EXHIBIT 10.36


CONFIDENTIAL TREATMENT HAS BEEN
REQUESTED FOR PORTIONS OF THIS
EXHIBIT. THE COPY FILED HEREWITH OMITS THE
INFORMATION SUBJECT TO
THE
CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED AS *. A
COMPLETE,
UNREDACTED VERSION OF THIS EXHIBIT HAS BEEN FILED 
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.

OFFICE LEASE
AGREEMENT 

by and between

EXPONENT REALTY,
LLC.

a Delaware limited liability
company

(“Landlord”)

and

GERON CORPORATION

a Delaware
corporation

(“Tenant”)

For approximately

30,174

rentable square
feet

at 149 Commonwealth Drive, Menlo
Park, California

(“Premises”) 







TABLE OF
CONTENTS 

	1.	      
      	Parties	      	2
	 
	2.		Premises		2
	 
	3.		Definitions		2
	 
	4.	 	Lease Term		5
			A.	Term		5
			B.	Commencement Date		5
			C.	Commencement Date Memorandum		6
			D.	Early Entry		6
			E.	Option To Extend		6
	 
	5.		Rent			7
			A.	Monthly Rent		7
			B.	Prorations		8
			C.	Periodic Adjustments		8
			D.	Determination of Monthly Base Rent During
      Extension Term		8
	 
	6.		Late Payment Charges		10
	 
	7.		Security Deposit		11
	 
	8.		Holding Over		11
	 
	9.		Tenant Improvements		11
	 
	10.		Condition of Premises		11
	 
	11.		Use of the Premises		12
			A.	Tenant’s Use		12
			B.	Compliance		13
			C.	Toxic Material		14
			D.	Transportation Systems
    Management		14
			E.	Rules and Regulations		14
	 
	12.		Quiet Enjoyment		15
	 
	13.		Alterations		15
	 
	14.		Surrender of the Premises		16
	 
	15.		Operating
Expenses		16
			A.	Payment by Tenant		16
			B.	Operating
Expenses		17
			C.	Adjustment		19
			D.	Failure to Pay		21



i 







	16.	      	Taxes and Assessments	21
			A.	Payment by Tenant	21
			B.	Annual Assessments	21
			C.	Taxes Levied Against Tenant’s Alterations and Personal
      Property	21
			D.	Failure to Pay	21
	 
	17.		Utilities and Services	21
			A.	Services Provided by Landlord	21
			B.	Services Exclusive to Tenant	22
			C.	Hours of Service	22
			D.	Excess Usage by Tenant	22
			E.	Interruptions	22
			F.	After Hours HVAC	22
			G.	Paging	22
	 
	18.		Repair and Maintenance	23
	 		A.	Premises, Building and Outside Area	23
		 	B.	Control and Reconfiguration	24
			C.	Waiver	25
			D.	Compliance with Governmental
      Regulations	25
			E.	Repair Where Tenant at Fault	25
	 
	19.		Fixtures	25
	 
	20.		Liens	26
	 
	21.		Landlord’s Right to Enter the
      Premises	26
	 
	22.		Signs	26
	 
	23.		Insurance	27
			A.      	Indemnification	27
			B.	Tenant’s Insurance	27
			C.	Landlord’s Insurance	28
			D.	Evidence of Insurance	28
			E.	Co-Insurer	28
			F.	Insurance Requirements	28
			G.	No Limitation of Liability	28
			H.	Landlord’s Disclaimer	29



ii 







	24.	      
      	Waiver of Subrogation	29
	 
	25.		Damage or Destruction	29
			A.      	Partial Damage — Insured	29
	 		B.	Partial Damage — Uninsured	29
		 	C.	Total Destruction	30
			D.	Tenant’s Election	30
			E.	Landlord’s Obligations	30
			F.	Damage Near End of Term	31
	 
	26.		Condemnation	31
			A.	Total Taking — Termination	31
			B.	Partial Taking	31
			C.	No Apportionment of Award	31
			D.	Temporary Taking	31
	 
	27.		Assignment and Subletting	32
			A.	Landlord’s Consent	32
			B.	Information to be Furnished	32
			C.	Landlord’s Alternatives	32
			D.	Proration	33
			E.	Executed Counterpart	33
			F.	Surrender of Lease	33
			G.	No Mortgages	33
			H.	Effect of Default	33
			I.	Permitted Transfers	34
	 
	28.		Sale Lease-Back	34
	 
	29.		Default	35
			A.	Tenant’s Default	35
			B.	Remedies	35
			C.	Landlord’s Default	37
	 
	31.		Notices	38
	 
	33.		Estoppel Certificates	38
	 
	34.		Transfer of the Project by
      Landlord	39
	 
	35.		Landlord’s Right to Perform Tenant’s
      Covenants	39
	 
	36.		Tenant’s Remedy	40
	 
	37.		Mortgagee Protection	40



iii 







	38.	      
      	Brokers	40
	 
	39.		Acceptance	40
	 
	40.	 	Recording	40
	 
	41.		Modifications for Lender	40
	 
	42.		Parking	41
	 
	43.		Use of Property Name
Prohibited	41
	 
	44.		Interest	41
	 
	45.		Quitclaim	41
	 
	46.		Security	41
			A.      	Landlord Reservations	41
			B.	Tenant Prohibitions	42
			C.	Security Regulations	42
	 
	47.		Right of First Offer	43
	 
	48.		Ownership of Furniture and
      Fixtures	44
	 
	49.		General	44
			A.	Captions	44
			B.	Executed Copy	44
			C.	Time	44
			D.	Severability	44
			E.	Choice of Law	44
			F.	Interpretation	44
			G.	No Effect of Remeasurement	45
			H.	Binding Effect	45
			I.	Waiver	45
			J.	Entire Agreement	45
			K.	Authority	45
			L.	Exhibits	45
			M.	Counterparts	45
	  
	EXHIBIT A PREMISES	47
	 
	EXHIBIT B PROPERTY	48
	 
	EXHIBIT C TENANT IMPROVEMENTS WORK
      LETTER	49


	 	
	EXHIBIT D COMMENCEMENT DATE MEMORANDUM	57
	 	
	EXHIBIT E RULES AND
      REGULATIONS	 58
	 	
	EXHIBIT F BUILDING SERVICES	63




iv 







OFFICE LEASE AGREEMENT


INFORMATION SHEET


(“INFORMATION SHEET”)


	A.	     
    	PARTIES	     
    	
			1.		Landlord:		EXPONENT REALTY, LLC, a Delaware limited liability
  company
							 		
			2.	 	Tenant:		GERON CORPORATION, a Delaware corporation
	 
	B.		EFFECTIVE DATE		February 29, 2012
			 		
	C.		BASIC LEASE PROVISIONS		
			1.		Premises:		
				     
    	a.	     
    	Address:		149 Commonwealth Drive
Menlo Park, California 94025
							 		
					b.		Floor:		2nd Floor (including patio space associated with Suite #
      2070)
							 		
					c.		Total Building rentable		153,736 square feet
							area (approx.):		
							  		
			2.		Rentable Area and Load		
					Factor:		
					a.		Rentable Area (approx.)	 	30,174 rentable square feet, Suites known as #2020, 2040, 2055,
      2069, 2070 and 2118
							  		
					b.		Load Factor (approx.)		15%
							  		
			3.		Term:		24 months, commencing on the Commencement Date of July 13, 2012 and
      ending on July 12, 2014, as such term may be extended or sooner terminated
      as provided in this Lease



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	    	      	4.	      	Estimated Commencement	      	
					Date:		July
      13, 2012
							 
			5.	 	Tenant’s Building		Nineteen and sixty-three hundredth percent
					Percentage:		(19.63%)
							 
			6.		Base
      Rent:	 	*
      ($*) per rentable square foot per month full service (or $*
      monthly).
							 
			7.		Security Deposit:		None
					 		 
			8.		Base
      Year:		2012
      for Operating Expenses
							  
							2012-2013 fiscal year for Real Property Taxes
							 
							As
      outlined in Section 5. Base Rent
							 
			9.		Adjustments to monthly		None.
					Base
      Rent:		 
							 
			10.		Brokers:		None
							 
			11.		Address for Notices:		
							 
					Landlord:		Exponent Realty, LLC
							149
      Commonwealth Drive
							Menlo Park, California 94025
							Attn: Director of Corporate Facilities
							 
					Tenant:		GERON CORPORATION
							149
      Commonwealth Drive, Suite 2070
							Menlo Park, CA 94025
							Attn: Legal Department
	 	 	 	 	 	 	 
			12.		TI
      Allowance:		As
      provided in Exhibit C – Tenant Improvements Work Letter.
			  
			13.		Normal Business Hours:		8AM
      to 5PM Monday to Friday Excluding holidays observed by
  Landlord

____________________


	*	      	Certain information
      on this page has been omitted and filed separately with the Commission.
      Confidential treatment has been requested with respect to the omitted
      portions.


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OFFICE LEASE
AGREEMENT 

     1.
Parties.
THIS OFFICE LEASE AGREEMENT
(“Lease”), effective as of the date (“Effective Date”) set forth in section B of
the Office Lease Agreement Information Sheet (“Information Sheet”), is entered
into by and between Exponent Realty, LLC, a Delaware limited liability company
(“Landlord”), and the entity set forth in section A.2. of the Information Sheet
(“Tenant”). 

     2. Premises.
Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, a portion of that
certain Building located in the City of Menlo Park, County of San Mateo, State
of California containing the total rentable floor area set forth in section C.2.
of the Information Sheet, as more particularly shown on EXHIBIT A (“Premises”), and located at the address, as designated in section C.1.
of the Information Sheet, together with a right in common to the Outside Area,
as defined in Paragraph 3.K., of the Property, as defined in Paragraph 3.N.
Tenant’s right to use the Outside Area shall be a right in common with other
tenants of the Property and is subject to the reasonable rules and regulations
and changes therein from time to time promulgated by Landlord governing the use
of the Outside Area. The currently existing such rules and regulations are set
forth on EXHIBIT E. 

     3. Definitions. The
following initially capitalized terms shall have the following meanings when
used in this Lease: 

         
A. Alterations. Any
alterations, additions or improvements made in, on or about the Building or the
Premises after the Commencement Date, including, but not limited to, lighting,
heating, ventilating, air conditioning, electrical, telecommunication cabling,
partitioning, drapery and carpentry installations. 

         
B. Building. That certain
building on the Property, commonly known as 149 Commonwealth Drive, Menlo Park,
California 94025, containing an aggregate rentable area in the approximate
amount set forth in section C.1.c. of the Information Sheet. 

         
C. CC&R’s. The
declaration of covenants, conditions, restrictions and easements contained in
that certain Grant Deed dated May 12, 1965 established by David D. Bohannon and
Ophelia E. Bohannon and recorded on May 14, 1965 in Book 4953 at page 326 et.
seq., of the Official Records of San Mateo County, California, as they may be
amended from time to time. Tenant hereby acknowledges that it has received and
read a copy of the present CC&R’s. 

         
D. City. The City of
Menlo Park, in the State of California. 

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E. Commencement Date. The Commencement Date of this Lease shall be the
first day of the Lease Term determined in accordance with Paragraph 4.B.


         
F. County. The County of
San Mateo, in the State of California. 

         
G. HVAC. Heating,
ventilating and air conditioning. 

         
H. Interest Rate.
Interest Rate shall have the
meaning set forth in Paragraph 44. 

         
I. Landlord’s Agents.
Landlord’s authorized agents, together with any partners and any subsidiary,
parent, and affiliate corporations, partnerships, limited liability partnerships
or limited liability companies of Landlord, and any directors, officers,
shareholders, members, managers, partners and employees of Landlord or of any
such agents, partners, or subsidiary, parent or affiliate corporations,
partnerships, limited liability partnerships or limited liability companies.


         
J. Monthly Rent. The rent
payable pursuant to Paragraph 5.A., as adjusted from time to time pursuant to
the terms of this Lease. Such amount includes monthly Base Rent (as defined in
section C.6 of the Information Sheet), the Monthly Operating Expense
Reimbursement, as provided in such Paragraph 5.A(ii), and the Tenant Improvement
Allowance Reimbursement, as provided in such Paragraph 5.A(iii). 

         
K. Outside Area. All
areas and facilities within the Property, but outside the Building, provided and
designated by Landlord for the general use and convenience of Tenant and other
tenants and occupants of the Building, including, without limitation, the
parking areas, access and perimeter roads, sidewalks, landscaped areas, service
areas, trash disposal facilities, and similar areas and facilities, and the
exterior walls and windows of the Building, subject to the reasonable rules and
regulations and changes therein from time to time promulgated by Landlord
governing the use of the Outside Area. The current rules and regulations are set
forth on EXHIBIT E. 

         
L. Permitted Transferees.
Such term has the meaning given to it in paragraph 27(i). 

         
M. Project. The Property,
Building (including the Premises), and Outside Area. 

         
N. Property. That certain
real property, described in EXHIBIT B upon which is
located the Building. 

         
O. Real
Property Taxes. Any form of
assessment, license, fee, rent tax, real property tax, taxes, levy, interest or
penalty (unless a result of Tenant’s delinquency), or tax (other than net
income, estate, succession, inheritance, transfer or franchise taxes), imposed
by any authority having the direct or indirect power to tax, or by any city,
county, state or federal government or any improvement or other district or
division thereof, whether such tax is: (i) determined by the value or area of
the Project or any part thereof (or any improvements now or hereafter made to
the Project or any portion thereof by Landlord, Tenant or other tenants) or the
rent and other sums payable hereunder by Tenant or by other tenants, including,
but not limited to, Tenant’s gross income or Tenant’s excise tax levied by any
of the foregoing authorities with respect to receipt of such Tenant Rent or
Subrent or other sums due under this Lease; (ii) upon any legal or equitable
interest of Landlord in the Project or any part thereof; (iii) upon this
transaction or any document to which Tenant is a party creating or transferring
any interest in the Project; (iv) levied or assessed in lieu of, in substitution
for, or in addition to, existing or additional taxes against the Project whether
or not now customary or within the contemplation of the parties; (v) assessed
for the purpose of constructing or maintaining or reimbursing the cost of
construction of any streets, utilities or other public improvements; or (vi)
surcharged against the parking area or (vii) levied upon any improvements to the
Property or personal property of Landlord or Tenant located on or used
exclusively in connection with the operation of the Project.

-3- 







         
P. Rent. Monthly Rent plus any other amounts payable by Tenant under this Lease,
all other such amounts being additional rent hereunder for all purposes.


         
Q. Sublet. Any assignment
or transfer of any estate or interest in this Lease; any subletting or parting
with or sharing of the occupation, control, or possession of the Premises, or of
any part thereof or any right or privilege appurtenant thereto; allowing anyone
to conduct business at or from the Premises (whether as concessionaire,
franchisee, licensee, permittee, subtenant or otherwise); if Tenant is a
corporation, any transfer of the effective voting control of Tenant; if Tenant
is a partnership or limited liability company, any transfer of forty percent
(40%) or more, in the aggregate, of the interests in either capital or profits
of Tenant; any other transfer by voluntary or involuntary act or by operation of
law (including by merger or consolidation); or any attempt to do any of the
foregoing. 

         
R. Subrent. Any
consideration of any kind (cash, non-cash or general intangibles) received, or
to be received, by Tenant from a subtenant if such sums are related to Tenant’s
interest in this Lease or in the Premises. 

         
S. Subtenant. The person
or entity with whom a Sublet agreement is proposed to be or is made. 

         
T. Tenant Improvements.
Those certain improvements to the Premises to be
constructed by Landlord pursuant to EXHIBIT C, together with
any future Alterations permitted under this Lease. 

         
U. Tenant’s Agents.
Tenant’s agents, together with any subsidiary, parent and affiliates, and any
employees, officers, directors, shareholders, members, managers, partners,
contractors, representatives, invitees and licensees of Tenant or such
subsidiary, parent or affiliate.

-4- 







         
V. Tenant’s Building Percentage. The percentage determined by dividing the
approximate rentable square footage of the Premises by the approximate total
rentable square footage of the Building. Tenant’s Building Percentage is
currently agreed to be the percentage set forth in section C.5. of the
Information Sheet. 

         
W. Tenant’s Personal Property. Tenant’s trade fixtures, furniture, equipment and other personal
property in the Premises. 

         
X. Term. The term of this
Lease set forth in Paragraph 4.A., as it may be sooner terminated under the
terms hereof or as it may be extended hereunder pursuant to any options to
extend granted herein or by any written amendments to or extensions of this
Lease. 

     4.
Lease
Term. 

         
A.
Term. The Term shall be the period set forth in
section C.3 of the Information Sheet, commencing on the Commencement Date, as
defined below, and ending at midnight on the last day of such period, unless the
Term is extended or sooner terminated, as hereinafter provided. 

         
B.
Commencement Date. Commencement Date shall be defined to mean the earliest to occur of the
following: 

              
(i) the date Tenant commences occupancy under this Lease of any portion
of the Premises for the conduct of its business; or 

              
(ii) the Estimated Commencement Date specified in section C.4. of the
Information Sheet. 

     If
for any reason Landlord does not or cannot deliver possession of all or any
portion of the Premises to Tenant by the Estimated Commencement Date, Landlord
shall not be subject to any liability therefore, nor shall such failure affect
the validity of this Lease or the obligations of Tenant hereunder, provided that
such delay does not exceed thirty (30) days from the Estimated Commencement
Date, but in such case, Tenant shall not be obligated to pay any Monthly Rent
hereunder, until the date that Landlord delivers possession of the entire
Premises to Tenant (which date shall then be deemed the Commencement Date). No
such delay or adjustment in the Commencement Date shall alter the validity of
this Lease or the nature or term of the obligations of Tenant hereunder, nor
shall any such delay or adjustment cause the expiration date of this Lease to be
later than July 12, 2014. If for any reason Landlord does not deliver possession
of all or any portion of the Premises to Tenant for a period exceeding thirty
(30) days from the Estimated Commencement Date, Tenant shall be entitled to
terminate this Lease with respect to that portion of the Premises not delivered,
and its obligations under this Lease shall cease with respect to, such portion
of the Premises. Except as set forth in the Work Letter with respect to the
hanging conference room wall, if Landlord fails to deliver at least ninety
percent (90%) of the Premises by the Estimated Commencement Date, Tenant shall
be entitled to terminate this Lease in its entirety. If Landlord fails to
deliver the Premises in its entirety within ninety (90) days after the Estimated
Commencement Date, Tenant shall be entitled to terminate this Lease in its
entirety.

-5- 







          C. Commencement Date
Memorandum. When the actual
Commencement Date is determined, the parties shall execute a Commencement Date
Memorandum, in the form attached hereto as EXHIBIT D, setting forth the Commencement Date and Expiration Date. 

         
D.
Early Entry. After receipt of a Certificate of Insurance from Tenant, Landlord shall
permit Tenant to enter upon the Premises from and after the date of full
execution of this Lease for the purpose of monitoring the planning and
construction of the Tenant Improvements consisting of the Initial Installation
by Landlord, in accordance with the provisions of EXHIBIT C, installing its furniture, fixtures and telephone, internet and data
communications cabling and wiring, excluding the conduct of its business. Such
early entry shall be at Tenant’s sole risk and subject to all the terms and
provisions hereof, except for the payment of Monthly Rent which shall commence
on the date set forth in Paragraph 4.B. Whereupon certain Suites are currently
occupied by other tenants, immediately upon vacation of such Suites by the
existing tenants, Tenant will be granted access to such Suites. With respect to
Suites not currently occupied by other tenants, Tenant will be granted access
immediately upon execution of this Lease and provision of a Certificate of
Insurance as set forth herein. Upon reasonable prior written notice to Landlord,
and subject to Landlord’s completion of any Tenant Improvements requested by
Tenant pursuant to EXHIBIT
C with respect thereto, Tenant
will have the right to occupy Suite 2118 up to ninety (90) days prior to the
Commencement Date. Should Tenant request occupancy of Suite 2118 prior to the
Commencement Date, the parties will agree in writing upon a date certain for the
commencement of such occupancy, and the rights and obligations of the Parties
pursuant to this Lease with respect to Suite 2118, including, without
limitation, Tenant’s obligation to pay Rent with respect to Suite 2118, shall be
effective upon the date of such occupancy. Early occupancy by Tenant of any
portion of the Premises, including Suite 2118, shall not cause the expiration
date of this Lease to be later or earlier than July 12, 2014.

