exv10w2



 






Exhibit 10.2



TORREY PINES COURT, LA JOLLA

OFFICE LEASE




LANDLORD:




MULLROCK 3 TORREY PINES, LLC,

a Delaware limited liability company




TENANT:




OREXIGEN THERAPEUTICS, INC.,

a Delaware corporation




 









 





SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS



This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS (“Summary”) is hereby incorporated into and
made a part of the attached Office Lease which pertains to the Building described in Section 1.4
below. All references in the Lease to the “Lease” shall include this Summary. All references in
the Lease to any term defined in this Summary shall have the meaning set forth in this Summary for
such term. Any initially capitalized terms used in this Summary and any initially capitalized
terms in the Lease which are not otherwise defined in this Summary shall have the meaning given to
such terms in the Lease. If there is any inconsistency between the Summary and the Lease, the
provisions of the Lease shall control.




	 	 	 	 	 
	1.1

	 	Landlord’s Address:
	 	Mullrock 3 Torrey Pines, LLC
	 

	 	 	 	c/o The Muller Company
	 

	 	 	 	23521 Paseo de Valencia, Suite 200
	 

	 	 	 	Laguna Hills, California 92653
	 

	 	 	 	Attention: Mr. Stephen J. Muller
	 

	 	 	 	Telephone: (949) 460-5380
	 

	 	 	 	Facsimile: (949) 586-0470
	 
	 	 	 	 
	 

	 	With a copy to:
	 	Allen Matkins Leck Gamble Mallory & Natsis LLP
	 

	 	 	 	501 West Broadway, Fifteenth Floor
	 

	 	 	 	San Diego, California 92101-3541
	 

	 	 	 	Attention: Martin L. Togni, Esq.
	 

	 	 	 	Telephone: (619) 233-1155
	 

	 	 	 	Facsimile: (619) 233-1158
	 
	 	 	 	 
	1.2

	 	Tenant’s Address:
	 	From and after Commencement Date:
	 
	 	 	 	 
	 

	 	 	 	Orexigen Therapeutics, Inc.
	 

	 	 	 	3344 Torrey Pines Court, Second Floor
	 

	 	 	 	La Jolla, California 92037
	 

	 	 	 	Attention: Graham Cooper
	 

	 	 	 	Telephone: (858) 436-8602
	 

	 	 	 	Facsimile: (858) 436-8650
	 
	 	 	 	 
	 

	 	 	 	Prior to Commencement Date:
	 
	 	 	 	 
	 

	 	 	 	Orexigen Therapeutics, Inc.
	 

	 	 	 	12481 High Bluff Drive, Suite 160
	 

	 	 	 	San Diego, California 92130







	1.3	 	Site; Project: The Site consists of the parcel(s) of real property commonly known as Torrey
Pines Court, La Jolla, located at 10350 North Torrey Pines Road and 3333, 3344, 3366 and 3377
Torrey Pines Court, City of San Diego, County of San Diego, State of California, as shown on
the site plan attached hereto as Exhibit “A” as such area may be expanded or reduced
from time to time. The Project includes the Site and all buildings, improvements and
facilities, now or subsequently located on the Site from time to time, including, without
limitation, the Building currently located on the Site, as depicted on the site plan attached
hereto as Exhibit “A”. The aggregate rentable square feet of the Project is (as of
the date hereof) approximately 196,000 rentable square feet.
	 
	1.4	 	Building: A four (4) story office building located on the Site, containing approximately
46,193 rentable square feet, the address of which is 3344 North Torrey Pines Court, San Diego,
California 92037.
	 
	1.5	 	Premises: The entire first (1st) and second (2nd) floor of the
Building as generally shown on the plan attached hereto as Exhibit “B,” and containing
22,229 rentable and 19,818 usable square feet (consisting of 9,628 rentable and 8,584 usable
square feet of space on the first (1st) floor of the Building and 12,601 rentable
and 11,234 usable square feet of space on the second (2nd) floor of the Building).
	 
	1.6	 	Term: Sixty-four (64) months.
	 
	1.7	 	Commencement Date: The date of Substantial Completion (as defined in the Work Letter
Agreement attached hereto as Exhibit “C”) of the Premises, which Commencement Date is
anticipated to be no sooner than March 1, 2008.





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]



(i)









 






	1.8	 	Monthly Basic Rent: Upon the commencement of the Term of this Lease, and on the first day of
each month thereafter during the Term of this Lease, Tenant shall pay to Landlord, in advance
and without demand, notice, offset or deduction, as Monthly Basic Rent for the Premises the
following monthly payments:





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Monthly Basic Rent
	Months of Term	 	Monthly Basic Rent	 	per Rentable Square Foot
	*1 – 12
	 	$	87,804.55	 	 	$	3.95	 
	13 – 24
	 	$	90,916.61	 	 	$	4.09	 
	25 – 36
	 	$	94,028.67	 	 	$	4.23	 
	37 – 48
	 	$	97,363.02	 	 	$	4.38	 
	49 – 60
	 	$	100,697.37	 	 	$	4.53	 
	61 – 64
	 	$	104,254.01	 	 	$	4.69	 








 




			
	*	 	Including any partial month at the beginning of the Term if the Commencement Date does not fall on
the first day of the month and subject to abatement as provided in Section 3.1 below.






	1.9	 	Tenant’s Percentage: 48.12%, which is the ratio that the rentable square footage of the
Premises (22,229 rentable square feet) bears to the rentable square footage of the Building
(46,193 rentable square feet). Accordingly, as more particularly set forth in Sections 4.3
and 4.4 hereof, Tenant shall pay to Landlord 48.12% of the “Operating Expenses” (as defined in
Section 4.4) in excess of “Landlord’s Contribution to Operating Expenses” as defined in
Section 1.10 of the Summary below.
	 
	1.10	 	Landlord’s Contribution to Operating Expenses: Tenant’s Percentage of Operating Expenses
incurred by Landlord during calendar year 2008 (the “Base Year”), adjusted to reflect an
assumption that the Project is fully assessed for real property tax purposes as a completed
Project ready for occupancy and that the Project is ninety-five percent (95%) occupied during
such year.
	 
	1.11	 	Letter of Credit: $1,000,000.00 (subject to increase or decrease as provided in Section 5
below).
	 
	1.12	 	Permitted Use: All legally permitted uses within the IP-1-1 classification to the extent
consistent within the character of the Project as a first-class research and development
Project and for no other purposes whatsoever.
	 
	1.13	 	Brokers: Colliers International representing Landlord and The Staubach Company – San Diego,
Inc. representing Tenant.
	 
	1.14	 	Interest Rate: The lesser of: (a) the rate announced from time to time by Wells Fargo Bank
or, if Wells Fargo Bank ceases to exist or ceases to publish such rate, then the rate
announced from time to time by the largest (as measured by deposits) chartered bank operating
in California, as its “prime rate” or “reference rate”, plus five percent (5%); or (b) the
maximum rate permitted by law.
	 
	1.15	 	Tenant Improvements: The tenant improvements previously installed in the Premises, if any,
and the tenant improvements to be installed in the Premises, if any, as described in the Work
Letter Agreement attached hereto as Exhibit “C”.
	 
	1.16	 	Parking: A total of forty-six (46) unreserved, uncovered parking privileges in the
Building’s parking lot and fifteen (15) reserved, covered parking privileges in the
subterranean garage at the Project, all at no additional cost to Tenant, which parking
privileges shall be subject to the provisions set forth in Section 6.2 of this Lease.
Additionally, Tenant shall have the right to lease an additional three (3) reserved, covered
parking privileges in the subterranean garage at the Project at a cost of One Hundred Dollars
($100.00) per reserved, covered privilege per month, which rate shall be fixed during the
initial Lease Term but shall be subject to increase to Landlord’s then prevailing rate during
the Option Term (if applicable); provided, however, that Tenant shall, subject to Landlord’s
approval, have the right to rescind Tenant’s leasing of all or a portion of the three (3)
additional reserved spaces upon thirty (30) days prior written notice to Landlord (which
rescission right, if exercised, shall be irrevocable during the remainder of the Lease Term
(including the Option Term).
	 
	1.17	 	Business Hours for the Building. 7:00 a.m. to 6:00 p.m., Mondays through Fridays (except
Building Holidays) and 8:00 a.m. to 1:00 p.m. on Saturdays (except Building Holidays).
“Building Holidays” shall mean nationally and locally recognized holidays as designated by
Landlord.
	 
	1.18	 	Guarantor(s): None.





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




(ii)










 





STANDARD FORM OFFICE LEASE




TABLE OF CONTENTS




	 	 	 	 	 	 	 
	Section	 	Title	 	Page
	1.
	 	Premises	 	 	1	 
	2.
	 	Term; Notice of Lease Dates; Option Term	 	 	1	 
	3.
	 	Rent and Basic Rent Abatement	 	 	3	 
	4.
	 	Common Areas; Operating Expenses	 	 	3	 
	5.
	 	Letter of Credit	 	 	9	 
	6.
	 	Use	 	 	11	 
	7.
	 	Payments and Notices	 	 	14	 
	8.
	 	Brokers	 	 	14	 
	9.
	 	Surrender; Holding Over	 	 	14	 
	10.
	 	Taxes on Tenant’s Property	 	 	15	 
	11.
	 	Condition of Premises; Repairs	 	 	15	 
	12.
	 	Alterations	 	 	16	 
	13.
	 	Liens	 	 	17	 
	14.
	 	Assignment and Subletting	 	 	18	 
	15.
	 	Entry by Landlord	 	 	20	 
	16.
	 	Utilities and Services	 	 	20	 
	17.
	 	Indemnification and Exculpation	 	 	22	 
	18.
	 	Damage or Destruction	 	 	23	 
	19.
	 	Eminent Domain	 	 	24	 
	20.
	 	Tenant’s Insurance	 	 	25	 
	21.
	 	Landlord’s Insurance	 	 	26	 
	22.
	 	Waiver of Claims; Waiver of Subrogation	 	 	26	 
	23.
	 	Tenant’s Default and Landlord’s Remedies	 	 	27	 
	24.
	 	Landlord’s Default	 	 	29	 
	25.
	 	Subordination	 	 	29	 
	26.
	 	Estoppel Certificate	 	 	29	 
	27.
	 	Intentionally Omitted	 	 	30	 
	28.
	 	Modification and Cure Rights of Landlord’s Mortgagees and Lessors	 	 	30	 
	29.
	 	Quiet Enjoyment	 	 	30	 
	30.
	 	Transfer of Landlord’s Interest	 	 	30	 
	31.
	 	Limitation on Landlord’s Liability	 	 	30	 
	32.
	 	Miscellaneous	 	 	30	 
	33.
	 	Waiver of Jury Trial	 	 	33	 
	34.
	 	Landlord Renovations	 	 	33	 
	35.
	 	Communication Equipment	 	 	33	 






EXHIBITS




	 	 	 
	EXHIBIT “A”

	 	Project Site Plan
	EXHIBIT “B”

	 	Premises
	EXHIBIT “C”

	 	Work Letter Agreement
	EXHIBIT “D”

	 	Sample Form of Notice of Lease Term Dates
	EXHIBIT “E”

	 	Rules and Regulations
	EXHIBIT “F”

	 	Sample Form of Tenant Estoppel Certificate
	EXHIBIT “G”

	 	Form of Letter of Credit
	EXHIBIT “H”

	 	Form of Subordination Agreement; Acknowledgment of Lease
Assignment, Estoppel, Attornment and Non-Disturbance Agreement
	EXHIBIT “I”

	 	Tenant’s Approved Logo
	EXHIBIT “J”

	 	Final Space Plan





 TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




(i)










 





	 	 	 
	Abandonment

	 	 27
	Accountant

	 	 9
	Actual Statement

	 	 8
	ADA

	 	 15
	Additional Allowance

	 	Exhibit C
	Additional LC Amount

	 	 9
	Adjustment Date

	 	 9
	Affiliate Assignee

	 	 20
	Affiliates

	 	 20
	Allowances

	 	 Exhibit C
	Amortization Period

	 	 Exhibit C
	Amortization Rent

	 	 Exhibit C
	Approved Working Drawings

	 	 Exhibit C
	Architect

	 	 Exhibit C. Exhibit C
	Bank

	 	 9
	Base Year

	 	 ii
	Base, Shell and Core

	 	 Exhibit C
	Brokers

	 	 ii
	Building

	 	 i
	Building Common Areas

	 	 3
	Building Holidays

	 	 ii
	Building’s Share

	 	 4
	business day

	 	 14
	Commencement Date

	 	 i
	Common Areas

	 	 3
	Communication Equipment

	 	 33
	Comparable Buildings

	 	 1
	Construction Drawings

	 	 Exhibit C. Exhibit C
	Contractor

	 	 Exhibit C
	Cost Pools

	 	 5
	Cost Proposal

	 	 Exhibit C
	Cost Proposal Delivery Date

	 	 Exhibit C
	costs of remediation

	 	 14
	Cutoff Date

	 	 8
	days

	 	 31
	Eligibility Period

	 	 22
	Engineers

	 	 Exhibit C. Exhibit C
	Environmental Law

	 	 13
	Environmental Permits

	 	 13
	Estimate Statement

	 	 8
	Excess Expenses

	 	 4
	Existing Lender

	 	 29
	Existing Lender SNDA

	 	 29
	Extension Notice

	 	 1
	Extension Option

	 	 1
	fair market rental rate

	 	 1
	Final Space Plan

	 	 17. Exhibit C
	Final Working Drawings

	 	 Exhibit C
	First HVAC Adjustment

	 	 21
	Force Majeure Delays

	 	 32
	GAAP

	 	 4
	Guarantor(s)

	 	 ii
	Hazardous Materials

	 	 13
	HVAC

	 	 15, 20
	Indemnified Claims

	 	 23
	Landlord

	 	 1
	Landlord Hazardous Materials

	 	 13
	Landlord Indemnified Parties

	 	 13, 23
	Landlord Supervision Fee

	 	 Exhibit C
	Landlord’s Broker

	 	 14
	LC Expiration Date

	 	 10
	Lease

	 	 1
	Letter of Credit

	 	 9, ii
	Logo

	 	 12
	Monthly Basic Rent

	 	 ii
	Operating Expenses

	 	 4
	Option Term

	 	 1
	Optional Allowance

	 	 Exhibit C
	Original Tenant

	 	 2
	Outside Agreement Date

	 	 2
	Over-Allowance Amount

	 	 Exhibit C
	Package Unit

	 	 22
	PCBs

	 	 13
	Permits

	 	 Exhibit C
	Permitted Use

	 	 ii





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




(i)










 






	 	 	 
	 

	 	Page(s)

	Pre-Approved Change

	 	 16
	Premises

	 	 i
	Project

	 	 i
	Project Common Areas

	 	 3
	Real Property Taxes and Assessments

	 	 7, 8
	release or threatened release

	 	 14
	Renovations

	 	 33
	rent

	 	 3
	Review Period

	 	 8
	Security Deposit Laws

	 	 11
	Signage Specifications

	 	 12
	Site

	 	 i
	Specifications

	 	 Exhibit C
	Stated Amount

	 	 9
	Subject Space

	 	 18
	Substantial Completion

	 	 Exhibit C
	Summary

	 	 1
	Systems

	 	 16
	Tenant

	 	 1
	Tenant Changes

	 	 16
	Tenant Delays

	 	 Exhibit C
	Tenant Improvement Allowance

	 	 Exhibit C
	Tenant Improvement Allowance Items

	 	 Exhibit C
	Tenant Improvements

	 	 Exhibit C
	Tenant Indemnified Parties

	 	 13
	Tenant Parties

	 	 23
	Tenant’s Broker

	 	 14
	Tenant’s Exterior Signage

	 	 12
	Tenant’s Name Sign

	 	 12
	Tenant’s Parties

	 	 13
	Tenant’s Percentage

	 	 ii
	Tenant’s Review Period

	 	 2
	Tenant’s Security System

	 	 22
	Tenant’s Top Sign

	 	 12
	Term

	 	 i
	Time Deadlines

	 	 Exhibit C
	Transfer

	 	 18
	Transfer Date

	 	 18
	Transfer Notice

	 	 18
	Transferee

	 	 18
	Work Letter Agreement

	 	 Exhibit C
	worth at the time of award

	 	 28




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




(ii)












 





OFFICE LEASE



This LEASE, which includes the preceding Summary of Basic Lease Information and Definitions
(“Summary”) attached hereto and incorporated herein by this reference (“Lease”), is made as of the
7th day of December, 2007, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware
limited liability company (“Landlord”), and OREXIGEN THERAPEUTICS, INC., a Delaware corporation
(“Tenant”).



1. Premises.



1.1. Premises. Upon and subject to the terms, covenants and conditions hereinafter set forth in
this Lease, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises
described in Section 1.5 of the Summary above, improved or to be improved with the Tenant
Improvements.



1.2. Landlord’s Reservation of Right. Provided Tenant’s use of and access to the Premises is not
materially interfered with in an unreasonable manner, and subject to the terms of this Lease,
Landlord reserves for itself the right from time to time to install, use, maintain, repair, replace
and relocate pipes, ducts, conduits, wires and appurtenant meters and equipment above the ceiling
surfaces, below the floor surfaces and within the walls of the Building and the Premises.



1.3. Rentable and Usable Square Feet. The parties hereby stipulate that the Premises contain the
rentable and usable square feet set forth in Section 1.5 of the Summary, and such square footage
amounts are not subject to adjustment or remeasurement by Landlord or Tenant. Accordingly, there
shall be no adjustment in Tenant’s Percentage, the Monthly Basic Rent, the Allowances or other
amounts set forth in this Lease which are determined based upon rentable or usable square feet of
the Premises.



2. Term; Notice of Lease Dates; Option Term.



2.1. Term; Notice of Lease Dates. The Term of this Lease shall be for the period designated in
Section 1.6 of the Summary commencing on the Commencement Date, and ending on the expiration of
such period, unless the Term is sooner terminated as provided in this Lease. Notwithstanding the
foregoing, if the Commencement Date falls on any day other than the first day of a calendar month
then the Term of this Lease will be measured from the first day of the month following the month in
which the Commencement Date occurs. If Landlord does not deliver possession of the Premises to
Tenant on or before the anticipated Commencement Date (as set forth in Section 1.7(ii) of the
Summary), Landlord shall not be subject to any liability nor shall the validity of this Lease nor
the obligations of Tenant hereunder be affected. Within ten (10) days after Landlord’s written
request, Tenant shall execute a written confirmation of the Commencement Date and expiration date
of the Term in the form of the Notice of Lease Term Dates attached hereto as Exhibit “D”.



2.2. Option Term.





	(a)	 	Subject to the terms hereof, Landlord hereby grants to Tenant one (1) option (the “Extension
Option”) to extend the Term of this Lease with respect to the entire Premises for five (5)
years (“Option Term”), on the same terms, covenants and conditions as provided for in this
Lease during the initial Term, except that all economic terms such as, without limitation,
Monthly Basic Rent, parking charges, etc., shall be established based on the “fair market
rental rate” for the Premises for the Option Term as defined and determined in accordance with
the provisions of this Section 2.2.
	 
	(b)	 	The Extension Option must be exercised, if at all, by written notice (“Extension Notice”)
delivered by Tenant to Landlord no earlier than the date which is twelve (12) months, and no
later than the date which is nine (9) months, prior to the expiration of the original Term of
this Lease. Tenant’s failure to timely provide the Extension Notice shall render the
Extension Option null and void and of no further force or effect.
	 
	(c)	 	The term “fair market rental rate” as used herein shall mean the annual amount per rentable
square foot, projected during the relevant period, that a willing, comparable tenant
(excluding sublease, assignment and new tenant transactions) would pay, and a willing,
comparable landlord of a comparable quality building located in the Torrey Pines area of San
Diego County (“Comparable Buildings”), would accept, at arm’s length (what Landlord is
accepting in current transactions for the Project may be considered), from a tenant having
similar financial responsibility, credit rating and capitalization as Tenant then has, for a
five (5) year term of a lease of space unencumbered by any other tenant’s expansion rights and
comparable in size, quality and floor height as the leased area at issue taking into account
the age, quality, views and layout of the existing improvements in the leased area at issue
(with consideration given to the fact that the improvements existing in the Premises are
specifically suitable to Tenant), giving appropriate consideration to the standard of
measurement by which the rentable square footage is measured, the ratio of rentable square
feet to usable square feet, and taking into account items that professional real estate
brokers customarily consider in renewal transactions, including, but





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




 









 









	 	 	not limited to: the condition
of the improvements in the comparable premises; rental rates; office space availability;
tenant size, refurbishment allowances, credit standing and financial stature; brokerage
commissions; operating expenses; and base year and/or expense stops; parking charges, and
any other amounts then being charged by Landlord or the lessors of such similar office
buildings.
	 
	(d)	 	Landlord’s determination of fair market rental rate shall be delivered to Tenant in writing
not later than twenty (20) days following Landlord’s receipt of Tenant’s Extension Notice.
Tenant will have five (5) business days (“Tenant’s Review Period”) after receipt of Landlord’s
notice of the fair market rental rate within which to accept such fair market rental rate or
to object thereto in writing. Tenant’s failure to accept the fair market rental rate submitted
by Landlord in writing within Tenant’s Review Period will conclusively be deemed Tenant’s
disapproval thereof. If Tenant objects to the fair market rental rate submitted by Landlord
within Tenant’s Review Period, then Landlord and Tenant will attempt in good faith to agree
upon such fair market rental rate using their best good faith efforts. If Landlord and Tenant
fail to reach agreement on such fair market rental rate within ten (10) days following the
expiration of Tenant’s Review Period (the “Outside Agreement Date”), then Tenant may, within
ten (10) business days following the Outside Agreement Date, demand by written notice to
Landlord that each party’s determination be submitted to appraisal in accordance with the
following provisions of this Section 2.2. Each party’s determination shall be submitted in a
sealed envelope to the arbitrators concurrently with the selection of the arbitrators as
provided below. Tenant’s failure to timely demand appraisal will constitute Tenant’s
rescission of its Extension Notice and the Extension Option will be null and void and of no
further force or effect. Tenant’s failure to timely provide the Extension Notice shall render
the Extension Option null and void and of no further force or effect.
	 
	(e)	 	Appraisal.






	 
	 	(1)	 	Landlord and Tenant shall each appoint one independent, unaffiliated, neutral appraiser
who shall by profession be a real estate broker who has been active over the five (5) year
period ending on the date of such appointment in the valuation of leases of comparable
office space in Comparable Buildings. Each such appraiser will be appointed within twenty
(20) days after the Outside Agreement Date.
	 
	 	(2)	 	The two (2) appraisers so appointed will, within ten (10) days of the date of the
appointment of the last appointed appraiser, agree upon and appoint a third appraiser who
shall be qualified under the same criteria set forth herein above for qualification of the
initial two (2) appraisers.
	 
	 	(3)	 	The determination of the appraisers shall be limited solely to the issue of whether
Landlord’s or Tenant’s last proposed (as of the Outside Agreement Date) new fair market
rental rate for the Premises is the closest to the actual new fair market rental rate for
the Premises as determined by the appraisers, taking into account the requirements of
Sections 2.2(a) and 2.2(c) above and this Section 2.2(e) regarding same.
	 
	 	(4)	 	The three (3) appraisers shall, within fifteen (15) days of the appointment of the
third appraiser, reach a decision as to whether the parties shall use Landlord’s or
Tenant’s submitted new fair market rental rate (i.e., the appraisers may only select
Landlord’s or Tenant’s submission and may not select a compromise position), and shall
notify Landlord and Tenant thereof.
	 
	 	(5)	 	The decision of the majority of the three (3) appraisers shall be binding upon Landlord
and Tenant. The cost of each party’s appraiser shall be the responsibility of the party
selecting such appraiser, and the cost of the third appraiser (or arbitration, if
necessary) shall be shared equally by Landlord and Tenant.
	 
	 	(6)	 	If either Landlord or Tenant fails to appoint an appraiser within the time period in
Section 2.2(e)(1) hereinabove, the appraiser appointed by one of them shall reach a
decision, notify Landlord and Tenant thereof and such appraiser’s decision shall be binding
upon Landlord and Tenant.
	 
	 	(7)	 	If the two (2) appraisers fail to agree upon and appoint a third appraiser, both
appraisers shall be dismissed and the matter to be decided shall be forthwith submitted to
arbitration under the provisions of the American Arbitration Association (but subject to
the requirements of Sections 2.2(a) and 2.2(c) and this Section 2.2(e)).
	 
	 	(8)	 	In the event that the new Monthly Basic Rent is not established prior to end of the
then current Term of this Lease, the Monthly Basic Rent immediately payable at the
commencement of such Option Term shall be the Monthly Basic Rent payable in the immediately
preceding month. Notwithstanding the above, once the fair market rental is determined in
accordance with this Section 2.2, the parties shall settle any underpayment or overpayment
on the next Monthly Basic Rent payment date falling not less than thirty (30) days after
such determination.






	(f)	 	No Defaults; Personal. Notwithstanding anything above to the contrary, the Extension
Option is personal to the original Tenant executing this Lease (“Original Tenant”) and any
Affiliate





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]





-2-









 









	 	 	Assignee pursuant to Section 14.8 below and may be exercised only by the Original
Tenant or such Affiliate Assignee while occupying no less than one (1) full floor of the
entire Premises and may not be exercised or be assigned, voluntarily or involuntarily, by any
person or entity other than the Original Tenant or such Affiliate Assignee, as the case may
be. The Extension Option is not assignable separate and apart from this Lease, nor may the
Extension Option be separated from this Lease in any manner, either by reservation or
otherwise. Tenant or Tenant’s Affiliate Assignee shall have no right to exercise the
Extension Option, notwithstanding any provision of the grant of the Extension Option to the
contrary, and Tenant’s or Tenant’s Affiliate Assignee exercise of the Extension Option may, at
Landlord’s option, be nullified by Landlord and deemed of no further force or effect, if
Tenant or Tenant’s Affiliate Assignee shall be in default under the terms of this Lease after
the expiration of all applicable notice and cure periods as of Tenant’s or Tenant’s Affiliate
Assignee exercise of the Extension Option or at any time after the exercise of the Extension
Option and prior to the commencement of the Option Term.




3. Rent and Basic Rent Abatement.



3.1. Monthly Basic Rent. Tenant agrees to pay Landlord, as basic rent for the Premises, the
Monthly Basic Rent in the amounts designated in Section 1.8 of the Summary. The Monthly Basic Rent
shall be paid by Tenant in monthly installments in the amounts designated in Section 1.8 of the
Summary in advance on the first day of each and every calendar month during the Term, without
demand, notice, deduction or offset except that the first full month’s Monthly Basic Rent shall be
paid upon Tenant’s execution and delivery of this Lease to Landlord. Monthly Basic Rent for any
partial month shall be prorated in the proportion to the actual number of days in any particular
month. Notwithstanding anything to the contrary contained herein and provided that Tenant
faithfully performs all of the terms and conditions of this Lease, Landlord hereby agrees to abate
Tenant’s obligation to pay (i) one hundred percent (100%) of Tenant’s Monthly Basic Rent for the
second floor portion of the Premises for the second (2nd), third (3rd),
fourth (4th) and fifth (5th) full months of the initial Lease Term and
(ii) one hundred percent (100%) of Tenant’s Monthly Basic Rent for the first (1st) floor
portion of the Premises for the second (2nd), third (3rd), fourth
(4th) and fifth (5th) months of the initial Lease Term and fifty percent
(50%) of Tenant’s Monthly Basic Rent for the first (1st) floor portion of the Premises
for the sixth (6th), seventh (7th), eighth (8th), and ninth
(9th) full months of the initial Lease Term. During such abatement period, Tenant shall
still be responsible for the payment of all of its other monetary obligations under this Lease
except Monthly Basic Rent. In the event of a default by Tenant under the terms of this Lease that
results in early termination pursuant to the provisions of Section 23 of this Lease, then as a part
of the recovery set forth in Section 23 of this Lease, Landlord shall be entitled to the pro-rata
recovery of the Monthly Basic Rent that was abated under the provisions of this Section 3.1.



3.2. Additional Rent. All amounts and charges payable by Tenant under this Lease in addition to
the Monthly Basic Rent described in Section 3.1 above (including, without limitation, payments for
insurance, repairs and parking, and Tenant’s Percentage of Operating Expenses in excess of
Landlord’s Contribution to Operating Expenses as provided in Section 1.10 of the Summary) shall be
considered additional rent for the purposes of this Lease, and the word “rent” in this Lease shall
include such additional rent unless the context specifically or clearly implies that only the
Monthly Basic Rent is referenced. The Monthly Basic Rent and additional rent shall be paid to
Landlord as provided in Section 7, without any prior notice or demand therefor and without any
deduction or offset whatever, in lawful money of the United States of America.



4. Common Areas; Operating Expenses.



4.1. Definitions; Tenant’s Rights. During the Term of this Lease, Tenant shall have the
non-exclusive right to use, in common with other tenants in the Project, and subject to the Rules
and Regulations referred to in Section 6 below, those portions of the Project (the “Project Common
Areas”) not leased or designated for lease to tenants that are provided for use in common by
Landlord, Tenant and any other tenants of the Project (or by the sublessees, agents, employees,
customers invitees, guests or licensees of any such party), whether or not those areas are open to
the general public. The Project Common Areas shall include, without limitation, any fixtures,
systems, decor, facilities and landscaping contained, maintained or used in connection with those
areas, and shall be deemed to include any city sidewalks adjacent to the Project, any pedestrian
walkway system, park or other facilities located on the Site and open to the general public. The
common areas appurtenant to the Building shall be referred to herein as the “Building Common Areas”
and shall include, without limitation, the following areas:





	(a)	 	the common entrances, lobbies, restrooms on multi-tenant floors, elevators, stairways and
accessways, loading docks, ramps, drives and platforms and any passageways and serviceways
thereto to the extent not exclusively serving another tenant or contained within another
tenant’s premises, and the common pipes, conduits, wires and appurtenant equipment serving the
Premises; and
	 
	(b)	 	the parking structure and parking areas, loading and unloading areas, trash areas, roadways,
sidewalks, walkways, parkways, driveways and landscaped areas appurtenant to the Building.




The Building Common Areas and the Project Common Areas shall be referred to herein collectively as
the “Common Areas.”




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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4.2. Landlord’s Reserved Rights. Landlord reserves the right from time to time to use any of the
Common Areas and to do any of the following, as long as such acts do not unreasonably and
materially interfere with Tenant’s use of or access to the Premises and provided that such
expansion or construction does not increase the amount of Operating Expenses allocable to Tenant as
defined in Section 4.4 below:





	(a)	 	expand the Building and construct or alter other buildings or improvements on the Site;
	 
	(b)	 	make any changes, additions, improvements, repairs or replacements in or to the Project, the
Site, the Common Areas and/or the Building (including the Premises if required to do so by any
law or regulation) and the fixtures and equipment thereof, including, without limitation:
(i) maintenance, replacement and relocation of pipes, ducts, conduits, wires and meters; and
(ii) changes in the location, size, shape and number of driveways, entrances, stairways,
elevators, loading and unloading areas, ingress, egress, direction of traffic, landscaped
areas and walkways and, subject to Section 6.2, parking spaces and parking areas;
	 
	(c)	 	close temporarily any of the Common Areas while engaged in making repairs, improvements or
alterations to the Project, Site and/or Building; and
	 
	(d)	 	perform such other acts and make such other changes with respect to the Project, Site, Common
Areas and Building, as Landlord may, in the exercise of its good faith business judgment, deem
to be appropriate.




4.3. Excess Expenses. In addition to the Monthly Basic Rent required to be paid by Tenant pursuant
to Section 3.1 above, during each month during the Term of this Lease (after the Base Year noted
in Section 1.10 of the Summary), Tenant shall pay to Landlord the amount by which Tenant’s
Percentage of Operating Expenses for such calendar year exceeds Landlord’s Contribution to
Operating Expenses (such amount shall be referred to in this Section 4 as the “Excess Expenses”),
in the manner and at the times set forth in the following provisions of this Section 4.



