FACILITIES
LEASE


 


between


 


CEDARS-SINAI MEDICAL
CENTER, 


a California nonprofit
corporation


and


 


Capricor Inc.


 


a Delaware corporation


FACILITIES LEASE


 


 






    	 



    	 



    

 


THIS FACILITIES
LEASE ("Lease") is made and entered into as of
January 1st, 2008, by
and between CEDARS-SINAI MEDICAL CENTER, a
California nonprofit public benefit corporation ("Landlord"),
and CAPRICOR INC., a Delaware corporation ("Tenant"),
with reference to the following
facts and circumstances:


 


A.
Landlord is the owner of a building ("Building")
located at 110 George Burns Road, Los Angeles, California.
The land upon which the Building is located is hereinafter
referred to as the "Property."
A site plan depicting the Building, related improvements and the Property (collectively,
the "Project") is
attached hereto as Exhibit A.


 


B.
Landlord desires to lease certain space within the Building to Tenant and Tenant wishes to lease such space within the Building
from Landlord, in accordance with the terms and conditions stated herein.


 


C.
Tenant is leasing certain space within the Building for the purpose of conducting Biomedical Activities.


 


D.
Landlord and Tenant intend that the execution, delivery
and performance of this Lease by each party, and the consummation
of the transactions contemplated hereunder, shall not at any
time threaten Landlord's tax-exempt status under Section 501(c)(3) of the Internal Revenue Code and Section 23701d of the California
Revenue and Taxation
Code, or cause Landlord to be in default under any of Landlord's issued and outstanding tax-exempt bonds.


 


NOW,
THEREFORE, for mutual consideration, the receipt and sufficiency of which are hereby acknowledged,
Landlord and Tenant hereby agree as follows:


 


 


 


 


ARTICLE
I


BASIC
LEASE PROVISIONS


 


Wherever
referred to in this Lease, and subject to modification or revision by particular terms and conditions of this Lease
and Addenda thereto, these certain basic lease provisions
are defined as follows:


 


1.1 Tenant: Capricor Inc.,
a Delaware corporation.


 


1.2 Building: 110 George Burns
Road.


 


1.3 Premises
Area: 828 total rentable square feet, consisting of:





 


1.3.1
Suite/Module 1099 ("Premises"),
consisting of 652 rentable square feet; and


 


 





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l.3.2
Tenant's share of the gross square feet contained in the Common
Services Space and the Common Areas of the Building, which shall be an additional twenty seven percent (27%) of the total rentable
square feet of the "Premises" described in Section 1.3.1 above.


 


1.4 Commencement
Date: January 1, 2008. l.5 Termination Date:
December 31, 2009.


1.6
Permitted Uses: Biomedical Activities, as set forth in Section 6.1 and more particularly described in Exhibit D.


 


l.7
Total Monthly Payment: $4,554.00, beginning on the
Commencement Date and continuing on the first day of each subsequent calendar month. The Total Monthly Payment includes: (i) the
"Basic Monthly Rent" of $2,898.00; and (ii) an "Additional Monthly Rent" of $1,656.00 for Operating Expenses.


 


1.8 Basic Annual
Rent: $34,776.00


 


1.8
Basic Annual Rent Increase: Effective on each and every anniversary of the Commencement Date, pursuant to Section 4.2.


 


l.9 Additional Rent: $19,872.00
annually (or $1,656.00 per month) for


Operating Expenses, pursuant
to Section 4.3.


 


l.10 Security Deposit: $9,108.00
(2 Total Monthly Payments).


 


1.11 Parking Allotment: See
Section 29.22 hereof


 


 





ARTICLE
II 


DESCRIPTION
OF PREMISES


 


Subject
to the terms and conditions stated herein, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord certain premises
consisting of the space ("Premises") designated as Suite 1099. The "Premises Area" for such Premises shall
mean and consist of 828 total rentable square feet, consisting of: (a) the total rentable square feet within the Premises described
in Section 1.3.1 hereof, plus (b) Tenant's share of the space described in, and as determined pursuant to, Section 1.3.2
hereof. A floor plan for the Premises is attached hereto
as Exhibit B. Tenant acknowledges that it has investigated the Premises prior to the execution hereof and agrees
that the rentable square footage of Premises Area for purposes of this Lease is not less than that set forth above and that Tenant
shall be irrevocably bound by the designation of rentable square footage of the Premises Area set forth above. For purposes of
this Agreement, the "Common Services Space" shall mean those portions of the floor on which the Premises is located which
are marked as such on Exhibit B attached hereto.


 


 


 


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ARTICLE
III


TERM; COMMENCEMENT
DATE


 


The term of this Lease ("Original
Lease") shall commence on January 1, 2008 ("Commencement Date")
and ending on December 31, 2009 "Original
Term Expiration Date").
The term of this Lease ("Term") shall be two
(2) years commencing with the Commencement Date, unless
sooner terminated pursuant to the provisions hereof.


 


 ARTICLE IV RENT




 


4.1
Basic Annual Rent. Tenant shall pay to Landlord
during the Term hereof basic annual rent in twelve equal monthly installments, each monthly installment equal to the product of
(a) the total rentable square footage of the Premises Area, multiplied by (b) Three Dollars and Fifty Cents
($3.50) per square foot per month, as adjusted from time
to time pursuant to Section 4.2 hereof. The basic annual
rent as adjusted from time to
time pursuant to Section


4.2
hereof is referred to hereinafter as the "Basic Annual Rent". Concurrently
with the execution of this Lease,
Tenant shall pay to Landlord the first monthly installment of Basic Annual Rent. Thereafter,
each monthly installment of Basic Annual Rent, as adjusted from time to time pursuant to Section 4.2 hereof, shall be due and payable
by Tenant to Landlord on the first day of each
calendar month during the Term of the Lease.


 


4.2 Basic Annual Rent Increase.


 


4.2.1
On each anniversary ("Adjustment
Date") of the Commencement
Date, commencing with
the first anniversary of the Commencement Date, the
Basic Annual Rent shall be increased by multiplying such Basic Annual Rent, by a fraction, the numerator of which shall be the
CPI (as hereinafter defined) for the calendar month
in which the Adjustment Date falls, and the denominator of which shall
be (a) the CPI for the calendar month of the Commencement Date in the case of the first adjustment on the first anniversary of
the Commencement Date, and
(b) in the case of all
other adjustments, the
CPI for the calendar month one year prior to the Adjustment Date for which the rental adjustment is then being calculated.
(Such fraction shall never be less than one.) The sum so calculated or set shall constitute
the new Basic Annual Rent hereunder, but, in no event, shall
such new Basic Annual Rent be
less than the Basic Annual Rent payable for the annual period immediately preceding the Adjustment Date. For purposes hereof, "CPI"
shall mean the United States
Department of Labor Revised Consumer Price Index,
Not Seasonally Adjusted, Los
Angeles-Riverside-Orange County, CA metropolitan area for Medical
Care (Base Period 1982/84
= 100) established monthly
by the Bureau of Labor Statistics.


 


4.2.2
In the event the compilation and/or
publication of the CPI shall be transferred to any other
governmental department or bureau or agency or shall be
discontinued, then the index
most nearly the same
as the CPI shall be used to make such calculations. In the event that Landlord and Tenant cannot agree on such alternative index,
then the matter shall be submitted for decision to the American
Arbitration Association in accordance with the then rules of such association and the decision of the arbitrators
shall be binding upon the parties.


 


 


 


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4.2.3
Tenant shall continue to pay the Basic Annual Rent at the rate previously in effect until the increase, if any,
is determined. Within five (5) days following the date on which an increase is determined,
Tenant shall make such payment to Landlord as will bring the increased rental current, commencing
with the effective date of such increase through the date of any rental installments then due, plus accrued interest at the rate
of ten percent (10%) per annum from the applicable Adjustment Date. Thereafter, the Basic Annual Rent shall be paid at the increased
rate.


 


4.2.4
At such time as the amount of any change in Basic Annual Rent required by this Lease is known or determined, Landlord and Tenant
shall execute a statement setting forth such change, but the enforceability of both this Lease and the increase in Basic Annual
Rent shall not be affected should either party fail or refuse to execute such statement.


 


4.3
Additional Rent


 


4.3.1
Payment. In addition to the Basic Annual Rent, Tenant
shall pay such additional rent and all other amounts or charges as may be required in this Lease. The Basic Annual Rent and said
additional rent and other payments are sometimes collectively referred to herein as the "rent." The rent shall be payable
to Landlord, without demand, deduction or offset of any kind in lawful money of the United States of America at the address for
Landlord set forth in this Lease or to such other person or at such other place as Landlord may from time to time designate in
writing. If Tenant shall pay any rent with a check which is not a cashier's check, the check shall be drawn against an account
maintained in a bank or other financial institution which has a branch office located in Los Angeles, California.


 


4.3.2 Taxes and Capital
Improvements. 


 


(a)  Definitions. For purposes of this
Section 4.3.2 and this Lease:


 





(i) "Operating Expenses"
shall mean the total of all actual costs, expenses, and disbursements for or in connection with the operation, management, maintenance,
protection, remediation, servicing or repair of the Project (or any portion thereof). Operating Expenses shall include: (1) the
cost of providing, managing, operating, maintaining and
repairing air-conditioning, electricity, steam, heating,
mechanical, ventilation,
escalator and elevator systems and all other utilities generally supplied to all Tenants and
the cost of supplies and equipment and maintenance and service contracts in connection therewith; (2) the cost of repairs, general
maintenance, cleaning, trash removal, telephone service, security service and janitorial service,
light bulb and tube replacement and supplies; (3)
the cost of fire, extended coverage, boiler, sprinkler,
apparatus, public liability, property damage, rent, earthquake
and other insurance; (4) wages, salaries and other labor costs including taxes, insurance, retirement, medical and other employee
benefits; (5) fees, charges and other costs, including management fees, consulting
fees, legal fees and accounting fees, of all independent contractors engaged by Landlord or charged by Landlord if Landlord performs
such services in connection with the Project; (6) the fair market rental value of any offices in the Building (or in other buildings
on the Landlord's campus) used for management of the Project; (7) the cost of business licenses and similar taxes; (8) fees imposed
by any federal, state or local government for fire and police


 


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protection, trash removal
or other similar service; (9) any charges which are payable by
Landlord pursuant to any type of service agreement or a
functional equivalent with the City of Los Angeles or for other services supplied to the Project by the City of Los Angeles under
any type 


of
a special assessment district, and not included as Real
Property Taxes; and
(10) any other expenses of any kind whatsoever incurred for managing, operating, protecting,
remediating, maintaining and repairing the Project. Operating
Expenses shall be adjusted to reflect ninety five percent (95%) occupancy
of the Project during any period in which the Project is not fully occupied. Operating Expenses
which are incurred for the benefit of the Project and other properties owned by Landlord shall be reasonably allocated by Landlord
between the Project and such other properties.


 


(ii)
"Real Property Taxes" shall mean all taxes, assessments
(special or otherwise) and charges levied upon or with
respect to the Project (or any portion thereoffi) and ad valorem taxes on personal property owned or used by Landlord
in connection therewith, but excluding taxes on personal
property owned or used by Landlord to the extent that such personal property is used by Landlord
in its capacity as an occupant of the Building. Real Property Taxes shall include, without limitation, any tax, fee or excise
on the act of entering into this Lease, on the occupancy
of Tenant, or the rent hereunder which are now or hereafter levied,
assessed or imposed against Landlord by the United States of America, the State of California
or any political subdivision, public corporation,
district or other political subdivision, or
public entity, and shall also include any other tax, assessment,
fee or excise, however described (whether general or special,
ordinary or extraordinary, foreseen or unforeseen), which
may be levied, assessed or imposed in lieu of, as a substitute,
in whole or
in part, for or as an addition to, any other Real Property Taxes. Landlord shall pay any such special assessments in installments
when allowed by law, in which case Real Property Taxes shall include any interest charged thereon,
or, if Landlord chooses
to pay such Real Property Taxes in a lump sum payment, Landlord
shall allocate such Real Property Taxes (together with a factor for interest thereon at the rate such interest would have accrued
had Landlord elected to pay such special assessments on an installment basis) to Tenant as if Landlord had paid such Real Property
Taxes on an installment basis. Real Property Taxes shall
not include income, franchise, transfer, gift, inheritance, estate
or capital stock taxes, unless, due to a change in the method of taxation, any
of such taxes are levied, assessed or imposed against
Landlord in lieu of, as substitute, in whole or in part, for
any other tax which would otherwise constitute a Real Property Tax, but then only to the extent thereof.
Real Property Taxes shall also include legal
fees, costs
and disbursements incurred in connection with proceedings to contest, determine or reduce Real Property Taxes.



 


(iii)
“Cost Savings Capital Improvements” shall mean any equipment, device
or other improvement incorporated into the Building or other portion of the Project, which capital improvement achieves economies
in Operating Expenses, taking into account all applicable costs, in the operation, maintenance and repair of the Building or such
relevant portion of the Project.


 


 


(iv) “Government
Mandated Capital Improvements” shall mean any equipment, device, or other improvement acquired and installed in the Building
or other portion of the Project, to comply with any government requirement with respect to the Building or other portion of the
Project, including without limitation, fire, health, safety, or construction requirements, if the cost thereof


 


 





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should be capitalized in accordance
with generally accepted accounting principles. Government Mandated
Capital Improvement (s) and Cost Saving Capital Improvement(s) are
sometimes herein referred to as "Capital Improvement(s)."


 


(v)
"Capital Improvement Amortization" shall mean the amount determined by multiplying the actual cost,
including financing costs if any, of each Capital Improvement
acquired, installed or placed in service by Landlord by the constant annual percentage required
to fully amortize such cost over the useful life of the Capital Improvement (as reasonably estimated by Landlord at the time of
acquisition, installation, or placement in service). The
Capital Improvement Amortization shall be allocated and charged to Tenant as an amount per square foot of rentable area consistently
applied.