         
E.
Option To Extend. 

              
(i) Conditions to Exercise of Option. Provided that Tenant is not in Default under this Lease at the time of
exercise of the option to extend or at the commencement of the extension term,
Tenant shall have the right to extend the Term of this Lease for an additional
period of two (2) years (“Extension Term”)
commencing on August 1, 2014. 

              
(ii) Notice of
Exercise. If Tenant elects to
extend this Lease for the Extension Term, Tenant shall deliver written notice
(“Exercise Notice”) of its exercise to Landlord not earlier than
two hundred seventy (270) days prior to the Expiration Date of the initial Term
of this Lease and not less than one hundred eighty (180) days prior to the
Expiration Date of the initial Term of this Lease. Tenant’s failure to deliver
the Exercise Notice in a timely manner shall be deemed a waiver of Tenant’s
rights to extend the Term of this Lease.

-6- 







              
(iii) Terms of the Extension Term. The delivery of an Exercise Notice shall constitute an irrevocable
election by Tenant to extend the Term of the Lease upon the terms, covenants and
conditions set forth herein. The terms, covenants and conditions applicable to
the Extension Term shall be the same terms, covenants and conditions of this
Lease except that (i) Tenant shall not be entitled to any further option to
extend after the Extension Term; (ii) the Monthly Base Rent for the Extension
Term shall be adjusted as provided in Paragraph 5.D.; and (iii) no provisions
relating to the initial delivery of the Premises to Tenant (including, but not
limited to, any TI Allowance provisions) shall be applicable to the Extension
Term if the Extension Term is exercised.

              
(iv) Extension Option
Personal to Original Tenant. The
option to extend granted to Tenant pursuant to this Paragraph 4.E. shall not be
assignable to any successor or assign of Tenant except for a Permitted
Transferee, and shall terminate at the option of Landlord, if, at any time
during the initial Term of this Lease, Tenant has subleased all or any portion
of the Premises to any other party except for a Permitted Transferee. The
foregoing right of termination shall only apply to that portion of the Premises
subleased to a third party other than a Permitted Transferee, and shall survive
with respect to any other portion of the Premises not so subleased by Tenant.


     5.
Rent.

          A. Monthly
Rent.

     Tenant shall pay the First Month’s Base Rent by the Commencement Date.
Notwithstanding the foregoing, the parties acknowledge and agree that under that
certain Office Lease Agreement dated May 1, 2007 by and between the parties (the
“2007 Lease”), Tenant has previously paid in full all rent due with respect to
Suite 2070 up to and including July 31, 2012. Accordingly, no Base Rent shall be
due under this Lease by Tenant with respect to Suite 2070 from the Commencement
Date up to and including July 31, 2012. Thereafter, on or before the first day
of each calendar month, without prior notice or demand, deduction or offset,
Tenant shall pay Monthly Rent to Landlord, in lawful money of the United States
at the Office of the Landlord specified in section C.11. of the Information
Sheet, or to such other place or person as Landlord may designate in the manner
set forth in Paragraph 31. Monthly Rent shall consist of the sum of the
following: 

              
(i) Base
Rent. Base Rent in the amount
specified in section C.6. of the Information Sheet.; and 

              
(ii) Monthly Operating
Expense Reimbursement.
The Monthly Operating Expense
Reimbursement (“Monthly
Operating Expense Reimbursement”)
shall equal to one twelfth (1/12) of Tenant’s Building Percentage of the amount
by which Landlord’s estimate of the Operating Expenses for the relevant calendar
year of the Term exceeds the Base Year Operating Expenses, as such terms are
defined in Paragraph 15.

-7- 







              
(iii) Tenant Improvement Allowance
Reimbursement.
The Tenant Improvement Allowance
Reimbursement (“Tenant Improvement
Allowance Reimbursement”) shall
equal, for every * dollar ($*) per square foot of Tenant Improvement Allowance
utilized by Tenant in accordance with EXHIBIT C, the amount of * ($*) divided by the number of months remaining in the
Term at the time such Tenant Improvement Allowance is utilized, multiplied by
the rentable area specified in section C.2.a. of the Information Sheet.
Reimbursement of any Tenant Improvement Allowance hereunder shall commence with
the first payment of Monthly Rent due immediately after utilization of the
Tenant Improvement Allowance by Tenant. 

         
B.
Prorations.

     If the Commencement Date is not the first
(1st) day of a month, or if the termination date is not the last day of a month,
a prorated monthly installment based on a thirty (30) day month shall be paid
for the fractional month during which this Lease commences or
terminates. 

         
C.
Periodic
Adjustments.

     There shall be no periodic adjustments to
the monthly Base Rent to be paid by Tenant during the Term of this Lease.


         
D.
Determination of Monthly Base Rent
During Extension Term.

              
(i) Extension Term
Initial Monthly Base Rent.
The monthly Base Rent payable during the first year of the Extension Term (the
“Extension Term Initial Monthly Base Rent”) shall be the then-prevailing fair
market rental value for the comparable space located in the Menlo Park area, but
in no event be less than the monthly Base Rent as provided in section C.6 of the
Information Sheet, or greater than one hundred and twenty percent (120%) of the
monthly Base Rent as provided in section C.6 of the Information Sheet. The
Extension Term Initial Monthly Base Rent shall increase by three percent (3%) on
an annual basis.

____________________


	*	      	Certain
      information on this page has been omitted and filed separately with the
      Commission. Confidential treatment has been requested with respect to the
      omitted portions.



-8- 







              
(ii) Fair Market Rental Value. Fair Market Rental Value as used herein shall
mean: 100% of the monthly base rent and other amounts new tenants are then
generally agreeing to pay under leases then being executed or renewed for
comparable, improved office space in the Highway 101/Menlo Park submarket for
office space. In determining the fair market rental value of the Premises during
the Extension Term, consideration shall be given to all relevant factors,
including, without limitation, such factors as credit-worthiness of the tenant,
the duration of the term, any rental or other concessions granted, whether a
broker’s commission or finder’s fee will be paid, responsibility for Operating
Expenses, the uses of the Premises permitted under this Lease and the quality,
condition, size, design and location of the Premises. Notwithstanding anything to the contrary
contained in this Lease, the Base Year for the Extension Term for purposes of
determining Tenant’s share of Monthly Operating Expenses during the Extension
Term shall be the calendar year in which the Extension Term commences.


              
(iii) Landlord and
Tenant to Seek to Agree.
Landlord and Tenant shall have thirty (30) days after Landlord receives the
Exercise Notice in which to seek to agree on the Extension Term Initial Monthly
Base Rent. If Landlord and Tenant agree on the Extension Term Initial Monthly
Base Rent during such thirty (30) day period (or at any time thereafter), they
shall promptly execute an amendment to this Lease confirming the Extension Term
Initial Monthly Base Rent as so agreed as the monthly Base Rent for the first
year of the Extension Term.

              
(iv) Selection of
Brokers to determine the Extension Term Initial Monthly Base Rent. If Landlord and Tenant are unable to agree on the Extension Term
Initial Monthly Base Rent within the thirty (30) day period, then within ten
(10) days after the expiration of the thirty (30) day period, Landlord and
Tenant each, at its cost and by giving notice to the other party, shall appoint
a licensed commercial real estate broker with at least five (5) years’ full-time
commercial brokerage experience in the geographical area of the Project (a
“Broker”) to evaluate and set the Extension Term Initial
Monthly Base Rent. If either Landlord or Tenant does not appoint a Broker within
ten (10) days after the other party has given notice of the name of its Broker,
the single Broker appointed shall be the sole Broker and shall set the Extension
Term Initial Monthly Base Rent. If two (2) Brokers are appointed by Landlord and
Tenant as stated in this Paragraph, they shall meet promptly and attempt to set
the Extension Term Initial Monthly Base Rent. If the two (2) Brokers are unable
to agree within thirty (30) days after the second Broker has been appointed,
they shall attempt to select a third Broker meeting the qualifications stated in
this Paragraph (with the additional qualification that such third Broker shall
have had no prior, current, or presently committed future business or personal
relationship with either Landlord or Tenant) within ten (10) days after the last
day the two (2) Brokers are given to set the Extension Term Initial Monthly Base
Rent; provided, however, if the two Broker’s proposed Extension Term Initial
Monthly Base Rent figures are ten percent (10%) or less apart, the two figures
shall be added together and such total be divided by two to determine the
Extension Term Initial Monthly Base Rent. If they are unable to agree on the
third Broker, either Landlord or Tenant, by giving ten (10) days’ notice to the
other party, can apply to the then Presiding Judge of the Superior Court of San
Mateo County for the selection of a third Broker who meets the qualifications
stated in this Paragraph. Landlord and Tenant each shall bear one-half (1/2) of
the cost of appointing the third Broker and of paying the third Broker’s fee.
Any time period set forth herein may be extended if mutually agreed in writing
by the parties, to allow for further negotiation.

-9- 







              
(v) Value Determined by Three (3)
Brokers. Within thirty (30)
days after the selection of the third Broker, a majority of the Brokers shall
set the Extension Term Initial Monthly Base Rent. If a majority of the Brokers
is unable to set the Extension Term Initial Monthly Base Rent within the
stipulated period of time, the three (3) evaluations shall be added together and
their total divided by three (3); the resulting quotient shall be the Extension
Term Initial Monthly Base Rent for the Premises. If the low evaluation is more
than ten percent (10%) lower than the middle evaluation, the low evaluation
shall be disregarded; if the high evaluation is more than ten percent (10%) higher than the middle
evaluation, the high evaluation shall be disregarded. If only one (1) evaluation
is disregarded, the remaining two (2) evaluations shall be added together and
their total divided by two (2); the resulting quotient shall be the Extension
Term Initial Monthly Base Rent for the Premises. If both the low evaluation and
the high evaluation are disregarded as stated in this Paragraph, the middle
evaluation shall be the Extension Term Initial Monthly Base Rent for the
Premises.

              
(vi) Notice to Landlord
and Tenant. After the
Extension Term Initial Monthly Rent for the first year of the Extension Term has
been set, the Brokers shall notify Landlord and Tenant immediately and Landlord
and Tenant shall promptly execute an amendment to this Lease confirming the
Extension Term Initial Monthly Rent as so determined as the Monthly Rent for the
first year of the Extension. 

     6.
Late Payment
Charges. TENANT ACKNOWLEDGES THAT LATE PAYMENT BY TENANT TO LANDLORD OF RENT AND OTHER
CHARGES PROVIDED FOR UNDER THIS LEASE WILL CAUSE LANDLORD TO INCUR COSTS NOT
CONTEMPLATED BY THIS LEASE, THE EXACT AMOUNT OF SUCH COSTS BEING EXTREMELY
DIFFICULT OR IMPRACTICABLE TO FIX. THEREFORE, IF ANY INSTALLMENT OF RENT OR ANY
OTHER CHARGE DUE FROM TENANT IS NOT RECEIVED BY LANDLORD WITHIN TEN (10) DAYS
FOLLOWING THE DATE OF LANDLORD’S DELIVERY OF WRITTEN NOTICE TO TENANT STATING
THAT SUCH AMOUNT WAS NOT RECEIVED ON OR BEFORE THE DATE DUE, TENANT SHALL PAY TO
LANDLORD AN ADDITIONAL SUM EQUAL TO
FIVE PERCENT (5%) OF THE AMOUNT OVERDUE AS A LATE CHARGE. THE PARTIES AGREE THAT
THIS LATE CHARGE REPRESENTS A FAIR AND REASONABLE ESTIMATE OF THE COSTS THAT
LANDLORD WILL INCUR BY REASON OF THE LATE PAYMENT BY TENANT. SUCH LATE CHARGE
SHALL BE IN ADDITION TO, AND NOT IN LIEU OF, ANY INTEREST THAT MAY ACCRUE ON ANY
SUCH OVERDUE AMOUNT PURSUANT TO THE PROVISIONS OF PARAGRAPH 44.

-10- 







Initials: 

	/s/ Richard
      Schlenker	      	/s/ John A.
    Scarlett
	Landlord		Tenant



     7.
Security
Deposit. No security deposit shall be required by this
Lease.

     8. Holding Over.
If Tenant remains in
possession of all or any part of the Premises after the expiration of the Term, without the consent of
Landlord, such tenancy shall be from month-to-month only and not a renewal
hereof or any extension for any further term, and in such case, Monthly Rent
shall be increased to an amount equal to one hundred fifty percent (150%) of the Monthly Rent paid during the last
month of the Term and all other sums due hereunder shall be payable in the
amount and at the time applicable at the time of expiration and at the time
specified in this Lease and such month-to-month tenancy shall be subject to
every other term, covenant and agreement of this Lease, excluding any option to
extend the Term. In addition, Tenant shall defend, indemnify and hold Landlord, and Landlord’s Agents
free and harmless from and against any claim, loss, liability, expense or
damage, including reasonable attorneys’ fees and costs, arising out of Tenant’s
failure to surrender the Premises at the expiration of the Term, including,
without limitation, any such damages resulting from Landlord’s inability to
honor its commitments to any other tenant for the Premises. 

     9. Tenant Improvements.
Landlord shall provide, for
Tenant’s benefit, the Tenant
Improvement Allowance set forth in Paragraph 2(f) of the Work Letter attached
hereto as EXHIBIT
C. Tenant shall have the right,
but not the obligation, to utilize some or all of such Tenant Improvement
Allowance for the purpose of constructing any Tenant Improvements permitted
under this Lease (including, without limitation, the Initial Installation (as
defined by the Work Letter) or any future Alterations). Landlord and Tenant
agree to the terms and procedures for the planning, construction and funding of
the construction of the Tenant Improvements comprising the Initial Installation
as set forth in EXHIBIT
C. 

     10. Condition of Premises.
Landlord represents and
warrants that the Building complied with all local and state codes and
ordinances and all American with Disabilities Act requirements at the time of
construction in 1989 and has been maintained in compliance with the foregoing.
Notwithstanding anything to the contrary set forth in this Lease, should
applicable law or any government agency require modification of the Outside Area
or common space within the Building, or of the Premises, to permit use of
thereof for general office purposes, such modifications will be at Landlord’s
sole cost. By taking possession of the Premises, Tenant shall be deemed to have
accepted the Premises in “As Is” condition (except for the Initial Installations
as set forth in Exhibit C), in good, clean and completed condition and repair,
subject to all applicable laws, codes and ordinances. Tenant acknowledges that,
except as expressly set forth in this Lease, neither Landlord nor Landlord’s
Agents have made any representations or warranties as to the suitability or
fitness of the Premises or any other part of the Project (including, without
limitation, the intra-building network cabling) for the conduct of Tenant’s
business or for any other purpose, nor has Landlord or Landlord’s Agents agreed
to undertake any Alterations or construct any Tenant Improvements to the Premise
except as expressly provided in EXHIBIT
C of this
Lease.

-11- 







     11.
Use of the
Premises.

         
A.
Tenant’s Use. Tenant shall use the Premises solely for general office purposes and
shall not use the Premises for any other purpose without obtaining the prior
written consent of Landlord, which Landlord may withhold in its sole and
absolute discretion. Tenant agrees that the Property is subject and this Lease
is subordinate to the CC&R’s, a copy of which has been provided to Tenant.
Tenant acknowledges that it has read the CC&R’s and knows the contents
thereof. Throughout the Term, Tenant shall faithfully and timely perform and
comply with the CC&R’s and any modification or amendments thereof, provided
that Tenant is notified thereof by Landlord. Tenant shall comply with all duly adopted rules, regulations
and restrictions as may be adopted from time to time by any committee
established pursuant to the CC&Rs (“Association”), provided that Tenant is
notified thereof by Landlord. Any periodic or special dues or Outside Area
assessments of the Association shall be included within the definition of
Operating Expenses pursuant to Paragraph 15.B. and Tenant shall pay Tenant’s
Building Percentage of such amounts over the Base Year amounts as further set
forth in Paragraph 15. Tenant shall defend, indemnify and hold Landlord, and
Landlord’s Agents free and harmless from and against any claim, loss, liability,
expense or damage, including reasonable attorneys’ fees and costs, arising out
of the actual or asserted failure of Tenant to perform or comply with the
CC&R’s. Tenant shall not permit or make any use of the Premises which will
increase the existing rate of insurance upon the Project, or cause the
cancellation of any insurance policy covering the Project, or any part thereof.
If the existing rate of insurance shall be increased or any insurance policy
covering the Project is canceled as a result of Tenant’s or Tenant’s Agent’s
acts or omissions, then Landlord, in addition to such remedies as Landlord may
have under this Lease or pursuant to law or equity, shall be entitled to
reimbursement from Tenant within ten (10) days after receipt of written demand
therefor for the entire amount of said increase or any additional amount which
must be paid for a new insurance policy. 

-12- 







         
B.
Compliance. Tenant shall not use the Project or permit Tenant’s Agents to do anything
in or about the Project in conflict with any law, statute, zoning restriction,
ordinance or governmental law, rule, regulation or requirement of duly
constituted public authorities now in force or which may hereafter be in
force, or the requirements of the Board of Fire Underwriters or other similar
body now or hereafter constituted relating to or affecting the condition, use or
occupancy of the Project. If any law, statute, zoning restriction, ordinance or
governmental law, rule, regulation or requirement of duly constituted public authorities requires any capital
improvement to the Premises or the Building solely as the result of Tenant’s
particular use of the Premises, then Tenant shall be responsible for the same
(or at the election of Landlord, for reimbursing Landlord for the cost of
performing the same); provided, however, that if such capital improvement is so
required for any reason other than Tenant’s particular use of the Premises, then
Landlord shall be responsible for the same, at Landlord’s sole cost and expense,
subject to Landlord’s right to include such amounts as Operating Expenses on an
amortized basis as provided in Paragraph 15.B. Tenant shall not abandon the
Premises; provided, however, that if Tenant vacates the Premises while
performing all of Tenant’s other obligations under this Lease, such vacation
shall not be deemed an abandonment and a Default hereunder. Tenant shall not
commit any public or private nuisance or any other act or practice which might
or would disturb the quiet enjoyment of any other tenant of Landlord or any
occupant of nearby properties. Tenant shall place no loads upon the floors,
walls or ceilings in excess of the maximum designed load determined by Landlord
or which endanger the structure; nor place any harmful liquids in the drainage
systems; nor dump or store waste materials or refuse or allow such to remain
outside the Building proper, except in the enclosed trash areas provided. Tenant
shall not store or permit to be stored or otherwise placed any material of any
nature whatsoever outside the Building. If as a result of any Tenant-specific
use or change in Tenant-specific use of the Premises by Tenant, any alterations
are required to the Premises, the Building or the Project by applicable laws,
including, without limitation, the Americans with Disabilities Act or any state
or local building, fire or safety codes, ordinances or regulations, Tenant shall
be responsible for the same (or at the election of Landlord, for reimbursing
Landlord for the cost of performing the same). Except as expressly set forth in
this Lease, any alterations required to the Premises, the Building or the
Project by applicable laws, including, without limitation, The Americans with
Disabilities Act or any state or local building, fire or safety codes,
ordinances or regulations, shall be at Landlord’s cost.

