exv10w51



 





Exhibit 10.51




SUBLEASE AGREEMENT




between




AVANIR PHARMACEUTICALS,

as Sublandlord




and




HALOZYME, INC.

as Subtenant




	 	 	 
	Building
Address:
	 	11388 Sorrento Valley Road

San Diego, California 92121


	 







 









 








SUBLEASE AGREEMENT




     THIS SUBLEASE AGREEMENT (“Sublease”) is made as of this 2nd day of July, 2007 (the
“Effective Date”), by and between AVANIR PHARMACEUTICALS, a California corporation
(“Sublandlord”) and HALOZYME, INC., a California corporation (“Subtenant”), a
subsidiary of HALOZYME THERAPEUTICS, INC., a Nevada corporation (“Parent”), with
Sublandlord and Subtenant hereinafter sometimes referred to collectively as the “Parties”
and individually as a “Party”).



W I T N E S S E T H:




     WHEREAS, BC Sorrento, LLC, a California limited liability company (“Master Landlord”)
and Sublandlord, are parties to a certain Standard Industrial Net Lease, dated as of March 20,
2000, as amended by that certain First Amendment to Standard Industrial Net Lease, dated as of
February 1, 2001, and as amended by that certain Second Amendment to Standard Industrial Net Lease,
dated as of March 1, 2006 (collectively, the “Master Lease”), a copy of which is attached
hereto as Exhibit A;



     WHEREAS, pursuant to the terms of the Master Lease, Master Landlord has leased to Sublandlord,
certain premises consisting of approximately 27,575 rentable square feet (the “Master Lease
Premises”) and which are located in an office industrial center with a street address of 11388
Sorrento Valley Road, San Diego, California 92121 (collectively, the “Center”);



     WHEREAS, Sorrento Plaza, a California limited partnership (“Additional Master
Landlord”) and Sublandlord, are parties to a certain Standard Industrial Net Lease, dated May
20, 2002 (the “Additional Master Lease”);



     WHEREAS, pursuant to the terms of the Additional Master Lease, Additional Master Landlord has
leased to Sublandlord, a portion of the premises (the “Additional Master Lease Premises”)
which are part of an office industrial center which includes 11404 and 11408 Sorrento Valley Road,
San Diego, California 92121 (the “Additional Center”), collectively the Center and the
Additional Center will herein be referred to as the Campus (“the Campus”);



     (Initially capitalized terms not otherwise defined in this Sublease shall have the meanings
attributed to such terms in the Master Lease, and unless otherwise expressly provided herein, all
references in this Sublease to “Section” shall refer to the respective “Section” of the Master
Lease and all references to “Paragraph” in this Sublease shall refer to the respective “Paragraph”
of this Sublease.)



     WHEREAS, Sublandlord now desires to sublease to Subtenant and Subtenant now desires to
sublease from Sublandlord the Master Lease Premises containing approximately 27,575 rentable square
feet (the “Sublease Premises”), on the terms, covenants and conditions hereinafter
provided; and



     NOW, THEREFORE, Sublandlord and Subtenant covenant and agree as follows:



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	1.	 	Summary and Definitions: The following definitions apply in this Sublease:






	 	(a)	 	Base Rent. Base Rent shall be as follows:





	 	 	 
	Period During	 	 
	Sublease Term	 	Monthly Base Rent
	Sublease Commencement Date
(estimated to be July 1, 2007)
through and including December 31,
2007
	 	$0.00
	 
	 	 
	January 1, 2008 through and
including June 30, 2008
	 	$1.10 per sq. foot per month or $30,332.50
	 
	 	 
	July 1, 2008 through and including
August 31, 2008
	 	$2.288 per sq. foot per month or $63,091.60







	 	(b)	 	Security Deposit: $400,000.00. Subtenant’s obligation to make a
Security Deposit may be satisfied by the deposit of a letter of credit, which letter of
credit’s principal face amount is subject to reduction on certain terms and conditions,
all as set forth in Paragraph 16 hereof. Sublandlord and Subtenant acknowledge
that the deposit of a single letter of credit in the principal face amount of $400,000
in connection with that certain sublease governing the premises located at 11404
Sorrento Valley Road, San Diego, California 92121 shall satisfy the Subtenant’s
obligation to make a Security Deposit under this Sublease.
	 
	 	(c)	 	Sublease Premises: The entirety of the Master Lease Premises
constituting approximately 27,575 rentable square feet at 11388 Sorrento Valley Road,
San Diego, California 92121 (the “Building”), as depicted on Exhibit B
attached hereto.
	 
	 	(d)	 	Term: The term of this Sublease (“Sublease Term”) shall
commence on the later of the following two occurrences: 1) the date upon which
Subtenant shall have obtained the consent of Master Landlord to this Sublease, which
shall be diligently prosecuted, or 2) the date upon which Subtenant obtains clearance
of its license applications required for the conduct of its business, which shall be
diligently prosecuted (“Sublease Commencement Date”). The Sublease Term shall
expire on August 31, 2008, or such earlier date on which this Sublease may be
terminated in accordance with the provisions hereof or the provisions of the Master
Lease, as incorporated herein (“Sublease Expiration Date”), in which case
Sublandlord shall promptly provide Subtenant with prior written notice of such
termination. In no event shall Subtenant conduct Subtenant’s business operations from
the Sublease Premises prior to the Sublease Commencement




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	 	 	 	Date. Subtenant shall have the right to enter the Sublease Premises upon execution
of the Sublease prior to the anticipated Sublease Commencement Date for any purposes
other than to conduct its business operations, including but not limited to,
monitoring construction, installing furniture, networks, telecommunication equipment
and fiber and any other personal property, provided, however that any such entry
shall be subject to Subtenant’s waiver and indemnity provisions set forth in this
Sublease and Subtenant shall not interfere with any activity of Sublandlord on the
Sublease Premises.






	2.	 	Sublease.
	 
	 	 	Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord,
the Sublease Premises, together with all appurtenances thereto as provided in the Master
Lease, for the Sublease Term and on the terms and conditions contained in this Sublease.
Subtenant’s sublease of the Sublease Premises is subject to the terms and conditions of the
Master Lease as incorporated herein and further subject to the terms and conditions of this
Sublease.
	 
	3.	 	Condition of Sublease Premises.






	 	(a)	 	In entering into this Sublease, Subtenant acknowledges that, except as
expressly set forth in this Sublease, Subtenant has not relied upon or been induced by
any statements or representations of Sublandlord or any other parties or persons with
respect to the physical condition of the Sublease Premises or with respect to any other
matter affecting the Sublease Premises, that might be pertinent in considering the
leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on
the contrary and except as expressly set forth in this Sublease, relied solely on such
investigations, examinations and inspections as Subtenant has chosen to make or have
made on its behalf. Upon taking possession of the Sublease Premises, Subtenant shall be
deemed to have accepted the Sublease Premises in its then “as-is” “where-is” condition.
	 
	 	(b)	 	Sublandlord represents and warrants that: (i) to the best of its knowledge, as
of the Sublease Commencement Date, the Sublease Premises complies with all laws, codes,
ordinances and other governmental requirements then applicable to the Sublease Premises
and (ii) to the best of its knowledge, as of the Sublease Commencement Date, there are
no material defects in the Sublease Premises which would unreasonably interfere with
Subtenant’s use and enjoyment of the Sublease Premises.
	 
	 	(c)	 	By taking possession of the Sublease Premises, Subtenant shall conclusively
evidence that the Sublease Premises are fully completed and are suitable for
Subtenant’s purposes, that the Building and the Sublease Premises are in good and
satisfactory condition, and that Subtenant waives any defect therein.
	 
	 	(d)	 	Sublandlord shall complete an Exit Assessment as described in Section
14.8 of the Master Lease and shall obtain any required regulatory certification of
the




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	 	 	 	Sublease Premises at least five (5) days prior to the Sublease Commencement Date,
unless waived in writing by Subtenant.
	 
