to be held in trust, to bear interest, or to be prepayment for any
monies to be paid by Tenant under this Lease.


6.          Use.


             6.1        Permitted
Use.  Tenant shall use and occupy the Premises
only for the Permitted Use set forth in Paragraph 1.8.  Tenant shall not commit any nuisance, permit
the emission of any objectionable noise or odor, suffer any waste, make any use
of the Premises which is contrary to any law or ordinance or which will
invalidate or increase the premiums for any of Landlord's insurance.  Tenant shall not service, maintain or repair
vehicles on the Premises, Building or Common Areas.  Tenant shall not store foods, pallets, drums or any other
materials outside the Premises.  Tenant
shall not interfere with or disturb the quiet enjoyment of any other tenant of
the Corporate Center at any time during Tenant’s occupancy of the Premises or
use of the Building or Corporate Center. 
Tenant shall keep Premises, the interior and exterior of the Building,
and the Corporate Center free of storage and debris during Tenant’s occupancy
of the Premises or use of the Building or Corporate Center.


             6.2        Hazardous
Substances.


                           (a)         Reportable Uses
Require Consent.  The term "Hazardous Substance" as
used in this Lease shall mean any product, substance, chemical, material or
waste whose presence, nature, quantity and/or intensity of existence, use,
manufacture, disposal, transportation, spill, release or effect, either by
itself or in combination with other materials on or expected to be on the
Premises, is either:  (i) potentially
injurious to the public health, safety or welfare, the environment, or the
Premises; (ii) regulated or monitored by any governmental authority; or (iii) a
basis for liability or potential liability of Landlord to any governmental
agency or third party under any applicable statute or common law theory.  Hazardous Substance shall include, but not
be limited to, hydrocarbons, petroleum, gasoline, crude oil or any products or
by-products thereof.  Tenant shall not
engage in any activity in or about the Premises which constitutes a Reportable
Use (as hereinafter defined) of any Hazardous Substances without the express
prior written consent of Landlord and compliance in a timely manner (at
Tenant's sole cost and expense) with all Applicable Requirements (as defined in
Paragraph 6.3).  "Reportable
Use" shall mean (i) the installation or use of any above or below ground
storage tank, (ii) the generation, possession, storage, use, transportation, or
disposal of a Hazardous Substance that requires a permit from, or with respect
to which a report, notice, registration or business plan is required to be
filed with, any governmental authority, and (iii) the presence in, on or about
the Premises of a Hazardous Substance with respect to which any Applicable
Requirements require that a notice be given to persons entering or occupying
the Premises or neighboring properties. 
Notwithstanding the foregoing, Tenant may, without Landlord's prior
consent, but upon written notice to Landlord and in compliance with all
Applicable Requirements, use any ordinary and customary materials reasonably
required to be used by Tenant in the normal course of the Permitted Use, so
long as such use is not a Reportable Use and does not expose the Premises, or
neighboring properties to any meaningful risk of contamination or damage or
expose Landlord to any liability therefor. 
In addition, Landlord may (but without any obligation to do so)
condition its consent to any Reportable Use of any Hazardous Substance by
Tenant upon Tenant's giving Landlord such additional assurances as Landlord, in
its reasonable discretion, deems necessary to protect itself, the public, the
Premises and the environment against damage, contamination or injury and/or
liability therefor, including but not limited to the installation (and, at
Landlord's option, removal on or before Lease expiration or earlier
termination) of reasonably necessary protective modifications to the Premises
(such as concrete encasements) and/or the deposit of an additional Security
Deposit.


                           (b)        Duty to Inform
 .  If Tenant or Landlord knows, discovers or
has cause to believe, that a Hazardous Substance is located in, under or about
the Premises or the Building, or that a Reportable Use of any Hazardous
Substance has occurred, is occurring, or will occur, that party shall
immediately give to the other party written notice thereof, together with a
copy of any statement, report, notice, registration, application, permit,
business plan, license, claim, action, or proceeding given to, or received
from, any governmental authority or private party concerning the presence,
spill, release, discharge of, or exposure to, such Hazardous Substance.  Neither Tenant nor Landlord shall cause or
permit any Hazardous Substance to be spilled or released in, on, under or about
the Premises (including, without limitation, through the plumbing or sanitary
sewer system).


                           (c)         Tenant’s
Indemnification.  Tenant shall indemnify, protect, defend and
hold Landlord, Landlord's affiliates, Lenders, and the officers, directors,
shareholders, partners, employees, managers, independent contractors, attorneys
and agents of the foregoing ("Landlord Entities") and the Premises,
harmless from and against any and all damages, liabilities, judgments, costs,
claims, liens, expenses, penalties, loss of permits and attorneys' and
consultants' fees arising out of or involving any Hazardous Substance brought
onto the Premises by or for Tenant or by any of Tenant's employees, agents,
contractors or invitees.  Tenant's
obligations under this Paragraph 6.2(c) shall include, but not be limited to,
the effects of any contamination or injury to person, property or the
environment created or suffered by Tenant and its employees, agents,
contractors and invitees, and the cost of investigation (including consultants'
and attorneys' fees and testing), removal, remediation, restoration and/or
abatement thereof, or of any contamination therein involved.  Tenant's obligations under this Paragraph
6.2(c) shall survive the expiration or earlier termination of this Lease.





                       (d)       Landlord’s Indemnification.  Landlord
shall indemnify, protect, defend
and hold Tenant, its officers, directors, shareholders, partners, employees,
managers, independent contractors, attorneys, agents, and permitted assignees
and successors of the foregoing (“Tenant Affiliates”) and the Premises,
harmless from and against any and all damages, liabilities, judgments, costs,
claims, liens, expenses, penalties, loss of permits and attorneys' and
consultants' fees (“Damages”) arising out of or involving any Hazardous
Substance actually known to the Landlord to have existed at the Premises prior
to Tenant’s occupancy of the Premises (“Preexisting Contamination”), and shall
hold harmless Tenant and Tenant Affiliates from any and all Damages arising out
of or involving any Hazardous Substance actually existing at the Premises prior
to Tenant’s occupancy of the Premises. 
Landlord's obligations under this Paragraph 6.2(d) shall include, but
not be limited to, the effects of any Preexisting Contamination or injury to
person, property or the environment, and the cost of investigation (including
consultants' and attorneys' fees and testing), removal, remediation,
restoration and/or abatement thereof, of any such Pre-existing Contamination,
except as set forth in Paragraph 6.4. 
Landlord's obligations under this Paragraph 6.2(d) shall survive the
expiration or earlier termination of this Lease.


             6.3        Tenant's
Compliance with Requirements.  Tenant shall, at Tenant's sole cost and
expense, fully, diligently and in a timely manner, comply with all
"Applicable Requirements," which term is used in this Lease to mean
all laws, rules, regulations, ordinances, directives, covenants, easements and
restrictions of record, permits, the requirements of any applicable fire
insurance underwriter or rating bureau, and the recommendations of Landlord's
engineers and/or consultants, relating in any manner to the Premises (including
but not limited to matters pertaining to (i) industrial hygiene, (ii)
environmental conditions on, in, under or about the Premises, including soil
and groundwater conditions, and (iii) the use, generation, manufacture, production,
installation, maintenance, removal, transportation, storage, spill or release
of any Hazardous Substance), now in effect or which may hereafter come into
effect.  Tenant shall, within ten (10)
days after receipt of Landlord's written request, provide Landlord with copies
of all documents and information evidencing Tenant's compliance with any
Applicable Requirements and shall immediately upon receipt, notify Landlord in
writing (with copies of any documents involved) of any threatened or actual
claim, notice, citation, warning, complaint or report pertaining to or
involving failure by Tenant or the Premises to comply with any Applicable
Requirements.  Tenant’s compliance
obligations shall also include all alterations and improvements required,
requested or deemed reasonably necessary by any governmental or
quasi-governmental entity for the Premises to be in compliance with the
Americans with Disabilities Act of 1990, (Pub. L. No. 101-336, 104 Stat. 327),
as amended, Title 24 of the California Administrative Code, including without
limitation any and all of its access, and labor, energy and economy,
requirements, and any and all rules, regulations and requirements promulgated
thereunder or under any similar laws, ordinances, rules, regulations or orders,
all of which shall be made by Tenant at its sole cost and expense at any time
such alterations or improvements are required, requested or deemed necessary,
including but not limited to in connection with the Work (defined in Exhibit
E).


             6.4        Inspection; Compliance with Law
.  In addition to Landlord's environmental
monitoring and insurance program, the cost of which is included in Operating
Expenses, Landlord and the holders of any mortgages, deeds of trust or ground
leases on the Premises ("Lenders") shall have the right to enter the
Premises at any time in the case of an emergency, and otherwise at reasonable
times after telephone notice, for the purpose of inspecting the condition of
the Premises and for verifying compliance by Tenant with this Lease and all
Applicable Requirements.  Landlord shall
be entitled to employ experts and/or consultants in connection therewith to
advise Landlord with respect to Tenant's installation, operation, use,
monitoring, maintenance, or removal of any Hazardous Substance on or from the
Premises.  The cost and expenses of any
such inspections shall be paid by the party requesting same unless a violation
of Applicable Requirements exists, is imminent, or is discovered during such
inspection, or the inspection is requested or ordered by a governmental
authority.  In such case, Tenant shall
upon request reimburse Landlord or Landlord's Lender, as the case may be, for
the costs and expenses of such inspections.


             6.5        Tenant Move-in Questionnaire
.  Prior to executing this Lease, Tenant has
completed, executed and delivered to Landlord Tenant's Move-in and Lease
Renewal Environmental Questionnaire (the “Tenant Move-in Questionnaire”), a
copy of which is attached hereto as Exhibit D and incorporated herein by
this reference.  Tenant covenants,
represents and warrants to Landlord that the information on the Tenant Move-in
Questionnaire is true and correct and accurately describes the use(s) of
Hazardous Substances which will be made and/or used on the Premises by
Tenant.  Tenant may amend the Tenant
Move-in Questionaire, but such amendment shall not alter or amend Tenant’s
obligations and responsibilities pursuant to Section 6 of the Lease.


7.          Maintenance, Repairs,
Trade Fixtures and Alterations.


             7.1        Tenant's Obligations.  Subject to the provisions of Paragraph 7.2
(Landlord's Obligations), Paragraph 9 (Damage or Destruction) and Paragraph 14
(Condemnation), Tenant shall, at Tenant's sole cost and expense and at all
times, keep the Premises and every part thereof in good order, condition and
repair (whether or not such portion of the Premises requiring repair, or the
means of repairing the same, are reasonable or readily accessible to Tenant and
whether or not the need for such repairs occurs as a result of Tenant's use,
any prior use, the elements or the age of such portion of the Premises)
including, without limiting the generality of the foregoing, all equipment or
facilities specifically serving the Premises, such as plumbing, heating, air
conditioning, ventilating (“HVAC”) on a quarterly schedule (i.e. no less than
four (4) times per calendar year), electrical, lighting facilities, boilers,
fired or unfired pressure vessels, fire hose connectors if within the Premises,
fixtures, interior walls, interior surfaces of exterior walls, ceilings,
floors, windows, doors, plate glass, skylights, draft curtains, columns and
dock doors related equipment (including but not limited to dock levelers,
bumpers, lights and adjacent dock wells), but excluding any items which are the
responsibility of Landlord pursuant to Paragraph 7.2 below.  Tenant's obligations shall include
restorations, replacements or renewals when necessary to keep the Premises and
all improvements thereon or a part thereof in good order, condition and state
of repair.  Tenant shall provide
Landlord with written notice of quarterly service of all HVAC systems servicing
the Premises.


             7.2        Landlord's
Obligations.  Subject to the provisions of Paragraph 6
(Use), Paragraph 7.1 (Tenant's Obligations), Paragraph 9 (Damage or
Destruction) and Paragraph 14 (Condemnation), Landlord at its expense and not
subject to reimbursement pursuant to Paragraph 4.2, shall keep in good order,
condition and repair the foundations and exterior walls of the Building and
utility systems outside the Building. 
Landlord, subject to reimbursement pursuant to Paragraph 4.2, shall keep
in good order, condition and repair the air conditioning systems servicing the
Premises, Building roof and Common Areas.







             7.3        Alteration; Condition of Premises
.  Tenant shall not make nor cause to be made
any alterations, installations in, on, under or about the Premises without
Landlord’s prior written consent, except as specifically set forth in Exhibit
E, Tenant Improvements, except for nonstructural alterations of a cosmetic
nature only and in an amount not to exceed fifty thousand dollars ($50,000),
and then only with thirty (30) days’ prior written notice to Landlord.  Tenant represents that it shall accept the
Premises in “as is” condition as of the Commencement Date or date of early
occupancy, if any, broom-clean but otherwise without representation or warranty
as to its condition.


             7.4        Surrender/Restoration.  Upon the termination of this Lease, Tenant
shall surrender the Premises by the end of the last day of the Lease term or
any earlier termination date in its original condition (as when Tenant took
possession of the Premises), clean and free of debris and in good operating
order, condition and state of repair ordinary wear and tear excepted.  Without limiting the generality of the
above, Tenant shall remove all personal property, trade fixtures, unless
Landlord requests, in writing, that Tenant not remove some or all of such
fixtures (other than trade fixtures), additions or improvements installed by or
on behalf of Tenant or situated in or about the Premises and floor bolts, patch
all floors and cause all lights to be in good operating condition. By the date
which is twenty (20) days prior to such termination of this Lease, Landlord
shall notify Tenant in writing of those fixtures (other than trade fixtures),
alterations, additions and other improvements which Landlord shall require
Tenant not to remove from the Premises. 
Tenant shall repair any damage caused by the installation or removal of
such signs, trade fixtures, furniture, furnishings, fixtures, additions and
improvements which are to be removed from the Premises by Tenant hereunder.  If Landlord fails to so notify Tenant at
least twenty (20) days prior to such termination of this Lease, then Tenant
shall remove all tenant signage, alterations, furniture, furnishings, trade
fixtures, additions and other improvements (other than the Tenant Improvements)
installed in or about the Premises by, or on behalf of Tenant.  Tenant shall ensure that the removal of such
items and the repair of the Premises will be completed prior to such
termination of this Lease.  Notwithstanding the foregoing,
Tenant may remove from the Premises upon termination of this Lease the
laboratory equipment specifically listed in Exhibit E.