-13- 







          C. Toxic Material. Tenant, at its sole cost, shall comply with and cause
Tenant’s Agents to  comply with all laws relating to the storage, use and disposal of hazardous,  toxic or radioactive
matter, including those materials identified in Sections  66680 through 66685 of Title 22 of the California Administrative
Code, Division  4, Chapter 30 (“Title 22”) as they may be amended from time to time  (collectively, “Toxic
Materials”). If Tenant or Tenant’s Agents desire to store,  use or dispose of any Toxic Materials in, on or about
the Premises (other than  the storage and use of reasonable quantities of customary office supplies),  Tenant shall first
request and obtain Landlord's approval to such proposed  storage, use or disposal in writing, which request must be made at
least ten  (10) days prior to the storage, use or disposal thereof in, on or about the  Premises. Whether or not Landlord is
aware or approves of the storage, use or  disposal of any Toxic Material by Tenant or Tenant’s Agents, Tenant shall be
solely responsible for and shall defend, indemnify and hold Landlord and  Landlord's Agents harmless from and against all
claims, costs and liabilities,  including reasonable attorneys' fees and costs, arising out of or in connection  with the
storage, use, generation, transportation, disposal or release of Toxic  Materials by Tenant or Tenant’s Agents,
including without limitation, any such  claims, costs, damages and liabilities (including reasonable attorneys' fees and
costs) arising out of or in connection with any investigation, testing,  remediation, removal, clean-up and/or restoration
services, work, materials and  equipment necessary to return the Premises and any other property of whatever  nature to their
condition existing prior to the storage, use, generation,  transportation, disposal or release of Toxic Materials by Tenant
or Tenant’s  Agents in, on or about the Premises or the Project, and to otherwise  satisfactorily investigate and
remediate the contamination arising therefrom to  the reasonable satisfaction of Landlord and all governmental authorities.
The  foregoing indemnification obligation shall likewise apply to Landlord with  respect to Tenant and Tenant’s Agents,
as to any Toxic Materials maintained in  the Building by Landlord. If at any time during or after the term of this Lease,  as
it may be extended, Tenant becomes aware of any injury, investigation,  administrative proceeding, or judicial proceeding
regarding the storage, use or  disposition of any Toxic Materials by Tenant or Tenant's Agents on or about the  Premises or
the Project, Tenant shall within five (5) days after first learning  of such injury, investigation or proceeding give
Landlord written notice  advising Landlord of same. Tenant acknowledges receipt of a copy of that certain  June 1998 Focused
Environmental Site Assessment, 149 Commonwealth Drive, Menlo  Park, California, dated as of August 16, 1998, prepared by The
Gauntlett Group,  LLC, together with all attachments thereto (“Site Assessment”), that Landlord  previously made
available to Tenant, and which Tenant agrees to maintain in  confidence. In addition, Landlord utilizes Toxic Materials in
the operation of  its business. Landlord represents and warrants to Tenant that Landlord uses all  such Toxic Materials in
compliance with all applicable laws, rules, regulations  and ordinances.

          D. Transportation
Systems Management.
Tenant shall comply with the
requirements of the City or County mandated parking or transportation systems
management ordinances. 

         
E.
Rules and
Regulations.
The Rules and Regulations
for the Project in effect as of the Effective Date are attached hereto as
EXHIBIT E. Landlord reserves the right to adopt or amend
the Rules and Regulations from time to time in its reasonable discretion. Tenant
agrees that Tenant, its employees and agents and, to the extent Tenant can
require the same, its invitees, shall observe and perform the Rules and
Regulations as they may be amended or adopted. A breach of the Rules and
Regulations by Tenant or such persons shall constitute a Default under this
Lease as if the Rules or Regulations were contained in this Lease as covenants
of the Tenant. Tenant acknowledges that Landlord has no obligation to enforce,
and shall have no liability for non-enforcement of, the Rules and Regulations.
Notwithstanding the foregoing, in the event of any inconsistency between the
Rules and Regulations and the provisions of this Lease, the provisions of this
Lease shall control, and Landlord shall not enforce the Rules and Regulations in
a discriminatory manner.

-14- 







          12. Quiet
Enjoyment.
Landlord covenants that Tenant,
upon performing the terms, covenants and conditions of this Lease, shall have
quiet and peaceful possession of the Premises as against any person claiming the
same by, through or under Landlord. 

         
13.
Alterations. Landlord hereby consents to certain Tenant Improvements, on the terms and
subject to the conditions of Exhibit C. Tenant shall
not make or permit any Alterations in, on or about the Premises without the
prior written consent of Landlord, and according to plans and specifications
approved in writing by Landlord, which consent and approval shall not be unreasonably withheld, conditioned or
delayed. Except in the case of the Tenant Improvements which are the subject of
the Initial Installation, Landlord, at its sole option, may, however, require as
a condition to the granting of any such consent, that Tenant provide to
Landlord, at Tenant’s sole cost and expense, a lien and completion bond in an
amount equal to one and one-half (11⁄2) times any and all estimated costs of any
intended improvements to the Premises, to insure Landlord against any liability
for mechanics’ and materialmen’s liens and to insure completion of the work.
Except in the case of the Tenant Improvements which are the subject of the
Initial Installation, and unless otherwise agreed in writing by the parties,
Tenant shall, at its sole cost and expense, obtain all necessary permits and
governmental inspections and approvals required in connection with any
Alterations. All Alterations shall be installed at Tenant’s sole expense (except
as expressly set forth in this Lease), in compliance with all applicable laws
(including, but not limited to, The American With Disabilities Act, and any
state or local building, fire or safety codes, ordinances or regulations), the
Rules and Regulations and the CC&R’s, by Landlord’s contractor unless
otherwise agreed by the parties. All Alterations shall be done in a good and
workmanlike manner conforming in quality and design with the Premises existing
as of the Commencement Date, and shall not diminish the value of the Project.
All Alterations made by Tenant shall be and become the property of Landlord upon
installation and shall not be deemed Tenant’s Personal Property. Notwithstanding
any other provisions of this Lease, Tenant shall be solely responsible for the
maintenance and repair of any and all Alterations made by it to the Premises.
Tenant shall give Landlord written notice of Tenant’s intention to perform any
Alterations on the Premises at least twenty (20) days prior to the commencement
of such Alterations to enable Landlord to post and record an appropriate Notice
of Non-responsibility or other notice deemed proper before the commencement of
any such Alterations. 

-15- 







    
14.
Surrender of the
Premises. Tenant shall not be required to restore or remove,
or to pay Landlord for the restoration or removal of, any portion of the Initial
Installation (as defined by the Work Letter attached hereto as Exhibit C) or any
other improvement or alterations completed prior to the Commencement Date of
this Lease, including, without limitation, any improvements or alterations
completed or undertaken under the 2007 Lease, or future Alterations, provided
that such future Alterations are approved in writing by Landlord in advance,
such approval not to be unreasonably withheld. Except as permitted in
this Lease, upon the expiration or earlier termination of the Term, Tenant shall
surrender the Premises to Landlord in its condition existing as of the
Commencement Date, normal wear and tear and fire or other insured casualty for
which Tenant is not otherwise obligated under the provisions of Paragraph 18 to
repair excepted, with all interior areas cleaned. Any damage or deterioration of
the Premises shall not be deemed ordinary wear and tear if Tenant was
responsible for maintaining the same under the provisions of Paragraph 18 and if
the same could reasonably have been prevented by good maintenance practices by
Tenant. Except as otherwise stated in this Lease, Tenant shall leave the air
lines, power panels, electrical distribution systems, voice and data wiring,
lighting fixtures, air conditioning, window coverings, wall coverings, carpets,
wall paneling, ceilings, and plumbing on the Premises and in good operating
condition. Tenant shall prior to the expiration or termination of the Term
remove all Tenant’s Personal Property, including security wiring installed by
Tenant if requested by Landlord, and repair any damage and perform any
restoration work caused or necessitated by any such removal. If Tenant fails to
remove Tenant’s Personal Property, and such failure continues after the
termination of this Lease, Landlord may retain such property and all rights of
Tenant with respect to it shall cease, or Landlord may place all or any portion
of such property in public storage for Tenant’s account. Tenant shall be liable
to Landlord for costs of removal of Tenant’s Personal Property and storage and
transportation costs of same, and the cost of repairing and restoring the
Premises, together with interest at the Interest Rate from the date of
expenditure by Landlord until paid. 

     15.
Operating
Expenses.

         
A.
Payment by
Tenant. During the Term
of this Lease, Tenant shall pay to Landlord, as Rent on a monthly basis as set
forth in Paragraph 5.A (ii)., one-twelfth (1/12) of Tenant’s Building Percentage
of the amount by which Landlord’s estimate of the Operating Expenses for each
calendar year during the Term (after the Base Year) are estimated by Landlord to
exceed the Operating Expenses incurred by Landlord for the Base Year, as such
Base Year is specified in section C.8. of the Information Sheet
(“Base Year Operating
Expenses”). 


-16- 







         
B.
Operating
Expenses. The term
“Operating
Expenses” shall mean all
expenses, costs and disbursements (but not capital improvements except as
otherwise expressly provided below, or specific costs especially billed to and
paid by specific tenants) of every kind and nature which Landlord shall pay or
become obligated to pay because of or in connection with the ownership,
maintenance, repair or operation of the Project and such additional building or
Outside Area facilities in subsequent years as may be determined by Landlord to
be necessary or appropriate. Operating Expenses shall include, but not be
limited to, the following, all of which shall be included in the Base Year:


              
(i) Wages and salaries of all employees
engaged in the operation, maintenance and security of the Project, including
taxes, insurance and benefits relating thereto; and the rental cost and overhead
of any office and storage space used to provide such services; 

              
(ii) All supplies and materials used in operation, repair and maintenance
of the Project; 

              
(iii) Cost of all utilities, including surcharges, for the Project,
including the cost of water, sewer, gas, power, heating, lighting, air
conditioning and ventilating for the Project; 

              
(iv) Cost of all maintenance and service agreements for the Project and
the equipment thereon, including but not limited to, security and energy
management services, window cleaning, floor waxing, elevator maintenance,
janitorial service, engineers, gardeners, and trash removal services;


              
(v) Cost of all insurance which Landlord or Landlord’s lender deems
necessary or appropriate for the Project such as the cost of “All-Risk” property
insurance including, at Landlord’s option, earthquake and flood coverage,
insurance against loss of rents on an “All-Risk” basis, and a lender’s loss
payable endorsement in favor of any lenders with respect to the Project, and
naming Landlord and such lenders as insureds; and casualty and liability
insurance applicable to the Building, Property and Outside Area and Landlord’s
personal property used in connection therewith, naming Landlord and Landlord’s
Agents as named or additional insureds; 

              
(vi) Cost of repairs and general maintenance (excluding repairs and
general maintenance to the extent then paid by proceeds of insurance or other
third parties); 

              
(vii) A management fee of no more than three percent (3%) of annual gross
rentals generated by the Project (which management may be provided either by
Landlord, affiliates of Landlord and/or by third parties) (the “Management
Fee”), and with any space in the Project utilized by Landlord deemed to be
leased at the rate of Monthly Rent under this Lease (on a rentable square foot
basis); 

              
(viii) The costs of any additional services not provided to the Project
at the Commencement Date but thereafter provided by Landlord in its management
of the Building, Property or Outside Area; 

              
(ix) The cost of only those capital improvements (including interest)
made to the Project after the Effective Date that are (i) intended to reduce
other Operating Expenses (as to which the amortized cost to be included in
Operating Expenses in any year shall be limited to the actual reduction in
Operating Expenses during such year as a result thereof or (ii) are required to
be made in order to conform to any changes subsequent to the Commencement Date
in any applicable laws, ordinances, rules, regulations or orders of any governmental
agencies having jurisdiction over the Building or which enhance in any material
respect the general appearance or use of the Project or any portion thereof,
with the cost of such capital improvements described in clauses (i) and (ii)
above being amortized with interest at an annual rate of eight percent (8%)
simple over the period Landlord reasonably determines to be the useful life of
the capital improvement, consistent with applicable governmental requirements
and generally accepted accounting principles consistently applied; 

-17- 







              
(x) Real Property Taxes, as that term is defined in
Paragraph 16; and 

              
(xi) Assessments, dues and other amounts payable pursuant to the
CC&R’s, including any and all assessments and dues of the Association.


    
The cost of additional or extraordinary services requested by Tenant and
not paid or payable by Tenant pursuant to other provisions of this Lease shall
be payable by Tenant on a monthly basis. 


    
Operating Expenses shall not include: 

	           
    	(a)	      	the cost of any
      additional or extraordinary services provided to other tenants of the
      Building;
		 
		(b)		costs paid for
      directly by Tenant;
		 
		(c)		principal and interest
      payments on loans secured by deeds of trust recorded against the
      Project;
		 
		(d)		real estate sales or
      leasing brokerage commissions;
		 
		(e)		executive salaries of
      off-site personnel employed by Landlord except for the charge (or pro rata
      share) of the manager of the Project (which manager’s salary is not
      included within the Management Fee).
		 
		(f)		attorneys’ fees, costs
      and disbursements and other expenses incurred in connection with
      negotiations or disputes with Tenant, other occupants, or prospective
      tenant or occupants;
		 
		(g)		renovating or
      otherwise improving, decorating, painting or redecorating spaces for
      tenants or other occupants of the Project;
		 
		(h)		costs incurred due to
      violations by Landlord or any tenant of the terms and conditions of any
      lease;
		 
		(i)		advertising and
      promotional expenditures;


-18- 







	           
    	(j)	      	any fines or penalties
      incurred due to violations by Landlord of any law or governmental rule or
      authority;
		 
		(k)		the cost of any items
      for which the Landlord is actually reimbursed by condemnation proceeds,
      insurance carried (or required by this Lease to be carried and not so
      carried) or by warranty or for which Landlord is otherwise actually
      compensated;
		 
		(l)		costs for sculpture,
      painting or other objects of art;
		 
		(m)		charitable
      contributions;
		 
		(n)		any costs relating to
      Toxic Materials, asbestos and the like not resulting from actions of
      Tenant;
		 
		(o)		costs incurred by
      Landlord due to the negligence or misconduct of Landlord or its agents,
      contractors, licensees and employees or the violation by Landlord or any
      tenants or other occupants of the terms and conditions of any lease of
      space or other agreements including this Lease.


     The Landlord
shall not recover under this Section 15 or elsewhere in this Lease any item of
cost more than once.

         
C.
Adjustment.

              
(i) Projected
Increases. Prior to or at any time after the commencement of each calendar year
during the Term following the Base Year, Landlord
may provide Tenant with notice of Landlord’s reasonable estimate of the amount
by which the then current year’s Operating Expenses are projected, if at all, to
exceed the Base Year Operating Expenses (the “Projected Increase in Operating
Expenses”). Tenant shall thereafter during such year pay adjusted Monthly Rent
which shall include as the Monthly Operating Expense Reimbursement an amount
equal to one-twelfth (1/12) of Tenant’s Building Percentage multiplied by any
Projected Increase in Operating Expenses. 

-19- 







              
(ii) Accounting. Within ninety (90) days (or as soon thereafter as possible)
after the close of each calendar year after the Base Year, Landlord shall
provide Tenant a statement of (a) such year’s actual Operating Expenses, (b) the
Base Year Operating Expenses, (c) the amount, if any, by which the actual
Operating Expenses exceed the Base Year Operating Expenses (the “Actual Increase
in Operating Expenses”), (d) the amount equating to Tenant’s Building Percentage
of any Actual Increase in Operating Expenses and (e) the sum of any amounts
theretofore paid by Tenant as Monthly Operating Expense Reimbursements pursuant
to Paragraph 5.A. with respect to such year. If the amount set forth in clause
(d) above exceeds the amount set forth in clause (e) above, Tenant shall pay the
amount of such excess to Landlord within ten (10) days after receipt of
such statement, which obligation shall survive the expiration or earlier
termination of its Term of the Lease. If the amount set forth in clause (e)
above exceeds the amount set forth in clause (d) above, Landlord shall, within
thirty (30) days after the date of such statement, credit the amount of such
excess against the next accruing payment(s) of Monthly Operating Expense
Reimbursements or reimburse Tenant for same if this Lease has terminated prior
to the date such determination is made. If Tenant disputes the amount of the
Actual Increase in Operating Expenses stated in said statement, Tenant may
designate, within sixty (60) days after receipt of such statement, an
independent certified public accountant to inspect Landlord’s records, at
Tenant’s sole cost. Tenant is not entitled to request that inspection, however,
if Tenant is then in Default under this Lease. The accountant shall be a member
of a nationally recognized accounting firm and shall not charge a fee based on
the amount of the Actual Increase in Operating Expenses that the accountant is
able to save Tenant by the inspection. Such accountant and Tenant shall, at
Landlord’s option, prior to the occurrence of any such inspection, execute a
confidentiality agreement in form reasonably acceptable to the parties thereto
in which such accountant and Tenant agree to maintain Landlord’s books and
records and the results of such inspection in confidence. Tenant shall give
reasonable notice to Landlord of the request for inspection, and the inspection
shall be conducted in Landlord’s offices at a
reasonable time or times. If, after that inspection, Tenant still disputes the
Actual Increase in Operating Expenses, a certification of the proper amount
shall be made, at Tenant’s expense, by an independent certified public
accountant mutually acceptable to Landlord and Tenant. That certification shall
be final and conclusive. If any such certification demonstrates that Landlord’s
statement overstated the amount of the Actual Increase in Operating Expenses by
5% or more, Landlord shall credit or reimburse the reasonable cost of the audit
not to exceed $1,500.00 and the amount of Tenant’s Building Percentage thereof
against the next accruing payment(s) of Monthly Operating Expense Reimbursements
or reimburse Tenant for same if this Lease has terminated prior to the date such
determination is made. Such reimbursement is Tenant’s sole remedy for any error
in such statement from Landlord. 

              
(iii) Proration. Tenant’s liability to pay Tenant’s Building Percentage of
Operating Expenses in excess of Base Year Operating Expenses shall be prorated
on the basis of a 365-day year to account for any fractional portion of a year
included at the commencement or expiration of the term of this Lease.


              
(iv) Not Fully
Occupied. Notwithstanding any other provision to the contrary, it is agreed that if
the Building, in total, is less than ninety-five percent (95%) occupied during
all or any portion of any calendar year (including, without limitation, the Base
Year), an adjustment shall be made in calculating the Operating Expenses for the
Project for such year so that Tenant’s Percentage of Operating Expenses in
excess of the Base Year Operating Expenses shall be equivalent to the Operating
Expenses calculated as though the Building, in total, had been ninety-five
percent (95%) occupied during the entirety of such year. 

-20- 







              
(v) Survival. Landlord and Tenant’s obligation to pay for or credit any
increase or decrease in payments pursuant to this Paragraph shall survive the
expiration or termination of the Term of this Lease. 

          D.
Failure to Pay or Reimburse. Failure of Tenant to pay or by Landlord to reimburse any of the charges required to be
paid or reimburse under this Paragraph 15. shall constitute a breach of this Lease and Landlord’s remedies shall be as specified
in Paragraph 29.B. 

    
16.
Taxes and Assessments.

         
A.
Payment by Tenant. Except as provided for in Paragraph 16.C., Real Property
Taxes for the Project shall be included within Operating Expenses pursuant to
Paragraph 15.B. 

         
B.
Annual Assessments. With respect to any taxes or assessments which may be levied
against or upon the Project, or which under the laws then in force may be
evidenced by improvement or other bonds or may be paid in annual installments,
only the amount of such annual installment (with appropriate proration for any
partial year) and interest due thereon shall be included within the computation
of the annual taxes and assessments levied against the Project. 

         
C.
Taxes Levied Against Tenant’s Alterations and
Personal Property. In addition to Tenant’s obligation to pay its Building
Percentage of Operating Expenses over Base Year Operating Expenses as provided
in Paragraphs 15 and 16.A., (i) Tenant shall be responsible for and shall pay to
the taxing authority prior to delinquency to the extent Tenant is billed
directly, all Real Property Taxes assessed with respect to or against Tenant, or
any fixtures, equipment, facilities, furniture, Tenant Alterations or other
Personal Property owned by Tenant or placed, installed or located within, upon
or about the Premises by Tenant or at Tenant’s direction (collectively “Personal
Property Taxes”), and (ii) to the extent any Personal Property Taxes are billed
to Landlord and Landlord elects not to include such Personal Property Taxes in
Operating Expenses, Tenant shall be responsible for and shall pay to Landlord
within ten (10) days after written notice from Landlord, the amount of such
Personal Property Taxes so billed to Landlord. Tenant shall provide Landlord
with evidence of Tenant’s payment of the same upon Landlord’s request.


         
D.
Failure to Pay. Failure of Tenant to pay any of
the charges required to be paid under this Paragraph 16 shall constitute a
Default, and Landlord’s remedies shall be as specified in Paragraph 29.B.


    
17.
Utilities and Services. 

         
A.
Services Provided by Landlord. Landlord shall
provide heating, ventilation, air conditioning, security, janitorial and normal
office trash removal service, mail pickup and delivery (not to include postage),
reception service at the main Building lobby during
normal business hours as defined by Paragraph C.13 of the Information Sheet, and
such other services as are set forth in EXHIBIT F, and reasonable amounts of
electricity for normal lighting and office machines, water for reasonable and
normal drinking and lavatory use, and replacement light bulbs and/or fluorescent
tubes and ballasts for standard overhead fixtures. Except for those services as
to which costs are set forth in EXHIBIT F, costs of all such services shall be
included in Operating Expenses, pursuant to Paragraph 15.B. 