	 	(e)	 	Subject to the terms and conditions of this Paragraph 3(e), Sublandlord
and its agents, employees and contractors shall be afforded full access to the Sublease
Premises during normal business hours for the purpose of removing the Cesium 137
Irradiator (the “Irradiator”) and removing any Hazardous Materials from the Sublease
Premises that were caused by the Irradiator. Sublandlord shall remove the Irradiator
and such Hazardous Materials by July 31, 2007. Sublandlord shall hold harmless, defend
and indemnify Subtenant from all liability, costs (including reasonable attorneys’
fees), damage and claims arising from any bodily injury, property damage or mechanics’
lien claims directly and solely resulting from entry and activities on the Sublease
Premises by Sublandlord, its agents, employees and contractors arising from the
Irradiator and the existence and removal of Hazardous Materials caused by the
Irradiator. Notwithstanding the foregoing, Sublandlord shall not be liable to
Subtenant, nor shall Sublandlord have any obligation to hold harmless, defend or
indemnify Subtenant from any liability, costs, damage or claims which are related to
Subtenant’s gross negligence or willful misconduct.






	4.	 	Base Rent.





          During the Sublease Term, Subtenant shall pay Sublandlord, as rent for the Sublease Premises,
the Base Rent as set forth in Paragraph 1 of this Sublease, without set-off or deduction
whatsoever, except as otherwise provided herein. Base Rent shall be due and payable by Subtenant in
immediately available funds, in advance on or before the first day of each calendar month without
notice or demand.





	5.	 	Additional Rent.





          In addition to the Base Rent under Paragraph 4 above, any and all charges, expenses or
other sums Subtenant is required to pay under the terms of this Sublease, including, without
limitation, any additional rent required under the Master Lease shall be deemed additional rent
(“Additional Rent,” and together with Base Rent and Additional Operating Costs,
“Subtenant’s Rent”) and shall be paid by Subtenant. Sublandlord shall have the same rights
and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to
the Base Rent. Subtenant shall remain responsible for Subtenant’s Rent and any other charges,
expenses or other sums which first arise, accrue or are invoiced at any time during or after the
expiration of the Sublease Term, whether by Sublandlord or Master Landlord, to the extent they
arise or accrue with respect to any period during the Sublease Term from any liabilities or
obligations of Subtenant under the provisions of this Sublease (including any obligations under the
Master Lease which are incorporated herein as liabilities or obligations of Subtenant).
Notwithstanding anything to the contrary set forth in this Sublease, Subtenant shall not be
required to pay any Additional Rent, or to perform any obligation that is (i) allocable to any
period of time prior to the Sublease Commencement Date or following the expiration or sooner
termination of the Sublease (for any reason other than Subtenant’s default), (ii) allocable to any
portion of the Master Premises other than the Sublease Premises, (iii) payable as a result of a
default by



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Sublandlord of any of its obligations under the Master Lease, or as a result of the gross
negligence or willful misconduct of Sublandlord or any of its agents, employees or contractors, or
(iv) are incurred for the sole and exclusive benefit of Sublandlord.





	6.	 	Rent Payments.






	 	(a)	 	Subtenant’s Rent and all other charges, expenses or other sums Subtenant is
required to pay to Sublandlord hereunder shall be due and payable without billing or
demand, and without deduction, set-off or counterclaim, except as otherwise provided
herein, in lawful money of the United States of America, at Sublandlord’s address for
notices in Paragraph 15 hereof or to such other person or at such other place
as Sublandlord may designate in writing, and shall be due and payable by Subtenant to
Sublandlord on or before the date specified in this Sublease, provided that if no date
is specified as to the applicable payment, then on or before (i) three (3) business
days prior to the corresponding date provided in the Master Lease for payment of the
same by Sublandlord to Master Landlord (provided that in no event shall such period be
shortened to a duration of less than two (2) business days) or (ii) if there is no
corresponding date provided in the Master Lease for payment of the same by Sublandlord
to Master Landlord, then ten (10) business days after written request from Sublandlord
to Subtenant. The failure of Subtenant to make payment in full of Subtenant’s Rent or
any other charges, expenses or other sums Subtenant is required to pay to Sublandlord
hereunder by the due date provided herein for such payment, shall potentially subject
Subtenant to the obligation to pay to Sublandlord interest in accordance with the
provisions of Paragraph 18.
	 
	 	(b)	 	If the Sublease Term commences on a day other than the first day of a calendar
month or ends on a day other than the last day of a calendar month, then Subtenant’s
Rent for the first and last fractional months of the Sublease Term shall be
appropriately prorated.
	 
	 	(c)	 	Sublandlord may upon reasonable prior written notice (which notice shall
include Master Landlord’s address and Master Landlord’s acknowledgement of such notice)
instruct Subtenant to make any payment of Subtenant’s Rent directly to Master Landlord,
in which event Subtenant shall timely make all such payments so instructed directly to
Master Landlord (with a copy of the check to be contemporaneously forwarded by
Subtenant to Sublandlord at the time of making of each such payment), and in such event
Sublandlord shall have no responsibility to Subtenant for the payment of any such
amount, and Subtenant shall be solely responsible for any interest or late charges that
may be imposed as a result of any failure of Subtenant to have timely and properly made
any such payment to Master Landlord. Any payment made directly by Subtenant to Master
Landlord at the request of Sublandlord shall be credited against any of Subtenant’s
Rent due under this Sublease as and when received by Master Landlord.




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	7.	 	Use.





          Subtenant shall use and occupy the Sublease Premises only for the purposes permitted under,
and in a manner consistent with, the provisions of the Master Lease. Subtenant will pay for any
damage to any part of the Sublease Premises, Building or Center, subject to any applicable waiver
of subrogation provisions, if (i) caused by any act or omission by Subtenant or Subtenant’s
employees, agent, licensees, contractors or invitees and (ii) Sublandlord is required to pay for
such damage under the Master Lease. Subtenant will comply with applicable provisions of the Master
Lease and the Center’s Rules and Regulations.





	8.	 	Operating Costs, Real Estate Taxes and Utilities.






	 	(a)	 	Commencing on the Sublease Commencement Date, Subtenant shall pay Subtenant’s
Pro Rata Share (as defined below) of Operating Costs (as defined in the Master Lease),
Real Property Taxes (as defined in the Master Lease), and insurance costs incurred by
Sublandlord under the Master Lease. Subtenant’s Pro Rata Share is one hundred percent
(100%), which represents the ratio of the rentable square footage of the Sublease
Premises to the Rentable Square Footage of the Master Lease Premises (“Subtenant’s
Pro Rata Share”). Subtenant’s Pro Rata Share shall be computed by Sublandlord on a
monthly or other periodic basis selected by Sublandlord. Subtenant’s shall pay the
amount of such pro rata share within ten (10) business days after receipt of a
statement from Sublandlord.
	 
	 	(b)	 	Sublandlord may incur actual, third-party, out-of-pocket costs and expenses
related to the operation of the Center or Campus, as more specifically described on
Exhibit F attached hereto (collectively, “Additional Operating Costs”).
Subtenant shall be responsible for reimbursing Sublandlord for Subtenant’s prorate
share of such Additional Operating Costs as provided below. Subtenant’s pro rata share
of Additional Operating Costs shall be one hundred percent (100%) with respect to
Additional Operating Costs that are incurred by Sublandlord for the sole benefit of the
Sublease Premises. To the extent that the Additional Operating Costs are not for the
sole benefit of the Sublease Premises and benefit or are related to the Campus and/or
Center as a whole, then Subtenant’s pro rata share of the Additional Operating costs
shall represent the ratio of the Rentable Square Footage of the Sublease Premises to
the Rentable Square Footage of the Campus and/or the Center, as applicable; provided,
however, that in no event shall Subtenant have any obligation to reimburse Sublandlord
for any Additional Operating Costs that are incurred for the sole benefit of the
premises located at 11388 Sorrento Valley Road. Subtenant shall pay the amount of such
pro rata share within ten (10) business days after receipt of a statement from
Sublandlord along with reasonable documentary evidence of Sublandlord’s payment of such
costs. Subtenant shall bear such Additional Operating Costs commencing on the Sublease
Commencement Date. The Additional Operating Costs shall be included in the defined
term Subtenant’s Rent.




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	9.	 	Status of Master Lease.






	 	(a)	 	Sublandlord and Subtenant confirm and agree that this Sublease is subject and
subordinate to all of the terms, covenants and conditions of the Master Lease and to
the matters to which the Master Lease shall be subordinate. Without limiting the
generality of the foregoing, in the event of termination of Sublandlord’s interest
under the Master Lease for any reason (including, without limitation, upon the
occurrence of any casualty or condemnation pertaining to the Sublease Premises) this
Sublease shall terminate coincidentally therewith and Sublandlord shall return to
Subtenant the Security Deposit and any prepaid Subtenant’s Rent not applied to a
default of Subtenant within twenty (20) days of such termination.
	 