 


(b)
Adjustments to Rent - Operating Expenses and Real Property Taxes. Operating Expenses shall be charged monthly to Tenant
as additional rent as follows: (i) at an amount ("Premises
Operating Expenses") equal to (A) total rentable square
footage of the Premises Area, multiplied by (B) two dollars
($2.00) ("Base Operating Expense") per square foot per month (described in Exhibit C
hereto), as adjusted from time to time as follows: on each anniversary ("Adjustment Date") of the Commencement
Date, the Base Operating Expense shall be increased by multiplying such Base Operating Expense, by a fraction,
the numerator of which shall be the CPI (as defined in Section 4.2.1 hereof) for the calendar
month in which the Adjustment Date falls, and the denominator of which shall be (a) the CPI for the calendar month of the Commencement
Date in the case of the first adjustment on the first anniversary of the Commencement Date,
and (b) in the case of all other adjustments, the CPI for the calendar month one year prior
to the Adjustment Date for which the rental adjustment is then being calculated (such fraction shall never be less than one); the
adjusted amount so calculated or set shall constitute the new Base Operating Expense hereunder, but, in no event,
shall such new Base Operating Expense be less than the Base Operating Expense payable for the
monthly period immediately preceding the Adjustment Date. In any calendar year, the
sum of the Premises Operating Expenses, Tenant's Pro Rata
Share (as defined below) of all costs and other expenses described in Article XXX for the Project, and Tenant's share of Real Property
Taxes and other property taxes as determined in accordance with Section 4.3.2(d)
hereof and the other provisions of this Lease, shall equal the combined expenses for all twelve months of such calendar year ("Combined
Expenses"). In each calendar year during the Term of this Lease (including the partial year commencing on the Commencement
Date of this Lease), the rent payable by Tenant for such calendar year shall be increased over the Basic Annual Rent, as adjusted
in accordance with Section 4.2, by the amount of the Combined
Expenses for such calendar year. In addition to the foregoing, any costs or expenses for services or utilities in excess
of those required by this Lease to be supplied by Landlord and which are attributable directly to Tenant's use or occupancy of
the Premises shall be paid in full by Tenant as additional rent when such costs are incurred,
or, if Landlord makes such payments, within fifteen (15) days after being billed therefor by
Landlord. As used in this Lease, the terms "square feet," "square foot"
and "square footage"
shall be based on rentable square feet as determined using the Building Owners and Managers Association's Standard Method For Measuring
Floor Area In Office Buildings (ANSI/BOMA 265.1-1996) ("BOMA
Standards"), unless otherwise specifically provided herein. For purposes hereof, "Tenant's
Pro Rata Share" shall mean a fraction, the numerator
of which is the rentable square feet of the Premises Area and the denominator of which is the rentable square feet of space within
the Building.


 


 


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(c)
Adjustments to Rent for Capital
Improvements. In any Lease Year,
or portion thereof, during the Term of
this Lease which
is included in the useful life of a Capital Improvement,
the rent payable
by Tenant
for such year,
or portion thereof,
shall be increased
over the Basic Annual
Rent, as adjusted in accordance
with Section 4.2 and Section


4.3
..2(b), by the amount
of the Capital Improvement Amortization per square foot
of rentable area of
the Building, multiplied
by the Premises
Area.


 


(d)
Additional Taxes and/or Improvements.
Notwithstanding anything
contained in
this Lease
to the contrary,
any Real Property Taxes,
other property taxes,
and/or
Government Mandated
Capital Improvements
which are attributable
to Tenant's use or occupancy of the
Premises shall be paid in full by Tenant as additional
rent. The parties hereto acknowledge that the
portion of the Building
occupied or used
by Landlord
has been determined
to be tax exempt
and that the portion of the Building occupied by Tenant
and other tenants or occupants
may be found to be subject to
Real Property Taxes and
other property taxes because Tenant and
other tenants and
occupants do not constitute
tax-exempt organizations
under Section


503(c)
of the Internal
Revenue Code, as amended,
or because the premises area
used by such


tenants
and occupants are found not to be used for tax exempt purposes
or for other reasons. Consequently,
the parties hereto
agree that Real Property
Taxes assessed
against the
Project (or any portion
thereof)
or Building (or any
portion thereof)
shall be attributed entirely
to the premises area occupied or used by such taxable organizations
and by organizations
using their premises
area for purposes which
are not tax exempt.
Landlord shall
have the right
to allocate such Real Property Taxes
among Tenant and the other tenants and
occupants in a reasonably equitable manner. For these purposes,
allocating such Real Property Taxes
in the following manner shall be deemed
reasonably equitable:
multiply the Real Property
Taxes by a fraction,
the numerator of
which is the Premises Area of the
Tenant, and the
denominator of which is the rentable
square feet of premises
area used or occupied
by tenants and other occupants for purposes
which are not tax exempt
or which are not
tax exempt for any other
reason.


 


(e)
Landlord's
Statement. Prior
to the commencement of each calendar year
(including the
partial year
commencing on the Commencement Date of this Lease),
or as soon thereafter
as possible, Landlord shall furnish to Tenant
a statement ("Landlord's
Statement") of
Landlord's estimate
of the Real
Property Taxes and Capital Improvement
Amortization
expected to be incurred during the calendar
year, based
on the amount of such Real Property Taxes and Capital
Improvement Amortization in the prior calendar year
(if any), adjusted for known
changes which have
or will occur in the Project, the rates charged by suppliers,
or other circumstances
affecting the amount
of such Real
Property Taxes
or Capital Improvement
Amortization
during the calendar year in question,
and showing the amount, if any, payable by Tenant as additional
rent for such calendar year, or portion thereof,
pursuant to Sections
4.3.2(b), 4.3.2(c),
4.3.2(d) and any
other applicable provisions
of this Lease, on
the basis of such estimate.
Commencing as of January
1st of each calendar
year, Tenant
shall pay to Landlord
one-twelfth (1/12) of
the amount of the additional
rent estimated for Real Property Taxes
and Capital Improvement
Amortization, along
with the
monthly charge for Premises Operating
Expenses,
on each monthly rent
payment date until further
adjustment pursuant
to this Section 4.3.2. If the Term of the Lease with
respect to any space commences
or terminates at any time
other than the
first day of the calendar
year, then
during such
partial calendar year,
Tenant shall pay
to Landlord, on each
of the monthly
payment dates
during said partial calendar
year, the amount of said
estimated additional rent
with respect
to such space,
attributable solely


 


 


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to such
partial calendar year divided by the number of months in said
partial calendar year. If Landlord's Statement is furnished after January 1st
of a calendar year,
Tenant shall pay the entire portion of the estimated additional rent attributable to portions
of the calendar year prior to Tenant's receipt of Landlord's
Statement on the later of fifteen (15) days, or the first monthly rent payment date, after Tenant's receipt of
Landlord's Statement.
Landlord shall have the right, in Landlord's discretion, to
revise Landlord's estimates during the calendar year to reflect the then current Real Property Taxes and Capital Improvement
Amortization, and Landlord shall issue a revised Landlord's Statement. Tenant's
monthly rent payments shall be further adjusted in accordance with the revised Landlord's Statement commencing on the first monthly
rent payment date following Tenant's receipt from Landlord
of the revised Landlord's Statement. With reasonable promptness after the expiration of each calendar year,
but in any event within one hundred twenty (120) days after the expiration of such calendar
year, Landlord shall furnish to Tenant a year-end statement
showing: (i) the actual Real Property Taxes and Capital Improvement Amortization during the previous calendar year,
which such amounts in
each such category and the proper allocation thereof to
the Project shall be certified by Landlord and the allocation thereof to Tenant shall be certified by Landlord to be proper and
in accordance with this Lease; (ii) the difference, if any, between Landlord's Statement and the actual amounts; and (iii) the
aggregate amount of any charge or credit to Tenant necessary to adjust rent previously paid by Tenant to the actual Real Property
Taxes and Capital Improvement Amortization.
Promptly after the receipt of said statement by Tenant,
Tenant shall, in case
of any underpayment, pay Landlord in accordance with Section 4.3.1, or
in case of an overpayment, Tenant shall receive a credit
against rents subsequently payable to Landlord.


 :


4.3.3 Charges for Use of Specialized
Research Cores. In addition to


Basic
Annual Rent, Tenant shall be charged for any use by Tenant of Specialized Research Cores (as defined in Section 9.2 hereof) or
any services rendered from such Specialized Research Cores (or both) at rates established by Landlord, in its sole discretion,
from time to 'time. Tenant
understands that the rates charged for such use or services (or both) are subject to change from time to time. Services rendered
by or through Landlord from the Specialized Research Cores are more specifically described in Section 28.6 hereof.


 


4.4
Definitions. As used in this Lease,
the following terms shall have the following meanings:


 


4.4.1
Lease Years: Calendar Years. "Lease Years" shall mean the consecutive twelve (12) month periods commencing with
the Commencement Date or, if the Commencement Date falls
other than on the first day of a calendar month, then commencing
the first day of the first calendar month following the Commencement Date. The
fraction of the month (if any) following the Commencement
Date and prior to the commencement of the first Lease Year shall be deemed to be part of the first Lease Year. If 
Landlord employs fiscal years not constituting calendar years, the
term "calendar years" shall be deemed, at Landlord's
election, to mean the consecutive twelve (12) month periods comprising Landlord s fiscal years.


 


4.4.2
Lease Rate. "Lease Rate" shall mean an
annual interest rate which is the lesser of: (a) the maximum rate permitted by law, if applicable; or (b)
the irate of interest from time to time announced by
Union Bank at its corporate headquarters in Los Angeles,
California, as its
prime rate of interest, plus two (2) percentage points,
or, should Union Bank








 


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cease
or fail to announce a prime
rate, then the rate
announced from time to
time by Bank
of America
NT & SA
at its corporate headquarters
in San Francisco,
California,
as its reference
rate, plus two
(2) percentage
points. Should
both Union Bank and Bank
of America
NT & SA cease
or fail to announce
such rates, the
rate shall be
agreed upon by the
parties or, if they
cannot agree,
the rate shall
be determined by arbitration
pursuant to the American
Arbitration Association
in accordance with
the then rules of such
association and the decision
of the arbitrator
shall be binding upon the parties.


 


4.5 Miscellaneous
Rent Provisions.


 


4.5.1
Prorations.
If the Term
of this Lease
commences, or the date of
expiration of this
Lease occurs,
other than on the first day or last
day of a calendar month, the Basic
Annual Rent for
such month shall be
prorated on the basis
of a thirty
(30) day
month.


 


4.5.2
Place and Manner of Payment.
Basic Annual Rent
shall be payable in advance
in twelve (12) equal
monthly installments,
with the first such monthly
payment of Basic Annual
Rent due on the Commencement Date (prorated if such date
occurs on other
than the first day of
the month), and
all other monthly payments
to be due on the first day
of each calendar month during the Term hereof. All
such payments are to be forwarded
by Tenant
to the office of the Building,
or to such other person or
at such other
place as directed from
time to time by written
notice from Landlord,
in lawful money of
the United States of America,
without demand, deduction,
offset or
abatement,
except as
may otherwise be
specifically provided in this Lease.


 


4.5.3
Conditional
Payment. No payment
by Tenant or receipt
by Landlord
of a lesser
amount than the total of all
sums due hereunder shall be deemed other than on account
of the earliest
stipulated rent, nor shall
any endorsement
or statement on any
check, or any letter
accompanying
any check or payment as
rent, be deemed an accord or
satisfaction,
and Landlord may accept
such cash
and/or negotiate such
check or payment
without prejudice to Landlord's
right to recover the balance of such rent,
or Landlord may pursue any of
its other remedies
provided in this Lease
or otherwise,
regardless
of whether Landlord makes
any notation on
such instrument of payment
or otherwise notifies Tenant that such acceptance,
cashing or negotiation is without
prejudice to Landlord's
rights.


 


4.6
Security Deposit. Concurrently with the execution
and delivery
of this Lease, Tenant has deposited
with Landlord Five Thousand three
hundred Dollars ($5,300.00)
as security for the full and faithful performance
of every provision
of this Lease to be performed by Tenant.
If Tenant defaults
with respect
to any provision
of this
Lease, including, but
not limited to, the provisions
relating to the payment of rent set forth in this Lease,
Landlord may use,
apply or
retain all or
any part of
the Security
Deposit for the payment
of such rent, fees
or any other sum in
default, or
for the payment of any other
amount which
Landlord may reasonably
spend or become
obligated to spend
by reason of Tenant's default,
or to compensate Landlord
for any other loss or damage which Landlord may reasonably
suffer by reason of Tenant's
breach of the terms of
this Lease, or
to pay Landlord
for any
amount due under any indemnification
provision contained in this
Lease. If any
portion of
the Security Deposit
is so used
or applied, Tenant
shall within five
(5) days
of receipt of notice
thereof from Landlord,
deposit cash with Landlord
in an amount sufficient
to restore the Securit/
Deposit to
its original
amount and Tenant's
failure to do


 


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so shall
be a material breach of this Lease. Landlord shall not be required to keep the Security Deposit separate from its general funds,
and Tenant shall not be entitled to interest on such deposit.


 


 


 


ARTICLE
V


TAXES
ON TENANT'S PROPERTY


 


With
respect to all of Tenant's trade fixtures, equipment and
personal property (collectively, "Tenant's Property") located within the Premises: (i) Tenant shall pay prior to delinquency
all taxes assessed against or levied thereon; and (ii)
when reasonably possible, Tenant shall cause such property to be assessed and billed separately
from the property of Landlord; but if Tenant's Property shall be assessed
and taxed with the property of Landlord, Tenant shall pay to Landlord its share of such taxes within ten (10) days
after receipt by Tenant of a statement in writing setting forth the amount of such taxes applicable to Tenant's Property,
which statement shall
include the basis on which such share of taxes was allocated
to Tenant. Tenant shall have the right to contest, in good faith and by appropriate and timely legal proceedings,
the legality, assessed
valuation or amount of any tax or assessment which Tenant is required
to pay pursuant to the Lease. Landlord shall reasonably cooperate with the Tenant in the prosecution of such contest,
provided that all expenses incurred by Landlord for or in connection with such cooperation
(including, without limitation, all attorney's fees, appeals board, court and other costs) are paid solely by Tenant. If Landlord
is required to pay the taxing authority any tax or assessment
which Tenant desires to contest, Tenant shall,
pending resolution of the contest by the taxing authority and as a condition of
its right to contest the tax assessment, pay the tax or assessment
under protest, but otherwise as provided in the Lease.


 


 





ARTICLE
VI


USE
OF PREMISES


 


6.1 Limitation
of Use. Tenant shall use and occupy the Premises
only for activities ("Company Activities") arising from, or relating to, reasonable corporate activities, including
office, administrative, fundraising
activities, and research and development, including
biomedical or biochemical processes and methods, including research, development
and production of biomedical reagents, agents,
devices, cell lines, and other chemical, biomedical, or biochemical products or devices ("Permitted Uses"), as
more particularly described in Exhibit D attached hereto. Tenant shall not use or occupy the Premises or
permit the same to be used or occupied for patient care activities, to conduct clinical trials or for any other purposes
without the prior written approval of Landlord, which
approval shall be in Landlord's sole and absolute discretion. Tenant shall control access to the Premises,
and to any Specialized Research Core used by Tenant, by issuing identification badges and access cards to each of Tenant's
employees, who shall be required to carry such identification badges and access cards at all times that they are present in
the Premises or any other part of the Building. Tenant shall not do or permit anything to be done which will in any way
obstruct or interfere with the rights of other tenants or occupants of the Building or injure or annoy them, nor use or allow
the Premises to be used for any improper, immoral, or
unlawful or reasonably objectionable purpose, nor shall Tenant cause or maintain or permit
any nuisance in, or about the Premises,
nor shall Tenant cause or permit any hazardous or
toxic waste, substance
or material to be brought to the Premises or
used, handled, stored
or disposed
of in or about the Premises, except as otherwise
permitted by law and typically used
in the conduct of the Biomedical Activities
which are conducted from the Premises in
accordance with this Lease
and then only in accordance
with the provisions of
any rules and regulations
established by Landlord from time to time concerning
such use. Tenant shall provide
the Director of Radiation Safety of
Landlord (or such
other person as Landlord shall direct from time to
time) with a list of all Hazardous Materials
(as defined
in Article XXX hereof) which it is using or which
it intends or expects to use in the Premises, an explanation
of the purpose for each listed item, and the
means and methods for each listed item's disposal in
compliance with
all applicable laws.
Tenant shall
promptly revise and supply Landlord with a new
list of Hazardous Materials whenever
the existing list on file is no longer complete and
accurate in all respects. Tenant shall
not conduct business or other activity in, on or
about the Premises of such a nature
as to place an
unreasonable and excessive burden upon the public and Common
Areas of the
Project. Tenant shall not commit
or suffer the commission of any waste in, on or about
the Premises. In connection with
all of the foregoing, Tenant, at
its sole cost and expense and subject
to compliance with all applicable provisions of this
Lease, shall install and maintain: (i)
such improvements and
equipment as shall
be reasonably necessary
to prevent
the use or operation
of equipment located in the Premises or the
conduct of Tenant's practice in
the Premises
from affecting others in the Building or
their equipment; and
(ii) such additional floor load
support as shall be reasonably necessary to accommodate
equipment to be located in the Premises. Nothing
contained in this Lease shall
limit Landlord's right to use, or to
lease other portions of, the
Project for
any purpose or use that Landlord
deems appropriate, and nothing contained
herein shall be deemed to grant to Tenant any right
to prevent Landlord, or to require Landlord
to preclude others in the
Project, from using space anywhere in
the Project for
the same or similar uses or
purposes for which Tenant uses the Premises.