-21- 







          B.
Services Exclusive to
Tenant. Tenant shall pay for all telephone and other utilities and services
specially or exclusively supplied and/or metered exclusively to the Tenant,
together with any taxes thereon. Any such services that are not separately
metered to the Premises shall be included in Operating Expenses, pursuant to
Paragraph 15.B. 

         
C.
Hours of Service. Said services shall be provided
during generally accepted business days and hours or such other days or hours as
may hereafter be set forth. Utilities shall be provided on a twenty-four hour
basis, subject to the provision of this Paragraph 17. 

         
D.
Excess Usage by Tenant. Tenant shall not
have connection to the utilities except by or through existing outlets and shall
not install or use machinery or equipment in or about the Premises that uses
excess water, lighting or power, or suffer or permit any act that causes extra
burden upon the utilities or services, including but not limited to security
services, over standard office usage for the Project. Landlord shall require
Tenant to reimburse Landlord for any excess expenses or costs that may arise out
of a breach of this subparagraph by Tenant. Landlord may, in its sole
discretion, install at Tenant’s expense supplemental equipment and/or separate
metering applicable to Tenant’s excess usage or loading. 

         
E.
Interruptions. There shall be no abatement of
Rent and Landlord shall not be liable in any respect whatsoever for the
inadequacy, stoppage, interruption or discontinuance of any utility or service
due to riot, strike, labor dispute, breakdown, accident, repair or other cause
beyond Landlord’s reasonable control or in cooperation with governmental request
or directions.

         
F.
After Hours HVAC. No additional charge will be
levied by Landlord for occasional after hour use of HVAC. Tenant will use bypass
switches presently installed. In the event additional HVAC is required for an
individual area within the Premises, a separate HVAC unit with check meter will
be installed to record usage, at the sole expense of Tenant. Tenant will
reimburse Landlord at the rate charged by the utility company for this usage.


         
G.
Paging.
The paging system is divided into
sub-zones whereby Tenant will have the ability to page personnel within the
confines of the Premises. In the event of an emergency or building evacuation,
Landlord will have the capability to make paging
announcements in the Premises. Tenant shall not adjust, alter, or remove any
Landlord paging system equipment at any time.


-22- 







     18. Repair and Maintenance.

         
A.
Premises, Building and Outside
Area.

              
(i) Maintenance and Repair;
Landlord’s Obligations.
Landlord shall keep the Project, including
the Premises, interior and exterior walls, roof, and common areas and the equipment, whether used exclusively for Tenant
or in common with Landlord or other tenants, in good condition and repair;
provided, however, Landlord shall not be obligated to paint, repair or replace
wall coverings, or to repair or replace any Tenant Improvements, Alterations, or
any improvements that are not ordinarily a part of the Building or are above
then Building standards. Except as provided in Paragraph 25, there shall be no
abatement of Rent or liability of Tenant on account of any injury or
interference with Tenant’s business with respect to any improvements,
alterations or repairs made by Landlord to the Project or any part thereof.
Landlord shall be responsible for maintaining and repairing (a) the structural
parts of the Building, which structural parts include the foundation, roof and
subflooring of the Premises, the basic plumbing, heating, ventilating, air
conditioning and electrical systems installed or furnished by Landlord, and (b)
the Outside Area, except for any damage to Premises, Building or Outside Area
caused by the negligence or willful acts or omissions of Tenant or of Tenant’s
Agents, or by reason of the failure of Tenant to perform or comply with any
terms, conditions or covenants in this Lease, or caused by Alterations made by
Tenant or by Tenant’s Agents, which shall be Tenant’s responsibility. Except as
otherwise provided in Paragraph 15.B., all costs of repair and maintenance of
the Project shall be included in the Operating Expenses.

              
(ii) Janitorial
Services. Landlord shall cause janitorial and
normal office trash removal service to be
provided to the Premises five (5) days a week, Sunday through Thursday, and the
cost thereof shall be included in Operating Expenses under the provisions of
Paragraph 15.B. Coverage will not be provided on holidays observed by Landlord.


              
(iii) Tenant’s
Obligations. Notwithstanding Landlord’s obligation to keep the Premises in
good condition and repair, Tenant shall be responsible for payment of the cost
thereof to Landlord as additional rent for that portion of the cost of any
maintenance and repair of the Premises, or any equipment (wherever located) that
serves only Tenant or the Premises, to the extent such cost is attributable to
causes beyond normal wear and tear. Tenant shall be responsible for the cost of
painting, repairing or replacing wall coverings, and to repair or replace any
Tenant Improvements, Alterations and any other Premises improvements installed
by or for the Tenant that are not ordinarily a part of the Building or that are
above then Building standards. Landlord may, at its
option, upon reasonable notice, elect to have Tenant perform such maintenance or
repairs which are otherwise Tenant’s responsibility hereunder.


-23- 







              
(iv) Notice of
Repairs Needed. Landlord shall not be liable for any failure to make any of
the repairs or to perform any maintenance unless the failure shall persist for
an unreasonable time after written notice of the need of the repairs or
maintenance is given to Landlord by Tenant. For any HVAC failure affecting the
server room on the Premises or other failure involving life safety systems or
security, Landlord will make best efforts to respond within twenty-four (24)
hours. For any other repairs or maintenance, an “unreasonable amount of time”
will be determined by the circumstances, but in any event such repair or
maintenance will be undertaken within forty five (45) days after written notice
to Landlord by Tenant.

              
(v) No
Abatement. There shall be no abatement of Rent and no liability of Landlord by
reason of any injury to or interference with Tenant’s business arising from the
making of any repairs, alterations or improvements in or to, or maintenance of,
any portion of the Project, or any fixtures, appurtenances and equipment therein
provided Landlord makes reasonable efforts not to unduly interfere with Tenant’s
use and enjoyment of the Project.

         
B.
Control and Reconfiguration. Landlord shall at
all times have exclusive control of the Building (other than the Premises) and
the Outside Area and may at any time temporarily close any part thereof and
exclude and restrain anyone from any part thereof, and may change the design
configuration or location of the Building or the Outside Area. Without limiting
the generality of the foregoing statements, Landlord shall have the right, in
Landlord’s sole discretion, from time to time, to: 

              
(i) Make changes to the Building interior and exterior and Outside Area,
including, without limitation, changes in the location, size, shape, number, and
appearance thereof, including but not limited to the lobbies, cafeteria,
windows, stairways, air shafts, elevators, escalators, restrooms, driveways,
parking spaces, parking areas, loading and unloading areas, entrances and exits,
direction of traffic, decorative walls, landscaped areas and walkways; however,
Landlord shall at all times provide the parking facilities required by law;


              
(ii) Temporarily close any of the Outside Area for maintenance so long as
reasonable access to the Premises remains available; 

              
(iii) Add additional buildings and improvements to the Outside Area;


              
(iv) Use the Outside Area while engaged in making additional
improvements, repairs or alterations to the Project, or any portion thereof;


-24- 







              
(v) Do and perform such other acts and make such other
changes in, to or with respect to the Outside Area and Project as Landlord may,
in the exercise of sound business judgment, deem to be appropriate; and


              
(vi) Eliminate any of the additional services set forth on
EXHIBIT F. 



     Landlord shall further have the right to enter upon the Premises, as
provided in Paragraph 21, for the purpose of
installing, maintaining, repairing, adjusting and making connections to any
utilities (including but not limited to plumbing, HVAC, electrical, telephone,
and cable TV) serving the Premises or other spaces in the Building or for
gaining access to the structural portions of the Building and making alterations
thereto for the benefit of Tenant, Landlord or other occupants of the Building.
No such entry shall be considered a constructive or actual eviction of Tenant,
and Landlord shall have no liability to Tenant therefor, provided that Landlord
shall use commercially reasonable efforts to minimize interference with Tenant’s
operations. 

          C.
Waiver. Provided that repairs are
made by Landlord according to the provisions of Paragraph A(iv), Tenant waives
the provisions of all laws, statutes or ordinances, including Sections 1932(1),
1932(2), 1933(4), 1941 and 1942 of the California Civil Code and any similar or
successor law, which might now or at any time hereafter otherwise afford Tenant
any right to make repairs and deduct the expenses of such repairs from the Rent
due under this Lease. 

         
D.
Compliance with Governmental
Regulations. Subject to the provisions of Paragraphs 10 and 11, Tenant shall, at its
cost comply with, including the making by Tenant of any Alteration to the
Premises, all present and future regulations, rules, laws, ordinances, and
requirements of all governmental authorities (including, state municipal, county
and federal governments and their departments, bureaus, boards and officials)
arising from the use or occupancy of, or applicable to, the Project or
privileges appurtenant thereto (including, but not limited to, any state or
local building, fire or safety codes, ordinances or regulations).

         
E.
Repair Where Tenant at Fault. If all or part of
the Project or the Premises requires repair or becomes damaged or destroyed
through any act or omission of Tenant or Tenant’s Agents, Landlord may effect
the necessary alterations, replacements or repairs at Tenant’s cost. 

    
19.
Fixtures. Tenant shall, at its own expense, provide, install and maintain in good
condition all trade fixtures, equipment and other Tenant’s Personal Property
required in the conduct of its business in the Premises. All fixtures and
improvements, other than Tenant’s trade fixtures, furniture (not including
furniture owned by Landlord and used by Tenant) and equipment, which are
installed or constructed upon or attached to the Premises by either Landlord or
Tenant shall become a part of the realty and belong to Landlord. If Tenant is
not then in Default, Tenant may, at the termination of this Lease, or at any
other time, remove from the Premises all trade fixtures, furniture (not including furniture owned by Landlord and used by Tenant),
equipment and other Tenant’s Personal Property not permanently affixed to the
Premises. Upon removal, Tenant shall restore the Premises to its original
condition at the time of occupancy, Tenant Improvements, Alterations and normal
wear and tear excepted, subject
to the provisions of Paragraph 25.


-25- 







     20. Liens.
Tenant shall keep the Project free from any  liens arising out of any work performed, materials furnished or obligations
incurred by or on behalf of Tenant and shall defend, indemnify and hold the  Project, Landlord and Landlord’s Agents
free and harmless from and against any  lien, claim, cause of action, loss, liability, damage or expense, including
reasonable attorneys’ fees and costs, in connection with or arising out of any  such lien or claim of lien. Tenant shall
cause any such lien imposed to be  released of record by payment or posting of a proper bond acceptable to Landlord  within
ten (10) days after receipt of written request by Landlord. If Tenant  fails to so remove any such lien within the prescribed
ten (10) day period, then  Landlord may do so and Tenant shall reimburse Landlord upon demand. Such  reimbursement shall
include all sums incurred by Landlord including Landlord’s  reasonable attorneys’ fees, with interest thereon at
the Interest Rate.  

    
21.
Landlord’s Right to Enter the
Premises. Tenant shall permit Landlord and its Agents to enter the Premises at all
reasonable times with at least twenty-four (24) hours’ prior notice to Tenant,
with the exception of emergencies, to inspect the Premises, to post Notices of
Non-responsibility and similar notices, “For Sale” signs, to show the Premises
to interested parties such as prospective lenders and purchasers, to make
repairs or alterations to the Premises or the Building and any utility system
located therein, to discharge Tenant’s obligations hereunder when Tenant has
failed to do so within a reasonable time after written notice from Landlord, and
at any reasonable time within one hundred eighty (180) days prior to the
expiration of the Term, to place upon the Premises ordinary “For Lease” signs
and to show the Premises to prospective tenants. The above rights are subject to
reasonable security regulations of Tenant, and to the fact that Landlord shall
seek to exercise its rights in a manner so as to minimize interference with
Tenant’s business. 

    
22.
Signs.
Tenant shall not install any signs upon
the exterior of the Premises or the Project. Tenant shall not install any signs
on the interior of the premises without first obtaining Landlord’s written
consent, which shall not be unreasonably withheld or delayed. Landlord will
provide one line on a monument sign, at Landlord’s expense. Tenant may install
up to two building standard signs located at mutually acceptable locations
proximately outside Tenant’s suite, at Tenant’s expense. 


-26- 








    
23.
Insurance.

         
A.
Indemnification. 


              
(i) By Tenant. Tenant shall protect, defend, indemnify
and hold Landlord and Landlord’s Agents free and harmless from and against any
and all damage, loss, liability or expense including, without limitation,
reasonable attorneys’ fees, expert witness fees and legal costs suffered
directly or indirectly or by reason of any claim, cause of action, suit or
judgment brought by or in favor of any person or persons for damage, loss or
expense (any of the foregoing referred to herein as a “Claim”) due to, but not
limited to, bodily injury and property damage sustained by such person or
persons which arises out of, is occasioned by or in any way attributable to (i)
injury or damage occurring upon the Premises, (ii) the use or occupancy of the
Project or any part thereof and adjacent areas by the Tenant, or (iii) the acts
or omissions of the Tenant, its agents or employees or any contractors brought
onto the Project by Tenant, except to the extent caused by the gross negligence
or willful misconduct of Landlord or Landlord’s Agents.

              
(ii) By Landlord. Landlord shall protect, defend, indemnify and hold
Tenant and Tenant’s Agents free and harmless from and against any and all Claims
due to, but not limited to, bodily injury and property damage sustained by such
person or persons which arises out of, is occasioned by or in any way
attributable to the gross negligence or willful misconduct of Landlord or
Landlord’s Agents.

              
(iii) Landlord and Tenant agree that the indemnity obligations assumed
herein and in other provisions of this Lease shall survive the expiration or
earlier termination of the Term of this Lease.

         
B.
Tenant’s Insurance. Tenant shall maintain in full
force and effect at all times during the Term (including any extension(s)), at
its own expense, for the protection of Tenant and Landlord, as their interests
may appear, policies of insurance issued by a responsible carrier or carriers,
reasonably acceptable to Landlord, which afford the following coverages:


              
(i) Worker’s Compensation for Tenant’s employees - In accordance with
state law. 

              
(ii) Commercial general liability insurance in an amount not less than
Two Million and no/100ths Dollars ($2,000,000.00) combined single limit for both
bodily injury and property damage which includes contractual liability, broad
form property damage, personal injury, completed operations, and products
liability naming Landlord as an additional insured. 

              
(iii) “All Risk” property insurance (including, without limitation,
vandalism, malicious mischief, inflation and sprinkler leakage endorsement) on
Tenant’s Personal Property located on or in the Premises together with any
improvement or Alteration which Landlord is not obligated to repair pursuant to
Paragraph 25.E. Such insurance shall be in the full amount of the replacement
cost, as the same may from time to time increase as a result of inflation or
otherwise and shall name Tenant as a loss payee. 

-27- 







          C.
Landlord’s
Insurance. During the Term Landlord shall maintain “All Risk” property insurance
(including, at Landlord’s option, inflation endorsement, sprinkler leakage
endorsement, and earthquake and flood coverage) on the Project, excluding
coverage of the Tenant Improvements and all Tenant’s Personal Property located
on or in the Premises. At Landlord’s option, the coverage shall also include
insurance against loss of rents on an “All Risk” basis, including flood, in an
amount equal to the Monthly Rent, and any other sums payable under the Lease,
for a period of at least twelve (12) months commencing on the date of loss. Such
insurance shall name Landlord as a named insured
and may at Landlord’s option include ’s Landlord’s Agents as named insureds and
lender’s loss payable endorsement(s) in favor of lenders with respect to the
Property. The insurance premiums for “All Risk” property insurance, including
the premiums resulting from increases in the valuation of the Project, shall be
included in Operating Expenses. 

         
D.
Evidence of Insurance. Tenant shall deliver
to Landlord, prior to Tenant’s entry onto the Premises, certificates of
insurance evidencing the insurance for the coverage specified in Paragraph
23.B., with the limits not less than those specified therein. Tenant will
endeavor to provide not less than thirty (30) days’ prior written notification
to Landlord in the event of cancellation, and ten (10) days’ notice of
cancellation for non-payment of premiums, with respect to any required coverage
unless comparable insurance is obtained from another carrier prior to the
effective date of cancellation. 

         
E.
Co-Insurer.
If, on account of the failure of Tenant
to comply with the foregoing provisions, Landlord is adjudged a co-insurer by
its insurance carrier, then, any loss or damage Landlord shall sustain by reason
thereof, including reasonable attorneys’ fees and costs, shall be borne by
Tenant and shall be immediately paid by Tenant upon receipt of a bill therefor
and evidence of such loss. 

          F. Insurance
Requirements. All insurance shall be in a form reasonably satisfactory to Landlord. All policies required by
Paragraph 23.B. shall be carried with companies that have a general policy holder’s rating of not less than
“A-” and a financial rating of not less than Class “VIII” in the most current edition of Best’s
Insurance Reports. All policies required by Paragraph 23.B. shall be primary as to the Landlord. Tenant shall provide
Landlord an up to date Certificate of Insurance within (30) thirty days of any material alteration of its policy. Landlord
may, not more than twice annually, request in writing a copy of Tenant’s insurance certificate. If Tenant fails to
procure and maintain the insurance required hereunder, Landlord may, but shall not be required to, order such insurance at
Tenant’s sole expense and Tenant shall reimburse Landlord the reasonable cost thereof. Such reimbursement shall include
all reasonable sums incurred by Landlord with respect to obtaining such insurance, including reasonable attorney’s fees,
with interest thereon at the Interest Rate. 

         
G.
No Limitation of Liability. Landlord makes no
representation that the limits of liability specified to be carried by Tenant
under the terms of this Lease are adequate to protect
Tenant or Landlord, and in the event Tenant believes that any such insurance
coverage called for under this Lease is insufficient, Tenant shall provide, at
its own expense, such additional insurance as Tenant deems adequate.


-28- 







         H. Landlord’s
Disclaimer. Landlord and Landlord’s Agents shall not be liable for any
loss or damage to persons or property resulting from fire, explosion, falling
plaster, glass, tile or sheetrock, steam, gas, electricity, water or rain which
may leak from any part of the Project, or from the pipes, appliances or plumbing
works therein or from the roof, street or subsurface or whatsoever, unless
caused by or due to the gross negligence or willful misconduct of Landlord or
Landlord’s Agents or material breach of this Lease by Landlord. Landlord and
Landlord’s Agents shall not be liable for interference with the light, air, or
any latent defect in the Project. In no event whatsoever shall Landlord be
liable for losses attributable to interruption of telephone services. Tenant
shall give prompt written notice to Landlord in the case of a casualty, accident
or repair needed in the Project. 

    
24.
Waiver of Subrogation. Landlord and Tenant
each hereby waive all rights of recovery against the other on account of loss
and damage occasioned to such waiving party for its property or the property of
others under its control to the extent that such loss or damage is insured
against under any insurance policies which may be in force at the time of such
loss or damage, but only to the extent of insurance proceeds actually received.
Tenant and Landlord shall, upon obtaining policies of insurance required
hereunder, give notice to the insurance carrier that the foregoing mutual waiver
of subrogation is contained in this Lease and Tenant and Landlord shall cause
each insurance policy obtained by such party to provide that the insurance
company waives all right of recovery by way of subrogation against either
Landlord or Tenant in connection with any damage covered by such
policy.

    
25.
Damage or Destruction.

         
A.
Partial Damage — Insured. If the Premises or
the Building are damaged by any casualty which is covered under the “All-Risk”
insurance carried by Landlord pursuant to Paragraph 23.C., then Landlord shall
restore the damage, provided insurance proceeds are available to pay the full
cost of restoration and provided such restoration can be completed within one
hundred eighty (180) days after the commencement of the work in the reasonable
opinion of Landlord. In such event this Lease shall continue in full force and
effect, except that Tenant shall be entitled to a proportionate reduction of
Monthly Rent while such restoration for which Landlord is obligated hereunder
takes place, such proportionate reduction to be based upon the extent to which
the damage and restoration efforts interfere with Tenant’s use of the Premises.