4.4. Definition of Operating Expenses. As used in this Lease, the term “Operating Expenses” shall
consist of all costs and expenses of operation, maintenance, repair and replacement (subject to the
terms hereof) of the Project (including the Building, the Site and the Common Areas) as determined
by generally accepted accounting principles (“GAAP”) and calculated assuming the Project is
ninety-five percent (95%) occupied, together with the Building’s Share of all costs and expenses
for the operation, maintenance, repair and replacement of the Project and the Project Common Areas
as determined by Landlord utilizing GAAP and calculated assuming the Project is ninety-five percent
(95%) occupied. The term “Building’s Share” shall mean a fraction, the numerator of which is the
rentable square footage of the Building and the denominator of which is the rentable square footage
of the Project. Operating Expenses include the following costs by way of illustration but not
limitation: (a) Real Property Taxes and Assessments (as defined in Section 4.5 below) and any
taxes or assessments imposed in lieu thereof; (b) any and all assessments imposed with respect to
the Building, Common Areas, and/or Site pursuant to any covenants, conditions and restrictions
affecting the Site, Common Areas or Building; (c) to the extent not charged to and paid by Tenant
pursuant to Section 16.2 below, water and sewer charges and the costs of electricity, heating,
ventilating, air conditioning and other utilities; (d) to the extent not charged to and paid by
Tenant pursuant to Section 16.2 below, utilities surcharges and any other costs, levies or
assessments resulting from statutes or regulations promulgated by any government authority in
connection with the use or occupancy of the Site, Building or the Premises or the parking
facilities serving the Site, Building or the Premises; (e) costs of insurance obtained by Landlord
pursuant to Section 21 of this Lease; (f) waste disposal and janitorial services; (g) security (if
any); (h) costs incurred in the management of the Site, Building and Common Areas, including,
without limitation: (1) supplies, (2) wages, salaries (but not above the level of Project manager),
benefits, pension payments, fringe benefits, uniforms and dry-cleaning thereof (and payroll taxes,
unemployment taxes, employer’s Social Security taxes, together with any other taxes levied on
wages, salaries, compensation and benefits, insurance and similar governmental charges related
thereto) of employees used in the operation and maintenance of the Site, Building and Common Areas,
(3) the rental of personal property used by Landlord’s personnel in the maintenance, repair and
operation of the Project, (4) management office expenses including rent and operating costs,
(5) accounting fees directly related to the Project, legal fees directly related to the Project and
real estate consultant’s fees, and (6) a management/administrative fee substantially consistent
with that charged by landlords of Comparable Buildings, but in any event not to exceed four
percent (4%) of the gross revenues of the Project; (i) supplies, materials, equipment and tools;
(j) repair and maintenance of the elevators and the structural portions of the Building, including
the plumbing, heating, ventilating, air-conditioning, electrical and other utility systems
installed or furnished by Landlord; (k) maintenance, costs and upkeep of all parking and Common
Areas; (l) amortization on a straight-line basis over the useful life (as reasonably determined by
Landlord), together with interest at the Interest Rate (as defined in Section 1.14 of the Summary
of this Lease) on the unamortized balance of all costs of a capital nature (including, without
limitation, capital improvements, capital replacements, capital repairs, capital equipment and
capital tools): (1) reasonably intended to produce
 a reduction in operating charges or energy
consumption or effect other economies in the operation or maintenance of the Project (but only to
the extent of the cost savings that result therefrom and with Landlord to provide, upon Tenant’s
written request, backup information regarding the basis for Landlord’s reasonable belief in such
reduction in
operating expenses); or (2) required after the date of this Lease under any governmental law or
regulation that was not in effect as of the Commencement Date; or (3) for repair or replacement of
any equipment or improvements needed to operate and/or maintain the Building, the Common Areas
and/or the Site at the same quality levels as prior to the repair or replacement; (m) costs and
expenses of




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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gardening and landscaping; (n) maintenance of signs; (o) personal property taxes levied
on or attributable to personal property used in connection with the Building, the Common Areas
and/or the Site; and (p) costs and expenses of repairs, resurfacing, repairing, maintenance,
painting, lighting and similar items, including appropriate reserves. If Landlord is not
furnishing any particular work or service (the cost of which, if performed by Landlord, would be
included in Operating Expenses) to a tenant who has undertaken to perform such work or service in
lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by
an amount equal to the additional Operating Expenses which would reasonably have been incurred
during such period by Landlord if it had at its own expense furnished such work or service to such
tenant. For purposes of determining Landlord’s Contribution to Operating Expenses, Operating
Expenses shall not include (i) one-time special assessments, charges, costs or fees or
extraordinary charges or costs incurred in the Base Year only, (ii) market-wide labor-rate
increases due to extraordinary circumstances including, but not limited to, boycotts and strikes,
(iii) utility rate increases due to extraordinary circumstances including, but not limited to,
conservation surcharges, boycotts, embargoes or other shortages. As provided in Section 4.5 below,
the Base Year shall be fully assessed for purposes of Real Property Taxes and Assessments.



Landlord shall have the right, from time to time, to equitably allocate some or all of the
Operating Expenses between the Building and/or among different tenants of the Project and/or
different buildings of the Project as and when such different buildings are constructed and added
to (and/or excluded from) the Project or otherwise (the “Cost Pools”). Such Cost Pools may
include, without limitation, the office space tenants and industrial space tenants of the Project
or of a building or buildings in the Project. Such Cost Pools may also include an allocation of
certain Operating Expenses within or under covenants, conditions and restrictions affecting the
Project. In addition, Landlord shall have the right from time to time, in its reasonable
discretion, to include or exclude existing or future buildings in the Project for purposes of
determining Operating Expenses and/or the provision of various services and amenities thereto,
including allocation of Operating Expenses in any such Cost Pools.



Landlord hereby agrees that the cost of any new type or increased amount of insurance coverage
(including, but not limited to, earthquake insurance) (or increased limits of insurance or decrease
in the amount of deductibles) which is obtained or effected by Landlord during any calendar year
after the Base Year (but is not obtained or effected during the Base Year) shall be added to the
Operating Expenses for the Base Year (but at the rate which would have been in effect during the
Base Year or the rate in effect during such subsequent calendar year, whichever is lower) prior to
the calculation of Tenant’s Share of Operating Expenses for each such calendar year in which such
change in insurance is initially obtained or effected. In the event that any of Landlord’s
insurance premiums applicable to the Project shall decrease in any calendar year subsequent to the
Base Year (including, without limitation, as a result of any decrease in the amount or type of
coverage or increase in deductibles), Operating Expenses attributable to the Base Year, shall,
commencing the year of such decrease, but only as long as and to the extent such decrease remains
in effect, thereafter be reduced by the amount of such decrease in the insurance premiums.



Landlord further agrees that any costs incurred in any calendar year after the Base Year because of
any added new type of discretionary services which were readily available during the Base Year, and
customarily provided by landlords of Comparable Buildings during the Base Year (but not by
Landlord), and not included in the Base Year shall be added to and included in the Base Year for
purposes of determining the Operating Expenses payable for such calendar year in which such added
new type of discretionary services are so provided, as if such services were provided in the Base
Year (but at the rate for such services which would have been in effect during the Base Year, or
the rate in effect during such subsequent calendar year, whichever is lower); provided, however,
the foregoing provision shall not apply to the costs of any capital additions, capital alterations,
capital repairs or capital improvements which shall be governed by the provisions of Section 4.4
above. In addition, if in the event and to the extent any portion of the Project is covered by a
warranty or service agreement which provides warranty-type protection at any time during the Base
Year and is not covered by such warranty or such warranty-type protection under such service
agreement in a subsequent calendar year to the same extent, Operating Expenses for the Base Year
shall be deemed increased by the amount Landlord would have incurred during the Base Year with
respect to the items or matters covered by the subject warranty or warranty-type protection, had
such warranty or such service agreement not been in effect during the Base Year.



Notwithstanding anything in the definition of Operating Expenses set forth above, Operating
Expenses shall not include the following:





	(a)	 	costs incurred in connection with defects in the original construction of the Project or in
connection with any major change in the Project, such as adding or deleting floors;
	 
	(b)	 	depreciation, interest and principal payments on mortgages or other debt costs, if any;
	 
	(c)	 	marketing costs, legal fees, space planners’ fees, advertising and promotional expenses, and
brokerage fees incurred in connection with the original development, subsequent improvement,
or original or future leasing of the Project;
	 
	(d)	 	costs for which the Landlord is reimbursed, or would have been reimbursed, if Landlord had
carried the insurance Landlord is required to carry pursuant to this Lease or would have been
reimbursed if Landlord had used commercially reasonable efforts to collect such amounts from
any tenant or occupant of the Project or by insurance from its carrier or any tenant’s
carrier;





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	(e)	 	any bad debt loss, rent loss, or reserves for bad debts or rent loss or any reserves of any
kind (but Operating Expenses may include reasonable reserves imposed upon the Project as part
of the assessments under any covenants, conditions and restrictions recorded against the
Project other than a reserve for any debt or financing arrangement);
	 
	(f)	 	costs associated with the operation of the business of the partnership or entity which
constitutes the Landlord, as the same are distinguished from the costs of operation of the
Project, including partnership accounting and legal matters, costs of defending any lawsuits
with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling,
syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the
Project, and costs incurred in connection with any disputes between Landlord and its
employees, between Landlord and Project management, or between Landlord and other tenants or
occupants;
	 
	(g)	 	the wages and benefits of any employee who does not devote substantially all of his or her
employed time to the Project unless such wages and benefits are prorated to reflect time spent
on operating and managing the Project vis-à-vis time spent on matters unrelated to operating
and managing the Project; provided, that in no event shall Operating Expenses for purposes of
this Lease include wages and/or benefits attributable to personnel above the level of Project
manager unless those personnel are acting in the capacity of their respective positions and
the amount of salary being charged to the Project is comparable to Comparable Buildings;
	 
	(h)	 	late charges, penalties, liquidated damages, and interest arising out of Landlord’s failure
to make timely payment of any of its obligations;
	 
	(i)	 	amount paid as ground rental for the Project;
	 
	(j)	 	costs, including permit, license and inspection costs, incurred with respect to the
installation of tenant improvements made for new tenants or other occupants in the Project or
incurred in renovating or otherwise improving, decorating, painting or redecorating vacant
space for tenants or other occupants of the Project (excluding, however, such costs relating
to any Common Areas of the Project or the parking facilities);
	 
	(k)	 	costs of capital repairs and capital alterations, capital improvements and capital equipment,
except as permitted in this Section 4.4 above;
	 
	(l)	 	any amount paid by Landlord or to the parent organization or a subsidiary or affiliate of the
Landlord for supplies and/or services in the Project to the extent the same exceeds the
typical costs of such supplies and/or services rendered by qualified, first-class unaffiliated
third parties on a competitive basis;
	 
	(m)	 	any compensation paid to clerks, attendants or other persons in commercial concessions
operated by or on behalf of the Landlord (other than the parking facilities serving the
Project);
	 
	(n)	 	rentals and other related expenses incurred in leasing air conditioning systems, elevators or
other equipment (except when needed in connection with normal repairs and maintenance of
permanent systems) which if purchased the cost of which would be excluded from Operating
Expenses as a capital cost (excluding, however, equipment not affixed to the Building or the
Project which is used in providing janitorial or similar services);
	 
	(o)	 	all items and services for which Tenant or any other tenant in the Project is obligated to
reimburse Landlord, or which Landlord provides selectively to one or more tenants (other than
Tenant) without reimbursement;
	 
	(p)	 	electric power costs or costs for other utilities for which any tenant (including Tenant)
directly contracts with a public service company, or any costs for electricity, water, heat,
air conditioning or other utilities provided by Landlord to any tenant free of charge in
excess of the costs for utilities offered by Landlord to Tenant free of charge;
	 
	(q)	 	costs, other than those incurred in ordinary maintenance and repair, for sculpture,
paintings, fountains or other objects of art;
	 
	(r)	 	depreciation and amortization, except as provided herein and except on materials, tools,
supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services
Landlord might otherwise contract for with a third party where such depreciation and
amortization would otherwise have been included in the charge for such third party’s services,
all as determined in accordance with standard real estate accounting practices, consistently
applied, and when depreciation or amortization is permitted or required, the item shall be
amortized over its reasonably anticipated useful life as reasonably determined by Landlord in
the manner
described in Section 4.4(l) above, together with interest on the unamortized costs at the
Interest Rate;
	 
	(s)	 	any costs expressly excluded from Operating Expenses elsewhere in this Lease;





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	(t)	 	rent for any office space occupied by Project management personnel to the extent the size or
rental rate of such office space exceeds the size or fair market rental value of office space
occupied by management personnel of the Comparable Buildings, with adjustment where
appropriate for the size of the applicable project;
	 
	(u)	 	Landlord’s general corporate overhead and general and administrative expenses, except for the
property management fee and except as they relate to the specific management of the Project
such as tax management services and project accounting fees;
	 
	(v)	 	costs arising from the gross negligence or willful misconduct of Landlord or Landlord’s
agents, employees, contractors, invitees or licensees;
	 
	(w)	 	costs incurred to comply with applicable laws with respect to the cleanup, removal,
investigation and/or remediation of any Hazardous Materials (as such term is defined in
Section 6.4 below) in, on or under the Project and/or the Building to the extent such
Hazardous Materials are: (1) in existence as of the Commencement Date and in violation of any
applicable Environmental Law (as defined in Section 6.4 below) in effect as of the
Commencement Date, and were of such a nature that a federal, state or municipal governmental
or quasi-governmental authority, if it had then had knowledge of the presence of such
Hazardous Materials, in the state and under the conditions that the same existed in the
Building or on the Project, would have then required removal, remediation or other action with
respect to such Hazardous Materials; or (2) introduced onto the Project and/or the Building
after the Commencement Date by Landlord or any of Landlord’s agents, employees, contractors or
other tenants in violation of applicable laws in effect at the date of introduction, and were
of such a nature that a federal, state or municipal governmental or quasi-governmental
authority, if it had then had knowledge of the presence of such Hazardous Materials, in the
state and under the conditions that the same existed in the Building or on the Project, would
have then required removal, remediation or other action with respect to such Hazardous
Materials;
	 
	(x)	 	costs arising from Landlord’s charitable or political contributions; and
	 
	(y)	 	costs, expenses or liabilities incurred by Landlord in connection with its obligations under
Section 6.5 of this Lease.




Landlord shall (i) not make a profit by charging items to Operating Expenses that are otherwise
also charged separately to others and (ii) Landlord shall not collect Operating Expenses from
Tenant and all other tenants/occupants in the Building in an amount in excess of what Landlord
incurred for the items included in Operating Expenses.



4.5. Definition of Real Property Taxes and Assessments. Notwithstanding anything to the contrary
in this Lease, all Real Property Taxes and Assessments shall be adjusted, during the Base Year and
throughout the Lease Term, to reflect Tenant’s Base Year with the assumption that the Building is
fully assessed for real property tax purposes as a completed building(s) ready for occupancy. As
used in this Lease, the term “Real Property Taxes and Assessments” shall mean: any form of
assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge,
improvement bond, tax, water and sewer rents and charges, utilities and communications taxes and
charges or similar or dissimilar imposition imposed by any authority having the direct power to
tax, including any city, county, state or federal government, or any school, agricultural,
lighting, drainage or other improvement or special assessment district thereof, or any other
governmental charge, general and special, ordinary and extraordinary, foreseen and unforeseen,
which may be assessed against any legal or equitable interest of Landlord in the Premises,
Building, Common Areas, Site or Project, including the following by way of illustration but not
limitation:





	(a)	 	any tax on Landlord’s “right” to rent or “right” to other income from the Premises or as
against Landlord’s business of leasing the Premises;
	 
	(b)	 	any assessment, tax, fee, levy or charge in substitution, partially or totally, of any
assessment, tax, fee, levy or charge previously included within the definition of real
property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by
the voters of the State of California in the June, 1978 election and that assessments, taxes,
fees, levies and charges may be imposed by governmental agencies for such services as fire
protection, street, sidewalk and road maintenance, refuse removal and for other governmental
services formerly provided without charge to property owners or occupants. It is the
intention of Tenant and Landlord that all such new and increased assessments, taxes, fees,
levies and charges be included within the definition of “real property taxes” for the purposes
of this Lease;
	 
	(c)	 	any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises
or other premises in the Building or the rent payable by Tenant hereunder or other tenants of
the Building, including, without limitation, any gross receipts tax or excise tax levied by
state, city or
federal government, or any political subdivision thereof, with respect to the receipt of
such rent, or upon or with respect to the possession, leasing, operation, management,
maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion
thereof but not on Landlord’s other operations;





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	(d)	 	any assessment, tax, fee, levy or charge upon this transaction or any document to which
Tenant is a party, creating or transferring an interest or an estate in the Premises; and/or
	 
	(e)	 	any assessment, tax, fee, levy or charge by any governmental agency related to any
transportation plan, fund or system (including assessment districts) instituted within the
geographic area of which the Building is a part.




Notwithstanding the foregoing, if, after the Commencement Date, Real Property Taxes and Assessments
are reduced, then for purposes of all subsequent calendar years including the calendar year in
which the reduction occurs, Landlord’s Contribution to Operating Expenses shall be proportionately
reduced. Notwithstanding the foregoing provisions of this Section 4.5 above to the contrary, “Real
Property Taxes and Assessments” shall not include Landlord’s federal or state income, franchise,
inheritance or estate taxes.



4.6. Estimate Statement. By the first day of April of each calendar year during the Term of this
Lease (after the Base Year noted in Section 1.10 of the Summary) or as soon thereafter as
reasonably possible, Landlord shall deliver to Tenant a statement (“Estimate Statement”) estimating
the Operating Expenses for the current calendar year and the estimated amount of Excess Expenses
payable by Tenant. Landlord shall have the right no more than one (1) time in any calendar year to
deliver a revised Estimate Statement showing the Excess Expenses for such calendar year if Landlord
determines that the Excess Expenses are greater than those set forth in the original Estimate
Statement (or previously delivered revised Estimate Statement) for such calendar year. The Excess
Expenses shown on the Estimate Statement (or revised Estimate Statement, as applicable) shall be
divided into twelve (12) equal monthly installments, and Tenant shall pay to Landlord, concurrently
with the regular monthly rent payment next due following the receipt of the Estimate Statement (or
revised Estimate Statement, as applicable), an amount equal to one (1) monthly installment of such
Excess Expenses multiplied by the number of months from January in the calendar year in which such
statement is submitted to the month of such payment, both months inclusive (less any amounts
previously paid by Tenant with respect to any previously delivered Estimate Statement or revised
Estimate Statement for such calendar year). Subsequent installments shall be paid concurrently
with the regular monthly rent payments for the balance of the calendar year and shall continue
until the next calendar year’s Estimate Statement (or current calendar year’s revised Estimate
Statement) is received.



4.7. Actual Statement. By the first day of April of each succeeding calendar year during the Term
of this Lease or as soon thereafter as reasonably possible, Landlord shall deliver to Tenant a
statement (“Actual Statement”) of the actual Operating Expenses and Excess Expenses for the
immediately preceding calendar year. If the Actual Statement reveals that Excess Expenses were
over-stated or under-stated in any Estimate Statement (or revised Estimate Statement) previously
delivered by Landlord pursuant to Section 4.6 above, then within thirty (30) days after delivery of
the Actual Statement, Tenant shall pay to Landlord the amount of any such under-payment, or,
Landlord shall credit Tenant against the next monthly rent falling due, the amount of such
over-payment, as the case may be. Such obligation will be a continuing one which will survive the
expiration or earlier termination of this Lease. Prior to the expiration or sooner termination of
the Lease Term and Landlord’s acceptance of Tenant’s surrender of the Premises, Landlord will have
the right to estimate the actual Operating Expenses for the then current calendar year and to
collect from Tenant prior to Tenant’s surrender of the Premises, Tenant’s Percentage of any excess
of such actual Operating Expenses over the estimated Operating Expenses paid by Tenant in such
calendar year during the Term of this Lease.



4.8. No Release. Any delay or failure by Landlord in delivering any Estimate or Actual Statement
pursuant to this Section 4 shall not constitute a waiver of its right to receive Tenant’s payment
of Excess Expenses, nor shall it relieve Tenant of its obligations to pay Excess Expenses pursuant
to this Section 4, except that Tenant shall not be obligated to make any payments based on such
Estimate or Actual Statement until ten (10) days after receipt of such statement. Notwithstanding
the foregoing to the contrary, Tenant shall not be responsible for Tenant’s Percentage of any
Excess Expenses attributable to any calendar year which was first billed to Tenant more than
eighteen (18) calendar months after the date (the “Cutoff Date”) which is the earlier of (i) the
expiration of the applicable calendar year or (ii) the Lease expiration date, except that Tenant
shall be responsible for Tenant’s Percentage of any Excess Expenses levied by any governmental
authority or by any public utility company at any time following the applicable Cutoff Date which
are attributable to any calendar year occurring prior to such Cutoff Date, so long as Landlord
delivers to Tenant a bill and supplemental Statement for such amounts within forty-five (45) days
following Landlord’s receipt of the applicable bill therefor.



4.9. Audit Rights. In the event Tenant disputes the amount of the Operating Expenses set forth in
the Actual Statement for the particular calendar year delivered by Landlord to Tenant pursuant to
Section 4.7 above, Tenant shall have the right, at Tenant’s cost, after reasonable notice to
Landlord, to have Tenant’s authorized employees or agents inspect, at Landlord’s office during
normal business hours, Landlord’s books, records and supporting documents concerning the Operating
Expenses set forth in such Actual Statement; provided, however, Tenant shall have no right to
conduct such inspection, have
an audit performed by the Accountant as described below, or object to or otherwise dispute the
amount of the Operating Expenses set forth in any such Actual Statement, unless Tenant notifies
Landlord of such objection and dispute, completes such inspection, and has the Accountant commence
and complete such audit within nine (9) months immediately following Landlord’s delivery of the
particular Actual Statement in question (the “Review Period”); provided, further, that
notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition
precedent to Tenant’s exercise of its right of objection,




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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dispute, inspection and/or audit as set
forth in this Section 4.9, Tenant shall not be permitted to withhold payment of, and Tenant shall
timely pay to Landlord, the full amounts as required by the provisions of this Section 4 in
accordance with such Actual Statement. However, such payment may be made under protest pending the
outcome of any audit which may be performed by the Accountant as described below. In connection
with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other
so that such inspection can be performed pursuant to a mutually acceptable schedule, in an
expeditious manner and without interference with Landlord’s operation and management of the
Project. If after such inspection and/or request for documentation, Tenant still disputes the
amount of the Operating Expenses set forth in the Actual Statement, Tenant shall have the right,
within the Review Period, to cause an independent certified public accountant which is not paid on
a contingency basis and which is mutually approved by Landlord and Tenant (the “Accountant”) to
complete an audit of Landlord’s books and records pertaining to Operating Expenses to determine the
proper amount of the Operating Expenses incurred and amounts payable by Tenant for the calendar
year which is the subject of such Actual Statement. Such audit by the Accountant shall be final
and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the
identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant
desires an audit to be performed, then the Accountant shall be one of the “Big 4” accounting firms,
which is not paid on a contingency basis and which is selected by Tenant and reasonably approved by
Landlord. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30)
days after the results of such audit are made available to Landlord, Landlord shall reimburse to
Tenant, within thirty (30) days, the amount of such over-charge. If the audit reveals that the
Tenant was under-charged, then within thirty (30) days after the results of such audit are made
available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant
agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original
Actual Statement which was the subject of such audit was in error to Tenant’s disadvantage by five
percent (5%) or more of the total Operating Expenses of the Actual Statement which was the subject
of such audit, in which case Landlord shall pay the entire costs of the audit. The payment by
Tenant of any amounts pursuant to this Section 4 shall not preclude Tenant from questioning the
correctness of any Actual Statement provided by Landlord at any time during the Review Period, but
the failure of Tenant to object thereto, conduct and complete its inspection and have the
Accountant conduct and complete the audit as described above prior to the expiration of the Review
Period shall be conclusively deemed Tenant’s approval of the Actual Statement in question. In
connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.9,
Tenant agrees to keep, and to cause all of Tenant’s employees and consultants and the Accountant to
keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and
the results thereof, strictly confidential (except as reasonably necessary to enforce or protect
Tenant’s rights under this Lease), and in connection therewith, Tenant shall cause such employees,
consultants and the Accountant to execute such commercially reasonable confidentiality agreements
as Landlord may require prior to conducting any such inspections and/or audits.



5. Letter of Credit. Concurrently with Tenant’s execution and delivery of this Lease to
Landlord, Tenant shall deliver to Landlord, as protection for Landlord to assure the full and
faithful performance by Tenant of all of its obligations under this Lease and for all losses and
damages Landlord may suffer as a result of any default (beyond the expiration of all applicable
notice and cure periods) by Tenant under this Lease, an irrevocable and unconditional negotiable
letter or letters of credit (collectively, the “Letter of Credit”), in the form attached hereto as
Exhibit “G” and containing the terms required herein, running in favor of Landlord issued
by Silicon Valley Bank, or such other bank that is reasonably acceptable to Landlord (“Bank”), and
under the supervision of the Superintendent of Banks of the State of California, in the initial
amount, in the aggregate, of One Million Dollars ($1,000,000.00) (“Stated Amount”); provided,
however, that, such Stated Amount shall be increased by an amount equal to the amount of the
Optional Allowance utilized by Tenant pursuant to the Work Letter Agreement (the “Additional LC
Amount”); provided, however, that, except as hereinafter provided, commencing on the first
(1st) anniversary of the Commencement Date and on each annual anniversary of the
Commencement Date thereafter (each, an “Adjustment Date”), the Stated Amount (but not including the
Additional LC Amount (which shall not be subject to reduction)) shall, subject to the terms hereof,
be reduced, in the aggregate, as follows:




	 	 	 	 	 
	Adjustment Date	 	Stated Amount
	Initial Amount
	 	$1,000,000.00 (subject to increase as described above)
	1st Anniversary (13th month)
	 	$	800,000.00	 
	2nd Anniversary (25th month)
	 	$	530,041.42	 
	3rd Anniversary (37th month)
	 	$	353,360.94	 
	4th Anniversary (49th month)
	 	$	176,680.47	 
	5th Anniversary (61st month)
	 	$	0.00	 






     However, if (i) a default (beyond the expiration of all applicable notice and cure periods) by
Tenant occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of
time, or both, constitute a default by Tenant, and Tenant has failed to cure such default within
the cure period



TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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permitted by Section 23 or such lesser time as may remain before the relevant
Adjustment Date as provided above, the Stated Amount shall not thereafter be reduced unless and
until such default shall have been fully cured pursuant to the terms of this Lease, at which time
the Stated Amount may be reduced as hereinabove described. The Letter of Credit shall be
(i) “callable” at sight, irrevocable and unconditional, (ii) subject to the terms of this Section
5, maintained in effect, whether through renewal or extension, for the entire period from the date
of execution of this Lease and continuing until the date (the “LC Expiration Date”) which is
forty-five (45) days after the expiration of the initial Lease Term, and Tenant shall deliver a new
Letter of Credit or certificate of renewal or extension to Landlord at least forty-five (45) days
prior to the expiration of the Letter of Credit then held by Landlord, without any action
whatsoever on the part of Landlord, (iii) subject to the International Standby Practices 1998,
International Chamber of Commerce Publication No. 590, (iv) fully assignable by Landlord, and
(v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit
shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among
other things, in effect that: (A) Landlord, or its then managing agent, shall have the right to
draw down an amount up to the face amount of the Letter of Credit upon the presentation to the Bank
of Landlord’s (or Landlord’s then managing agent’s) written statements that (1) such amount is due
to Landlord under the terms and conditions of this Lease, (2) Tenant has filed a voluntary petition
under the Federal Bankruptcy Code or (3) an involuntary petition has been filed against Tenant
under the Federal Bankruptcy Code, it being understood that if Landlord or its managing agent is a
limited liability company, corporation, partnership or other entity, then such statement shall be
signed by an officer (if a corporation), a general partner (if a partnership), or any authorized
party (if another entity); and (B) the Letter of Credit will be honored by the Bank without inquiry
as to the accuracy thereof and regardless of whether the Tenant disputes the content of such
statement.



5.1. Transfer of Letter of Credit. The Letter of Credit shall also provide that Landlord may, at
any time and with notice to Tenant and without first obtaining Tenant’s consent thereto, transfer
all or any portion of its interest in and to the Letter of Credit to another party, person or
entity, regardless of whether or not such transfer is separate from or as a part of the assignment
by Landlord of its rights and interests in and to this Lease. In the event of a transfer of
Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in
part to the transferee and thereupon Landlord shall, without any further agreement between the
parties, be released by Tenant from all liability therefor, and it is agreed that the provisions
hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of
Credit to a new landlord. In connection with any such transfer of the Letter of Credit by
Landlord, Tenant shall, at Landlord’s sole cost and expense, execute and submit to the Bank such
applications, documents and instruments as may be necessary to effectuate such transfer and
Landlord shall be responsible for paying the Bank’s transfer and processing fees in connection
therewith.



5.2. Application of Letter of Credit. If, (i) as result of any application or use by Landlord of
all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the
Stated Amount, or (ii) the initial Stated Amount shall be increased by the Additional LC Amount,
Tenant shall, within ten (10) days after Tenant’s receipt of notice from Landlord, provide Landlord
with additional letter(s) of credit in an amount equal to the deficiency (or equal to the
Additional LC Amount, as applicable) and any such additional letter of credit shall comply with all
of the provisions of this Section 5, and if Tenant fails to comply with the foregoing, the same
shall constitute an uncurable default by Tenant. Tenant may satisfy its obligations pursuant to
the preceding sentence by instead providing to Landlord a replacement Letter of Credit in the
required amount. Tenant further covenants and warrants that it will neither assign nor encumber
the Letter of Credit or any part thereof, and that neither Landlord nor its successors or assigns
will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.
Without limiting the generality of the foregoing, if any such Letter of Credit expires earlier than
the LC Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be
in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the
expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as
above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit
or such other terms as may be acceptable to Landlord in its sole discretion. However, if any such
Letter of Credit is not timely renewed, or if Tenant fails to maintain any such Letter of Credit in
the amount and in accordance with the terms set forth in this Section 5, Landlord shall have the
right to present the Letter of Credit to the Bank in accordance with the terms of this Section 5
and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by
Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that
Landlord has suffered or that Landlord reasonably and in good faith estimates that it will suffer
as a result of any default (beyond the expiration of all applicable notice and cure periods) by
Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need
not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant within thirty
(30) days after the LC Expiration Date the amount of any proceeds of the Letter of Credit received
by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid
when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated
by Landlord that it will suffer) as a result of any default (beyond the expiration of all
applicable notice and
cure periods) by Tenant under this Lease; provided, however, that if prior to the LC Expiration
Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by
any of Tenant’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated
to make such payment in the amount of the unused Letter of Credit proceeds until either all
preference issues relating to payments under this Lease have been resolved in such bankruptcy or
reorganization case or such bankruptcy or reorganization case has been dismissed. Tenant hereby
acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the
ability of Landlord to draw upon the Letter of Credit upon the occurrence of any default (beyond
the expiration of all




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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applicable notice and cure periods) on the part of Tenant under this Lease.
If there shall occur a default (beyond the expiration of all applicable notice and cure periods)
under this Lease as set forth in Section 23 of this Lease, Landlord may, but without obligation to
do so, draw upon the Letter of Credit in part or in whole, to cure any default (within the
applicable cure period) of Tenant and/or to compensate Landlord for any and all damages of any
kind or nature sustained or which Landlord reasonably and in good faith estimates that it will
sustain resulting from Tenant’s default. Tenant agrees not to interfere in any way with payment to
Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord
of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and
Landlord as to Landlord’s right to draw from the Letter of Credit. No condition or term of this
Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the
Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner.
Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of
Credit or the proceeds thereof and that, in the event Tenant becomes a debtor under any chapter of
the Federal Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have
any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the
proceeds thereof by application of Section 502(b)(6) of the Federal Bankruptcy Code. Landlord and
Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any
renewal thereof or any proceeds thereof be (i) deemed to be or treated as a “security deposit”
within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such
Section 1950.7, or (iii) intended to serve as a “security deposit” within the meaning of such
Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve
as a security deposit and such Section 1950.7 and any and all other laws, rules and regulations
applicable to security deposits in the commercial context (“Security Deposit Laws”) shall have no
applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either
party may now or, in the future, will have relating to or arising from the Security Deposit Laws.



6. Use.



6.1. General. Tenant shall use the Premises solely for the Permitted Use specified in Section 1.12
of the Summary, and shall not use or permit the Premises to be used for any other use or purpose
whatsoever. Tenant shall observe and comply with the “Rules and Regulations” attached hereto as
Exhibit “E”, and all reasonable, non-discriminatory modifications thereof and additions
thereto from time to time put into effect and furnished to Tenant by Landlord so long as the same
are uniformly enforced by Landlord against all tenants, and so long as the same do not unreasonably
interfere with Tenant’s use of the Premises in the manner contemplated herein and do not
unreasonably expand Tenant’s obligations hereunder. Landlord shall use commercially reasonable
efforts to enforce the Rules and Regulations, but shall have no liability to Tenant for the
violation or non-performance by any other tenant or occupant of the Project or the Building of any
such Rules and Regulations. Tenant shall not cause a breach of any requirements of any board of
fire underwriters or similar body relating to the Premises, all recorded covenants, conditions and
restrictions now or hereafter affecting the Premises and all laws, statutes, codes, rules and
regulations now or hereafter in force relating to or affecting the condition, use, occupancy,
alteration or improvement of the Premises, including, without limitation, the provisions of
Title III of the Americans with Disabilities Act of 1990 as it pertains to Tenant’s use, occupancy,
improvement and alteration of the Premises (whether, except as otherwise expressly provided herein,
structural or nonstructural, including unforeseen and/or extraordinary alterations and/or
improvements to the Premises, regardless of the period of time remaining in the Lease Term).
Tenant shall not use, and shall use commercially reasonable efforts to prevent the Premises from
being used (a) in violation of any recorded covenants, conditions and restrictions now or hereafter
affecting the Site or of any law or governmental rule or regulation, or of any certificate of
occupancy issued for the Premises or Building, or (b) for any improper, immoral, unlawful or
reasonably objectionable purpose. Tenant shall not do, and shall use commercially reasonable
efforts to prevent activities that would obstruct or interfere with the rights of other tenants or
occupants of the Project or the Building, or injure or annoy them. Tenant shall not cause,
maintain or permit any nuisance in, on or about the Premises, the Building, the Project or the
Site, nor commit or suffer to be committed any waste in, on or about the Premises.