8.          Insurance;
Indemnity.


             8.1        Payment
of Premiums.  The cost of the premiums for the insurance
policies maintained by Landlord under this Paragraph 8 shall be a Common Area
Operating Expense pursuant to Paragraph 4.2 hereof.  Premiums for policy periods commencing prior to, or extending beyond,
the term of this Lease shall be prorated to coincide with the corresponding
Commencement Date of Expiration Date.


             8.2        Tenant's Insurance.


             (i)          At
its sole cost and expense, Tenant shall maintain in full force and effect
during the Term of the lease the following insurance coverages insuring against
claims which may arise from or in connection with the Tenant's operation and
use of the leased premises.


                           (a)         Commercial General
Liability with
minimum limits of $1,000,000 per occurrence; $3,000,000 general aggregate for
bodily injury, personal injury and property damage.  If required by Landlord, liquor liability coverage will be
included.


                           (b)        Workers' Compensation
insurance with
statutory limits and Employers Liability with a $1,000,000 per accident limit
for bodily injury or disease.


                           (c)         Automobile
Liability covering all
owned, non-owned and hired vehicles with a $1,000,000 per accident limit for
bodily injury and property damage.


                           (d)        Property insurance
against all risks of
loss to any tenant improvements or betterments and business personal property
on a full replacement cost basis with no coinsurance penalty provision; and
Business Interruption Insurance with a limit of liability representing loss of
at least approximately six months of income.


             (ii)         Tenant shall deliver to AMB or Landlord’s property
management company certificates of all insurance reflecting evidence of
required coverages prior to initial occupancy; and annually thereafter.


             (iii)        If, in the opinion of Landlord's insurance advisor, the
amount of scope of such coverage is deemed inadequate at any time during the
Term, then within thirty (30) days after Tenant’s receipt of written notice of
the opinion of Landlord’s insurance advisor Tenant shall increase such coverage
to such reasonable amounts or scope as Landlord's advisor deems adequate.


             (iv)       All insurance required under Paragraph 8.2 (i) shall be
primary and non-contributory (ii) shall provide for severability of interests,
(iii) shall be issued by insurers, licensed to do business in the state in
which the Premises are located and which are rated A:VII or better by Best's
Key Rating Guide, (iv) shall be endorsed to include Landlord and such other
persons or entities as Landlord may from time to time designate, as additional insureds
(Commercial General Liability only), and (v) shall be endorsed to provide at
least 30-days prior notification of cancellation or material change in coverage
to said additional insureds.


             8.3        Landlord's Insurance.  Landlord shall maintain "all risks" coverage as
broad as the current ISO Special Form policy, providing fire and extended
coverage, and which may, in Landlord’s sole discretion, include earthquake and
flood, covering the buildings within the Property for a minimum of eighty
percent (80%) of their value excluding tenant improvements, Commercial General
Liability insurance, and such other insurance in such amounts and covering such
other liability or hazards as deemed appropriate by Landlord.  The amount and scope of coverage of
Landlord's insurance shall be determined by Landlord from time to time in its
sole good faith discretion and shall be subject to such deductible amounts as
Landlord may elect.  Landlord shall have
the right to reduce any insurance or coverage, provided, however that casualty
insurance shall not be less than the eighty percent (80%) specified above. Premiums
for any such insurance shall be a Common Area Operating Expense.


             8.4        Waiver of
Subrogation.  To the extent permitted by law and without
affecting the coverage provided by insurance required to be maintained
hereunder, Landlord and Tenant each waive any right to recover against the
other on account of any and all claims Landlord or Tenant may have against the
other with respect to property insurance actually carried, or required to be
carried hereunder, to the extent of the proceeds realized from such insurance
coverage.





             8.5        Indemnity.


             (a)         Tenant
shall protect, indemnify and hold Landlord and Landlord Entities harmless from
and against any and all loss, claims, liability or costs (including court costs
and attorney's fees) incurred by reason of:


                           (i)          any damage
to any property (including
but not limited to property of any Landlord Entity) or death or injury to any
person occurring in or about the Premises, the Building or the Corporate Center
to the extent that such injury or damage shall be caused by or arise from any
actual or alleged act, neglect, fault or omission by or of Tenant and its
officers, directors, shareholders, agents, servants, employees, invitees,
customers, contractors or visitors (“Tenant Entities”), and including without
limitation any damage, death or injury caused or contributed to by any animals
or organisms (including without limitation viruses, bacterium and cancers)
present at the Premises, in the Building or at the Corporate Center by reason
of or in connection with Tenant’s Use or Occupancy of the Premises, Building or
Corporate Center, including without limitation any such animals or organisms
permitted at the Premises, Building or Corporate Center by Landlord or by any
governmental organization having jurisdiction, and;


                           (ii)         the conduct or
management of any work
or anything whatsoever done by Tenant or Tenant Entities in, on or about the
Premises, Building or Corporate Center, or from transactions of Tenant or
Tenant Entities concerning the Premises, Building or Corporate Center;


                           (iii)        Tenant's failure, or
the failure of any
Tenant Entity, to comply with any and all governmental laws, ordinances and
regulations applicable to the condition or use of the Premises, Building or
Corporate Center, or its occupancy; or


                           (iv)       any breach or default of the
part of
Tenant or any Tenant Entity in the performance of any covenant or agreement on
the part of the Tenant to be performed pursuant to this Lease.


                           (b)        Landlord shall protect,
indemnify and
hold Tenant harmless from and against any and all loss, claims, liability or
costs (including court costs and reasonable attorney's fees) incurred by reason
of:


                           (i)          any damage
to any property (including
but not limited to property of any Tenant Entity) or death or injury to any
person occurring outside the Premises, and in, on or about the Building or the
Corporate Center to the extent that such injury or damage is caused by or
arises from the gross negligence or willful misconduct of Landlord or Landlord
Entities;


                           (ii)         the grossly
negligent or willful
misconduct or mismanagement of any work or anything whatsoever done by Landlord
outside the Premises and in, on or about the Building or Corporate Center, or
from transactions of Landlord concerning the Building or Corporate Center; or


                           (iii)        Landlord’s
failure to comply with any
and all governmental laws, ordinances and regulations applicable to the
condition or use of the Building or Corporate Center, or its occupancy, where
Landlord’s compliance is required under the Lease.


The
provisions of this Paragraph 8.5 shall survive the termination of this Lease
with respect to any claims or liability accruing prior to such termination.


             8.6        Exemption
of Landlord from Liability.  Except to the extent caused by the gross
negligence or willful misconduct of Landlord, neither Landlord nor Landlord
Entities shall be liable for and Tenant waives any claims against Landlord and
Landlord Entities for injury or damage to the person or the property of Tenant,
Tenant's employees, contractors, invitees, customers or any other person in or
about the Premises, Building or Corporate Center from any cause whatsoever,
including, but not limited to, damage or injury which is caused by or results
from (i) fire, steam, electricity, gas, water or rain, or from the breakage,
leakage, obstruction or other defects of pipes, fire sprinklers, wires,
appliances, plumbing, air conditioning or lighting fixtures or (ii) from the
condition of the Premises, other portions of the Building or Corporate Center.  Landlord shall not be liable for any damages
arising from any act or neglect of any other tenant of Landlord nor from the
failure by Landlord to enforce the provisions of any other lease in the
Corporate Center.  Notwithstanding
Landlord's negligence or breach of this Lease, neither Landlord nor Landlord
Entities shall under any circumstances be liable for injury to Tenant's
business, for any loss of income or profit therefrom or any indirect,
consequential or punitive damages.


9.          Damage or
Destruction.


             9.1        Termination Right.  Tenant shall give Landlord immediate written
notice of any damage to the Premises. 
Subject to the provisions of Paragraph 9.2, if the Premises or the Building
shall be damaged to such an extent that there is substantial interference for a
period exceeding ninety (90) consecutive days with the conduct by Tenant of its
business at the Premises, Tenant, at any time prior to commencement of repair
of the Premises and following 10 days written notice to Landlord, may terminate
this Lease effective 30 days after delivery of such notice to Landlord.  Such termination shall not excuse the
performance by Tenant of those covenants which under the terms hereof survive
termination.  Rent shall be abated in
proportion to the degree of interference during the period that there is such
substantial interference with the conduct of Tenant's business at the Premises.  Abatement of rent and Tenant's right of
termination pursuant to this provision shall be Tenant's sole remedy for
failure of Landlord to keep in good order, condition and repair the foundations
and exterior walls of the Building, Building roof, utility systems outside the
Building, the Common Areas and HVAC.


             9.2         Damage Caused by
Tenant.  Tenant's termination rights under Paragraph
9.1 shall not apply if the damage to the Premises or Building is the result of
any act or omission of Tenant or of any Tenant Entities ("Tenant
Acts").  Any damage resulting from
a Tenant Act shall be promptly repaired by Tenant.  Landlord at its option may at Tenant's expense repair any damage
caused by Tenant Acts.  Tenant shall
continue to pay all rent and other sums due hereunder and shall be liable to
Landlord for all damages that Landlord may sustain resulting from a Tenant Act.





10.        Real
Property Taxes.


             10.1     Payment of Real Property Taxes.  Landlord shall pay the Real Property Taxes
due and payable during the term of this Lease and, except as otherwise provided
in Paragraph 10.3, any such amounts shall be included in the calculation of
Operating Expenses in accordance with the provisions of Paragraph 4.2.


             10.2     Real Property Tax Definition.  As used herein, the term "Real Property
Taxes" is any form of tax or assessment, general, special, ordinary or
extraordinary, imposed or levied upon (a) the Building, the Corporate Center,
or the Real Property (b) any interest of Landlord in the Building, the
Corporate Center, or the Real Property (c) Landlord's right to rent or other
income from the Building Corporate Center, and Real Property (d) Landlord as a
result of any transfer of all or any part of its interest in the Building,
Corporate Center, or Real Property and/or (e) Landlord's business of leasing
the Premises.  Real Property Taxes
include without limitation (i) any license fee, commercial rental tax, excise
tax, improvement bond or bonds, levy or tax; (ii) any tax or charge which
replaces or is in addition to any of such above-described "Real Property
Taxes" and (iii) any fees, expenses or costs (including attorney's fees,
expert fees and the like) incurred by Landlord in protesting or contesting any
assessments levied or any tax rate.  The
term "Real Property Taxes" shall also include any increase resulting
from a change in the ownership of the Corporate Center or Building, or the improvements
thereon, the execution of this Lease or any modification, amendment or transfer
thereof.  Real Property Taxes for tax
years commencing prior to, or extending beyond, the term of this Lease shall be
prorated to coincide with the corresponding Commencement Date or Expiration
Date.


             10.3     Joint
Assessment.  If the Building is not separately assessed,
Real Property Taxes allocated to the Building shall be an equitable proportion
of the Real Property Taxes for all of the land and improvements included within
the tax parcel assessed.


             10.4     Tenant's Property Taxes.  Tenant shall pay prior to delinquency all
taxes assessed against and levied upon Tenant's improvements, fixtures,
furnishings, equipment, including without limitation all taxes assessed in
connection with the Work (defined in Exhibit E, attached), and all taxes
assessed against the personal property of Tenant contained in the Premises or
stored within the Corporate Center and all costs associated with the Tenant
Improvement shall be paid solely by Tenant. 
In connection with the Work, within ten (10) days following Landlord’s
written request therefor, Tenant shall present to Landlord true and correct
copies of all contracts, receipts, and other verifications of all costs and
expenses associated with the Work.


             10.5     Additional Improvements.  Operating Expenses
shall not include Real
Property Taxes attributable to improvements placed upon the Corporate Center by
other tenants or by Landlord for the exclusive enjoyment of such other
tenants.  Tenant shall, however, pay to
Landlord at the time Operating Expenses are payable under Paragraph 4.2, the
entirety of any increase in Real Property Taxes if assessed by reason of
improvements placed upon the Premises or in the Corporate Center or on the Real
Property by Tenant or at tenant’s request.


11.        Utilities.  Tenant
shall pay directly for all utilities
and services supplied to the Premises, including but not limited to
electricity, telephone, security, gas and cleaning of the Premises, together
with any taxes thereon, all of which shall be transferred into Tenant’s name
immediately upon Tenant’s occupancy of the Premises, whether such occupancy is
upon the Commencement Date or pursuant to Early Occupancy as allowed by
Addendum Two.


12.        Assignment
and Subletting.


             12.1     Landlord's Consent Required.


                           (a)         Tenant shall not
assign, transfer,
mortgage or otherwise transfer or encumber (collectively, "assign")
or sublet all or any part of Tenant's interest in this Lease or in the Premises
without Landlord's prior written consent which consent shall not be
unreasonably withheld, except in connection with Tenant’s financing of
improvements or equipment, and then still subject to Landlord’s prior written
approval, which shall not be unreasonably withheld or delayed.  Relevant criteria in determining
reasonability of consent include, but are not limited to, credit history of a
proposed assignee or sublessee, references from prior landlords, any change or
intensification of use of the Premises or the Common Areas and any limitations
imposed by the Internal Revenue Code and the Regulations promulgated thereunder
relating to Real Estate Investment Trusts. 
Assignment or sublet shall not release Tenant from its obligations
hereunder.  Tenant shall not (i) sublet
or assign or enter into other arrangements such that the amounts to be paid by
the sublessee or assignee thereunder would be based, in whole or in part, on
the income or profits derived by the business activities of the sublessee or
assignee; (ii) sublet the Premises or assign this Lease to any person in which
Landlord owns an interest, directly or indirectly (by applying constructive
ownership rules set forth in Section 856(d)(5) of the Internal Revenue Code
(the "Code"); or (iii) sublet the Premises or assign this Lease in
any other manner which could cause any portion of the amounts received by
Landlord pursuant to this Lease or any sublease to fail to qualify as
"rents from real property" within the meaning of Section 856(d) of
the Code, or which could cause any other income received by Landlord to fail to
qualify as income described in Section 856(c)(2) of the Code.  The requirements of this Paragraph 12.1
shall apply to any further subleasing by any subtenant.


