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April 13, 2010, the date of such inspection shall be the ***“Recapture Date”****.*In the event of such anobjection by Landlord, Tenant will have the right to schedule one or more additional walk-throughswith Landlord for the purpose of establishing compliance with the surrender requirements of thisparagraph. Failure by Landlord to conduct a walk-through within the time prescribed will be deemedacceptance of the Recapture Space by Landlord and satisfaction of Tenant’s obligations under thisparagraph; and, in such an event, the date of notice delivered to Landlord will be the deemedRecapture Date.     **2.2**As of the Recapture Date: (a) the term “Premises” shall exclude the Recapture Space, (b)the Premises shall be deemed to be comprised of 51,200 square feet of Rentable Area and (c)Tenant’s Share of Operating Expenses under the Lease shall be 73.87% (51,200/69,312).     **2.3**Landlord shall be responsible for the demise and separation of the Recapture Space fromthe Premises (the ***“Recapture Work”),***and Tenant shall reimburse Landlord for Landlord’s actualreasonable costs and expenses in connection with the Recapture Work; provided that Tenant shall inno event be obligated to reimburse Landlord for any costs or expenses that exceed the sum of$20,000, in the aggregate, and Tenant shall have no obligation to reimburse Landlord for theRecapture Work unless Landlord either (a) enters into an agreement to lease the Recapture Space toa new tenant during the Term, or (b) notifies Tenant in writing that Landlord will occupy theRecapture Space prior to the expiration of the Term. Tenant acknowledges that Landlord shall haveno obligation to demise the Recapture Space unless it will be occupied by Landlord or a new tenantprior to the expiration of the Term. In the event Landlord does not undertake and complete theRecapture Work prior to the Expiration Date set forth in Section 3 of this Amendment, Tenant shallhave no reimbursement obligation to Landlord.     **2.4**Tenant hereby waives any claim for damages for any injury or inconvenience to orinterference with Tenant’s business, any loss of occupancy or quiet enjoyment of the Premises orany other loss occasioned thereby which results from the Recapture Work or any other activities ofLandlord in the Recapture Space after the Recapture Date; provided, however, Landlord does notdisrupt the conduct of Tenant’s animal research operations in the Premises. Notwithstanding theforegoing, Tenant agrees and acknowledges that so long as Landlord undertakes its work in a mannerthat is reasonable for a multi-tenant building, the construction of a demising wall and door intothe Recapture Space will not be a disruption of the conduct of Tenant’s animal researchoperations. Tenant will have a right to review and comment on any plans for Recapture Work, andLandlord shall use commercially reasonable efforts to accommodate any comments by Tenant relatingto the avoidance of unreasonable interference with Tenant’s occupancy of the Premises.     **2.5**As of the Effective Date, Landlord shall have the right to access the Recapture Space toshow the Recapture Space to prospective tenants and to inspect the Recapture Space inanticipation of the Recapture Work. Landlord shall use reasonable efforts to provide Tenant withtwenty-four (24) hours’ telephonic notice prior to accessing the Recapture Space until such timeas the Recapture Space is separately demised.     **Section 3 Term.**The Expiration Date of the Lease shall be June 30, 2011. Tenant shall haveno further rights to renew or extend the term of the Lease and Section 3(B) of the SecondAmendment to Lease shall be deleted in its entirety.
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     **Section 4 Base Monthly Rent.**The Base Monthly Rent payable by Tenant during theremainder of the Term shall be as follows:           **Base Monthly Rent per**  **Period During Term** **rentable square foot** **Base Monthly Rent**Effective Date – Recapture Date $2.65  $180,629.30 Recapture Date – March 31, 2011 $2.65  $135,680.00 April 1, 2011 – June 30, 2011 $2.73  $139,776.00 Tenant will be entitled to a proportionate adjustment to Base Rent andTenant’s Share of Operating Expenses for any partial month after theRecapture Date.     **Section 5 Condition of the Premises.** Tenant hereby confirms that Tenantcurrently occupies the Premises in its “as-is” condition, and Landlord shall not beobligated to make any alterations, additions, repairs or improvements or to do any workwhatsoever on, to or within the Premises, except as otherwise required by the Lease.     **Section 6 Space Sharing Agreement.**Landlord and Tenant each hereby release,acquit and forever discharge, as of the Recapture Date, the other and the other’sofficers, directors, trustees, agents, representatives, employees, successors,affiliates, and assigns (collectively, ***“Agents”****)*from any and all claims, demands,debts, charges, complaints, liabilities, causes of action, damages, and obligationsof whatever kind or nature, whether known or unknown or suspected or unsuspectedwhich such party or any of its respective Agents may have, claim to have, or whichmay hereafter accrue, whether in their own right or by assignment, transfer or grantfrom any other person or entity, against the other and its Agents, or any of them,arising out of, or relating to or in any way connected with, the Space SharingAgreement between Landlord and Tenant dated as of February 1, 2001, as amended by anAmendment dated as of November 