 


6.2
Compliance with Governmental and Insurance
Regulations. Tenant
shall not use or occupy the
Premises in violation
of the Certificate
of Occupancy of the
Building or the Premises
or of any law, ordinance
or regulation
or other directive of any governmental
authority having or exercising
jurisdiction over the
Building or Project, whether now in effect or becoming
effective
subsequent to the
date hereof (collectively, "Applicable
Laws").
Tenant may, in good faith,
contest the validity
or application of any law, statute, ordinance, governmental
rule or regulation,
provided Landlord
is not thereby subject
to any liability
and provided Landlord shall
not anticipate suffering
adverse consequences or monetary
or other damage as a result of such contest
or as a result
of the outcome of such
contest. Upon
five (5) days'
written notice from
Landlord, Tenant shall discontinue
any use of the Premises
which is declared by any governmental
authority
having or exercising
jurisdiction to be a violation
of the Certificate
of Occupancy of the
Building or the Premises or any Applicable Laws.
Tenant shall not do or permit
to be done anything which will invalidate
or cause termination of
or increase the cost of
any fire and extended
coverage or other insurance
policy covering
the Building, the Project or
the Property. Within five
(5) days of its receipt of written notice,
Tenant shall reimburse
Landlord for any
additional
premium charges for
such policy or
policies caused by
reason of Tenant's
failure to comply with
the provisions of this Section. Tenant
shall keep the Premises,
and every
part thereof, in a
clean, sanitary
and wholesome
condition,
free from any objectionable
noises, odors or nuisances,
public or private,
and Tenant shall
comply, at
its own expense, with
all health and
policy regulations.
Tenant shall comply
with all laws, rules,
orders, ordinances,
directions, regulations
and requirements of
federal, state,
county and municipal
authorities pertaining to Tenant's use of the Premises, and
with any direction of any public officer or officers, pursuant to law, which shall impose any duty upon Landlord or Tenant with
respect to the use or occupation of the Premises.


 


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6.3
Assumption of Risk of Noncompliance. Tenant hereby warrants that, as of the
execution of this Lease, it has investigated
whether its proposed use of the Premises and its proposed
manner of operation will comply with all Applicable Laws, and
Tenant assumes the risk that its proposed use of the Premises and its proposed manner of operation are and will continue to be
in compliance with all Applicable Laws, including, without
limitation, all zoning laws regulating the use and enjoyment of the Premises. Tenant agrees that under no circumstances will Tenant
be released, in whole or in part,
from any of its obligations
under this Lease as a result of any governmental authority
disallowing or limiting Tenant's proposed use of the Premises or its manner of operation. Additionally,
subject to Article VII below, Tenant shall install, at
its own expense, any
improvements, changes or alterations in the Premises authorized
in writing by Landlord which are required by any governmental authority as a result of Tenant's
specific use of the Premises or its manner of operation thereunder. If Landlord performs such alterations because of Tenant's failure
to perform the same, Tenant shall promptly reimburse Landlord for the actual costs of such alterations.


 


6.4
Safetv Training Program. Prior to participating in any of the Biomedical Activities permitted under this Lease, each of
Tenant's employees shall be required to participate in an orientation and safety training program established by Landlord, which
program shall address environmental safety issues, including, but not limited to, the proper handling of radioactive, chemical
and other Hazardous Materials.


 


6.5
. Use of Common Services Space. Tenant shall have
the right to use the Common Services Space in connection with and ancillary to its use of the Premises, in common with
other tenants and occupants of the Building, subject to
such rules and regulations as Landlord may impose from time to time. The Common Services Space as of the date of this Lease is
graphically depicted on Exhibit B hereto.


 


6.6
Animal Research. If Tenant uses animals for or in connection with research on or about the Premises or the Building, such
animals must be acquired or obtained solely through Landlord. Tenant acknowledges that a breach of this Section 6.6 could result
in irreparable harm to Landlord and will cause Landlord to incur substantial damages. Therefore,
notwithstanding anything contained in this Lease to the contrary,
any breach of this Section 6.6 shall be deemed to be an incurable breach which shall automatically
entitle the Landlord,
in addition to all other remedies to which Landlord is or may be entitled under this Lease, or at law, or in equity,
to terminate this
Lease.


 


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ARTICLE
VII


CONSTRUCTION
AND MAINTENANCE OF PREMISES AFTER INITIAL CONSTRUCTION


 


7.1
Maintenance of Premises.
Following the Commencement Date and except as
otherwise provided in Section 7.4 below, Tenant shall,
at its own cost and expense, keep and maintain, in good, sanitary,
and tenantable condition
and repair, the Premises
and every part thereof,
including, without
limitation, the floor covering, all interior walls,
ceilings, doors, decorations
(e.g.,
carpeting,
painting, wall covering
and refinishing),
fixtures
and equipment therein.
Landlord may make
any reasonable repairs
which are not made by Tenant with
reasonable diligence
after notice from Landlord
and charge Tenant for the actual cost
thereof. Tenant
shall take precautions
to prevent, shall prevent,
and shall promptly eradicate
from the Premises or any other
portion of the Building or
Project any infestations which arise from Tenant's
use of the Premises, including, without limitation,
rodents and insects.


 


7.2 Tenant
Construction.


 


7.2.1
Landlord's
Consent.
Tenant shall not make any alterations,
additions, modifications
or improvements (collectively,
"Alterations")
to the Premises, the
Building or any part
thereof without Landlord's
advance written consent,
nor, in any event, Alterations
which interfere with or disrupt other
tenants or occupants in
the Building or with Landlord's work, if
any, then being carried
out therein. Landlord shall not unreasonably withhold
its consent to any alterations, additions
or improvements to the Premises
or any part thereof which do not involve
structural changes to the Building, do not
affect the external appearance
of the Building, and
do not affect or involve
modifications to Building
systems such as HV AC,
electrical systems,
floor load capacities, plumbing
and other utility
systems. Landlord will
grant its approval
or disapproval
of any proposed
alteration, addition
or improvements within
thirty (30) business
days after receipt
from Tenant of the
necessary plans and specifications
and other information reasonably
necessary to make a decision
with respect thereto
or reasonably relevant
to such Landlord's decision, and failure by
Landlord to disapprove
such proposed alteration,
addition or improvement within such thirty (30) business days shall be deemed approval thereof.
To the extent permitted or consented to hereunder,
any construction undertaken by Tenant in
or to the Premises or the Building shall comply
with all the terms and provisions
of Sections 7.2.2
and 7.2.3 below.


 


7.2.2
Licensed
Contractors.
Tenant shall utilize
only bondable licensed contractors
for any proposed
Alterations. Tenant
shall prepare,
obtain and
promptly provide Landlord
with copies of bid
solicitations and
bids received for all such work.


 


7.2.3
Construction Requirements.
Subject to the other provisions hereof, any Alterations
installed by Tenant, its contractor
or agents at any time subsequent to the Commencement
Date, and including, without limitation,
any construction performed by Tenant, shall
be done only in compliance with the following:


 


 



(a) No such   work shall proceed without Landlord's prior written approval of: (i) Tenant's contractor and Tenant' architect or space planner;


 


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(ii) certificates
of insurance;
(iii) detailed plans and specifications for such work;
(iv) performance and
labor and materials
payment bonds; and (v)
all governmental permits.


 


(b)
Any work
not acceptable to any governmental
authority or agency having or exercising jurisdiction over
such work, or not satisfactory to Landlord, shall be promptly
replaced at Tenant's expense. Notwithstanding
any failure by Landlord to object to any such work, Landlord
shall have no responsibility therefor.


 








(c) All work by Tenant
or its contractors shall be scheduled through Landlord.


 


(d)
Tenant shall promptly reimburse Landlord for any extra expense incurred by Landlord
by reason of faulty work done by Tenant or its contractors,
or by reason of inadequate
cleanup.


 


(e)
Tenant or any contractor of Tenant shall not use non-union
labor if such use would result in any unreasonable or
unusual interference with or disturbance of the operations of Landlord or Landlord's
labor relationships. Neither Tenant nor any contractor of Tenant shall use non-union labor if such use would constitute a violation
of any applicable master or other labor agreement which
is or becomes binding or applicable to Landlord now or
in the future. Tenant shall assume the risk of any strikes
or labor disturbances arising out of the use of non-union labor, and
any delays arising out
of such strikes or
disturbances shall not excuse or postpone the time for any performance or obligation of Tenant
under this Lease or related agreements, notwithstanding the applicability of any force majeure clause or other provision contained
in this Lease
or related agreements.


 


(f)
If required for Building safety in Landlord's discretionary judgment,
all x-ray, laser,
other medical equipment, data
processing, photocopying, copying, and other special electrical
equipment shall have a separate duplex outlet and shall be installed only under
the supervision of Landlord or its electrical contractor.
Tenant shall pay any additional costs on account of any
increased support to the floor load necessary therefor
or for any other equipment or improvements which Landlord
reasonably deems necessary for the proper and safe installation of any such equipment.


 


(g)
Before the commencement of any construction by Tenant in, on or around the Premises or the Building,
Tenant or its contractors shall give advance written notice thereof
to Landlord or its
agent sufficient for Landlord's preparation,
posting and recordation of an appropriate
notice of non-responsibility as provided in California
Civil Code


§ 3094
or any related, successor or similar provision of law. Within ten (10) days after


completion
of any work in, to or about the Premises or the Building,
Tenant or its contractor shall file for record in the Office
of the Los Angeles County Recorder a notice of completion as permitted by law.


 


(h)
Tenant acknowledges that Landlord's approval of
Tenant's plans and specifications for any work to be
performed in or to the Premises (including, without
limitation, any mechanical, electrical, architectural or structural Alterations) shall not constitute a representation or warranty by Landlord
as to the adequacy of such plans and specifications respecting
Tenant's intended use of the Premises (including, without limitation, electrical
energy conservation) or as to the compliance of such
plans and specifications (or
the work performed pursuant thereto) with the
laws, regulations
and ordinances of any governmental authority or agency having or
exercising jurisdiction over such work. Landlord expressly disclaims any liability or responsibility for such plans and
specifications and the work performed pursuant thereto and Tenant expressly agrees
that Landlord shall not be responsible therefor, and Tenant shall indemnify and hold Landlord harmless from any damage
or injuries (including, without limitation,
reasonable attorneys' fees) resulting from errors or
omissions in such plans and
specifications.


 


 


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(i) Upon completion of such work,
Tenant shall deliver to Landlord a set of as-built
drawings and all CADD work (on disks}.
relating to the work.


 


7.3
Condition of Premises. Tenant acknowledges that
neither Landlord nor any agent of Landlord has made any representation
or warranty with respect to the Building or the Premises
or with respect to the suitability of either for the conduct
of Tenant's business.
The taking of possession of the Premises by Tenant shall conclusively establish that the Premises and the Building were at such
time in good and sanitary order, condition and repair.


 


7.4
Landlord Repairs and Maintenance After Commencement Date. Subject to the provisions of Section 7.1 above and performance
of Tenant's obligations under this Lease, including, without
limitation, those set forth in
Section 4.3 hereof, following the Commencement Date, Landlord
shall: (i) keep in good order, condition and repair the foundations, exterior walls, downspouts, gutters and roof of the Building
and the plumbing and sewage system outside the Building; (ii) make
structural repairs to the Premises necessitated by defective, faulty,
or negligent design or construction; (iii) repair and maintain the mechanical systems necessary
to provide those utilities and Building services to the Premises
which Landlord has specifically agreed to provide pursuant to Article XXVIII below, and
maintain the light fixtures and unexposed electrical,
plumbing and sewage systems
in the Premises and the heating, ventilating and air conditioning
systems in the Premises. Notwithstanding the foregoing,
Landlord shall not be obligated to repair any damage to the Building or the Premises caused
by any act or negligence of Tenant or its employees, agents, invitees, permittees, licensees or contractors. Landlord shall not
be obligated to make any such repairs until after the expiration of fifteen (15) days'
written notice from Tenant to Landlord, stating the need for such repairs or maintenance.
Landlord shall not be called upon or required at any time to make any repairs,
maintenance, improvements, alterations, changes, additions, repairs or replacements of any
nature whatsoever in or to the Premises or the Building except as specifically provided in this Lease. To the maximum
extent permitted by law, Tenant hereby waives the provisions
of any statute or law permitting a tenant to make repairs at the expense
of a landlord or to terminate a lease by reason of the condition of the Premises, including the provisions of California Civil
Code Sections 1941 and 1942 and any similar, successor or related provision of law.


 


 


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ARTICLE VIII MECHANICS'
LIENS


 


Tenant agrees to pay promptly
for all costs and charges for all labor done or materials furnished for any work of repair, maintenance, improvement, alteration
or addition, including, without limitation, installation of fixtures, done or caused to be done by Tenant in connection with the
Premises, and Tenant hereby indemnifies and agrees to hold Landlord and the Premises free, clear and harmless from and against
all liens and claims of liens, and all other liabilities, claims
and demands (including, without limitation, reasonable attorneys' fees),
that arise by reason of such work. If any such lien shall at any time be filed against the Premises, or any portion of the Building,
Tenant shall either cause the same to be discharged of record within twenty (20) days after the date upon which the same is filed
or, if Tenant in its discretion and in good faith determines that such lien should be contested, Tenant shall record, in the office
of the county recorder in which such claim of lien was recorded, a bond executed by a corporation authorized to issue surety bonds
in the State of California, in a penal sum equal to one and one half (1 1/2) times the amount of the claim or one and one-half
(1 1/2) times the amount allocated to the Premises (and/or to other portions of the Building, Project, or Property) to prevent
any foreclosure proceedings against the Premises (and/or
other portions of the Building, Project, or Property) during the pendency of such contest. Such bond shall be conditioned for the
payment of any sum which the claimant may recover on the claim together with the claimant's costs of suit in the action, if the
claimant recovers therein. Nothing contained herein shall imply any consent or agreement on the part of Landlord to subject Landlord's
interest in the real property of which the Premises are a part to liability under any mechanics' or other lien law. Should Tenant
receive notice that a claim of lien has been or is about to be filed against the Premises, the Building, Property or Project or
that any action affecting the title to such property has commenced or is about to commence, Tenant shall immediately transmit such
notice and information to Landlord.