                       (a)         Neither a change in control of Tenant
nor the trading in Tenant’s securities shall constitute an assignment requiring
Landlord’s consent whether or not the transfer is (i) to a successor
corporation into which or with which Tenant is merged or consolidated, (ii) to
a wholly-owned subsidiary of Tenant, or (iii) to a corporation into which
Tenant shall sell all or substantially all of its assets, so long as any such
change in control or trading does not change the Use of the Premises.  In addition, the public trading of stock in Tenant shall not be
deemed an assignment or transfer requiring Landlord’s consent.  Each and every change in control or trading
as set forth in this Paragraph 12.1(b) shall be referred to as a “Permitted
Transfer". No Permitted Transfer shall result in impairment in any manner
of Landlord’s rights and remedies with respect to the Security Deposit, and
upon and after any and all Permitted Transfers.


 


 


Tenant shall continue to be bound by all of the
terms and conditions of the Lease including those set forth in Paragraph 1.7,
Security Deposit.





             12.3     Excess Consideration
.  In the event of any assignment or sublease,
Landlord shall receive as additional rent hereunder sixty-five percent (65%)
of Tenant’s “Excess Consideration” derived from such assignment or
sublease.  If Tenant shall elect to
assign or sublet, Tenant shall use reasonable and good faith efforts to secure
consideration from any such assignee or subtenant which would be generally
equivalent to then-current market rent, but in no event shall Tenant’s monetary
obligations to Landlord, as set forth in this Lease, be reduced.  In the event of a sublease, “Excess
Consideration” shall mean all rent, additional rent or other consideration
actually received by Tenant from such subtenant and/or actually paid by such
subtenant on behalf of Tenant in connection with the subletting in excess of
the rent, additional rent and other sums payable by Tenant under this Lease
during the term of the sublease on a per square foot basis if less than all of
the Premises is subleased, less brokerage commissions, if any, reasonably
incurred by Tenant to procure the sublease, and the cost of any alterations
made by Tenant specifically for the benefit of such subtenant.  In the event of an assignment, “Excess
Consideration” shall mean key money, bonus money or other consideration
paid by the assignee to Tenant in connection with such assignment, and any
payment in excess of fair market value for services rendered by Tenant to
assignee or for assets, fixtures, inventory, equipment, or furniture
transferred by Tenant to assignee in connection with such assignment, less
brokerage commissions, if any, reasonably incurred by Tenant to procure the
assignment, and the cost of any alterations made by Tenant specifically for the
benefit of such assignee.  If part of
the Excess Consideration shall be payable by the assignee or subtenant other
than in case, then Landlord’s share of such non-cash consideration shall be in
such form as is reasonably satisfactory to Landlord.


13.        Default;
Remedies.


             13.1     Default.
  The occurrence of any one of the following
events shall constitute an event of default on the part of Tenant
("Default"):


                           (a)         The abandonment of
the Premises by
Tenant;


                           (b)        Failure to pay any
installment of Base
Rent, Additional Rent or any other monies due and payable hereunder, said
failure continuing for a period of 3 days after the same is due;


                           (c)         A general
assignment by Tenant or any
guarantor for the benefit of creditors;


                           (d)        The filing of a
voluntary petition in
bankruptcy by Tenant or any guarantor, the filing of a voluntary petition for
an arrangement, the filing of a petition, voluntary or involuntary, for
reorganization, or the filing of an involuntary petition by Tenant's creditors
or guarantors;


                           (e)         Receivership,
attachment, of other
judicial seizure of the Premises or all or substantially all of Tenant's assets
on the Premises;


                           (f)         Failure of Tenant
to maintain insurance
as required by Paragraph 8.2;


                           (g)        Any breach by Tenant of
its covenants
under Paragraph 6.2;


                           (h)        Failure in the
performance of any of
Tenant's covenants, agreements or obligations hereunder (except those failures
specified as events of Default in other Paragraphs of this Paragraph 13.1 which
shall be governed by such other Paragraphs), which failure continues for 15
days after written notice thereof from Landlord to Tenant provided that, if
Tenant has exercised reasonable diligence to cure such failure and such failure
cannot be cured within such 15 day period despite reasonable diligence, Tenant
shall not be in default under this subparagraph unless Tenant fails thereafter
diligently and continuously to prosecute the cure to completion;


                           (i)          Any transfer
of a substantial portion
of the assets of Tenant, or any incurrence of a material obligation by Tenant,
unless such transfer or obligation is undertaken or incurred in the ordinary
course of Tenants business or in good faith for equivalent consideration, or
with Landlord's consent; and


                           (j)          The actual
or attempted revocation or
repudiation of any letter of credit securing Tenant’s obligations hereunder.


             13.2     Remedies.
  In the event of any Default by Tenant,
Landlord shall have the remedies set forth in the Addendum attached hereto
entitled "Landlord's Remedies in Event of Tenant Default".


             13.3     Late Charges
.  Tenant hereby acknowledges that late payment
by Tenant to Landlord of rent and other sums due hereunder will cause Landlord
to incur costs not contemplated by this Lease, the exact amount of which will
be extremely difficult to ascertain. 
Such costs include, but are not limited to, processing and accounting
charges.  Accordingly, if any
installment of rent or other sum due from Tenant shall not be received by
Landlord or Landlord's designee within 5 days after such amount shall be due,
then, without any requirement for notice to Tenant, Tenant shall pay to
Landlord a late charge equal to three percent (3%) of such overdue amount.  The parties hereby agree that such late
charge represents a fair and reasonable estimate of the costs Landlord will
incur by reason of late payment by Tenant. 
Acceptance of such late charge by Landlord shall in no event constitute
a waiver of Tenant's Default with respect to such overdue amount, nor prevent
Landlord from exercising any of the other rights and remedies granted
hereunder.


14.        Condemnation.  If

the Premises or any portion thereof are taken under the power of eminent domain
or sold under the threat of exercise of said power (all of which are herein
called "condemnation"), this Lease shall terminate as to the part so
taken as of the date the condemning authority takes title or possession,
whichever first occurs.  If more than
10% of the floor area of the Premises, or more than 25% of the portion of the
Common Areas designated for Tenant's parking, is taken by condemnation, Tenant
may, at Tenant's option, to be exercised in writing within thirty (30) days
after Landlord shall have given Tenant written notice of such taking (or in the
absence of such notice, within thirty (30) days after the condemning authority
shall have taken possession) terminate this Lease as of the date the condemning
authority takes such possession.  If
Tenant does not terminate this Lease in accordance with the foregoing, this
Lease shall remain in full force and effect as to the portion of the Premises
remaining, except that the Base Rent and Additional Rent shall be reduced in
the same proportion as the rentable floor area of the Premises taken bears to
the total rentable floor area of the Premises. 
No reduction of Base Rent shall occur if the condemnation does not apply
to any portion of the Premises.  Any
award for the taking of all or any part of the Premises under the power of
eminent domain or any payment made under threat of the exercise of such power
shall be the property of Landlord, provided, however, that Tenant shall be entitled
to any compensation, separately awarded to Tenant for Tenant's relocation
expenses and/or loss of Tenants trade fixtures.  In the event that this Lease is not terminated by reason of such
condemnation, Landlord shall to the extent of its net severance damages in the
condemnation matter, repair any damage to the Premises caused by such
condemnation authority.





15.        Estoppel Certificate and Financial
Statements.


             15.1     Estoppel Certificate
.  Each party (herein referred to as
"Responding Party") shall within 10 days after written notice from
the other Party (the "Requesting Party") execute, acknowledge and
deliver to the Requesting Party, to the extent it can truthfully do so, an
estoppel certificate in the form attached hereto, plus such additional
information, confirmation a/or statements as be reasonably requested by the
Requesting Party.


             15.2     Financial Statement.  If Landlord desires to finance, refinance,
or sell the Building, the Corporate Center, the Real Property, or any part
thereof, Tenant and all Guarantors shall deliver to any potential lender or
purchaser designated by Landlord such financial statements of Tenant and such
Guarantors as may be reasonably required by such lender or purchaser, including
but not limited to Tenant's financial statements for the past 3 years.  All such financial statements shall be
received by Landlord and such lender or purchaser in confidence and shall be
used only for the purposes herein set forth.


16.        Additional Covenants and Provisions
.


             16.1     Severability<
b>.  The invalidity of any provision of this
Lease, as determined by a court of competent jurisdiction, shall not affect the
validity of any other provision hereof.


             16.2     Interest on Past-Due Obligations.  Any monetary payment due Landlord hereunder
not received by Landlord within 10 days following the date on which it was due
shall bear interest from the date due at 12% per annum, but not exceeding the
maximum rate allowed by law in addition to the late charge provided for in
Paragraph 13.3.


             16.3     Time of Essence
.  Time is of the essence with respect to the
performance of all obligations to be performed or observed by the Parties under
this Lease.


             16.4     Landlord Liability
.  Tenant, its successors and assigns, shall
not assert nor seek to enforce any claim for breach of this Lease against any
of Landlord's assets other than Landlord's interest in the Corporate Center.  Tenant agrees to look solely to such
interest for the satisfaction of any liability or claim against Landlord under
this Lease.  In no event whatsoever
shall Landlord (which term shall include, without limitation, all Landlord
Entities and any general or limited partner, trustee, beneficiary, officer,
director, or stockholder of Landlord and of all Landlord Entities) ever be
personally liable for any such liability. 
In addition, Tenant hereby waives the provisions and protections of
California Civil Code Sections 1932(2), 1933(4), 1941, 1941.1, 1941.3, 1941.4,
1942 and 1945.  Landlord shall remain
creditworthy for the duration of the Lease.


             16.5     No Prior or Other Agreements.  This Lease contains all agreements between
the Parties with respect to any matter mentioned herein, and supersedes all
oral, written prior or contemporaneous agreements or understandings.


             16.6     Notice Requirements.  All notices required or permitted by this
Lease shall be in writing and may be delivered in person (by hand or by
messenger or courier service) or may be sent by regular, certified or
registered mail or U.S. Postal Service Express Mail, with postage prepaid, or
by facsimile transmission during normal business hours, and shall be deemed
sufficiently given if served in a manner specified in the Paragraph 16.6.  The addresses noted adjacent to a Party's
signature on this Lease shall be that Party's address for delivery or mailing
of notice purposes.  Either Party may by
written notice to the other specify a different address for notice purposes,
except that upon Tenant's taking possessing of the Premises, the Premises shall
constitute Tenant's address for the purpose of mailing or delivering notices to
Tenant.  A copy of all notices required
or permitted to be given to Landlord hereunder shall be concurrently
transmitted to such party or parties at such addresses as Landlord may from
time to time hereafter designate by written notice to Tenant.


             16.7     Date of Notice.  Any notice sent by registered or certified
mail, return receipt requested, shall be deemed given on the date of delivery
shown on the receipt card, or if no delivery date is shown, the postmark
thereon.  If sent by regular mail, the
notice shall be deemed given 48 hours after the same is addressed as required
herein and mailed with postage prepaid. 
Notices delivered by United States Express Mail or overnight courier
that guarantees next day delivery shall be deemed given 24 hours after delivery
of the same to the United States Postal Service or courier.  If any notice is transmitted by facsimile
transmission or similar means, the same shall be deemed served or delivered
upon telephone or facsimile confirmation of receipt of the transmission
thereof, provided a copy is also delivered via hand or overnight delivery or
certified mail.  If notice is received
on a Saturday or a Sunday or a legal holiday, it shall be deemed received on
the next business day.


             16.8     Waivers.
  No waiver by any party of a Default by the
other party shall be deemed a waiver of any other term, covenant or condition
hereof, or of any subsequent Default by that other party of the same or any
other term, covenant or condition hereof.


             16.9     Holdover
.  Tenant has no right to retain possession of
the Premises or any part thereof beyond the expiration or earlier termination
of this Lease.  If Tenant holds over with
the consent of Landlord:  (i) the Base
Rent payable shall be increased to 175% of the Base Rent applicable during the
month immediately preceding such expiration or earlier termination; (ii)
Tenant's right to possession shall terminate on 30 days notice from Landlord
and (iii) all other terms and conditions of this Lease shall continue to
apply.  Nothing contained herein shall
be construed as a consent by Landlord to any holding over by Tenant.  Tenant shall indemnify, defend and hold
Landlord harmless from and against any and all claims, demands, actions,
losses, damages, obligations, costs and expenses, including, without
limitation, attorneys' fees incurred or suffered by Landlord or any Landlord
Entities by reason of Tenant's failure to surrender the Premises on the
expiration or earlier termination of this Lease in accordance with the
provisions of this Lease.







             16.10   Cumulative
Remedies.  No remedy or election hereunder shall be
deemed exclusive but shall, wherever possible, be cumulative with all other
remedies in law or in equity.


             16.11   Binding Effect: Choice of Law
.  This Lease shall be binding upon the
Parties, their personal representatives, successors and assigns and be governed
by the laws of the State in which the Premises are located.  Any litigation between the Parties hereto
concerning this Lease shall be initiated in San Francisco or Alameda County,
California.


             16.12   Landlord.  The
covenants and obligations contained in
this Lease on the part of Landlord are binding on Landlord, its successors and
assigns, only during and in respect of their respective period of ownership of
such interest in the Corporate Center. 
In the event of any transfer or transfers of such title to the Corporate
Center, Landlord (and in case of any subsequent transfers or conveyances, the
then grantor) shall be concurrently freed and relieved from and after the date
of such transfer or conveyance, without any further instrument or agreement, of
all liability with respect to the performance of any covenants or obligations
on the part of Landlord contained in this Lease thereafter to be performed.


             16.13   Attorneys' Fees and Other Costs.  If any Party brings an action or proceeding
to enforce the terms hereof or declare rights hereunder, the Prevailing Party
(as hereafter defined) in any such proceeding shall be entitled to reasonable
attorneys' fees.  The term
"Prevailing Party" shall include, without limitation, a Party who
substantially obtains or defeats the relief sought.  Landlord shall be entitled to attorneys' fees, costs and expenses
incurred in preparation and service of notices of Default and consultations in
connection therewith, whether or not a legal action is subsequently commenced
in connection with such Default or resulting breach.  Tenant shall reimburse Landlord on demand for all reasonable
legal, engineering and other professional services expenses incurred by
Landlord in connection with all requests by Tenant for consent or approval
hereunder, except for Landlord’s requests for Tenant’s execution of Estoppel
Certificates.