6.2. Parking.





	(a)	 	Tenant’s Parking Privileges. During the Term of this Lease, Landlord shall lease to
Tenant, and Tenant shall lease from Landlord, the number of parking privileges specified in
Section 1.16 of the Summary hereof for use by Tenant’s employees in the common parking areas
for the Building within the Project, as designated by Landlord from time to time; provided,
however, that Tenant’s reserved parking privileges shall be located in the P3 Lower level of
the subterranean parking facility. Landlord shall at all times have the right to reasonably
establish and reasonably modify the nature and extent of the parking areas for the Building
and Project (including whether such areas shall be surface, underground and/or other
structures) as long as Tenant is provided the number of parking privileges designated in
Section 1.16 of the Summary. Tenant shall have the right, upon Tenant’s written request to
Landlord, to request additional parking privileges and if
Landlord, in Landlord’s sole but good faith discretion, determines such additional parking
privileges are available (based on existing and projected needs by Landlord), then Landlord
and Tenant shall use good faith efforts to attempt to enter into an agreement regarding the
terms and conditions of Tenant’s leasing of any such additional parking privileges. In
addition, Landlord may, in its sole discretion, assign any unreserved and unassigned parking
privileges, and/or make all or a portion of such privileges reserved so long as Landlord
does not interfere with Tenant’s access to its parking stalls or reduce the number of
Tenant’s parking stalls. Notwithstanding any provision herein to the contrary, Landlord
shall not relocate Tenant’s





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	 	 	reserved parking privileges outside of the Project nor reduce
the actual number of Tenant’s reserved spaces without Tenant’s consent.
	 
	(b)	 	Parking Validation. In addition to such parking privileges for use by Tenant’s
employees, Landlord shall permit access to the parking areas for Tenant’s visitors, subject to
availability of spaces and payment (by validation charges or otherwise) of daily visitor
parking charges therefor as may be established and adjusted by Landlord from time to time.
	 
	(c)	 	Parking Rules. The use of the parking areas shall be subject to the Parking Rules
and Regulations contained in Exhibit “E” attached hereto and any other reasonable,
non-discriminatory rules and regulations adopted by Landlord and/or Landlord’s parking
operators from time to time, including any system for controlled ingress and egress and
charging visitors and invitees, with appropriate provision for validation of such charges.
Tenant shall not use more parking privileges than its allotment and shall not use any parking
spaces specifically assigned by Landlord to other tenants of the Building or Project or for
visitor parking. Tenant’s parking privileges shall be used only for parking by vehicles no
larger than normally sized passenger automobiles, SUVs or pick-up trucks. Tenant shall not
permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees,
suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other
than those designated by Landlord for such activities. If Tenant permits or allows any of the
prohibited activities described herein, then Landlord shall have the right, without notice, in
addition to such other rights and remedies that it may have, to remove or tow away the vehicle
involved and charge the cost thereof to Tenant, which cost shall be immediately payable by
Tenant upon demand by Landlord.




6.3. Signs and Auctions.





	(a)	 	Interior Signs. Tenant shall be entitled, at Landlord’s initial cost and expense, to
(i) one (1) identification sign on or near the entry doors of the Premises, and (ii) for
multi-tenant floors, one (1) identification or directional sign, as designated by Landlord, in
the elevator lobby on the floor on which the Premises are located; provided, however, that any
Landlord approved changes to such signage requested by Tenant after the initial installation
of the signage shall be at Tenant’s sole cost and expense. Such signs shall be installed by a
signage contractor designated by Landlord. The location, quality, design, style, lighting and
size of such signs shall be consistent with the Landlord’s Building standard signage program
and shall be subject to Landlord’s prior written approval, in its reasonable discretion. Upon
the expiration or earlier termination of this Lease, Tenant shall be responsible, at its sole
cost and expense, for the removal of such signage and the repair of all damage to the Building
caused by such removal. Except for such identification signs, Tenant may not install any
signs on the exterior or roof of the Building or the common areas of the Building or the
Project. Any signs, window coverings, or blinds (even if the same are located behind the
Landlord approved window coverings for the Building), or other items visible from the exterior
of the Premises or Building are subject to the prior approval of Landlord, in its sole and
absolute discretion. Tenant shall have no right to conduct any auction in, on or about the
Premises, the Building or Site. Tenant shall, at Landlord’s initial cost and expense, be
entitled to one (1) line on the Building directory to display Tenant’s name and suite number;
provided, however, that any Landlord approved changes to such directory identification
requested by Tenant after the initial installation of the directory identification shall be at
Tenant’s sole cost and expense.
	 
	(b)	 	Exterior Signage. Subject to the approval of all applicable governmental and
quasi-governmental entities, and subject to any covenants, conditions and restrictions and all
applicable governmental and quasi-governmental laws, rules, regulations and codes,
(i) Landlord grants Tenant the non-exclusive right to install Tenant’s name (“Tenant’s Name
Sign”) on a wall monument or other monument to be constructed by Landlord on the face of the
Building (or such other location selected by Landlord), and (ii) Landlord hereby grants Tenant
the non-exclusive right to install one (1) exterior sign on the top of the Building (“Tenant’s
Top Sign”). Tenant’s Name Sign and Tenant’s Top Sign may collectively be referred to herein
as “Tenant’s Exterior Signage.” The design, size, specifications, graphics, materials, manner
of affixing, exact location, colors and lighting (if applicable) (the “Signage
Specifications”) of Tenant’s Exterior Signage shall be (i) consistent with the quality and
appearance of the Project, (ii) subject to the approval of all applicable governmental and
quasi-governmental authorities, and subject to any covenants, conditions and restrictions and
all applicable governmental and quasi-governmental laws, rules, regulations and codes, and
(iii) subject to Landlord’s approval, such approval not to be unreasonably withheld or
delayed; provided, however, that Tenant’s Exterior Signage may contain Tenant’s logo (“Logo”);
provided, further however, such Logo will not be colored or illuminated and must be
constructed using Building standard materials. Landlord
hereby approves the font and name of Tenant’s Logo as set forth on Exhibit “I” attached
hereto and made a part hereof; provided, however, all other specifications of the Logo shall
be subject to Landlord’s reasonable approval. Landlord shall install Tenant’s Exterior
Signage at Tenant’s sole cost and expense. In addition, Tenant shall be responsible for all
other costs attributable to the fabrication, insurance, lighting (if applicable),
maintenance, repair and removal of Tenant’s Exterior Signage. The signage rights granted to
Tenant under this Section 6.3(b) are personal to the Original Tenant and any Affiliate
Assignee and may not be exercised or used by or assigned to any other person or entity. In
addition, Original Tenant (or any Affiliate Assignee, as the case may be) shall no longer
have any right to Tenant’s Exterior Signage if at any time during the Term





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[Orexigen Therapeutics, Inc.]




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	 	 	the Original
Tenant (or an Affiliate Assignee as the case may be) does not lease and occupy at least one
(1) full floor of the Premises. Tenant must expressly exercise (in writing) Tenant’s Name
Sign right within the first (1st) six (6) months of the initial Lease Term, or such signage
right will be null and void and of no further force or effect. Upon the expiration or
sooner termination of this Lease, or upon the earlier termination of Tenant’s signage rights
under this Section 6.3(b), Landlord shall have the right to permanently remove Tenant’s
Exterior Signage and to repair all damage to the Building resulting from such removal and
restore the affected area to its original condition existing prior to the installation of
such Tenant’s Exterior Signage, and Tenant shall reimburse Landlord for the costs thereof.




6.4. Hazardous Materials. Tenant will (i) obtain and maintain in full force and effect all
Environmental Permits (as defined below) that may be required from time to time under any
Environmental Laws (as defined below) applicable to Tenant or Tenant’s use of the Premises and
(ii) be and remain in compliance in all material respects with all terms and conditions of all such
Environmental Permits and with all other limitations, restrictions, conditions, standards,
prohibitions, requirements, obligations, schedules and timetables contained in all Environmental
Laws applicable to Tenant or Tenant’s use of the Premises. As used in this Lease, the term
“Environmental Law” means any past, present or future federal, state, local, statutory or common
law, or any regulation, ordinance, code, plan, order, permit, grant, franchise, concession,
restriction or agreement issued, entered, promulgated or approved thereunder, relating to (a) the
environment, human health or safety, including, without limitation, emissions, discharges, releases
or threatened releases of Hazardous Materials (as defined below) into the environment (including,
without limitation, air, surface water, groundwater or land), or (b) the manufacture, generation,
refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport,
arranging for transport, or handling of Hazardous Materials. “Environmental Permits” means,
collectively, any and all permits, consents, licenses, approvals and registrations of any nature at
any time required pursuant to, or in order to comply with, any Environmental Law. Except for
ordinary and general office supplies (used by Tenant in strict compliance with all applicable
Environmental Laws), such as copier toner, liquid paper, glue, ink and common household cleaning
materials (some or all of which may constitute “Hazardous Materials” as defined in this Lease),
Tenant agrees not to cause or permit any Hazardous Materials to be brought upon, stored, used,
handled, generated, released or disposed of on, in, under or about the Premises, the Building, the
Common Areas or any other portion of the Project by Tenant, its agents, employees, subtenants,
assignees, licensees, contractors or invitees (collectively, “Tenant’s Parties”), without the prior
written consent of Landlord, which consent Landlord may withhold in its sole and absolute
discretion. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly
remove from the Premises, the Building and the Project, at its sole cost and expense, any and all
Hazardous Materials, including any equipment or systems containing Hazardous Materials which are
installed, brought upon, stored, used, generated or released upon, in, under or about the Premises,
the Building and/or the Project or any portion thereof by Tenant or any of Tenant’s Parties. To
the fullest extent permitted by law, Tenant agrees to promptly indemnify, protect, defend and hold
harmless Landlord and Landlord’s partners, officers, directors, employees, agents, successors and
assigns (collectively, “Landlord Indemnified Parties”) from and against any and all claims,
damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and
costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums
paid in settlement of claims, attorneys’ fees, consultant fees and expert fees and court costs)
which arise or result from the presence of Hazardous Materials on, in, under or about the Premises,
the Building or any other portion of the Project and which are caused by Tenant or any of Tenant’s
Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials in the
Premises, the Building or any other portion of the Project which Tenant becomes aware of during the
Term of this Lease, whether
caused by Tenant or any other persons or entities. In the event of any
release of Hazardous Materials caused by Tenant or any of Tenant’s Parties, Landlord shall have the
right, but not the obligation, to cause Tenant, at Tenant’s sole cost and expense, to immediately
take all steps Landlord deems necessary or appropriate to remediate such release and prevent any
similar future release to the satisfaction of Landlord and Landlord’s mortgagee(s). At all times
during the Term of this Lease, Landlord will have the right, but not the obligation, to enter upon
the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is
in compliance with the terms of this Lease regarding Hazardous Materials; provided, however,
Landlord shall use commercially reasonable efforts to minimize the disruption caused to Tenant’s
business. Tenant will, upon the request of Landlord or any mortgagee at any time during which
Tenant is in default of this Section 6.4 (beyond the expiration of all applicable notice and cure
periods), cause to be performed an environmental audit of the Premises at Tenant’s expense by an
established environmental consulting firm reasonably acceptable to Tenant, Landlord and Landlord’s
mortgagee(s). As used in this Lease, the term “Hazardous Materials” shall mean and include any
hazardous or toxic materials, substances or wastes as now or hereafter designated under any
Environmental Law, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and
petroleum based products, urea formaldehyde foam insulation,
polychlorinated biphenyls (“PCBs”), and freon and other chlorofluorocarbons. The provisions of
this Section 6.4 will survive the expiration or earlier termination of this Lease.



6.5. Landlord’s Indemnification for Certain Environmental Problems. The following Hazardous
Materials are collectively referred to in this Lease as “Landlord Hazardous Materials”: (A)
Hazardous Materials existing in the Project as of the Commencement Date, or (B) Hazardous Materials
introduced into the Project subsequent to the Commencement Date, where the same was not caused by
Tenant or any of Tenant’s Parties. To the fullest extent permitted by law, Landlord shall defend,
reimburse, and hold Tenant and Tenant’s members, partners, officers, directors, shareholders,
employees, agents, successors and assigns (collectively, “Tenant Indemnified Parties”) harmless
from and against any and all claims, damages, judgments, suits, causes of action, losses,
liabilities, penalties, fines, expenses and




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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costs (including, without limitation, clean-up,
removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees,
consultant fees and expert fees and court costs) which arise or result from the presence of
Landlord Hazardous Materials on, in, under or about the Premises, the Building or any other
portion of the Project including, without limitation, the costs of remediation of Landlord
Hazardous Materials. For purposes hereof, “costs of remediation” shall mean the costs associated
with the investigation, assessment, testing, monitoring, containment, removal, remediation,
response, cleanup and/or abatement of any release or threatened release of any such Landlord
Hazardous Materials described in the immediately preceding sentence as is necessary to comply with
any applicable Environmental Laws including reasonable attorney’s fees and/or expert costs. The
phrase “release or threatened release” shall mean, for the purposes of this definition, the spill,
emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or
migration of any such Landlord Hazardous Materials into the indoor or outdoor environment or into
or out of any portion of the Project. The provisions of this Section 6.5 will survive the
expiration or earlier termination of this Lease.



7. Payments and Notices. All rent and other sums payable by Tenant to Landlord hereunder
shall be paid to Landlord at the first address designated in Section 1.1 of the Summary, or to such
other persons and/or at such other places as Landlord may hereafter designate in writing. Any
notice required or permitted to be given hereunder must be in writing and may be given by personal
delivery (including delivery by nationally recognized overnight courier or express mailing
service), facsimile transmission sent by a machine capable of confirming transmission receipt, with
a hard copy of such notice delivered no later than one (1) business day after facsimile
transmission by another method specified in this Section 7, or by registered or certified mail,
postage prepaid, return receipt requested, addressed to Tenant at the address(es) designated in
Section 1.2 of the Summary, or to Landlord at the address designated in Section 1.1 of the Summary.
Either party may, by prior written notice to the other, specify a different address for notice
purposes. Notice given in the foregoing manner shall be deemed given (i) upon confirmed
transmission if sent by facsimile transmission, provided such transmission is prior to 5:00 p.m. on
a business day (if such transmission is after 5:00 p.m. on a business day or is on a non-business
day, such notice will be deemed given on the following business day), (ii) when actually received
or refused by the party to whom sent if delivered by a carrier or personally served or (iii) if
mailed, on the day of actual delivery or refusal as shown by the certified mail return receipt or
the expiration of three (3) business days after the day of mailing, whichever first occurs. For
purposes of this Section 7, a “business day” is Monday through Friday, excluding holidays observed
by the United States Postal Service.



8. Brokers. Landlord has entered into an agreement with the real estate broker specified
in Section 1.13 of the Summary as representing Landlord (“Landlord’s Broker”), and Landlord shall
pay any commissions or fees that are payable to Landlord’s Broker with respect to this Lease in
accordance with the provisions of a separate commission contract. Landlord shall have no further
or separate obligation for payment of commissions or fees to any other real estate broker, finder
or intermediary. Tenant represents that it has not had any dealings with any real estate broker,
finder or intermediary with respect to this Lease, other than Landlord’s Broker and the broker
specified in Section 1.13 of the Summary as representing Tenant (“Tenant’s Broker”). Each party
represents and warrants to the other, that, to its knowledge, no other broker, agent or finder
(a) negotiated or was instrumental in negotiating or consummating this Lease on its behalf, and
(b) is or might be entitled to a commission or compensation in connection with this Lease. Tenant
shall indemnify, defend (by counsel reasonably approved in writing by Landlord) and hold Landlord
harmless from and against any and all claims, judgments, suits, causes of action, damages, losses,
liabilities and expenses (including attorneys’ fees and court costs) resulting from any breach by
Tenant of the foregoing representation, including, without limitation, any claims that may be
asserted against Landlord by any broker, agent or finder undisclosed by Tenant herein. Landlord
shall indemnify, defend (by counsel reasonably approved in writing by Tenant) and hold Tenant
harmless from and against any and all claims, judgments, suits, causes of action, damages, losses,
liabilities and expenses (including attorneys’ fees and court costs) resulting from any breach by
Landlord of the foregoing representation, including, without limitation, any claims that may be
asserted against Tenant by any broker, agent or finder undisclosed by Landlord herein. The
foregoing indemnities shall survive the expiration or earlier termination of this Lease.



9. Surrender; Holding Over.



9.1. Surrender of Premises. Upon the expiration or sooner termination of this Lease, Tenant shall
surrender all keys for the Premises to Landlord, and exclusive possession of the Premises to
Landlord
broom clean and in first-class condition and repair, reasonable wear and tear and damage by
casualty or condemnation excepted, with all of Tenant’s personal property (and those items, if any,
of Tenant Improvements and Tenant Changes identified by Landlord pursuant to Section 12.2 below)
removed therefrom and all damage caused by such removal repaired, as required pursuant to
Sections 12.2 and 12.3 below. If, for any reason, Tenant fails to surrender the Premises on the
expiration or earlier termination of this Lease (including upon the expiration of any subsequent
month-to-month tenancy consented to by Landlord pursuant to Section 9.2 below), with such removal
and repair obligations completed, then, in addition to the provisions of Section 9.3 below and
Landlord’s rights and remedies under Section 12.4 and the other provisions of this Lease, Tenant
shall indemnify, protect, defend (by counsel approved in writing by Landlord) and hold Landlord
harmless from and against any and all claims, judgments, suits, causes of action, damages, losses,
liabilities and expenses (including attorneys’ fees and court costs) resulting from such failure to
surrender, including, without limitation, any claim made by any succeeding tenant based thereon.
The foregoing indemnity shall survive the expiration or earlier termination of this Lease.




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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9.2. Hold Over. If Tenant holds over after the expiration or earlier termination of the Lease Term
then, in addition to all other remedies available to Landlord, Tenant shall become a tenant at
sufferance only, upon the terms and conditions set forth in this Lease so far as applicable
(including Tenant’s obligation to pay all Excess Expenses and any other additional rent under this
Lease), but at a Monthly Basic Rent equal to one hundred fifty percent (150%) of the Monthly Basic
Rent applicable to the Premises immediately prior to the date of such expiration or earlier
termination. Acceptance by Landlord of rent after such expiration or earlier termination shall not
constitute a consent to a hold over hereunder or result in an extension of this Lease. Tenant
shall pay an entire month’s Monthly Basic Rent calculated in accordance with this Section 9.2 for
any portion of a month it holds over and remains in possession of the Premises pursuant to this
Section 9.2.



9.3. No Effect on Landlord’s Rights. The foregoing provisions of this Section 9 are in addition
to, and do not affect, Landlord’s right of re-entry or any other rights of Landlord hereunder or
otherwise provided by law or equity.



10. Taxes on Tenant’s Property. Tenant shall be liable for, and shall pay before
delinquency, all taxes and assessments (real and personal) levied against (a) any personal property
or trade fixtures placed by Tenant in or about the Premises (including any increase in the assessed
value of the Premises based upon the value of any such personal property or trade fixtures); and
(b) any Tenant Improvements or alterations in the Premises (whether installed and/or paid for by
Landlord or Tenant) to the extent such items are assessed at a valuation higher than the valuation
at which tenant improvements conforming to the Building’s standard tenant improvements are
assessed. If any such taxes or assessments are levied against Landlord or Landlord’s property,
Landlord may, after written notice to Tenant, pay such taxes and assessments, and Tenant shall
reimburse Landlord therefor within thirty (30) days after demand by Landlord.



11. Condition of Premises; Repairs.



11.1. Condition of Premises. Except as specifically set forth in this Lease (including the Work
Letter Agreement), after Landlord substantially completes the Tenant Improvements, Tenant agrees to
accept the Premises in its “as-is” condition as of the date thereof except for punch list items and
provided that (as provided below) all of the Building systems are in good working order and comply
with all applicable codes. Tenant also acknowledges that, except as otherwise expressly set forth
in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty
with respect to the Premises, the Building, the Site or the Project or their condition, or with
respect to the suitability thereof for the conduct of Tenant’s business. The taking of possession
of the Premises by Tenant shall conclusively establish that the Premises (including the Tenant
Improvements therein) and the Common Areas attaching to the Premises were at such time complete and
in good, sanitary and satisfactory condition other than for punch list items and without any
obligation on Landlord’s part to make any alterations, upgrades or improvements thereto except for
punch list items and as expressly set forth in this Lease (including the Work Letter Agreement);
provided, however, in the event that, as of the Commencement Date, the Common Areas, the Base,
Shell and Core (as defined in Section 1 of Exhibit “C”) (including the base building HVAC,
plumbing, electrical, elevator and mechanical systems serving the Premises) and Tenant
Improvements, in its condition existing as of such date with regard to the Tenant Improvements (but
only with respect to a general office use of space), alterations or other and Tenant’s use of the
Premises for general office purposes, and based solely on an unoccupied basis, (A) does not comply
with applicable laws in effect as of the Commencement Date (including the Americans with
Disabilities Act) (the “ADA”), or (B) contains latent defects (not caused by Tenant’s acts or
omissions), then Landlord shall be responsible, at Landlord’s sole cost and expense which shall not
be included in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4
hereof) nor deducted from the Tenant Improvement Allowance, for correcting any such non-compliance
to the extent and as and when required by applicable laws, and/or correcting any such latent
defects as soon as reasonably possible after receiving notice thereof from Tenant or otherwise
becoming aware of same. In addition, any code compliance or ADA modifications that are required
inside or outside of the Premises (exclusive of the Tenant Improvements) (backflow device, egress
lighting, etc.) during Landlord’s construction of the Tenant Improvements shall be at the
Landlord’s sole cost and expense and not deducted from the Tenant Improvement Allowance nor shall
it be included in Operating Expenses. Nothing in this Section 11.1 shall have the effect of
limiting Landlord’s obligations under Section 11.2 below or under the Work Letter Agreement.



11.2. Landlord’s Repair Obligations. Subject to Section 18.1 and 18.2 of this Lease, Landlord
shall, as part of the Operating Expenses, repair, maintain and replace, as necessary (a) the
Building shell and other structural portions of the Building (including the roof and foundations),
(b) the basic heating, ventilating, air conditioning (“HVAC”), sprinkler and electrical systems
within the Building core and standard conduits, connections and distribution systems thereof within
the Premises (but not any above standard improvements installed in the Premises such as, for
example, but by way of limitation, custom lighting, special or supplementary HVAC or plumbing
systems or distribution extensions, special or supplemental electrical panels or distribution
systems, or kitchen or restroom facilities and appliances to the extent such facilities and
appliances are intended for the exclusive use of Tenant), and (c) the Common Areas; provided,
however, to the extent such maintenance, repairs or replacements are required as a result of any
act, neglect, fault or omission of Tenant or any of Tenant’s agents, employees, contractors,
licensees or invitees, Tenant shall pay to Landlord, as additional rent, the costs of such
maintenance, repairs and replacements. Subject to Section 16.6 below, 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




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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from the making of any repairs, alterations or improvements in or to any portion
of the Project, Building or the Premises or in or to fixtures, appurtenances and equipment therein.
Without limiting the foregoing, Tenant waives the right to make repairs at Landlord’s expense
under any law, statute or ordinance now or hereafter in effect (including the provisions of
California Civil Code Section 1942 and any successive sections or statutes of a similar nature).



11.3. Tenant’s Repair Obligations. Except for Landlord’s obligations specifically set forth in
Sections 11.2, 16.1, 18.1 and 19.2 hereof, Tenant shall at all times and at Tenant’s sole cost and
expense, keep, maintain, clean, repair, preserve and replace, as necessary other than for
reasonable wear and tear and damage by casualty and condemnation, the Premises and all parts
thereof including, without limitation, all Tenant Improvements, Tenant Changes, utility meters, all
special or supplemental HVAC systems, electrical systems, pipes and conduits, located within the
Premises, all fixtures, furniture and equipment, Tenant’s storefront (if any), Tenant’s signs,
locks, closing devices, security devices, windows, window sashes, casements and frames, floors and
floor coverings, shelving, kitchen and/or restroom facilities and appliances located within the
Premises to the extent such facilities and appliances are intended for the exclusive use of Tenant,
custom lighting, and any alterations, additions and other property located within the Premises in
first-class condition and repair, reasonable wear and tear excepted. Tenant shall replace, at its
expense, any and all plate and other glass in and about the Premises which is damaged or broken
from any cause whatsoever except due to the gross negligence or willful misconduct of Landlord, its
agents or employees and not covered by insurance maintained, or required to be maintained, by
Tenant hereunder. Such maintenance and repairs shall be performed with due diligence, lien-free
and in a first-class and workmanlike manner, by licensed contractor(s) which are selected by Tenant
and approved by Landlord, which approval Landlord shall not unreasonably withhold or delay. Except
as otherwise expressly provided in this Lease, Landlord shall have no obligation to alter, remodel,
improve, repair, renovate, redecorate or paint all or any part of the Premises.



12. Alterations.



12.1. Tenant Changes; Conditions. Tenant may, at its sole cost and expense, make alterations,
additions, improvements and decorations to the Premises (collectively, “Tenant Changes”) subject to
and upon the following terms and conditions:





	(a)	 	Notwithstanding any provision in this Section 12 to the contrary, without the written consent
of Landlord (which may be withheld in Landlord’s sole and absolute (but good faith)
discretion), Tenant is not permitted to make any alterations, additions, improvements or
decorations which: (i) affect any area outside the Premises; (ii) affect the Building’s
structure or the mechanical, HVAC, electrical, plumbing, sprinkler or life safety systems of
the Premises, Building and/or the Project (collectively, the “Systems”), equipment, services
or systems, or the proper functioning thereof, or Landlord’s access thereto; (iii) affect the
outside appearance, character or use of the Project, the Building or the Common Areas;
(iv) weaken or impair the structural strength of the Building; or (v) will violate or require
a change in any occupancy certificate applicable to the Premises.
	 
	(b)	 	Before proceeding with any Tenant Change which is not otherwise prohibited in Section 12.1(a)
above, Tenant must first obtain Landlord’s written approval thereof (including approval of all
plans, specifications and working drawings for such Tenant Change), which approval shall not
be unreasonably withheld. If Landlord does not respond to Tenant’s request for approval
within ten (10) days of receiving such request and if such failure continues for an additional
three (3) days after Tenant’s second (2nd) request to Landlord, then such lack of
response shall conclusively be deemed approval by Landlord of such Tenant Change. However,
Landlord’s prior approval shall not be required for any Tenant Change which satisfies the
following conditions (hereinafter a “Pre-Approved Change”): (i) the costs of such Tenant
Change does not exceed Twenty-Five Thousand Dollars ($25,000.00) individually; (ii) the costs
of such Tenant Change when aggregated with the costs of all other Tenant Changes made by
Tenant during the Term of this Lease do not exceed Fifty Thousand Dollars ($50,000.00);
(iii) Tenant delivers to Landlord final plans, specifications and working drawings for such
Tenant Change at least ten (10) days prior to commencement of the work thereof; (iv) the
Tenant Change is not prohibited in Section 12.1(a) above; (v) the Tenant Change does not
require a building permit, and (vi) Tenant and such Tenant Change otherwise satisfy all other
conditions set forth in this Section 12.1.
	 
	(c)	 	After Landlord has approved the Tenant Changes and the plans, specifications and working
drawings therefor (or is deemed to have approved the Pre-Approved Changes as set forth in
Section 12.1(b) above), Tenant shall: (i) enter into an agreement for the performance of such
Tenant Changes with such contractors and subcontractors selected by Tenant and approved by
Landlord, which approval shall not be unreasonably withheld; and (ii) before proceeding with
any Tenant Change (including any Pre-Approved Change), provide Landlord with ten (10) days’
prior written notice thereof. In addition, before proceeding with any Tenant Change, Tenant’s
contractors shall obtain, on behalf of Tenant and at Tenant’s sole cost and expense: (A) all
necessary governmental permits and approvals for the commencement and completion of such
Tenant Change; and (B) a completion and lien indemnity bond, or other surety, satisfactory to
Landlord for such Tenant Change but only if such Tenant Change is anticipated to cost in
excess of One Hundred Thousand Dollars ($100,000.00). Landlord’s approval of any
contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such contractor(s) and/or





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	 	 	subcontractor(s) from any liability for any conduct or acts of such
contractor(s) and/or subcontractor(s).
	 
	(d)	 	Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s
engineers and other consultants for review of all plans, specifications and working drawings
for the Tenant Changes, within ten (10) business days after Tenant’s receipt of invoices
either from Landlord or such consultants together with (in any event) an administrative charge
of five percent (5%) of the actual hard material costs of such work. In addition to such
costs, Tenant shall pay to Landlord, within ten (10) days after completion of any Tenant
Change and upon receipt of reasonable documentation reflecting the costs incurred, the actual,
reasonable costs incurred by Landlord for services rendered by Landlord’s engineers to
coordinate and/or supervise any of the Tenant Changes to the extent such services are provided
in excess of or after the normal on-site hours of such engineers and management personnel.
	 
	(e)	 	All Tenant Changes shall be performed: (i) in accordance with the approved plans,
specifications and working drawings; (ii) lien-free and in a first-class workmanlike manner;
(iii) in compliance with all laws, rules, regulations of all governmental agencies and
authorities including, without limitation, the provisions of Title III of the Americans with
Disabilities Act of 1990; (iv) in such a manner so as not to interfere with the occupancy of
any other tenant in the Project or Building, nor impose any additional expense upon nor delay
Landlord in the maintenance and operation of the Project or Building; and (v) at such times,
in such manner and subject to such rules and regulations as Landlord may from time to time
reasonably designate.
	 
	(f)	 	Throughout the performance of the Tenant Changes, Tenant shall obtain, or cause its
contractors to obtain, workers compensation insurance and general liability insurance in
compliance with the provisions of Section 20 of this Lease.




12.2. Removal of Tenant Changes and Tenant Improvements. All Tenant Changes and the initial Tenant
Improvements in the Premises (whether installed or paid for by Landlord or Tenant), shall become
the property of Landlord and shall remain upon and be surrendered with the Premises at the end of
the Term of this Lease; provided, however, Landlord shall, by written notice delivered to Tenant at
any time Landlord approves such Tenant Changes or Tenant Improvements (or, with respect to any
Tenant Changes not requiring Landlord’s consent, at any time prior to the expiration of the Lease
Term (or immediately upon any sooner termination of this Lease)) identify in writing those items of
the Tenant Improvements and Tenant Changes which Landlord shall require Tenant to remove at the end
of the Term of this Lease. If Landlord requires Tenant to remove any such items as described
above, Tenant shall, at its sole cost, remove the identified items on or before the expiration or
sooner termination of this Lease and repair any damage to the Premises caused by such removal (or,
at Landlord’s option, shall pay to Landlord all of Landlord’s costs of such removal and repair).
Notwithstanding anything above to the contrary, in no event will Tenant be required to remove the
improvements depicted on that certain space plan attached hereto as Exhibit “J” dated
November 28, 2007 prepared by Augustine Design Group (collectively, “Final Space Plan”) to the
extent (i) such improvements (as depicted in such Final Space Plan) are ultimately installed in the
Premises pursuant to Exhibit “C” and (ii) Landlord has approved the finishes that are
non-Building standard finishes. Notwithstanding the foregoing, Landlord hereby approves the
installation of cherry finished doors with a glass insert instead of Building standard mahogany
doors so long as such cherry finished doors match the cherry finish used in the wood wall panels
and wood ceiling tiles in the main lobby of the second (2nd) floor of the Building, and
Tenant shall have no obligation to remove any such cherry finished doors to the extent such doors
are ultimately installed in the Premises pursuant to Exhibit “C”.



12.3. Removal of Personal Property. All articles of personal property owned by Tenant or installed
by Tenant at its expense in the Premises (including business and trade fixtures, furniture,
teleconferencing or video conferencing equipment and moveable partitions) shall be, and remain, the
property of Tenant, and shall be removed by Tenant from the Premises, at Tenant’s sole cost and
expense, on or before the expiration or sooner termination of this Lease. Tenant shall promptly
repair any damage to Premises, Building and/or the Project caused by such removal.



12.4. Tenant’s Failure to Remove. If Tenant fails to remove by the expiration or sooner
termination of this Lease all of its personal property, or any items of Tenant Improvements or
Tenant Changes identified by Landlord for removal pursuant to Section 12.2 above, or if Tenant
fails to comply with its obligations under Section 12.3 above, Landlord may, at its option, treat
such failure as a hold over pursuant to
Section 9.3 above, and/or may (without liability to Tenant for loss thereof, at Tenant’s sole cost
and in addition to Landlord’s other rights and remedies under this Lease, at law or in equity):
(a) remove and store such items in accordance with applicable law; and/or (b) upon ten (10) days’
prior notice to Tenant, sell all or any such items at private or public sale for such price as
Landlord may obtain as permitted under applicable law. Landlord shall apply the proceeds of any
such sale to any amounts due to Landlord under this Lease from Tenant (including Landlord’s
attorneys’ fees and other costs incurred in the removal, storage and/or sale of such items), with
any remainder to be paid to Tenant.



13. Liens. Tenant shall not permit any mechanic’s, materialmen’s or other liens to be
filed against all or any part of the Project, the Site, the Building or the Premises, nor against
Tenant’s leasehold interest in the Premises, by reason of or in connection with any repairs,
alterations, improvements or other work contracted for or undertaken by Tenant or any other act or
omission of Tenant or any Tenant Parties. Tenant shall, at Landlord’s request, after completion of
the work and payment for all amounts due




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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therefore, provide Landlord with enforceable,
unconditional and final lien releases (and other evidence reasonably requested by Landlord to
demonstrate protection from liens) from all persons furnishing labor and/or materials with respect
to the Premises. Landlord shall have the right at all reasonable times to post on the Premises and
record any notices of non-responsibility which it deems necessary for protection from such liens.
If any such liens are filed, Tenant shall, at its sole cost, immediately cause such lien to be
released of record or bonded to Landlord’s reasonable satisfaction so that it no longer affects
title to the Project, the Site, the Building or the Premises. If Tenant fails to cause such lien
to be so released or bonded within twenty (20) days after filing thereof, Landlord may, without
waiving its rights and remedies based on such breach, and without releasing Tenant from any of its
obligations, cause such lien to be released by any means it shall deem proper, including payment in
satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord within five (5)
days after receipt of invoice from Landlord, any sum paid by Landlord to remove such liens,
together with interest at the Interest Rate from the date of such payment by Landlord. NOTICE IS
HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO
BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO
MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE
INTEREST OF LANDLORD IN THE PREMISES.