         
B.
Partial Damage — Uninsured. If the Premises or
the Building is damaged by a risk not covered by Landlord’s insurance, or the
available proceeds of insurance are less than the cost of restoration, or if the
restoration cannot be completed within one hundred
eighty (180) days after the commencement of work, in the reasonable opinion of
Landlord, then Landlord shall have the option either to: (i) repair or restore
such damage, this Lease continuing in full force and effect, but the Monthly
Rent to be proportionately abated as provided in Paragraph 25.A.; or (ii) give
notice to Tenant at any time within thirty (30) days after such damage
terminating this Lease as of a date to be specified in such notice, which date
shall be not less than thirty (30) nor more than sixty (60) days after giving
such notice. If notice of termination is given, this Lease shall expire and all
interest of Tenant in the Premises shall terminate on the date specified in the
notice and the Monthly Rent shall be reduced in proportion to the extent, if
any, to which the damage interferes with the use of the Premises by Tenant and
any prepaid Monthly Rent and Operating Expenses shall be refunded to Tenant to
the same extent. All insurance proceeds for the Premises shall be payable solely
to Landlord, and Tenant shall have no interest in the proceeds.


-29- 







          C.
Total
Destruction. If the Premises or the Building is totally destroyed or the
Premises or Building, as the case may be, cannot be restored as required herein
under applicable laws and regulations or due to the presence of hazardous
factors such as earthquake faults, chemical waste and similar dangers,
notwithstanding the availability of insurance proceeds, this Lease shall be
terminated effective the date of the damage. 

         
D.
Tenant’s Election. If the Premises are damaged by
any casualty, or if any portion of the Outside Area is damaged by a casualty to
such an extent that the Premises is no longer useable by Tenant, in Tenant’s
reasonable opinion, and if, in Landlord’s reasonable opinion, such casualty
cannot be repaired or restored within one hundred eighty (180) days after
commencement of such work, then Tenant may, by written notice delivered to
Landlord at any time within thirty (30) days after such damage, terminate this
Lease as of the future date specified in such notice, which date shall not be
less than thirty (30) nor more than sixty (60) days after the date of Tenant’s
delivery of such notice. If notice of termination is so given, this Lease shall
expire and all interests of Tenant and the Premises shall terminate on the date
specified in the notice and the Monthly Rent shall be reduced in proportion to
the extent, if any, to which the damage interferes with the use of the Premises
by Tenant and any prepaid Monthly Rent and Operating Expenses shall be refunded
to Tenant to the same extent. All insurance proceeds for the Premises shall be
payable to Landlord, and Tenant shall have no interest in the proceeds.


         
E.
Landlord’s Obligations. Landlord shall not
be required to insure against or repair any injury or damage by fire or other
cause, or to make any restoration or replacement of any paneling, decorations,
partitions, railings, floor coverings, office fixtures or other items which are
Tenant Improvements, Alterations or Personal Property installed in the Premises
by Tenant or at the direct or indirect expense of Tenant. Tenant shall be
required at Tenant’s sole cost and expense, separately to insure the same and
promptly to restore or replace same in the event of damage. Except for any
abatement of Monthly Rent relating to the plan of restoration of damage for
which Landlord is obligated to repair hereunder, Tenant
shall have no claim against Landlord for any damage suffered by reason of any
such damage, destruction, repair or restoration; nor shall Tenant have the right
to terminate this Lease as the result of any statutory provision now or
hereafter in effect pertaining to the damage and destruction of the Premises,
except as expressly provided herein. 

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          F.
Damage Near End of
Term. Anything herein to the contrary notwithstanding, if more than fifty
percent (50%) of the Building is destroyed or damaged during the last twelve
(12) months of the Term, then either Tenant or Landlord may, at its option,
cancel and terminate this Lease as of the date of the occurrence of the damage.
If neither such party elects to terminate this Lease, the repair of the damage
shall be governed by the other provisions of this Paragraph 25. If this Lease is
terminated, Landlord may keep all the insurance proceeds resulting from the
damage, except for the proceeds which specifically insured Tenant’s Personal
Property. 

    
26.
Condemnation.

         
A.
Total Taking — Termination. If title to all of
the Premises or so much thereof is taken or appropriated for any public or
quasi-public use under any statute or by right of eminent domain so that
reconstruction of the Premises will not, in Landlord’s and Tenant’s mutual
opinion, result in the Premises being reasonably suitable for Tenant’s continued
occupancy for the uses and purposes permitted by this Lease, this Lease shall terminate as of the date that possession of the
Premises or part thereof be taken. A sale by Landlord to any authority having
the power of eminent domain, either under threat of condemnation or while
condemnation proceedings are pending, shall be deemed a taking under the power
of eminent domain for all purposes of this Paragraph. 

         
B.
Partial Taking. If any part of the Premises or
the Building is taken and the remaining part is reasonably suitable for Tenant’s
continued occupancy for the purposes and uses permitted by this Lease, this
Lease shall, as to the part so taken, terminate as of the date that possession
of such part of the Premises or Building is taken. If the Premises is so
partially taken the Rent and other sums payable hereunder shall be reduced in
the same proportion that Tenant’s use and occupancy is reduced. 

         
C.
No Apportionment of Award. No award for any
partial or entire taking shall be apportioned. Tenant assigns to Landlord its
interest in any award which may be made in such taking or condemnation, together
with any and all rights of Tenant arising in or to the same or any part thereof.
Nothing contained herein shall be deemed to give Landlord any interest in or
require Tenant to assign to Landlord any separate award made to Tenant for the
taking of Tenant’s Personal Property, for the interruption to Tenant’s business,
or its moving costs, or for the loss of its good will. 

         
D.
Temporary Taking. No temporary taking of the
Premises shall terminate this Lease or give Tenant any right to any abatement of
Rent. Any award made to Tenant by reason of such temporary taking shall belong
entirely to Tenant and Landlord shall not be entitled to
share therein. Each party agrees to execute and deliver to the other all
instruments that may be required to effectuate the provisions of this Paragraph.


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     27. Assignment and Subletting.

         
A.
Landlord’s Consent. Except as permitted by
Paragraph 27.I hereof, Tenant shall not enter into a Sublet without Landlord’s
prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed. Except as permitted by Paragraph 27.I, any attempted or
purported Sublet without Landlord’s prior written consent shall be void and
confer no rights upon any third person and, at Landlord’s election, shall
terminate this Lease. Each Subtenant shall agree in writing, for the benefit of
Landlord, to assume, to be bound by, and to perform and observe the terms,
covenants and conditions of this Lease (with the exception of Monthly Rent) to
be performed and observed by Tenant. Every Sublet shall recite that it is and
shall be subject and subordinate to the provisions of this Lease, and that the
termination of this Lease shall constitute a termination (at the option of the
Landlord) of every such Sublet. Notwithstanding
anything contained herein, (i) Tenant shall not be released from personal
liability for the performance of any of the terms, covenants and conditions of
this Lease by reason of Landlord’s consent to a Sublet unless Landlord
specifically grants such release in writing (it being agreed that Landlord has
no obligation to do so), and (ii) the parties agree that it shall be reasonable
for Landlord to withhold its consent to any proposed Sublet when the proposed
Subtenant is an occupant of the Property or is a third party which is already
involved in negotiations with Landlord to lease space in the Project. Without
limiting the generality of Landlord’s discretion in determining whether it is
reasonable to withhold consent for any requested Sublet, it shall be deemed
reasonable for Landlord to withhold such consent if the proposed Subtenant would
use the Premises for any use other than for general office purposes. 

         
B.
Information to be Furnished. If Tenant desires at
any time to Sublet the Premises or any portion thereof, it shall first notify
Landlord of its desire to do so and shall submit in writing to Landlord: (i) the
name of the proposed Subtenant; (ii) the nature of the proposed Subtenant’s
business to be carried on in the Premises; (iii) the terms and provisions of the
proposed Sublet and a copy of the proposed Sublet form containing a description
of the subject premises; and (iv) such financial information, including
financial statements, as Landlord may reasonably request concerning the proposed
Subtenant. If Tenant requests Landlord’s consent to a proposed Sublet, Tenant
shall pay to Landlord, whether or not consent is ultimately given, Landlord’s
reasonable attorneys’ fees incurred in connection with such request up to a
maximum of $1,500.00. 

         
C.
Landlord’s Alternatives. Except in the case
of a Sublet permitted by Paragraph 27.I, at any time within ten (10) business
days after Landlord’s receipt of all the information specified in Paragraph
27.B., Landlord may, by written notice to Tenant, elect: (i) to lease for its
own account the portion thereof of the Premises so proposed to be Sublet by
Tenant, upon the same terms as those offered to the proposed subtenant but on a
form acceptable to Landlord; (ii) to terminate this Lease as it relates to the portion of the Premises so proposed to be Sublet by Tenant
as of the later of (x) the proposed effective date of such Sublet or (y) thirty
(30) days after the date Landlord is in receipt of the information specified in
Paragraph 27.B.; (iii) to consent to the Sublet by Tenant; or (iv) to refuse its
consent to the Sublet. Landlord’s failure to deliver such notice of election
within such 10-business day period shall be deemed Landlord’s consent to such
Sublet. 

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     If Landlord
consents to the Sublet, Tenant may thereafter enter a valid Sublet of the
Premises or portion thereof, upon the terms and conditions and with the proposed
Subtenant set forth in the information furnished by Tenant to Landlord pursuant
to Paragraph 27.B. provided, however, that fifty percent (50%) of any excess of
(I) the Subrent over (II) (A) the Monthly Rent required to be paid by Tenant
hereunder, (B) Tenant’s reasonable attorneys’ fees and brokerage commissions, in
each case, with the total of such amounts under
this clause (B) applied on an amortized basis over the term of the Sublet, and
(C) and any then unamortized value of the applicable Tenant Improvements, to the
extent not reimbursed out of the TI Allowance, applied on an amortized basis
over the remainder of the Term, shall be paid to Landlord as and when received
by Tenant. As used immediately above, the term “applicable Tenant Improvements” means the Tenant Improvements allocable to the
space that is subject to the applicable Sublet, based upon rentable square
footage. 

         
D.
Proration.
If a portion of the Premises is Sublet,
the pro rata share of the Monthly Rent attributable to such partial area of the
Premises shall be determined by Landlord by dividing the Monthly Rent payable by
Tenant hereunder by the total rentable square footage of the Premises and
multiplying the resulting quotient (the per rentable square foot rent) by the
number of rentable square feet of the Premises which are Sublet. 

         
E.
Executed Counterpart. No Sublet shall be
valid nor shall any Subtenant take possession of the Premises until an executed
counterpart of the Sublet agreement has been delivered to Landlord. 

         
F.
Surrender of Lease. The voluntary or other
surrender of this Lease by Tenant, or a mutual cancellation thereof, shall not
work a merger, and shall, at the option of Landlord, terminate all or any
existing Sublets, or may, at the option of Landlord, operate as an assignment to
it of any or all such Sublets. 

         
G.
No Mortgages. Tenant shall not pledge,
hypothecate or encumber this Lease or Tenant’s interest herein or in the
Premises in any manner, including without limitation, by means of any mortgage,
deed of trust, security interest or assignment for security purposes, and any
such attempted pledge, hypothecation or encumbrance shall be void and constitute
a Default under this Lease. 

         
H.
Effect of Default. Notwithstanding any provision
of this Paragraph 27 to the contrary, in the event of the occurrence of any
uncured Default by Tenant in the performance of any term
or condition of this Lease, any right of Tenant at such time to seek to Sublet
this Lease pursuant to this Paragraph 27 and any obligations of Landlord to
review any proposed Sublet or exercise its rights under Paragraph 27.C. above
shall be suspended, and any applicable period for review or action by Landlord
shall be tolled, until such Default is fully cured of no force or effect.


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          I.
Permitted
Transfers. Notwithstanding anything to the contrary contained in this Lease, Tenant,
without Landlord’s prior written consent, may sublet the Premises or assign this
Lease to: (i) a subsidiary, affiliate, division or entity controlling,
controlled by or under common control with Tenant; (ii) a successor entity
related to Tenant by merger, acquisition, consolidation, nonbankruptcy
reorganization or government action; or (iii) a purchaser of substantially all
of Tenant’s assets (collectively “Permitted Transferees”); provided Tenant
enters into such a transaction in good faith and not for the purpose of
indirectly entering into a Sublet of this Lease with a person or entity other
than a Permitted Transferee through a step transaction or otherwise. Tenant
shall not be required to obtain Landlord’s consent thereof, nor shall provisions
of Paragraph 27.C. hereof apply; in no event shall such assignment or sublease
release Tenant from any liability for the performance of the obligations under
this Lease, unless Landlord shall have released Tenant In writing (it being
agreed that Landlord has not obligation to do so). Further, the requirements
contained in the third and fourth sentences of Paragraph 27.A. shall apply to
all such transfer. 

    
28. Sale
Lease-Back. Tenant acknowledges that
Landlord may, at some time in the future, finance the Property by means of a
sale and lease back transaction (“Sale Lease-Back Transaction”) in which
Landlord would transfer its interest in the Project to a financing party, as
buyer, and in which such buyer would lease the Project back to Landlord. Tenant
agrees that, in the event of any such Sale Lease-Back Transaction, this Lease
shall automatically become subordinate to the leasehold interest created by the
lease between such buyer and Landlord (the “Master Lease”). In such event, this
Lease shall thereafter be a sublease below the Master Lease. Notwithstanding the
automatic effect of such subordination, Tenant agrees to execute any
documentation reasonably required by such buying party to evidence such
subordination. Notwithstanding the foregoing, any such subordination of this
Lease shall be subject to the requirement that such buying entity shall have
agreed, in form reasonably acceptable to Tenant, that in the event of any
termination of the Master Lease because of the Default of Landlord thereunder or
because of the consensual agreement of Landlord and such buying party, this
Lease shall automatically become a direct lease between such buying party, as
landlord, and Tenant, as tenant. 


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29.
Default.

         
A.
Tenant’s Default. A default under this Lease by
Tenant shall exist if any of the following events shall occur (as applicable, a
“Default”): 

              
(i) If Tenant fails to pay Rent or any other sum
required to be paid hereunder within five (5) days after the date of Tenant’s
receipt of written notice from Landlord that such amount was not received when
due; or 

              
(ii) If Tenant fails to perform any term, covenant or condition of this
Lease except those requiring the payment of money, and Tenant shall have failed
to cure such breach within twenty (20) days after written notice from Landlord;
provided, however, that if such failure by its nature cannot reasonably be cured
within the twenty (20) day period, then Tenant shall not be in Default if Tenant
promptly commences the performance of such cure within the twenty (20) day
period and diligently thereafter prosecutes the same to completion; or


              
(iii) If Tenant shall have abandoned the Premise; or 

              
(iv) In the event of a general assignment by Tenant for the benefit of
creditors; the filing of any voluntary petition in bankruptcy by Tenant or the
filing of an involuntary petition by Tenant’s creditors, which involuntary
petition remains undischarged for thirty (30) days; the employment of a receiver
to take possession of substantially all of Tenant’s assets or any part of the
Premises, if such receivership remains undissolved for thirty (30) days after
creation thereof; the attachment, execution or other judicial seizure of all or
substantially all of Tenant’s assets or any part of the Premises, if such
attachment or other seizure remains undismissed or undischarged for thirty (30)
days after the levy thereof; the admission by Tenant in writing of its inability
to pay its debts as they become due; the filing by Tenant of a petition seeking
any reorganization or arrangement, composition, readjustment, liquidation,
dissolution or similar relief under any present or future statute, law or
regulation; the filing by Tenant of an answer admitting or failing timely to
contest a material allegation of a petition filed against Tenant in any such
proceeding; or, if within thirty (30) days after the commencement of any
proceeding against Tenant seeking any reorganization or arrangement,
composition, readjustment, liquidation, dissolution or similar relief under any
present or future statute, law or regulation, such proceeding shall not have
been dismissed; or 

              
(v) The occurrence of any other event specifically stated to be a Default
under the provisions of this Lease. 

         
B.
Remedies.
Upon a Default, Landlord shall have the
following remedies, in addition to all other rights and remedies provided by law
or otherwise provided in this Lease, to which Landlord may resort cumulatively
or in the alternative: 

              
(i) Landlord may continue this Lease in full force and effect, and this
Lease shall continue in full force and effect as long as Landlord does not
terminate this Lease, and Landlord shall have the right to collect Rent when
due. During the period Tenant is in Default, Landlord may enter the Premises and
relet it, or any part of it, to third parties for Tenant’s account, provided
that any Rent in excess of the Monthly Rent due hereunder shall be payable to
Landlord. Tenant shall be liable immediately to Landlord
for all costs Landlord incurs in reletting the Premises or any part thereof,
including, without limitation, broker’s commissions, expenses of cleaning and
redecorating the Premises required by the reletting and like costs. Reletting
may be for a period shorter or longer than the remaining Term of this Lease.
Except as set forth in Paragraph 29.C., no act by Landlord other than giving
written notice to Tenant shall terminate this Lease. 

-35- 







                 
(ii) Landlord may by written notice terminate Tenant’s
right to possession of the Premises at any time and relet the Premises or any
part thereof. Acts of maintenance, efforts to relet the Premises or the
appointment of a receiver on Landlord’s initiative to protect Landlord’s
interest under this Lease shall not constitute a termination of Tenant’s right
to possession. On termination, Landlord has the right to remove all Tenant’s
Personal Property and store same at Tenant’s cost and to recover from Tenant:


           
(a) the worth at the time of award of the unpaid Rent which had been
earned at the time of termination including interest at the Interest
Rate;

           
(b) the worth at the time of award of the amount by which the unpaid Rent
which would have been earned after termination until the time of award exceeds
the amount of such rental loss that Tenant proves could have been reasonably
avoided, including interest at the Interest Rate;

           
(c) the worth at the time of award of the amount by which unpaid Rent for
the balance of the Term after the time of award exceeds the amount of such
rental loss for the same period that Tenant proves could be reasonably avoided,
discounting such amount at the discount rate of the Federal Reserve Bank of San
Francisco at the time of award plus one percent (1%); 

           
(d) any other amount necessary to compensate Landlord for all the
detriment proximately caused by Tenant’s failure to perform its obligations
under this Lease, including without limitation the following: (i) all expenses
for repairing or restoring the Premises, (ii) all brokers’ fees, advertising
costs and other expenses of repairing or restoring the Premises, (iii) all
expenses in retaking possession of the Premises, and (iv) reasonable attorneys’
fees, expert witness fees and court costs; and 

           
(e) as used in subparagraphs (a) through (c) above, the term “time of
award” shall mean the date of entry of a judgment or award against Tenant in an
action or proceeding arising out of Tenant’s breach of this Lease. 

      Tenant waives redemption or relief
from forfeiture under California Code of Civil Procedure Sections 1174 and 1179,
or under any other present or future law, in the event Tenant is evicted or
Landlord takes possession of the Premises by reason of any Default of Tenant
hereunder. 

                 
(iii) Landlord may, with or without terminating this Lease, re-enter the
Premises and remove all persons and property from the Premises; such property may be removed and stored in a public warehouse or
elsewhere at the cost of and for the account of Tenant. No re-entry or taking
possession of the Premises by Landlord pursuant to this Paragraph shall be
construed as an election to terminate this Lease unless a written notice of such
intention is given to Tenant. 

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          C.
Landlord’s
Default. 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 it has
failed to perform such obligation within twenty (20) days after receipt of
written notice by Tenant to Landlord specifying the nature of such default;
provided, however, that if the nature of Landlord’s obligation is such that more
than twenty (20) days are required for its performance, then Landlord shall not
be deemed to be in default if it shall commence such performance within such
twenty (20) day period and thereafter diligently prosecute the same to
completion. In the case of any uncured default by Landlord, Tenant shall have
the following remedies, in addition to all other rights and remedies provided by
law or otherwise provided in this Lease, to which Tenant may resort cumulatively
or in the alternative: 

              
i. If
Tenant is not in Default, Tenant may continue this Lease in full force and
effect, provided that in such case Tenant shall be entitled to recover from
Landlord any reasonable cost incurred by Tenant that is in excess of the amount
of the Rent which would have been incurred by Tenant had no uncured breach by
Landlord occurred, including interest at the Interest Rate. 

              
ii. In the
case of any default under this Lease (whether by Landlord or Tenant) each party
shall make best efforts to mitigate any losses or damages arising therefrom.


              
iii. In the
case of expiration or early termination of this Lease, those provisions of this
Lease which expressly continue in operation after termination or expiration
shall continue in full force and effect according to their terms.