             16.14   Landlord's
Access; Showing Premises; Repairs.  Landlord and Landlord's agents shall have
the right to enter the Premises at any time, in the case of an emergency, and
otherwise at reasonable times upon reasonable notice for the purpose of showing
the same to prospective purchasers, lenders, or tenants, and making such
alterations, repairs, improvements or additions to the Premises or to the
Building, as Landlord may reasonably deem necessary.  Landlord may at any time place on or about the Premises or
Building any ordinary "For Sale" signs and Landlord may at any time
during the last 180 days of the term hereof place on or about the Premises any
ordinary "For Lease" signs. 
All such activities of Landlord shall be without abatement of rent or
liability to Tenant.


             16.15   Signs.  Tenant
shall not place any signs at or upon
the exterior of the Premises or the Building, except that Tenant may, with
Landlord's prior written consent and in Landlord’s discretion, install (but not
on the roof) such signs as are reasonably required to advertise Tenant's own
business so long as such signs are in a location designated by Landlord and
comply with sign ordinances and the signage criteria established for the
Corporate Center by Landlord.


             16.16   Termination: Merger.  Unless specifically stated otherwise in
writing by Landlord, the voluntary or other surrender of this Lease by Tenant,
the mutual termination or cancellation hereof, or a termination hereof by
Landlord for Default by Tenant, shall automatically terminate any sublease or
lesser estate in the Premises; provided, however, Landlord shall, in the event
of any such surrender, termination or cancellation, have the option to continue
any one or all of any existing subtenancies, by delivery of written notice to
the holder of any such lesser interest that Landlord elects to have such
interest continue.  Landlord's failure
within thirty (30) days following any such event to make such a written
election shall constitute Landlord's election to have such event constitute the
termination of such interest.


             16.17   Quiet Possession
 .  Upon payment by Tenant of Base Rent, Additional
Rent and all other Rent for the Premises and the performance of all of the
covenants, conditions and provisions on Tenant's part to be observed and
performed under this Lease, Tenant shall have quiet possession (“Quiet
Possession”) of the Premises for the entire term hereof subject to all of the
provisions of this Lease.


             16.18   Subordination;
Attornment; Non-Disturbance.


                           (a)         Sub
ordination.  This Lease shall be subject and subordinate
to any ground lease, mortgage, deed of trust, or other hypothecation or
mortgage (collectively, "Mortgage") now or hereafter placed by
Landlord upon the Real Property, to any and all advances made on the security
thereof and to all renewals, modifications, consolidations, replacements and
extensions thereof.  Tenant agrees that
any person holding any Mortgage shall have no duty, liability or obligation to
perform any of the obligations of Landlord under this Lease for as long as such
person does not become an owner of, or entitled to control of, the Property or
the Corporate Center through foreclosure of such Mortgage.  In the event of Landlord's default with
respect to any such obligation, Tenant will give any Lender, whose name and
address have previously in writing been furnished Tenant, notice of  a default by Landlord.  Tenant may not exercise any remedies for
default by Landlord unless and until Landlord and the Lender shall have
received written notice of such default and a reasonable time (not less than
sixty (60) days) shall thereafter have elapsed without the default having been
cured.  If any Lender shall elect to
have this Lease superior to the lien of its Mortgage and shall give written
notice thereof to Tenant, this Lease shall be deemed prior to such
Mortgage.  The provisions of a Mortgage
relating to the disposition of condemnation and insurance proceeds shall
prevail over any contrary provisions contained in this Lease.


                           (b)         Attornment. 
Subject to the non-disturbance provisions of subparagraph C of
this Paragraph 16.18, Tenant agrees to attorn to a Lender or any other party
who acquires ownership of the Premises by reason of a foreclosure of a
Mortgage. In the event of such foreclosure, such new owner shall not:  (i) be liable for any act or omission of any
prior landlord or with respect to events occurring prior to acquisition of
ownership, (ii) be subject to any offsets or defenses which Tenant might have
against any prior Landlord, or (iii) be liable for security deposits or be
bound by prepayment of more than one month's rent, except as agreed to between
such new owner and Tenant.


                           (c)         Non
-Disturbance.  With respect to any Mortgage entered into by
Landlord after the execution of this Lease, Tenant's subordination of this
Lease shall be subject to receiving assurance (a "non-disturbance
agreement") from the Mortgage holder that Tenant's possession and this
Lease will not be disturbed so long as Tenant is not in Default and attorns to
the record owner of the Premises.





                           (d)        Self-Executing. 
The agreements contained in this Paragraph
16.18 shall be effective without the execution of any further documents;
provided, however, that upon written request from Landlord or a Lender in
connection with a sale, financing or refinancing of Premises, Tenant and
Landlord shall execute such further writings as may be reasonably required to
separately document any such subordination or non-subordination, attornment
and/or non-disturbance agreement as is provided for herein, as long as Tenant’s
obligations hereunder are not expanded. 
Subject to the provisions of Section 16.18, Landlord is hereby
irrevocably vested with full power to subordinate this Lease to a Mortgage.


             16.19   Rules and Regulations
.  Tenant agrees that it will abide by, and to
cause its employees, suppliers, shippers, customers, tenants, contractors and
invitees to abode by all the rules and regulations attached hereto as Exhibit C
("Rules and Regulations") which Landlord may change from time to time
for the management, safety, care,

and cleanliness of the Common Areas, the parking and unloading of vehicles and
the preservation of good order, as well as for the convenience of other
occupants or tenants of the Building and the Corporate Center and their
invitees.  Landlord shall not be
responsible to Tenant for the non-compliance with said Rules and Regulations by
other tenants of the Corporate Center.


             16.20   Security Measures
.  Tenant acknowledges that the rental payable
to Landlord hereunder does not include the cost of guard service or other
security measures.  Landlord has no
obligations to provide same.  Tenant
assumes all responsibility for the protection of the Premises, Tenant, Tenant
Entities, and each of their agents and invitees, and their property, from the
acts of third parties.


             16.21   Reservations
.  Landlord reserves the right to grant such
easements that Landlord deems necessary and to cause the recordation of parcel
maps, so long as such easements and maps do not reasonably interfere with the
use of the Premises by Tenant.  Tenant
agrees to sign any documents reasonable requested by Landlord to effectuate any
such easements or maps.


             16.22   Conflict.  Any
conflict between the printed provisions
of this Lease and the typewritten or handwritten provisions shall be controlled
by the typewritten or handwritten provisions.


             16.23   Offer. 
Preparation of this Lease by either Landlord
or Tenant or Landlord's agent or Tenant's agent and submission of same to
Tenant or Landlord shall not be deemed an offer to lease.  This Lease is not intended to be binding until
executed and delivered by all Parties hereto.


             16.24   Amendments. 
This Lease may be modified only in writing,
signed by the parties in interest at the time of the modification.


             16.25   Multiple Parties
 .  Except as otherwise expressly provided
herein, if more than one person or entity is named herein as Tenant, the
obligations of such persons shall be the joint and several responsibility of
all persons or entities named herein as such Tenant.


             16.26   Authority. 
Each person signing on behalf of Landlord or
Tenant warrants and represents that she or is authorized to execute and deliver
this Lease and to make it a binding obligation of Landlord or Tenant.


 


 


 


 


 


 


 


 


 


 


 


                           The parties hereto
have executed this Lease at the place and on the dates specified above their
respective signatures.


	Landlord:	Tenant:
	AMB
  PROPERTY, L.P.,	ABGENIX, INC., a Delaware corporation
	a
  Delaware limited partnership	 



By:       AMB Property Corporation,

             a Maryland corporation, its
general partner





 


	 	By:	/s/ John L. Rossi

	By:	/s/ Kurt Leutzinger


	 	 	 
	 	 	John
  L. Rossi	 	 
	 	 	 	 	 
	 	Its:	Senior
  Vice President	Its:	Chief
  Financial Officer


	Executed
  at:	

	Executed
  at:	


	on:	

	on:	


									



 


	Landlord's Address:	Billing  Address:
	Pier 1, Bay 1	 
	San Francisco, CA 94111

	


	

	


	 	


	Property Management Address:

	


	385
  Oyster Point Blvd., Suite 9B	 
	South
  San Francisco, CA 94080	Phone:__________________________________
	Tel:
  650 873-1729	 
	 	Legal Notice Address:


	 	Kurt
  Leutzinger, Esquire


	 	Abgenix,
  Inc.


	 	6701
  Kaiser Drive


	 	Fremont,
  CA 94555


	 	Phone:__________________________________


	 	Fax:____________________________________


	 	Peter
  T. Healy, Esquire


	 	O’Melveney
  & Meyers


	 	Embarcadero
  Center West


	 	275
  Battery Street


	 	San
  Francisco, CA 94111


	 	Phone:__________________________________


	 	Fax:____________________________________



 





 


Exhibit A

Diagram of Premises


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 


 




	Initial  ____________
	            ____________






 










 


Exhibit B

Commencement Date Certificate


 


	LANDLORD:	AMB PROPERTY, L.P.


	TENANT:	Abgenix, Inc.


	 	 
	LEASE DATE:	February 8, 2001


	 	 
	PREMISES:	34551 Ardenwood Boulevard in the City of Fremont,
  California





 


             Tenant hereby accepts the Premises
as being in the condition required under the Lease.

             The Commencement Date of the
Lease is May 1, 2001.

             The Expiration Date of the
Lease is April 30, 2011.


 


	Landlord:	Tenant:


	AMB
  PROPERTY, L.P.,	Abgenix, Inc.
	a
  Delaware limited partnership	a
  Delaware corporation



By:       AMB Property Corporation,

             a Maryland corporation, its
general partner


 



	 	By:	 


 John L. Rossi	By:	 


	 	 	 	 
	 	Its:	Senior
  Vice President	Its:	 


	Executed
  at:	 

	Executed
  at: 	 


	on:	 

	on:	 

	 
										




 


Landlord's Address:   


Pier 1, Bay 1

San Francisco, CA 94111


Property Management Address


385
Oyster Point Blvd., Suite 9B

South San Francisco, CA 94080

Tel 650 873-1729





Exhibit
C

Rules & Regulations


1.          No advertisement, picture or sign of
any sort shall be displayed on or outside the Premises or the Building without
the prior written consent of Landlord. 
Landlord shall have the right to remove any such unapproved item without
notice and at Tenant's expense.  All of
Tenant’s signage requests shall be included in Tenant’s Tenant Improvement
requests.


2.          Tenant shall not regularly park motor
vehicles in designated parking areas after the conclusion of normal daily
business activity.


3.          Tenant shall not use any method of
heating or air conditioning other than that approved as part of Tenant
Improvements by Landlord without the prior written consent of Landlord.


4.          All window coverings installed by
Tenant and visible from the outside of the Building require the prior written
approval of Landlord, which shall not be unreasonably withheld so long as such
window coverings conform to those in other areas of the Corporate Center.


5.          Tenant shall not use, keep or permit
to be used or kept any foul or noxious gas or substance or any flammable or
combustible materials on or around the Premises, the Building or the Corporate
Center.


6.          Tenant shall not alter any lock or
install any new locks or bolts on any door at the Premises without the prior
consent of Landlord, which approval shall not be unreasonably withheld, except
with respect to the card key system.


7.          Tenant agrees not to make any
duplicate keys without the prior consent of Landlord.


8.          Tenant shall park motor vehicles in
those general parking areas as designated by Landlord,except for loading and unloading.  During those periods of loading and
unloading, Tenant shall not unreasonably interfere with traffic flow within the
Corporate Center and loading and unloading areas of other tenants.


9.          Tenant shall not disturb, solicit or
canvas any occupant of the Building or Corporate Center and shall cooperate to
prevent same.


10.        No person shall go on the roof without
Landlord's permission, which approval shall not be unreasonably withheld.


11.        Business machines and mechanical
equipment belonging to Tenant which cause noise or vibration that may be
transmitted to the structure of the Building, to such a degree as to be
objectionable to Landlord or other Tenants, shall be placed and maintained by
Tenant, at Tenant's expense, on vibration eliminators or other devices
sufficient to reduce noise or vibration to acceptable levels.


12.        All goods, including material used to
store goods, delivered to the Premises of Tenant shall be immediately moved
into the Premises and shall not be left in parking or receiving areas
overnight.


13.        Tractor trailers which must be unhooked
or parked with dolly wheels beyond the concrete loading areas must use steel
plates or wood blocks under the dolly wheels to prevent damage to the asphalt
paving surfaces.  No parking or storing
of such trailers will be permitted in the auto parking areas of the Corporate
Center or on streets adjacent thereto.


14.        Forklifts which operate on asphalt
paving areas shall not have solid rubber tires and shall only use tires that do
not damage the asphalt.


15.        Tenant is responsible for the storage
and removal of all trash and refuse. 
All such trash and refuse shall be contained in suitable receptacles
stored behind screened enclosures at locations approved by Landlord.


16.        Tenant shall not store or permit the
storage or placement of goods, or merchandise or pallets or equipment of any
sort outside of the Premises nor in or around the Building, the Corporate
Center or any of the Common Areas of the foregoing.  No displays or sales of merchandise shall be allowed in the
parking lots or other Common Areas.


17.        Tenant shall not permit any animals,
including, but not limited to, any household pets, to be brought or kept in or
about the Premises, the Building, the Corporate Center or any of the Common
Areas of the foregoing, except laboratory animals approved by all governmental
entities having jurisdiction over biotechnology laboratories and over the
Corporate Center.


18.        Tenant shall not permit any motor
vehicles to be washed on any portion of the Premises or in the Common Areas of
the Corporate Center, nor shall Tenant permit mechanical work or maintenance of
motor vehicles to be performed on any portion of the premises or in the Common
Areas of the Corporate Center.