14. Assignment and Subletting.



14.1. Restriction on Transfer. Tenant shall not, without the prior written consent of Landlord,
which consent Landlord will not unreasonably withhold, assign this Lease or any interest herein or
sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any
party other than Tenant (any such assignment, encumbrance, sublease, license or the like shall
sometimes be referred to as a “Transfer”). Subject to Section 14.8 below, for purposes of this
Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or
change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the
partners, or transfer of twenty-five percent or more of partnership interests, within a twelve
(12)-month period, or the dissolution of the partnership without immediate reconstitution thereof,
and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not
traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or
other reorganization of Tenant, (B) the sale or other transfer of more than an aggregate of fifty
percent (50%) of the voting shares of Tenant (other than to immediate family members by reason of
gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or
pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of
Tenant within a twelve (12) month period. In no event may Tenant encumber this Lease. Any
Transfer without Landlord’s consent shall constitute a default by Tenant under this Lease, and in
addition to all of Landlord’s other remedies at law, in equity or under this Lease, such Transfer
shall be voidable at Landlord’s election.



14.2. Administrative and Attorneys’ Fees. If Tenant effects a Transfer or requests the consent of
Landlord to any Transfer, then Tenant shall, upon demand, pay Landlord a non-refundable
administrative fee of Five Hundred Dollars ($500.00), plus any reasonable attorneys’ and paralegal
fees and costs incurred by Landlord in connection with such Transfer or request for consent
(whether attributable to Landlord’s in-house attorneys or paralegals or otherwise). Acceptance of
the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’
and paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.



14.3. Landlord’s Options. If at any time or from time to time during the Term Tenant desires to
effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date
Tenant desires the Transfer to be effective (“Transfer Date”), written notice (“Transfer Notice”)
setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of
the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a
“Transferee”), and any ownership or commercial relationship between Tenant and the proposed
Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial
statement and financial statements for the preceding two (2) years of the Transferee (if
available), and such other information concerning the business background and financial condition
of the proposed Transferee (including references) as Landlord may reasonably request. Landlord
shall have the option, exercisable by written notice delivered to Tenant within ten (10) business
days after Landlord’s receipt of the Transfer Notice, and such financial statements and other
information requested by Landlord, either to:





	(a)	 	approve or disapprove such Transfer, which approval shall not be unreasonably withheld; or
	 
	(b)	 	in the case of an assignment or in the case of a sublease or subleases comprising (in the
aggregate) more than sixty percent (60%) of the Premises, recapture the space (“Subject
Space”) that is the subject of the Transfer. Such recapture notice shall cancel and terminate
this Lease with respect to the Subject Space as of the date stated in the Transfer Notice as
the effective date of the proposed Transfer until the last day of the term of the Transfer as
set forth in the Transfer Notice. If this Lease shall be canceled with respect to less than
the entire Premises, the Rent reserved herein shall be prorated on the basis of the number of
rentable square feet retained by Tenant in proportion to the number of rentable square feet
contained in the Premises, and this Lease as so amended shall continue thereafter in full
force and effect, and upon request of either party, the parties shall execute written
confirmation of the same. Notwithstanding any provision herein to the contrary, in the event
that Landlord elects to recapture as provided in this Section 14.3(b), Tenant shall have five
(5) days to rescind its Transfer Notice in which case such election to recapture shall no
longer be effective and Tenant shall retain all rights under this





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	 	 	Lease. If Landlord does not
respond to Tenant’s Transfer Notice within ten (10) business days of receiving such Transfer
Notice (together with all required information provided above) and if such failure continues
for an additional three (3) days after Tenant’s second (2nd) submittal of such
Transfer Notice (together with all required information provided above) to Landlord, then such
lack of response shall conclusively be deemed approval by Landlord of such Transfer.




14.4. Additional Conditions; Excess Rent. If Landlord does not exercise its recapture option
described in Section 14.3(b) above and instead approves of the proposed Transfer pursuant to
Section 14.3(a) above, Tenant may enter into the proposed Transfer with such proposed Transferee
subject to the following further conditions:





	(a)	 	the Transfer shall be on the same terms set forth in the Transfer Notice delivered to
Landlord (if the terms have changed, Tenant must submit a revised Transfer Notice to Landlord
and Landlord shall have another ten (10) business days after receipt thereof to make the
election in Sections 14.3(a) or 14.3(b) above);
	 
	(b)	 	no Transfer shall be valid and no Transferee shall take possession of the Premises until an
executed counterpart of the assignment, sublease or other instrument effecting the Transfer
has been delivered to Landlord pursuant to which the Transferee shall expressly assume all of
Tenant’s obligations under this Lease (or with respect to a sublease of a portion of the
Premises or for a portion of the Term, all of Tenant’s obligations applicable to such
portion);
	 
	(c)	 	no Transferee shall have a further right to assign, encumber or sublet, except on the terms
herein contained; and
	 
	(d)	 	fifty percent (50%) of any rent or other economic consideration received by Tenant as a
result of such Transfer which exceeds, in the aggregate, (i) the total rent which Tenant is
obligated to pay Landlord under this Lease (prorated to reflect obligations allocable to any
portion of the Premises subleased), plus (ii) any documented and standard San Diego brokerage
commissions, reasonable attorneys’ fees, reasonable moving costs and other commercially
reasonable costs actually paid by Tenant in connection with such Transfer, shall be paid to
Landlord within twenty (20) days after receipt thereof as additional rental under this Lease,
without affecting or reducing any other obligations of Tenant hereunder.




14.5. Reasonable Disapproval. Landlord and Tenant hereby acknowledge that Landlord’s disapproval
of any proposed Transfer pursuant to Section 14.3(a) shall be deemed reasonably withheld if based
upon any reasonable factor, including, without limitation, any or all of the following factors:
(a) the proposed Transfer would result in more than two subleases of portions of the Premises being
in effect at any one time during the Term; (b) the proposed Transferee is an existing tenant of the
Project or is negotiating with Landlord (or has negotiated with Landlord in the last six (6)
months) for space in the Project (and Landlord, in each such case, has space in the Project
available for lease to such proposed Transferee); (c) the proposed Transferee is a governmental
entity; (d) the portion of the Premises to be sublet or assigned is irregular in shape with
inadequate and unlawful means of ingress and egress; (e) the use of the Premises by the Transferee
(1) is not permitted by the use provisions in Section 6 hereof, or (2) violates any exclusive use
granted by Landlord to another tenant in the Building; (f) the Transfer would likely result in
significant increase in the use of the parking areas or Common Areas by the Transferee’s employees
or visitors, and/or significantly increase the demand upon services to be provided by Landlord to
the Premises; or (g) the Transferee does not have the financial capability to fulfill the
obligations imposed by the Transfer. Notwithstanding any contrary provision of this Lease, if
Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its
consent to a proposed Transfer or otherwise has breached its obligations under this Section 14,
Tenant’s and such Transferee’s only remedy shall, unless it is determined by a court of competent
jurisdiction that Landlord acted in bad faith, be to seek a declaratory judgment and/or injunctive
relief, and Tenant, on behalf of itself and, to the extent permitted by law, such proposed
Transferee, waives all other remedies against Landlord, including, without limitation, the right to
seek monetary damages or to terminate this Lease.



14.6. No Release. No Transfer shall release Tenant of Tenant’s obligations under this Lease or
alter the primary liability of Tenant to pay the rent and to perform all other obligations to be
performed by Tenant hereunder. Landlord may require that any Transferee remit directly to Landlord
on a monthly basis, all monies due Tenant by said Transferee, and each sublease shall provide that
if Landlord gives
said sublessee written notice that Tenant is in default (beyond the expiration of all applicable
notice and cure periods) under this Lease, said sublessee will thereafter make all payments due
under the sublease directly to or as directed by Landlord, which payments will be credited against
any payments due under this Lease. Tenant hereby irrevocably and unconditionally assigns to
Landlord all rents and other sums payable under any sublease of the Premises as collateral to
secure the Tenant’s obligations under this Lease; provided, however, that Landlord hereby grants
Tenant a license to collect all such rents and other sums so long as Tenant is not in default
(beyond the expiration of all applicable notice and cure periods) under this Lease. Tenant shall,
within ten (10) days after the execution and delivery of any assignment or sublease, deliver a
duplicate original copy thereof to Landlord. However, the acceptance of rent by Landlord from any
other person shall not be deemed to be a waiver by Landlord of any provision hereof. Consent by
Landlord to one Transfer shall not be deemed consent to any subsequent Transfer. In the event of
default (beyond the expiration of all applicable notice and cure periods) by any Transferee of
Tenant or any successor of Tenant in the performance of any of the terms hereof, Landlord may
proceed directly against Tenant without the necessity of exhausting remedies against such
Transferee or




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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successor. Landlord may consent to subsequent assignments of the Lease or
sublettings or amendments or modifications to the Lease with assignees of Tenant, without notifying
Tenant, or any successor of Tenant, and without obtaining its or their consent thereto and any such
actions shall not relieve Tenant of liability under this Lease.



14.7. Material Inducement. Tenant understands, acknowledges and agrees that (a) Landlord’s option
to recapture all or any portion of the Subject Space as provided in Section 14.3(b) above rather
than approve the proposed Transfer, and (b) Landlord’s right to receive a portion of any excess
consideration paid by a Transferee in connection with an approved Transfer as provided in
Section 14.4(d) above, are a material inducement for Landlord’s agreement to lease the Premises to
Tenant upon the terms and conditions herein set forth.



14.8. Affiliated Companies/Restructuring of Business Organization. The assignment or subletting by
Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant,
or (ii) any person or entity which controls, is controlled by or under common control with Tenant,
or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any
entity into which Tenant is merged or consolidated (all such persons or entities described in (i),
(ii), (iii) and (iv) being sometimes hereinafter referred to as “Affiliates”) shall not be deemed a
Transfer under this Section 14 and shall not entitle Landlord to receive its recapture rights nor
require Landlord approval, provided that:





	(a)	 	Any such Affiliate was not formed as a subterfuge to avoid the obligations of this
Section 14;
	 
	(b)	 	Tenant gives Landlord prior written notice of any such assignment or sublease to an
Affiliate;
	 
	(c)	 	Any such Affiliate has, as of the effective date of any such assignment or sublease, a
tangible net worth and net income, in the aggregate, computed in accordance with generally
accepted accounting principles (but excluding goodwill as an asset), which is, in Landlord’s
reasonable good faith determination, sufficient to meet the obligations of Tenant under this
Lease;
	 
	(d)	 	Any such assignment or sublease shall be subject to all of the terms and provisions of this
Lease, and such assignee or sublessee shall assume, in a written document reasonably
satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such
assignment or sublease, all the obligations of Tenant under this Lease; and
	 
	(e)	 	Tenant shall remain fully liable for all obligations to be performed by Tenant under this
Lease.




An Affiliate that is an assignee of Tenant’s entire interest in this Lease may be referred to
herein as an “Affiliate Assignee”.



15. Entry by Landlord. Landlord and its employees and agents shall at all reasonable times
have the right, with reasonable notice except in the event of scheduled services or what the
Landlord reasonably believes to be an emergency, to enter the Premises to inspect the same, to
supply janitorial service and any other service required to be provided by Landlord to Tenant under
this Lease, to exhibit the Premises to prospective lenders or purchasers (or during the last nine
(9) months of the Term, to prospective tenants), to post notices of non-responsibility, and/or to
alter, improve or repair the Premises or any other portion of the Building or Project, all without
being deemed guilty of or liable for any breach of Landlord’s covenant of quiet enjoyment or any
eviction of Tenant, and without abatement of rent. In exercising such entry rights, Landlord shall
use commercially reasonable efforts to minimize, as reasonably practicable, the interference with
Tenant’s business, and shall provide Tenant with reasonable advance written notice of such entry
(except in emergency situations and for scheduled services). For each of the foregoing purposes,
Landlord shall at all times have and retain a key with which to unlock all of the doors in, upon
and about the Premises, excluding Tenant’s vaults and safes, and Landlord shall have the means
which Landlord may deem proper to open said doors in an emergency in order to obtain entry to the
Premises. Any entry to the Premises obtained by Landlord by any of said means or otherwise shall
not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a
detainer of, the Premises, or an eviction of Tenant from the Premises or any portion thereof, or
grounds for any abatement or reduction of rent and Landlord shall not have any liability to Tenant
for any damages or losses on account of any such entry by Landlord.



16. Utilities and Services.



16.1. Standard Utilities and Services. Subject to the terms and conditions of this Lease, and the
obligations of Tenant as set forth hereinbelow, Landlord shall furnish or cause to be furnished to
the Premises the following utilities and services, the costs of which shall be included in
Operating Expenses, unless otherwise specified below or unless Tenant pays direct to the utility
provider:





	(a)	 	Landlord shall make the elevator of the Building available for Tenant’s non-exclusive use,
twenty-four (24) hours per day.
	 
	(b)	 	Landlord shall furnish during the Business Hours for the Building specified in Section 1.17
of the Summary (which Business Hours shall be subject to change from time to time by Landlord,
in Landlord’s reasonable discretion so long as written notice of such change is promptly
provided to Tenant), water as well as heating, ventilation and air conditioning (“HVAC”) for
the Premises as required in Landlord’s judgment for the comfortable and normal occupancy of
the Premises. The





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	 	 	cost of maintenance and service calls to adjust and regulate the HVAC
system shall be charged to Tenant if the need for maintenance work results from either
Tenant’s adjustment of room thermostats or Tenant’s failure to comply with its obligations
under this Section 16, including keeping window coverings closed as needed. Such work shall
be charged at hourly rates equal to then-current journeyman’s wages for HVAC mechanics;
provided, however, that (i) within thirty (30) days from the Commencement Date, Landlord
shall, at Landlord’s sole cost and expense, adjust and balance the HVAC system serving the
Premises (the “First HVAC Adjustment”), and (ii) thereafter, within thirty (30) days following
Tenant’s written request, Landlord shall, at Landlord’s sole cost and expense and shall not be
included in Operating Expenses, readjust and rebalance the HVAC system a second time. If
Tenant desires HVAC at any time other than during the Business Hours for the Building,
Landlord shall provide such “after-hours” usage after advance reasonable request by Tenant,
and Tenant shall pay to Landlord, as additional rent Thirty-Five Dollars ($35.00) per hour,
per floor. The charge for after-hours HVAC shall not increase by more than Three Dollars
($3.00) per hour, per floor annually on a cumulative and compounded basis.
	 
	(c)	 	Landlord shall furnish janitorial services to the Premises five (5) days per week pursuant to
janitorial and cleaning specifications as may be adopted by Landlord from time to time. No
person(s) other than those persons approved by Landlord shall be permitted to enter the
Premises for such purposes. Janitorial service shall include ordinary dusting and cleaning by
the janitor assigned to do such work and shall not include cleaning of carpets or rugs, except
normal vacuuming, or moving of furniture, interior window cleaning, coffee or eating area
cleaning and other special services. Such additional services may be rendered by Landlord
pursuant to written agreement with Tenant as to the extent of such services and the payment of
the cost thereof. Janitorial service will not be furnished on nights when rooms are occupied
after 7:30 p.m. or to rooms which are locked unless a key is furnished to the Landlord for use
by the janitorial contractor. Window cleaning shall be done only by Landlord, at such time
and frequency as determined by Landlord at Landlord’s sole discretion. Tenant shall pay to
Landlord the cost of removal of any of Tenant’s refuse and rubbish to the extent that the same
exceeds the refuse and rubbish usually attendant upon the use of the Premises for general
office uses.
	 
	(d)	 	Landlord may, in Landlord’s sole discretion, provide security service or protection in the
Building and/or the Project, in any manner deemed reasonable by Landlord at Landlord’s sole
discretion, from the Commencement Date throughout the Term.
	 
	(e)	 	At Landlord’s option, Landlord may install HVAC meters in the Premises to measure Tenant’s
consumption of HVAC, including any after-hours and extraordinary usage described above.




16.2. Tenant’s Obligations. Tenant shall be separately metered for the electricity, gas, water,
telephone for the Premises or other services which are metered, chargeable or provided to the
Premises, at Tenant’s sole cost and expense other than for the purchase and installation of
electric meters which shall be at Landlord’s sole cost and expense. Tenant shall make all such
payments directly to the service provider as and when bills are rendered (or to Landlord in the
event Landlord provides submeters instead of the utility company’s meters). Should Tenant fail to
pay any such amounts, Landlord shall have the right to pay the same on Tenant’s behalf and Tenant
shall reimburse Landlord for all costs and expenses incurred by Landlord in conjunction with such
payment within thirty (30) days after demand therefor. All such costs and expenses incurred by
Landlord on Tenant’s behalf shall be deemed additional rent payable by Tenant and collectible by
Landlord as such. Landlord shall designate the electricity utility provider from time to time. In
addition, Tenant shall also pay directly to Landlord (and not as part of Operating Expenses)
Tenant’s Percentage (or such other equitable share as reasonably and equitably determined by
Landlord) of the costs of electricity, gas, water and other services for the Common Areas. At no
time shall use of electricity in the Premises exceed the capacity of existing feeders and risers to
or wiring in the Premises. Any risers or wiring to meet Tenant’s excess electrical requirements
shall, upon Tenant’s written request, be installed by Landlord, at Tenant’s sole cost, if, in
Landlord’s reasonable judgment, the same are necessary and shall not (i) cause damage or injury to
the Project, the Building or the Premises, (ii) cause or create a dangerous or hazardous condition,
(iii) entail excessive or unreasonable alterations, repairs or expenses, or (iv) interfere with or
disturb other tenants or occupants of the Building. Tenant shall cooperate fully at all times with
Landlord, and abide by all reasonable regulations and requirements which Landlord may prescribe for
the proper functioning and protection of
the Building’s services and systems. Tenant shall not use any apparatus or device in, upon or
about the Premises which may in any way increase the amount of services or utilities usually
furnished or supplied to the Premises or other premises in the Building. In addition, Tenant shall
not connect any conduit, pipe, apparatus or other device to the Building’s water, waste or other
supply lines or systems for any purpose. Neither Tenant nor its employees, agents, contractors,
licensees or invitees shall at any time enter, adjust, tamper with, touch or otherwise in any
manner affect the Systems of the Building and/or the Project.



16.3. Overstandard Use. Tenant shall not, without Landlord’s prior written consent, use
heat-generating machines, machines other than normal fractional horsepower office machines, or
equipment or lighting other than building standard lights in the Premises, which may affect the
temperature otherwise maintained by the air conditioning system or increase the need for water
normally furnished for the Premises by Landlord pursuant to the terms of Section 16.1 above. If
Tenant uses water in excess of that supplied by Landlord pursuant to Section 16.1 above, then
Tenant shall pay to Landlord, within thirty (30) days after billing and as additional rent, the
cost of such excess consumption, the cost of the installation,




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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operation, and maintenance of
equipment which is installed in order to supply such excess consumption, and the cost of the
increased wear and tear on existing equipment caused by such excess consumption; and Landlord may
install devices to separately meter any increased use, and in such event Tenant shall pay, as
additional rent, the increased cost directly to Landlord, within ten (10) days after demand,
including the cost of such additional metering devices.



16.4. Failure to Provide Utilities. Landlord’s failure to furnish or delay in furnishing any of
the services described in Section 16.1 above when such failure is caused by all or any of the
following shall not result in any liability of Landlord: (a) casualty, accident, breakage or
repairs; (b) strikes, lockouts or other labor disturbances or labor disputes of any such character;
(c) governmental regulation, moratorium or other governmental action; (d) inability, despite the
exercise of reasonable diligence, to obtain electricity, water or fuel including due to shortages,
blackouts or any other cause; or (e) any other cause beyond Landlord’s reasonable control. In
addition, in the event of the failure of any said utilities or services, Tenant shall not be
entitled to any abatement or reduction of rent (except as expressly provided in Sections 18.3 and
19.2 if such failure is a result of a damage or taking described therein), no eviction of Tenant
shall result, and Tenant shall not be relieved from the performance of any covenant or agreement in
this Lease. Furthermore, Landlord shall not be liable under any circumstances for a loss of, or
injury to, property or for injury to, or interference with, Tenant’s business, including, without
limitation, loss of profits, however occurring, through or in connection with or incidental to a
failure to furnish any of the services as set forth in this Section 16. In the event of any
stoppage or interruption of services, Landlord shall diligently attempt to resume such services as
promptly as reasonably practicable. Tenant hereby waives the provisions of California Civil Code
Section 1932(1) or any other applicable existing or future law, ordinance or governmental
regulation permitting the termination of this Lease due to an interruption, failure or inability to
provide any services.



16.5. Tenant’s Security System. Tenant may, in accordance with Section 12 hereof and at its own
expense, install its own security system (“Tenant’s Security System”) in the Premises; provided,
however, that Tenant shall obtain Landlord’s prior consent with respect to the plans and
specifications for Tenant’s Security System (which consent shall not be unreasonably withheld,
conditioned or delayed), and shall coordinate the installation and operation of Tenant’s Security
System with Landlord to assure that Tenant’s Security System is reasonably compatible with
Landlord’s security system and the Building’s Base, Shell and Core. To the extent that Landlord
reasonably determines that Tenant’s Security System is not reasonably compatible with Landlord’s
security system and/or the Building’s Base, Shell and Core, Tenant shall not be entitled to install
or operate it. Tenant shall be solely responsible, at Tenant’s sole cost and expense, for the
monitoring, operation and removal of Tenant’s Security System.



16.6. Abatement of Rent When Tenant Is Prevented From Using Premises. In the event that Tenant is
prevented from using, and does not use, the Premises or any portion thereof, for five (5)
consecutive business days (the “Eligibility Period”) as a result of (i) any repair, maintenance or
alteration performed by Landlord after the Commencement Date and required to be performed by
Landlord under this Lease, or (ii) any failure to provide to the Premises any of the essential
utilities and services required to be provided in Sections 16.1(a), 16.1(b) or 16.1(c) above, or
(iii) any failure to provide access to the Premises, then Tenant’s obligation to pay Monthly Basic
Rent and Operating Expenses shall be abated or reduced, as the case may be, from and after the
first (1st) day following the Eligibility Period and continuing until such time that Tenant
continues to be so prevented from using, and does not use, the Premises or a portion thereof, in
the proportion that the rentable square feet of the portion of the Premises that Tenant is
prevented from using, and does not use, bears to the total rentable square feet of the Premises;
provided, however, that Tenant shall only be entitled to such abatement of rent if the matter
described in clauses (i), (ii) or (iii) of this sentence not is caused by Tenant’s gross negligence
or willful misconduct and is not covered by Tenant’s business interruption insurance. To the
extent Tenant shall be entitled to abatement of rent because of a damage or destruction pursuant to
Section 18 or a taking pursuant to Section 19, then the Eligibility Period shall not be applicable.



16.7. Package HVAC Unit. Tenant shall be entitled to install, as a Tenant Change, a dedicated
heating, ventilation and air conditioning unit (“Package Unit”) within the Premises at Tenant’s
sole cost and expense. The plans and specifications for such Package Unit shall, as provided in
Section 12 above, be subject to Landlord’s reasonable approval. If Tenant elects to install such
Package
Unit within the Premises, then Tenant shall be responsible for the cost of electricity to such unit
and Tenant shall contract with the local utility company for electricity for such Package Unit.
Tenant shall be solely responsible for maintenance and repair of the Package Unit and such unit
shall be considered to be a fixture within the Premises and shall, unless Landlord otherwise elects
to have Tenant (at Tenant’s sole cost and expense) remove the same prior to the expiration of the
Lease Term and notifies Tenant in writing of same at the time of approval of the plans and
specifications of such Package Unit, remain upon the Premises upon the expiration or earlier
termination of the Term or the Option Term (if applicable).



17. Indemnification and Exculpation.



17.1. Tenant’s Assumption of Risk and Waiver. Except to the extent such matter is not covered by
the insurance required to be maintained by Tenant under this Lease and such matter is attributable
to the gross negligence, willful misconduct of Landlord or unless caused by a material breach of
Landlord’s obligation under this Lease, Landlord shall not be liable to Tenant, Tenant’s employees,
agents or invitees for: (i) any damage to property of Tenant, or of others, located in, on or about
the Premises, nor for (ii) the loss of or damage to any property of Tenant or of others by theft or
otherwise, (iii) any injury or damage to persons or property resulting from fire, explosion,
falling plaster, steam, gas, electricity, water, rain or




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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leaks from any part of the Premises or
from the pipes, plumbing works or from the roof, street or subsurface or from any other places or
by dampness or by any other cause of whatsoever nature, or (iv) any such damage caused by other
tenants or persons in the Project, occupants of adjacent property of the Project, or the public, or
caused by operations in construction of any private, public or quasi-public work. Landlord shall
in no event be liable to Tenant for any consequential damages or for loss of revenue or income and
Tenant waives any and all claims for any such damages. Notwithstanding anything to the contrary
contained in this Section 17.1, all property of Tenant, its agents, employees and invitees kept or
stored on the Premises, whether leased or owned by any such parties, shall be so kept or stored at
the sole risk of Tenant and Tenant shall hold Landlord harmless from any claims arising out of
damage to the same, including subrogation claims by Tenant’s insurance carriers.



17.2. Tenant’s Indemnification of Landlord. Tenant shall be liable for, and shall indemnify,
defend, protect and hold Landlord and Landlord’s partners, officers, directors, employees, agents,
successors and assigns (collectively, “Landlord Indemnified Parties”) harmless from and against,
any and all claims, damages, judgments, suits, causes of action, losses, liabilities and expenses,
including reasonable attorneys’ fees and court costs (collectively, “Indemnified Claims”) (but not
including any loss of business, loss of profits or other consequential damages), arising or
resulting from (a) any occurrence at the Premises caused by Tenant or any of Tenant’s agents except
to the extent arising from the gross negligence or willful misconduct of Landlord or its agents,
employees or contractors and not covered by the insurance required to be maintained by Tenant under
this Lease, (b) any act or omission of Tenant or any of Tenant’s agents, employees, contractors,
subtenants, assignees, licensees or invitees (collectively, “Tenant Parties”); (c) the use of the
Premises and Common Areas and conduct of Tenant’s business by Tenant or any Tenant Parties, or any
other activity, work or thing done by Tenant or any Tenant Parties, in or about the Premises, the
Building or elsewhere in the Project; and/or (d) any default by Tenant of any obligations on
Tenant’s part to be performed under the terms of this Lease or the terms of any contract or
agreement to which Tenant is a party or by which it is bound, affecting this Lease or the Premises.
In case any action or proceeding is brought against Landlord or any Landlord Indemnified Parties
by reason of any such Indemnified Claims, Tenant, upon notice from Landlord, shall defend the same
at Tenant’s expense by counsel approved in writing by Landlord, which approval shall not be
unreasonably withheld.



17.3. Reciprocal Indemnity. Notwithstanding any provisions of Lease Sections 17.1 and 17.2 to the
contrary, Tenant shall not be required to indemnify and hold Landlord harmless from any Indemnified
Claims to any person, property or entity resulting from the gross negligence or willful misconduct
of Landlord or its agents, contractors, servants, employees or licensees in connection with
Landlord’s activities in the Building (except for damage to the Tenant Changes and Tenant’s
personal property, fixtures, furniture and equipment in the Premises, to the extent Tenant is
required to obtain the requisite insurance coverage pursuant to the Lease) or the Project.
Landlord shall indemnify and hold Tenant harmless from any such Indemnified Claims (but not
including any loss of business, loss of profits or other consequential damages); provided, however,
to the extent any damage or repair obligation is covered by insurance obtained by Landlord, but is
not covered by insurance obtained by Tenant, then Tenant shall be relieved of its indemnity
obligation up to the amount of the insurance proceeds which Landlord is entitled to receive.
Tenant’s agreement to indemnify and hold Landlord harmless pursuant to Section 17.2 above and the
exclusion from Tenant’s indemnity and Landlord’s agreement to indemnify and hold Tenant harmless
pursuant to this provision are not intended to and shall not relieve any insurance carrier of its
obligations under policies required to be carried by Landlord or Tenant, respectively, pursuant to
the Lease to the extent that such policies cover the results of such acts, omissions or willful
misconduct.



17.4. Survival; No Release of Insurers. Tenant’s indemnification obligations under Sections 17.2
and 17.3 shall survive the expiration or earlier termination of this Lease. Tenant’s covenants,
agreements and indemnification in Sections 17.1, 17.2 and 17.3 above are not intended to and shall
not relieve any insurance carrier of its obligations under policies required to be carried by
Tenant pursuant to the provisions of this Lease.



18. Damage or Destruction.



18.1. Landlord’s Rights and Obligations. In the event the Premises or any part of the Building is
damaged by fire or other casualty to an extent not exceeding twenty-five percent (25%) of the full
replacement cost thereof, and Landlord’s contractor estimates in a writing delivered to the parties
that the damage thereto is such that the Building and/or Premises may be repaired, reconstructed or
restored to substantially its condition immediately prior to such damage within one hundred twenty
(120) days from the date of such casualty, and Landlord will receive insurance proceeds sufficient
to cover the costs of such repairs, reconstruction and restoration (including proceeds from Tenant
and/or Tenant’s insurance which Tenant is required to deliver to Landlord pursuant to Section 18.2
below), then Landlord shall commence and proceed diligently with the work of repair, reconstruction
and restoration and this Lease shall continue in full force and effect. If, however, the Premises
or any other part of the Building is damaged to an extent exceeding twenty-five percent (25%) of
the full replacement cost thereof, or Landlord’s contractor estimates that such work of repair,
reconstruction and restoration will require longer than one hundred twenty (120) days to complete,
or Landlord will not receive insurance proceeds (other than as a result of Landlord not having
commercially reasonable insurance coverage (and/or proceeds from Tenant, as applicable) sufficient
to cover the costs of such repairs, reconstruction and restoration, then Landlord may elect to
either:




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	(a)	 	repair, reconstruct and restore the portion of the Building and Premises damaged by such
casualty (including, to the extent of insurance proceeds received from Tenant, the Tenant
Improvements and Tenant Changes), in which case this Lease shall continue in full force and
effect; or
	 
	(b)	 	terminate this Lease effective as of the date which is thirty (30) days after Tenant’s
receipt of Landlord’s election to so terminate.




Under any of the conditions of this Section 18.1, Landlord shall give written notice to Tenant of
its intention to repair or terminate within the later of sixty (60) days after the occurrence of
such casualty, or fifteen (15) days after Landlord’s receipt of the estimate from Landlord’s
contractor.



18.2. Tenant’s Costs and Insurance Proceeds. In the event of any damage or destruction of all or
any part of the Premises, Tenant shall immediately: (a) notify Landlord thereof; and (b) deliver
to Landlord all insurance proceeds received by Tenant with respect to the Tenant Improvements and
Tenant Changes in the Premises (excluding proceeds for Tenant’s furniture and other personal
property), whether or not this Lease is terminated as permitted in this Section 18, and Tenant
hereby assigns to Landlord all rights to receive such insurance proceeds. If, for any reason
(including Tenant’s failure to obtain insurance for the full replacement cost of the Tenant
Improvements and any Tenant Changes which Tenant is required to insure pursuant to Sections 12.1(c)
and/or 20.1(a) hereof), Tenant fails to receive insurance proceeds covering the full replacement
cost of such Tenant Improvements and Tenant Changes which are damaged, Tenant shall be deemed to
have self-insured the replacement cost of such Tenant Improvements and Tenant Changes, and upon any
damage or destruction thereto, Tenant shall immediately pay to Landlord the full replacement cost
of such items, less any insurance proceeds actually received by Landlord from Landlord’s or
Tenant’s insurance with respect to such items.



18.3. Abatement of Rent. In the event that as a result of any such damage, repair, reconstruction
and/or restoration of the Premises or the Building, Tenant is prevented from using, and does not
use, the Premises or any portion thereof, then the Monthly Basic Rent shall be abated or reduced,
as the case may be, during the period that Tenant continues to be so prevented from using and does
not use the Premises or portion thereof, in the proportion that the rentable square feet of the
portion of the Premises that Tenant is prevented from using, and does not use, bears to the total
rentable square feet of the Premises. Notwithstanding the foregoing to the contrary, if the damage
is due to the gross negligence or willful misconduct of Tenant or any Tenant Parties, there shall
be no abatement of Monthly Basic Rent except to the extent covered by Landlord’s insurance. Except
for abatement of Monthly Basic Rent as provided hereinabove, Tenant shall not be entitled to any
compensation or damages for loss of, or interference with, Tenant’s business or use or access of
all or any part of the Premises resulting from any such damage, repair, reconstruction or
restoration.



18.4. Inability to Complete. Notwithstanding anything to the contrary contained in this
Section 18, in the event Landlord is obligated or elects to repair, reconstruct and/or restore the
damaged portion of the Building or Premises pursuant to Section 18.1 above, but is delayed from
completing such repair, reconstruction and/or restoration beyond the date which is six (6) months
after the date estimated by Landlord’s contractor for completion thereof pursuant to Section 18.1,
by reason of any causes beyond the reasonable control of Landlord (including, without limitation,
delays due to Force Majeure Delays as defined in Section 32.15, and delays caused by Tenant or any
Tenant Parties), then (i) Landlord may elect to terminate this Lease upon thirty (30) days’ prior
written notice to Tenant and (ii) Tenant shall have the right to terminate this Lease so long as
the delay was not caused by any delays caused by Tenant and/or any Tenant Parties.