 


 





 


ARTICLE
IX


COMMON
AREAS AND SPECIALIZED RESEARCH CORES


 


9.1 Common
Areas. The term "Common Areas" as used in this Lease shall mean all areas and facilities around the
Premises and within the exterior boundaries of the Property which are provided and designated from time to time by Landlord
for the general use and convenience of Tenant and other tenants or occupants of the Building and their respective employees,
invitees or other visitors. Common Areas include, without limitation, the Common Services Space, the lobby area, walkways,
parking facilities, landscaped areas, sidewalks, service quarters, hallways, restrooms (if not part of the Premises),
stairways, elevators, walls, fire stairs, telephone and electric closets, truck docks, plazas, service areas, lobbies,
darkroom, pantry, small conference room, glass wash
room, equipment corridor, walk-in cold room, and all other common and service areas of the Property and Building or any other
area of the Project intended for such use, other than Specialized Research Cores (defined in Section 9.2 hereof). Floors
wholly occupied by Tenant shall not have any facilities which would be used in common with other tenants, except for fire
stairs, shafts and similar installations. Tenant, its employees and invitees shall have the nonexclusive right to use the
Common Areas along with others entitled to use the same, subject to
Landlord's rights and duties as hereinafter set
forth. Without advance notice to Tenant or consent of Tenant and without any liability to Tenant in any respect, Landlord
shall have the right to:


 


 


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(a)
establish and enforce reasonable rules and regulations concerning the maintenance, management,
use and operation of the Common Areas;


 


(b)
close off any of the Common Areas to whatever extent required
in the reasonable opinion of Landlord and its counsel to prevent a dedication of any of the Common Areas or the accrual of any
rights by any person or the public to the Common Areas;


 


(c)
temporarily close any of the Common Areas for maintenance, alteration
or improvement
purposes;


 


(d)
select, appoint and/or contract with any person for the
purpose of operating and maintaining the Common Areas;
and


 


(e)
change the size, use, shape or nature of any of the Common
Areas. Landlord shall use its reasonable efforts to minimize interference with Tenant's


use
of and access to the Premises when exercising Landlord's
rights with respect to the Common


Areas
set f011hin this Article IX.


 


9.2
Specialized Research Cores. The term "Specialized
Research Cores" as used in this Lease shall mean all areas and facilities around the Premises and within the exterior boundaries
of the Property which are provided and designated from
time to time by Landlord for special use by Tenant and other tenants or occupants of the Building and their respective employees.
Specialized Research Cores include, without limitation, animal housing facilities, animal surgical core, confocal microscopy facility,
sequencing core, and cell sorter core.


 


 


ARTICLE
X 


LANDLORD'S
RIGHT OF ACCESS


 


Landlord
reserves for itself and its agents the right to enter
the Premises (after advance notice except in emergencies
and except to perform janitorial services) for purposes reasonably related to Landlord's operation of the Building,
including, without limitation: (i) examining
or inspecting the same; (ii) providing janitorial and any other service to be provided by Landlord to Tenant hereunder; (iii)
showing the same to prospective tenants, purchasers
or lenders (or to others who may have a financial interest
in the Building) in a reasonable manner; (iv) emergency
entry; (v) making such changes or repairs to the Premises
or to any other portion of the Building as Landlord may deem necessary or desirable;
and (vi) showing the Premises to prospective tenants, during the last one hundred eighty (180) day period before the expiration
of the term or before an earlier
termination of this Lease;
all without being deemed to constitute or cause
any eviction of Tenant and without abatement of rent.
Tenant hereby waives any claim for damages for any injury
or inconvenience to or interference with Tenant's business,
any loss of occupancy or quiet enjoyment of the Premises,
and any other loss occasioned thereby. For each of the aforesaid purposes, Landlord
shall at all times have and retain a key with which to unlock all of the doors in, upon and about the Premises, excluding Tenant's
vaults and safes, and Landlord shall have the right to use any and all means which Landlord may reasonably
deem proper to open said doors in an emergency in order to obtain entry to the Premises, and
any entry to the Premises obtained by Landlord by any of said
means shall not under any circumstances be construed or deemed to be a forcible or unlawful
entry into or a detainer of the Premises,
or an eviction of Tenant from the Premises or any portion thereof. Whenever Landlord exercises
its right of entry pursuant to this Article X, Landlord
shall use its reasonable efforts to maintain the confidentiality of Tenant's biomedical research records, as required by law.
No provision of this Lease shall be construed as obligating Landlord to perform any repairs,
alterations or decorations, except as otherwise expressly provided herein. Landlord shall
have the right to run utility or other services and facilities through the Premises, whether to service the Premises or other
portions of the Building. If, during the last month of the Term hereof, Tenant shall have removed substantially all of its property
therefrom, Landlord may immediately enter and alter, renovate and redecorate the Premises without eliminating or abating any rent
hereunder or incurring any liability to Tenant. Tenant's property remaining within the Premises at the time of such entry by Landlord
may be warehoused by Landlord at Tenant's sole cost,
expense and risk.


 


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ARTICLE
XI


PROPERTY
DAMAGE AND PERSONAL INJURY CLAIMS


 


11.1
Indemnification. Tenant shall indemnify and hold harmless Landlord against and from any and all claims of damage or injury
arising from Tenant's use of the Premises or the conduct
of its business or from any activity, work or thing done, permitted or suffered
by Tenant in or about the Premises or the Building, and
shall further indemnify and hold harmless Landlord against and from any and all claims arising from any breach or default in the
performance of any obligation of Tenant hereunder, or arising from any act or omission of Tenant, or any of its agents,
employees, invitees
or licensees, and against and from all costs,
attorneys' fees, consultants' fees, expenses
and liabilities incurred in connection with or as a result of any such
claim or any action or proceeding brought thereon (including, without limitation, any and all judgments,
fines and costs of appeal and costs of settlement),
and in case any action or proceeding is brought against Landlord by reason of any such claim,
Landlord may require Tenant, upon notice from Landlord, to defend the same at Tenant's expense with counsel selected by Landlord.


 


11.2 Assumption
of Liability and Waiver of Claims. Tenant, as a material part of the consideration to Landlord for this Lease, hereby
assumes all risk of damage to property or injury to persons in, upon or about the Project from any cause
whatsoever, and Tenant hereby waives all claims in respect
thereof against Landlord and acknowledges that this assumption and waiver by Tenant
has been reflected as a reduction of the rent which
Landlord would otherwise charge. Landlord shall not be liable for interference with light, air
or other similar benefits, nor shall Landlord be liable for any latent or patent defect in the Project. Tenant shall give
prompt notice to Landlord in case of fire or accidents in the Premises or in the Building or defects therein or in the
fixtures or equipment thereof, but Landlord's receipt of such notice shall not impose upon Landlord any duty,
liability or obligation which it has not assumed or which it has disclaimed in this Lease. Landlord shall not be liable for
any damage to property entrusted to employees of the Building, nor for the loss of, or damage to, any property by theft or
otherwise, nor for any injury or damage to persons, property or Tenant's business (or loss of income) resulting from
construction, repair or alteration of premises adjoining the Premises, the Premises or any other portion of the Building, or
from the pipes, appliances or plumbing works therein, or from the roof, street or subsurface, or from any other place, or
resulting from dampness or any other cause whatsoever, nor shall Landlord be liable for any damage caused by acts or
omissions of other tenants, occupants or visitors of the Project.


 


 


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 ARTICLE XII INSURANCE




 


12.1
Tenant's Insurance Obligations. From and after the date of delivery of the Premises from Landlord to Tenant, Tenant shall
carry and maintain, at its own expense, the following types, amounts and forms of insurance:


 


12.1.1
Liability Insurance. Tenant shall carry and maintain a policy of comprehensive general liability insurance with a combined
single limit of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate
in the name of Tenant (with Landlord and, if requested by Landlord, any mortgagee, trust deed holder, ground lessor or secured
party with an interest in this Lease, the Building or the Project named as additional insured(s)). Such policy shall specifically
include, without limitation, personal injury, broad form property damage and contractual liability coverage, the last of which
shall cover the insuring provisions of this Lease and the performance by Tenant of the indemnity agreements in Article XI above.
The amount of such insurance required hereunder shall be subject to adjustment from time to time as reasonably requested by Landlord.


 


12.1.2
Property Insurance. Tenant shall carry and maintain a policy or policies of property insurance in the name of Tenant (with
Landlord and, if requested by Landlord, any mortgagee, trust deed holder, ground lessor or secured party with an interest in this
Lease, the Building or the Project named as additional insured(s)) covering any tenant improvements in the Premises and Alterations
and any property of Tenant at the Premises and providing protection against all perils included within the classification of fire,
extended coverage, vandalism, malicious mischief, special extended peril (all risk) and sprinkler leakage, in an amount equal to
at least one hundred percent (100%) of the replacement cost thereof from time to time (including, without limitation, cost of debris
removal).


 


12.1.3
Workers' Compensation Insurance. Tenant shall carry and maintain a policy of workers' compensation insurance in compliance
with all applicable laws.


 


12.1.4
Other Insurance. Tenant shall carry and maintain such other policies of insurance (including, without limitation, business
interruption insurance) in connection with the Premises as Landlord may from time to time require.


 


12.1.5
Policy Provisions. All of the policies required to be obtained by Tenant pursuant to the provisions of this Section 12.1
shall be issued by companies, and shall be, in form and content,
reasonably acceptable to Landlord. Without limiting the generality of the foregoing, any deductible amounts under said policies
shall be subject to Landlord's approval. Each policy shall
designate Landlord as an additional named insured and shall provide full coverage in the amounts set forth herein. Although named
as an insured, Landlord shall be entitled to recover under said policies for any loss occasioned to Landlord, its servants, agents
and employees, by reason of the negligence of Tenant. Tenant
shall, prior to delivery of the Premises by Landlord to
Tenant, provide Landlord with copies of and certificates for all insurance policies. All insurance policies shall provide that
they may not be altered or canceled until after thirty (30) days written notice to Landlord (by any means described in Article
XXII below). Tenant shall, at least thirty (30) days prior to the expiration of any of such policies, furnish Landlord with a renewal
or binder therefor. Tenant may carry insurance under a so-called "blanket" policy, provided that such policy provides
that the amount of insurance required hereunder shall not be prejudiced by other losses covered thereby.
All insurance policies carried by Tenant shall be primary with respect to,
and non-contributory with, any other insurance available to Landlord and shall contain cross-liability
coverage. If Tenant fails to carry any insurance policy
required hereunder or to furnish copies thereof and certificates therefor pursuant hereto, Landlord may obtain such insurance,
and Tenant shall reimburse Landlord for the costs thereof with the next monthly rent payments due hereunder.


 


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12.2
Landlord's Insurance Obligations. During the Term of this Lease, Landlord
shall keep and maintain fire and extended coverage insurance with vandalism and malicious mischief endorsement for the Building
and public liability insurance or an equivalent funded program of self-insurance in such reasonable amounts with such reasonable
deductibles as would be carried by a prudent owner of a similar building in Southern California. Landlord may obtain insurance
for the Building and the rents from the Building against
such other perils as Landlord may reasonably consider appropriate. Tenant
acknowledges that it will not be a named insured in such policies and that it has no right to receive any proceeds from any such
insurance policies carried by Landlord. Landlord shall not be required to carry insurance covering the property described in Section
12.1.2 above.


 


12.3
Waivers of Subrogation. Each of the parties hereto waives any and all rights of recovery against the other or against any
other tenant or occupant of the Building, or against the officers, employees,
agents, representatives,
patients or visitors of such other party or of such other tenant or occupant of the Building, for loss of or damage to such waiving
party or its property or the property of others under its control and arising from any cause insured against under any insurance
required to be carried by such waiving party pursuant to this Lease or arising from any cause insured against under any standard
form of first insurance policy with all permissible extension endorsements covering additional perils carried by such waiving party
or under any other policy of insurance carried by such waiving party in lieu thereof, to the extent such loss or damage is insured
against by such policy.


 


12.4
Increases. Tenant shall pay any increases in insurance premiums relating to property in the Project other than the Premises
to the extent that any such increase is specified by the
insurance carrier as being caused by Tenant's acts or omissions or use or occupancy of the Premises.





 


 


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ARTICLE XIII


DAMAGE OR DESTRUCTION
OF BUILDING OR PREMISES


 


13.1
Repair Termination. If the Premises or the Building is damaged by an insured casualty occurring more than six (6) months
prior to the expiration of the Term hereof, Landlord shall forthwith repair the same, or cause the same to be repaired,
to the extent that insurance proceeds are made available to Landlord therefor and provided
that such repairs can, in Landlord's opinion, be made within ninety (90) days from the date of such damage (without payment of
overtime or other premiums) under the laws and regulations of the federal, state and local governmental authorities having jurisdiction
thereof. If Landlord is not so required to repair such damage, Landlord shall have the option within sixty (60) days from the date
of such damage either to: (i) notify Tenant of Landlord's election to repair such damage, in which event Landlord shall thereafter
use its reasonable efforts to repair the same; or (ii) notify Tenant of Landlord's election to immediately terminate this Lease,
in which event this Lease shall be so terminated. Notwithstanding any contrary provision herein: (a) Landlord shall not be required
to repair any damage to the property of Tenant or to repair or replace any paneling, decorations, railings,
floor coverings, alterations, additions, fixtures, equipment or improvements installed in the
Premises by or at the expense of Tenant; and (b) any damage caused by the negligent, reckless or intentional act or omission of
Tenant or any of its agents, contractors, employees or invitees shall be promptly repaired by Tenant, at its sole cost and expense,
to the reasonable satisfaction of Landlord.


 


13.2 Abatement
of Rent. If Landlord repairs damage to the Premises pursuant to the provisions of Section 13.1
above, Basic Annual Rent payable hereunder shall be abated, until
such repairs are completed, in the proportion that the square footage of the portion, if any, of the Premises rendered
unusable by Tenant bears to the Premises Area; provided, however, that there shall be no such abatement: (i) except to the
extent Landlord receives proceeds covering the amount of such abatement under any rental value insurance policy maintained by
Landlord; (ii) to the extent that any business interruption insurance policy required pursuant to Section 12.1.4 above
insures payment of Basic Annual Rent; (iii) unless a material portion of the Premises is rendered unusable for more than
fifteen (15) consecutive business days; or (iv) if
the damage so repaired is caused by the negligent, reckless or intentional act or omission of Tenant or any of its agents,
contractors, employees or invitees. Except for abatement of Basic Annual Rent, if any, Tenant shall have no claim against
Landlord for any damage suffered by reason of: (1) any damage to the Premises; (2) such repairs; or (3) any inconvenience,
interruption or annoyance caused by such damage or repairs.


 


13.3
Waiver. In respect of any partial or total damage or destruction which Landlord is obligated or agrees to restore under
any of the provisions of this Lease, Tenant hereby waives the provisions of Sections 1932 and 1933 of the California Civil Code
and any related, similar or successor provision of law, to the extent applicable hereto, if at all.