 


 





	Initial  ____________
	            ____________










 


Exhibit D

Tenant Move-in and Lease Renewal Environmental Questionnaire

for Commercial and Industrial Properties


Property Name:


Property Address: 34551
Ardenwood Boulevard, Fremont, California


Exhibit D to the Lease Dated
February 8, 2001


Between


Abgenix, Inc., a Delaware
corporation

(“Tenant”)

and


    AMB Property, L.P.__

(“Landlord”)


Instructions:  The following questionnaire is to be
completed by the Tenant Representative with knowledge of the planned/existing
operations for the specified building/location.  A copy of the completed form must be attached to all new leases
and renewals, and forwarded to the Owner’s Risk Management Department.  Please print clearly and attach additional
sheets as necessary.


1.0        Process Information


Describe
planned use (new Lease) or existing operations (lease renewal), and include
brief description of manufacturing processes employed.



























2.0        Hazardous Materials


             2.1        Are any of the following materials handled on the property?        
                                 Yes___         
    No___

                           (A material is
handled if it is used, generated, processed, produced, packaged, treated,
stored, emitted, discharged, or disposed.) 
If so, complete this section.  If
this question is not applicable, skip this section and go on to Section 5.0.




	o
  Explosives	o
  Fuels	o
  Oils
	o
  Solvents	o
  Oxidizers	o
  Organics/Inorganics
	o
  Acids	o
  Bases	o
  Pesticides
	o
  Gases	o
  PCBs	o
  Radioactive Materials
	o
  Other (please specify)	 	 






             2.2        If any of the groups of materials checked in Section 2.1,
please list the specific material(s), use(s), and quantity of each chemical
used or stored on the site in the Table below. 
If convenient, you may substitute a chemical inventory and list the uses
of each of the chemicals in each category separately.


 




	Material	Physical
  State (Solid, Liquid, or Gas)	Usage	Container
  Size	Number
  of Containers	Total
  Quantity
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 






             2.3        Describe the planned storage area location(s) for these
materials.  Please include site maps and
drawings as appropriate.






























3.0        Hazardous Wastes


             Are hazardous wastes generated?                     
                                          
                        Yes___             No___


             If yes, continue with the next
question.  If not, skip this section and
go to Section 4.0.


             3.1        Are any of the following wastes generated, handled, or
disposed of (where applicable) on the property?




	o
  Hazardous wastes	o
  Industrial Wastewater
	o
  Waste oils	o
  PCBs
	o
  Air emissions	o
  Sludges
	o
  Regulated Wastes	o
  Other (please specify)






 





 


             3.2        List and quantify the materials identified in Question 3-1 of
this section.


 




	Waste
  Generated	RCRA  listed Waste?	Source	Approximate
  Monthly Quantity	Waste
  Characterization	Disposition
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 
	 	 	 	 	 	 






             3.3        Please include name, location, and permit number (e.g. EPA ID
No.) for transporter and disposal facility, if applicable).  Attach separate pages as necessary.


 




	Transporter/Disposal
 Facility Name	Facility
  Location	Transporter
  (T) or
Disposal
  (D) Facility	Permit
  Number
	 	 	 	 
	 	 	 	 
	 	 	 	 
	 	 	 	 






             3.4        Are pollution controls or monitoring employed in the process
to prevent or minimize the release of wastes into the environment?

                                          
                                          
         Yes___             No___

                           If so, please
describe.






























4.0        USTS/ASTS


             4.1        Are underground storage tanks (USTs), aboveground storage
tanks (ASTs), or associated pipelines used for the storage of petroleum
products, chemicals, or liquid wastes present on site (lease renewals) or
required for planned operations (new tenants)?


                                      
                                          
                                          
                         Yes___             No___


                           If not, continue with
section 5.0.  If yes, please describe
capacity, contents, age, type of the USTs or ASTs, as well any associated leak
detection / spill prevention measures. 
Please attach additional pages if necessary.


 




	Capacity	Contents	Year
 Installed	Type
  (Steel, 

  Fiberglass, etc)	Associated
  Leak 

  Detection / Spill 

  Prevention Measures*
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 












	 	*Note:	The following are examples of leak
  detection / spill prevention measures:	 
	 	 	 	 
	 	Integrity testing	Inventory reconciliation	Leak detection system
	 	Overfill spill protection	Secondary containment	Cathodic protection
	 	 	 	 
	4.2	Please provide copies of written tank
  integrity test results and/or monitoring documentation, if available.
	 	 	 	 
	4.3	Is the UST/AST registered and permitted
  with the appropriate regulatory agencies?	 
	 	 	Yes___	No___
									




                           If so, please attach
a copy of the required permits.


             4.4        If this Questionnaire is being completed for a lease renewal,
and if any of the USTs/ASTs have leaked, please state the substance released,
the media(s) impacted (e.g., soil, water, asphalt, etc.), the actions taken,
and all remedial responses to the incident.



























             4.5        If this Questionnaire is being completed for a lease renewal,
have USTs/ASTs been removed from the property?                                    
                                          
                               Yes___           
  No___

             If yes, please provide any
official closure letters or reports and supporting documentation (e.g.,
analytical test results, remediation report results, etc.).





             4.6        For Lease renewals, are there any above or below ground
pipelines on site used to transfer chemicals or wastes?                                   
                                           
                                          
  Yes___             No___


                           For new tenants, are
installations of this type required for the planned operations?


                                      
                                          
                                          
                                      Yes___    
         No___


                           If yes to either
question, please describe.






























5.0        Asbestos Containing Building Materials


             Please be advised that this property
participates in an Asbestos Operations and Maintenance Program, and that an
asbestos survey may have been performed at the Property.  If provided, please review the information
that identifies the locations of known asbestos containing material or presumed
asbestos containing material.  All
personnel and appropriate subcontractors should be notified of the presence of
these materials, and informed not to disturb these materials.  Any activity that involves the disturbance
or removal of these materials must be done by an appropriately trained
individual/contractor.


6.0        Regulatory


             6.1        For Lease Renewals, are there any past, current, or pending
regulatory actions by federal, state, or local environmental agencies alleging
noncompliance with regulations?


                                      
                                          
                                          
                        Yes___             No___


                           If so, please
describe.



























             6.2        For lease renewals, are there any past, current, or pending
lawsuits or administrative proceedings for alleged environmental damages
involving the property, you, or any owner or tenant of the property?


                                      
                                          
                                          
                                      Yes___    
         No___


                           If so, please
describe.



























             6.3        Does the operation have or require a National Pollutant
Discharge Elimination System (NPDES) or equivalent permit?                                 
                                          
                         Yes___             No___

                           If so, please
attach a copy of this permit.


             For Lease renewals, have there been
any complaints from the surrounding community regarding facility operations?                              
                                          
                                          
Yes___             No___


             Have there been any worker
complaints or regulatory investigations regarding hazardous material exposure
at the facility?                                        
                                          
                      Yes___             No___


             If so, please describe status and
any corrective actions taken.  Please
attach additional pages as necessary.



























             6.4        Has a Hazardous Materials Business Plan been developed for
the site?


                                      
                                          
                                          
                                      Yes___    
         No___


                           If so, please attach
a copy.


Certification


I
am familiar with the real property described in this questionnaire.  By signing below, I represent and warrant
that the answers to the above questions are complete and accurate to the best
of my knowledge; provided, however, that I am not an environmental engineer and
therefore my responses are qualified by the extent of my expertise.  I also understand that the Owner will rely
on the completeness and accuracy of my answers in assessing any environmental
liability risks associated with the property.


                                      
                                          
             Signature:                                          
                                 


 


                                      
                                          
             Name:                                          
                                        


 


                                      
                                          
             Title:                                          
                                          


 


                                      
                                          
             Date:                                          
                                          


 


                                      
                                          
             Telephone:                                          
                               


Please provide a copy of the
completed questionnaire to:

Mr. Steve Campbell

AMB Property, L.P.

Pier One, Bay 1

San Francisco, CA  94111


 










 


Exhibit E

Tenant Improvements


This
exhibit, entitled "Tenant Improvements", is and shall constitute Exhibit
E to that certain Lease Agreement dated February 8, 2001 (the
"Lease"), by and between AMB Property, L.P., a Delaware limited
partnership ("Landlord"), and Abgenix, Inc. a Delaware
corporation ("Tenant"), for the leasing of certain premises
located at 34551 Ardenwood Boulevard in the City of Fremont, California
(the "Premises").  The terms,
conditions and provisions of this Exhibit E are hereby incorporated into
and are made a part of the Lease.  Any
capitalized terms used herein and not otherwise defined herein shall have the
meaning ascribed to such terms as set forth in the Lease.


1.          Tenant Improvements.  Subject to the conditions set forth below,
and at Tenant’s sole cost and expense, Tenant may construct and install certain
improvements ("Tenant Improvements") in the Building of which the
Premises are a part in accordance with the Approved Final Drawings (defined
below) and strictly pursuant to the terms of this Exhibit E.


2.          Definition.  "Tenant Improvements" as used in this Lease shall
include only those interior improvements to be made to the Premises as
specified in the Approved Final Drawings (defined below) and agreed to by
Landlord in accordance with the provisions hereof.  "Tenant Improvements" shall specifically not
include (i) any alterations, additions or improvements installed or constructed
by Landlord, and (ii) any of Tenant's trade fixtures, racking, security
equipment, equipment, furniture, furnishings, telephone and/or data equipment,
telephone and/or data lines or other personal property.


3.          Tenant's Initial Plans; the Work.  Tenant desires to perform certain Tenant
Improvements in the Premises.  The
Tenant Improvements shall be in substantial accordance with the plan(s) and
scope of work (collectively, the "Initial Plans") which will be
prepared by an architect to be selected by Tenant (“Tenant’s Architect”) after
the parties meet and confer to agree upon a scope of work immediately after
execution of this Lease.  Tenant’s
Architect shall be licensed and shall carry errors and omissions insurance in
amounts not less than $1,000,000 per occurrence and $1,000,000 aggregate, with
a deductible of not greater than $25,000 and workers’ compensation insurance as
required by law.  Within fifteen (15)
business days from the date Landlord and Tenant meet to discuss the scope of
work, Tenant shall deliver to Landlord two complete sets of the Initial Plans.  A copy of the Initial Plans shall be
attached hereto as Schedule 1, as soon as practicable thereafter.  Such work, as shown in the Initial Plans and
as more fully detailed in the Approved Final Drawings (as defined and described
in Paragraph 4 below), shall be hereinafter referred to as the
"Work".  The Initial Plans
shall be in compliance with all codes, rules, regulations and orders applicable
to the Work and Tenant’s Use of the Premises, including without limitation the
Americans with Disabilities Act of 1990 (Pub. L. No. 101-336, 104 Stat. 327),
as amended, Title 24 of the California Administrative Code, as amended,
including without limitation any and all of its access, and labor, energy and
economy, requirements, all Applicable Requirements for Hazardous Substances as
defined in Paragraphs 6.2(a) and 6.3 of the Lease, Title 28 of the Code of
Federal Regulations, Part 36, and any and all applicable rules, regulations and
requirements promulgated thereunder or under any similar applicable laws,
ordinances, rules, regulations and orders (collectively, the “Laws”).  Not later than ten (10) days after the
Initial Plans are prepared and delivered to Landlord, Tenant or Tenant's
Representatives shall furnish to Landlord such additional plans, drawings, specifications
and finish details (“Additional Details”) as Landlord may reasonably request to
enable Landlord's architects, engineers, and other representatives, as
applicable (“Landlord’s Representatives”), to review such Initial Plans.  Within ten (10) business days after Landlord
has received the Additional Details, Landlord shall inform Tenant of its
approval, or of its decision not to approve, the Initial Plans.  Landlord’s approval shall not be
unreasonably withheld or delayed.  If
Landlord decides not to approve the Initial Plans, as supplemented by the
Additional Details, Landlord shall inform Tenant of its objections to the
Initial Plans, and within ten (10) days thereafter Tenant shall deliver to
Landlord such additional plans, drawings, specifications and finish details as
Landlord reasonably requires to approve the Initial Plans.  Upon Landlord’s approval of the Initial
Plans, Tenant shall commence preparation of mechanical, electrical and plumbing
plans and Final Drawings, including, but not limited to, a final telephone
layout and special electrical connections, if any.  All plans, drawings, specifications and other details describing
the Work which have been, or are hereafter, furnished by or on behalf of Tenant
shall be subject to Landlord's approval, which approval shall not be unreasonably
withheld or delayed.  Landlord shall not
be deemed to have acted unreasonably if it withholds its approval of any plans,
specifications, drawings or other details or of any Change Request (defined in
Paragraph 10 below) because, in Landlord's reasonable, good faith opinion, the
work as described in any such item, or any Change Request, as the case may
be:  (a) is likely to adversely affect
Building systems, the structure of the Building or the safety of the Building
or its occupants; (b) might impair Landlord's ability to furnish services to
Tenant or other tenants in the Building; (c) would increase the cost of
operating the Building or the Corporate Center; (d) would violate any Laws or
might require Landlord to make any alterations or improvements to bring the
Premises, Building or Corporate Center into compliance with any such Laws; (e)
contains or uses Hazardous Substances (as defined in the Lease); (f) would
adversely affect the appearance of the Building or the Corporate Center; (g)
might adversely affect another tenant's premises or such other tenant's use and
enjoyment of such premises; (h) is prohibited by any currently existing ground
lease affecting the Building, and/or the Corporate Center, any currently
existing Recorded Matters or any currently existing mortgage, trust deed or
other instrument encumbering the Building, and/or the Corporate Center; (i) is
likely to be substantially delayed because of unavailability or shortage of
labor or materials necessary to perform such work or the difficulties or
unusual nature of such work; (j) is not, at a minimum, in accordance with
Landlord's Building Standards (defined below); or (k) would likely cause a
labor strike or disturbance at the Corporate Center.  The foregoing reasons, however, shall not be the only reasons for
which Landlord may withhold its approval, whether or not such other reasons are
similar or dissimilar to the foregoing. 
Neither the approval by Landlord of the Work or the Initial Plans or any
other plans, specifications, drawings or other items associated with the Work
nor the supervision or monitoring of the Work by Landlord or Landlord’s
Representatives shall constitute any warranty or covenant by Landlord to Tenant
of the adequacy of the design for Tenant's intended use of the Premises.  Tenant agrees to, and does hereby, assume
full and complete responsibility to ensure, that the Work and the Approved
Final Drawings are adequate to fully meet and comply with the needs and
requirements of Tenant's intended operations of its business within the
Premises, Tenant's Use of the Premises, the Work Permits (defined below) and
any and all Laws relating and applying thereto, and represents and warrants
that upon Substantial Completion (defined below), the Work shall meet and
comply with all such needs and requirements, Tenant’s Use, and all such Laws.