	 	(b)	 	Sublandlord represents to Subtenant that the Master Lease represents that
entire agreement between Master Landlord and Sublandlord respecting the subject matter
thereof, is in full force and effect, and, that to Sublandlord’s knowledge, no default
or event that, with the passing of time or the giving of notice or both, would
constitute a default, exists on the part of Sublandlord, or, to Sublandlord’s
knowledge, the Master Landlord. Sublandlord agrees to perform all of its obligations
under the Master Lease and, except for a termination of the Master Lease in connection
with a casualty or condemnation pursuant to Sublandlord’s express rights as set forth
therein, to maintain the Master Lease in full force and effect, except to the extent
that any failure to maintain the Master Lease is due to the failure of Subtenant to
comply with any of its obligations under this Sublease. Sublandlord shall not amend or
modify the Master Lease in such a manner as to materially adversely affect Subtenant’s
use of the Subleased Premises or increase the obligations or decrease the rights of
Subtenant hereunder, without the prior written consent of Subtenant, which may be
granted or withheld at Subtenant’s sole discretion.
	 
	 	(c)	 	If Sublandlord fails to pay any sum of money to Master Landlord, or fails to
perform any other act on its part to be performed under the Master Lease or this
Sublease, then Subtenant may, but shall not be obligated to, make such payment or
perform such act. All such sums paid, and all reasonable costs and expenses of
performing any such act, shall be payable by Sublandlord to Subtenant upon demand.
	 
	 	(d)	 	In the event that Subtenant desires to make any alterations or improvements, or
otherwise take any action that will require the consent of Master Landlord, then
Subtenant shall process such consent with the Master Landlord. Sublandlord shall
cooperate, at no cost or expense to Sublandlord in connection with Subtenant obtaining
such consent of Master Landlord.






	10.	 	Incorporation of Master Lease Terms.






	 	(a)	 	The applicable terms, covenants and conditions contained in the Master Lease
are hereby incorporated herein and shall, as between Sublandlord and Subtenant,
constitute additional terms, covenants and conditions of this Sublease, except to




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	 	 	 	the extent set forth below. Except as provided in this Paragraph 10, all
references in the Master Lease to “Landlord” “Tenant” “Lease” “Premises”
“Commencement Date” and “Rent” shall, for purposes of incorporation thereof into
this Sublease, mean and refer to “Sublandlord”, “Subtenant”, “Sublease”, “Sublease
Premises”, “Sublease Commencement Date” and “Subtenant’s Rent”, respectively.
Subtenant agrees to be bound by the provisions of the Master Lease incorporated
herein and to keep, observe and perform for the benefit of the Master Landlord and
Sublandlord each off the terms, covenants and conditions on its part to be kept,
observed and performed hereunder as well as those applicable terms, covenants and
conditions to be observed and performed by Sublandlord as Tenant under the Master
Lease with respect to the Sublease Premises. Without limiting the foregoing,
Subtenant shall not commit or permit to be committed on the Sublease Premises any
act or omission which shall violate any term, covenant or condition of the Master
Lease. Subtenant shall under no circumstances have any rights with respect to the
Sublease Premises greater than Sublandlord’s rights under the Master Lease.
	 
	 	(b)	 	In the event of conflict between any provision of the Master Lease which is
incorporated herein as described above in this Paragraph 10 and any provision
of this Sublease, the provisions of this Sublease shall control.
	 
	 	(c)	 	The following Sections and provisions of the Mater Lease do not apply to, shall
not be a part of, and are not incorporated into this Sublease.





	 	 	 	 	 
	 	 	 	 	Specific Section Excluded
	Section	 	Subject Matter	 	If not entire Section)
	Section 1

	 	Basic Lease Terms
	 	 1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7,
1.11, 1.12
	 
	 	 	 	 
	Section 2

	 	The Premises	 	 
	 
	 	 	 	 
	Section 3

	 	Lease Term	 	 
	 
	 	 	 	 
	Section 4

	 	Rent
	 	Section 4.1 (Minimum Monthly
Rent)
	 
	 	 	 	 
	Section 5

	 	Security Deposit	 	 
	Section 6

	 	Operating Expenses
	 	 6.1, 6.2, 6.5
	Section 8

	 	Real Property Taxes
	 	 8.1, 8.2
	Section 16

	 	Damage and Destruction	 	 
	Section 17

	 	Condemnation	 	 
	Section 18

	 	Assignment and Subletting
	 	 18.2(c)
	Section 20

	 	Surrender
	 	 20.4
	 
	 	 	 	 
	Section 21

	 	Default by Tenant
	 	Section 21(d)(v)
	Section 23

	 	Default by Landlord
	 	23.3(a)
	Section 24

	 	General Provisions
	 	24.6






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Exhibits B “Rules and Regulations” to the Master Lease shall be incorporated into
this Sublease but all other exhibits and references thereto shall be excluded.




	 	(d)	 	References in the following sections of the Master Lease to “Landlord” shall be
deemed to refer to Master Landlord only: 7.2, 9.1, 9.4, 9.7, 11.5, and 24.24.
	 
	 	(e)	 	The reference to “Avanir Pharmaceuticals” in Section 14.2 shall be deemed to
refer to Halozyme, Inc.
	 
	 	(f)	 	Sublandlord and Subtenant agree that Sublandlord shall not be responsible or
liable to Subtenant for the performance or non-performance of any obligations of Master
Landlord under the Master Lease, and in furtherance thereof agree as follows:






	 	(i)	 	Notwithstanding anything to the contrary contained in this
Sublease, Sublandlord shall not be required to (A) provide or perform any
insurance and services or any alterations, improvements, improvement allowances
or other construction obligations as to the Sublease Premises, (B) perform any
maintenance or make any of the repairs to the Sublease Premises, Building or
the Center, (C) comply with any laws or requirements of governmental
authorities regarding the maintenance or operation of the Sublease Premises
after Subtenant takes possession of the Premises or prior thereto the extent
required to be complied with by Master Landlord under the Master Lease, (D)
take any other action relating to the operation, maintenance, repair,
alteration or servicing of the Sublease Premises that Master Landlord may have
agreed to provide, furnish, make, comply with, or take, or cause to be
provided, furnished, made, complied with or taken under the Master Lease, or
(E) provide Subtenant with any rebate, credit, allowance or other concession
required of Master Landlord for any reason pursuant to the Master Lease unless
Sublandlord receives a rent abatement with respect to the Sublease Premises and
Subtenant is not in default of its obligations under the Sublease, beyond all
applicable notice and cure periods. Sublandlord makes no representation or
warranty of quiet enjoyment as to any persons claiming by, through or under
Master Landlord, but Sublandlord represents and warrants quiet enjoyment as
against any person claiming by, through or under Sublandlord.
	 
	 	(ii)	 	Sublandlord agrees, upon request of Subtenant, to use
reasonable efforts, at Subtenant’s sole cost and expense, to cause Master
Landlord to provide, furnish, or comply with any of Master Landlord’s
obligations under the Master Lease or to provide any required consents or
approvals; provided, however, that Sublandlord shall not be
obligated to use such efforts or take any action which, in Sublandlord’s
reasonable judgment, might give rise to a default by Sublandlord under the
Master Lease. Such efforts shall




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	 	 	 	include, without limitation, upon Subtenant’s request, notifying Master
Landlord within two (2) business days of its non-performance under the
Master Lease and requesting that Master Landlord perform its obligations
thereunder. If Master Landlord shall default in the performance of any of
its obligations under the Master Lease or at law, Sublandlord shall, upon
request and at the expense of Subtenant, cooperate with Subtenant in the
prosecution of any reasonable action or proceeding, in order to have Master
Landlord (A) make such repairs, furnish such electricity, provide such
services or comply with any other obligation of Master Landlord under the
Master Lease or as required by law, (B) compensate Subtenant for any earlier
default by Master Landlord in the payment or performance of its liabilities
and obligations under the Master Lease during the Sublease Term, and/or (C)
assigning Sublandlord’s rights under the Master Lease to Subtenant to the
extent necessary to permit Subtenant to institute legal proceedings against
Master Landlord to obtain the performance of Master Landlord’s obligations
under the Master Lease; provided, however, that if Subtenant commences a
lawsuit or other action, Subtenant shall pay all costs and expenses incurred
in connection therewith (with any matter affecting the Sublease Premises, or
a proportionate share of such costs if the matter also effects the Master
Premises), and Subtenant shall indemnify Sublandlord against, and hold
Sublandlord harmless from, all costs and expenses incurred by Sublandlord in
connection therewith.
	 