    
30. Subordination.
This Lease is and shall automatically be
subject and subordinate to all mortgages and deeds of trust (collectively,
“Encumbrance”) which may now or hereafter affect the Premises, to the CC&R’s
and to all renewals, modifications, consolidations, replacements and extensions
thereof; provided, however, (i) if the holder or holders of any such Encumbrance
(“Holder”) shall require that this Lease be prior and superior thereto, then
upon written notice from Holder to Tenant this Lease shall be automatically
prior and superior to the lien of such Encumbrance without regard to the
sequence of recordation, and (ii) such subordination is subject to the
requirement that such Holder agree not to disturb Tenant’s rights under this
Lease, so long as Tenant is not in Default under the provisions of this Lease;
Within ten (10) days after Landlord or Holder’s written request, Tenant shall
execute any and all documents requested by Landlord or Holder to further
effectuate and evidence such subordination of this Lease to any lien of the
Encumbrance or to evidence the Holder’s election that this Lease be prior and
senior to the Encumbrance. Notwithstanding anything to the contrary set forth in
this Paragraph, Tenant hereby attorns and agrees to attorn to the Holder and any
person purchasing or otherwise acquiring the Premises at
any sale or other proceeding or pursuant to the exercise of any other rights,
powers or remedies under such Encumbrance, which obligation to attorn shall
survive any foreclosure of any Encumbrance; and Tenant agrees within ten (10)
days after request of Holder or any such other person to execute an attornment
agreement recognizing Holder or such other person as Landlord under this Lease
and acknowledging that this Lease is and shall remain in full force and effect
and binding upon Tenant notwithstanding any foreclosure of such Encumbrance.
Tenant acknowledges that, as of the date of this Lease, the Property is subject
to the lien of a deed of trust for the benefit of Wells Fargo Bank, National
Association (“Wells”).

-37- 







     31. Notices. Every notice to be given by any party to any other party with
respect hereto, shall be in writing and shall not be effective for any purpose
unless the same shall be delivered to the addressee personally, by a reputable
express delivery service, a recognized overnight air courier service, or United
States certified mail, return receipt requested, addressed to the respective
parties at the addresses set forth in section C.11. of the Information Sheet, or
to such other address as either party may from time to time designate by notice
to the other given in accordance with this Paragraph. All notices shall be
effective (i) when delivered locally by hand or by a reputable express delivery
service (ii) one business day after deposit with a recognized overnight air
courier service or (iii) five business days after having been sent by certified
mail, return receipt requested. 

    
32. Attorneys’
Fees. In the event Landlord engages an attorney to pursue the recovery of any
Rent owed by Tenant hereunder (whether or not any action or legal proceeding is
ultimately filed) or if either party brings any action or legal proceeding for
damages for an alleged breach of any provision of this Lease, to recover Rent or
other sums due, to terminate the tenancy of the Premises or to enforce, protect
or establish any term, condition or covenant of this Lease or right of either
party, the prevailing party shall be entitled to recover as a part of such
action or proceedings, or in a separate action brought for that purpose,
reasonable attorneys’ fees and costs, including expert witness fees (and without
regard to whether or not such action or proceedings are pursued to judgment).


    
33. Estoppel
Certificates. Tenant shall within ten (10) business days following written
request by Landlord: 

              
(i) Execute and deliver to Landlord any documents whose content Tenant
agrees is true and correct, including estoppel certificates, in the form
prepared by Landlord (a) certifying the date of commencement of this Lease, (b)
certifying that this Lease is unmodified and in full force and effect or, if
modified, stating the nature of such modification and certifying that this
Lease, as so modified, is in full force and effect, (c) stating the dates to
which Rent and any other amounts payable hereunder have been paid and the amount
of any unforfeited security deposit then held by Landlord, (d) certifying that
no Defaults exist as of such date, or, if there are any Defaults, stating the
nature of such Defaults, (e) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the part of
Landlord, or, if there are uncured defaults on the part of the Landlord, stating
the nature of such uncured defaults, (f) acknowledging that Tenant does not have
any claim or right of offset against Landlord (or if Tenant does have any such
claim or right of offset, the nature of such claim or right of offset), and (g)
setting forth such other matters as may reasonably be requested by Landlord.
Tenant’s failure to deliver an estoppel certificate in the form provided or as
modified by Tenant to correct any errors or inaccuracies within ten (10)
business days after delivery of Landlord’s written request therefor shall be
conclusive upon Tenant (a) that this Lease is in full force and effect, without
modification except as may be represented by Landlord, (b) that there are now no
uncured defaults in Landlord’s performance, (c) that no Rent has been paid in
advance and no security deposit is held by Landlord, (d) that Tenant has no
claims or rights of offset against Landlord, (e) that no Defaults then exist,
and (f) that such other matters as were set forth in such estoppel certificate
as prepared by Landlord are true and correct; provided further, that such
failure shall constitute a breach of this Lease and Landlord’s remedies shall be
as specified in Section 29.B. 

-38- 







              
(ii) Deliver to Landlord or direct Landlord to where it
may obtain the current financial statements of Tenant, and financial statements
of the two (2) years prior to the current financial statements year, with an
opinion of a certified public accountant, including a balance sheet and profit
and loss statement for the most recent prior year, all prepared in accordance
with generally accepted accounting principles consistently applied. To the
extent such statements have not previously been made public by Tenant, Landlord
agrees to maintain any such statements in confidence other than to disclose them
to the applicable lender or potential buyer who has requested them, or as may be
required by law. 

     34.
Transfer of the Project by
Landlord. In the event of any conveyance of the Project or the Building and
assignment by Landlord of this Lease, Landlord shall be and is hereby entirely
released from all liability under any and all of its covenants and obligations
contained in or derived from this Lease occurring or accruing after the date of
the conveyance and assignment, and Tenant agrees to attorn to such transferee,
except in the event of a Sale Lease-Back Transaction, in which event this Lease
will remain in full force and effect as a sublease between Landlord and Tenant
as contemplated in Paragraph 28.

     35.
Landlord’s Right to Perform
Tenant’s Covenants. If Tenant fails to make any payment or perform any other act
on its part to be made or performed under this Lease, Landlord after fifteen
(15) days’ written notice may, but shall not be obligated to, and without
waiving or releasing Tenant from any obligation of Tenant under this Lease, make
such payment or perform such other act to the extent Landlord may deem
desirable, and in connection therewith, pay expenses and employ counsel. All
sums so paid by Landlord and all penalties, interest and costs in connection
therewith shall be due and payable by Tenant on the next business day after
Landlord’s delivery to Tenant of written notice of any such payment by Landlord,
together with interest thereon at the Interest Rate from
such date to the date of payment by Tenant to Landlord, plus collection costs
and reasonable attorneys’ fees. Landlord shall have the same rights and remedies
for the nonpayment thereof as in the case of Default in the payment of
Rent. 

-39- 







     36. Tenant’s
Remedy. The obligations of Landlord or Landlord’s Agents under this Lease do not
and shall not constitute personal obligations of Landlord or Landlord’s Agents ,
and Tenant agrees that it shall look solely to the real estate that is the
subject of this Lease and any related insurance, and to no other assets of
Landlord or Landlord’s Agents, for satisfaction of any liability that may now or
hereafter arise in respect of this Lease and will not seek recourse against
Landlord or Landlord’s Agents or any of their personal assets of Landlord or
Landlord’s Agents for satisfaction of any liability that may now or hereafter
arise in respect of this Lease. 

     37.
Mortgagee
Protection. If Landlord defaults under this Lease, Tenant shall, if earlier requested
by Landlord or any lender with respect to the Project, notify by registered or
certified mail to any beneficiary of a deed of trust or mortgagee of a mortgage
covering the Premises and offer such beneficiary or mortgagee a reasonable
opportunity to cure the default, including time to obtain possession of the
Premises by power of sale or a judicial foreclosure, if such should prove
necessary to effect a cure. 

     38.
Brokers. Tenant warrants and
represents that it has had no dealings with any real estate broker or agent in
connection with the negotiation of this Lease, except for the broker(s)
specified in section C.10. of the Information Sheet, and that it knows of no
real estate broker or agent who is or might be entitled to a commission in
connection with this Lease. Landlord shall pay any commission or other
compensation owing to such specified broker(s) in section C.10. pursuant to
their separate written agreement. Tenant agrees to defend, indemnify and hold
Landlord and its Agents free and harmless from and against any and all
liabilities or expenses, including reasonable attorneys’ fees and costs, arising
out of or in connection with claims made by any broker or individual not
specified in section C.10. of the Information Sheet for commissions or fees
resulting from Tenant’s dealings with such other broker or individual.


     39.
Acceptance. Delivery of this
Lease, duly executed by Tenant, constitutes an offer to lease the Premises, and
under no circumstances shall such delivery be deemed to create an option or
reservation to lease the Premises for the benefit of Tenant. This Lease shall
only become effective and binding upon full execution hereof by Landlord and
delivery of a signed copy to Tenant. 

     40.
Recording. Neither party shall
record this Lease nor a short form memorandum thereof. 

     41.
Modifications for
Lender. If, in connection with obtaining financing for the Project, or any
portion thereof, Landlord’s lender shall request reasonable modifications to
this Lease as a condition to such financing, Tenant shall not unreasonably
withhold, delay or defer its consent thereto, provided such modifications do not
materially adversely affect Tenant’s rights hereunder. 

-40- 







     42. Parking. Tenant shall have the right to park at no cost in the
Project’s parking facilities in common with Landlord’s employees and the other
tenants of the Building (except for those parking spaces that have been reserved
for Landlord, other tenants of the Project, handicapped parking and certain
parking spaces designated for Landlord’s company vehicles and contractor
vehicles) upon terms and conditions, as may from time to time be reasonably
established by Landlord but in any case free of charge and in accordance with
any parking control or monitoring devices from time to time installed or
implemented by Landlord. Tenant shall not overburden the parking facilities
and shall not use more than three (3)
non-reserved, non-designated parking space per one thousand (1,000) rentable
square feet of the Premises. Tenant also agrees to cooperate with Landlord and
other tenants in the use of the parking facilities. Landlord reserves the right,
in its discretion, to allocate and assign parking spaces among Tenant and the
other tenants or to restrict the use of certain parking spaces for certain
tenants and to install or otherwise implement parking control or monitoring
devices for the parking facilities. Tenant shall establish and maintain during
the Term hereof a program to encourage maximum use of public transportation by
personnel of Tenant employed on the Premises, including without limitation, the
distribution to such employees of written materials explaining the convenience
and availability of public transportation facilities adjacent or proximate to
the Building, staggering working hours of employees, and encouraging use of such
facilities, all at Tenant’s sole reasonable cost and expense. Tenant agrees to
comply with any lawful regulation or ordinance of the City of Menlo Park or the
County of San Mateo respecting transportation management in those jurisdictions,
related to the conduct of Tenant’s business within the Premises. 

    
43. Use of
Property Name Prohibited.
Tenant shall not employ the term “149
Commonwealth Drive” in the name or title of its business or occupation without
Landlord’s prior written consent. 

     44.
Interest. Any Rent or other
amount not paid by Tenant to Landlord when due hereunder shall bear interest at
the lesser of (i) the rate of twelve percent (12%) per annum or (ii) the maximum
rate permitted by applicable law (with such rate of interest sometimes referred
to herein as the “Interest Rate”) from the date due until paid. 

     45.
Quitclaim. Upon any termination
of this Lease, Tenant, at Landlord’s request, shall execute, have acknowledged
and deliver to Landlord a quitclaim deed for all Tenant’s interest in the
Project. 

     46.
Security. 

         
A. Landlord
Reservations. Landlord shall have the following rights: 

              
(i) To change the name, address or title of the Project or Building upon
not less than ninety (90) days prior written notice; 

-41- 







               (ii) To, at Tenant’s expense, provide and install Building
standard graphics on the door of the Premises and such portions of the Outside
Area as Landlord shall reasonably deem appropriate; 

               (iii)
To permit any tenant the exclusive right to conduct any business as long as such
exclusive right does not conflict with any rights expressly given to Tenant
herein; 

               (iv)
To place such signs, notices or displays as Landlord reasonably deems necessary
or advisable upon the roof, exterior of the Building or the Project or on pole
signs in the Outside Area. 

          B. Tenant Prohibitions.
Tenant shall not: 

               (i)
Use a representation (photographic or otherwise) of the Building or the Project
or their name(s) in connection with Tenant’s business; or 

               (ii)
suffer or permit anyone to go upon the roof of the Building. 

          C. Security
Regulations. 

               (i)
Security Access
Badges. One active badge, and only one, will be issued to each employee, agent,
consultant, contractor, or vendor, over the age of sixteen (16), of Tenant at
any given time. All lost or stolen badges must be reported immediately (and, in
any event, prior to 5:00 p.m., Pacific Time, on the day lost or stolen) to
Landlord to be canceled by Landlord’s Security Administrator. Tenant shall
inform Landlord immediately (and, in any event, prior to 5:00 p.m., Pacific
Time, on the day of such termination) upon Tenant’s termination of any employee
of Tenant, so that Landlord may cause such employee’s badge to be canceled by
Landlord’s Security Administrator. 

               (ii)
Security Guard Tours. Periodic, routine tours
of the space occupied by Tenant will be conducted by Landlord’s Security Guard
Contractor from 4:30 p.m. to 8:30 a.m. during normal work days and 24 hours a
day on Saturdays, Sundays and holidays observed by Landlord. The purpose of
these tours will be to observe and address abnormal conditions such as, but not
limited to: (a) unlocked exterior and interior doors, (b) extreme temperature
conditions, (c) unattended coffee pots and appliances in the ‘on’ position, and
(d) unbadged persons on the premises, 

               (iii)
Emergency Contact
List. Tenant agrees to provide a current “emergency contact list” for
Landlord’s Security Department in the event of an emergency in the space
occupied by Tenant. 

               (iv)
Miscellaneous
Security. Tenant agrees to assist Landlord in maintaining security for the entire
Project. This includes but is not limited to: (a) ensuring that all employees,
consultants, contractors, vendors, and agents are appropriately badged and/or
escorted, (b) returning badges of terminated employees to Landlord’s Security
Administrator to be deleted from the security badge system, (c) notifying
Landlord’s Security Administrator immediately of lost or missing badges, (d)
ensuring that security access badges are only used by those authorized persons
to whom they are issued and that badges are not loaned to anyone under any
circumstances, and (e) instructing all Tenant’s Agents to maintain in confidence
any sensitive information overheard from any employees or representatives of
Landlord or any other tenant in the Building while in the Outside Area. Tenant
acknowledges and agrees that the security services provided herein are not a
guaranty against criminal activity and that Landlord assumes no liability in the
event of any breach of such security measures.

-42- 







               (v) Costs of
Services. All costs of services provided
by Landlord under this Paragraph 46 shall be included in Operating Expenses
under Paragraph 15.B.

     47.
Right of First
Offer.

     Provided that the Tenant is not in
Default, Tenant shall have the Right of First Offer on additional marketable
space (“Expansion Premises”) within the building (“Right of First Offer”) as it becomes available. Landlord shall provide Tenant with
written notice of intention to market, including the economic terms,
(“Notice of Intent to Market”). Tenant shall have twenty (20) business days from receipt
of written notice by Landlord to negotiate the economics for the Expansion
Premises. Except for the economics, all other terms and conditions for the
Expansion Premises shall be consistent with those applicable to the Premises. If
Tenant does not deliver to Landlord Tenant’s Acceptance Notice within the
applicable 20-business day period, Landlord shall have the right to market and
lease such Expansion Premises to any person(s) other than Tenant on any terms
Landlord desires and without offering or further offering such Expansion
Premises to Tenant, and Tenant shall have no further right of first offer to
lease such Expansion Premises pursuant to this Paragraph 47. Any Expansion
Premises leased by Tenant will be added to the Premises as of the date provided
in the offer, and the Rent will be adjusted to reflect the rent to be paid with
respect to Expansion Premises in accordance with the offer. Tenant agrees to
execute amendments to this Lease to reflect additions to the Premises resulting
from the exercise of the Right of First Offer. Tenant's lease of any Expansion
Premises pursuant to this Right of First Offer will be on all the terms and
conditions set forth in this Lease, with the exception of the economics, which
shall be set as described above. This Right of First Offer to lease the
Expansion Premises is personal to Tenant or any Permitted Transferee, and is not
transferable. Notwithstanding the foregoing,
Tenant shall not have the Right of First Offer under this Paragraph 47 if Tenant
is in Default under this Lease at the time such Expansion Premises becomes
available (and Landlord shall have no obligation to deliver to Tenant any
Landlord’s Notice). In addition to the Right of First Offer, Tenant shall have
the option to expand into contiguous space or relocate to another suite if space
becomes available. Terms will be negotiated at the time of such expansion or
relocation. 

-43-







     48. Ownership of Furniture and
Fixtures.

     All furniture, cubicles, telephones
and other items supplied to Tenant by Landlord during the term of this Lease
shall remain the property of the Landlord at the end of the Lease and shall be
returned in good condition, normal wear and tear excepted. 

     Certain furniture in that portion of
the Premises currently occupied by Tenant under the 2007 Lease (the “Existing
Space”) is owned by Landlord. For the duration of Tenant’s occupancy in the
Premises, Tenant shall have the right to continue to utilize furniture owned by
Landlord in the Existing Space at no additional cost.

     If surplus furniture is available
and left in that portion of the Premises other than the Existing Space, Landlord
will make such furniture available to Tenant at no additional cost during the
Term of the Lease. Said furniture shall remain the property of the Landlord.
Within sixty (60) days after the Commencement Date, Tenant will notify Landlord
in writing of any furniture, fixtures or equipment in the Premises that it does
not wish to use, and Landlord will be responsible for promptly removing such
furniture, fixtures and equipment, at Landlord’s
expense. If Tenant elects to do so, a furniture inventory and condition report
will be written and signed by Tenant and Landlord promptly after the
Commencement Date.

     49. General.

          A. Captions. The captions and headings used in this Lease are for the
purpose of convenience only and shall not be construed to limit or extend the
meaning of any part of this Lease. 

          B. Executed
Copy. Any fully executed copy of this Lease shall be deemed an original for all
purposes. 

          C. Time. Time is of the
essence for the performance and observance of each term, covenant and condition
of this Lease. 

          D. Severability. If one or more of the provisions contained herein, except for
the payment of Rent, is for any reason held to be invalid, illegal or
unenforceable in any respect, such invalidity, illegality, or unenforceability
shall not affect any other provision of this Lease, but this Lease shall be
construed as if such invalid, illegal or unenforceable provision had not been
contained herein. 

          E. Choice of
Law. This Lease shall be construed and enforced in accordance with the laws of
the State of California. The language in all parts of this Lease shall in all
cases be construed as a whole according to its fair meaning and not strictly for
or against either Landlord or Tenant. 

          F. Interpretation. When the context of this Lease requires, the neuter gender
includes the masculine, the feminine, a partnership or corporation or joint
venture, and the singular includes the plural. The term “including” shall be
deemed to mean “including, but not by way of limitation” and the term “or” has
the inclusive meaning represented by the term “and/or.”

-44-







          G.
No Effect of
Remeasurement. The statements of rentable
square footage set forth in this Lease are for the convenience of the parties,
and no adjustment shall be made to rental amounts, load factors or Tenant’s
Building Percentage if such square footage is later shown to be inaccurate.


          H. Binding
Effect. The covenants and agreement contained in this Lease shall be binding on
the parties hereto and on their respective successors and assigns to the extent
this Lease is assignable. 

          I. Waiver. The waiver by either
party of any breach of any term, covenant or condition of this Lease shall not
be deemed to be a waiver of such provision or any subsequent breach of the same
or any other term, covenant or condition of this Lease. The acceptance of Rent
hereunder by Landlord shall not be deemed to be a waiver of any preceding breach
at the time of acceptance of such payment. No term, covenant or condition of
this Lease shall be deemed to have been waived by either party unless the waiver
is in writing signed by the non-breaching party, as applicable. 