 


 


 


 


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ARTICLE
XIV EMINENT DOMAIN


 


If the
whole of the Premises or so much thereof as to render the balance
unusable by Tenant shall be taken by right of eminent domain or by condemnation, or shall be conveyed in lieu of any such taking,
then this Lease, at the option of either Landlord or Tenant exercised by either party giving written notice to the other of such
termination within thirty (30) days after such taking or conveyance, shall
forthwith cease and terminate and the rent and all other
sums payable hereunder shall be duly apportioned as of
the date of such taking or conveyance. Tenant thereupon
shall surrender to Landlord the Premises
and all interest therein under this Lease,
and Landlord may reenter and
take possession of the Premises and remove Tenant therefrom. If any portion of the Premises or any portion of the Building
which shall not render the Premises untenantable shall be taken or conveyed as described above, then this Lease,
at the option of Landlord exercised by Landlord giving
written notice to Tenant of such termination within thirty (30) days after such taking or conveyance, shall forthwith cease and
terminate and the rent and all other sums payable hereunder
shall be duly apportioned as of the date of such taking or conveyance.
Tenant thereupon shall surrender to Landlord the Premises and all interest therein under this Lease,
and Landlord may reenter and take possession of the Premises and remove Tenant therefrom. No
award for any partial or entire taking shall be apportioned and Tenant hereby releases any claim to and assigns to Landlord any
award which may be made in such taking or condemnation, together
with any and all rights of Tenant now or hereafter arising
in or to the same or any part thereof, including, but not
limited to, any award for the "bonus value" of Tenant's interest under this Lease. In the event of a partial taking,
or a sale, transfer or conveyance in lieu thereof, which
does not result in a termination of this Lease pursuant to the foregoing, the rent shall be apportioned according to the ratio
that the part of the Premises remaining usable by Tenant bears to the total area of the Premises. To the extent it is inconsistent
with the above, each party waives
the provisions of Section 1265.130 of the California Code
of Civil Procedure allowing either party to petition the
superior court to terminate this Lease in the
event of a partial taking of the Premises.


 





ARTICLE
XV


ASSIGNING
- MORTGAGING - SUBLETTING - CHANGE IN OWNERSHIP


 


15.1 No
Unauthorized Transfer. Tenant shall not voluntarily, by
operation of law or otherwise, assign, sublet,
enter into a license or concession agreement for, hypothecate, encumber,
pledge or otherwise transfer this Lease or Tenant's interest in the Premises (or any portion thereof) or permit any third
party or parties other than Tenant, its authorized
agents, employees, invitees and visitors, to occupy
the Premises or any portion thereof without Landlord's advance written
consent in each instance, which consent may be withheld in the sole and absolute discretion of Landlord. Tenant acknowledges
and agrees that Landlord is entering into this Lease because Landlord has permitted Tenant to be present in the Building on
the basis of both tangible and intangible factors, many of which are not susceptible of rational articulation or
prioritization, and that the Premises represents
scarce space in the Building which is owned and primarily occupied by Landlord.
Any attempted assignment, subletting or other transfer without Landlord's advance written consent shall constitute a
default hereunder and, at Landlord's election, shall be void so as not to confer any rights upon any third person.


 


 


 


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15.2 Procedures
for Requesting Authorization. If Tenant desires at any time to assign or otherwise transfer this Lease or to sublet the
Premises or any portion thereof, it must first notify Landlord of its desire to do so and shall submit in writing
to Landlord: (i) the name of the proposed subtenant or
assignee; (ii) the nature of the proposed subtenant's or assignee's business to be carried on in the Premises; (iii) the
terms and provisions of the proposed sublease or assignment; and (iv) such financial, professional and other background
information as Landlord may request concerning the proposed subtenant or assignee.


 


15.3
Landlord's Option. At any time within thirty (30) days after Landlord's receipt of the information specified in Section
15.2 above, Landlord may by written notice to Tenant elect, in the exercise of its sole and absolute discretion, to: (i) consent
to the subletting or assignment upon the terms and to the subtenant or assignee proposed; (ii) refuse to give consent; or (iii)
sublease the Premises or the portion so proposed to be subleased by Tenant or take an assignment of Tenant's leasehold estate
hereunder or such part thereof as shall be specified in said notice upon the same terms (excluding terms relating to the use of
Tenant's name or the continuation of Tenant's business) as those offered to the proposed subtenant or assignee, as the case may
be. Tenant agrees that Landlord may consent to a proposed subletting or assignment subject to such conditions as Landlord deems
appropriate in the exercise of its sole and absolute discretion, including, but
not limited to, the conditions specified in Sections 15.4.1,
15.4.2 and 15.4.3 below. Tenant further agrees that no assignment or subletting consented to by Landlord shall impair
or diminish any covenant, condition or obligation imposed upon Tenant by this Lease or any right, remedy or benefit afforded Landlord
by this Lease. If Landlord consents to such assignment or subletting, Tenant may, within ninety (90) days after the date of Landlord's
consent, enter into a valid assignment or sublease of the Premises or portion thereof upon the terms and conditions described
in the information required to be furnished by Tenant to Landlord pursuant to Section 15.2 above, or upon other terms not
more favorable to Tenant; provided, however, that any material change in such terms shall be subject to Landlord's consent as provided
in this Article XV. Failure
of Landlord to exercise any option set forth in clauses (i) through (iii) above within such thirty (30) day period shall
be deemed refusal of Landlord to consent to the proposed subletting or assignment.


 


15.4 Conditions to Consent.


 


15.4.1
Standards of Reasonableness. Landlord may withhold its consent to any assignment or subletting, encumbrance, hypothecation,
pledge or other transfer in the exercise of Landlord's sole and absolute discretion. Landlord hereby advises Tenant in advance
and Tenant hereby agrees that Landlord will withhold such consent for any of the following reasons, among others, if the proposed
assignee, sublessee or transferee: (i) is not satisfactory to Landlord as to credit or character or business or professional reputation;
(ii) intends to occupy the Premises for purposes other than specified in this Lease or for purposes which are inconsistent with
Landlord's commitments to other tenants in the Building or in other buildings or facilities owned and operated by Landlord, or
for purposes which are unlawful or reasonably undesirable; (iii) is unable to fulfill the terms of this Lease; (iv) is not satisfactory
to Landlord as to the quality of services provided or research to be conducted; or (v) will be occupying the Premises
to supply services
which are duplicative
of services already
available
to patients or the professional staff
of Cedars-Sinai Medical
Center or
to occupants in
the Building.


 


 


 


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15.4.2
Further Transfers. In
no event shall Landlord's
consent to any assignment, transfer or
subletting relieve Tenant from
the obligations to obtain Landlord's express written consent
to any
further assignment, transfer,
subletting or sub-subletting
or release Tenant from any liability
or obligation hereunder
(whether or not then accrued) and Tenant shall continue to be fully,
jointly
and severally liable
hereunder notwithstanding
Landlord's consent
to such
assignment,
transfer or subletting.


 


15.4.3 Rent
or Other Premiums.
As a further condition to Landlord's consent to
any subletting, assignment
or other transfer referred to in Sections 15.3
and 15A.l or any other part of Article
XV, Landlord shall be entitled to receive any rent
or other premium otherwise payable to Tenant in consideration of the sublease,
assignment or other transfer (i.e., if the sublease, assignment or other
transfer provides that
the sublessee, assignee or
other transferee thereunder is to pay any amount
in excess of the rent
and other charges due under this Lease,
whether such premium be in the form of an
increased monthly or annual
rent, a lump sum payment
in consideration of
the sublease, assignment
or transfer or consideration
of the sublease, assignment
or transfer or
consideration of any other form,
such premium
over and
above the rent and
the other sums due hereunder
shall, at Landlord's election,
inure only to Landlord's benefit), and
any such sublease, assignment
or transfer and Landlord's consent shall
be effected on forms supplied or approved
by Landlord and its attorneys. In
addition, the Basic Annual Rent, after the
transfer, shall not be less than the Basic
Annual Rent, as adjusted pursuant
to Section 4.2, immediately before the transfer, plus
the total compensation paid for the annual period immediately
preceding the transfer, pursuant
to Section 4.3.2 hereof.


 


15.4.4
Processing
Costs
and Fees.
Tenant agrees to reimburse
Landlord for Landlord's
reasonable
costs and attorneys'
fees incurred in connection
with
the processing and documentation of any such requested
assignment,
subletting, transfer,
change of ownership, hypothecation,
pledge or encumbrance
of this Lease or
Tenant's interest in and to the Premises.


 


15.4.5
No Waiver. No subletting, assignment or other transfer,
even with the consent of Landlord, shall
relieve Tenant of its obligation to pay the
rent and to perform all of the
other obligations to
be performed by Tenant hereunder.
Landlord's consent to anyone transfer shall
apply only to
the specific
transaction
thereby authorized
and such consent shall not be construed
as a waiver
of the duty
of Tenant or any
transferee to obtain
Landlord's
consent to any
other
or subsequent
transfer
or as modifying or
limiting Landlord's
rights hereunder in
any way. Landlord's
acceptance
of rent directly for any
subtenant, assignee
or any other transferee
shall not be construed
as Landlord's approval
or consent thereto nor Landlord's
agreement to accept
the attornment of any
subtenant in the event of any termination of
this Lease. In no event
shall Landlord's enforcement
of any provision of this Lease against any transferee
be deemed a waiver of Landlord's
right to enforce any
term of this Lease
against Tenant or any other person.


 


15.4.6
Nature of Tenant. If Tenant
is a corporation which,
under the then current guidelines
published
by the Commissioner
of Corporations
of the State of
California, is
not deemed a
public corporation,
or is an unincorporated
association or
partnership or company,
the following shall
be deemed an assignment
within the meaning of
this Article XV: the transfer, assignment,
hypothecation, or other disposition, whether in one transaction or a series of transactions, of any stock or interest in such
corporation, association or partnership,
which results in a transfer,
assignment,
hypothecation,
change, addition,
or other disposition of fifty-one
percent (51 %)
or more of any
class of stock in Tenant or in a
transfer, assignment,
hypothecation, or other disposition of a
fifty-one percent
(51%) interest
or more in Tenant (including,
without limitation,
an interest in profits,
net profits or cash flow).
Tenant shall notify
Landlord of any transfer of an ownership interest in Tenant to any person not later
than thirty (30) days prior to such transfer together
with a summary of the material
terms of such transaction, whether
or not consent
of Landlord is required pursuant to this
Article XV.


 


 


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ARTICLE
XVI SUBORDINATION; ATTORNMENT


 


16.1
Subordination. With respect to all ground leases,
mortgages, deeds of trust or other recorded evidences of financing obligations ("Superior Interests") now or hereafter
covering the Premises and/or
all or any other
portion of the Project, Building or the Property,
and with respect to the ground lessors, mortgagees or beneficiaries
thereunder ("Superior Interest Holders"),
Tenant agrees as follows:


 


(a)
Unless otherwise requested by any Superior Interest Holder
in writing, this Lease
is and shall remain subordinate to all Superior Interests
existing as of the date of this Lease,
and to all renewals, modifications,
consolidations, replacements,
extensions and amendments thereof.


 


(b)
If requested by any future Superior
Interest Holder in writing, this
Lease shall automatically
become subordinate to any such future Superior Interest and all extensions or amendments thereof.


 


The
above-referenced subordinations
shall be automatic and self-executing,
but additionally Tenant agrees,
within ten (10) days after receipt of written request therefor
from Landlord
or any Superior Interest
Holder, to execute,
acknowledge and deliver any and all documents or instruments
requested to confirm and assure
such subordination under the above-referenced
terms.


 


16.2
Attornment.
Tenant shall attorn to any
person, firm or
corporation purchasing
or otherwise acquiring the Premises, Building or Project
at any sale or other proceeding,
or pursuant to the exercise
of any rights, powers or remedies
under any Superior Interests,
as if such person,
finn or corporation
had been named as Landlord
herein. Tenant shall confirm such attornment
in writing if so requested.


 


16.3
Attornev-in-Fact.
If Tenant fails to execute any document required from Tenant
under this Article within ten (l0) days after written
request therefor, Tenant hereby constitutes and appoints
Landlord as its special attorney-in-fact
to execute and deliver any such document or
documents in the name of Tenant.
Such power, being
coupled with an interest,
is irrevocable.


 





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16.4 Non-Disturbance.
With respect to any ground leases, mortgages, deeds
of trust, or other liens entered into by Landlord and any
such mortgagee or deed of trust beneficiary,
and in consideration of Tenant's
agreement to be bound by the provisions of this
Article XVI, Landlord shall use its reasonable
efforts to cause, upon the request of Tenant, any and all future Superior Interest Holders to enter into and
deliver to Tenant non-disturbance and attornment
agreements which are customarily entered into by such Superior Interest Holders in consideration of the subordination of
pre-existing tenant leases such as this
Lease.


 











ARTICLE
XVII DEFAULT


 


17.1 Default
by Tenant. The occurrence of any of the following shall constitute a breach of and default under this Lease by Tenant:


 


(a)
Failure by Tenant to pay
any amount, including
without limitation, monthly installments of Basic Annual Rent and any additional rent, when
and as the same becomes payable in accordance with the provisions of this Lease, and
the continuation of such failure for a period of ten (10)
business days after written notice thereof from Landlord
to Tenant.


 


(b)
Failure by Tenant in the due, prompt and complete performance and observance of any express or implied covenant,
agreement or obligation of Tenant contained in this Lease, other than the breaches described
of Sections 17.1(a), (g), and (h) hereof, and the continuation
of such failure for a period of fifteen (15) days after written notice thereof from Landlord to Tenant specifying
the nature of such failure;
provided, however,
that if any such failure involves
a hazardous condition or involves interference with, or
an adverse effect upon, Landlord's operations in
the Building or those of any other tenant or occupant of the Building, Landlord
shall have the right, in addition to its other rights under
this Lease, to cure such condition or to obtain injunctive relief against Tenant if the condition is not cured within said fifteen
(15) day period or such shorter period of time as may be
required by applicable laws or as may be required by Landlord.


 


(c)
Tenant's vacating or abandoning of the Premises, as such
abandonment is established pursuant to Section 1951.3 of the California Civil Code, as
such code section is amended or replaced from time to time.


 


(d)
Any financial statement or any representation given to
Landlord by Tenant, or any assignee, sublessee or successor
of Tenant or any guarantor of
this Lease, proves to be materially false.


 


(e)
The insolvency of Tenant; the making by Tenant of
any assignment for the benefit of creditors; the
filing by or
against Tenant of a petition to have Tenant adjudged bankrupt or of a petition for reorganization
or arrangement under any law relating to bankruptcy,
insolvency or creditors' rights in general
(unless in the case of a petition filed against
Tenant, the same is dismissed within sixty (60)
days); the appointment
of a trustee or receiver to take possession of all or a substantial part of Tenant's assets or of Tenant's interest under
this Lease, where such seizure is not discharged within thirty (30) days. The occurrence of any of the acts or events
referred to in this subparagraph with respect to any guarantor of this Lease, if
any, shall also constitute a default hereunder.


 


 


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(f)
The attachment, execution or other judicial seizure of
a substantial portion of Tenant's assets located at the Premises or of Tenant's interest in this Lease, where such seizure is not
discharged within thirty (30) days.


 








(g) The
breach of the provisions of Section 6.6 concerning animal research.