	 	(iii)	 	Subtenant shall not make any claim against Sublandlord for any
damage which may arise by reason of: (i) the failure of Master Landlord to
keep, observe or perform any of its obligations under the Master Lease; or (ii)
the acts or omissions of Master Landlord or its employees, agents, licensees,
contractors or invitees.
	 
	 	(iv)	 	Subtenant agrees that any waiver of liability, waiver of
subrogation rights, or indemnification provisions in the Master Lease which are
incorporated herein as waivers or obligations of Subtenant (including, but not
limited to, in Sections 9.5, 12.2, 13 and 14.5
of the Master Lease, to the extent applicable to and incorporated in this
Sublease), shall be deemed expanded so as to provide for Subtenant to make such
waivers and provide such indemnities not only in favor of Sublandlord, but also
in favor of Master Landlord, and the respective affiliated employees, agents
and the like of both Sublandlord and Master Landlord as enumerated in such
provisions.






	 	(g)	 	In the event that Sublandlord, as Tenant, is entitled to termination rights for
all or a portion of the Sublease Premises, including, without limitation, as a result
of (i) damage and destruction under Section 16 of the Master Lease, or (ii) a
partial condemnation under Section 17 of the Master Lease, then Subtenant shall
be entitled to similar termination rights with respect to the portion or all of the




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	 	 	 	Sublease Premises affected, regardless of whether or not Sublandlord seeks to
enforce such termination rights under the Master Lease.
	 
	 	(h)	 	In the event that Sublandlord, as Tenant, receives a rent abatement for all or
a portion of the Sublease Premises, including, without limitation, as a result of (i)
damage and destruction under Section 16 of the Master Lease, or (ii) a partial
condemnation under Section 17 of the Master Lease, then Subtenant shall be
entitled to similar abatement of Subtenant’s Rent with respect to the portion or all of
the Sublease Premises affected.
	 
	 	(i)	 	Notwithstanding the incorporation of Section 6 of the Master Lease,
Subtenant shall only be responsible for its proportionate share of Operating Costs,
Additional Operating Costs, Real Property Taxes and insurance costs incurred by the
Master Landlord under the Master Lease and charged through to Sublandlord. Subject to
the provisions of Section 8(b) above, under no circumstances shall Subtenant be liable
for any such costs directly incurred by Sublandlord.






	11.	 	Insurance.





          Subtenant shall comply at all times and in all respects with the provisions of Section
9 of the Master Lease with regard to the maintenance of insurance by “Tenant”. Such insurance
shall name, as additional insureds, Master Landlord, Sublandlord and any other parties required to
be named under the terms of the Master Lease, and a policy or certificate thereof shall be provided
to Sublandlord not later than two (2) business days prior to the Sublease Commencement Date. The
maintenance of insurance coverage with respect to the Sublease Premises and any property of
Subtenant shall be the sole obligation of Subtenant. All insurance required to be maintained by
Subtenant shall provide for thirty (30) days prior written notice to Sublandlord and Master
Landlord in the event of any termination or reduction in coverage of such insurance. All property
insurance policies which either Party obtains affecting the Sublease Premises shall include a
clause or endorsement denying the insurer any rights of subrogation against the other Party or
Master Landlord. Sublandlord and Subtenant waive any rights of recovery against the other for any
actually insured injury or loss including all amounts within any deductible or self-insured
retention amount applicable to any such insured injury or loss.





	12.	 	Surrender of Sublease Premises; Holding Over.






	 	(a)	 	As soon as its right to possession ends, Subtenant shall surrender the Sublease
Premises to Sublandlord in as good repair and condition as when Subtenant first
occupied, except for reasonable wear and tear and those improvements that Sublandlord
made to the Sublease Premises that were not otherwise acquired by Subtenant in
connection with this Sublease, or as otherwise consented to by the Master Landlord in
the consent. Subtenant will concurrently deliver to Sublandlord all keys to the
Sublease Premises, and restore any locks that it has changed to the system that existed
at the commencement of the Sublease Term. If possession is not immediately surrendered,
Sublandlord may enter upon and take possession of the Sublease Premises and expel or
remove Subtenant and any other person who may be occupying the Sublease Premises or any
part thereof.




11









 






	 	(b)	 	(b) At the expiration or termination of the Sublease Term, Sublandlord may
require the removal of any or all furniture, personal property and equipment from the
Sublease Premises, and the restoration of the Sublease Premises to its prior condition,
except for reasonable wear and tear, at Subtenant’s expense. All of Subtenant’s
furniture, personal property and equipment on or about the Sublease Premises, shall be
removed from the Sublease Premises by Subtenant at the expiration or termination of the
Sublease Term. All removals by Subtenant will be accomplished in a good and workmanlike
manner so as not to damage any portion of the Center, Building or the Master Lease
Premises and Subtenant will promptly repair and restore all damage done except for
normal wear and tear. If Subtenant does not so remove any property which it has the
right or duty to remove, Sublandlord may immediately either claim it as abandoned
property, or remove, store and dispose of it in any manner Sublandlord may choose, at
Subtenant’s cost and without liability to Subtenant or any other party.
	 
	 	(c)	 	As a condition to this Sublease and to facilitate Sublandlord’s performance of
its obligations under the Master Lease, Subtenant agrees that Sublandlord shall be
entitled to enter the Sublease Premises, upon two (2) business days’ advance notice to
Subtenant, at any time during the ten (10) days preceding the Sublease Expiration Date
for the purpose of making any repairs or modifications or removing any alterations or
other improvements required under the terms of the Master Lease to the extent the same
will not materially interfere with Subtenant’s continuous use of the Sublease Premises
for the purposes of conducting its business therein. Sublandlord’s right to enter the
Sublease Premises under this Paragraph 12(c) shall not be exclusive of any
other right of entry Sublandlord may have under the terms of this Sublease.
	 
	 	(d)	 	If Subtenant does not surrender the Sublease Premises as required and holds
over after its right to possession ends, Subtenant shall become a tenant at sufferance
only, at a monthly rental rate equal to the greater of (i) one hundred fifty percent
(150%) of the total Subtenant’s Rent payable in the last prior full month, or (ii) the
amount payable by Sublandlord as “Tenant” under the Master Lease as a result of such
holdover, without renewal, extension or expansion rights, and otherwise subject to the
terms, covenants and conditions herein specified, so far as applicable. Nothing other
than a fully executed written agreement of the Parties creates any other relationship.
Subtenant will be liable for Sublandlord’s loss, costs and damage from such holding
over, including, without limitation, those from Sublandlord’s delay in delivering
possession to other parties. These provisions are in addition to other rights of
Sublandlord hereunder and as provided by law.






	13.	 	Waiver and Indemnification.





          The provisions of the Master Lease relating to waiver of liability, waiver of subrogation and
indemnification shall apply to this Sublease as incorporated by Paragraph 10 hereof.




12









 









	14.	 	Hazardous Materials.






	 	(a)	 	The provisions of the Master Lease relating to Hazardous Materials shall apply
to this Sublease as incorporated by Paragraph 10. Notwithstanding anything in
this Sublease to the contrary, Subtenant shall have no liability or obligation
whatsoever for any Hazardous Materials located in, on or about the Center, Building or
Sublease Premises prior to the Sublease Commencement Date or that migrate onto the
property on which the Center is located or appear within the Center, Building, or
Sublease Premises, provided that neither Subtenant nor its employees, agents,
licensees, contractors or invitees was the cause or source of such Hazardous Materials.
	 
	 	(b)	 	To the extent required by law or for Subtenant’s use and occupancy of the
Building and Sublease Premises, Sublandlord shall cause, at its sole cost and expense,
any and all such Hazardous Materials discovered in, on or about the Building or
Sublease Premises to be removed or otherwise remediated.