4.          Final Drawings and Approved Final Drawings.  Tenant shall prepare or cause to be prepared
final working drawings and specifications for the Work (the "Final
Drawings") based on and consistent with the Initial Plans and the other
plans, specifications, drawings, finish details or other information approved
by Landlord pursuant to Paragraph 3 above. 
Tenant shall furnish within ten (10) days after any request therefor,
all information required by Landlord or Landlord's Representatives for
Landlord’s review and approval of the Final Drawings.  So long as the Final Drawings are substantially consistent with
the Initial Plans, Landlord shall approve the Final Drawings within five (5)
business days after receipt of same from Tenant.  If Landlord disapproves of any matters included in the Final
Drawings because such items are not substantially consistent with the Initial
Plans, Tenant shall, within the aforementioned ten (10) day period, deliver to
Landlord the specific changes or revisions necessary to be made to the Final
Drawings to cause such drawings to substantially conform to the Initial
Plans.  Any additional costs associated
with such requested changes or revisions shall be paid by Tenant.  The foregoing procedure shall be followed by
the parties until the Final Drawings are reasonably acceptable to
Landlord.  Landlord and Tenant shall
indicate their approval of the Final Drawings by initialing each sheet of the
Final Drawings and delivering to one another a true and complete copy of such
initialed Final Drawings (the "Approved Final Drawings").  A true and complete copy of the Approved
Final Drawings shall be attached to the Lease as Exhibit E-1 and shall
be made a part thereof.  Any changes or
revisions to the Approved Final Drawings requested by Tenant must first be
approved by Landlord, which approval shall not be unreasonably withheld or
delayed, subject to the provisions of Paragraph 3 above.  If Landlord approves such requested changes
or revisions, Tenant shall cause the Approved Final Drawings to be revised
accordingly and Landlord and Tenant shall initial each sheet of the Approved
Final Drawings as revised and replace and attach a true and complete copy
thereof to the Lease as Exhibit E-1.


5.          Performance of Work.  As soon as practicable after Tenant and
Landlord initial and attach to the Lease as Exhibit E-1 a true and
complete copy of the Approved Final Drawings, Tenant shall submit the Approved
Final Drawings to the governmental authorities having rights of approval over
the Work and shall apply for all approvals, permits, including any health and
building department permits, and certificates, necessary to perform the Work in
accordance with all applicable Laws and for Tenant’s Use of the Premises
(collectively, the “Work Permits”).  As
soon as practicable after Tenant or its representatives have received all
necessary Work Permits, Tenant will put the Approved Final Drawings out for bid
to several licensed, bonded and insured general contractors.  The Tenant Improvements shall be constructed
by a general contractor selected by Tenant and approved by Landlord, which
approval shall be granted or withheld in Landlord’s discretion, taking into account
the levels of insurance carried by the proposed general contractor and the
insurance carrier for such proposed general contractor, whether such proposed
general contractor is bondable and bonded, and the references of such proposed
general contractor, but which approval, whether granted or withheld, shall not
be unreasonably delayed.  The general
contractor approved by Landlord (“General Contractor”), and all other
contractors, subcontractors, materialmen and independent contractors engaged by
Tenant or General Contractor (collectively, the “Construction Entities”), shall
be bondable, licensed, and capable of performing quality work and working in
harmony with other contractors and subcontractors on the job, in the Building
and at the Corporate Center, and shall at all times be in compliance with all
current provisions of the Occupational Safety and Health Act (OSHA) that may
apply to Tenant's Work.  Information
regarding all of the foregoing, including without limitation the names of at
least two property managers for whom the proposed general contractor has worked
in the past twelve (12) months (“Complete Package”), shall be provided by
Tenant to Landlord in writing for each proposed general contractor, and
Landlord shall notify Tenant of its consent or refusal to consent with respect
to each proposed general contractor within seven (7) business days of
Landlord’s receipt of such Complete Package. 
Immediately upon Landlord’s approval, Tenant shall prepare and execute a
written contract (“Construction Contract”) with the General Contractor, which
Construction Contract shall (a) include as an exhibit all of the provisions
benefiting Landlord and contained in this Exhibit E, (b) require Tenant and
General Contractor to cooperate in all respects with Landlord’s Representatives
at all times, and (c) allow, but not require, Landlord to become an assignee of
Tenant’s interest in such Construction Contract in the event of Tenant’s
default thereunder, but shall specifically state that (x) the General
Contractor is not a third-party beneficiary to this Exhibit E or the Lease, (y)
Landlord shall have no obligations under the Construction Contract unless
Landlord specifically accepts such obligations in a separate writing entered
into between General Contractor and Landlord, and (z) Landlord shall have no obligations
to General Contractor in the event that it chooses not to become Tenant’s
assignee under the Construction Contract or chooses not to execute such
separate writing with General Contractor. 
The General Contractor shall commence construction, or cause the
commencement of construction of the Tenant Improvements, upon the Commencement
Date or upon Tenant’s commencement of Early Occupancy as set forth in Addendum
Two, whichever occurs first.  Except as
hereinafter expressly provided to the contrary, Tenant shall cause the
performance of the Work using (except as may be stated or otherwise shown in
the Approved Final Drawings) building standard materials, quantities and
procedures then in use by Landlord ("Building Standards"), and
neither Tenant nor its General Contractor, nor anyone working for, with or on
behalf of either of them, shall unreasonably interfere with or disturb the
quiet enjoyment of any other tenant of the Corporate Center at any time, and
Tenant and General Contractor shall keep the Premises, the interior and
exterior of the Building, and the Corporate Center free of storage and debris
during the Work.  Tenant shall at all
times cooperate with, and shall cause all Construction Entities, to cooperate
with Landlord’s construction consultant at all times, and to comply with all of
the terms, conditions and covenants of this Lease at all times.  In the event of any labor dispute or
disruption in the Corporate Center related to Tenant or any Construction
Entity, Tenant shall immediately discontinue construction and take all steps
reasonably necessary to stop such labor dispute or disruption. All Construction
Entities shall agree in writing prior to the commencement of any Work to be
performed by them to comply with the provisions of this Exhibit E.  Tenant shall not allow trash to accumulate
overnight within the Premises or any other area in the Corporate Center
adjacent to its Premises.  Tenant shall
be responsible for daily removal of all of Tenant's construction trash and
debris from the site of the Work. Tenant's contractors may not use Landlord's
trash receptacles.  All work performed
by Tenant and all Construction Entities shall be performed so as to cause a
minimum of interference with other tenants and with the operation of the
Corporate Center.





6.          Substantial Completion.  Tenant shall cause the General Contractor to
Substantially Complete (defined below) the Tenant Improvements in accordance
with the Approved Final Drawings by August 15, 2001 (the "Completion
Date"), subject to delays due to (a) acts or events beyond its control
including, but not limited to, acts of God, earthquakes, strikes, lockouts,
boycotts, casualties, discontinuance of any utility or other service required
for performance of the Work (except insofar as such discontinuances, if any,
are due to any act or failure to act by Tenant, including without limitation
Tenant’s failure to transfer utilities into its name and Tenant’s failure to
pay utility bills), moratoriums, governmental agencies, and delays on the part
of governmental agencies, (b) any changes required by the fire department,
building and/or planning department, building inspectors or any other agency
having jurisdiction over the Building, the Work and/or the Tenant Improvements
(except to the extent such changes are directly attributable to Tenant's use or
Tenant's specialized tenant improvements, in which event such delays are
considered Tenant Delays) (the events and matters set forth in Subsections (a)
and (b) are collectively referred to as "Force Majeure Delays"), or
(e) any Tenant Delays (defined in Paragraph 8 below).  The Tenant Improvements shall be deemed substantially complete on
the date that the General Contractor issues to Tenant a notice of substantial
completion, or the date that the building officials of the applicable
governmental agency(s) issues its final approval of the construction of the
Tenant Improvements whether in the form of the issuance of a final permit,
certificate of occupancy or the written approval evidencing its final inspection
on the building permit(s), or the date on which Tenant first takes occupancy of
the Premises, whichever first occurs ("Substantial Completion", or
"Substantially Completed", or "Substantially Complete").  If the Work is not deemed to be
Substantially Completed on or before the scheduled Completion Date, (i) Tenant
shall use diligent efforts to Substantially Complete the Work as soon as
practicable thereafter, (ii) the Lease shall remain in full force and effect,
(iii) Landlord shall not be deemed to be in breach or default of the Lease or
this Exhibit E as a result thereof and Landlord shall have no liability
to Tenant as a result of any delay in occupancy (whether for damages, abatement
of all or any portion of the Rent, or otherwise), and (iv) the Commencement
Date and the Expiration Date of the term of the Lease (as defined in Section
1.3 of the Lease) shall not be extended. 
Subject to the provisions of Section 7.4 of the Lease, the Tenant
Improvements shall belong to Landlord and shall be deemed to be incorporated
into the Premises for all purposes of the Lease, unless Landlord, in writing,
indicates otherwise to Tenant.  In the
event that Tenant fails to Substantially Complete the Work by the Completion
Date, Tenant shall be in default under the Lease, and Landlord shall be
entitled to exercise any and all of its rights and remedies under the Lease.


7.        Landlord's Letter of Acceptance.  Upon
Tenant’s notice to Landlord of Substantial Completion of the Work, Landlord
shall inspect the Premises and, if the Work had been completed in a manner
which satisfies the conditions set forth below, Landlord shall issue its Letter
of Acceptance for the Work.  The Work
shall not be deemed to be in compliance with the terms of the Lease until such
Letter of Acceptance has been issued, which Letter of Acceptance shall be
issued only upon satisfaction of all of the following conditions:


(a)         Tenant shall have satisfactorily
completed the Work to be performed by Tenant in accordance with the Approved
Final Drawings attached as Exhibit E-1 to this Addendum.



(b)        Tenant shall have furnished Landlord
with unconditional waivers of liens and contractors' affidavits, in such from
as may be reasonably required by Landlord, from all parties performing labor or
supplying equipment and/or materials in connection with the Work, including
Tenant's architect



(c)         Tenant shall have furnished a long form
affidavit stating that Tenant has paid for all work performed in accordance
with Tenant’s agreements and for all fixtures, equipment and material supplied
in connection with the Work.



(d)        Tenant shall have reimbursed Landlord
for any costs of Work done for Tenant by Landlord or by Landlord's contractors,
agents of affiliates.



(e)         Tenant shall have secured and delivered
to Landlord a copy of a Certificate of Occupancy properly issued by the
governmental entity having jurisdiction.



  If Landlord is unable or unwilling to issue
its Letter of Acceptance within ten (10) days of Substantial Completion because
of any failure of Tenant to satisfy the foregoing conditions, Tenant shall be
in Default under Paragraph 13.1(h) of the Lease.


8.          Tenant Delays.  There shall be no extension of the scheduled
Commencement Date or Expiration Date of the term of the Lease (as otherwise
permissibly extended in accordance with the provisions of Paragraph 6 above) if
the Work has not been Substantially Completed by the scheduled Commencement
Date due to any delay attributable to Tenant and/or any of Tenant's
Representatives or Tenant's intended use of the Premises (collectively,
"Tenant Delays"), including, but not limited to, any of the following
described events or occurrences: (a) delays related to changes made by Tenant
to the Work and/or the Approved Final Drawings; (b) the failure of Tenant to furnish
all or any plans, drawings, specifications, finish details or other information
required under Paragraphs 3 and 4 above; (c) the failure of Tenant to comply
with the requirements of Paragraph 9 below; (d) Tenant's requirements for
special work or materials, finishes, or installations or Tenant's requirements
for special construction or phasing; (e) any changes required by the fire
department, building or planning department, building inspectors or any other
agency having jurisdiction over the Building, the Work and/or the Tenant
Improvements if such changes are directly attributable to Tenant's use; (f) the
completion of any work associated with Tenant's specific laboratory
requirements and work related to any requirements of governmental and
regulatory agencies with respect thereto; (g) the performance of any additional
work pursuant to a Change Request by Tenant; (h) the performance of work in or
about the Premises by any person, firm or corporation employed by or on behalf
of Tenant, including, without limitation, any failure to complete or any delay
in the completion of such work; and/or (i) any and all delays caused by or
arising from acts or omissions of Tenant or Tenant's agents or employees, any
Construction Entity, or any of their representatives or successors, in any
manner whatsoever, including, but not limited to, any and all revisions to the
Approved Final Drawings.  Any delays in
the construction of the Tenant Improvements due to any of the events described
above, shall in no way extend or affect the date on which Tenant is required to
commence paying Rent under the terms of the Lease.  It is the intention of the parties that all of such delays will
be considered Tenant Delays for which Tenant shall be wholly and completely
responsible for any and all consequences related to such delays, including,
without limitation, any costs and expenses attributable to increases in labor
or materials.





9.        No Tenant Improvement Allowance; Provision
of Cost Verifications to Landlord.  Landlord shall provide no allowance for the planning or
construction of the Tenant Improvements or for the Work to be performed in the
Premises, and all costs incurred or attributable to Tenant or its agents
associated with the Tenant Improvements, including without limitation all permit
fees, connection fees, and other costs incurred or attributable to Tenant or
its agents associated with obtaining all Work Permits, shall be paid solely by
Tenant.  At the request of Landlord,
Tenant shall furnish Landlord satisfactory evidence that it has funds or
financing in an amount at cost equal to the anticipated cost of all Work before
proceeding with any Work.  Following
approval of all Work Permits, again upon Substantial Completion, and again upon
the one-year anniversary of Tenant’s commencement of occupancy of the Premises,
Tenant shall present to Landlord true and correct copies of all contracts,
receipts, and other verifications of all costs and expenses associated with the
Work within ten (10) days of Landlord’s written request.