 


(h)
The breach of any obligation of Tenant under this Agreement
with respect to the use, disposal, handling, or storage of Hazardous Materials.


 


The
notices referred to in clauses (a) and (b) above shall be in lieu of, and
not in addition to, any notice required under Section 1161 et seq. of the
California Code of Civil Procedure.





 


 


ARTICLE
XVIII REMEDIES


 


18.1
Termination of Lease and Removal of Tenant. In the event of Tenant's breach of or default under this Lease as provided in
Article XVII hereof, Landlord,
at Landlord's option,
and without limiting Landlord in the exercise of any other right or remedy Landlord may have
on account of such default, and without any further demand
or notice, may terminate this Lease and/or,
to the extent permitted
by law, remove all persons and property
from the Premises, which
property shall be stored by Landlord at a warehouse or elsewhere at the risk,
expense and for the account of Tenant.


 


18.2 Damages. If
Landlord elects to terminate this Lease as provided III Section
18.1 above, Landlord shall be entitled to recover
from Tenant the aggregate of:


 


(a)
The worth at the time of award of the unpaid rent and charges equivalent to rent earned as of the date of
the termination hereof;


 


(b)
The worth at the time of award of the amount by which the unpaid rent and charges equivalent
to rent which would have been earned after the date of termination hereof until the time of award exceeds the amount of such rental
loss that Tenant proves could have been reasonably avoided;


 


(c)
The worth at the time of award
of the amount by which the unpaid rent and charges equivalent to rent for the balance of the Term hereof after the time of award
exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided;


 


 


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(d)
Any other amount necessary to compensate Landlord for the detriment
proximately caused by Tenant's
failure to perform its obligations
under this Lease or which, in the ordinary
course of things,
would be likely to
result therefrom; and


 


(e)
Any other amount which Landlord may hereafter
be permitted to recover
from Tenant to compensate
Landlord for the detriment caused by Tenant's default.
For the
purposes of this Section, the "time
of award"
shall mean the date upon which the judgment in
any action brought
by Landlord against Tenant by reason of such default is
entered or such earlier date as
the court may determine;
the "worth at
the time of award" of the amounts referred to in Sections
18.2(a) and 18.2(b)
shall be computed by allowing
interest at the lesser of the Lease Rate plus three (3)
percentage points or the maximum
rate permitted by law; and the "worth at
the time of award" of the amount referred to in Section
18.2(c) shall be 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 (l%)
per annum. Tenant agrees that such charges shall be recoverable
by Landlord under California Code
of Civil
Procedure Section
1174(b) or any similar,
successor or related
provision of law. Further, Tenant hereby waives the provisions
of California Code
of Civil Procedure Section 1174(c)
and California Civil
Code Section 1951.7 or any other similar, successor
or related provision
of law providing for Tenant's
right to satisfy any judgment
in order to prevent a forfeiture of this Lease
or requiring Landlord to deliver written notice to Tenant
of any reletting
of the Premises. No acts or efforts
of Landlord to mitigate damages caused by Tenant's
breach or default shall be construed or operate to waive
or reduce any damages or other sums
recoverable by Landlord hereunder (provided,
however, that Landlord
shall under no circumstances
be obligated to so mitigate any such damages).


 


18.3
No Effect on Indemnification.
Nothing in this Article shall be deemed to affect Landlord's
right to indemnification
for liability or liabilities
arising prior to the termination
of this Lease under the indemnification clause or clauses
contained in this Lease.


 


18.4
No Acceptance of Surrender. Notwithstanding
anything to the contrary
set forth herein, Landlord's
reentry to perform
acts of maintenance or preservation of,
or in connection with
efforts to relet, the
Premises or any portion thereof,
or the appointment
of a receiver upon Landlord's initiative
to protect Landlord's interest
under this Lease, shall not terminate
Tenant's right to possession of the Premises
or any portion thereof and,
until Landlord does elect to terminate
this Lease, this Lease shall continue in full force and
Landlord may pursue
all its
remedies hereunder,
including, without
limitation, the
right to recover from
Tenant as they become
due hereunder all rent and other charges required
to be paid by Tenant under the terms of this Lease.


 


18.5
Action for Rent.
In the event of any default by Tenant as set forth above,
then in addition to any other
remedies available
to Landlord at law
or in equity
or under this
Lease, Landlord shall
have the right to bring an action
or actions from time to time against Tenant,
in any court of competent
jurisdiction, for all
rent and other sums due or becoming due under this Lease,
including all damages and costs proximately
caused thereby, notwithstanding Tenant's abandonment
or vacation of the
Premises or other acts of Tenant,
as permitted by Section
1951.4 of the California Civil Code
or any successor, related
or similar provision
of law. Such remedy
may be exercised by
Landlord without prejudice
to its right to thereafter terminate this
Lease in accordance
with the other
provisions contained
in this
Article.


 


 


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18.6
Definition of Rent. The terms "rent" and "rental", as used in this Article and in any and all other
provisions of this Lease, shall mean Basic Annual Rent and any
and all other amounts payable by Tenant pursuant to the provisions of this Lease.


 


18.7
Reletting. In the event of Tenant's abandonment
of the Premises or if Landlord shall elect to reenter or shall take possession of the Premises pursuant to any legal proceeding
or pursuant to any notice provided by law, and until Landlord elects to terminate this Lease, Landlord may, from time to time,
without terminating this Lease, recover all rent as it
becomes due under Section 18.5 above and/or relet the Premises
or any part thereof for the account of and on behalf of Tenant, on any terms, for any term (whether or not longer than the Term
of this Lease) and at any rent as Landlord in its reasonable discretion may deem advisable, and Landlord may make any alterations
and repairs to the Premises in connection therewith. Tenant hereby irrevocably constitutes and appoints Landlord as its special
attorney-in-fact, irrevocable and coupled with an interest, for purposes of reletting the Premises pursuant to the immediately
preceding sentence. In the event that Landlord shall elect to so relet the Premises on behalf of Tenant, then rent received by
Landlord from such reletting shall be applied:


 


(a)
First, to reimburse Landlord for the costs and expenses
of such reletting (including, without limitation, costs and expenses of retaking or repossessing the Premises, removing persons
and property therefrom, securing new tenants, and, if Landlord shall maintain and operate the Premises,
the costs thereof) and necessary or reasonable alterations.


 


(b)
Second, to the payment of any indebtedness of Tenant to Landlord other than Basic Annual Rent and other sums due and unpaid hereunder.


 


(c)
Third, to the payment of rent, Basic Annual Rent and other sums due and unpaid hereunder, and the residue, if any,
shall be held by Landlord and applied in payment of other or future obligations of Tenant to
Landlord as the same may become due and payable.


 


Should
the rent received from such reletting, when applied in the manner and order indicated above, at any time be less than the total
amount owing from Tenant pursuant to this Lease, then Tenant shall pay such deficiency to Landlord, and if Tenant does not pay
such deficiency within five (5) days of its receipt of written notice, Landlord may bring an action against Tenant for recovery
of such deficiency or may pursue its other remedies hereunder or under California Civil Code Section 1951.8,
California Code of Civil Procedure Section 1161 et seq., or any similar, successor or related
provision of law.


 


18.8
Cumulative Remedies. All rights, powers and remedies of Landlord hereunder and under any other agreement now or hereafter
in force between Landlord and Tenant shall be cumulative and not alternative and shall be in addition to all rights, powers and
remedies given to Landlord at law or in equity. The exercise
of anyone or more of such rights or remedies shall not impair Landlord's right to exercise any other right or remedy, including,
without limitation, any and all rights and remedies of Landlord under California Civil Code Section 1951.8, California Code of
Civil Procedure Section 1161 et seq., or any similar, successor or related provision of law.


 


 


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18.9 Assignment
of Subrents. As
security for Tenant's performance
and satisfaction of
each and every one of its duties
and obligations
under this Lease, Tenant
does hereby assign and
grant to Landlord
a security interest
under the California
Commercial Code
in and to Tenant's
right, power and authority,
during the continuance
of this Lease, to
receive the rents, issues, profits
or other payments
received under any sublease
or other transfer
of part or all of Tenant's
interest in the Premises,
reserving
unto Tenant the right
prior to any default
hereunder to collect
and retain said rents,
issues and profits
as they become due
and payable, except that nothing
contained herein shall
be construed to alter
the provisions of Article
XV above. Upon any
such default,
Landlord shall have
the right at any
time thereafter, without
notice (except as may be provided for
herein), either
in person, by agent
or receiver to be appointed
by a court, to
enter and take possession of said Premises
and collect such rents,
issues,
profits or other payments,
including,
without limitation,
those past due and
unpaid, and apply the
same, less costs and expenses of
collection, including, without limitation,
reasonable attorneys'
fees, upon any indebtedness secured hereby
and in such order as
Landlord may
determine.


 


l8.l0
Storage of
Personal Property.
If, after Tenant's
abandonment of the
Premises,
Tenant leaves
behind any items of
personal property, then Landlord shall
store such property
at a warehouse
or any
other location at the
risk, expense
and for the account of Tenant,
and such property shall
be released only upon Tenant's payment of
such charges, together with all
sums due and owing
under this Lease.
If Tenant
does not reclaim
such property within the period
permitted
by law,
Landlord may sell such
property in
accordance with
law and apply the
proceeds of such sale to
any sums due and owing hereunder, or retain said
property, granting Tenant credit against sums due and
owing hereunder for the reasonable value of such
property.


 


18.11
Waiver. To the maximum extent permitted
by law, Tenant hereby waives
all provisions of,
or protection
under, any decisions,
statutes, rules, regulations
or other laws of the State
of California
to the extent the
same are inconsistent
with the terms and
provisions
hereof, including all
rights and remedies of
Landlord provided
under this Article.


 


18.12
Landlord's Cure
of Tenant's Default.
If at any time
during the Term hereof Tenant fails,
refuses or neglects to do any
of the things herein provided
to be done by Tenant, Landlord shall have
the right, upon five (5) days written notification
to Tenant, but not the obligation,
to do the same,
but at the expense
and for the account
of Tenant. The
amount of any money so expended
or obligations
so incurred
by Landlord, together with
interest thereon
at the Lease Rate,
shall be repaid to Landlord within five (5)
days of Tenant's receipt
of written notice,
and unless so paid
shall be added
to the next
monthly rent
payment coming due
hereunder.


 


18.13 Interest
and Charges on Past Due Obligations. Any amount
due from Tenant to Landlord hereunder which
is not paid when due shall bear interest
at the Lease Rate from the due date
until paid, unless otherwise specifically provided herein, but
the payment of such
interest shall not excuse
or cure any
such default
by Tenant under this
Lease. In addition to such interest, if any
monthly installment of
Basic Annual Rent is not
paid within three (3)
business days after
the same is due, a late
charge equal to six percent (6%) of such
monthly installment shall be assessed, which
late charge Tenant hereby agrees
is a reasonable estimate
of the damages Landlord shall
suffer as a result
of Tenant's late payment, which
damages include Landlord's additional administrative
and other costs associated with
such late payment. The parties agree that it
would be impracticable and extremely difficult to fix Landlord's actual damages in such event. Such interest and late payment
penalties are separate and cumulative and are in addition to and shall not diminish or represent a substitute for any or all
of Landlord's rights or remedies under any other provision of this Lease.


 


 


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ARTICLE XIX 


RULES AND REGULATIONS


 


Tenant shall observe faithfully
and comply strictly with the rules and regulations ("Rules and Regulations") contained in Exhibit E attached hereto,
as amended or supplemented by Landlord from time to time. Landlord shall not be liable to Tenant for violation by any other tenant
in the Building of any of the Rules and Regulations, or for the breach of any covenant or condition in any lease. Landlord has
not and is not hereby representing that all tenants in the Building are or shall be bound to any part or all of the Rules and Regulations.


 


 


 


ARTICLE
XX 


SURRENDER
OF PREMISES


 


20.1 Surrender.
Upon the expiration or sooner termination of the Term of this Lease, Tenant shall surrender the Premises in good condition, reasonable
wear and tear excepted, broom clean and free of trash and rubbish. If Tenant has not been in default beyond any applicable cure
period under any provision of this Lease and is not then in default, upon the expiration or sooner termination of the Term of this
Lease, then Tenant may remove the trade fixtures set forth on Exhibit F attached hereto and Tenant's Alterations,
provided that, in the case of Tenant's Alterations, such alterations shall be removed only to the extent they have not become a
part of the Premises. Tenant shall promptly repair any damage to the Premises occasioned by the removal of such fixtures and alterations.
In any event, Landlord may require that Tenant remove all or any portion of such fixtures and Tenant's Alterations upon such expiration
or termination, in which event Tenant shall cause such removal to occur and all damage arising out of such removal repaired. All
other Tenant's Property shall be removed by Tenant upon such expiration or termination. Tenant shall repair, at its own cost, any
and all damage to the Premises and the Building resulting from or caused by any removal hereunder.


 


20.2
No Merger. The voluntary or other surrender of this Lease by Tenant, or termination hereof, shall not constitute a merger,
and shall operate, at the option of Landlord, as an assignment to Landlord of any or all subleases or subtenancies affecting the
Premises.


 


 





ARTICLE
XXI 

HOLDING OVER


 


Should
Tenant, with or without Landlord's written consent, hold over after the expiration or earlier termination of this Lease,
Tenant shall become a tenant from month-to-month only upon each and all of the terms herein provided as may reasonably and
logically be construed as applicable to a month-to-month tenancy, and any such holding over shall not constitute an extension
of this Lease. During such holding over without Landlord's written consent, Tenant shall pay, in advance, monthly rent at the
highest monthly rate provided for herein (including any and all prior adjustments) plus an amount equal to one hundred and
fifty percent (150%) thereof. Nothing contained in the foregoing shall relieve Tenant from, and Tenant shall remain liable
for, damages incurred by Landlord as a result of any such hold over.


 


 


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 ARTICLE XXII

 NOTICES




 


Any notice,
consent or communication to Landlord or Tenant required or permitted to be given under this Lease shall be effectively given only
if in writing and: (a) personally served; (b) mailed by United States registered or certified mail, postage prepaid, return receipt
requested; or (c) sent by a nationally recognized courier service (e.g., Federal Express) for next day delivery, to be confirmed
in writing by such courier, addressed as follows:


 


If to Tenant as follows:


Capricor Inc.


8700 Beverly Blvd Davis
Building Room D-1063


Los Angeles, CA 90048


Attn: Oliver Foellmer


 


If to Landlord, as follows:


 


Cedars-Sinai Medical Center


8700 Beverly Boulevard


North Tower - 2009


Los Angeles, CA 90048-1869


Attention: Richard Katzman

                    Vice President for Academic
Affairs


 


With copy to:


 


Cedars-Sinai Medical Center


8700 Beverly Boulevard


TBS 290


Los Angeles,
CA 90048-1869


Attention: Peter
Braveman, Esq.

                   Senior
Vice President
of Legal Affairs


                   and General Counsel


 


 


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And with a copy
to any and
all Superior Interest Holders, but only as previously requested in writing
by Landlord.