18.5. Damage Near End of Term. In addition to its termination rights set forth herein, Landlord
and Tenant shall each have the right to terminate this Lease if any damage to the Building or
Premises occurs during the last twelve (12) months of the Term of this Lease and Landlord’s
contractor estimates in a writing delivered to the parties within sixty (60) days of the casualty,
that the repair, reconstruction or
restoration of such damage cannot be completed within the earlier of (a) the scheduled expiration
date of the Lease Term, or (b) sixty (60) days after the date of such casualty.



18.6. Tenant’s Additional Termination Right. In addition to the right of Tenant to terminate the
Lease as set forth in Section 18.5 above, Tenant shall have the right to terminate this Lease if
Landlord’s contractor estimates that such work of repair, reconstruction and restoration will
require longer than two hundred ten (210) days to complete, which termination shall be effective as
of the date which is thirty (30) days after Landlord’s receipt of Tenant’s election to so
terminate.



18.7. Waiver of Termination Right. This Lease sets forth the terms and conditions upon which this
Lease may terminate in the event of any damage or destruction. Accordingly, the parties hereby
waive the provisions of California Civil Code Section 1932, Subsection 2, and Section 1933,
Subsection 4 (and any successor statutes thereof permitting the parties to terminate this Lease as
a result of any damage or destruction).



19. Eminent Domain.



19.1. Substantial Taking. Subject to the provisions of Section 19.4 below in case the whole of the
Premises, or such part thereof as shall substantially interfere with Tenant’s use and occupancy of
the Premises as reasonably determined by Landlord, shall be taken for any public or quasi-public
purpose by




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[Orexigen Therapeutics, Inc.]




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any lawful power or authority by exercise of the right of appropriation, condemnation or
eminent domain, or sold to prevent such taking, either party shall have the right to terminate this
Lease effective as of the date possession is required to be surrendered to said authority.



19.2. Partial Taking; Abatement of Rent. In the event of a taking of a portion of the Premises
which does not substantially interfere with the conduct of Tenant’s business, then, except as
otherwise provided in the immediately following sentence, neither party shall have the right to
terminate this Lease and Landlord shall thereafter proceed to make a functional unit of the
remaining portion of the Premises (but only to the extent Landlord receives proceeds therefor from
the condemning authority), and Monthly Basic Rent shall be abated with respect to the part of the
Premises which Tenant shall be so deprived on account of such taking. Notwithstanding the
immediately preceding sentence to the contrary, if any part of the Building or the Site shall be
taken (whether or not such taking substantially interferes with Tenant’s use of or access to the
Premises or the parking areas), Landlord may terminate this Lease upon thirty (30) days’ prior
written notice to Tenant.



19.3. Condemnation Award. Subject to the provisions of Section 19.4 below, in connection with any
taking of the Premises or Building, Landlord shall be entitled to receive the entire amount of any
award which may be made or given in such taking or condemnation, without deduction or apportionment
for any estate or interest of Tenant, it being expressly understood and agreed by Tenant that no
portion of any such award shall be allowed or paid to Tenant for any so-called bonus or excess
value of this Lease, and such bonus or excess value shall be the sole property of Landlord. Tenant
shall not assert any claim against Landlord or the taking authority for any compensation because of
such taking (including any claim for bonus or excess value of this Lease); provided, however, if
any portion of the Premises is taken, Tenant shall be granted the right to recover from the
condemning authority (but not from Landlord) any compensation as may be separately awarded or
recoverable by Tenant for the taking of Tenant’s furniture, fixtures, equipment and other personal
property within the Premises, for Tenant’s relocation expenses, and for any loss of goodwill or
other damage to Tenant’s business by reason of such taking.



19.4. Temporary Taking. In the event of a taking of the Premises or any part thereof for temporary
use, (a) this Lease shall be and remain unaffected thereby and rent shall not abate, and (b) Tenant
shall be entitled to receive for itself such portion or portions of any award made for such use
with respect to the period of the taking which is within the Term, provided that if such taking
shall remain in force at the expiration or earlier termination of this Lease, Tenant shall perform
its obligations under Section 9 with respect to surrender of the Premises and shall pay to Landlord
the portion of any award which is attributable to any period of time beyond the Term expiration
date. For purpose of this Section 19.4, a temporary taking shall be defined as a taking for a
period of two ninety (90) days or less.



19.5. Waiver of Termination Right. This Lease sets forth the terms and conditions upon which this
Lease may terminate in the event of a taking. Accordingly, the parties waive the provisions of the
California Code of Civil Procedure Section 1265.130 and any successor or similar statutes
permitting the parties to terminate this Lease as a result of a taking.



20. Tenant’s Insurance.



20.1. Types of Insurance. On or before the earlier of the Commencement Date or the date Tenant
occupies all or any portion of the Premises or commences or causes to be commenced any work of any
type in or on the Premises pursuant to this Lease, and continuing during the entire Term, Tenant
shall obtain and keep in full force and effect, the following insurance:





	(a)	 	Special Form (fka All Risk) insurance, including fire and extended coverage, sprinkler
leakage, vandalism and malicious mischief coverage upon property of every description and kind
owned by Tenant and located in the Premises or Building, or for which Tenant is legally liable
or installed by or on behalf of Tenant including, without limitation, furniture, equipment and
any other personal property, and any Tenant Changes (and including the Tenant Improvements
previously
existing or installed in the Premises), in an amount not less then the full replacement cost
thereof. In the event that there shall be a dispute as to the amount which comprises full
replacement cost, the decision of Landlord or the mortgagees of Landlord shall be
conclusive.
	 
	(b)	 	Commercial general liability insurance coverage, on an occurrence basis (other than products
liability and completed operations coverage which is on a claims made basis), including
personal injury, bodily injury (including wrongful death), broad form property damage,
operations hazard, owner’s protective coverage, contractual liability (including Tenant’s
indemnification obligations under this Lease, including Section 17 hereof), liquor liability
(if Tenant serves alcohol on the Premises), and owned/non-owned automobile liability, with an
initial combined single limit of liability of not less than Three Million Dollars
($3,000,000.00). The limits of liability of such commercial general liability insurance shall
be increased every five (5) years during the Term of this Lease to an amount reasonably
required by Landlord.
	 
	(c)	 	Worker’s compensation and employer’s liability insurance, in statutory amounts and limits,
covering all persons employed in connection with any work done in, on or about the Premises
for which claims for death or bodily injury could be asserted against Landlord, Tenant or the
Premises.





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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	(d)	 	Any other form or forms of insurance as Tenant or Landlord or the mortgagees of Landlord may
reasonably require from time to time, in form, amounts and for insurance risks against which a
prudent tenant would protect itself.




20.2. Requirements. Each policy required to be obtained by Tenant hereunder shall: (a) be issued
by insurers which are legally permitted to do business in the state in which the Building is
located and are rated not less than financial class VII, and not less than policyholder rating A-
in the most recent version of Best’s Key Rating Guide (provided that, in any event, the same
insurance company shall provide the coverages described in Section 20.1(a) above); (b) be in form
reasonably satisfactory from time to time to Landlord; (c) name Tenant as named insured thereunder
and shall name Landlord and, at Landlord’s request, Landlord’s mortgagees, ground lessors (if any)
and managers of which Tenant has been informed in writing, as additional insureds thereunder, all
as their respective interests may appear; (d) not have a deductible amount exceeding One Hundred
Thousand Dollars ($100,000.00), which amount shall be deemed self-insured with full waiver of
subrogation; (e) specifically provide that the insurance afforded by such policy for the benefit of
Landlord and Landlord’s mortgagees and ground lessors shall be primary, and any insurance carried
by Landlord or Landlord’s mortgagees and ground lessors shall be excess and non-contributing;
(f) contain an endorsement that the insurer waives its right to subrogation as described in
Section 22 below; (g)contain a cross liability or severability of interest endorsement; and (h) be
in amounts sufficient at all times to satisfy any coinsurance requirements thereof. Tenant agrees
to deliver to Landlord, in no event later than the earlier of (i) the Commencement Date or (ii) the
date Tenant takes possession of all or any part of the Premises, certified copies of each such
insurance policy (or certificates from the insurance company evidencing the existence of such
insurance and Tenant’s compliance with the foregoing provisions of this Section 20). Tenant shall
cause replacement policies or certificates to be delivered to Landlord not less than two (2) days
prior to the expiration of any such policy or policies. If any such initial or replacement
policies or certificates are not furnished within the time(s) specified herein, Tenant shall be
deemed to be in material default (beyond the expiration of all applicable notice and cure periods)
under this Lease without the benefit of any additional notice or cure period provided in
Section 23.1 below, and Landlord shall have the right, but not the obligation, to procure such
policies and certificates at Tenant’s expense.



20.3. Effect on Insurance. Tenant shall not do or permit to be done anything which will
(a) violate or invalidate any insurance policy maintained by Landlord or Tenant hereunder, or
(b) increase the costs of any insurance policy maintained by Landlord pursuant to Section 21 or
otherwise with respect to the Building or the Project. If Tenant’s occupancy or conduct of its
business in, on or about the Premises results in any increase in premiums for any insurance carried
by Landlord with respect to the Building or the Project, Tenant shall pay such increase as
additional rent within ten (10) days after being billed therefor by Landlord. If any insurance
coverage carried by Landlord pursuant to Section 21 or otherwise with respect to the Building or
the Project shall be cancelled or reduced (or cancellation or reduction thereof shall be
threatened) by reason of the use or occupancy of the Premises by Tenant or by anyone permitted by
Tenant to be upon the Premises, and if Tenant fails to remedy such condition within five (5) days
after notice thereof, Tenant shall be deemed to be in default under this Lease, without the benefit
of any additional notice or cure period specified in Section 23.1 below, and Landlord shall have
all remedies provided in this Lease, at law or in equity, including, without limitation, the right
(but not the obligation) to enter upon the Premises and attempt to remedy such condition at
Tenant’s cost.



21. Landlord’s Insurance. During the Term, Landlord shall insure the Building and the
Premises (excluding, however, Tenant’s furniture, equipment and other personal property and the
Tenant Improvements and any Tenant Changes) against damage by fire and standard extended coverage
perils and with vandalism and malicious mischief endorsements, rental loss coverage, at Landlord’s
option, earthquake damage coverage, and such additional coverage as Landlord deems appropriate.
Landlord shall also carry commercial general liability insurance, in such reasonable amounts and
with such reasonable deductibles as would be carried by a prudent owner of a similar building in
the state in which the Building is located. At Landlord’s option, all such insurance may be
carried under any blanket or umbrella policies which Landlord has in force for other buildings and
projects. Landlord may, but shall not be obligated to, carry any other form or forms of insurance
as Landlord or the mortgagees or ground
lessors of Landlord may reasonably determine is advisable. The cost of insurance obtained by
Landlord pursuant to this Section 21 (including self-insured amounts and deductibles) shall be
included in Operating Expenses.



22. Waiver of Claims; Waiver of Subrogation.



22.1. Mutual Waiver of Parties. Landlord and Tenant hereby waive their rights against each other
with respect to any claims or damages or losses which are caused by or result from (a) occurrences
insured against under any insurance policy carried by Landlord or Tenant (as the case may be)
pursuant to the provisions of this Lease and enforceable at the time of such damage or loss, or
(b) occurrences which would have been covered under any insurance required to be obtained and
maintained by Landlord or Tenant (as the case may be) under Sections 20 and 21 of this Lease (as
applicable) had such insurance been obtained and maintained as required therein. The foregoing
waivers shall be in addition to, and not a limitation of, any other waivers or releases contained
in this Lease.



22.2. Waiver of Insurers. Each party shall cause each property and loss of income insurance policy
required to be obtained by it pursuant to Sections 20 and 21 to provide that the insurer waives all
rights of recovery by way of subrogation against either Landlord or Tenant, as the case may be, in
connection with any claims, losses and damages covered by such policy. If either party fails to
maintain property or loss




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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of income insurance required hereunder, such insurance shall be deemed to
be self-insured with a deemed full waiver of subrogation as set forth in the immediately preceding
sentence.



23. Tenant’s Default and Landlord’s Remedies.



23.1. Tenant’s Default. The occurrence of any one or more of the following events shall constitute
a default under this Lease by Tenant:





	(a)	 	the vacation or abandonment of the Premises by Tenant. “Abandonment” is herein defined to
include, but is not limited to, any absence by Tenant from the Premises for ten (10) business
days or longer while in monetary default under this Lease pursuant to Section 23.1(b) below;
	 
	(b)	 	the failure by Tenant to make any payment of rent or additional rent or any other payment
required to be made by Tenant hereunder, where such failure continues for five (5) days after
written notice from Landlord to Tenant of such failure; provided, however, that any such
notice shall be in lieu of, and not in addition to, any notice required under California Code
of Civil Procedure, Section 1161;
	 
	(c)	 	the failure by Tenant to observe or perform any of the express or implied covenants or
provisions of this Lease to be observed or performed by Tenant, other than as specified in
Sections 23.1(a) or (b) above, where such failure shall continue for a period of thirty (30)
days after written notice thereof from Landlord to Tenant; provided, however, that any such
notice shall be in lieu of, and not in addition to, any notice required under California Code
of Civil Procedure, Section 1161 and provided further that, if the nature of Tenant’s default
is such that more than thirty (30) days are reasonably required for its cure, then Tenant
shall not be deemed to be in default if Tenant shall commence such cure within said thirty
(30) day period and thereafter diligently prosecute such cure to completion;
	 
	(d)	 	(i) the making by Tenant or any guarantor hereof of any general assignment for the benefit of
creditors, (ii) the filing by or against Tenant or any guarantor hereof of a petition to have
Tenant or any guarantor hereof adjudged a bankrupt or a petition for reorganization or
arrangement under any law relating to bankruptcy (unless, in the case of a petition filed
against Tenant or any guarantor hereof, the same is dismissed within sixty (60) days),
(iii) the appointment of a trustee or receiver to take possession of substantially all of
Tenant’s assets located at the Premises or of Tenant’s interest in this Lease or of
substantially all of guarantor’s assets, where possession is not restored to Tenant or
guarantor within sixty (60) days, or (iv) the attachment, execution or other judicial seizure
of substantially all of Tenant’s assets located at the Premises or of substantially all of
guarantor’s assets or of Tenant’s interest in this Lease where such seizure is not discharged
within sixty (60) days;
	 
	(e)	 	any material representation or warranty made by Tenant in this Lease or any other document
delivered in connection with the execution and delivery of this Lease or pursuant to this
Lease proves to be incorrect in any material respect; and
	 
	(f)	 	Tenant shall be liquidated or dissolved or shall begin proceedings towards its liquidation or
dissolution.




23.2. Landlord’s Remedies; Termination. In the event of any such default (beyond the expiration of
all applicable notice and cure periods) by Tenant, in addition to any other remedies available to
Landlord under this Lease, at law or in equity, Landlord shall have the immediate option to
terminate this Lease and all rights of Tenant hereunder. In the event that Landlord shall elect to
so terminate this Lease, then Landlord may recover from Tenant:





	(a)	 	the worth at the time of award of any unpaid rent which had been earned at the time of such
termination; plus
	 
	(b)	 	the worth at the time of the 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; plus
	 
	(c)	 	the worth at the time of award of the amount by which the unpaid rent for the balance of the
term after the time of award exceeds the amount of such rental loss that Tenant proves could
be reasonably avoided; plus
	 
	(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 or which, in the ordinary course
of things, would be likely to result therefrom including, but not limited to: unamortized
Tenant Improvement costs; attorneys’ fees; brokers’ commissions; the costs of refurbishment,
alterations, renovation and repair of the Premises; and removal (including the repair of any
damage caused by such removal) and storage (or disposal) of Tenant’s personal property,
equipment, fixtures, Tenant Changes, Tenant Improvements and any other items which Tenant is
required under this Lease to remove but does not remove.





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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As used in Sections 23.2(a) and 23.2(b) above, the “worth at the time of award” is computed by
allowing interest at the Interest Rate set forth in Section 1.14 of the Summary. As used in
Section 23.2(c) above, the “worth at the time of award” is computed by discounting such amount at
the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one
percent (1%).



23.3. Landlord’s Remedies; Re-Entry Rights. In the event of any such default (beyond the
expiration of all applicable notice and cure periods) by Tenant, in addition to any other remedies
available to Landlord under this Lease, at law or in equity, Landlord shall also have the right,
with or without terminating this Lease, to re-enter the Premises and remove all persons and
property from the Premises; such property may be removed, stored and/or disposed of pursuant to
Section 12.4 of this Lease or any other procedures permitted by applicable law. No re-entry or
taking possession of the Premises by Landlord pursuant to this Section 23.3, and no acceptance of
surrender of the Premises or other action on Landlord’s part, shall be construed as an election to
terminate this Lease unless a written notice of such intention be given to Tenant or unless the
termination thereof be decreed by a court of competent jurisdiction.



23.4. Continuation of Lease. Landlord shall have the remedy described in California Civil Code
Section 1951.4 (lessor may continue lease in effect after lessee’s breach and abandonment and
recover rent as it becomes due, if lessee has the right to sublet or assign, subject only to
reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease on
account of any default (beyond the expiration of all applicable notice and cure periods) by Tenant,
Landlord may, from time to time, without terminating this Lease, enforce all of its rights and
remedies under this Lease, including the right to recover all rent as it becomes due.



23.5. Landlord’s Right to Perform. Except as specifically provided otherwise in this Lease, all
covenants and agreements by Tenant under this Lease shall be performed by Tenant at Tenant’s sole
cost and expense and without any abatement or offset of rent. If Tenant shall fail to pay any sum
of money (other than Monthly Basic Rent) or perform any other act on its part to be paid or
performed hereunder and such failure shall continue for five (5) days with respect to monetary
obligations (or thirty (30) days with respect to non-monetary obligations, except in case of
emergencies, in which such case, such shorter period of time as is reasonable under the
circumstances) after Tenant’s receipt of written notice thereof from Landlord, Landlord may,
without waiving or releasing Tenant from any of Tenant’s obligations, make such payment or perform
such other act on behalf of Tenant. All sums so paid by Landlord and all necessary incidental
costs incurred by Landlord in performing such other acts shall be payable by Tenant to Landlord
within five (5) days after demand therefor as additional rent.



23.6. Interest. If any monthly installment of Rent or Operating Expenses, or any other amount
payable by Tenant hereunder is not received by Landlord by the date when due, it shall bear
interest at the Interest Rate set forth in Section 1.14 of the Summary from the date due until
paid. All interest, and any late charges imposed pursuant to Section 23.7 below, shall be
considered additional rent due from Tenant to Landlord under the terms of this Lease.



23.7. Late Charges. Tenant acknowledges that, in addition to interest costs, the late payments by
Tenant to Landlord of any Monthly Basic Rent or other sums due under this Lease will cause Landlord
to incur costs not contemplated by this Lease, the exact amount of such costs being extremely
difficult and impractical to fix. Such other costs include, without limitation, processing,
administrative and accounting charges and late charges that may be imposed on Landlord by the terms
of any mortgage, deed of trust or related loan documents encumbering the Premises, the Building or
the Project. Accordingly, if any monthly installment of Monthly Basic Rent or Operating Expenses
or any other amount payable by Tenant hereunder is not received by Landlord by the due date
thereof, Tenant shall pay to Landlord an additional sum of five percent (5%) of the overdue amount
as a late charge, but in no event more than the maximum late charge allowed by law. The parties
agree that such late charge represents a fair and reasonable estimate of the costs that Landlord
will incur by reason of any late payment as hereinabove
referred to by Tenant, and the payment of late charges and interest are distinct and separate in
that the payment of interest is to compensate Landlord for the use of Landlord’s money by Tenant,
while the payment of late charges is to compensate Landlord for Landlord’s processing,
administrative and other costs incurred by Landlord as a result of Tenant’s delinquent payments.
Acceptance of a late charge or interest shall not constitute a waiver of Tenant’s default (beyond
the expiration of all applicable notice and cure periods) with respect to the overdue amount or
prevent Landlord from exercising any of the other rights and remedies available to Landlord under
this Lease or at law or in equity now or hereafter in effect.



23.8. Intentionally Omitted.



23.9. Rights and Remedies Cumulative. All rights, options and remedies of Landlord contained in
this Section 23 and elsewhere in this Lease (including Section 28 below) shall be construed and
held to be cumulative, and no one of them shall be exclusive of the other, and Landlord shall have
the right to pursue any one or all of such remedies or any other remedy or relief which may be
provided by law or in equity, whether or not stated in this Lease. Nothing in this Section 23
shall be deemed to limit or otherwise affect Tenant’s indemnification of Landlord pursuant to any
provision of this Lease.



23.10. Tenant’s Waiver of Redemption. Tenant hereby waives and surrenders for itself and all those
claiming under it, including creditors of all kinds, (i) any right and privilege which it or any of
them may have under any present or future law to redeem any of the Premises or to have a
continuance of this




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




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Lease after termination of this Lease or of Tenant’s right of occupancy or
possession pursuant to any court order or any provision hereof, and (ii) the benefits of any
present or future law which exempts property from liability for debt or for distress for rent.



23.11. Costs Upon Default and Litigation. Tenant shall pay to Landlord and its mortgagees, as
additional rent, all the expenses incurred by Landlord or its mortgagees in connection with any
default (beyond the expiration of all applicable notice and cure periods) by Tenant hereunder or
the exercise of any remedy by reason of any default (beyond the expiration of all applicable notice
and cure periods) by Tenant hereunder, including reasonable attorneys’ fees and expenses.



24. Landlord’s Default. Landlord shall not be in default in the performance of any
obligation required to be performed by Landlord under this Lease unless Landlord has failed to
perform such obligation within thirty (30) days after the receipt of written notice from Tenant
specifying in detail Landlord’s failure to perform; provided however, that if the nature of
Landlord’s obligation is such that more than thirty (30) days are required for its performance,
then Landlord shall not be deemed in default if it commences such performance within such thirty
(30) day period and thereafter diligently pursues the same to completion. Upon any such uncured
default by Landlord, Tenant may exercise any of its rights provided in law or at equity; provided,
however: (a) Tenant shall have no right to offset or abate rent in the event of any default by
Landlord under this Lease, except to the extent offset rights are specifically provided to Tenant
in this Lease; (b) Tenant’s rights and remedies hereunder shall be limited to the extent (i) Tenant
has expressly waived in this Lease any of such rights or remedies and/or (ii) this Lease otherwise
expressly limits Tenant’s rights or remedies, including the limitation on Landlord’s liability
contained in Section 31 hereof; and (c) in no event shall Landlord be liable for consequential
damages or loss of business profits.



25. Subordination. Without the necessity of any additional document being executed by
Tenant for the purpose of effecting a subordination, and at the election of Landlord or any
mortgagee of a mortgage or a beneficiary of a deed of trust now or hereafter encumbering all or any
portion of the Building or Site, or any lessor of any ground or master lease now or hereafter
affecting all or any portion of the Building or Site, this Lease shall be subject and subordinate
at all times to such ground or master leases (and such extensions and modifications thereof), and
to the lien of such mortgages and deeds of trust (as well as to any advances made thereunder and to
all renewals, replacements, modifications and extensions thereof); provided, however,
notwithstanding the foregoing or any other provision of this Lease to the contrary, it shall be a
condition precedent to the subordination of this Lease to any future ground or underlying lease or
to the lien of any future mortgage or deed of trust is that Landlord shall obtain for the benefit
of Tenant a commercially reasonable subordination, non-disturbance and attornment agreement from
the landlord or lender of such future instrument in form and substance reasonably acceptable to
Tenant. Notwithstanding the foregoing, Landlord and any mortgagee and/or ground lessor of
Landlord, as applicable, shall have the right to subordinate or cause to be subordinated any or all
ground or master leases or the lien of any or all mortgages or deeds of trust to this Lease. In
the event that any ground or master lease terminates for any reason or any mortgage or deed of
trust is foreclosed or a conveyance in lieu of foreclosure is made for any reason, at the election
of Landlord’s successor in interest, Tenant shall attorn to and become the tenant of such
successor. Tenant hereby waives its rights under any current or future law which gives or purports
to give Tenant any right to terminate or otherwise adversely affect this Lease and the obligations
of Tenant hereunder in the event of any such foreclosure proceeding or sale. Tenant covenants and
agrees to execute and deliver to Landlord within ten (10) days after receipt of written demand by
Landlord and in the form reasonably required by Landlord, any additional documents evidencing the
priority or subordination of this Lease with respect to any such ground or master lease or the lien
of any such mortgage or deed of trust or Tenant’s agreement to attorn. Should Tenant fail to sign
and return any such documents within said ten day period, Tenant shall be in default hereunder
without the benefit of any additional notice or cure periods specified in Section 23.1 above.
Landlord represents and warrants to Tenant that as of the date of execution of this Lease, the
Project is encumbered by a deed of trust in favor of Wells Fargo Bank, National Association
(“Existing Lender”), and there are no other deeds of trust or ground leases encumbering the
Project. Concurrently with the execution of this Lease, Landlord and Tenant shall execute and
deliver to the other party and Landlord shall cause the Existing Lender to execute and deliver to
the parties, a subordination, non-disturbance and attornment agreement in the form of
Exhibit “H” attached hereto (the “Existing Lender SNDA”).



26. Estoppel Certificate.



26.1. Tenant’s Obligations. Within ten (10) business days following Landlord’s written request,
Tenant shall execute and deliver to Landlord an estoppel certificate, in a form substantially
similar to the form of Exhibit “F” attached hereto, certifying: (a) the Commencement Date
of this Lease; (b) that this Lease is unmodified and in full force and effect (or, if modified,
that this Lease is in full force and effect as modified, and stating the date and nature of such
modifications); (c) the date to which the rent and other sums payable under this Lease have been
paid; (d) that there are not, to the best of Tenant’s knowledge, any defaults under this Lease by
either Landlord or Tenant, except as specified in such certificate; and (e) such other matters as
are reasonably requested by Landlord. Any such estoppel certificate delivered pursuant to this
Section 26.1 may be relied upon by any mortgagee, beneficiary, purchaser or prospective purchaser
of any portion of the Site, as well as their assignees. Within ten (10) business days following
Tenant’s written request, Landlord shall deliver to Tenant a similar estoppel certificate in a
substantially similar form to be relied upon by any financing party or prospective acquirer of
Tenant’s interest in all or any portion of this Lease.




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[Orexigen Therapeutics, Inc.]




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26.2. Tenant’s Failure to Deliver. Tenant’s failure to deliver such estoppel certificate within
such time shall, if such failure continues for an additional five (5) business days after
Landlord’s written notice to Tenant of such failure, constitute a default hereunder without the
applicability of the notice and cure periods specified in Section 23.1 above and shall be
conclusive upon Tenant that: (a) this Lease is in full force and effect without modification,
except as may be represented by Landlord; (b) there are no uncured defaults (beyond the expiration
of all applicable notice and cure periods) in Landlord’s or Tenant’s performance (other than
Tenant’s failure to deliver the estoppel certificate); and (c) not more than one (1) month’s rental
has been paid in advance. Tenant shall indemnify, defend (with counsel reasonably approved by
Landlord in writing) and hold Landlord harmless from and against any and all claims, judgments,
suits, causes of action, damages, losses, liabilities and expenses (including attorneys’ fees and
court costs) attributable to any failure by Tenant to timely deliver any such estoppel certificate
to Landlord pursuant to Section 26.1 above.



27. Intentionally Omitted.



28. Modification and Cure Rights of Landlord’s Mortgagees and Lessors.



28.1. Modifications. If, in connection with Landlord’s obtaining or entering into any financing or
ground lease for any portion of the Building or Site, the lender or ground lessor shall request
modifications to this Lease, Tenant shall, within ten (10) days after request therefor, execute an
amendment to this Lease including such modifications, provided such modifications do not increase
the obligations of Tenant hereunder, or adversely affect the leasehold estate created hereby or
Tenant’s rights hereunder.



28.2. Cure Rights. In the event of any default on the part of Landlord, Tenant will give notice by
registered or certified mail to any beneficiary of a deed of trust or mortgagee covering the
Premises or ground lessor of Landlord whose address shall have been furnished to Tenant, and shall
offer such beneficiary, mortgagee or ground lessor a reasonable opportunity to cure the default
(including with respect to any such beneficiary or mortgagee, time to obtain possession of the
Premises, subject to this Lease and Tenant’s rights hereunder, by power of sale or a judicial
foreclosure, if such should prove necessary to effect a cure).



29. Quiet Enjoyment. Landlord covenants and agrees with Tenant that, upon Tenant
performing all of the covenants and provisions on Tenant’s part to be observed and performed under
this Lease (including payment of rent hereunder), Tenant shall have the right to use and occupy the
Premises in accordance with and subject to the terms and conditions of this Lease as against all
persons claiming by, through or under Landlord.



30. Transfer of Landlord’s Interest. The term “Landlord” as used in this Lease, so far as
covenants or obligations on the part of the Landlord are concerned, shall be limited to mean and
include only the owner or owners, at the time in question, of the fee title to, or a lessee’s
interest in a ground lease of, the Site. In the event of any transfer or conveyance of any such
title or interest (other than a transfer for security purposes only), the transferor shall be
automatically relieved of all covenants and obligations on the part of Landlord contained in this
Lease accruing after the date of such transfer or conveyance, provided that the transferee has
assumed all of the obligations of the Landlord in writing. Upon the written request of Tenant, a
copy of such writing shall be provided to Tenant. Landlord and Landlord’s transferees and
assignees shall have the absolute right to transfer all or any portion of their respective title
and interest in the Site, the Building, the Premises and/or this Lease without the consent of
Tenant, and such transfer or subsequent transfer shall not be deemed a violation on Landlord’s part
of any of the terms and conditions of this Lease. In the event of such transfer, the Letter of
Credit shall transfer as well.



31. Limitation on Landlord’s Liability. Notwithstanding anything contained in this Lease
to the contrary, the obligations of Landlord under this Lease (including any actual or alleged
breach or default by Landlord) do not constitute personal obligations of the individual partners,
directors, officers, members or shareholders of Landlord or Landlord’s partners, and Tenant shall
not seek recourse against the individual partners, directors, officers, members or shareholders of
Landlord or against Landlord’s partners or any other persons or entities having any interest in
Landlord, or any of their personal assets for satisfaction of any liability with respect to this
Lease. In addition, in consideration of the benefits accruing hereunder to Tenant and
notwithstanding anything contained in this Lease to the contrary, Tenant hereby covenants and
agrees for itself and all of its successors and assigns that the liability of Landlord for its
obligations under this Lease (including any liability as a result of any actual or alleged failure,
breach or default hereunder by Landlord), shall be limited solely to, and Tenant’s and its
successors’ and assigns’ sole and exclusive remedy shall be against, Landlord’s interest in the
Building, and no other assets of Landlord.



32. Miscellaneous.



32.1. Governing Law. This Lease shall be governed by, and construed pursuant to, the laws of the
State of California.



32.2. Successors and Assigns. Subject to the provisions of Section 30 above, and except as
otherwise provided in this Lease, all of the covenants, conditions and provisions of this Lease
shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective
heirs, personal




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]





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representatives and permitted successors and assigns; provided, however, no rights shall inure
to the benefit of any Transferee of Tenant unless the Transfer to such Transferee is made in
compliance with the provisions of Section 14, and no options or other rights which are expressly
made personal to the original Tenant hereunder or in any rider attached hereto shall be assignable
to or exercisable by anyone other than the original Tenant under this Lease.



32.3. No Merger. The voluntary or other surrender of this Lease by Tenant or a mutual termination
thereof shall not work as a merger and shall, at the option of Landlord, either (a) terminate all
or any existing subleases, or (b) operate as an assignment to Landlord of Tenant’s interest under
any or all such subleases.



32.4. Professional Fees. If either Landlord or Tenant should bring suit against the other with
respect to this Lease, including for unlawful detainer or any other relief against the other
hereunder, then all costs and expenses incurred by the prevailing party therein (including, without
limitation, its actual appraisers’, accountants’, attorneys’ and other professional fees and court
costs), shall be paid by the other party.



32.5. Waiver. The waiver by either party of any breach by the other party of any term, covenant or
condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same
or any other term, covenant and condition herein contained, nor shall any custom or practice which
may become established between the parties in the administration of the terms hereof be deemed a
waiver of, or in any way affect, the right of any party to insist upon the performance by the other
in strict accordance with said terms. No waiver of any default of either party hereunder shall be
implied from any acceptance by Landlord or delivery by Tenant (as the case may be) of any rent or
other payments due hereunder or any omission by the non-defaulting party to take any action on
account of such default if such default persists or is repeated, and no express waiver shall affect
defaults other than as specified in said waiver. The subsequent acceptance of rent hereunder by
Landlord shall not be deemed to be a waiver of any preceding breach by Tenant of any term, covenant
or condition of this Lease other than the failure of Tenant to pay the particular rent so accepted,
regardless of Landlord’s knowledge of such preceding breach at the time of acceptance of such rent.



32.6. Terms and Headings. The words “Landlord” and “Tenant” as used herein shall include the
plural as well as the singular. Words used in any gender include other genders. The Section
headings of this Lease are not a part of this Lease and shall have no effect upon the construction
or interpretation of any part hereof. Any deletion of language from this Lease prior to its
execution by Landlord and Tenant shall not be construed to raise any presumption, canon of
construction or implication, including, without limitation, any implication that the parties
intended thereby to state the converse of the deleted language.



32.7. Time. Time is of the essence with respect to performance of every provision of this Lease in
which time or performance is a factor. All references in this Lease to “days” shall mean calendar
days unless specifically modified herein to be “business” days.