	15.	 	Notices.





          In the event any notice from the Master Landlord or otherwise relating to this Sublease or the
Master Lease is delivered to, or is otherwise received by, Sublandlord, then Sublandlord shall, as
soon thereafter as possible, but in any event within forty-eight (48) hours, deliver such notice to
Subtenant if such notice is written or advise Subtenant thereof by telephone if such notice is
oral. All notices, demands, statements and other communications that may or are required to be
given by either Party to the other hereunder shall be in writing and shall be (i) personally
delivered to the address or addressee provided herein, or (ii) sent by certified mail, postage
prepaid and return receipt requested or (iii) delivered by a reputable messenger or overnight
courier service and, in any case, addressed as follows:




	 	 	 
	If to Sublandlord:

	 	Avanir Pharmaceuticals
	 

	 	c/o Chief Financial Officer
	 

	 	101 Enterprise, Suite 300
	 

	 	Aliso Viejo, CA 92656
	 

	 	Attention: Michael J. Puntoriero
	 
	With a copy to:

	 	Goodwin Procter LLP
	 

	 	4370 La Jolla Village Drive, Suite 400
	 

	 	San Diego, CA 92122
	 

	 	Fax: (858) 232-0349
	 

	 	Attention: Ryan Murr, Esq.
	 
	 	 
	If to Subtenant prior to the
Sublease Commencement Date:

	 	Halozyme, Inc. 

11588 Sorrento Valley Rd, Suite 17
	 

	 	San Diego, CA 92121
	 

	 	Fax: (858) 259-2539
	 

	 	Attention: Chief Financial Officer






13









 






	 	 	 
	If to Subtenant after the Sublease
Commencement Date

	 	Halozyme, Inc.


11388 Sorrento Valley Rd
	 

	 	San Diego, CA 92121
	 

	 	Fax: TBD
	 

	 	Attention: Chief Financial Officer
	 
	 	 
	With a copy to:

	 	Morrison & Foerster LLP
	 

	 	425 Market Street
	 

	 	San Francisco, CA 94105-2482
	 

	 	Fax: (415) 268-7522
	 

	 	Attention: Derek Boswell, Esq.





Any notice or document addressed to the Parties hereto at the respective addresses set forth on
this Sublease or at such other address as they may specify from time to time by written notice
delivered in accordance with this Paragraph 15 shall be considered delivered (w) in the
case of personal delivery, at the time of delivery or refusal to accept delivery; (x) on the third
day after deposit in the United States mail, certified mail, postage prepaid; (y) in the case of
reputable messenger or overnight courier service, upon delivery or refusal to accept delivery; or
(z) in the event of failure of delivery by reason of changed address of which no notice was
delivered or refusal to accept delivery, as of the date of such failure or refusal. If any such day
of delivery is not a business day, the notice or document will be considered delivered on the next
business day.





	16.	 	Security Deposit.





          Within one business day of the Effective Date, Subtenant shall provide Sublandlord with a
letter of credit for the full initial amount of the Security Deposit listed in Paragraph 1(b)
(the “Letter of Credit”). Such Letter of Credit shall be in a form and substance
reasonably acceptable to Sublandlord (with the form attached hereto as Exhibit “C” deemed
acceptable). The Letter of Credit shall have an original term of no less than one year with
provisions for extensions unless sixty (60) days prior notice is given to Sublandlord by the
issuing bank. Subtenant shall keep the Letter of Credit in force throughout the Sublease Term and
for sixty days after (i) the Sublease Expiration Date of the Sublease Term or (ii) the earlier
termination of the Sublease Term, except that if such earlier termination is based on Subtenant’s
default, Subtenant shall keep the Letter of Credit in force until sixty days after the date when
the Sublease Term would have expired had it not been earlier terminated. Subtenant shall deliver
to Sublandlord a renewal Letter of Credit no later than thirty days prior to the expiration date of
any Letter of Credit issued under this Paragraph 16, and if Subtenant fails to do so,
Sublandlord may draw the entire amount of the expiring Letter of Credit and hold the proceeds in
cash for the same purposes as the Letter of Credit. The Letter of Credit shall be issued by
Silicon Valley Bank (or other bank satisfactory to and approved in advance by Sublandlord). The
Letter of Credit shall be reduced to $300,000 on July 1, 2008.





	17.	 	Assignment and Subletting.





          Subject to the prior written consent of both Sublandlord (which shall not be unreasonably
withheld, conditioned or delayed) and Master Landlord, Subtenant shall have the same rights as
Sublandlord enjoys as Tenant under such portions of Section 18 of the Master Lease as are



14









 






incorporated herein, to assign this Sublease or sub-sublease the Sublease Premises. Except in
connection with a Permitted Transfer (as defined below), Sublandlord shall have the right to fifty
percent (50%) of all subrent or other consideration (net of Subtenant’s reasonable expenses in
connection with such assignment or sub sublease, including, without limitation, brokerage
commissions, legal costs, and tenant improvement costs or allowances) to be paid to Subtenant under
the terms of any assignment or sub sublease in excess of the total Subtenant’s Rent due hereunder.
Notwithstanding anything in this Sublease to the contrary, Subtenant may assign the Sublease or
sublet the Sublease Premises, or any portion thereof, without Sublandlord’s consent, to any entity
which controls, is controlled by, or is under common control with Subtenant; to any entity which
results from a merger of, reorganization of, or consolidation with Subtenant; to any entity which
acquires substantially all of the stock or assets of Subtenant, as a going concern, with respect to
the business that is being conducted in the Sublease Premises (hereinafter each a
“Permitted Transfer”). In addition, a sale or transfer of the majority capital stock of
Subtenant shall be deemed a Permitted Transfer if (1) such sale or transfer occurs in connection
with any bona fide financing or capitalization for the benefit of Subtenant, or (2) Subtenant is or
becomes a publicly traded corporation. Sublandlord shall have no right to terminate the Lease in
connection with, and shall have no right to any sums or other economic consideration resulting from
any Permitted Transfer.





	18.	 	Interest on Subtenant’s Obligations.





          Any Subtenant’s Rent or other charge, expense or other sum due from Subtenant to Sublandlord
under this Sublease which is not paid on the date due, shall bear interest from the date such
payment is due until paid (computed on the basis of a 365-day-year) at the lesser of (a) the
maximum lawful rate per annum or (b) twelve percent (12%) per annum. The payment of such interest
shall not excuse or cure a default by Subtenant hereunder.





	19.	 	Authority.





          By delivering this Sublease, each Party hereby represents and warrants to the other that such
execution and delivery has been duly authorized by all necessary corporate or partnership action
and that the person(s) executing same have been duly authorized to do so.





	20.	 	Signage and Access.





          Subject to Master Landlord’s approval, Subtenant shall have the right to install signage at
the Center, Building and Sublease Premises, at its sole cost and expense, subject to, and in
compliance with, the provisions of the Master Lease. In addition, subject to Master Landlord’s
approval, Subtenant shall have the right, at its sole cost and expense, to install signage that is
visible from Sorrento Valley Road, subject to the provisions of the Master Lease. At its cost,
Subtenant shall remove any such signage at the expiration of the Sublease Term and repair any
damage caused thereby.





	21.	 	Commissions.





          Sublandlord has entered into certain listing agreements with Grubb & Ellis/BRE Commercial,
pursuant to which Sublandlord shall pay any commission payable in connection



15









 






with this Sublease. Sublandlord hereby represents and warrants to Subtenant, and Subtenant
hereby represents and warrants to Subtenant, that no other broker or finder has been engaged by it,
respectively, in connection with any of the transactions contemplated by this Sublease or to its
knowledge is in any way connected with any such transactions. In the event of any other claims for
brokers’ or finders’ fees or commissions in connection with the negotiation, execution or
consummation of this Sublease, then Subtenant shall indemnify, save harmless and defend Sublandlord
from and against such claims if they shall be based upon any statement, representation or agreement
by Subtenant, and Sublandlord shall indemnify, save harmless and defend Subtenant from and against
such claims if they shall be based upon any statement, representation or agreement by Sublandlord.





	22.	 	Captions.





          The captions in this Sublease are used for convenience and reference only and are not to be
taken as part of this Sublease or to be used in determining the intent of the Parties or otherwise
interpreting this Sublease.





	23.	 	Successors and Assigns.





          Subject to the restrictions on assignment set forth in this Sublease and the Master Lease,
this Sublease shall be binding upon and inure to the benefit of Sublandlord and Subtenant and their
respective successors and assigns.





	24.	 	Parking.





          Subtenant shall have the non-exclusive right to use all parking areas available to Sublandlord
under the Master Lease.