 


Either
party shall have the right
to change the address or addresses to which notices shall
thereafter
be sent by giving notice to the other party
as aforesaid. Notices
given in the manner aforesaid shall
be deemed delivered when actually received
or refused by the party to whom sent, unless such notice
is mailed as aforesaid,
in which event such notice
shall be deemed complete on the day of actual delivery
as shown by the return receipt or at the expiration of
the third (3rd) business day after the date of mailing,
whichever first occurs.


 





 


ARTICLE
XXIII 


QUIET
ENJOYMENT


 


So
long as Tenant
performs and observes all of its obligations and covenants
hereunder and is not in default hereunder, Tenant
shall have the right to the quiet and peaceful enjoyment and possession of the Premises during the Term of this Lease without hindrance
or ejection by anyone lawfully making a claim by,
through, or under Landlord, subject
to the terms and conditions of this Lease
and of any ground leases,
underlying leases, mortgages
or deeds of trust affecting all or
any portion of the
Project.


 


 


 


 


ARTICLE
XXIV

 ESTOPPEL CERTIFICATE


 


Tenant shall, at
any time and from time to time, within ten (10) days after written notice from Landlord, execute,
acknowledge and deliver to Landlord a statement
in writing, in a form
provided by Landlord to
Tenant, certifying, among
other things, that
this Lease is unmodified and in full force
and effect (or, if modified,
stating the nature of such modification and certifying that
this Lease, as so
modified, is in
full force and effect),
the dates to which the rent
and other charges,
if any, are paid
in advance and
the amount of Tenant's security deposit, if
any, and acknowledging that
there are not, to Tenant's
knowledge, any uncured defaults on the part of
Landlord hereunder, and that there are
no events or
conditions then in existence which, with the passage of time
or notice or both, would constitute a default on the
part of Landlord hereunder (or specifying such
defaults, events or conditions, if any are claimed).
It is expressly understood and agreed that any
such statement may be relied upon by any prospective
purchaser or encumbrancer
of all or a portion of the Project. Tenant's
failure to deliver
such statement shall,
at the Landlord's election, be
conclusive upon Tenant that this Lease is in
full force and effect without
modification (except
as may be
represented
by Landlord), that
there are no uncured defaults in Landlord's performance, and that
no more than one month's rent
has been paid in advance. Tenant shall
be liable to Landlord
for any consequential damages suffered by Landlord
and occasioned by Tenant's failure to deliver
such certificates
in the manner described above.


 


 


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ARTICLE
XXV 


LIABILITY
OF LANDLORD


 


In
the event of any transfer or transfers of Landlord's interest
in the Premises, other
than a transfer
for security purposes only, Landlord (or Landlord's successor-in-interest
as a transferor) shall be
automatically relieved
of any and all obligations and liabilities on the part
of Landlord accruing hereunder from and after the date
of such transfer, including, without limitation,
the payment of the
leasing commission, if
any, due with respect to this Lease. Tenant
agrees to look solely to Landlord's interest in the Project
(or the proceeds thereof) for the satisfaction of any remedy
of Tenant for the collection of a judgment
(or other judicial
process) requiring
the payment of money
by Landlord in the
event of any default
by Landlord hereunder,
and no other
property or assets of Landlord shall
be subject to levy,
execution or other enforcement
procedure for the satisfaction of Tenant's remedies under
or with respect to this Lease.


 








ARTICLE
XXVI 


LANDLORD'S
INABILITY TO PERFORM


 


This
Lease and the obligations
of Tenant hereunder shall
not be affected or impaired because
Landlord is unable to fulfill any of its obligations hereunder or is delayed in doing so, if
such inability or delay is caused by reason of the inability of Landlord to obtain the necessary
building permits and other governmental approvals required to construct any improvements
to the Building, the unavailability
of materials, strikes or
other labor troubles or any other cause beyond
the control of Landlord, except as may otherwise be specifically set forth in this Lease. Landlord shall not be deemed to be in
default in the performance of any obligation required to be performed by it hereunder unless and until Landlord or
any beneficiary under any deed of trust or any
mortgage, ground
lessor or other lienholder with rights in all or any portion
of the Project has failed to perform such obligation within
thirty (30) days after written notice by Tenant to Landlord
specifying wherein Landlord has failed to perform such obligation;
provided, however, that if the nature of Landlord's obligation
is such that more than thirty (30) days are required for
its performance, then Landlord shall not be deemed to be
in default if Landlord or any
of such other parties
shall commence such performance within such
thirty (30) day period and thereafter diligently prosecutes
the same to completion.


 


 


 


ARTICLE
XXVII


ATTORNEYS'
FEES


 


In
the event of any litigation between Tenant and
Landlord to enforce any provision
of this Lease
or otherwise with respect
to the subject matter hereof, the
unsuccessful party in such litigation shall
pay to the successful party all costs and expenses, including reasonable attorneys' fees,
incurred therein by the successful party. If either party hereto without fault is made a party to any litigation instituted
by or against the other party to this Lease, such other party shall indemnify the party who without fault has
been made a party to such litigation and save it harmless from all costs and expenses, including
reasonable attorneys' fees, incurred by it in
connection therewith.


 


 


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 ARTICLE XXVIII

 SERVICES




 


28.1
Provision of Services. So long as Tenant is not in default hereunder, Landlord
agrees to provide to the Premises the following Building services on the same basis as such services are provided from time to
time to other occupants of the Building: elevator, electrical, water,
heating, ventilating and air conditioning, janitorial and security services. Landlord shall provide to the Premises heating, ventilation,
and air conditioning twenty-four (24) hours daily. With
respect to security services, Tenant may: (a) subject to the other provisions of this Lease, cause a separate security system to
be installed for the Premises, provided that the same shall not limit Landlord's right of access to the Premises; or (b) if practicable,
tie into any central Building security system, provided
that Tenant shall, upon demand by Landlord, pay to Landlord all incremental costs incurred by Landlord from time to time in connection
with such tie-in.


 


28.2
Interruption of Services. Landlord shall not be liable for any failure to furnish, stoppage of, or interruption in furnishing
any of the services or utilities described in this Article XXVIII when such failure is caused by accident, breakage, repairs, strikes,
lockouts, labor disputes, labor disturbances, governmental regulation, civil disturbances, acts of war, moratorium or other governmental
action, or any other cause beyond Landlord's reasonable
control, and, in such event, Tenant shall not be entitled
to any damages nor shall any failure or interruption abate or suspend Tenant's
obligation to pay rent required under this Lease or constitute or be construed as a constructive or other eviction of Tenant. Further,
in the event any governmental authority or public utility promulgates or revises any law, ordinance, rule or regulation, or issues
mandatory controls or voluntary controls relating to the use or conservation of energy, water, gas, light or electricity, the reduction
of automobile or other emissions, or the provision of any
other utility or service, Landlord may take any reasonably appropriate action to comply with such law, ordinance,
rule, regulation, mandatory
control or voluntary guideline and Tenant's obligations
hereunder shall not be affected by any such action of Landlord. The parties acknowledge that safety and security devices, services
and programs provided by Landlord, if any, while intended to deter crime and ensure safety,
may not in given instances prevent theft or other criminal acts,
or ensure safety of persons or property. The risk that any safety or security device, service
or program may not be effective, or may malfunction, or be circumvented by a criminal, is
assumed by Tenant with respect to Tenant's property and interests, and Tenant shall obtain insurance coverage to the extent Tenant
desires protection against such criminal acts and other losses, as
further described in this Lease. Tenant agrees to cooperate in any reasonable safety or security program developed by Landlord
or required by Law.


 


 





 


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28.3
Compliance with Service
Related Regulations.
Tenant shall
comply with all rules and regulations which Landlord may reasonably establish
for the proper functioning and protection of the heating,
ventilating, air conditioning, plumbing
and other mechanical systems, and Tenant shall in no
event use the same in any
manner vocative of any governmental law or regulation.


 


28.4
Additional
Building Service
Demands. Tenant
shall not use,
without the prior written consent
of Landlord, any
apparatus or device
in the Premises (including,
but not limited
to, electronic data processing
machines
and machines
using current in excess
of 110 volts)
which will
in any
way increase
the amount of electricity, water
or compressed air (if compressed
air is furnished
by Landlord) normally furnished
or supplied for use of the Premises as space for Biomedical
Activities, nor shall Tenant
connect with electric current (except through existing
electrical outlets in the Premises, or water
pipes or air pipes, if
there are any) any apparatus or device for
the purpose of using electric current or water or air.
Tenant shall cause a water
meter and an electric
current meter to be installed
so as to measure the
amount of water and electric
current consumed for
its use of the Premises.
The cost of any such
meters and of installation,
maintenance and
repair thereof shall
be paid for by Tenant, and,
notwithstanding anything
contained in
this Lease
to the contrary, Tenant
agrees to pay Landlord,
promptly upon demand,
for all such
water and electric current
consumed as shown by
said meters at the rates charged for such services
by the jurisdiction in which
the Building
is located or by the local
public utility furnishing the
same, whichever the case may be, plus any additional expense incurred
in keeping account of
the water and electric current so consumed.


 


28.5
Modification of Services. Notwithstanding
anything herein
above to the contrary,
Landlord reserves
the right from time to time to make
reasonable and nondiscriminatory
modifications
to the above standards
for utilities and services.


 


28.6
Special Services.
At any time during the
Term of this Lease,
Tenant, at
its sole option,
may elect to purchase from Landlord
any of the special services
identified in Exhibit G attached hereto. The
rates for such special
services
shall be established by Landlord in its sole
discretion from time to time and are subject to change.


 


 





 


ARTICLE
XXIX

 GENERAL PROVISIONS


 


29.1
Headings.
The section and subsection headings contained in
this Lease are for convenience only
and do not in any way limit
or amplify any term or provision hereof.


 


29.2
Plurals and Genders.
The terms "Landlord" and "Tenant" as
used herein shall include the plural
as well as the singular, and the neuter shall include the
masculine and feminine genders.


 


29.3
"Persons"
Defined. The
words "person"
or "persons"
as used herein shall include individuals,
firms, associations
and corporations.


 


 


 


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29.4 Covenants and Agreements;
Time of the Essence. All of the provisions of this Lease are to be construed as covenants and agreements as though the words
importing such covenants and agreements were used in each separate provision hereof. Each
of Tenant's covenants and agreements herein contained are
conditions, the time of which is of the essence, and the strict performance of each
shall be a condition precedent to Landlord's obligations hereunder and the right of Tenant to remain in possession of the Premises
and to have this Lease continue in effect.


 


29.5
Intellectual Property. Landlord and Tenant hereby acknowledge that, as of the Commencement Date, the parties independently
own and/or have rights in and to certain items of intellectual property, and
that during the term of this Lease, the parties may independently develop and/or
otherwise accumulate rights in and to additional items of intellectual property. The parties agree that neither this Lease nor
any Company Activities in the Premises, Specialized Research Cores or Common Areas shall create any rights whatsoever of access,
ownership, license
or otherwise to the other party's intellectual property, whether such intellectual property or a party's
rights therein are in existence prior to the Commencement
Date or developed and/or accumulated during the Term of
this Lease or thereafter.


 


29.6
Successors and Assigns. All of the covenants, conditions and provisions of this Lease shall be binding upon and shall
inure to the benefit of the parties hereto and their respective heirs, personal
representatives, successors and assigns, subject at all
times, however, to all agreements and restrictions contained
in Article XV hereof.


 


29.7
Interpretation. The language in all parts of this Lease shall be in all cases construed simply according to its fair meaning,
and riot strictly for or against Landlord or Tenant. Any
reference to any Article herein shall be deemed to include all subsections thereof unless otherwise
specified or reasonably required from the context. Any reference to "days" or
"months" herein shall refer to calendar days or months, respectively,
unless specifically provided to the contrary. The terms "herein," "hereunder"
and "hereof' as used in this Lease shall mean "in
this Lease," "under this Lease"
and "of this Lease",
respectively, except as otherwise specifically set forth
in this Lease.


 


29.8
Waiver and Default. No waiver by Landlord of any provision of this Lease shall be deemed to be a waiver of any other provision
hereof or of any subsequent breach by Tenant of the same or any other provision. No
delay on the part of Landlord in exercising any of its rights hereunder shall operate as a waiver of such rights or of any other
right of Landlord, nor shall any delay, omission or waiver on anyone occasion be deemed a bar to, or a waiver of, the same or any
other right on any other occasion. Neither Landlord's failure to bill Tenant for any rent
as it becomes due hereunder, nor Landlord's error in such
billing or failure to provide any other documentation in connection therewith, shall operate as a waiver of Landlord's right to
collect any such rent which may have at any time become
due hereunder in the full amount to which Landlord is entitled pursuant to the terms hereof, except as otherwise may be specifically
set forth in this Lease. Landlord's consent to or approval of any act by Tenant requiring Landlord's consent or approval shall
not be deemed to render unnecessary the obtaining of Landlord's consent to or approval of any subsequent act of Tenant whether
or not similar to the act so consented to or approved. No act or thing done by Landlord or Landlord's agents during the Term of
this Lease shall be deemed an acceptance of a surrender of the Premises, and no


agreement
to accept such surrender shall be
valid, unless in writing
and signed
by Landlord. No
employee
of Landlord or Landlord's agents shall
have any power to accept the keys to the Premises
prior to the termination
of this Lease and the delivery of the keys to
any such employee shall
not operate as a termination
of this Lease or a
surrender or Landlord's
acceptance of the Premises. If Tenant at any
time desires to have Landlord sublet or attempt to sublet
the Premises for Tenant's account, Landlord
or Landlord's agents are authorized to receive
said keys for such purposes
without releasing Tenant
from any of its obligations under this Lease.


 


 


 


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29.9
Entire Agreement:
Amendments. This
Lease and the Exhibits
and any Riders
attached hereto constitute
the entire agreement
between the parties hereto with respect to the
subject matter hereof,
and no prior agreement
or understanding pertaining
to any such matter shall
be effective for any purpose. No provision of
this Lease may be amended
or supplemented except by an agreement in
writing signed by the
party or parties to be bound
thereby. Tenant wan-ants and represents that there have been no representations
or statements of fact with respect to the Premises, the
Building, the
surrounding area or
otherwise, whether by
Landlord, its agents or representatives,
any lease
broker or any other person,
which representations
or statements have in any way
induced Tenant
to enter this Lease
or which have served
as the basis in any way
for Tenant's decision
to execute this Lease,
except as
contained in this Lease.
Tenant agrees and acknowledges that no lease
broker, agent or other
person has had
or does have
the authority to bind Landlord
to any statement,
covenant, warranty or representation except as contained
in this Lease, and that no person purporting to hold such
authority shall bind Landlord, and that it is not reasonable
for Tenant to have assumed that any
person had or has such authority. Further,
neither
Landlord's execution
of this Lease nor any other of its acts shall be construed in any way to indicate
Landlord's ratification,
consent or approval
of any act, statement or
representation of any
third person except
as specifically set forth
in this Lease.


 


29.10
Landlord's
Consent or Approval.
Except as may otherwise
be expressly provided
herein, Landlord
may, in its sole
and absolute discretion,
withhold any consent or approval
required hereunder.


 


29.11
Counterparts.
This Lease may be executed in any number
of counterparts, each of which shall be an original and
all of which together
shall constitute and be construed as one and the same instrument.