          J. Entire
Agreement. This Lease, including the Information Sheet, is the entire agreement
between the parties, and there are no agreements or representations between the
parties except as expressed herein. Except as otherwise provided herein, no
subsequent change or addition to this Lease shall be binding unless in writing
and signed by the parties hereto. 

          K. Authority. If Tenant is an
entity, each individual executing this Lease on behalf of such entity,
represents and warrants that he or she is duly authorized to execute and deliver
this Lease on behalf of the entity in accordance with its governing documents,
and that this Lease is binding upon the entity in accordance with its terms.
Landlord, at its option, may require a copy of such written authorization to
enter this Lease. The failure of Tenant to deliver the same to Landlord within
fifteen (15) days of Landlord’s request therefor shall be deemed a Default under
this Lease. 

          L. Exhibits. All exhibits,
amendments, riders and addenda attached hereto are hereby incorporated herein
and made a part hereof. 

          M. Counterparts. This Lease may
be executed in counterparts, each of which shall be an original, but all
counterparts shall constitute one (1) instrument. 

          N. Force
Majeure. Neither party shall be held
liable to the other party nor be deemed to have defaulted under or breached this
Lease for failure or delay in 

          O. performing
any obligation under this Lease to the extent that such failure or delay is
caused by or results from causes beyond the reasonable control of the affected
party, potentially including, but not limited to, embargoes, war, acts of war
(whether war be declared or not), insurrections, riots, civil commotions,
strikes, lockouts or other labor disturbances, fire, floods, or other acts of
God, or acts, omissions or delays in acting by any governmental authority or the
other party. The affected Party shall notify the other party of such force
majeure circumstances as soon as reasonably practical, and shall promptly
undertake all reasonable efforts necessary to cure such force majeure
circumstances.

-45- 






     THIS
LEASE, executed as of the date(s) set forth
below, is effective as of the Effective Date set forth in section B of the
Information Sheet. 

	Dated February 29, 2012	     	TENANT:
					  
		 	GERON
      CORPORATION, a Delaware corporation
	 				   
			By:  	/s/ John A. Scarlett	 
	  
	 		Its:	President and CEO	 
	    
	Dated February 29, 2012		LANDLORD:
					  
			EXPONENT REALTY,
      LLC,
			a Delaware
      limited liability company
			   
			By:	Exponent, Inc., a Delaware
      corporation,
				sole member and
      manager
	   
				By:  	/s/ Richard
      Schlenker	 
					Richard L. Schlenker
					Chief Financial
  Officer



-46-







EXHIBIT
A
PREMISES 




-47- 







EXHIBIT
B
PROPERTY

     That certain
land, together with all improvements thereon and all appurtenances thereto
located in the City of Menlo Park, County of San Mateo, State of California,
described as follows: 

PARCEL ONE: 

PARCEL “A”, AS DESIGNATED ON THAT CERTAIN MAP
ENTITLED, “PARCEL
MAP, RESUBDIVISION OF PARCEL 1 (VOL. 27 P.M., PG. 39) AND PARCEL ONE (VOL. 33
P.M., PGS. 45 & 46) BOHANNON INDUSTRIAL PARK, MENLO PARK, SAN MATEO COUNTY,
CALIFORNIA”, WHICH
MAP WAS FILED FEBRUARY 28, 1986, IN VOLUME 57 OF PARCEL MAPS, AT PAGES 13 AND 14
IN THE OFFICE OF THE RECORDER OF THE COUNTY OF SAN MATEO.

PARCEL TWO:

AN EASEMENT FOR THE CONSTRUCTION,
MAINTENANCE AND REPAIR OF A STORM SEWER OVER A 10 – FOOT WIDE STRIP LYING EQUALLY ON BOTH
SIDES OF THE FOLLOWING DESCRIBED CENTERLINE:

BEGINNING AT A POINT ON THE NORTHWESTERLY
LINE OF PARCEL “B”, AS SAID
PARCEL IS DESIGNATED ON THAT CERTAIN MAP ENTITLED, “PARCEL MAP, RESUBDIVISION OF PARCEL 1
(VOL. 27 P.M., PG. 39) AND PARCEL ONE (VOL. 33 P.M., PGS. 45 & 46) BOHANNON
INDUSTRIAL PARK, MENLO PARK, SAN MATEO COUNTY, CALIFORNIA”, WHICH MAP WAS FILED FEBRUARY 28, 1986,
IN VOLUME 57 OF PARCEL MAPS, AT PAGES 13 AND 14, IN THE OFFICE OF THE RECORDER
OF THE COUNTY OF SAN MATEO, SAID POINT OF BEGINNING BEARING SOUTH 36o
17’ 50” WEST 46.00 FEET FROM THE
NORTHERLY CORNER OF SAID PARCEL “B”; THENCE FROM SAID POINT OF BEGINNING SOUTH 78o 45’ EAST 89.00 FEET; THENCE NORTH 1o
48’ 12” WEST 25.27 FEET TO A POINT ON
THE NORTHEASTERLY LINE OF SAID PARCEL “B” AND THE TERMINUS OF SAID EASEMENT, SAID
POINT BEARING SOUTH 63o 47’ EAST 66.06 FEET FROM THE NORTHERLY CORNER OF SAID PARCEL
“B”. 

SAID EASEMENT SO GRANTED IS TO BE
APPURTENANT TO AND FOR THE BENEFIT AND USE OF THE LANDS OF THE GRANTEE AND ANY
SUBSEQUENT SUBDIVISIONS THEREOF.

ASSESSOR’S PARCEL NO. 055-243-230 JOINT PLANT NO.
055-024-000-73A

-48-







EXHIBIT
C
TENANT
IMPROVEMENTS
WORK
LETTER

Landlord and Tenant agree as
follows:

     1. General.


          (a)
The purpose of this Work Letter is to set forth how the interior improvements in
the Premises (the “Initial Installations”) are to be constructed, who will do
the construction of the Initial Installations, who will pay for the construction
of the Initial Installations, and the estimated time schedule for completion of
the construction of the Initial Installations.

          (b)
Except as defined in this Work Letter to the contrary, all terms utilized in
this Work Letter shall have the same meaning as the defined terms in the
Lease.

          (c)
The terms, conditions and requirements of the Lease, except where clearly
inconsistent with or inapplicable to this Work Letter, are incorporated into
this Work Letter.

          (d)
Except for the Initial Installations to be constructed pursuant to this Work
Letter, Tenant accepts the Premises in its “as is” condition and acknowledges
that it has had an opportunity to inspect the Premises prior to signing the
Lease.

     2. Preparation of Plans and
Construction Schedule and Procedures. Tenant, at Tenant’s sole cost and expense, shall arrange for the preparation of the
Proposed Plans and Final Plans and the Landlord shall arrange for the
construction of the Initial Installations in accordance with the following
schedule:

     (a) Within thirty (30) days
following the Effective Date of the Lease, Tenant shall cause the architect
selected by Tenant (the “Architect”) to prepare and deliver to Tenant for
Landlord's and Tenant's approval, the following proposed drawings, which
drawings shall be in substantially final form and in sufficient detail (each
individually or collectively, the “Proposed Plans”) for the Initial
Installations Tenant desires to have completed in the Premises: 

          (i)
Architectural drawings (consisting of demolition plans, floor construction plan,
elevation plan, ceiling lighting and layout, power, and telephone plan);


          (ii)
Mechanical drawings (consisting of HVAC, sprinkler, electrical, telephone, and
plumbing); 

-49-







          (iii)
Finish schedule (consisting of wall finishes and floor finishes and
miscellaneous details);

          (iv)
Structural drawings, if necessary; 

          (v)
Structural calculations, design and construction specifications with respect to
the hanging conference room wall that Tenant desires to have installed on the
Premises; and 

          (vi)
Such other information as may be necessary or advisable to allow for the
construction of the Initial Installations. 

     (b) The Proposed Plans and all
necessary mechanical, electrical and structural drawings shall be prepared by
the Architect (and mechanical, electrical and structural engineers chosen by
Tenant and approved by Landlord), each at Tenants sole cost and expense, except
as otherwise provided in this Work Letter. 

     (c) Landlord shall, within 10 days
after receipt of the Proposed Plans, advise Tenant of any reasonable changes or
corrections which Landlord requests. Tenant shall cause Architect to revise the
Proposed Plans as changed or corrected by Landlord and resubmit the revised
Proposed Plans to Landlord. Landlord shall, within 5 days after receipt of
Architect's revised Proposed Plans, advise Tenant of any additional reasonable
changes which Landlord requests. If Landlord disapproves the revised Proposed
Plans specifying the reason therefore, Tenant shall, to the extent such proposed
changes are reasonable, within 10 days of receipt of Landlord’s required
changes, cause Architect to revise the Proposed Plans and resubmit them to
Landlord. Landlord shall, again within 5 days after receipt of Architect's
revised Proposed Plans, advise Tenant of further changes, if any, required for
Landlord’s approval. This process shall continue until Landlord has approved the
revised Proposed Plans. Notwithstanding anything to the contrary contained in
the immediately preceding sentence, “Final Plans” shall mean the Proposed Plans,
as revised, which have been approved by Landlord and Tenant in writing.
Landlord agrees not to withhold or deny its
approval unreasonably.

     (d) Landlord shall not be required to
perform, and Tenant shall not request, work which would (i) require changes to
structural components of the Building (except as expressly permitted hereby) or
the exterior design of the Building, (ii) require any material modification to
the Building systems or other Building installations outside the Premises, (iii)
not comply with all applicable laws, or (iv) be incompatible with either the
certificate of occupancy issued for the Building or affect the value or
appearance of the Building or the Building's status as a first-class office
building. Any changes required by any governmental authority affecting the
construction of the Initial Installation shall be performed by Landlord, and
paid for in accordance with the provisions of this Lease governing Tenant
Improvement Allowance Reimbursement, and shall not be deemed to be a violation
of the Final Plans or of any provision of this Work Letter, and shall be deemed
automatically accepted and approved by Tenant. Landlord shall give notice to
Tenant of any change in the Final Plans required by any Governmental Authority
promptly after Landlord receives notice thereof. Tenant desires to install a
hanging conference room wall within the Premises. The parties acknowledge that
installation of the hanging conference room wall will require structural
engineering to the Building and will be a long lead-time item for the Initial
Alterations. Subject to Tenant’s timely delivery of the information required by
Paragraph 2(a)(v) of this Work Letter, Landlord will install track suitable for
the hanging conference room wall during construction of the Initial
Installation, and the hanging conference room wall will be promptly installed
when delivered. The parties agree that failure to have the hanging conference
room wall installed by the Commencement Date shall not constitute failure to
deliver ninety percent (90%) of the Premises by the Commencement Date, and
therefore Tenant shall not be entitled to terminate the Lease in its entirety, pursuant to Section
4(b)(ii) of the Lease, for failure to install the hanging conference room wall
by the Commencement Date.

-50-







     (e) Neither
the preparation of the Proposed Plans and resulting Final Plans by Architect,
nor the review or approval by Landlord of the Proposed Plans and resulting Final
Plans shall constitute a representation or warranty by Landlord that such plans
either (i) are complete or suitable for their intended purpose, or (ii) comply
with applicable laws and any insurance requirements; it being expressly agreed
by Tenant that Landlord assumes no responsibility or liability whatsoever to
Tenant or to any other person or entity for such completeness, suitability or
compliance. Tenant shall not make any changes in the Final Plans without
Landlord's prior written approval, which shall not be unreasonably withheld or
delayed; provided that Landlord may, in the exercise of its sole and absolute
discretion, disapprove any proposed changes adversely affecting the certificate
of occupancy issued for the Building or Premises or the Building's structure,
systems (including Intrabuilding Network Telephone Cable), equipment, appearance
or value. 

     (f) As soon as reasonably possible
following Landlord’s and Tenant’s approval of the Final Plans, Landlord shall
identify two (2) general contractors mutually acceptable to Landlord and Tenant
and Landlord shall obtain bids and estimated timelines for the construction of
the Initial Installation from such general contractors, for review by Landlord
and Tenant. Subject to the cost and timelines set forth in the bids, Tenant may
notify Landlord that it wishes to revise the approved Final Plans to affect
modifications in cost or timeline, and in that case Tenant shall submit revised
Proposed Plans to Landlord to be reviewed and finalized in accordance with
Sections 1(a) – (c). After review of the bids submitted with respect to the
Final Plans, the parties shall mutually agree upon an acceptable general
contractor to be hired by Landlord no later than March 30th, 2012 to
build the Initial Installations indicated on the Final Plans as soon thereafter
as reasonably possible but in any event prior to the Commencement Date,
consistent with industry custom and procedure. Landlord shall, through the
general contractor, require the Initial Installation to meet customary standards
of completeness, suitability and compliance. Landlord shall, at its expense,
install the Initial Improvements (in an amount not to exceed [*] ([$*]) per
rentable square foot of the Premises (up to [$*]) (the “Tenant Improvement
Allowance”)) specified in the Final Plan, respectively ("Landlord's Work").
Tenant shall have the right, but not the obligation, to utilize some or all of
the Tenant Improvement Allowance in connection with the Initial Installation or
any future Alterations permitted under the Lease. Landlord shall not be
obligated to provide any improvements other than Landlord's Work. Tenant shall
pay, not later than the completion of the Initial Installation or ten (10)
business days after Tenant's receipt of an invoice, for the cost of all Initial
Installation requested by Tenant and approved and/or installed by Landlord which
exceeds the Tenant Improvement Allowance. Notwithstanding anything contained herein to the contrary, Landlord’s
Work shall not include installing interior Cable to the workstations, which
shall be performed by Tenant’s contractor at Tenant’s sole cost and expense.
Landlord shall be responsible for obtaining all permits and governmental
inspections and approvals determined by Landlord to be necessary in connection
with the Initial Installation.


____________________


	*	     	Certain information on
      this page has been omitted and filed separately with the Commission.
      Confidential treatment has been requested with respect to the omitted
      portions.



-51-







     (g) Any
material revisions by Tenant of the Final Plans, Tenant's refusal to approve
comparable (in quality and price) materials, finishes or installations proposed
by Landlord in lieu of materials, finishes or installations requested by Tenant
that are not readily available when required to be installed or any failure by
Tenant to comply with the dates and time limits in this Work Letter, shall
constitute “Tenant Delays”. Landlord’s failure to
conduct its responsibilities in this Work Letter in accordance with the dates
and time limits in this Work Letter shall constitute “Landlord Delays”. In
addition, Landlord shall have the right to stop construction if Tenant fails to
pay such sums or otherwise materially defaults in the performance of its
obligations under the Lease or this Work Letter, and all such periods in which
work has stopped or been suspended shall constitute Tenant Delays. If Tenant
requests changes to the approved Final Plans, any delays reasonably caused
thereby in Substantially Completing construction of the Initial Installations
caused thereby shall also constitute Tenant Delays. Notwithstanding anything to
the contrary, neither party shall have any liability hereunder in case of an
event of force majeure, as set forth in Paragraph 49.N. of the Lease.



-52- 









     3. Change Orders. If Tenant requests
any changes to the Final Plans, Landlord shall not unreasonably withhold its
consent to any such changes, provided the changes do not adversely affect the
Base Building or the Building’s structure, systems (including Intrabuilding
Network Telephone Cable), equipment, appearance or value. Such changes shall be
set forth in a Change Order which must be approved in writing by Landlord and
Tenant. If such changes as set forth in an approved Change Order increase the
cost of constructing the Initial Installations shown on the Final Plans, Tenant
shall bear such costs, which shall be reimbursed to Landlord in accordance with
the terms and conditions of Paragraph 5.A.(iii) of the Lease for Tenant
Improvement Allowance Reimbursement. If the actual increased costs for changes
set forth in an approved Change Order are greater than the estimated increased
costs, Tenant shall bear such costs, which shall be reimbursed to Landlord in
accordance with the terms and conditions of Paragraph 5.A.(iii) of the Lease for
Tenant Improvement Allowance Reimbursement. If the Change Order requires costs
to be paid by Tenant, the costs charged by Landlord to Tenant with respect to
such Change Order shall be equal to the sum of (a) the amount of money Landlord
has to pay to cause the Initial Installations, as reflected by revised Final
Plans, to be constructed above the costs that Landlord would have had to pay to
cause the Initial Installations to be constructed if no changes had been made to
the Final Plans (“Differential”), and (b) any cancellation fees, reshipping
charges or any other similar costs incurred by Landlord in connection therewith.
If such changes as set forth in an approved Change Order delay Landlord’s
completion of the work shown on the Final Plans, then such delay shall
constitute a Tenant Delay. Any other actions of Tenant, or inaction by Tenant,
which delays Landlord in completing the Initial Installations shown on such
Final Plans shall also constitute a Tenant Delay. Whenever possible and
practical, Landlord will utilize, for the construction of the Initial
Installations, the items and materials designated in the Final Plans; provided,
however, that whenever Landlord reasonably determines in its judgment that it is
not practical or efficient to use such materials, Landlord shall have the right
to substitute comparable (in terms of quality and cost) items and materials with
the prior written approval of Tenant (or of better quality if no such comparable
item exists or is readily obtainable, provided that if the cost of such better
quality items or materials is materially greater than that of the designated
materials, Tenant’s prior written approval shall be required); at no time shall
Tenant be required to accept an inferior substitute because of the
unavailability of the item specified). If Tenant refuses to grant such consent
for a comparable item or material or a better quality item or material of
substantially the same cost, and Landlord is reasonably delayed in causing the
Premises, or any part thereof, to be Substantially Complete because of Tenant’s
failure to permit the substitution of comparable items and materials (or of
similarly priced better quality if no such comparable item exists or is readily
available), such delay shall constitute Tenant Delays.

     4. Entry by
Tenant and Its Agents; Designation of Tenant’s Construction Agent. 

          (a)
Subject to the terms of the 2007 Lease, Tenant, its personnel and Tenant Related
Parties has and shall continue to have the right to enter, occupy and utilize
the Existing Space). Except as hereinafter expressly provided, no Tenant Related
Parties shall enter any portion of the Premises other than the Existing Space
(such other portion being referred to herein as the “Additional Space”) during
the performance of Landlord’s Work. Tenant hereby designates Michael Yamada as
its authorized agent (“Tenant’s Construction Agent”) for the purpose of
submitting to Landlord and authorizing any Change Orders and for the purpose of
consulting with Landlord as to any and all aspects of Landlord’s Work. Tenant’s
Construction Agent shall have the right to inspect the Premises during the
course of Landlord’s Work provided Tenant’s Construction Agent shall coordinate
such inspection with Landlord and/or its contractor in advance.

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          (b) Landlord shall allow Tenant to have access to the
Additional Space (i) at the commencement of construction of the Landlord’s Work
for purposes of due diligence and installing Cabling (including data racks for
terminating the wires to the patch panels) and security systems, and (ii) upon
the Effective Date of the Lease with respect to portions of the Additional Space
not occupied by other tenants (and upon the date of vacation of such other
tenants with respect to portions of the Additional Space occupied by other
tenants)in order to install fixtures, furnishings and equipment and to otherwise
prepare the Premises for occupancy, subject to and in compliance with Section 4
d of the Lease, which right shall expressly exclude making any structural
modifications. Except as expressly permitted herein, in no event shall Tenant,
its employees, designers, contractors and workmen enter the Additional Space
prior to the Commencement Date unless and until such entry has been expressly
authorized by Landlord or Landlord’s Agent (Todd Squellati or Guy DeGarmo).
During any such entry prior to the Commencement
Date (a) Tenant shall comply with all terms and conditions of this Lease as if
the Commencement Date shall have occurred other than the obligation to pay Rent,
(b) Tenant shall not interfere with Landlord’s completion of the Landlord’s
Work, (c) Tenant shall cause its personnel and contractors (“Tenant Related
Parties”) to comply with any terms and conditions that Landlord or Landlord’s
contractor may reasonably impose and (d) Tenant shall not begin operation of its
business in the Additional Space. Tenant acknowledges that Tenant shall be
responsible for obtaining all applicable permits and inspections relating to any
such entry by Tenant. Tenant hereby assumes the entire risk of damage of, or
injury to, any of Tenant’s furniture, furniture systems or equipment installed
or placed in any portion of the Additional Space by Tenant prior to the
Commencement Date.