	25.	 	Master Landlord Consent.





          This Sublease shall not become effective and shall not be deemed to be an offer to sublease or
create any rights or obligations between Subtenant or Sublandlord unless and until Sublandlord and
Subtenant have executed and delivered the same, and Master Landlord has executed and delivered a
consent to this Sublease in the form attached hereto as Exhibit D, with such changes as may
reasonably be accepted by Subtenant and Sublandlord as long as Master Landlord does not change the
non-disturbance language of paragraph 4 of the consent set forth in Exhibit D. Subtenant
shall use commercially reasonable efforts to obtain the consent of Master Landlord promptly
following mutual execution hereon. If no such consent to this Sublease is given by Master Landlord
within thirty (30) days after the delivery of a copy of the fully executed Sublease to Master
Landlord, then either Sublandlord or Subtenant shall have the right, by written notice to the
other, to terminate this Sublease at any time prior to such consent from Master Landlord being
given. By delivering this Sublease, each Party hereby represents and warrants to the other that
such execution and delivery has been duly authorized by all necessary corporate or partnership
action and that the person(s) executing same have been duly authorized to do so.




16









 








          In the event the Master Lease is terminated prior to the expiration of the Sublease Term,
whether as a result of a voluntary termination by Sublandlord or a default on the part of
Sublandlord, this Sublease shall, upon notice from Master Landlord to Subtenant, remain in full
force and effect as a direct lease between Subtenant and Master Landlord (in which event Subtenant
shall attorn to Master Landlord).





	26.	 	Financial Statements.





          Subtenant represents, warrants and covenants that any financial statements heretofore
furnished to Sublandlord, in connection with this Sublease, are accurate and are not materially
misleading.





	27.	 	Parent Guaranty.





          Concurrent with the execution of this Sublease, Parent covenants and agrees to execute a
guaranty substantially in the form attached hereto as Exhibit E.





	28.	 	Miscellaneous.






	 	(a)	 	Time is of the essence of each and every term of this Sublease.
	 
	 	(b)	 	Subtenant waives any right it may now or hereafter have (i) for exemption of
property from liability for debt or for distress for rent or (ii) relating to notice or
delay in levy of execution in case of eviction for nonpayment of rent.
	 
	 	(c)	 	If there is more than one party constituting Subtenant, their obligations are
joint and several, and Sublandlord need not first proceed against all of them before
proceeding against any or all of the others.
	 
	 	(d)	 	Subtenant acquires no rights by implication from this Sublease, and is not a
beneficiary of any past, current or future agreements between Sublandlord and third
parties.
	 
	 	(e)	 	California law governs this Sublease. Neither Party may record this Sublease or
a copy or memorandum thereof. Submission of this Sublease to Subtenant is not an offer,
and Subtenant will have no rights hereunder until each Party executes a counterpart and
delivers it to the other Party.
	 
	 	(f)	 	This Sublease cannot be changed or terminated orally. All informal
understandings and agreements, representation or warranties heretofore made between the
Parties are merged in this Sublease, which alone fully and completely expresses the
agreement between Sublandlord and Subtenant as to the subleasing of the Sublease
Premises.
	 
	 	(g)	 	Each and every indemnification obligation set forth in this Sublease, or
incorporated into this Sublease from the Master Lease, shall survive the expiration or
earlier termination of the term of this Sublease.




17









 






	 	(h)	 	If, for any reason, any suit be initiated between Sublandlord and Subtenant to
interpret or enforce any provision of this Sublease, the prevailing Party shall be
entitled to recover from the other Party its legal costs, expert witness expenses, and
reasonable attorneys’ fees, as fixed by the court.
	 
	 	(i)	 	The Parties mutually acknowledge that this Sublease has been negotiated at
arm’s length. The provisions of this Sublease shall be deemed to have been drafted by
all of the Parties and this Sublease shall not be interpreted or constructed against
any Party solely by virtue of the fact that such Party or its counsel was responsible
for its preparation.
	 
	 	(j)	 	This Sublease may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one instrument.





[Remainder of page intentionally blank]




18









 





          IN WITNESS WHEREOF, this Sublease has been executed as of the day and year first above
written.




          “SUBLANDLORD”:




	 	 	 	 	 
	AVANIR PHARMACEUTICALS, 

a California corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Michael J. Puntoriero	 	 
	 

	 	 	 	 
	Name:

	 	Michael J. Puntoriero	 	 
	Title:

	 	CFO	 	 
	 
	 	 	 	 
	“SUBTENANT”:	 	 
	 
	 	 	 	 
	HALOZYME, INC.,

 a California corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jonathan Lim	 	 
	 

	 	 	 	 
	Name:

	 	Jonathan Lim	 	 
	Title:

	 	President and CEO	 	 
	 
	 	 	 	 
	The undersigned “Parent” has executed this Sublease for the purpose of affirming its
obligation under Section 28.
	 
	 	 	 	 
	“PARENT”:	 	 
	HALOZYME THERAPEUTICS, INC.,


a Nevada corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Jonathan Lim	 	 
	 

	 	 	 	 
	Name:

	 	Jonathan Lim	 	 
	Title:

	 	President and CEO	 	 







19









 








EXHIBIT A




MASTER LEASE





A-1









 








EXHIBIT B




FLOOR PLAN OF SUBLEASE PREMISES









B-1









 










B-2









 





EXHIBIT C




FORM OF LETTER OF CREDIT




BENEFICIARY:

AVANIR PHARMACEUTICALS,

CORPORATE HEADQUARTERS

101 ENTERPRISE, SUITE

ALISO VIEJO, CA 92656




AS “SUBLANDLORD”




APPLICANT:

HALOZYME, INC.

11588 SORRENTO VALLEY ROAD, SUITE 17

SAN DIEGO, CA 92121




AS “SUBTENANT”




	 	 	 
	AMOUNT:

	 	US $400,000.00 (FOUR HUNDRED THOUSAND AND NO/100 U.S.)
	DOLLARS)
	 	 






EXPIRATION DATE:                     ___, 20___




	 	 	 
	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 WITH INSTRUCTIONS IN BRACKETS THEREIN COMPLIED WITH:






	 	A)	 	“THE AMOUNT DRAWN PER THE ACCOMPANYING SIGHT DRAFT IS DUE TO
SUBLANDLORD UNDER THAT CERTAIN SUBLEASE AGREEMENT DATED [INSERT DATE] BY
AND BETWEEN HALOZYME, INC. AS SUBTENANT, AND BENEFICIARY, AS SUBLANDLORD
BECAUSE SUBTENANT




C-1









 






	 	 	 	OWES SUCH AMOUNTS AS A DRAW UPON SUBTENANT’S SECURITY DEPOSIT AS DEFINED IN
SECTION 17 THEREUNDER.”




OR





	 	B)	 	“SUBLANDLORD HAS NOT RECEIVED AN AMENDMENT EXTENDING THE
EXPIRATION DATE OF SILICON VALLEY BANK IRREVOCABLE STANDBY LETTER OF CREDIT
NO. SVBSF___ FOR AN ADDITIIONAL ONE (1) YEAR PERIOD OR AN ACCEPTABLE
LETTER OF CREDIT IN REPLACEMENT AND SUBLANDLORD IS THUS ENTITLED TO DRAW
UPON THE BALANCE OF THIS LETTER OF CREDIT.”





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



PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED. IN THE EVENT BENEFICIARY ELECTS TO DRAW UPON THIS
LETTER OF CREDIT FOR LESS THAN THE FULL STATED AMOUNT HEREOF, THE AMOUNT AVAILABLE UNDER THIS
LETTER OF CREDIT WILL BE REDUCED BY THE AMOUNT OF ANY PARTIAL DRAWINGS HEREUNDER.




          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.




          WE AGREE THAT WE SHALL HAVE NO DUTY OR RIGHT TO INQUIRE AS TO THE BASIS UPON WHICH BENEFICIARY
HAS DETERMINED THAT THE AMOUNT IS DUE AND OWING OR HAS DETERMINED TO PRESENT TO US ANY DRAFT UNDER
THIS LETTER OF CREDIT, AND THE PRESENTATION OF SUCH DRAFT IN STRICT COMPLIANCE WITH THE TERMS AND
CONDITIONS OF THIS LETTER OF CREDIT, SHALL AUTOMATICALLY RESULT IN PAYMENT TO THE BENEFICIARY.