10.        Change Requests.  No changes or revisions to the Approved
Final Drawings shall be made by either Landlord or Tenant unless approved in
writing by both parties.  Upon Tenant's
request and submission by Tenant (at Tenant's sole cost and expense) of the
necessary information and/or plans and specifications for any changes or
revisions to the Approved Final Drawings and/or for any work other than the
Work described in the Approved Final Drawings ("Change Requests") and
the approval by Landlord of such Change Request(s), which approval Landlord
agrees shall not be unreasonably withheld or delayed, Tenant shall perform the
additional work associated with the approved Change Request(s), at Tenant's
sole cost and expense.


11.        Termination.  If the Lease is terminated prior to the
Completion Date, for any reason due to the default of Tenant hereunder (after
notice and opportunity to cure where Tenant is entitled to such notice and
opportunity to cure under the Lease), in addition to any other remedies
available to Landlord under the Lease, Tenant shall pay to Landlord as
Additional Rent under the Lease, within fifteen (15) days of receipt of a
statement therefor, any and all costs actually incurred by Landlord and not
reimbursed or otherwise paid by Tenant through the date of termination in
connection with the Tenant Improvements to the extent planned, installed and/or
constructed as of such date of termination, including, but not limited to, any
costs related to the removal of all or any portion of the Tenant Improvements
and restoration costs related thereto. 
Pursuant to the provisions of Section 7.4 of the Lease, Tenant shall
surrender the Premises by the end of the last day of the Lease term or any
earlier termination date in its original condition (as when Tenant took
possession of the Premises), clean and free of debris and in good operating
order, condition and state of repair ordinary wear and tear excepted.  Without limiting the generality of the
above, Tenant shall remove all personal property, trade fixtures, and fixtures,
additions and improvements, and floor bolts, patch all floors and cause all
lights to be in good operating condition (unless Landlord requests, in writing,
that Tenant not remove some or all of such fixtures (other than trade
fixtures), additions or improvements installed by or on behalf of Tenant or
situated in or about the Premises). By the date which is thirty (30) days prior
to such termination of this Lease, Landlord shall notify Tenant in writing of
those fixtures (other than trade fixtures), alterations, additions and other
improvements which Landlord shall require Tenant not to remove from the
Premises, and Tenant and Landlord shall otherwise follow the provisions of
Section 7.4 of the Lease.  Notwithstanding
the foregoing, upon expiration or earlier termination of the Lease, Tenant
shall be entitled to remove all of its laboratory equipment.


12.        Mechanics' Liens and
Protection of Landlord.  Tenant shall keep the Premises, the Building
and the Corporate Center free from any and all mechanics', materialmen's and
other liens, and claims thereof, arising out of any work performed, materials
furnished or obligations incurred by or for Tenant.  Landlord may post a notice of non-responsibility in accordance
with the statutory requirements of California Civil Code Section 3094, or any
amendments thereof (“Notice of Non-responsibility”).  Immediately upon Landlord’s approval of the General Contractor,
and at all times thereafter to enable Landlord to timely post all Notices of
Non-responsibility Notices as are necessary to fully protect Landlord, Tenant
shall promptly furnish Landlord with all information necessary for Landlord to
post such Notices of Non-responsibility. 
Landlord may require, at Landlord's sole option, that Tenant provide to
Landlord at Tenant's sole cost and expense a payment and performance bond, or
its equivalent, in an amount equal to one and one-half (1-1/2) times any and
all estimated costs of any alterations to the Premises, including but not
limited to, the Work, to insure Landlord against any liability for mechanics'
and materialmen's liens and to insure completion of the Work.  Tenant shall indemnify, defend with counsel
acceptable to Landlord and hold Landlord harmless from and against any liens,
demands, claims, actions, suits, proceedings, orders, losses, costs, damages,
liabilities, penalties, expenses, judgments or encumbrances (including, without
limitation, attorneys' and experts fees and costs) arising out of any work or
services performed or materials furnished by or at the direction of Tenant or
any Construction Entity, with respect to the Premises, the Building and the
Corporate Center. Landlord shall have the right, at all times, to post and keep
posted on the Premises and anywhere at the Corporate Center, any notices
permitted or required by law, or which Landlord shall deem proper, for the
protection of Landlord and all Landlord Entities, and the Corporate Center, and
any party having an interest therein, from mechanics' and materialmen's liens,
including without limitation a notice of non-responsibility. Should any claims
of lien relating to work performed, materials furnished or obligations incurred
by Tenant be filed against, or any action be commenced affecting the Premises
or any part of the Corporate Center, Tenant shall give Landlord notice of such
lien or action within five (5) days after Tenant receives notice of the filing
of the lien or the commencement of the action. If Tenant does not, within
twenty (20) days following the imposition of any such lien, cause such lien to
be released of record by payment or posting of a proper bond, Landlord shall
have, in addition to all other remedies provided herein and by law, the right,
but not the obligation, to cause the same to be released by such means as it
shall deem proper, including by payment of the claim giving rise to such lien
or by posting a proper bond, or by requiring Tenant to post for Landlord's
benefit a bond, surety, or cash amount equal to one and one-half (1-1/2) times
the amount of lien and sufficient to release the Premises and Corporate Center
from the lien. All sums paid by Landlord pursuant to this Paragraph 12, and all
expenses actually incurred by Landlord in connection therewith including
attorneys' and experts’ fees and costs, shall be payable to Landlord by Tenant
as Rent upon five (5) business days written notice (including all reasonable
details), and Tenant’s failure to pay Landlord any such sums on demand shall
constitute a Default under the Lease.


13.           Lease Provisions; Conflict.  The terms and provisions of the Lease,
insofar as they are applicable, in whole or in part, to this Exhibit E,
are hereby incorporated herein by reference, and specifically including all of
the provisions of Section 16 of the Lease. 
In the event of any conflict between the terms of the Lease and this Exhibit
E, the terms of this Exhibit E shall prevail. In addition, Landlord
and Tenant hereby specifically acknowledge that all of the provisions contained
in this Exhibit E are specifically incorporated into the Lease by
reference and shall be enforceable by Landlord as though such provisions were
contained in the body of the Lease. Any failure by Tenant to comply with the
terms and provisions contained in this Exhibit E shall be deemed a Default
under Paragraph 13.1(h) of the Lease. Additionally, Tenant acknowledges that
all of the specific time deadlines referenced in this Exhibit E must be
strictly adhered to, and that time is of the essence with regard to all time
periods referenced in this Exhibit E. 
Any amounts payable by Tenant to Landlord hereunder shall be deemed to
be Rent under the Lease and, upon any Default in the payment of same, Landlord
shall have all rights and remedies available to it as provided for in Paragraph
13.1(h) of the Lease.


 










EXHIBIT F


TENANT ESTOPPEL CERTIFICATE



 


Tenant:                                    
                                          
               


 


 


ADDRESSES:                              
                                     DATES,
AREA & PREPAID AMOUNTS:


Notices                                    
    Business Street Address:                                 Lease
Date:____________Rentable Area:____________SF


                                      
                                          
             Lease Starts:____________Security Deposit:____________


                                     
                                          
              Lease
Ends:____________Prepaid Rent:____________


 


	Security
  Deposit/Letter of Credit Notes:	 


	 	 





 











	OPTIONS:	DESCRIPTION
  OF OPTION(S):
	 	 
	Indicate Yes(Y) or No(N) below if you
  have any of these

  options and provide details in Paragraph 8 on Page Two:	Renewal:


	 	


	 	


	 	


	Renewal          Expansion            Purchase        
   Termination	 
	 	Expansion:


	 	


	 	


	 	


	 	 
	 	Purchase:


	 	


	 	


	:	


	 	Termination


	 	


	 	


	 	














	LEASE
  TYPE:	 
	 	BASE
  RENT HISTORY & SCHEDULE:
	 	 
	Lease is fully net, and Tenant
  reimburses Landlord for all expenses,

  Management fees,  as set forth in the
  Lease	Rental Start Date        Monthly Rental Amount
	 	 
	 	 
	 

	 


	 	 
	

	


	Tenant pays administrative fee on the
  following expenses:	


	 	


	CAM      ____________________	


	 	


	TAX     
  _____________________	


	 	


	INS     
  _____________________	


	 	 
	OTHER
  PERTINENT FACTS:	Current Base Net Rent:     
  _____________________________________
	 

	 
	

	 
	

	 



 


 




	OPTION
  PERIOD RENT SCHEDULE


	Term (mos)          CPI/FMV           Fixed (or if not)        
    DAYS
	             Or Fixed       
  Calculated                                       NOTICE

	                                 
   Amount
	 
	


	 
	









 





                                          
                                          
               Note: FMV = Fair Market Value, CPI=Consumer
Price Index


   The undersigned (“Tenant”), as Tenant under
the lease of the above referenced premises (“Premises”) executed by











  as Landlord, and Tenant on the
above-referenced Lease Date, does hereby state, declare, represent and warrant
to

         to ___________________________________
(“Purchaser” ) as follows:


 


1.  Accuracy.   That the information contained in this Tenant’s
Estoppel Certificate is true and correct as of the date above written.


2.  Lease.    That the copy of the Lease attached hereto as
Exhibit A is a true and correct copy of the Lease which is in full force and
effect and which has not been amended, supplemented or changed by letter
agreement or otherwise, except as follows (if none, indicate so by writing
“None” below):





















3.  Completion of Premises/No Disputes.   Tenant has accepted possession of the Premises, and
all conditions to be satisfied by Landlord under the Lease have been completed
pursuant to the terms of the Lease, including, but not limited to, completion
of construction of the Premises   (and
all other improvements required under the Lease) in accordance with applicable
plans and specifications and within the time periods set forth in the Lease and
payment of any improvement allowances; there are no unreimbursed expenses (except
per any annual reconciliation of operating expense and tax expense adjustment)
including, but not limited to, capital expense reimbursements; and Tenant has
no complaints or disputes with Landlord regarding the overall operation    and maintenance of the property within
which the Premises is located (the “Property”),  except as set forth below:





















4.  Base Rental Notes.  
Except for increases listed on the previous page, Base Rental is subject
to the following adjustments:


 


5.  Percentage Rent.   In addition to Base Rent and other additional rent,
the Tenant will continue to pay additional rent defined as “Percentage Rent’’
per the amounts and conditions listed in the prevailing Lease Amendment.











6.  No Defaults/Claims.  Neither
Tenant nor,  to Tenant’s knowledge,
Landlord under the Lease is in default under any terms of the Lease nor has any
event occurred which with the passage of time (after notice, if any required by
the Lease) would become an event of default under the Lease. Tenant has no claims,
counterclaims, defenses or setoffs against Landlord arising from the Lease, nor
is Tenant entitled to any concession, rebate, allowance or free rent for any
period after this certification, except as follows (if none, indicate so by
writing “None” below):


 


7. No Advance Payments.   Except for the current month’s rent and, if any, the
Security Deposit listed previous, the following rent has been paid in advance
by Tenant ( if none, indicate so by writing “$0”  below ) :











8. No Options/Purchase
Rights.  Except for the Options outline on Page One of this
Estoppel (see Description of Option(s)). Tenant has no options to expand the
Premises or extend the term and no right of first refusal to purchase the
Property or any interest therein and no right to cancel or terminate the Lease
except as follows (if none, indicate so by writing “None” below):











9. No
Modification of Lease.   That from the date of this Estoppel Certificate through __________________no modification or
amendment of the Lease, forgiveness of payment or rent or other amount due
under the Lease, grant of extension or option, or prepayment of rents may be
made except upon the written consent thereto, executed by Purchaser, which
consent may be unreasonably withheld if not otherwise provided in the Lease.


10. ERISA Representation.  To the best of Tenant’s knowledge, neither Tenant
nor any affiliate of Tenant is a “disqualified person” under Section 4975(e) of
the Internal Revenue Code of 1986, as amended (the “Code”) or a ‘party in
interest’ as defined in Section 3 (14) of Employee Retirement Income Security
Act of 1974, as amended (“ERISA”) with respect to Purchaser or AMB Property
L.P. Tenant acknowledges that a breach of the foregoing representation may
constitute a prohibited transaction under the terms of ERISA and the Code.











 


11. No Notice.   Tenant has not received written notice of any
assignment, hypothecation, mortgage, or pledge of Landlord’s interest in the
Lease or the rents or other amounts payable thereunder, except those listed
below (if none, indicate so by writing “NONE” below):














 



12. Hazardous Substances.   Tenant represents that, during the term of occupancy
of the Premises, no Hazardous  Substance
(as defined in the Lease) has been used, treated, stored or disposed of on the
Premises or Property in violation of 
Applicable Requirements (as defined in the Lease) by Tenant, Tenant’s
Affiliates (as defined in the Lease) or, to Tenant’s knowledge, any other
party. Tenant represents that it does not have any permits or identification numbers
issued by the United States Environmental Protection Agency or by any state,
county or municipal agencies with respect to its operations on the Premises,
except those listed below.


13. Reliance.   Tenant recognizes and acknowledges it is making these
representations to Purchaser with the intent that Purchaser and any lenders or
assigns of Purchaser will fully rely on Tenant’s representations.


14. Binding.   The
provisions hereof shall be binding upon and inure to the benefit of the
successors, assigns, personal representatives and heirs of Tenant and
Purchaser.


15.  Preexisting Defaults and Liabilities.   Tenant acknowledges and agrees that Purchaser shall
have no liability for any default of the Landlord under the Lease which arose,
existed or exists prior to the date Purchaser acquires title to the Property,
except as otherwise agreed to in writing by Tenant and Purchaser, and hereby
unconditionally and irrevocably release Purchaser from any and all such
liability.


 


 


 


EXECUTED BY TENANT, IF TENANT IS
A SOLE PROPRIETOR OR A GENERAL PARTNERSHIP, OR

BY AN OFFICER OF TENANT, IF TENANT IS A CORPORATION, ON THE DATE FIRST WRITTEN
ABOVE.