32.8. Prior Agreements; Amendments. This Lease (and the Exhibits attached hereto) contain all of
the covenants, provisions, agreements, conditions and understandings between Landlord and Tenant
concerning the Premises and any other matter covered or mentioned in this Lease, and no prior
agreement or understanding, oral or written, express or implied, pertaining to the Premises or any
such other matter shall be effective for any purpose. No provision of this Lease may be amended or
added to except by an agreement in writing signed by the parties hereto or their respective
successors in interest. The parties acknowledge that all prior agreements, representations and
negotiations are deemed superseded by the execution of this Lease to the extent they are not
expressly incorporated herein.



32.9. Separability. The invalidity or unenforceability of any provision of this Lease (except for
Tenant’s obligation to pay Monthly Basic Rent and Excess Expenses under Sections 3 and 4 hereof)
shall in no way affect, impair or invalidate any other provision hereof, and such other provisions
shall remain valid and in full force and effect to the fullest extent permitted by law.



32.10. Recording. Except as otherwise provided in this Lease, neither this Lease, nor any
memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by
anyone acting through, under or on behalf of Tenant, and the recording thereof in violation of this
provision shall make this Lease null and void at Landlord’s election.



32.11. Exhibits. All Exhibits attached to this Lease are hereby incorporated in this Lease as
though set forth at length herein.



32.12. Accord and Satisfaction. No payment by Tenant or receipt by Landlord of a lesser amount
than the rent payment herein stipulated shall be deemed to be other than on account of the rent,
nor shall any endorsement or statement on any check or any letter accompanying any check or payment
as rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such rent or pursue any other remedy
provided in this Lease. Tenant agrees that each of the foregoing covenants and agreements shall be
applicable to any covenant or agreement either expressly contained in this Lease or imposed by any
statute or at common law.



32.13. Financial Statements. In the event Tenant ceases to be a publicly held corporation, Tenant
shall, upon ten (10) days prior written request from Landlord (which Landlord may make at any time
during the Term but no more often that two (2) times in any calendar year), deliver to Landlord
(a) a




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[Orexigen Therapeutics, Inc.]




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current financial statement of Tenant and any guarantor of this Lease, and (b) financial
statements of Tenant and such guarantor for the two (2) years prior to the current financial
statement year. Such statements shall be prepared in accordance with GAAP and certified as
complete and accurate in all material respects by Tenant (if Tenant is an individual) or by an
authorized officer of Tenant (if Tenant is a corporation or limited liability company) or a general
partner of Tenant (if Tenant is a partnership).



32.14. No Partnership. Landlord does not, in any way or for any purpose, become a partner of
Tenant in the conduct of its business, or otherwise, or joint venturer or a member of a joint
enterprise with Tenant by reason of this Lease.



32.15. Force Majeure. In the event that either party hereto shall be delayed or hindered in or
prevented from the performance of any act required hereunder by reason of strikes, lock-outs, labor
troubles, inability to procure materials, failure of power, governmental moratorium or other
governmental action or inaction (including failure, refusal or delay in issuing permits, approvals
and/or authorizations), injunction or court order, riots, insurrection, war, fire, earthquake,
flood or other natural disaster or other reason of a like nature not the fault of the party
delaying in performing work or doing acts required under the terms of this Lease (but excluding
delays due to financial inability) (herein collectively, “Force Majeure Delays”), then performance
of such act shall be excused for the period of the delay and the period for the performance of any
such act shall be extended for a period equivalent to the period of such delay. The provisions of
this Section 32.15 shall not apply to nor operate to excuse Tenant from the payment of Monthly
Basic Rent, Operating Expenses, additional rent or any other payments strictly in accordance with
the terms of this Lease.



32.16. Counterparts. This Lease may be executed in one or more counterparts, each of which shall
constitute an original and all of which shall be one and the same agreement.



32.17. Intentionally Omitted.



32.18. Independent Covenants. This Lease shall be construed as though the covenants herein between
Landlord and Tenant are independent and not dependent and Tenant hereby expressly waives the
benefit of any statute to the contrary and agrees that if Landlord fails to perform its obligations
set forth herein, Tenant shall not be entitled to make any repairs or perform any acts hereunder at
Landlord’s expense or to any setoff of the Rent or other amounts owing hereunder against Landlord;
provided, however, that the foregoing shall in no way impair the right of Tenant to commence a
separate action against Landlord for any violation by Landlord of the provisions hereof so long as
notice is first given to Landlord and any holder of a mortgage or deed of trust covering the
Building, Project or any portion thereof, of whose address Tenant has theretofore been notified,
and an opportunity is granted to Landlord and such holder to correct such violations as provided
above.



32.19. Tenant’s Authority. If Tenant executes this Lease as a limited liability company,
partnership or corporation, then Tenant and the persons and/or entities executing this Lease on
behalf of Tenant represent and warrant that: (a) Tenant is a duly organized and validly existing
limited liability company, partnership, or corporation, as the case may be, and is qualified to do
business in the state in which the Premises are located; (b) such persons and/or entities executing
this Lease are duly authorized to execute and deliver this Lease on Tenant’s behalf in accordance
with the Tenant’s operating agreement (if Tenant is a limited liability company), Tenant’s
partnership agreement (if Tenant is a partnership), or a duly adopted resolution of Tenant’s board
of directors and the Tenant’s by-laws (if Tenant is a corporation); and (c) this Lease is binding
upon Tenant in accordance with its terms. Concurrently with Tenant’s execution and delivery of
this Lease to Landlord and/or at any time during the Lease Term within ten (10) days of Landlord’s
request, Tenant shall provide to Landlord a copy of any documents reasonably requested by Landlord
evidencing Tenant’s representations and warranties hereunder. If Landlord executes this Lease as a
limited liability company, partnership or corporation, then Landlord and the persons and/or
entities executing this Lease on behalf of Landlord represent and warrant that: (a) Landlord is a
duly organized and validly existing limited liability company, partnership or corporation, as the
case may be, and is qualified to do business in the state in which the Premises are located; (b)
such persons and/or entities executing this Lease are duly authorized to execute and deliver this
Lease on Landlord’s behalf in accordance with the Landlord’s operating agreement (if Landlord is a
limited liability company), Landlord’s partnership agreement (if Landlord is a partnership), or a
duly adopted resolution of Landlords board of directors and Landlord’s by-laws (if Landlord is a
corporation); and (c) this Lease is binding upon Landlord in accordance with its terms.



32.20. Joint and Several Liability. If more than one person or entity executes this Lease as
Tenant: (a) each of them is and shall be jointly and severally liable for the covenants,
conditions, provisions and agreements of this Lease to be kept, observed and performed by Tenant;
and (b) the act or signature of, or notice from or to, any one or more of them with respect to this
Lease shall be binding upon each and all of the persons and entities executing this Lease as Tenant
with the same force and effect as if each and all of them had so acted or signed, or given or
received such notice.



32.21. No Option. The submission of this Lease for examination or execution by Tenant does not
constitute a reservation of or option for the Premises and this Lease shall not become effective as
a Lease until it has been executed by Landlord and delivered to Tenant.



32.22. Building Name and Signage. Landlord shall have the right at any time to designate and/or
change the name and/or address of the Project, the Building and/or any other building in the
Project, and




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[Orexigen Therapeutics, Inc.]




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to install, affix and maintain any and all signs on the exterior and on the interior
of the Project, the Building and/or any other building in the Project, as Landlord may, in
Landlord’s sole discretion, desire; provided, however, that in the event such change is not
required by law, Landlord shall reimburse the actual, documented and reasonable costs incurred by
Tenant to replace its then current stock of stationery (not to exceed Two Thousand Dollars
($2,000.00)). Tenant shall not use the name of the Project, the Building or any other building in
the Project, or use pictures or illustrations of the Project, the Building or any other building in
the Project, in advertising or other publicity, without the prior written consent of Landlord.



32.23. Landlord’s Title; Air Rights. Landlord’s title is and always shall be paramount to the
title of Tenant. Nothing herein contained shall empower Tenant to do any act which can, shall or
may encumber the title of Landlord. No rights to any view or to light or air over any property,
whether belonging to Landlord or any other person, are granted to Tenant by this Lease.



32.24. Time of Essence. Time is of the essence of this Lease and each of its provisions.



33. Waiver of Jury Trial. TO THE EXTENT ALLOWED UNDER APPLICABLE LAW, EACH PARTY HEREBY
WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION SEEKING SPECIFIC PERFORMANCE OF ANY PROVISION OF
THIS LEASE, FOR DAMAGES FOR ANY BREACH UNDER THIS LEASE, OR OTHERWISE FOR ENFORCEMENT OF ANY RIGHT
OR REMEDY HEREUNDER.



34. Landlord Renovations. Tenant acknowledges that Landlord may from time to time, at
Landlord’s sole option, renovate, improve, alter, or modify (collectively, the “Renovations”) the
Building, Premises, and/or Project, including without limitation the Common Areas, systems and
equipment, roof, and structural portions of the same. Tenant hereby agrees that such Renovations
(specifically including, without limitation, any Renovations at 3344 North Torrey Pines Court) and
Landlord’s actions in connection with such Renovations (including any construction noise) shall in
no way constitute a constructive eviction of Tenant nor entitle Tenant to any abatement of Monthly
Basic Rent (except as otherwise provided in Section 16.6 above). Subject to Section 16.6 above,
Landlord shall have no responsibility or for any reason be liable to Tenant for any direct or
indirect injury to or interference with Tenant’s business arising from the Renovations, nor shall
Tenant be entitled to any compensation or damages from Landlord for loss of the use of the whole or
any part of the Premises or of Tenant’s personal property or improvements resulting from the
Renovations or Landlord’s actions in connection with such Renovations, or for any inconvenience or
annoyance occasioned by such Renovations or Landlord’s actions in connection with such Renovations;
provided, however, Landlord agrees to use commercially reasonable efforts to minimize interference
with Tenant’s use of and access to the Premises and parking areas as a result of such Renovations.



35. Communication Equipment. Subject to all applicable governmental laws, rules and
regulations, Tenant and Tenant’s contractors (which shall first be reasonably approved by Landlord,
such approval not to be unreasonably delayed, conditioned or withheld) shall have the right and
access to install, repair, replace, remove, operate and maintain one (1) “satellite dish” or other
similar device, such as an antenna (collectively, “Communication Equipment”) no greater than one
(1) meter in diameter, together with all cable, wiring, conduits and related equipment, for the
purpose of receiving and sending radio, television, computer, telephone or other communication
signals, together with the right to connect such equipment to the Premises, all at a location on
the Building roof designated by Landlord. Landlord, at Tenant’s sole cost and expense, shall have
the right to require Tenant to relocate the Communication Equipment at any time to another location
on the Building roof. Tenant shall retain Landlord’s designated roofing contractor to make any
necessary penetrations and associated repairs to any roof (if applicable) in order to preserve
Landlord’s roof warranty. The route provided by Landlord to any such roof shall be the least
expensive functional route available given the characteristics of the location of such
Communication Equipment as reasonably determined by Landlord. Tenant’s installation and operation
of the Communication Equipment shall be governed by the following terms and conditions:



35.1. Tenant’s right to install, replace, repair, remove, operate and maintain the Communication
Equipment shall be subject to all applicable governmental laws, rules and regulations and Landlord
makes no representation that such laws, rules and regulations permit such installation and
operation.



35.2. All plans and specifications for the Communication Equipment shall be subject to Landlord’s
reasonable approval, such approval not to be unreasonably delayed, conditioned or withheld.



35.3. All costs of installation, operation and maintenance of the Communication Equipment and any
necessary related equipment (including, without limitation, costs of obtaining any necessary
permits and connections to the Building’s electrical system) shall be borne by Tenant.



35.4. It is expressly understood that Landlord retains the right to use the roofs and any other
portions of the Project on which such Communication Equipment is located for any purpose whatsoever
which does not unreasonably interfere with the Tenant’s use thereof.



35.5. Tenant shall use the Communication Equipment so as not to cause any interference to other
tenants or with any other tenant’s Communication Equipment, and not to damage the Building or
interfere with the normal operation of the Building.



35.6. Landlord makes no representation that the Communication Equipment will be able to receive or
transmit communication signals without interference or disturbance (whether or not by reason of the




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[Orexigen Therapeutics, Inc.]




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installation
or use of similar equipment by others on the roof of the Building) and Tenant agrees
that Landlord shall not be liable to Tenant therefor.



35.7. Tenant shall (i) be solely responsible for any damage caused as a result of the Communication
Equipment, (ii) promptly pay any tax, license or permit fees charged pursuant to any laws or
regulations in connection with the installation, maintenance or use of the Communication Equipment
and comply with all precautions and safeguards recommended by all governmental authorities, and
(iii) pay for all necessary repairs, replacements to or maintenance of the Communication Equipment.



35.8. The Communication Equipment shall remain the sole property of Tenant. Tenant shall remove
the Communication Equipment and related equipment at Tenant’s sole cost and expense upon the
expiration or sooner termination of the Term or upon the imposition of any governmental law or
regulation which may require removal, and shall repair the Building upon such removal to the extent
required by such work of removal. If Tenant fails to remove the Communication Equipment and repair
the Building within fifteen (15) days after the expiration or earlier termination of the Lease,
Landlord may do so at Tenant’s expense. The provisions of this Section 35.8 shall survive the
expiration or earlier termination of this Lease.



35.9. The Communication Equipment shall be deemed to constitute a portion of the Premises for
purposes of Sections 17, 20 and 22 of this Lease.



35.10. Tenant shall not be required to pay any fee to Landlord for the use of the roof of the
Building for the Communication Equipment.



35.11. Tenant’s right to install the Communication Equipment is personal to the Original Tenant and
any Affiliate Assignee and may not be utilized by any other person or entity.



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




	 	 	 	 	 	 	 	 	 
	TENANT:	 	LANDLORD:
	 
	 	 	 	 	 	 	 	 
	OREXIGEN THERAPEUTICS, INC.,	 	MULLROCK 3 TORREY PINES, LLC, a Delaware limited
	a Delaware corporation	 	liability company
	 
	 	 	 	 	 	 	 	 
	*By:

	 	/s/ Graham Cooper 	 	By:
	 	Mullrock 3 Torrey Pines Manager, LLC,
	 	 	 	 	 	 	 
	 

	 	Print Name:
	 	Graham Cooper 	 	 	 	a Delaware limited liability company
	 

	 	 	 	 	 	 	 	 
	 

	 	Print Title:
	 	Chief Financial Officer 	 	 	 	Its Non-Member Manager
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	*By:

	 	/s/ Anthony McKinney 	 	By:
	 	Muller-Rock 3, LLC,
	 	 	 	 	 	 	 
	 

	 	Print Name:
	 	Anthony A. McKinney 	 	 	 	a Delaware limited liability company
	 

	 	 	 	 	 	 	 	 
	 

	 	Print Title:
	 	Chief Operating Officer 	 	 	 	Its Sole Member
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	 	 	  By:	 	Muller-Rock 3, LLC,	 	 
	 	 	 	 	a California limited liability company
	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	/s/ Stephen J. Muller 	 	 
	 

	 	 	 	Name:
	 	 	 	 

Stephen J. Muller
	 	 
	 

	 	 	 	Title:
	 	 	 	Managing Member	 	 





*NOTE:



If Tenant is a California corporation, then one of the following alternative requirements must be
satisfied:





	(A)	 	This Lease must be signed by two (2) officers of such corporation: one being the chairman of
the board, the president or a vice president, and the other being the secretary, an
assistant secretary, the chief financial officer or an assistant treasurer. If one (1)
individual is signing in two (2) of the foregoing capacities, that individual must sign twice;
once as one officer and again as the other officer.
	 
	(B)	 	If there is only one (1) individual signing in two (2) capacities, or if the two (2)
signatories do not satisfy the requirements of (A) above, then Tenant shall deliver to
Landlord a certified copy of a corporate resolution in a form reasonably acceptable to
Landlord authorizing the signatory(ies) to execute this Lease.




If Tenant is a corporation incorporated in a state other than California, then Tenant shall deliver
to Landlord a certified copy of a corporate resolution in a form reasonably acceptable to Landlord
authorizing the signatory(ies) to execute this Lease.




TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




-34-









 





EXHIBIT “A”




SITE PLAN









	 	 	 	 	 
	 

	 	EXHIBIT “A”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 





EXHIBIT “B”




PREMISES









	 	 	 	 	 
	 

	 	EXHIBIT “B”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 










	 	 	 	 	 
	 

	 	EXHIBIT “B”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-2-









 





EXHIBIT “C”




WORK LETTER AGREEMENT




     This Work Letter Agreement (“Work Letter Agreement”) sets forth the terms and conditions
relating to the construction of improvements for the Premises. All references in this Work Letter
Agreement to “the Lease” shall mean the relevant portions of the Lease to which this Work Letter
Agreement is attached as Exhibit “C”.



SECTION 1




BASE, SHELL AND CORE




     Landlord has constructed, through its contractor, the base, shell and core of the Premises and
the Building (collectively, the “Base, Shell and Core”), and Tenant, subject to Section 11.1, shall
accept the Base, Shell and Core in its current “As-Is” condition existing as of the date of the
Lease and the Commencement Date. Landlord shall install in the Premises certain “Tenant
Improvements” (as defined below) pursuant to the provisions of this Work Letter Agreement. Except
for the Tenant Improvement work described in this Work Letter Agreement and except for the
Allowances set forth below, Landlord shall not be obligated to make or pay for any alterations or
improvements to the Premises, the Building or the Project; provided, however, that Landlord agrees
to, at Landlord’s sole cost and expense and exclusive of Tenant Improvement Allowance (i) install
Building-standard electric, gas and water meters serving the Premises, and (ii) finish the balcony
and restrooms in the Premises at Landlord’s expense (using Building-standard materials). In
addition, Landlord also agrees to relocate the existing janitor’s closet located on the second
(2nd) floor of Premises to another location in the Building outside of the Premises;
provided, however, that Tenant agrees to pay to Landlord, within thirty (30) days after Landlord’s
written request (together with invoices), one-half (1/2) of the total design, construction and
permitting costs incurred by Landlord to relocate such janitor’s closet; provided further, however,
that Tenant’s contribution shall not exceed Seven Thousand Five Hundred Dollars ($7,500.00)).



SECTION 2




TENANT IMPROVEMENTS




     2.1 Tenant Improvement Allowance. Tenant shall be entitled to a one-time tenant
improvement allowance (the “Tenant Improvement Allowance”) in the amount of up to, but not
exceeding Fifty-Five Dollars ($55.00) per usable square foot of the Premises but excluding, for
this purpose, the usable square footage comprising the balconies and restrooms (1,925 usable square
feet in the aggregate) (i.e. up to Nine Hundred Eighty-Four Thousand One Hundred Fifteen Dollars
($984,115.00)), based on 17,893 usable square feet), as well as an Additional Allowance (the
“Additional Allowance” in an amount equal to Eighty Thousand Dollars ($80,000.00) for the costs
relating to the design and construction of Tenant’s improvements which are permanently affixed to
the Premises (the “Tenant Improvements”). In the event the costs of the Tenant Improvements exceed
the Tenant Improvement Allowance and the Additional Allowance, Tenant shall pay fifty percent (50%)
of such amount to Landlord in cash, prior to construction of the Tenant
Improvements and Tenant shall have the option, exercisable upon written notice to Landlord
prior to the date Tenant is obligated to pay any such excess costs to Landlord as provided below,
to receive a one-time additional tenant improvement allowance to pay for such excess costs (the
“Optional Allowance”) in the amount not to exceed Ten Dollars ($10.00) per usable square foot of
the Premises to pay for the remaining fifty percent (50%) of such costs but excluding, for this
purpose the usable square footage comprising the balconies and restrooms (1,925 usable square feet
in the aggregate) (i.e., up to One Hundred Seventy-Eight Thousand Nine Hundred Thirty Dollars
($178,930.00) based on 17,893 usable square feet). In the event Tenant exercises such option and
as consideration for Landlord providing such Optional Allowance to Tenant, the Monthly Basic Rent
payable by Tenant throughout the entire sixty-four (64) month Lease Term (“Amortization Period”)
shall be increased by an amount sufficient to fully amortize such Optional Allowance throughout
said sixty-four (64) month period based upon equal monthly payments of principal and interest, with
interest imputed on the outstanding principal balance at the rate of nine percent (9%) per annum
(the “Amortization Rent”). In the event the Lease shall terminate for any reason, including
without limitation as a result of a default by Tenant under the terms of the Lease or this Work
Letter Agreement, Tenant acknowledges and agrees that the unamortized balance of the Optional
Allowance which has not been paid by Tenant to Landlord as of the termination date pursuant to the
foregoing provisions of this Section 2.1 shall become immediately due and payable as unpaid rent
which has been earned as of such termination date, specifically including a termination pursuant to
Sections 18 and 19 of the Lease. In addition, in no event shall the Amortization Rent be abated
for any reason whatsoever, including without limitation, pursuant to Sections 18 and 19 of the
Lease. The Tenant Improvement Allowance, the Additional Allowance and the portion of the Optional
Allowance so elected to be received by Tenant are sometimes collectively referred to herein as the
“Allowances”. In no event shall Landlord be obligated to make disbursements pursuant to this Work
Letter Agreement in a total amount which exceeds the Allowances. Tenant shall not be entitled to
receive any cash payment or credit against rent or otherwise for any portion of the Allowances
which is not used to pay for the Tenant Improvement Allowance Items (as such term is defined
below).



	 	 	 	 	 
	 

	 	EXHIBIT “C”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 





          2.2 Disbursement of the Allowances. Except as otherwise set forth in this Work Letter
Agreement, the Allowances shall be disbursed by Landlord (each of which disbursement shall be made
pursuant to Landlord’s standard disbursement process), only for the following items and costs
(collectively, the “Tenant Improvement Allowance Items”):




          2.2.1 Payment of the fees of the “Architect” and the “Engineers,” as those terms are defined
in Section 3.1 of this Work Letter Agreement and payment of the fees incurred by, and the cost of
documents and materials supplied by, Landlord and Landlord’s consultants in connection with the
preparation and review of the “Construction Drawings,” as that term is defined in Section 3.1 of
this Work Letter Agreement;




          2.2.2 The payment of plan check, permit and license fees relating to construction of the
Tenant Improvements;




          2.2.3 The cost of construction of the Tenant Improvements, including, without limitation,
contractors’ fees and general conditions, testing and inspection costs, costs of utilities, trash
removal, parking and hoists, and the costs of after-hours freight elevator usage;




          2.2.4 The cost of any changes in the Base, Shell and Core when such changes are required by
the Construction Drawings (including if such changes are due to the fact that such work is prepared
on an unoccupied basis), such cost to include all direct architectural and/or engineering fees and
expenses incurred in connection therewith;




          2.2.5 The cost of any changes to the Construction Drawings or Tenant Improvements required by
any applicable laws;




          2.2.6 Sales and use taxes and Title 24 fees;




          2.2.7 “Landlord’s Supervision Fee,” as that term is defined in Section 4.3.2 of this Work
Letter Agreement; and




          2.2.8 All other costs to be expended by Landlord in connection with the construction of the
Tenant Improvements.




     2.3 Specifications for Building Standard Components. Landlord has established
specifications (the “Specifications”) for the Building standard components to be used in the
construction of the Tenant Improvements in the Premises, which Specifications have been received by
Tenant. Unless otherwise agreed to by Landlord, the Tenant Improvements shall comply with the
Specifications. Landlord may make changes to the Specifications from time to time.
Notwithstanding the foregoing, Tenant shall have the right, at its sole cost and expense (or as a
deduction from the Allowances), to replace the bright green tile accent band in the restrooms in
the Premises with another color selected by Tenant and reasonably approved by Landlord (with such
approval not to be unreasonably withheld or delayed).



SECTION 3




CONSTRUCTION DRAWINGS




     3.1 Selection of Architect/Construction Drawings. Tenant shall retain Augustine
Design Group to prepare the Space Plan (the “Architect”) (with the commercially reasonable costs of
the same to be an Allowance Item). Landlord shall retain engineering consultants selected by
Landlord (the “Engineers”) to prepare all plans and engineering working drawings relating to the
structural, mechanical, electrical, plumbing, HVAC, lifesafety, and sprinkler work in the Premises.
The plans and drawings to be prepared by Architect and the Engineers hereunder shall be known
collectively as the “Construction Drawings.” All Construction Drawings shall comply with the
drawing format and specifications determined by Landlord, and shall be subject to Landlord’s
approval. Tenant and Architect shall verify, in the field, the dimensions and conditions as shown
on the relevant portions of the base building plans, and Tenant and Architect shall be solely
responsible for the same, and Landlord shall have no responsibility in connection therewith.
Landlord’s review of the Construction Drawings as set forth in this Section 3, shall be for its
sole purpose and shall not imply Landlord’s review of the same, or obligate Landlord to review the
same, for quality, design, compliance with applicable laws or other applicable laws or other like
matters. Accordingly, notwithstanding that any Construction Drawings are reviewed by Landlord or
its space planner, architect, engineers and consultants, and notwithstanding any advice or
assistance which may be rendered to Tenant by Landlord or Landlord’s space planner, architect,
engineers, and consultants, Landlord shall have no liability whatsoever in connection therewith and
shall not be responsible for any omissions or errors contained in the Construction Drawings.



     3.2 Final Space Plan. Landlord and Tenant have agreed on the final space plan for
Tenant Improvements in the Premises (the “Final Space Plan”), which Final Space Plan is attached as
Exhibit “J” to the Lease.



     3.3 Final Working Drawings. Based on the Final Space Plan, Tenant shall cause the
Architect and Landlord shall cause the Engineers to complete the architectural and engineering
drawings for the Premises, and Architect shall compile a fully coordinated set of architectural,
structural,



	 	 	 	 	 
	 

	 	EXHIBIT “C”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-2-









 




mechanical, electrical and plumbing working drawings in a form which is complete to
allow subcontractors to bid on the work and to obtain all applicable permits (collectively, the
“Final Working Drawings”) and shall submit the same concurrently (i) to Landlord for Landlord’s
approval and (ii) on or before the date set forth therefor in Schedule 1, to the applicable local
governmental agency for all applicable building permits necessary to allow “Contractor,” as that
term is defined in Section 4.1 of this Work Letter Agreement, to commence and fully complete the
construction of the Tenant Improvements (collectively, the “Permits”). Landlord shall approve or
reasonably disapprove the Final Working Drawings or any revisions thereto within five (5) business
days after Tenant delivers the Final Working Drawings or such revisions to Landlord (and any delay
by Landlord in so responding shall not be a Tenant Delay). For purposes of this Section 3.3,
Landlord shall only be able to “reasonably disapprove” if in the Landlord’s reasonable
determination the Final Working Drawings (a) are inconsistent with the Final Space Plan or (b) if
implemented, would impact the structural integrity of the Building. In the event Landlord requires
any changes to the Final Working Drawings, then Tenant shall make such changes and resubmit the
same to Landlord for Landlord’s approval within five (5) business days of Tenant’s receipt of
Landlord’s changes. This procedure shall be repeated until the Final Working Drawings are approved
by Landlord.




     3.4 Approved Working Drawings. The Final Working Drawings approved by Landlord
pursuant to Section 3.3 above shall be referred to herein as the “Approved Working Drawings”. In
connection with the submittal for the Permits, Tenant shall coordinate with Landlord in order to
allow Landlord, at Landlord’s option, to take part in all phases of the permitting process, and
shall supply Landlord, as soon as possible, with all plan check numbers and dates of submittal.
Notwithstanding the foregoing, Tenant hereby agrees that neither Landlord nor Landlord’s
consultants shall be responsible for obtaining any building permit or certificate of occupancy for
the Premises and that the obtaining of the same shall be Tenant’s responsibility; provided,
however, that Landlord shall, in any event, cooperate with Tenant in executing permit applications
and performing other ministerial acts reasonably necessary to enable Tenant to obtain any such
permit or certificate of occupancy. No changes, modifications or alterations in the Approved
Working Drawings may be made without the prior written consent of Landlord, provided that Landlord
may withhold its consent, in its sole discretion, to any change in the Approved Working Drawings,
if such change would directly or indirectly delay the Substantial Completion of the Premises.



     3.5 Time Deadlines. Tenant shall cooperate with Architect, the Engineers, and
Landlord to complete all phases of the Construction Drawings and the permitting process and to
receive the Permits, and with Contractor, for approval of the “Cost Proposal,” as that term is
defined in Section 4.2 below, in accordance with the dates set forth in Schedule 1. Tenant shall
meet with Landlord on a weekly (or such other basis as Landlord shall reasonably determine) to
discuss Tenant’s progress in connection with the same. Certain of applicable dates for approval of
items, plans and drawings as described in this Section 3, Section 4, below, and in this Work Letter
Agreement are set forth and further elaborated upon in Schedule 1 (the “Time Deadlines”), attached
hereto. Tenant agrees to comply with the Time Deadlines.



     3.6 Change Orders. In the event that Tenant desires to make any changes to the
Approved Working Drawings, any such changes shall be subject to Landlord’s approval, which approval
shall not be unreasonably withheld. Landlord shall, within five (5) business days after Landlord
receives Tenant’s request for any such change, either approve such change or disapprove such
change, in which case Landlord shall notify Tenant of Landlord’s reason for such disapproval. If
Landlord fails to disapprove such change within said five (5) business day period, such change
shall be deemed to be disapproved by Landlord. Concurrently with Tenant’s delivery of the change
request to Landlord, Tenant shall also deliver such change request to Contractor. The Contractor
shall be requested to provide an estimate of the change in cost associated with such change and an
estimate of the impact, if any, on the construction schedule resulting from such change. Such
information shall be provided to Tenant and Tenant shall be provided with an opportunity to either
proceed with such change based upon such information or to rescind its request for such change;
however, whether or not Tenant requests a rescission of such change, to the extent there is delay
in the Substantial Completion of the Improvements in the Premises as a result of such process, such
delay shall be deemed to constitute a Tenant Delay.



SECTION 4




CONSTRUCTION OF THE TENANT IMPROVEMENTS




     4.1 Contractor. A contractor (“Contractor”), under the supervision of and selected by
Landlord, shall construct the Tenant Improvements. Landlord and Tenant acknowledge and agree that
that Landlord has selected Bycor as the Contractor. The Tenant Improvements shall be constructed
by the Contractor in compliance with all applicable laws and in a good and workmanlike manner.



     4.2 Cost Proposal. After the Approved Working Drawings are signed by Landlord and
Tenant, Landlord shall provide Tenant with a cost proposal in accordance with the Approved Working
Drawings, which cost proposal shall include, as nearly as possible, the cost of all Tenant
Improvement Allowance Items (including permits and architect fees and any other fees such as
construction management) to be incurred by Tenant in connection with the construction of the Tenant
Improvements (the “Cost Proposal”). Tenant shall approve and deliver the Cost Proposal to Landlord
within five (5) business days of the receipt of the same. The date by which Tenant must approve
and deliver the Cost Proposal shall be known hereafter as the “Cost Proposal Delivery Date”.



	 	 	 	 	 
	 

	 	EXHIBIT “C”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-3-









 





     4.3 Construction of Tenant Improvements by Landlord’s Contractor under the Supervision of
Landlord.



          4.3.1 Over-Allowance Amount. On the Cost Proposal Delivery Date, Tenant shall deliver
to Landlord cash in an amount (the “Over-Allowance Amount”) equal to fifty percent (50%) of the
difference between (i) the amount of the Cost Proposal and (ii) the amount of the Tenant
Improvement Allowance (less any portion thereof already disbursed by Landlord, or in the process of
being disbursed by Landlord, on or before the Cost Proposal Delivery Date), provided, however, that
Tenant shall have the option to utilize the Additional Allowance for the remaining fifty percent
(50%) balance (and if no Additional Allowance is available, the Tenant shall pay one hundred
percent (100%) of such Over-Allowance Amount to Landlord as provided above) The Over-Allowance
Amount shall be disbursed by Landlord prior to the disbursement of any then remaining portion of
the Allowances, and such disbursement shall be pursuant to the same procedure as the Allowances.
In the event that, after the Cost Proposal Date, any revisions, changes, or substitutions shall be
made to the Construction Drawings or the Tenant Improvements, any additional costs which arise in
connection with such revisions, changes or substitutions shall be added to the Cost Proposal and
shall be paid by Tenant to Landlord immediately upon Landlord’s request to the extent such
additional costs increase any existing Over-Allowance Amount or result in an Over-Allowance Amount.
Following completion of the Tenant Improvements, Landlord shall deliver to Tenant a final cost
statement which shall indicate the final costs of the Tenant Improvement Allowance Items, and if
such cost statement indicates that Tenant has underpaid or overpaid the Over-Allowance Amount, then
within ten (10) business days after receipt of such statement, Tenant shall deliver to Landlord the
amount of such underpayment or Landlord shall return to Tenant the amount of such overpayment, as
the case may be.




          4.3.2 Landlord Supervision. After Landlord selects the Contractor, Landlord shall
independently retain Contractor to construct the Tenant Improvements in accordance with the
Approved Working Drawings and the Cost Proposal and Landlord shall supervise the construction by
Contractor, and Tenant shall pay a construction supervision and management fee (the “Landlord’s
Supervision Fee”) to Landlord in an amount equal to the product of (i) three percent (3%) and (ii)
an amount equal to the total “hard” costs incurred by Landlord for the Tenant Improvements.




          4.3.3 Contractor’s Warranties and Guaranties. Landlord hereby assigns to Tenant all
warranties and guaranties by Contractor relating to the Tenant Improvements, which assignment shall
be on a non-exclusive basis such that the warranties and guarantees may be enforced by Landlord
and/or Tenant, and Tenant hereby waives all claims against Landlord relating to, or arising out of
the construction of, the Tenant Improvements.