          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:




C-2









 








	 	 	 
	EFFECTIVE DATE(S)	 	NEW AGGREGATE AMOUNT(S)
	JULY 1, 2008
	 	US$300,000.00
	[INSERT DATE]
	 	US$250,000.00
	[INSERT DATE]
	 	US$200,000.00
	[INSERT DATE]
	 	US$150,000.00
	[INSERT DATE]
	 	US$100,000.00
	[INSERT DATE]
	 	US$50,000.00






          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.



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 BY US, THE ISSUING BANK, 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.




C-3









 







THE CORRECTNESS OF THE SIGNATURE AND TITLE OF THE PERSON SIGNING THE TRANSFER FORM MUST BE VERIFIED
BY BENEFICIARY’S BANK. BENEFICIARY SHALL 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 WEEKDAY OTHER THAN A BANK HOLIDAY (I.E. A HOLIDAY
OBSERVED BY THE FEDERAL RESERVE SYSTEM OR OTHERWISE GENERALLY OBSERVED BY BANKS IN SANTA CLARA).
NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THE UCP (AS HEREINAFTER DEFINED), IF THE
EXPIRATION DATE OR THE FINAL EXPIRATION DATE IS 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.




C-4









 








          THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS
(1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NO. 500, (THE “UCP”).




SILICON VALLEY BANK,




	 	 	 
	(FOR BANK USE ONLY)

	 	(FOR BANK USE ONLY)
	 

	 	 
	AUTHORIZED SIGNATURE

	 	          AUTHORIZED SIGNATURE







C-5











 





EXHIBIT “A”




          (i) 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

SANTA CLARA, CA 95054
	 	 	 	[INSERT NAME OF BENEFICIARY]	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 

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.




C-6









 








EXHIBIT “B”




  DATE:



	 	 	 
	TO:

	 	SILICON VALLEY BANK
	 
	 	 
	 

	 	3003 TASMAN DRIVE
	 
	 	 
	 

	 	SANTA CLARA, CA 95054
	 
	 	 
	 

	 	ATTENTION: GLOBAL FINANCIAL SERVICES
	 
	 	 
	RE:

	 	SILICON VALLEY BANK, SANTA CLARA, CALIFORNIA
	 
	 	 
	 

	 	IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF                    
	 
	 	 
	 

	 	DATED
                    
             ,
20                     AMOUNT: US$                    .






     GENTLEMEN:



     FOR VALUE RECEIVED, THE UNDERSIGNED BEING A DULY AUTHORIZED REPRESENTATIVE OR OFFICER OF THE
BENEFICIARY (“BENEFICIARY”) HEREBY IRREVOCABLY TRANSFERS TO:



 






(NAME OF TRANSFEREE)



  





(ADDRESS)




     (“TRANSFEREE”) ALL RIGHTS OF THE 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 DIRECTLY
TO THE TRANSFEREE WITHOUT NECESSITY OF ANY CONSENT OF OR NOTICE TO THE UNDERSIGNED BENEFICIARY.



C-7









 





     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)









C-8









 





EXHIBIT D




CONSENT TO SUBLEASE AGREEMENT




     THIS CONSENT TO SUBLEASE AGREEMENT (“Consent” or “Agreement”), dated for reference purposes
only July ___, 2007, is made by and among BC SORRENTO, LLC, a California limited liability company
(“Landlord”), AVANIR PHARMACEUTICALS, a California corporation (“Tenant”), and HALOZYME, INC., a
California corporation (“Subtenant”), with reference to the following facts:



RECITALS




     A. Landlord and Tenant have entered into that certain Standard Industrial Net Lease dated
March 20, 2000, as amended (the “Lease”), a copy of which is attached as Exhibit A, for the lease
of certain premises currently consisting of 27,575 rentable square feet (the “Premises”) as more
particularly described in the Lease, located at 11388 Sorrento Valley Road, San Diego, California
92121.



     B. Tenant and Subtenant desire to enter into that certain sublease of the Premises (the
“Sublease”), a copy of which is attached hereto as Exhibit B, for Subtenant’s use and occupancy of
the entire Premises for the remainder of the term of the Lease.



     C. Landlord has agreed to consent to the Sublease subject to the terms and conditions of this
Agreement.



     D. Landlord, Tenant and Subtenant desire to enter into certain other agreements concerning the
Lease and the Sublease as set forth herein.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:



     1. Consent.



          (a) Landlord hereby consents to the subletting of the Premises by Tenant to Subtenant pursuant
to the Sublease, subject to and upon the terms and conditions stated in this Agreement. Except as
may be expressly set forth herein, nothing contained in this Consent shall (i) operate as a consent
to or approval or ratification by Landlord of any of the provisions of the Sublease or as a
representation or warranty by Landlord, and Landlord shall not be bound or estopped in any way by
the provisions of the Sublease, nor (ii) be construed to waive any present or future breach or
default on the part of Tenant under the Lease.




          (b) The Sublease shall in all respects be subject and subordinate to the terms and conditions
of the Lease. In the event of any inconsistency or conflict between the terms of this Consent and
any of the terms of the Sublease or the Lease, the terms and conditions of this Consent shall
prevail. No merger shall result from the Sublease, any surrender of the Lease, nor



 








 






any mutual cancellation of the Lease, and in any of such events, subject to the provisions of
Section 5 below, Landlord may either terminate the Sublease or succeed to the interest of Tenant or
any other person therein.




          (c) Tenant shall remain primarily liable to pay the rent and all other amounts payable by
Tenant under the Lease and to perform all other obligations of Tenant under the Lease, except as
otherwise expressly set forth herein. If Subtenant or any of its successors or assigns causes a
default under the Lease, Landlord may proceed directly against Tenant without pursuing any remedies
whatsoever against Subtenant or any other person.




     2. Future Transfers.



          (a) Landlord may consent to subsequent subleases by Subtenant or any other person without
notifying Tenant or obtaining its consent, and no such action shall relieve Tenant of its primary
liability and obligations under the Lease and this Consent. This Consent applies only to the
specific Sublease described herein, and neither the execution hereof by Landlord, nor the
acceptance of rent by Landlord from any other person, including Subtenant, shall constitute a
consent to any subsequent sublease or a waiver of any of Landlord’s rights hereunder or under the
Lease.




          (b) Notwithstanding the foregoing, so long as no event of default has occurred under the
Lease, Subtenant may assign the Sublease or sublet the Premises, or any portion thereof, without
Tenant’s or Landlord’s consent, to any entity which controls, is controlled by, or is under common
control with Subtenant; to any entity which results from a merger of, reorganization of, or
consolidation with Subtenant; to any entity which acquires substantially all of the stock or assets
of Subtenant, as a going concern, with respect to the business that is being conducted in the
Sublease Premises (hereinafter each a “Permitted Transfer”). In addition, a sale or transfer of
the majority capital stock of Subtenant shall be deemed a Permitted Transfer if (1) such sale or
transfer occurs in connection with any bona fide financing or capitalization for the benefit of
Subtenant, or (2) Subtenant is or becomes a publicly traded corporation. Tenant shall have no
right to terminate the Sublease, and Landlord shall have no right to terminate the Lease, in
connection with, and shall have no right to any sums or other economic consideration resulting
from, any Permitted Transfer.




     3. Condition of Premises.



          (a) Tenant acknowledges its responsibilities under the Lease to remove and remediate any and
all contamination and other effects arising from the use of radioactive materials in the Premises.
Such responsibilities include, without limitation, the filing of a Certificate of Disposition of
Materials with the California Department of Health Services (the “Department of Health Services”)
[this issue is still under review by Avanir](the “Closure Certificate”). Tenant agrees to pursue
the final acceptance of its Closure Certificate with commercially reasonable diligence following
the date hereof, and to obtain such final acceptance as soon as practicable. Notwithstanding
anything set forth in the Lease, Tenant agrees that no portion of its security deposit (including
any letter of credit) shall be returned to Tenant until the Closure Certificate is accepted as
final by the Department of Health Services, and if the Closure



2









 






Certificate is not accepted by the
end of the term of the Lease, Landlord shall have the right to
draw upon the amount of the letter of credit and hold the cash proceeds of such draw until the
Closure Certificate is obtained. Landlord agrees to return the original letter of credit to Tenant
promptly upon submission of written proof by the Tenant that the Closure Certificate has been
accepted as final by the Department of Health. A true and correct copy of the Closure Certificate
is attached as Exhibit C.