 


BY:__________________________________


NAME:_________________________________



TITLE:_________________________________


DATE:_________________________________













Addendum One


Landlord's Remedies Addendum in
Event of Tenant Default

(State of California)


 


                           (a)         
Termination.  In the event of any Default by Tenant, then in addition to any
other remedies available to Landlord at law or in equity and under this Lease,
Landlord shall have the immediate option to terminate this Lease and all rights
of Tenant hereunder by giving written notice of such intention to
terminate.  In the event that Landlord
shall elect to so terminate this Lease then Landlord may recover from Tenant:


                                      
  (1)        the worth at the time of award of any
unpaid Rent and any other sums due and payable which have been earned at the
time of such termination; plus


                                      
  (2)        the worth at the time of award of the
amount by which the unpaid Rent and any other sums due and payable which would
have been earned after termination until the time of award exceeds the amount
of such rental loss Tenant proves could have been reasonably avoided; plus


                                      
  (3)        the worth at the time of award of the
amount by which the unpaid Rent and any other sums due and payable for the
balance of the term of this Lease after the time of award exceeds the amount of
such rental loss that Tenant proves could be reasonably avoided; plus


                                      
  (4)        any other amount necessary to compensate
Landlord for all the detriment proximately caused by Tenant's failure to
perform its obligations under this Lease or which in the ordinary course would
be likely to result therefrom, including, without limitation, any costs or expenses
incurred by Landlord (i) in retaking possession of the Premises; (ii) in
maintaining, repairing, preserving, restoring, replacing, cleaning, altering or
rehabilitating the Premises or any portion thereof, including such acts for
reletting to a new tenant or tenant's; (iii) for leasing commissions; or (iv)
for any other costs necessary or appropriate to relet the Premises; plus


                                      
  (5)        such reasonable attorneys' fees incurred
by Landlord as a result of a Default, and costs in the event suit is filed by Landlord
to enforce such remedy; and plus


                                      
  (6)        at Landlord's election, such other
amounts in addition to or in lieu of the foregoing as may be permitted from
time to time by applicable California law.


As
used in subparagraphs (1) and (2) above, the "worth at the time of
award" is computed by allowing interest at an annual rate equal to twelve
percent (12%) per annum or the maximum rate permitted by law, whichever is
less.  As used in subparagraph (3)
above, the "worth at the time of award" is 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 (1%). 
Tenant waives redemption or relief from forfeiture under California Code
of Civil Procedure Sections 1174 and 1179, or under any other present or future
law, in the event Tenant is evicted or Landlord takes possession of the
Premises by reason of any Default of Tenant hereunder.


                           (b)         
Continuation of Lease.  In the event of any Default by Tenant,
then in addition to any other remedies available to Landlord at law or in
equity and under this Lease, Landlord shall have the remedy described in
California Civil Code Section 1951.4 (Landlord may continue this Lease in
effect after Tenant's Default and abandonmentand recover Rent as it
becomes due, provided tenant has the right to sublet or assign, subject only to
reasonable limitations).


                           (c)         Re-entr
y.  In the event of any Default by Tenant, Landlord shall also have
the right, with or without terminating this Lease, in compliance with
applicable law, to re-enter the Premises and remove all persons and property
from the Premises; such property may be removed and stored in a public
warehouse or elsewhere at the cost of and for the account of Tenant.  Landlord shall advise Tenant in writing of
the address of such warehouse.


                           (d)         
Reletting. 
In the event of the abandonment of the Premises by Tenant or in the
event that Landlord shall elect to re-enter or shall take possession of the
Premises pursuant to legal proceeding or pursuant to any notice provided by
applicable law, then if Landlord does not elect to terminate this Lease as
provided in Paragraph a, above, Landlord may from time to time, without
terminating this Lease, relet the Premises or any part thereof for such term or
terms and at such rental or rentals and upon such other terms and conditions as
Landlord in its sole discretion may deem advisable with the right to make
alterations and repairs to the Premises. 
In the event that Landlord shall elect to so relet, then rentals received
by Landlord from such reletting shall be applied in the following order: (1) to
reasonable attorneys' fees incurred by Landlord as a result of a Default and
costs in the event suit is filed by Landlord to enforce such remedies; (2) to
the payment of any indebtedness other than Rent due hereunder from Tenant to
Landlord; (3) to the payment of any costs of such reletting; (4) to the payment
of the costs of any alterations and repairs to the Premises; (5) to the payment
of Rent due and unpaid hereunder; and (6) the residue, if any, shall be held by
Landlord and applied in payment of future Rent and other sums payable by Tenant
hereunder as the same may become due and payable hereunder.  Should that portion of such rentals received
from such reletting during any month, which is applied to the payment of Rent
hereunder, be less than the Rent payable during the month by Tenant hereunder,
then Tenant shall pay such deficiency to Landlord.  Such deficiency shall be calculated and paid monthly.  Tenant shall also pay to Landlord, as soon
as ascertained, any costs and expenses incurred by Landlord in such reletting
or in making such alterations and repairs not covered by the rentals received
from such reletting.


                           (e)         
Termination.  No re-entry or taking of possession of the Premises by LANDLORD
pursuant to this Addendum shall be construed as an election to terminate this
Lease unless a written notice of such intention is given to Tenant or unless
the termination thereof is decreed by a court of competent jurisdiction.  Notwithstanding any reletting without
termination by Landlord because of any Default by Tenant, Landlord may at any
time after such reletting elect to terminate this Lease for any such Default.


             (f)         Cumulative Remedies.  The remedies herein provided are not

exclusive and Landlord shall  have any
and all other remedies provided herein or by law or in equity.






                           (g)       
 No Surrender.  No act or conduct of Landlord, whether consisting of the
acceptance of the keys to the Premises, or otherwise, shall be deemed to be or
constitute an acceptance of the surrender of the Premises by Tenant prior to
the expiration of the Term, and such acceptance by Landlord of surrender by
Tenant shall only flow from and must be evidenced by a written acknowledgment
of acceptance of surrender signed by Landlord. 
The surrender of this Lease by Tenant, voluntarily or otherwise, shall
not work a merger unless Landlord elects in writing that such merger take
place, but shall operate as an assignment to Landlord of any and all existing
subleases, or Landlord may, at its option, elect in writing to treat such
surrender as a merger terminating Tenant's estate under this Lease, and
thereupon Landlord may terminate any or all such subleases by notifying the
sublessee of its election so to do within five (5) days after such surrender.


                           (h)        Notice
Provisions.       Tenant agrees that any notice given by
Landlord pursuant to Paragraph 13.1 of the Lease shall satisfy the requirements
for notice under California Code of Civil Procedure Section 1161, and Landlord
shall not be required to give any additional notice in order to be entitled to
commence an unlawful detainer proceeding.


 


	Tenant
  Initials  


  ______________________	Landlord
  Initials  


  _____________________



 





 


Addendum Two

Early Occupancy Agreement


 


This
Addendum Two (the “Addendum”) is incorporated as a part of that certain Lease
Agreement dated February 8, 2001 (the "Lease"), by and between Abgenix, Inc., a Delaware corporation ("Tenant"),
and AMB Property, L.P., a Delaware limited partnership ("Landlord"),
for the premises located at 34551 Ardenwood
Boulevard, Fremont, California (the "Premises").


Notwithstanding
anything in the Lease to the contrary, if IBM Corporation, a New York
corporation doing business as Mylex (“Mylex”), the tenant currently occupying
the Premises, has vacated the Premises before April 15, 2001, or upon the date
that Mylex vacates the Premises, whichever date is later and provided such date
precedes the Commencement Date, then Tenant shall have the right to enter the
Premises after the Lease has been fully executed and as of or after April 15,
2001, and prior to the Commencement Date set forth in the Lease,
("Occupancy Date").  In this
event, Tenant shall have the right to occupy the Premises free of all Rent from
the Occupancy Date until the Commencement Date ("Early Occupancy
Period").


Tenant's
early occupancy shall be subject to the following conditions:


             1.          Landlord
shall receive from Tenant a certificate of general liability insurance as
specified in Paragraph 8.2 of the Lease, naming Landlord as additional insured.


             2.          All
the terms and conditions of the Lease, except the payment of Base Rent and
Additional Rent, shall be in full force and effect as of the Occupancy Date and
as of Tenant’s possession of the Premises. 
Tenant shall not interfere with or disturb the quiet enjoyment of any
other tenant of the Corporate Center at any time during Tenant’s occupancy of
the Premises or use of the Building or Corporate Center.


             3.          By
entry, Tenant accepts the Premises as being in the condition specified in the
Lease as of the Occupancy Date.


             4.          Tenant
shall be solely responsible for the security of its property and equipment
stored in the Premises during the Early Occupancy Period.  In consideration for Landlord permitting
Tenant to occupy the Premises pursuant to the terms of this Addendum, Tenant
shall indemnify and hold Landlord harmless from and against any and all claims
arising from the use of the Premises or any portion thereof, by Tenant or
Tenant's agents, employees, contractors, invitees, guests, subtenants or
assigns (collectively "Tenant's Representatives") or from any
activity conducted, permitted or suffered by Tenant or Tenant's Representatives
in or about the Premises and shall further indemnify and hold Landlord harmless
from and against any and all claims arising from any breach or default in the
performance of any obligation on Tenant's part to be performed under the terms
of this Addendum, or arising from any act or negligence of Tenant or Tenant's
Representatives, and from and against any and all costs, attorney's fees,
expense and liabilities incurred in connection with such claim or any action or
proceeding brought thereon.  In case any
action or proceeding be brought against Landlord by reason of any such claim,
Tenant, upon written notice from Landlord, shall defend the same at Tenant's
expense by counsel reasonably satisfactory to Landlord; provided, however, that
Tenant shall not be liable for damage or injury occasioned solely by the active
negligence or willful misconduct of Landlord and its designated agents or
employees, unless covered by insurance Tenant is required by this Addendum to
maintain.


             5.          In
no event shall Landlord be liable for any claims, damages, including, but not
limited to, consequential damages or losses of any nature incurred or suffered
by Tenant or Tenant's Representatives, or any other person in or about the
Premises, arising from or in connection with this Addendum or the use of the
Premises (including any claims, damages or losses arising from any act or
neglect of any other tenant of the Premises, Building or Corporate Center, or
other persons including construction workers hired by Landlord), except to the
extent such claims, damages or losses arise solely from the active negligence
or willful misconduct of Landlord (provided, however, in no event shall
Landlord be liable for consequential damages).


Unless
otherwise defined in this Addendum, all terms not defined in this Addendum
shall have the meaning set forth in the Lease.


 


	Tenant
  Initials  


  ______________________	Landlord
  Initials  


  _____________________



 





 


Addendum Three


Options To Extend


This
Addendum Three (the “Addendum”) is incorporated as a part of that certain Lease
Agreement dated February 8, 2001 (the "Lease"), by and between Abgenix, Inc., a Delaware corporation ("Tenant"),
and AMB Property, L.P., a Delaware limited partnership ("Landlord"),
for the premises located at 34551 Ardenwood
Boulevard, Fremont, California (the "Premises").


Options
To Extend. If Tenant has not been
in Default in the performance of any of its obligations under this Lease beyond
any applicable cure periods for the twelve (12) months prior to its attempted
exercise of this Option, Tenant shall have the right to extend the Term of the
Lease for one five (5) year term (the “First Extended Term”).  The First Extended Term shall commence on
May 1, 2011 and expire on April 30, 2016. 
If Tenant has not been in Default beyond any applicable cure period in
the performance of any of its obligations under this Lease, as extended, for
twelve (12) months prior to the expiration of the First Extended Term, Tenant
shall have the right to extend the Term of the Lease for one additional five
(5) year term (the “Second Extended Term”). 
The Second Extended Term shall commence on May 1, 2016 and expire on
April 30, 2021.  Tenant’s right to
extend for the Second Extended Term is contingent on (a) Tenant successfully
exercising its right to extend for the First Extended Term, and (b) Tenant not
having been in Default beyond any applicable cure period in the performance of
any of its obligations under this Lease, as extended, for the twelve (12)
months prior to the expiration of the First Extended Term.  The Lease of the Premises during the
Extended Terms shall be upon the same terms, covenants, and conditions as are
set forth in this Lease, other than rent and the Term of the Leasehold.  If Landlord does not receive from Tenant
written notice of Tenant’s exercise of this option by 270 days prior to the
expiration of the Term (in the case of Tenant’s attempt to exercise its option
to extend for the First Extended Term), or by 270 days prior to the expiration
of the First Extended Term (in the case of Tenant’s attempt to exercise its
option to extend for the Second Extended Term) (the “Option Notice”), then
regardless of whether Tenant holds over or attempts to hold over, all rights
under this option shall automatically terminate.  Time is of the essence herein.


The
initial monthly rent for each Extended Term (the “Initial Extended Term Rent”)
shall be 100% of then prevailing market rent for the highest and best use for
similar office and research and development space (the “Fair Rental Value”) agreed upon solely by and between
landlord and tenant and their agents appointed for this purpose.  Neither Landlord nor Tenant shall have the
right to have a court or any other third party or entity establish the Fair
Rental Value.  If Landlord and Tenant
are unable to agree on the Initial Extended Term Rent in writing within thirty
(30) days of delivery of the Option Notice, Landlord and Tenant being obligated
only to act in good faith, this option shall automatically terminate and the
Lease shall terminate at the end of its Initial Term.


In
no event shall the rent for any period of the Extended Term be less than the
highest rent charged during the last month of the initial Term of the Lease, in
the case of the First Extended Term, or less than the highest rent charged
during the last month of the First Extended Term, in the case of the Second
Extended Term.  Upon determination of
the Initial Extended Term Rent for each of the Extended Terms, if exercised,
pursuant to the terms outlined above, the parties shall within thirty (30) days
execute an amendment to the Lease stating the term for the particular Extended
Term and the Initial Extended Term Rent for that Extended Term.  Tenant shall have no other right to extend
the Term of the Lease unless Landlord and Tenant otherwise agree in writing.


This
option is personal to Tenant and may not be assigned, voluntarily or
involuntarily, separate from or as a part of the Lease.  Any assignment shall not in any way affect
or limit the liability of Tenant pursuant to the Lease.  Notwithstanding the timely giving of the
Option Notice, if Tenant is in Default of any provision of the Lease on the
date of commencement of either of the
Extended Terms, at Landlord’s
option all rights of Tenant under this option shall terminate and be of no
force and effect.


 


	Tenant
  Initials  


  ______________________	Landlord
  Initials  


  _____________________