SECTION 5




SUBSTANTIAL COMPLETION




     5.1 Substantial Completion. For purposes of the Lease, including for purposes of
determining the Commencement Date (as set forth in Section 1.7 of the Summary to the Lease),
“Substantial Completion” of the Premises shall occur upon the completion of construction of the
Tenant Improvements in the Premises pursuant to the Approved Working Drawings, with the exception
of any punchlist items and any tenant fixtures, work-stations, built-in furniture, or equipment to
be installed by Tenant or under the supervision of Contractor.



     5.2 Tenant Delays. If there shall be a delay or there are delays in the Substantial
Completion of the Premises (as a direct, indirect, partial, or total result of any of the following
(collectively, “Tenant Delays”):



          5.2.1 Tenant’s failure to timely approve any matter requiring Tenant’s approval, including the
Cost Proposal and/or Tenant’s failure to timely perform any other obligation or act required of
Tenant hereunder;




          5.2.2 a breach by Tenant of the terms of this Work Letter Agreement or the Lease;




          5.2.3 Tenant’s request for changes in the Construction Drawings only to the extent such
changes cause a delay in the timelines;




          5.2.4 Tenant’s requirement for materials, components, finishes or improvements which are not
available in a reasonable time (based upon the anticipated date of the Commencement Date set forth
in Section 1.7 of the Summary) or which are different from, or not included in, the Specifications.
In the event that items are not available, Landlord shall provide notice to Tenant of such
unavailability and give Tenant the ability to select alternative items;




          5.2.5 changes to the Base, Shell and Core required by the Approved Working Drawings only to
the extent required by a specific use by Tenant that is not covered by the Lease;




          5.2.6 any changes in the Construction Drawings and/or the Tenant Improvements required by
applicable laws if such changes are directly attributable to Tenant’s use of the Premises or
Tenant’s specialized tenant improvement(s) (as determined by Landlord); or




	 	 	 	 	 
	 

	 	EXHIBIT “C”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-4-









 





          5.2.7 any other acts or omissions of Tenant, or its agents, or employees;



then, notwithstanding anything to the contrary set forth in the Lease and regardless of the actual
date of the Substantial Completion of the Premises, the Commencement Date (as set forth in
Section 1.7 of the Summary) shall be deemed to be the date the Commencement Date would have
occurred if no Tenant Delays, as set forth above, had occurred.




     Notwithstanding anything above to the contrary, no Tenant Delay shall apply to any delays by
the City of San Diego or other governmental agency, in issuing permits beyond the period of time
required to issue building permits for the Tenant Improvements where the delays were not directly
related to an action or inaction of Tenant.



SECTION 6




MISCELLANEOUS




     6.1 Tenant’s Entry Into the Premises Prior to Substantial Completion. Subject to the
terms hereof and provided that Tenant and its agents do not interfere with, or delay, Contractor’s
work in the Building and the Premises, at Landlord’s reasonable discretion, Contractor shall allow
Tenant access to the Premises thirty (30) days prior to the Substantial Completion of the Premises
for the purpose of Tenant installing overstandard equipment or fixtures (including Tenant’s data
and telephone equipment) in the Premises. Prior to Tenant’s entry into the Premises as permitted
by the terms of this Section 6.1, Tenant shall submit a schedule to Landlord and Contractor, for
their approval, which schedule shall detail the timing and purpose of Tenant’s entry. In
connection with any such entry, Tenant acknowledges and agrees that Tenant’s employees, agents,
contractors, consultants, workmen, mechanics, suppliers and invitees shall fully cooperate, work in
harmony and not, in any manner, interfere with Landlord or Landlord’s Contractor, agents or
representatives in performing work in the Building and the Premises, or interfere with the general
operation of the Building and/or the Project. If at any time any such person representing Tenant
shall not be cooperative or shall otherwise cause or threaten to cause any such disharmony or
interference, including, without limitation, labor disharmony, and Tenant fails to immediately
institute and maintain corrective actions as directed by Landlord, then Landlord may revoke
Tenant’s entry rights upon twenty-four (24) hours’ prior written notice to Tenant. Tenant
acknowledges and agrees that any such entry into and occupancy of the Premises or any portion
thereof by Tenant or any person or entity working for or on behalf of Tenant shall be deemed to be
subject to all of the terms, covenants, conditions and provisions of the Lease, excluding only the
covenant to pay Basic Rent (until the occurrence of the Commencement Date). Tenant further
acknowledges and agrees that Landlord shall not be liable for any injury, loss or damage which may
occur to any of Tenant’s work made in or
about the Premises in connection with such entry or to any property placed therein prior to
the Commencement Date, the same being at Tenant’s sole risk and liability. Tenant shall be liable
to Landlord for any damage to any portion of the Premises, including the Tenant Improvement work,
caused by Tenant or any of Tenant’s employees, agents, contractors, consultants, workmen,
mechanics, suppliers and invitees. In the event that the performance of Tenant’s work in
connection with such entry causes extra costs to be incurred by Landlord or requires the use of any
Building services, Tenant shall promptly reimburse Landlord for such extra costs and/or shall pay
Landlord for such Building services at Landlord’s standard rates then in effect. In addition,
Tenant shall hold Landlord harmless from and indemnify, protect and defend Landlord against any
loss or damage to the Building or Premises and against injury to any persons caused by Tenant’s
actions pursuant to this Section 6.1.



     6.2 Tenant’s Representative. Tenant has designated Bernice Cartwright as its sole
representative with respect to the matters set forth in this Work Letter Agreement, who shall have
full authority and responsibility to act on behalf of the Tenant as required in this Work Letter
Agreement.



     6.3 Landlord’s Representative. Landlord has designated Christina DuCoté as its sole
representative with respect to the matters set forth in this Work Letter Agreement, who, until
further notice to Tenant, shall have full authority and responsibility to act on behalf of the
Landlord as required in this Work Letter Agreement.



     6.4 Time of the Essence in This Work Letter Agreement. Unless otherwise indicated,
all references herein to a “number of days” shall mean and refer to calendar days. In all
instances where Tenant is required to approve or deliver an item, if no written notice of approval
is given or the item is not delivered within the stated time period, at Landlord’s sole option, at
the end of said period the item shall automatically be deemed approved or delivered by Tenant and
the next succeeding time period shall commence.



     6.5 Tenant’s Lease Default. Notwithstanding any provision to the contrary contained
in the Lease, if an event of default (beyond the expiration of all applicable notice and cure
periods) by Tenant as described in Section 23 of the Lease or any default by Tenant under this Work
Letter Agreement has occurred at any time on or before the Substantial Completion of the Premises,
then (i) in addition to all other rights and remedies granted to Landlord pursuant to the Lease, at
law and/or in equity, Landlord shall have the right to withhold payment of all or any portion of
the Allowances and/or Landlord may cause Contractor to cease the construction of the Premises (in
which case, Tenant shall be responsible for any delay in the Substantial Completion of the Premises
caused by such work stoppage as set forth in Section 5.2 of this Work Letter Agreement), and
(ii) all other obligations of Landlord under the terms of this Work Letter Agreement shall be
forgiven until such time as such default is cured pursuant to the



	 	 	 	 	 
	 

	 	EXHIBIT “C”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-5-









 




terms of the Lease (in which
case, Tenant shall be responsible for any delay in the Substantial Completion of the Premises
caused by such inaction by Landlord). In addition, if the Lease is terminated prior to the
Commencement Date, for any reason due to a default (beyond the expiration of all applicable notice
and cure periods) by Tenant as described in Section 23 of the Lease or under this Work Letter
Agreement, in addition to any other remedies available to Landlord under the Lease, at law and/or
in equity, Tenant shall pay to Landlord, as additional rent under the Lease, within five (5) days
of receipt of a statement therefor, any and all costs incurred by Landlord (including any portion
of the Allowances disbursed by Landlord) and not reimbursed or otherwise paid by Tenant through the
date of such termination in connection with the Tenant Improvements to the extent planned,
installed and/or constructed as of such date of termination, including, but not limited to, any
costs related to the removal of all or any portion of the Tenant Improvements and restoration costs
related thereto.




	 	 	 	 	 
	 

	 	EXHIBIT “C”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]







-6-









 








SCHEDULE 1 




TIME DEADLINES




	 	 	 	 	 
	 	 	Dates 	 	Actions to be Performed
	 
	 	 	 	 
	1.

	 	One (1) business day
following the date of full
execution and delivery of
the Lease.
	 	Tenant or Architect to submit Final Working
Drawings to the City of San Diego for all
applicable Permits.
	 
	 	 	 	 
	2.

	 	January 22, 2008
(subject, however, to the
last paragraph of Section
5.2 above).
	 	Tenant to obtain all applicable Permits.
	 
	 	 	 	 
	2.

	 	Five (5) business days
after the receipt of the
Cost Proposal by Tenant.
	 	Tenant to approve Cost Proposal and deliver
Cost Proposal to Landlord.






	 	 	 	 	 
	 

	 	SCHEDULE 1
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 





EXHIBIT “D”




SAMPLE FORM OF NOTICE OF LEASE TERM DATES




	 	 	 	 	 	 	 
	To:

	 	 	 	 	 	Date:                     
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 




Re:      Project Lease dated                     ,
200___ between MULLROCK 3 TORREY PINES, LLC, a Delaware
limited liability company (“Landlord”), and         
               
                
  (“Tenant”),
concerning Suite             
         (“Premises”) located at       
                
        
             
                            .




Gentlemen:



In accordance with the above-referenced Lease, we wish to advise and/or confirm as follows:



1. That the Premises have been accepted by Tenant as being substantially complete in accordance
with the Lease, and that there is no deficiency in construction.



2. That Tenant has accepted and is in possession of the Premises, and acknowledges that under the
provisions of the Lease, the Term of the Lease is for                      (___) years, with
                     (___) options to renew for
                     (___) years each, and commenced upon the
Commencement Date of                     , 200___ and is currently scheduled to expire on
                                        
, subject to earlier termination as provided in the Lease.



3. That in accordance with the Lease, rental payment has commenced (or shall commence) on
                    .



4. If the Commencement Date of the Lease is other than the first day of the month, the first
billing will contain a pro rata adjustment. Each billing thereafter, with the exception of the
final billing, shall be for the full amount of the monthly installment as provided for in the
Lease.



5. Rent is due and payable in advance on the first day of each and every month during the Term of
the Lease. Your rent checks should be made payable to
                                        
 at
                                        
                    .



6. The exact number of rentable square feet within the Premises is
                     square feet.



7. Tenant’s Monthly Operating Expense Charge is currently
$               
                                       &n
bsp;     .




AGREED AND ACCEPTED




	 	 	 	 	 	 	 	 	 
	TENANT:	 	LANDLORD:
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	MULLROCK 3 TORREY PINES, LLC, a Delaware
	 	 	 	 	 
	 	 	 	 	 	 	limited liability company
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:
	 	Mullrock 3 Torrey Pines Manager, LLC,
	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	a Delaware limited liability company
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	Its Non-Member Manager
	 
	 	 	 	 	 	 	 	 
	By:

	 	 	 	 	 	By:
	 	Mullrock 3, LLC,
	 	 	 	 	 	 	 
	 

	 	Name:
	 	 	 	 	 	a Delaware limited liability company
	 

	 	 	 	 	 	 	 	 
	 

	 	Title:
	 	 	 	 	 	Its Sole Member






	 	 	 	 	 	 	 	 	 	 	 
	 	 	 By:	 	Muller-Rock 3, LLC,	 	 
	 	 	 	 	a California limited liability company
	 	 	 	 	Its Managing Member
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	By:	 	 	 	 	 	 
	 

	 	 	 	Name:
	 	 	 	 

Stephen J. Muller
	 	 
	 

	 	 	 	Title:
	 	 	 	Managing Member	 	 






SAMPLE ONLY [NOT FOR EXECUTION]




	 	 	 	 	 
	 

	 	EXHIBIT “D”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 





EXHIBIT “E”




RULES AND REGULATIONS



1. No sign, advertisement, name or notice shall be installed or displayed on any part of the
outside or 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 approved by Landlord, using
materials and in a style and format approved by Landlord.



2. Tenant shall not place anything or allow anything to be placed near the glass of any window,
door, partition or wall which may appear unsightly from outside the Premises. No awnings or other
projection shall be attached to the outside walls of the Building without the prior written consent
of Landlord. No curtains, blinds, shades or screens shall be attached to or hung in, or used in
connection with, any window or door of the Premises, other than Building standard materials,
without the prior written consent of Landlord.



3. Tenant shall not obstruct any sidewalks, halls, passages, exits, entrances, elevators,
escalators or stairways of the Building. The halls, passages, exits, entrances, elevators,
escalators and stairways are not for the general public, and Landlord shall in all cases retain the
right to control and prevent access thereto of all persons whose presence in the judgment of
Landlord would be prejudicial to the safety, character, reputation and interests of the Building
and its tenants; provided, that nothing herein contained shall be construed to prevent such access
to persons with whom any tenant normally deals in the ordinary course of its business, unless such
persons are engaged in illegal activities. Tenant and no employee, invitee, agent, licensee or
contractor of Tenant shall go upon or be entitled to use any portion of the roof of the Building.



4. The directory of the Building will be provided exclusively for the display of the name and
location of tenants only, and Landlord reserves the right to exclude any other names therefrom.



5. All cleaning and janitorial services for the Building and the Premises shall be provided
exclusively through Landlord or Landlord’s janitorial contractors in accordance with the provisions
of Section 18.1(d) of the Lease. 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 the same.
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 Tenant for loss of
property on the Premises, however occurring, or for any damage to Tenant’s property by the janitors
or any other employee or any other person.



6. Landlord will furnish Tenant, free of charge, with two keys to each door lock in the Premises.
Landlord may impose a reasonable charge for any additional keys. Tenant may not make or have made
additional keys, and Tenant shall not alter any lock or install a new additional lock or bolt on
any door or window of its Premises. Tenant, upon termination of its tenancy, shall deliver to
Landlord the keys of all doors which have been furnished to, or otherwise procured by Tenant, and,
in the event of loss of any keys, shall pay Landlord the cost of replacing the same or of changing
the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change.



7. Electric wires, telephones, telegraphs, burglar alarms or other similar apparatus shall not be
installed in the Premises except with the approval and under the direction of Landlord. The
location of telephones, call boxes and any other equipment affixed to the Premises shall be subject
to the approval of Landlord. Any installation of telephones, telegraphs, electric wires or other
electric apparatus made without permission shall be removed by Tenant at Tenant’s own expense. No
machines other than standard office machines, such as typewriters and calculators, photo copiers,
personal computers and word processors, and vending machines permitted by the Lease, shall be used
in the Premises without the approval of Landlord.



8. No furniture, freight, or equipment of any kind shall be brought into the Building without prior
notice to Landlord and all moving of the same into or out of the Building shall be done at such
time and in such manner as Landlord shall reasonably designate. No furniture, equipment or
merchandise shall be received in the Building or carried up or down in the elevator, except between
such hours as shall be designated by Landlord. Deliveries during normal office hours shall be
limited to normal office supplies and other small items. No deliveries shall be made which impede
or interfere with other tenants or the operation of the Building.



9. Tenant shall not place a load upon any floor of the Premises which exceeds the load per square
foot which such floor was designed to carry and which is allowed by law. Landlord shall have the
right to prescribe the weight, size and position of all equipment, materials, furniture or other
property brought into the Building. Heavy objects, if such objects are considered necessary by
Tenant, as determined by Landlord, shall stand on such platforms as determined by Landlord to be
necessary to properly distribute the weight. Business machines and mechanical equipment which
cause noise or vibration that may be




	 	 	 	 	 
	 

	 	EXHIBIT “E”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 




transmitted to the structure of the Building or to any space therein to such a degree as to be
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. Landlord will not be responsible for loss of, or damage to, any such equipment
or other property from any cause, and all damage done to the Building by maintaining or moving such
equipment or other property shall be repaired at the expense of Tenant.



10. Tenant shall not use or keep in the Premises 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 Project by reason of noise,
odors or vibrations, nor shall Tenant bring into or keep in or about the Premises any birds or
animals.



11. Except for the Package Unit, Tenant shall not use any method of heating or air-conditioning
other than that supplied by Landlord.



12. Tenant shall not waste electricity, water or air-conditioning and agrees to 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, and shall not adjust controls other than room thermostats installed for Tenant’s
use. Tenant shall keep corridor doors closed and shall close window coverings at the end of each
business day. Notwithstanding the foregoing, Tenant shall be able to leave suite doors open during
business hours.



13. Landlord reserves the right to exclude from the Building between the hours of 6:00 p.m. and
8:00 a.m., or such other hours as may be established from time to time by Landlord, and on legal
holidays, any person unless that person is known to the person or employee in charge of the
Building and has a pass or is properly identified. Landlord shall not be liable for damages for
any error with regard to the admission to or exclusion from the Building of any person. Tenant
shall be responsible for all persons for whom it requests passes and shall be liable to Landlord
for all acts of such persons. Landlord reserves the right to prevent access to the Building in
case of invasion, mob, riot, public excitement or other commotion by closing the doors or by other
appropriate action.



14. Tenant shall close and lock all doors of its Premises and entirely shut off all water faucets
or other water apparatus, and, except with regard to Tenant’s computers and other equipment which
reasonably require electricity on a 24-hour basis, all electricity, gas or air outlets before
Tenant and its employees leave the Premises. Tenant shall be responsible for any damage or
injuries sustained by other tenants or occupants of the Building or by Landlord for noncompliance
with this rule.



15. The toilet rooms, toilets, urinals, wash bowls and other apparatus shall not be used for any
purpose other than that for which they were constructed, and no foreign substances of any kind
whatsoever shall be thrown therein.



16. Tenant shall not sell, or permit the sale at retail, of newspapers, magazines, periodicals,
theater tickets, or any other goods or merchandise to the general public in or on the Premises.
Tenant shall not make any room-to-room solicitation of business from other tenants in the Project.
Tenant shall not use the Premises for any business or activity other than that specifically
provided for in the Lease.



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. Except as expressly permitted in the Lease, Tenant shall not mark, drive nails, screw or drill
into the partitions, window mullions, woodwork or plaster, or in any way deface the Premises or any
part thereof, except to install normal wall hangings. Tenant shall repair any damage resulting
from noncompliance under this rule.



19. Tenant shall not install, maintain or operate upon the Premises any vending machines without
the prior written consent of Landlord, which shall not be unreasonably withheld.



20. Canvassing, soliciting and distribution of handbills or any other written material, and
peddling in and around the Project or the Building are expressly prohibited, and each tenant shall
cooperate to prevent same.



21. Landlord reserves the right to exclude or expel from the Project and/or 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 Project or Building.



22. 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. All garbage and refuse disposal shall be made in accordance
with directions reasonably issued from time to time by Landlord.




	 	 	 	 	 
	 

	 	EXHIBIT “E”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-2-









 




23. The Premises shall not be used for the storage of merchandise held for sale to the general
public, or for lodging or for manufacturing of any kind. No cooking shall be done or permitted by
Tenant on the Premises, except that use by Tenant of Underwriters’ Laboratory-approved equipment
for brewing coffee, tea, hot chocolate and similar beverages shall be permitted and the use of a
microwave shall be permitted, provided that such equipment and use is in accordance with all
applicable federal, state, county and city laws, codes, ordinances, rules and regulations.



24. Tenant shall not use in any space, or in the public halls of the Building, any hand trucks
except those equipped with rubber tires and side guards, or such other material-handling equipment
as Landlord may approve. Tenant shall not bring any other vehicles of any kind into the Building.



25. Tenant shall not use the name of the Project or Building in connection with, or in promoting or
advertising, the business of Tenant, except for Tenant’s address.



26. Tenant agrees that it shall comply with all fire and security regulations that may be issued
from time to time by Landlord, and Tenant also shall provide Landlord with the name of a designated
responsible employee to represent Tenant in all matters pertaining to such fire or security
regulations. Tenant shall cooperate fully with Landlord in all matters concerning fire and other
emergency procedures.



27. Tenant assumes any and all responsibility for protecting its Premises from theft, robbery and
pilferage. Such responsibility shall include keeping doors locked and other means of entry to the
Premises closed.



28. Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or
any other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and
Regulations in favor of Tenant or any other such tenant, nor prevent Landlord from thereafter
enforcing any such Rules and Regulations against any and all of the tenants in the Building.



29. 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 Project or Building.



30. Landlord reserves the right to make such other and reasonable Rules and Regulations as, in its
judgment, may from time to time be needed for safety, security, care and cleanliness of the Project
and/or Building and for the preservation of good order therein. Tenant agrees to abide by all such
Rules and Regulations hereinabove stated and any additional rules and regulations which are
adopted.



31. Tenant shall be responsible for the observance of all of the foregoing rules by Tenant’s
employees, agents, clients, customers, invitees or guests.



32. Tenant shall not lay linoleum, tile, carpet or other similar floor covering so that the same
shall be affixed to the floor of the Premises in any manner except by a paste, or other material
which may easily be removed with water, the use of cement or other similar adhesive materials being
expressly prohibited. The method of affixing any such linoleum, tile, carpet or other similar
floor covering shall be subject to the approval of Landlord. The expense of repairing any damage
resulting from a violation of this rule shall be borne by Tenant.




PARKING RULES AND REGULATIONS



In addition to the parking provisions contained in the Lease to which this Exhibit “E” is
attached, the following rules and regulations shall apply with respect to the use of the Building’s
parking facilities.



1. Every parker is required to park and lock his/her own vehicle. All responsibility for damage to
or loss of vehicles is assumed by the parker and Landlord shall not be responsible for any such
damage or loss by water, fire, defective brakes, the act or omissions of others, theft, or for any
other cause.



2. Tenant shall not park or permit its employees to park in any parking areas designated by
Landlord as areas for parking by visitors to the Project. Except for periodic overnight parking
approved in advance by Landlord (which approval shall not be unreasonably withheld and shall be
subject to Tenant’s compliance with Landlord’s overnight parking procedures), Tenant shall not
leave vehicles in the parking areas overnight nor park any vehicles in the parking areas other than
automobiles, motorcycles, motor driven or non-motor driven bicycles or four wheeled trucks.



3. Parking stickers or any other device or form of identification supplied by Landlord as a
condition of use of the parking facilities shall remain the property of Landlord. Such parking
identification device must be displayed as requested and may not be mutilated in any manner. The
serial number of the parking identification device may not be obliterated. Devices are not
transferable and any device in the possession of an unauthorized holder will be void.



4. Except for periodic overnight parking approved in advance by Landlord (which approval shall not
be unreasonably withheld and shall be subject to Tenant’s compliance with Landlord’s overnight
parking procedures), no overnight or extended term storage of vehicles shall be permitted.



5. Vehicles must be parked entirely within painted stall lines of a single parking stall.




	 	 	 	 	 
	 

	 	EXHIBIT “E”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-3-









 




6. All directional signs and arrows must be observed.



7. The speed limit within all parking areas shall be five (5) miles per hour.



8. Parking is prohibited: (a) in areas not striped for parking; (b) in aisles; (c) where “no
parking” signs are posted; (d) on ramps; (e) in cross-hatched areas; and (f) in reserved spaces and
in such other areas as may be designated by Landlord or Landlord’s parking operator.



9. Loss or theft of parking identification devices must be reported to the Management Office
immediately, and a lost or stolen report must be filed by the Tenant or user of such parking
identification device at the time. Landlord has the right to exclude any vehicle from the parking
facilities that does not have an identification device.



10. Any parking identification devices reported lost or stolen found on any unauthorized car will
be confiscated and the illegal holder will be subject to prosecution.



11. Washing, waxing, cleaning or servicing of any vehicle in any area not specifically reserved for
such purpose is prohibited.



12. The parking operators, managers or attendants are not authorized to make or allow any
exceptions to these rules and regulations.



13. Tenant’s continued right to park in the parking facilities is conditioned upon Tenant abiding
by these rules and regulations and those contained in this Lease. Further, if the Lease terminates
for any reason whatsoever, Tenant’s right to park in the parking facilities shall terminate
concurrently therewith.



14. Tenant agrees to sign a parking agreement with Landlord or Landlord’s parking operator within
five (5) business days of request, which agreement shall provide the manner of payment of monthly
parking fees and otherwise be consistent with the Lease and these rules and regulations.



15. Landlord reserves the right to refuse the sale or use of monthly stickers or other parking
identification devices to any tenant or person who willfully refuses to comply with these rules and
regulations and all city, state or federal ordinances, laws or agreements.



16. Landlord reserves the right to modify and/or adopt such other reasonable and non-discriminatory
rules and regulations for the parking facilities as it deems necessary for the operation of the
parking facilities. Landlord may refuse to permit any person who violates these rules to park in
the parking facilities, and any violation of the rules shall subject the vehicle to removal, at
such vehicle owner’s expense.




	 	 	 	 	 
	 

	 	EXHIBIT “E”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-4-









 





EXHIBIT “F”




SAMPLE FORM OF TENANT ESTOPPEL CERTIFICATE



The undersigned (“Tenant”) hereby certifies to
                                        
                  
                   
   , a
                                       
                             
                                       
                       (“Landlord”), and
                                        
                                        , as
 follows:



1. Attached hereto is a true, correct and complete copy of that certain Office Lease dated
                                        
, ___between Landlord and Tenant (the “Lease”), which demises Premises which are
located at
                                        
                                  
      . The Lease is now in full force and effect and has
not been amended, modified or supplemented, except as set forth in Section 6 below.


2. The term of the Lease commenced on
                                        
, ___.



3. The term of the Lease is currently scheduled to expire on
                                        
, ___.



4. Tenant has no option to renew or extend the Term of the Lease except:
                                        
       
             .



5. Tenant has no preferential right to purchase the Premises or any portion of the Building or Site
upon which the Premises are located, and Tenant has no rights or options to expand into other space
in the Building
except:                               
             
                           
           .



6. The Lease has: (Initial One)




	 	 	 	 	 
	 

	 	(     )
	 	not been amended, modified, supplemented, extended, renewed or assigned.
	 
	 	 	 	 
	 

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





7. Tenant has accepted and is now in possession of the Premises and has not sublet, assigned or
encumbered the Lease, the Premises or any portion thereof except as follows:             
              
            
              
                                  
                                  .



8. The current Monthly Basic Rent is $                    ; and current monthly
parking charges are
$                    .




               Tenant’s Percentage is
                    %, and Tenant’s Percentage of Operating Expenses currently
payable by Tenant is $                     per month, which amount is Landlord’s current estimate of
Tenant’s Percentage of Operating Expenses in excess of the Operating Expenses incurred in calendar
year                     .


9. The amount of the Letter of Credit is $                    . No other security
has been provided.



10. All rental payments payable by Tenant have been paid in full as of the date hereof. No rent
under the Lease has been paid for more than thirty (30) days in advance of its due date.



11. All work required to be performed by Landlord under the Lease has been completed and has been
accepted by Tenant, and all tenant improvement allowances have been paid in full.



12. To the best of Tenant’s knowledge, as of the date hereof, there are no defaults on the part of
Landlord or Tenant under the Lease.



13. Tenant has no defense as to its obligations under the Lease and claims no set-off or
counterclaim against Landlord.



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



15. All insurance required of Tenant under the Lease has been provided by Tenant and all premiums
have been paid.



16. There has not been filed by or against Tenant a petition in bankruptcy, voluntary or otherwise,
any assignment of creditors, any petition seeking reorganization or arrangement under the
bankruptcy laws of the United States or any state thereof, or any other action brought pursuant to
such bankruptcy laws with respect to Tenant.



17. Tenant pays rent due Landlord under the Lease to Landlord and does not have any knowledge of
any other person who has any right to such rents by collateral assignment or otherwise.




	 	 	 	 	 
	 

	 	EXHIBIT “F”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 




The foregoing certification is made with the knowledge that is about to [fund a loan to Landlord
or purchase the Building from Landlord], and that is relying upon the representations herein made
in [funding such loan or purchasing the Building].




Dated:
                                        
, _____.




	 	 	 	 	 
	                    “TENANT”
	 	 	 	 
	 	 	,
	 

	 	a	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 
	 
	 	 	 	 
	 

	 	By:	 	 
	 

	 	 	 	 
	 

	 	Print Name:	 	 
	 

	 	 	 	 
	 

	 	Title:	 	 
	 

	 	 	 	 






	 	 	 	 	 
	 

	 	EXHIBIT “F”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-2-












 





EXHIBIT “G”




FORM OF LETTER OF CREDIT




THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.

IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO

SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR ISSUANCE BY CLIENT/APPLICANT: OREXIGEN THERAPEUTICS, INC.



 


IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    

(THE LC NUMBER AND THE DATE, THE ISSUANCE DATE, WILL BE INSERTED AT TIME OF ISSUANCE OF THE LC.)

DATED:                                   ,
20       



BENEFICIARY:

MULLROCK 3 TORREY PINES, LLC

C/O THE MULLER COMPANY

23521 PASEO DE VALENCIA, SUITE 200

LAGUNA HILLS, CA 92653




ATTN: STEPHEN J. MULLER




AS “LANDLORD”




APPLICANT:

OREXIGEN THERAPEUTICS, INC.

12481 HIGH BLUFF DRIVE, SUITE 160

SAN DIEGO, CA 92130




AS “TENANT”




	 	 	 
	AMOUNT:

	 	US$1,000,000.00 (ONE MILLION AND NO/100 U.S. DOLLARS)
	 
	 	 
	EXPIRATION DATE:

	 	                    
                    , 2008
	 
	 	 
	LOCATION:

	 	SANTA CLARA, CALIFORNIA






LADIES AND GENTLEMEN:



WE HEREBY ESTABLISH OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF___ IN YOUR FAVOR.
THIS LETTER OF CREDIT IS AVAILABLE BY SIGHT PAYMENT WITH OURSELVES ONLY AGAINST PRESENTATION AT
THIS OFFICE OF THE FOLLOWING DOCUMENTS:





	 	1.	 	THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT (S), IF ANY.
	 
	 	2.	 	YOUR SIGHT DRAFT DRAWN ON US IN THE FORM ATTACHED HERETO AS EXHIBIT “A”.
	 
	 	3.	 	A DATED CERTIFICATION PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OR
REPRESENTATIVE OF THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME AND DESIGNATED
TITLE, STATING EITHER OF THE FOLLOWING:






	 	(A.)	 	“SUCH AMOUNT IS DUE TO THE BENEFICIARY AS LANDLORD
UNDER THE TERMS AND CONDITIONS OF THAT CERTAIN LEASE AGREEMENT
DATED [INSERT DATE] FOR PREMISES LOCATED AT 10350 NORTH TORREY
PINES ROAD AND 3333, 3344, 3366 AND 3377 TORREY PINES COURT, CITY
OF SAN DIEGO, COUNTY OF SAN DIEGO, CALIFORNIA.”





 


PAGE 1




LC DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: OREXIGEN THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 

	 	 
	Client/applicant’s Signature(s)

	 	date






(note: an authorized signatory for the client must AFFIX HIS/her signature and date each page
of this DRAFT. it must then be attached to and form part of the lc application to signify their
and beneficiary’s agreement to this draft.) 




	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “G”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 





THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.

IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO

SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR ISSUANCE BY CLIENT/APPLICANT: OREXIGEN THERAPEUTICS, INC.



 

IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    

(THE LC NUMBER AND THE DATE, THE ISSUANCE DATE, WILL BE INSERTED AT TIME OF ISSUANCE OF THE LC.)

DATED:                                   ,
20       



OR





	 	(B.)	 	“THE BANK HAS NOTIFIED US THAT THIS LETTER OF CREDIT
WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION DATE OF THIS
LETTER OF CREDIT;”




OR





	 	(C.)	 	“TENANT HAS FILED A VOLUNTARY PETITION UNDER THE
FEDERAL BANKRUPTCY CODE;”




OR





	 	(D.)	 	“AN INVOLUNTARY PETITION HAS BEEN FILED AGAINST TENANT
UNDER THE FEDERAL BANKRUPTCY CODE.”




THE LEASE AGREEMENT MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES ONLY AND IT IS NOT INTENDED THAT
SAID LEASE AGREEMENT BE INCORPORATED HEREIN OR FORM PART OF THIS LETTER OF CREDIT.



PARTIAL DRAWINGS ARE ALLOWED. THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR
ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO THE BENEFICIARY UNLESS IT IS FULLY
UTILIZED.



THE AMOUNT OF THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY DECREASED WITHOUT AMENDMENT(S) TO THE
NEW AGGREGATE AMOUNT(S) ON THE EFFECTIVE DATES BELOW, PROVIDED THAT THE AVAILABLE AMOUNT EXCEEDS
THE AGGREGATE AMOUNT(S) LISTED BELOW AND ISSUING BANK HAS NOT RECEIVED WRITTEN NOTICE FROM AN
AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY BY OVERNIGHT COURIER AT LEAST TEN (10) BUSINESS DAYS
PRIOR TO ANY SCHEDULED REDUCTION DATE, ADVISING ISSUING BANK THAT APPLICANT IS IN DEFAULT AND ANY
SCHEDULED DECREASE IN THE AGGREGATE AVAILABLE AMOUNT SHOULD NOT BE EFFECTED:




	 	 	 
	EFFECTIVE DATE(S)	 	NEW AGGREGATE AMOUNT(S)
	April 1, 2009
	 	US$800,000.00
	April 1, 2010
	 	US$530,041.42
	April 1, 2011
	 	US$353,360.94
	April 1, 2012
	 	US$176,680.47





THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN ADDITIONAL PERIOD OF ONE YEAR, WITHOUT
AMENDMENT, FROM THE PRESENT OR EACH FUTURE EXPIRATION DATE UNLESS AT LEAST SIXTY (60) DAYS PRIOR TO
THE THEN CURRENT EXPIRATION DATE WE NOTIFY YOU BY REGISTERED MAIL/OVERNIGHT COURIER SERVICE AT THE
ABOVE ADDRESS THAT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND THE CURRENT EXPIRATION DATE.
BUT IN ANY EVENT THIS LETTER OF CREDIT WILL NOT BE EXTENDED BEYOND                     ,
20                    , WHICH
SHALL BE THE FINAL EXPIRATION DATE OF THIS LETTER OF CREDIT.