          (c) If
Tenant shall enter upon the Additional Space prior to the completion of
Landlord’s Work, Tenant shall indemnify and save Landlord harmless from and
against any and all Losses arising from or claimed to arise as a result of (i)
any act, neglect or failure to act of Tenant or anyone entering the Additional
Space with Tenant’s permission, or (ii) any other reason whatsoever arising out
of Tenant’s entry upon the Additional Space. 

     5. Substantial Completion. The term
“Substantial Completion” means that Landlord has
substantially completed Landlord’s Work, as reasonably determined by the
Architect. Landlord’s Work shall be deemed complete, notwithstanding the fact
that minor details of construction, mechanical adjustments or decoration which
do not materially interfere with Tenant’s use of the Premises remain to be
performed (items normally referred to as “punch-list” items). The Premises shall
be deemed Substantially Complete even though certain other portions of the
Building, which do not interfere with Tenant’s efficient conduct of its
business, have not been fully completed, and even though Tenant’s furniture,
furniture systems, telephones, telecopiers, photocopy machines, computers and
other business machines or equipment, and telephone and data cabling have not
been installed, the purchase and installation of which shall be Tenant’s sole
responsibility. Subject to the correction by Landlord of any punch-list items,
Tenant shall be obligated to accept the Premises at such time as the Premises
are Substantially Complete. Landlord and Tenant, within thirty (30) days after
Landlord tenders possession of the Premises to Tenant, shall jointly prepare a
punch-list of items not completed and Landlord agrees to proceed with reasonable
due diligence to perform its obligations regarding such items to be completed
within thirty (30) days after the parties finalize the punch-list or as soon
thereafter as is reasonable practical.

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     6.
Miscellaneous. 

          (a)
Tenant agrees that, in connection with the Initial Installations and its use of
the Premises prior to the Commencement Date, Tenant shall have those duties and
obligations with respect thereto that it has pursuant to the Lease as if the
Commencement Date shall have occurred other than the obligation to pay Base Rent
and Tenant’s Pro Rata Share of Expenses and Taxes, and further agrees that
Landlord shall not be liable in any way for injury, loss, or damage which may
occur to any of the Initial Installations or other installations made in the
Premises, or to any personal property placed therein, the same being at Tenant’s
sole risk. 

          (b)
Except as expressly set forth in this Work Letter and in the Lease, Landlord has
no other agreement with Tenant and Landlord has no other obligation to do any
other work or pay any amounts with respect to the Premises. Any other work in
the Premises which may be permitted by Landlord pursuant to the terms and
conditions of the Lease shall be done at Tenant’s sole cost and expense and in
accordance with the terms and conditions of the Lease. 

          (c)
This Work Letter shall not be deemed applicable to any additional space added to
the original Premises at any time or from time to time, whether by any options
under the Lease or otherwise, or to any portion of the original Premises or any
additions thereto in the event of a renewal or extension of the initial Term of
the Lease, whether by any options under the Lease or otherwise, unless expressly
so provided in the Lease or any amendment or supplement thereto. 

          (d)
The failure by Tenant to pay any monies due Landlord pursuant to this Work
Letter within the time period herein stated shall be deemed a Default under the
terms of the Lease for which Landlord shall be entitled to exercise all remedies
available to Landlord for nonpayment of Rent and Landlord, may, if it so elects,
discontinue construction of the Initial Installations until all such sums are
paid and Tenant has otherwise cured such Default. All late payments shall bear
interest pursuant to Section 6 of the Lease.

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          (e) If the date of Substantial Completion is delayed by reason
of Tenant Delay, the Premises shall be deemed Substantially Completed for the
purposes of determining the Commencement Date as of the date that the Premises
would have been Substantially Completed but for such Tenant Delay, provided that
in no event shall the Commencement Date be earlier than the Estimated
Commencement Date set forth in Paragraph C.4 of the Information Sheet nor shall
the expiration date of the Lease be extended beyond July 12, 2014. In addition,
Tenant shall pay to Landlord a sum equal to any additional cost to Landlord in
completing the Initial Installations resulting from any Tenant Delay which
causes the Commencement Date to be more than thirty (30) days later than the
Estimated Commencement Date, and Landlord shall pay to Tenant a sum equal to the
Rent, pro-rated on a day-to-day basis, for any Landlord Delay which causes the
Commencement Date to be more than thirty (30) days later than the Estimated
Commencement Date. 

     7. Definitions. For purposes of this
Work Letter, the term “Governmental Authority or
Authorities” shall mean The United States of America, the City of Menlo Park,
County of San Mateo , or State of California , or any political subdivision,
agency, department, commission, board, bureau or instrumentality of any of the
foregoing, now existing or hereafter created, having jurisdiction over the real
property.

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EXHIBIT D 

COMMENCEMENT DATE
MEMORANDUM 

	LANDLORD:	     	EXPONENT REALTY, LLC, a Delaware limited liability
      company
			  
	TENANT:	 	GERON CORPORATION, a Delaware corporation
			 
  
	LEASE DATE:		February 29, 2012
			 
  
	PREMISES:		149 Commonwealth Drive, Suite 2070, Menlo Park,
      California 94025



Pursuant to Paragraph 4.C. of the
above-referenced Lease, the Commencement Date is hereby established as _________
and the Expiration Date is established as ____________. 

			LANDLORD:
						  
			EXPONENT REALTY,
      LLC,
			a Delaware
      limited liability company
			   
			By:  	Exponent, Inc., a Delaware corporation, its
    sole        member and manager
	    
				By:  		 
					Richard L.
      Schlenker,
		     			Chief Financial
      Officer
						  
			TENANT:
	 	 	 
			GERON CORPORATION,
			a Delaware corporation
			   
			By:  			 
					Its: 		 




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EXHIBIT E 

RULES AND
REGULATIONS

	1.		No sign, placard,
      advertisement, name or notice shall be installed or displayed on any part
      of the outside or the inside of the Building without the prior written
      consent of Landlord. Landlord shall have the right to remove, at Tenant’s
      expense and without notice, any sign installed or displayed in violation
      of this rule. All approved signs or lettering on doors and walls shall be
      printed, painted, affixed or inscribed at the expense of Tenant by a
      person chosen by Landlord.
			  
	2.		Except as consented to
      in writing by Landlord or in accordance with Building standard
      improvements, no draperies, curtains, blinds, shades, screens or other
      devices shall be hung at or used in connection with any window or exterior
      door or doors of the Premises. No awning shall be permitted on any part of
      the Premises. Tenant shall not place
      anything against or near glass partitions, doors or windows, which may
      appear unsightly from outside the Premises.
	  
	3.		Tenant shall not
      obstruct any sidewalks, halls, lobbies, passages, exits, entrances,
      elevators or stairways of the Building. No tenant and no employee or
      invitee of any tenant shall go upon the roof of the Building or make any
      roof or terrace penetrations. Tenant shall not allow anything to be placed
      on the outside terraces or balconies without the prior written consent of
      Landlord.
	  
	4.		All cleaning and
      janitorial services for the Building shall be provided exclusively through
      Landlord, and, except with the written consent of Landlord, no person or
      persons other than those approved by Landlord shall be employed by Tenant
      or permitted to enter the Building for the purpose of cleaning. Tenant
      shall not cause any unnecessary labor by carelessness or indifference to
      the good order and cleanliness of the Premises. Landlord shall not in any
      way be responsible to any Tenant for any loss of property on the Premises,
      however occurring, or for any damage to any Tenant’s property by the
      janitor or any other employee or person.
	  
	5.		Landlord will furnish
      Tenant, free of charge, with one (1) key to all existing locks on interior
      doors in the Premises. Landlord will impose a reasonable charge per
      Landlord’s published price list for all additional keys, new locksets, and
      any other locksmithing services. Tenant shall not make or have made
      additional keys without Landlord’s prior written consent, and Tenant shall
      not alter any lock or install a new additional lock or bolt on any door of
      its Premises without Landlord’s prior written consent. Tenant shall
      deliver to Landlord, upon the termination of its tenancy, the keys to all
      locks for doors on the Premises, and in the event of loss of any keys
      furnished by Landlord, shall pay Landlord therefor.
	  
	6.	     	If Tenant requires
      telegraphic, telephonic, burglar alarm or similar services, it shall first
      obtain, and comply with, Landlord’s instructions for their
      installation.


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	7.		
      The elevators shall be available for
      use by all tenants in the Building, subject to reasonable scheduling as
      Landlord in its discretion shall deem appropriate. No equipment,
      materials, furniture, packages, supplies, merchandise or other property
      will be received in the Building or carried in the elevators except
      between the hours, and in the manner and in the elevators as may be
      designated by Landlord. 

			 
	8.		Tenant shall not place a load
      upon any floor of the Premises which exceeds the maximum load per square
      foot which the floor was designed to carry and which is allowed by law.
      Tenant’s business machines and mechanical equipment which cause noise or
      vibration which may be transmitted to the structure of the Building or to
      any space therein, and which is objectionable to Landlord or to any
      tenants in the Building, shall be placed and maintained by Tenant, at
      Tenant’s expense, on vibration eliminators or other devices sufficient to
      eliminate noise or vibration.
	 
	9.		Tenant shall not use or keep on
      the Premises any toxic or hazardous materials or any kerosene, gasoline or
      inflammable or combustible fluid or material other than those limited
      quantities necessary for the operation or maintenance of office equipment.
      Tenant shall not use or permit to be used in the Premises any foul or
      noxious gas or substance, or permit or allow the Premises to be occupied
      or used in a manner offensive or objectionable to Landlord or other
      occupants of the Building by reason of noise, odors or
    vibrations.
	 
	10.		No animal, except service and
      assistance dogs when in the company of their master, may be brought into
      or kept in the Building.
	 
	11.		Tenant shall not use any method
      of heating or air-conditioning other than that supplied by Landlord,
      unless Tenant receives the prior written consent of Landlord.
	 
	12.		Tenant shall cooperate fully with
      Landlord to assure the most effective operation of the Building’s heating
      and air-conditioning and to comply with any governmental energy-saving
      rules, laws or regulations of which Tenant has actual notice.
	 
	13.		Landlord reserves the right,
      exercisable without notice and without liability to Tenant, to change the
      name and street address of the Building.
	 
	14.	     	Landlord reserves the right to
      exclude any person from the Building between the hours of 6 p.m. and 7
      a.m. the following day, or any other hours as may be established from time
      to time by Landlord, and on Saturdays, Sundays and legal holidays, unless
      that person is known to the person or employee in charge of the Building
      and has a pass or is properly identified. Tenant shall be responsible for
      all persons for whom it requests passes and shall be liable to Landlord
      for all acts of those persons. Security badges will not be issued to
      persons under the age of sixteen (16) years of age. All persons under the
      age of sixteen (16) must be escorted by a person
      with an authorized security badge at all times. Landlord shall not be
      liable for damages for any error in admitting or excluding any person from
      the Building. Landlord reserves the right to prevent access to the
      Building by closing the doors or by other appropriate action in case of
      invasion, mob, riot, public excitement or other
  commotion.


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	15.		Tenant shall close and
      lock the doors of its Premises, shut off all water faucets or other water
      apparatus and turn off all lights and other equipment which is not
      required to be continuously run. Tenant shall be responsible for any
      damage or injuries sustained by other tenants or occupants of the Building
      or Landlord for noncompliance with this Rule.
	 
	16.		The toilet rooms,
      toilets, urinals, showers, wash bowls and other apparatus shall not be
      used for any purpose other than that for which they were constructed, and
      no foreign substance of any kind whatsoever shall be placed therein. The
      expense of any breakage, stoppage or damage resulting from any violation
      of this rule shall be borne by the tenant who, or whose employees or
      invitees, shall have caused it.
	 
	17.		Tenant shall not
      install any radio or television antenna, loudspeaker or other device on
      the roof or exterior walls of the Building. Tenant shall not interfere
      with radio or television broadcasting or reception from or in the Building
      or elsewhere.
	 
	18.		Tenant shall not
      install any wireless telephone or network equipment that shall interfere
      with Building systems or Landlord and other Tenant equipment
      systems.
	 
	19.		Tenant shall not cut
      or bore holes for wires in the partitions, woodwork or plaster of the
      Premises. Tenant shall not affix any floor covering to the floor of the
      Premises in any manner except as approved by Landlord. Tenant shall
      repair, or be responsible for the cost of repair of any damage resulting
      from noncompliance with this Rule.
	 
	20.		Tenant shall not
      install, maintain or operate upon the Premises any vending machine without
      the prior written consent of Landlord.
	 
	21.		Canvassing, soliciting
      and distributing handbills or any other written material and peddling in
      the Building are prohibited, and each tenant shall cooperate to prevent
      these activities.
	  
	22.		Landlord reserves the
      right to exclude or expel from the Building any person who, in Landlord’s
      judgment, is intoxicated or under the influence of liquor or drugs or who
      is in violation of any of the Rules and Regulations of the
    Building.
	 
	23.	     	Tenant shall store all
      its trash and garbage within its Premises. Tenant shall not place in any
      trash box or receptacle any material which cannot be disposed of in the
      ordinary and customary manner of trash and garbage disposal within the
      Building. All garbage and refuse disposal shall be
      made in accordance with directions issued from time to time by
      Landlord.


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	24.		Use by Tenant for
      brewing coffee, tea, hot chocolate and similar beverages and microwaving
      food shall be permitted, provided that the equipment is approved by
      Underwriter’s Laboratory for commercial use and is in accordance with all
      applicable federal, state, county and city laws, codes, ordinances, rules
      and regulations.
	 
	25.		Tenant shall not use
      the name of the Building in connection with or in promoting or advertising
      the business of Tenant, except as Tenant’s address, without the written
      consent of Landlord.
	 
	26.		Tenant shall comply
      with all safety, fire protection and evacuation procedures and regulations
      established by Landlord or any governmental agency. Tenant shall be
      responsible for any increased insurance premiums attributable to Tenant’s
      use of the Premises, Building or Property.
	 
	27.		Tenant assumes any and
      all responsibility for protecting its Premises from theft and robbery,
      which responsibility includes keeping doors locked and other means of
      entry to the Premises closed.
	 
	28.		Tenant shall not use
      the Premises, or suffer or permit anything to be done on, in or about the
      Premises, which may result in an increase to Landlord in the cost of
      insurance maintained by Landlord on the Project.
	 
	29.		Tenant’s requests for
      assistance will be attended to only upon appropriate application to
      Landlord. Employees of Landlord shall not perform any work or do anything
      outside of their regular duties unless under special instructions from
      Landlord, and no employee of Landlord will admit any person (Tenant or
      otherwise) to any office without specific instructions from
      Landlord.
	 
	30.		Tenant shall comply
      with all parking monitoring controls or devices from time to time
      installed or otherwise implemented by Landlord. Tenant shall not park its
      vehicles in any parking areas designated by Landlord as areas for parking
      by visitors to the Building or other reserved parking spaces. Tenant shall
      not leave vehicles in the Building parking areas overnight without the
      prior written consent of Landlord’s manager for the Property, nor park any
      vehicles in the Building parking areas other than automobiles,
      motorcycles, motor driven or non-motor driven bicycles or four-wheeled
      trucks. Tenant, its agents, employees and invitees shall not park any one
      (1) vehicle in more than one (1) parking space.
	 
	31.	     	The scheduling and
      manner of all Tenant move-ins and move-outs shall be subject to the
      discretion and approval of Landlord. Landlord shall have the right to
      approve or disapprove the movers or moving company employed by Tenant, and
      Tenant shall cause the movers to use only the
      entry doors and elevators designated by Landlord. If Tenant’s movers
      damage the elevator or any other part of the Property, Tenant shall pay to
      Landlord the amounts required to repair the damage. Tenant shall maintain
      effective security control at all access points to and from the Building
      to ensure that moving personnel entering and leaving the Building do not
      commit theft. 


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	32.		Landlord may waive any one or
      more of these Rules and Regulations for the benefit of Tenant or any other
      tenant, but no waiver by Landlord shall be construed as a waiver of the
      Rules and Regulations in favor of Tenant or any other tenant, nor prevent
      Landlord from thereafter enforcing the Rules and Regulations against any
      or all of the tenants of the Building.
	  
	33.		These Rules and Regulations are
      in addition to, and shall not be construed to in any way modify or amend,
      in whole or in part, the terms, covenants, agreements and conditions of
      any lease of premises in the Building.
	  
	34.		Landlord reserves the right to
      make other reasonable Rules and Regulations as, in its judgment, may from
      time to time be needed for safety and security, for care and cleanliness
      of the Building and for the preservation of good order therein. Tenant
      agrees to abide by all Rules and Regulations hereinabove stated and any
      additional rules and regulations which are adopted.
	  
	35.	     	Tenant shall be responsible for
      the observance of all of the foregoing rules by Tenant’s employees,
      agents, clients, customers, invitees and
guests.


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EXHIBIT F

BUILDING
SERVICES 

ADDITIONAL SERVICES:

At the request
of Tenant, Landlord may provide additional services such as, but not limited to,
shipping/receiving services, mail services, furniture moves, moving and
miscellaneous facilities services. 



These services will be provided at a
mutually agreed upon price and may be canceled by either party with thirty (30)
days written notice. 

CAFETERIA: 

Tenant may use
Landlord’s cafeteria with the following understandings: 

	Tenant employees will use a predetermined route to
  access the Landlord’s cafeteria. This route will be agreed upon mutually by
  Tenant and Landlord.
 
  
	Catering is available through Landlord’s cafeteria
  at the published prices at the time of service.
 
  
	In the event Tenant requires additional services
  and/or different methods of billing, it will be reviewed and mutually agreed
  upon by Tenant and Landlord prior to implementation.


KITCHENS/COFFEE
STATIONS:

Tenant will be
charged $10.00 per employee, consultant, or contractor per month for use of
kitchens, coffee and first aid stations located adjacent to their space. This
charge will not exceed $1000.00 per month

CONFERENCE ROOMS:

Conference
rooms within the Premises shall be for Tenant’s exclusive use. On four (4)
occasions per calendar year during the Term, Tenant will have the right to
notify Landlord a minimum of four (4) months in advance that it wishes to
reserve the “Silicon Valley” conference room (#1146), and such reservation will
be guaranteed by Landlord unless Tenant is notified in writing by Landlord at
least three (3) months prior to the reserved date that the Silicon Valley
conference room will not be available for Tenant’s use. On all other occasions
that Tenant reserves the Silicon Valley Conference room, such reservation will
be guaranteed by Landlord unless Tenant is notified in writing by Landlord at
least fourteen (14) days prior to the reserved date that
the conference room will not be available for Tenant’s use.

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COPY CENTER: 

Tenant will
have the option to use the Landlord Copy Center and withdraw supplies at
Landlord’s published prices at the time of service.

OFFICE NAME TAGS: 

Office name
tags, if required, will be the responsibility and at the expense of Tenant.


SECURITY: 

Security
Access Badges: Landlord will issue one (1)
security access badge to each employee. If any badges issued to Tenant are not
returned, Tenant will be charged $15.00 per badge for each badge that is not returned.


Locks:
The locks on corridor doors in the leased
space occupied by Tenant will be re-keyed initially by Landlord at no charge.
One key for each door will be provided to Tenant at no charge. Thereafter, all
re-keying of locks, making of keys, and any additional locksets required and not
already in existence will be invoiced monthly to Tenant at Landlord’s published
price in effect at the time of service. All locksets must be keyed to Landlord
master key system and Tenant shall not change, alter, or modify any key or
locksets at any time without Landlord’s prior approval. 

Data
Services: Landlord does not provide any
internet/data services to Tenant. The building has a wireless internet access
service from NextWeb/Covad and wired high-speed Internet cable modem service
from Comcast. Tenant may choose to use Nextweb/Covad, Comcast or any other
alternatives offered by local telecommunications or data service providers at
Tenant’s sole cost. NextWeb/Covad pricing flyer
is attached for reference. Landlord and other building tenants are using
NextWeb/Covad or Comcast service. Landlord is not affiliated with NextWeb/Covad
or Comcast and does not guarantee any performance of NextWeb/Covad or Comcast’s
services. 

ANNUAL REVIEW OF PRICING:


The pricing,
charges and/or mark-up applied to services provided to Tenant by Landlord will
be reviewed annually to determine if Landlord’s costs of providing the
aforementioned services have increased. In the event said costs have increased,
the percent of increase will be passed along to Tenant.

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