 


29.12
Applicable
Law and Venue.
This Lease shall
be governed
by and construed in accordance
with the laws of the State
of California. Except
for the matters required to be arbitrated
pursuant
to specific provisions of
this Lease,
any action to declare
or enforce any rights
or obligations under
this Lease may be
commenced by any party
in the Superior Court or other
Court of competent jurisdiction
of the County in
which the Building is located.
Tenant and Landlord hereby consent
to the jurisdiction of such
Court for such purposes and agree that any notice, complaint
or other legal
process delivered to Tenant or Landlord in accordance
with the provisions of Article XXII
of this Lease shall constitute adequate notice and
service of process for
all purposes and shall
subject Tenant and Landlord
to the jurisdiction of such Court for purposes of adjudicating
any matter related
to this Lease.
The provisions
of this Section shall also
apply to all guarantors
of this Lease.


 


 


 


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29.13 Incorporation
of Exhibits.
All Exhibits or Riders
referenced in this
Lease, if any, are
incorporated herein by reference as though
fully set forth herein.


 


29.14
Reserved Area.
Tenant hereby acknowledges
and agrees that the exterior walls of the Building and
the area between the finished ceilings of the Premises and the slab of the floor of the Building
there above have not been demised hereby, and that the
use thereof, together with the right
to install, maintain, use,
repair and replace pipes,
ducts, conduits and wires leading through,
under
or above the Premises,
is hereby excepted
and reserved unto Landlord.


 


29.15
Brokers. Tenant and Landlord each warrant and represent
that no person is, or
may be, entitled to a commission, finder's
fee or other like payment
in connection herewith. Landlord and
Tenant hereby indemnify and
hold each other harmless from and against
any and all loss, liability, cost
and expense, including, without limitation, reasonable
attorneys' fees, that
the other party may incur as a result of
the incorrectness of such
warranty and representation.


 


29.16
No Option.
The submission of this Lease by Landlord or its agent or
representative for examination
or execution by Tenant
does not constitute an option or offer to lease
the Premises upon the terms and conditions
contained herein or a reservation
of the Premises
in favor of Tenant;
it being intended hereby
that this Lease shall
become effective only upon the execution hereof
by Landlord and delivery
of a fully executed counterpart hereof to Tenant.


 


29.17
 Authority.
In the event Tenant
is a corporation, the
parties executing this Lease
on behalf of Tenant
hereby covenant,
represent
and warrant that:
(i) they are duly authorized to execute and
deliver this Lease on behalf
of Tenant;
(ii) Tenant
is a duly
organized corporation
in good standing,
with full right, power
and authority to enter into this Lease and to perform
its obligations
hereunder; (iii)
all necessary
steps have been taken
prior to the date hereof
to qualify Tenant to do business in California; (iv)
all franchise and corporate taxes have been paid as of the date hereof;
and (v) all future
forms, reports, fees
and other documents necessary to comply with applicable laws will be filed when due. In
the event Tenant is a partnership, the parties executing
this Lease on behalf of Tenant hereby covenant
and warrant that: (i) they are duly authorized
to execute and deliver this Lease on behalf of Tenant;
and (ii) Tenant
is a duly organized
partnership with full right,
power and authority
to enter into this Lease
and to perform its
obligations hereunder. Tenant
shall deliver to Landlord such
evidence of the foregoing
as Landlord
may request.


 


29.18
Recordation of Lease. At
the request of any Superior
Interest Holder, or in
its own discretion, Landlord
shall record a memorandum of this Lease.
Tenant shall not record, or cause to be recorded, this
Lease or a memorandum of this Lease
without Landlord's prior written consent.


 


29.19 Multiple
Parties. If there is more than one person, firm, corporation,
partnership
or other entity comprising
Tenant, then:
(i) the term "Tenant"
as used herein shall include
all of the undersigned;
(ii) each and every provision
in this Lease shall
be binding on each
and everyone of the
undersigned; (iii) each of the
undersigned shall be jointly and
severally liable
hereunder; (iv) Landlord shall have the right to join one or all of the undersigned in any proceeding or to proceed against
them in any order; (v) Landlord shall have the right to
release anyone or more of the undersigned without in any way prejudicing its right to proceed against the others; and
(vi) the act of or notice from, or
notice or refund to, or the signature of, anyone or more of them, with respect to the tenancy of this Lease, including, but
not limited to, any renewal, extension, expiration
or modification of this Lease, shall be binding upon
each and all of the persons executing this Lease as Tenant with the same force and effect as if each and all of them had so
acted or so given or received such notice or refund or so signed.


 


 


 


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29.20
No Violation of Other Agreements. Tenant hereby warrants and represents that neither its execution of nor performance under
this Lease shall cause Tenant to be in violation of any agreement, instrument, contract, law, rule or regulation by which Tenant
is bound, and Tenant agrees to indemnify Landlord against any loss, cost, damage or liability, including, without limitation, reasonable
attorneys' fees, arising out of Tenant's breach of this warranty and representation.


 


29.21
Adjacent Land. If an excavation shall be made upon land adjacent to the Building, or shall be authorized to be made, Tenant
shall afford to the person causing or authorized to cause such excavation license to enter upon the Premises at reasonable times,
for the purpose of doing such work as said person shall deem necessary to preserve the wall
of the Building of which the Premises form a part from injury or damage, and to support the same by proper foundations without
any claim for damages or indemnity against Landlord or diminution or abatement of rent.


 


29.22 Building Directory.


 


(a)
Tenant may not place any sign inside or outside the Building without the consent of Landlord, except an entrance door sign in a
size and style approved by Landlord and subject to all applicable laws and covenants, conditions or restrictions affecting the
Project.


 


(b)
Landlord shall provide a directory (which, at Landlord's option, may be computerized) in the main lobby of the Building listing
the name of Tenant.


 


29.23
 Parking. Landlord shall use its good faith efforts to assist Tenant so that, concurrently with the execution of this Lease,
Tenant may obtain parking rights for unreserved parking
spaces at the Cedars-Sinai Medical Office Building (located at the corner of Alden Drive and George Burns Road) at current prevailing
parking rates available to employees of Landlord for unreserved parking spaces. Tenant acknowledges that Landlord does not own
or operate the Cedars-Sinai Medical Office Building and further acknowledges that Landlord is not agreeing to supply parking to
Tenant pursuant to this Lease and that the issuance of parking rights is not a condition to Tenant's obligations under this Lease.


 


29.24
Subdivision; Mutual Cooperation. Landlord shall have the right to subdivide the Property and/or
the Building at any time for any purpose whatsoever, including, without limitation: (a) the purpose of creating condominium ownership
of the Property and the Building; and (b) the purpose of constructing, or financing the construction of,
other buildings or improvements on the Property. Tenant agrees to cooperate with Landlord
in completing such subdivision and in obtaining any governmental authorization or permits necessary to facilitate the construction
of any such additional improvements on the Property, and to execute all such documents and amendments to the Lease reasonably
necessary to effectuate the same. Tenant agrees that upon subdivision of the Property and/or the Building, Landlord may sell,
transfer or convey one or more portions of the Building and/or the Property, and that title to such portions may be held in other
than the name of Landlord.


 


 


 


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29.25 Name of Building.
Neither Tenant nor any shareholders of Tenant nor any of their employees may use the name "Cedars-Sinai Medical Center"
for any purpose, including, without limitation, any advertising or the naming of any medical group or professional corporation.


 


29.26
Rental Abatement. Any and all references herein to abatement of Basic Annual Rent shall apply to only those amounts which
would otherwise thereafter accrue. If any dispute relating to such abatement occurs, Tenant shall pay the rent demanded
by Landlord pending the final resolution of such dispute.


 


29.27
Guarantees. If any guarantee of this Lease is required by Landlord, such guarantee shall be in a form provided by Landlord
to Tenant and Landlord may terminate this Lease at any time until it receives such guarantee fully executed by the required guarantors.


 


29.28
Severability. Any provision of this Lease which shall prove to be invalid, void or illegal shall in no way affect, impair
or invalidate any other provision hereof, and such other provisions shall remain in full force and effect.


 


29.29
Waiver of Rights of Redemption. Tenant hereby expressly waives any and all rights of redemption granted by or under any
present or future laws in the event that Tenant is evicted or dispossessed for any cause or in the event that Landlord obtains
possession of the Premises by reason of the violation by Tenant of any of the covenants and conditions of this Lease or otherwise.
The rights given to Landlord herein are in addition to any rights that may be given to Landlord by any statute or otherwise.


 


29.30
Light and Air. Any diminution or shutting off of light, air or view by any structure that may be erected on lands adjacent
to the Building or any other portion of the Project shall in no manner affect this Lease or impose liability upon Landlord.


 


29.31
No Joint Venture. The Parties hereto acknowledge and agree that nothing contained in this Lease shall be deemed or construed
to create a partnership or joint venture between Landlord and Tenant or between Landlord and any other party or causing Landlord
to be responsible in any way for the debts or obligations of Tenant or any other party,


 


 


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ARTICLE XXX

 HAZARDOUS
MATERIALS


 


30.1 Compliance Costs.
Tenant acknowledges that Landlord may incur, as Operating Expenses,
costs for complying with laws, codes, regulations or ordinances
relating to Hazardous Materials (as
defined in Section 30.2) on or about the Project,
including, without limitation, the following:
(i) Hazardous Materials
present in the soil or ground water on the Project;
(ii) a change in laws,
codes, regulations
or ordinances which relate to Hazardous Materials and
which makes any substance or material
which is present on,
in, under or about
the Project as of the date hereof, a violation of such
changed laws, codes, regulations
or ordinances; (iii)
Hazardous Materials
that migrate, flow,
percolate, diffuse or in any way
move onto or under the Project; (iv) Hazardous Materials
present on or under
the Project as a result
of any discharge, dumping or spilling (whether
accidental or otherwise) on the Project by other tenants
of the Project or their agents,
employees, contractors
or invitees, or by others. Each
item of cost incurred by Landlord for complying with laws,
codes, regulations or ordinances relating to Hazardous
Materials with respect to the Project (or
any portion thereof)
and which exceeds Fifty
Thousand Dollars ($50,000)
shall be amortized
over a
five (5) year period from the date of installation
as "Capital
Improvement Amortization"
as provided in Section 4.3.2 herein and treated
as a "Capital Improvement".
To the extent
any such cost relating to Hazardous Materials is
subsequently recovered
or reimbursed through insurance, or recovery
from responsible third
patties, or other action,
Tenant shall be entitled
to proportionate reimbursement to the extent it has paid
its share of such cost to which such recovery or reimbursement
relates (regardless of
whether such costs were paid
as Operating Expenses
or as a Capital Improvement). Nothing contained herein
shall be construed to modify Tenant's obligation to make
full payment for Hazardous Materials
or compliance with laws pertaining to Hazardous Materials
if the cost of compliance or other responsibility
for such Hazardous Materials is made
the responsibility
of Tenant
pursuant to any
other provision
of this Lease or
applicable law.


 


30.2
Definition.
As used herein, the
term "Hazardous Materials"
means any hazardous
or toxic substance,
material or waste which is or becomes regulated by any
local governmental authority,
the State of California
or the United States government. The term "Hazardous
Materials" includes, without limitation,
any material or substance which is: (i) defined as a "hazardous
waste," "extremely hazardous
waste," or "restricted hazardous waste"
under Section 25115,
or 25117 or 25122.7,
or listed pursuant to Section 25140 of the California Health and Safety Code,
Division 20, Chapter
6.5 (Hazardous Waste
Control Law); or
(ii) defined as a "hazardous
substance,"
under Section 25316
of the California Health and Safety
Code, Division 20,
Chapter 6.8 (Carpenter-Presley-
Tanner Hazardous Substance Account Act);
(iii) defined as a "hazardous
material," "hazardous
substance," or
"hazardous
waste" under Section 25501 of the California
Health and Safety
Code, Division 20, Chapter
6.95 (Hazardous Materials Release Response Plans and Inventory);
(iv) defined as a
"hazardous substance" under Section 25281 of the California
Health and Safety Code, Division 20, Chapter 6.7 (Underground
Storage of Hazardous Substances);
(v) petroleum; (vi) asbestos; (vii) listed under Article
9 or defined as hazardous or extremely
hazardous pursuant
to Article 11 of Title
22 of the California
Administrative Code,
Division 4,
Chapter 30; (viii)
designated as a "hazardous
substance" pursuant
to Section 311 of the Federal Water Pollution Control
Act, 33 U.S.C.
1317; (ix)
defined as a "hazardous
waste" pursuant
to Section 1004 of the Federal Resource
Conservation and Recovery
Act, 42 U.S.C. 6901
et seq. (42 U.S.C.
6903); or (x) defined
as "hazardous
substance" pursuant
to Section 101 of the Comprehensive
Environmental Response
Compensation and Liability
Act, 42 U.S.C. 9601
et seq. (42 U.S.C.
9601).


 


 


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IN
WITNESS WHEREOF,
Landlord
and Tenant
have duly executed
this Lease
as of the day and year
first written above.


 








	LANDLORD	 	 TENANT	 
	 	 	 	 	 
	 	 	 	 	 
	CEDARS-SINAI MEDICAL CENTER	 	CAPRICOR INC.
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By: 	/s/ Schlomo Melmed	 	By: 	 /s/ Oliver Foellmer
	Name: 	Melmed, Shlomo, MD	 	Name: 	Oliver Foellmer
	Its: 	Senior Vice President, Academic Affairs	 	Its: 	President & Chief Executive Officer
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	 
	By:	/s/ Richard Katzman 	 	 	 
	Name:	Richard S. Katzman	 	 	 
	Its: 	Vice President, Academic Affairs	 	 	 


 


 


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EXHIBITS


 








	Exhibit	A 	Building Site Plan Floor Plan
	 	 	 
	Exhibit	B	Floor Plan
	 	 	 
	Exhibit	C	Monthly
Rent Calculation
	 	 	 
	Exhibit  	D 	Permitted Uses  
	 	 	 
	Exhibit	E	Rules and Regulations
	 	 	 
	Exhibit	F	Trade Fixtures
	 	 	 
	Exhibit	G	Special Services


 


 


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EXHIBIT C


 





Capricor, Inc


 











	TYPE OF SPACE	ROOM #	SQ. FT.
	Laboratory	1099	477
	Work Area	1099A	85
	Office	1100	90


 


 


 


	Total	 	 	 	 	 	 	 	 	652	 
	 
Shared/Common	 	 
Space (27%)	 	 			 	 	176	 
	 	 	 	 	 	 	 	 	 	 	 
	Total Rentable Sq. Ft.	 	 	 	 	 	 	 	 	828	 



 

















	Total Rentable  Sq. Ft.	 	 	 	 
	 MONTHLY PAYMENT COMPUTATION:	 	 	 	 
	 Basic rent @ $3.50/sq.ft.	 	$	2898.00	 
	Operating  overhead  @ $2.00/sq.ft.	 	 	 	 
	 Equipment  Rent *	 	 	 	 
	Attorney  Fees	 	$	1656.00	 
	 RI Clean   	 	 	 	 
	 	 	 	 	 
	Total Monthly Payment	 	$	4554.00	 


 


*
NOTE:   See Equipment Lease, which is hereby attached and made a part of this agreement.Note
that the Equipment Lease does not include telephone equipment and usage charges which will be billed separately by the Telecommunications
Department (see attached billing authorization form).


 


 


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