  

PAGE 2




LC DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: OREXIGEN THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 

	 	 
	Client/applicant’s Signature(s)

	 	date






(note: an authorized signatory for the client must AFFIX HIS/her signature and date each page
of this DRAFT. it must then be attached to and form part of the lc application to signify their
and beneficiary’s agreement to this draft.) 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “G”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-2-









 





THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.

IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO

SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR ISSUANCE BY CLIENT/APPLICANT: OREXIGEN THERAPEUTICS, INC.



 


IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    

(THE LC NUMBER AND THE DATE, THE ISSUANCE DATE, WILL BE INSERTED AT TIME OF ISSUANCE OF THE LC.)

DATED:                                   ,
20       



THE DATE THIS LETTER OF CREDIT EXPIRES IN ACCORDANCE WITH THE ABOVE PROVISION IS THE “FINAL
EXPIRATION DATE”. UPON THE OCCURRENCE OF THE FINAL EXPIRATION DATE THIS LETTER OF CREDIT SHALL
FULLY AND FINALLY EXPIRE AND NO PRESENTATIONS MADE UNDER THIS LETTER OF CREDIT AFTER SUCH DATE WILL
BE HONORED.



THIS LETTER OF CREDIT IS TRANSFERABLE ONE OR MORE TIMES, BUT IN EACH INSTANCE ONLY TO A SINGLE
BENEFICIARY AS TRANSFEREE AND ONLY UP TO THE THEN AVAILABLE AMOUNT IN FAVOR OF ANY NOMINATED
TRANSFEREE THAT IS THE SUCCESSOR IN INTEREST TO BENEFICIARY (“TRANSFEREE”), ASSUMING SUCH TRANSFER
TO SUCH TRANSFEREE WOULD BE IN COMPLIANCE WITH THEN APPLICABLE LAW AND REGULATION, INCLUDING BUT
NOT LIMITED TO THE REGULATIONS OF THE U. S. DEPARTMENT OF TREASURY AND U. S. DEPARTMENT OF
COMMERCE. AT THE TIME OF TRANSFER, THE ORIGINAL LETTER OF CREDIT AND ORIGINAL AMENDMENT(S), IF
ANY, MUST BE SURRENDERED TO US AT OUR ADDRESS INDICATED IN THIS LETTER OF CREDIT TOGETHER WITH OUR
LETTER OF TRANSFER DOCUMENTATION AS PER ATTACHED EXHIBIT “B” DULY EXECUTED AND ACCOMPANIED BY THE
ORIGINAL LETTER OF CREDIT AND ALL AMENDMENT(S), IF ANY. THE CORRECTNESS OF THE SIGNATURE AND TITLE
OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED BY BENEFICIARY’S BANK. BENEFICIARY MUST
PAY OUR TRANSFER FEE OF 1/4 OF 1% OF THE TRANSFER AMOUNT (MINIMUM US$250.00) UNDER THIS LETTER OF
CREDIT. ANY REQUEST FOR TRANSFER WILL BE EFFECTED BY US SUBJECT TO THE ABOVE CONDITIONS. ANY
TRANSFER OF THIS LETTER OF CREDIT MAY NOT CHANGE THE PLACE OR DATE OF EXPIRATION OF THE LETTER OF
CREDIT FROM OUR ABOVE SPECIFIED OFFICE. EACH TRANSFER SHALL BE EVIDENCED BY OUR ENDORSEMENT ON THE
REVERSE OF THE LETTER OF CREDIT AND WE SHALL FORWARD THE ORIGINAL OF THE LETTER OF CREDIT SO
ENDORSED TO THE TRANSFEREE.



DRAFT(S) AND DOCUMENTS MUST INDICATE THE NUMBER AND DATE OF THIS LETTER OF CREDIT.



DOCUMENTS MUST BE DELIVERED TO US DURING REGULAR BUSINESS HOURS ON A BUSINESS DAY OR FORWARDED TO
US BY OVERNIGHT DELIVERY SERVICE TO: SILICON VALLEY BANK, 3003 TASMAN DRIVE, 2ND FLOOR,
MAIL SORT HF210, SANTA CLARA, CALIFORNIA 95054, ATTENTION: GLOBAL FINANCIAL SERVICES – STANDBY
LETTER OF CREDIT DEPARTMENT (THE “BANK’S OFFICE”).



AS USED HEREIN, THE TERM “BUSINESS DAY” MEANS A DAY ON WHICH WE ARE OPEN AT OUR ABOVE ADDRESS IN
SANTA CLARA, CALIFORNIA TO CONDUCT OUR LETTER OF CREDIT BUSINESS. NOTWITHSTANDING ANY PROVISION TO
THE CONTRARY IN THE ISP98 (AS HEREINAFTER DEFINED), IF THE EXPIRATION DATE OR THE FINAL EXPIRATION
DATE IS



 

PAGE 3




LC DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: OREXIGEN THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 

	 	 
	Client/applicant’s Signature(s)

	 	date






(note: an authorized signatory for the client must AFFIX HIS/her signature and date each page
of this DRAFT. it must then be attached to and form part of the lc application to signify their
and beneficiary’s agreement to this draft.) 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “G”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-3-









 





THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.

IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO

SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR ISSUANCE BY CLIENT/APPLICANT: OREXIGEN THERAPEUTICS, INC.



  

IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    

(THE LC NUMBER AND THE DATE, THE ISSUANCE DATE, WILL BE INSERTED AT TIME OF ISSUANCE OF THE LC.)

DATED:                                   ,
20       



NOT A BUSINESS DAY THEN SUCH DATE SHALL BE AUTOMATICALLY EXTENDED TO THE NEXT SUCCEEDING DATE WHICH
IS A BUSINESS DAY.



WE HEREBY ENGAGE WITH YOU THAT DRAFT(S) DRAWN AND/OR DOCUMENTS PRESENTED UNDER AND IN ACCORDANCE
WITH THE TERMS AND CONDITIONS OF THIS LETTER OF CREDIT SHALL BE DULY HONORED UPON PRESENTATION TO
SILICON VALLEY BANK, IF PRESENTED ON OR BEFORE THE EXPIRATION DATE OF THIS CREDIT.



IF ANY INSTRUCTIONS ACCOMPANYING A DRAWING UNDER THIS LETTER OF CREDIT REQUEST THAT PAYMENT IS TO
BE MADE BY TRANSFER TO YOUR ACCOUNT WITH ANOTHER BANK, WE WILL ONLY EFFECT SUCH PAYMENT BY FED WIRE
TO A U.S. REGULATED BANK, AND WE AND/OR SUCH OTHER BANK MAY RELY ON AN ACCOUNT NUMBER SPECIFIED IN
SUCH INSTRUCTIONS EVEN IF THE NUMBER IDENTIFIES A PERSON OR ENTITY DIFFERENT FROM THE INTENDED
PAYEE.



EXCEPT AS FAR AS OTHERWISE EXPRESSLY STATED HEREIN, THIS STANDBY LETTER OF CREDIT IS SUBJECT TO THE
INTERNATIONAL STANDBY PRACTICES, INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 590, (“ISP98”)




	 	 	 	 	 
	SILICON VALLEY BANK,
	 	 	 	 
	 
	 	 	 	 
	(FOR BANK USE ONLY)

	 	 	 	(FOR BANK USE ONLY)
	AUTHORIZED SIGNATURE

	 	 	 	AUTHORIZED SIGNATURE





  

PAGE 4




LC DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: OREXIGEN THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 

	 	 
	Client/applicant’s Signature(s)

	 	date






(note: an authorized signatory for the client must AFFIX HIS/her signature and date each page
of this DRAFT. it must then be attached to and form part of the lc application to signify their
and beneficiary’s agreement to this draft.) 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “G”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-4-









 





THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.

IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO

SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR ISSUANCE BY 
CLIENT/APPLICANT: OREXIGEN THERAPEUTICS, INC.


  


IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    

(THE LC NUMBER AND THE DATE, THE ISSUANCE DATE, WILL BE INSERTED AT TIME OF ISSUANCE OF THE LC.)

DATED:                                   ,
20       




EXHIBIT “A”








	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	SIGHT DRAFT/BILL OF EXCHANGE	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 

	 	DATE:
	 	 	 	 	 	 	 	 	 	 REF. NO. 	 	 	 	 
	 

	 	 	 

	 	 
 
	 	 	AT SIGHT OF THIS BILL OF EXCHANGE	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	PAY TO THE ORDER OF	 	 US$ 	 
	 	 	U.S. DOLLARS	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	“DRAWN UNDER SILICON VALLEY BANK, SANTA CLARA, CALIFORNIA,
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER NO. SVBSF______ DATED
_________ __, 20___”
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	TO:	 	SILICON VALLEY BANK	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	 	 	 	 	3003 TASMAN DRIVE	 	 	 	 	 	MULLROCK 3 TORREY PINES, LLC

	 	 	 	 	SANTA CLARA, CA 95054	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	  
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	Authorized Signature









GUIDELINES TO PREPARE THE SIGHT DRAFT OR BILL OF EXCHANGE:





	1.	 	DATE     INSERT ISSUANCE DATE OF DRAFT OR BILL OF EXCHANGE.
	 
	2.	 	REF. NO.     INSERT YOUR REFERENCE NUMBER IF ANY.
	 
	3.	 	PAY TO THE ORDER OF:     INSERT NAME OF BENEFICIARY
	 
	4.	 	US$     INSERT AMOUNT OF DRAWING IN NUMERALS/FIGURES.
	 
	5.	 	U.S. DOLLARS     INSERT AMOUNT OF DRAWING IN WORDS.
	 
	6.	 	LETTER OF CREDIT NUMBER     INSERT THE LAST DIGITS OF OUR STANDBY L/C NUMBER THAT PERTAINS TO THE DRAWING.
	 
	7.	 	DATED     INSERT THE ISSUANCE DATE OF OUR STANDBY L/C.






			
	NOTE:	 	BENEFICIARY SHOULD ENDORSE THE BACK OF THE
SIGHT DRAFT OR BILL OF EXCHANGE AS YOU WOULD
A CHECK.




IF YOU NEED FURTHER ASSISTANCE IN COMPLETING THIS SIGHT DRAFT OR BILL OF EXCHANGE, PLEASE CALL OUR
L/C PAYMENT SECTION AND ASK FOR: EFRAIN TUVILLA AT (408) 654-6349 OR ALICE DALUZ AT (408)
654-7120.



 

PAGE 5




LC DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: OREXIGEN THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 

	 	 
	Client/applicant’s Signature(s)

	 	date






(note: an authorized signatory for the client must AFFIX HIS/her signature and date each page
of this DRAFT. it must then be attached to and form part of the lc application to signify their
and beneficiary’s agreement to this draft.) 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “G”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-5-









 





THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.

IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO

SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR ISSUANCE BY CLIENT/APPLICANT: OREXIGEN THERAPEUTICS, INC.



  

IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    

(THE LC NUMBER AND THE DATE, THE ISSUANCE DATE, WILL BE INSERTED AT TIME OF ISSUANCE OF THE LC.)

DATED:                                   ,
20       




EXHIBIT “B”




	 	 	 	 	 
	DATE:
	 	 	 	 
	 
	 	 	 	 
	TO:	 	SILICON VALLEY BANK
3003 TASMAN DRIVE
SANTA CLARA, CA 95054
	 
	 	 	 	 
	 

	 	ATTN:
	 	GLOBAL FINANCIAL SERVICES
STANDBY LETTERS OF CREDIT






     RE: SILICON VALLEY BANK IRREVOCABLE STANDBY LETTER OF CREDIT NO.
                    



GENTLEMEN:




FOR VALUE RECEIVED, THE UNDERSIGNED BENEFICIARY HEREBY IRREVOCABLY TRANSFERS TO:




	 	 	 	 	 
	 

	 	 

(NAME OF TRANSFEREE)
	 	 
	 
	 	 	 	 
	 

	 	 

(ADDRESS)
	 	 





ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY TO DRAW UNDER THE ABOVE LETTER OF CREDIT UP TO ITS
AVAILABLE AMOUNT AS SHOWN ABOVE AS OF THE DATE OF THIS TRANSFER.



BY THIS TRANSFER, ALL RIGHTS OF THE UNDERSIGNED BENEFICIARY IN SUCH LETTER OF CREDIT ARE
TRANSFERRED TO THE TRANSFEREE. TRANSFEREE SHALL HAVE THE SOLE RIGHTS AS BENEFICIARY THEREOF,
INCLUDING SOLE RIGHTS RELATING TO ANY AMENDMENTS, WHETHER INCREASES OR EXTENSIONS OR OTHER
AMENDMENTS, AND WHETHER NOW EXISTING OR HEREAFTER MADE. ALL AMENDMENTS ARE TO BE ADVISED DIRECT TO
THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.




 

PAGE 6




LC DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: OREXIGEN THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 

	 	 
	Client/applicant’s Signature(s)

	 	date






(note: an authorized signatory for the client must AFFIX HIS/her signature and date each page
of this DRAFT. it must then be attached to and form part of the lc application to signify their
and beneficiary’s agreement to this draft.) 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “G”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-6-









 





THIS DRAFT IS FOR DISCUSSION PURPOSES ONLY.

IT WILL BECOME AN INTEGRAL PART OF AND MUST BE ATTACHED TO

SILICON VALLEY BANK APPLICATION FOR STANDBY LETTER OF CREDIT WHEN APPROVED FOR ISSUANCE BY CLIENT/APPLICANT: OREXIGEN THERAPEUTICS, INC.

  


IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    

(THE LC NUMBER AND THE DATE, THE ISSUANCE DATE, WILL BE INSERTED AT TIME OF ISSUANCE OF THE LC.)

DATED:                                   ,
20       



THE ORIGINAL OF SUCH LETTER OF CREDIT IS RETURNED HEREWITH, AND WE ASK YOU TO ENDORSE THE TRANSFER
ON THE REVERSE THEREOF, AND FORWARD IT DIRECTLY TO THE TRANSFEREE WITH YOUR CUSTOMARY NOTICE OF
TRANSFER.






SINCERELY,




	 	 	 	 	 
	 	 


	 
	 	(BENEFICIARY’S NAME)
	 
	 
	 	 	 	 
	 	 


	 
	 	(SIGNATURE OF BENEFICIARY)
	 
	 
	 	 	 	 
	 	 


	 
	 	(PRINTED NAME AND TITLE)
	 
	 
	 	 	 	 














	 	 	 	 	 
	SIGNATURE
AUTHENTICATED
	 
	THE NAME(S) TITLE(S), AND SIGNATURE(S) CONFORM TO THAT/THOSE ON FILE WITH US
FOR THE COMPANY AND THE SIGNATURE(S) IS/ARE AUTHORIZED TO EXECUTE THIS
INSTRUMENT.
	 
	 	 	 	 
	WE FURTHER CONFIRM THAT THE COMPANY HAS BEEN IDENTIFIED APPLYING THE
APPROPRIATE DUE DILIGENCE AND ENHANCED DUE DILIGENCE AS REQUIRED BY THE BANK
SECRECY ACT AND ALL ITS SUBSEQUENT AMENDMENTS.
	 
	 	 	 	 
	 	 


	 
	 	(NAME OF BANK)
	 
	 
	 	 	 	 
	 	 


	 
	 	(ADDRESS OF BANK)
	 
	 
	 	 	 	 
	 	 


	 
	 	(CITY, STATE, ZIP CODE)
	 
	 
	 	 	 	 
	 	 


	 
	 	(AUTHORIZED SIGNATURE)
	 
	 
	 	 	 	 
	 	 


	 
	 	(PRINTED NAME AND TITLE)
	 
	 
	 	 	 	 
	 	 


	 
	 	(TELEPHONE NUMBER)
	 














 

PAGE 7




LC DRAFT LANGUAGE APPROVED FOR ISSUANCE BY: OREXIGEN THERAPEUTICS, INC.




	 	 	 	 	 
	 

	 	 

	 	 
	Client/applicant’s Signature(s)

	 	date






(note: an authorized signatory for the client must AFFIX HIS/her signature and date each page
of this DRAFT. it must then be attached to and form part of the lc application to signify their
and beneficiary’s agreement to this draft.) 





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “G”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-7-









 





EXHIBIT “H”




RECORDING REQUESTED BY

AND WHEN RECORDED MAIL TO:




WELLS FARGO BANK,

NATIONAL ASSOCIATION

333 S. Grand Ave., 9th Floor

Los Angeles, CA 90071




Attn:          Dovie M. Kapoh




Loan No. 103620




 

FORM OF SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT,

ESTOPPEL, ATTORNMENT AND NON-DISTURBANCE AGREEMENT

(Lease To Deed of Trust)





			
	NOTICE:	 	THIS SUBORDINATION AGREEMENT RESULTS IN YOUR INTEREST IN THE PROPERTY BECOMING SUBJECT TO
AND OF LOWER PRIORITY THAN THE LIEN OF SOME OTHER OR LATER SECURITY INSTRUMENT.




THIS SUBORDINATION AGREEMENT; ACKNOWLEDGMENT OF LEASE ASSIGNMENT, ESTOPPEL, ATTORNMENT AND
NON-DISTURBANCE AGREEMENT (“Agreement”) is made as of December 7, 2007, by and among MULLROCK 3
TORREY PINES, LLC, a Delaware limited liability company (“Owner”), OREXIGEN THERAPEUTICS, INC., a
Delaware corporation (“Lessee”) and WELLS FARGO BANK, NATIONAL ASSOCIATION (“Lender”).




R E C I T A L S





	A.	 	Pursuant to the terms and provisions of that certain lease dated as of December 7, 2007
(“Lease”), Owner, as “Lessor”, granted to Lessee a leasehold estate in and to a portion of the
property described on Exhibit A attached hereto and incorporated herein by this
reference (which property, together with all improvements now or hereafter located on the
property, is defined as the “Property”).






	B.	 	The Property is currently encumbered by a deed of trust, with absolute assignment of leases
and rents, security agreement and fixture filing dated as of September 2006 (“Deed of Trust”)
recorded in the Official Records of San Diego County on September 29, 2006, as Document Number
2006-0696742, securing, among other things, a promissory note (“Note”) in favor of Lender,
which Note is payable with interest and upon the terms and conditions described therein
(“Loan”).






	C.	 	Lender requires that the Deed of Trust be unconditionally and at all times remain a lien on
the Property, prior and superior to all the rights of Lessee under the Lease and that the
Lessee specifically and unconditionally subordinate the Lease to the lien of the Deed of
Trust.






	D.	 	Owner and Lessee have agreed to the subordination, attornment and other agreements herein in
favor of Lender, upon the terms and conditions hereof




NOW THEREFORE, for valuable consideration, Owner and Lessee hereby agree for the benefit of Lender
as follows:





	1.	 	SUBORDINATION. Owner and Lessee hereby agree that:






	 	1.1	 	Prior Lien. The Deed of Trust securing the Note in favor of Lender,
and any modifications, renewals or extensions thereof, shall unconditionally be and at
all times remain a lien on the Property prior and superior to the Lease and Lessee
subordinates all of its right, title and interest in and to the Property to the lien
of the Deed of Trust; and
	 
	 	1.2	 	Whole Agreement. This Agreement shall be the whole agreement and
only agreement with regard to the subordination of the Lease and the Option To
Purchase to the lien of the Deed of Trust and shall supersede and cancel, but only
insofar as would affect the priority between the Deed of Trust and the Lease and the
Option To Purchase, any prior agreements as to such subordination, including, without
limitation, those provisions, if any, contained in the Lease which provide for the
subordination of the Lease and the Option To Purchase to a deed or deeds of trust or
to a mortgage or mortgages.
	 
	 	1.3	 	Use of Proceeds. Lender, in making disbursements pursuant to the
Note, the Deed of Trust or any loan agreements with respect to the Property, is under
no obligation or duty to, nor has Lender represented that it will, see to the
application of such proceeds by the





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “H”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]






-1-









 







	 	 	 	person or persons to whom Lender disburses such proceeds, and any application or use of
such proceeds for purposes other than those provided for in such agreement or
agreements shall not defeat this agreement to subordinate in whole or in part;
	 
	 	1.4	 	Waiver, Relinquishment and Subordination. Lessee intentionally and
unconditionally waives, relinquishes and subordinates all of Lessee’s right, title and
interest in and to the Property to the lien of the Deed of Trust and understands that
in reliance upon, and in consideration of, this waiver, relinquishment and
subordination, specific loans and advances are being and will be made by Lender and,
as part and parcel thereof, specific monetary and other obligations are being and will
be entered into which would not be made or entered into but for said reliance upon
this waiver, relinquishment and subordination.






	2.	 	ASSIGNMENT. Lessee acknowledges and consents to the assignment of the Lease by Owner
in favor of Lender.






	3.	 	ESTOPPEL. Lessee acknowledges and represents that:






	 	3.1	 	Lease Effective. The Lease has been duly executed and delivered by
Lessee and, subject to the terms and conditions thereof, the Lease is in full force
and effect, the obligations of Lessee thereunder are valid and binding and there have
been no modifications or additions to the Lease, written or oral;
	 
	 	3.2	 	No Default. To Lessee’s knowledge, as of the date hereof: (a) there
exists no breach, default, or event or condition which, with the giving of notice or
the passage of time or both, would constitute a breach or default under the Lease; and
(b) there are no existing claims, defenses or offsets against rental due or to become
due under the Lease;
	 
	 	3.3	 	Entire Agreement. The Lease constitutes the entire agreement between
Owner and Lessee with respect to the Property and Lessee claims no rights with respect
to the Property other than as set forth in the Lease; and
	 
	 	3.4	 	No Prepaid Rent. No deposits or prepayments of rent have been made
in connection with the Lease, except as follows: (if none, state “None”)
___.






	4.	 	ADDITIONAL AGREEMENTS. Lessee covenants and agrees that, during all such times as
Lender is the Beneficiary under the Deed of Trust:






	 	4.1	 	Modification, Termination and Cancellation. Lessee will not consent
to any material modification, amendment, termination or cancellation of the Lease (in
whole or in part) without Lender’s prior written consent and will not make any payment
to Owner in consideration of any material modification, termination or cancellation of
the Lease (in whole or in part) without Lender’s prior written consent;
	 
	 	4.2	 	Notice of Default. Lessee will notify Lender in writing concurrently
with any notice given to Owner of any default by Owner under the Lease, and Lessee
agrees that Lender has the right (but not the obligation) to cure any breach or
default specified in such notice within the time periods set forth below and Lessee
will not declare a default of the Lease, as to Lender, if Lender cures such default
within fifteen (15) days from and after the expiration of the time period provided in
the Lease for the cure thereof by Owner; provided, however, that if
such default cannot with diligence be cured by Lender within such fifteen (15) day
period, the commencement of action by Lender within such fifteen (15) day period to
remedy the same shall be deemed sufficient so long as Lender pursues such cure with
diligence;
	 
	 	4.3	 	No Advance Rents. Lessee will make no payments or prepayments of
rent more than one (1) month in advance of the time when the same become due under the
Lease; and
	 
	 	4.4	 	Assignment of Rents. Upon receipt by Lessee of written notice from
Lender that Lender has elected to terminate the license granted to Owner to collect
rents, as provided in the Deed of Trust, and directing the payment of rents by Lessee
to Lender, Lessee shall comply with such direction to pay and shall not be required to
determine whether Owner is in default under the Loan and/or the Deed of Trust. Owner
agrees that Lessee shall have the right to rely on any such notice from Lender without
incurring any obligation or liability to Owner, and Lessee is hereby instructed to
disregard any notice to the contrary received by Owner or any third party.






	5.	 	ATTORNMENT. Lessee agrees for the benefit of Lender (including for this purpose any
transferee of Lender or any transferee of Owner’s title in and to the Property by Lender’s
exercise of the remedy of sale by foreclosure under the Deed of Trust) as follows:






	 	5.1	 	Payment of Rent. Lessee shall pay to Lender all rental payments
required to be made by Lessee pursuant to the terms of the Lease for the duration of
the term of the Lease;





	 	 	 	 	 
	 
	 	 	 	 
	 

	 	EXHIBIT “H”
	 	TORREY PINES COURT, LA JOLLA
	 

	 	 	 	[Orexigen Therapeutics, Inc.]







-2-










 






	 	5.2	 	Continuation of Performance. Lessee shall be bound to Lender in
accordance with all of the provisions of the Lease for the balance of the term
thereof, and Lessee hereby attorns to Lender as its landlord, such attornment to be
effective and self-operative without the execution of any further instrument
immediately upon Lender succeeding to Owner’s interest in the Lease and giving written
notice thereof to Lessee;
	 
	 	5.3	 	No Offset. Lender shall not be liable for, nor subject to, any
offsets or defenses which Lessee may have by reason of any act or omission of Owner
under the Lease, nor for the return of any sums which Lessee may have paid to Owner
under the Lease as and for security deposits, advance rentals or otherwise, except to
the extent that such sums are actually delivered by Owner to Lender; and
	 
	 	5.4	 	Subsequent Transfer. If Lender, by succeeding to the interest of
Owner under the Lease, should become obligated to perform the covenants of Owner
thereunder, then, upon any further transfer of Owner’s interest by Lender, all of such
obligations shall terminate as to Lender.






	6.	 	NON-DISTURBANCE. In the event of a foreclosure under the Deed of Trust, so long as
there shall then exist no breach, default, or event of default on the part of Lessee under the
Lease, Lender agrees for itself and its successors and assigns that the leasehold interest of
Lessee under the Lease shall not be extinguished or terminated by reason of such foreclosure,
but rather the Lease shall continue in full force and effect and Lender shall recognize and
accept Lessee as tenant under the Lease subject to the terms and provisions of the Lease
except as modified by this Agreement; provided, however, that Lessee and
Lender agree that the following provisions of the Lease (if any) shall not be binding on
Lender: any option to purchase with respect to the Property; any right of first refusal with
respect to the Property; any provision regarding the use of insurance proceeds or condemnation
proceeds with respect to the Property which is inconsistent with the terms of the Deed of
Trust.





     7. MISCELLANEOUS.




	 	7.1	 	Heirs, Successors, Assigns and Transferees. The covenants herein
shall be binding upon, and inure to the benefit of, the heirs, successors and assigns
of the parties hereto; and
	 
	 	7.2	 	Notices. All notices or other communications required or permitted
to be given pursuant to the provisions hereof shall be deemed served upon delivery or,
if mailed, upon the first to occur of receipt or the expiration of three (3) days
after deposit in United States Postal Service, certified mail, postage prepaid and
addressed to the address of Lessee or Lender appearing below:





	 	 	 
	“OWNER” 	 	“LENDER”
	 
	MULLROCK 3 TORREY PINES, LLC

c/o The Muller Company 

23521 Paseo de Valencia, Suite 200

Laguna Hills, California 92653

Attention: Mr. Stephen J. Muller

Telephone: (949) 460-5380

Facsimile: (949) 586-0470


	 	WELLS FARGO BANK, NATIONAL ASSOCIATION

333 South Grand Ave., 9th Floor

Los Angeles, CA 90071


Attention: Dovie M. Kapoh


Loan No. 103620
	 
	 	 
	with a copy to:
	 	 
	 
	 	 
	Allen Matkins Leck Gamble Mallory & Natsis LLP
	 	 
	501 West Broadway, Fifteenth Floor
	 	 
	San Diego, California 92101-3541
	 	 
	Attention: Martin L. Togni, Esq.
	 	 
	Telephone: (619) 233-1155
	 	 
	Facsimile: (619) 233-1158
	 	 






	 	 	 	 	 
	 

	 	
	 	TORREY PINES COURT, LA JOLLA
	 

	 	EXHIBIT “H”
	 	[Orexigen Therapeutics, Inc.]






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“LESSEE”




From and after Commencement Date:




OREXIGEN THERAPEUTICS, INC.

3344 Torrey Pines Court, Second Floor

La Jolla, California 92037

Attention: Graham Cooper




Prior to Commencement Date:




Orexigen Therapeutics, Inc.

12481 High Bluff Drive, Suite 160

San Diego, California 92130





	 	 	provided, however, any party shall have the right to change its address for notice hereunder
by the giving of written notice thereof to the other party in the manner set forth in this
Agreement; and






	 	7.3	 	Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which together
shall constitute and be construed as one and the same instrument; and
	 
	 	7.4	 	Remedies Cumulative. All rights of Lender herein to collect rents on
behalf of Owner under the Lease are cumulative and shall be in addition to any and all
other rights and remedies provided by law and by other agreements between Lender and
Owner or others; and
	 
	 	7.5	 	Paragraph Headings. Paragraph headings in this Agreement are for
convenience only and are not to be construed as part of this Agreement or in any way
limiting or applying the provisions hereof.
	 
	 	7.6	 	Modification. This Agreement cannot be altered, modified, amended,
waived, extended, changed, discharged or terminated orally or by any unilateral act on
the part of Lessee, Owner or Lender, but only by an agreement in writing signed by the
party against whom enforcement of any alteration, modification, amendment, waiver,
extension, change, discharge or termination is sought.




INCORPORATION. Exhibit A attached hereto is incorporated herein by this reference.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first
above written.



IT IS RECOMMENDED THAT, PRIOR TO THE EXECUTION OF THIS AGREEMENT, THE PARTIES CONSULT WITH THEIR
ATTORNEYS WITH RESPECT HERETO.




	 	 	 	 	 	 	 	 	 	 	 
	 	 	“OWNER”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Mullrock 3 Torrey Pines Manager, LLC,

a Delaware limited liability company

Its Non-Member Manager	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	By:	 	Mullrock 3, LLC,

a Delaware limited liability company

Its Sole Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	By:	 	Muller-Rock 3, LLC,

a California limited liability company

Its Managing Member	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	By:	 	 	 	 
	 

	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Name: Stephen J. Muller	 	 
	 	 	 	 	 	 	Title: Managing Member	 	 






	 	 	 	 	 	 	 	 	 	 	 
	 	 	“LENDER”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	WELLS FARGO BANK,

NATIONAL ASSOCIATION	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 




 
	 	 	 	 	 
	 

	 	
	 	TORREY PINES COURT, LA JOLLA
	 

	 	EXHIBIT “H”
	 	[Orexigen Therapeutics, Inc.]






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	 	 	“LESSEE”	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	OREXIGEN THERAPEUTICS, INC.

a Delaware corporation	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 

	 	 	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	 	 	LESSEE SIGNATURE BLOCK HERE

(ALL SIGNATURES MUST BE ACKNOWLEDGED)	 	 





	 	 	 	 	 
	 

	 	
	 	TORREY PINES COURT, LA JOLLA
	 

	 	EXHIBIT “H”
	 	[Orexigen Therapeutics, Inc.]






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ACKNOWLEDGMENT




State of California

County of
                                        





	 	 	 	 	 	 
	On                         

	 	before me,	 	 	,
	 

	 	 	 	 	 
	 

	 	 	 	(here insert name and title of the officer)	 
	personally appeared
	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 
	 	 
	 
	 	 	 	 	,
	 




personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.




WITNESS my hand and official seal.




Signature                                                            




(Seal)





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




 









 





ACKNOWLEDGMENT




State of California

County
of                                        




	 	 	 	 	 	 
	On                         

	 	before me,	 	 	,
	 

	 	 	 	 	 
	 

	 	 	 	(here insert name and title of the officer)	 
	personally appeared
	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 
	 	 
	 
	 	 	 	 	,
	 




personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me
that he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of
which the person(s) acted, executed the instrument.




WITNESS my hand and official seal.




Signature
                                        
                    




(Seal)





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




 









 





ACKNOWLEDGMENT




State of California




County of
                                        





	 	 	 	 	 	 
	On                         

	 	before me,	 	 	,
	 

	 	 	 	 	 
	 

	 	 	 	(here insert name and title of the officer)	 
	personally appeared
	 	 	 	 	 
	 	 	 	 
	 
	 	 	 	 	 
	 	 
	 
	 	 	 	 	,
	 




personally known to me (or proved to me on the basis of satisfactory evidence) to be the
person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that
he/she/they executed the same in his/her/their authorized capacity(ies), and that by
his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which
the person(s) acted, executed the instrument.




WITNESS my hand and official seal.




Signature
                                        
                    




(Seal)





TORREY PINES COURT, LA JOLLA

[Orexigen Therapeutics, Inc.]




 









 





EXHIBIT “I”




TENANT’S APPROVED LOGO










	 	 	 	 	 
	 

	 	
	 	TORREY PINES COURT, LA JOLLA
	 

	 	EXHIBIT “I”
	 	[Orexigen Therapeutics, Inc.]






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EXHIBIT “J”




FINAL SPACE PLAN











	 	 	 	 	 
	 

	 	
	 	TORREY PINES COURT, LA JOLLA
	 

	 	EXHIBIT “J”
	 	[Orexigen Therapeutics, Inc.]






-1-









 











 
	 	 	 	 	 
	 

	 	
	 	TORREY PINES COURT, LA JOLLA
	 

	 	EXHIBIT “J”
	 	[Orexigen Therapeutics, Inc.]






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