15, 2002 and an Amendment dated as of May 1, 2004(the *“****Space Sharing Agreement****”),*or any services or payments thereunder. Inconnection with such release, Landlord and Tenant each hereby waives any and allrights conferred upon it by the provisions of Section 1542 of the California CivilCode, which reads as follows:A general release does not extend to claims which thecreditor does not know or suspect to exist in his or herfavor at the time of executing the release, which if known byhim or her must have materially affected his settlement withthe debtor.Each of the parties hereby covenants that it will not make, assert or maintain against the otherand its Agents, or any of them, any claim or action arising under the Space Sharing Agreement. Theparties acknowledge and agree that this mutual release of claims once Landlord recaptures theRecapture Space is a material term of this agreement; each agrees to deliver to the other, uponreasonable request and after the Recapture Date, a mutual release of claims arising under theSpace Sharing Agreement substantially similar to the one contained herein, If required for a fullrelease of claims thereunder. This Fourth Amendment effects the settlement of claims that aredenied and contested and nothing contained in this agreement shall constitute, or be construed as,an admission by either party of any liability of any kind to the other party or to any thirdperson. Each party represents to the other that (i) such party has the authority to enter intothis Fourth Amendment and perform its obligations hereunder, including the release of claimsarising under the Space Sharing Agreement, (ii) this Fourth Amendment has been duly authorized byall requisite action with respect to such party, (iii) this Fourth Amendment has
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been duly executed and delivered by such party and constitutes the legal, valid and bindingobligation of such party enforceable in accordance with its terms, and (iv) the execution,delivery and performance of this Fourth Amendment will not, directly or indirectly, conflict withthe terms of or result in any violation or breach of any agreement or other document to which suchparty is a party or by which such party is bound, or result in a violation of any law, rule,regulation, order, judgment or decree to which such party is subject.     **Section 7 Security Deposit.**Upon the Recapture Date, the Security Deposit shall be reduced to$389,039 for the remainder of the Term.     **Section 8 Brokerage Commission.**Neither Landlord nor Tenant was represented by a broker withrespect to this Amendment. Tenant was represented by Cornish & Carey Commercial ***(“Tenant’sBroker”)***with respect to the Third Amendment, and Landlord shall pay Tenant’s Broker a commissionbased on the extension of the Lease from its previous expiration date of March 31, 2010 to theExpiration Date pursuant to the terms of a separate commission agreement. Tenant and Landlordrepresent and warrant that they have had no other dealings with any other real estate broker oragent in connection with this Amendment. Tenant and Landlord shall indemnify, defend and hold theother harmless from and against all liabilities arising from any other claims of brokeragecommissions or finder’s fees based on Tenant’s or Landlord’s, as applicable, dealings or contactswith brokers or agents, other than, as to Tenant, Tenant’s Broker.     **Section 9 Effect of Amendment.**As modified by this Fourth Amendment, all of the terms andconditions of the Lease remain unchanged and in full force and effect. In the event of any expressconflict or inconsistency between the terms of this Fourth Amendment and the terms of the Lease,the terms of this Fourth Amendment shall control and govern.     **Section 10 Counterparts.**This Fourth Amendment may be executed in any number of counterparts,each of which shall be an original, but all of which, when taken together, shall constitute oneand the same instrument.     **Section 11 Amendments.**This Fourth Amendment may not be amended, except by an instrument inwriting executed by a duly authorized officer or director of the respective parties.     **Section 12 Captions.**The section and subsection headings of this Fourth Amendment areinserted for reference only and are not a part of this agreement.     **Section 13 Attorneys’ Fees.**In the event of any dispute arising out of or relating to thisFourth Amendment or the breach hereof, or to interpret upon reasonable controversy any of theterms, covenants or conditions of this Fourth Amendment, the prevailing party shall recover, inaddition to any other damages awarded, its reasonable attorneys’ fees and costs incurred inlitigating, arbitrating or otherwise settling or resolving such dispute.     **Section 14 Governing Law.**This Fourth Amendment shall be governed by, and construed inaccordance with, the laws of the State of California applicable to contracts executed in and tobe performed in California without regard to conflicts of laws principles.
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     IN WITNESS WHEREOF, Landlord and Tenant have executed this Fourth Amendment as of the EffectiveDate.           **LANDLORD:**   **TENANT:**             **THE BOARD OF TRUSTEES OF THE LELAND**   **STEMCELLS, INC.,**  **STANFORD JUNIOR UNIVERSITY**   **a Delaware corporation**             By: /s/ Jean Snider    By: /s/ Ken Stratton   Name: Jean Snider   Name: Ken Stratton  Its: Managing Director   Its: General Counsel  
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