          (b) Section 20.2 of the Lease provides that certain fixtures and other items of personal
property that are integrated into the Premises are not to be removed by Tenant at the end of the
term of the Lease, and that certain other items are removable at the end of the term of the Lease
by Tenant. However, Landlord, Subtenant and Tenant acknowledge that Landlord and Subtenant have
entered into an agreement for the lease of the Premises following the end of the term of the Lease
and that significant opportunity for confusion may exist at the end of that subsequent lease as to
what fixtures and other such personal property are to remain in the Premises and which may be
removed by Tenant or Subtenant. In order to avoid such confusion, Landlord, Subtenant and Tenant
agree to conduct a coordinated inspection of the Premises as soon as reasonably practicable after
the execution of this Agreement and to mutually develop and agree upon a list of the existing items
in the Premises that are not to be removed at the end of the term of either the Lease or such
subsequent lease. Such meetings, inspection and mutual agreement shall occur on or before August
1, 2007.




          (c) Notwithstanding Section 3(b) above or any provision in the Lease or the Sublease to the
contrary, (i) Landlord agrees that it has no ownership interest in the furniture, fixtures and
equipment listed on Exhibit C to the Sublease or the emergency power generator (including all
monitoring, connecting and operating equipment and parts) currently servicing the Premises and
further agrees that Tenant may remove or transfer the same in its discretion, (ii) Subtenant shall
not be required to remove or restore at the expiration of the Sublease term or otherwise, any
alterations or improvements made to the Sublease Premises prior to the date of this Consent, and
(iii) Subtenant shall retain ownership of all of its fixtures, machinery, equipment, and other
items of personal property and may remove the same from the Premises provided such removal can be
accomplished (and is accomplished) without material physical damage to the Building or material
impairment of the operation thereof.




          (d) Landlord acknowledges and agrees to accept the Exit Assessment specified in Section 14.8
of the Lease which Tenant has provided or will provide to Subtenant in connection with the Sublease
(the “Sublease Exit Assessment”). The Sublease Exit Assessment will satisfy Tenant’s obligation to
provide an Exit Assessment to the Landlord under Section 14.8 of the Lease. Notwithstanding
anything to the contrary contained in the Lease, Tenant’s obligation to provide any further Exit
Assessments is and will be extinguished when the Sublease Exit Assessment is provided to Subtenant
and Landlord. Tenant will remain responsible for the implementation of any recommended actions
contained in the Sublease Exit Assessment. This provision does not affect Subtenant’s obligation
to procure, issue and implement the recommendations of an Exit Assessment at the end of the Lease
Term, if required pursuant to the terms of the Lease.




     4. Status of the Lease.



3









 





          (a) Tenant agrees that the Lease is in full force and effect and that there are no breaches or
defaults thereunder on the part of Landlord, nor does any condition exist that, with the passage of
time or the giving of notice or both, would constitute such a breach or default on the part of
Landlord under the Lease.




          (b) Landlord and Tenant agree that attached hereto as Exhibit B is a true, correct and
complete copy of the Lease, and that the Lease represents the entire agreement between Landlord and
Tenant governing the leasing relationship between Landlord and Tenant with respect to the Premises.
Subtenant acknowledges and agrees that it is has received and reviewed the Lease and is not
relying on any other document, instrument or agreement as governing the leasing relationship or the
occupancy of the Premises.




          (c) Landlord agrees that the Lease is in full force and effect and that no Event of Default
under the Lease on the part of Tenant has occurred and is continuing, and to Landlord’s actual
knowledge without investigation, no condition exists that with the passage of time or the giving of
notice or both, including the execution of the Sublease and the performance of the duties and
obligations thereunder, would constitute an Event of Default on the part of Tenant under the Lease.




          (d) Except as may be specifically set forth in the Lease or otherwise agreed in writing,
Landlord has no obligation to renew or extend the term of the Lease, has made no representations,
express or implied regarding the same nor is Landlord under any duty to offer to rent the Premises
or any other space to Tenant at such expiration. Subtenant takes the Lease with full knowledge
that the Lease term may not be extended or renewed at the time of expiration.




     5. New Lease.



          (a) If the Lease terminates for any reason, then within ten (10) business days following any
such termination, Landlord shall offer to lease the Premises to Subtenant for the remaining term of
the Lease at the same rent and on the same terms and conditions as set forth in the Lease,
commencing concurrently with the termination of the Lease. Subtenant shall have five (5) business
days after receipt of such offer within which to unconditionally accept the same. If Subtenant
fails to unconditionally accept Landlord’s offer to enter into such replacement lease by the end of
such five (5) business day period, then Landlord shall nevertheless have the right to require
Subtenant to enter into a replacement lease agreement with Landlord, effective as of the date of
termination of the Lease, for the remaining term of the Sublease on the terms and conditions of the
Sublease, and such of the terms of the Lease as are not inconsistent with the Sublease. In the
event Subtenant does not exercise its right to lease the Premises on the same terms and conditions
as set forth in the Lease and Landlord does not exercise its right to require Subtenant to enter
into a replacement lease agreement with Landlord, then the Sublease shall terminate at the end of
such five (5) business day period.




     6. Notices. All notices required by this Agreement shall be in writing, shall be
effective upon receipt or upon refusal of delivery, and shall be delivered by (i) hand, (ii)
certified mail, return receipt requested (iii) overnight courier service, or (iv) facsimile,
addressed to the other party as follows, or at such address or facsimile number as to which such
party from time



4









 




to time may give proper notice to the other party. Notices shall be deemed to have
been received: if hand delivered, when so delivered or when such delivery is refused; five days
after deposit as certified mail; on the date scheduled for delivery if sent by courier; and on the
date shown on the report generated by the sending machine if sent by facsimile.




	 	 	 	 	 
	 

	 	To Landlord:
	 	BC Sorrento, LLC
	 

	 	 	 	505 Lomas Santa Fe, Suite 100
	 

	 	 	 	Solana Beach, CA 92075
	 

	 	 	 	Attention: Mr. William R. Beckman
	 
	 	 	 	 
	 

	 	To Tenant:
	 	Prior to the Effective Date:
	 

	 	 	 	101 Enterprise Suite 300
	 

	 	 	 	Aliso Viejo CA 92656
	 

	 	 	 	Attn: Mr. Michael J. Puntoriero
	 
	 	 	 	 
	 

	 	 	 	After the Effective Date:
	 

	 	 	 	101 Enterprise Suite 300
	 

	 	 	 	Aliso Viejo CA 92656
	 

	 	 	 	Attn: Mr. Michael J. Puntoriero
	 
	 	 	 	 
	 

	 	To Subtenant:
	 	Prior to the Effective Date:
	 

	 	 	 	11588 Sorrento Valley Rd., Suite 17
	 

	 	 	 	San Diego, California 92121
	 

	 	 	 	Attention: Chief Financial Officer
	 
	 	 	 	 
	 

	 	 	 	After the Effective Date:
	 

	 	 	 	11388 Sorrento Valley Rd., Suite 17
	 

	 	 	 	San Diego, California 92121
	 

	 	 	 	Attention: Chief Financial Officer






     7. Miscellaneous.



          (a) The reference to “Avanir Pharmaceuticals” in Section 14.2 of the Lease, for so long as the
Sublease is in existence, shall be deemed to refer to Halozyme, Inc. for purposes of the Premises.




          (b) This Agreement will be governed and construed in accordance with the laws of the State of
California, regardless of the choice of law provisions of California or any other jurisdiction.




          (c) No alteration, amendment or modification of or to this Agreement shall be effective unless
it is made in writing and signed on behalf of each of the parties to this Agreement.



5









 







          (d) This Agreement may be executed in any number of counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same document.




          (e) This Agreement constitutes the entire agreement between the parties pertaining to the
subject matter contained in it and supersedes all prior and contemporaneous agreements,
representations, and understandings of the parties. No representation, warranty, promise,
inducement or statement of intention has been made by either party which is not embodied in this
Agreement.




          (f) In any action between the parties hereto seeking enforcement of any of the terms and
provisions of this Agreement, the prevailing party in such action shall be entitled to have and to
recover from the other party its reasonable attorneys’ fees and other reasonable expenses in
connection with such action or proceeding, in addition to its recoverable court costs.




          (g) Nothing in this Agreement is intended to create any rights by persons not a party to this
Agreement and no other party will be construed to be a third party beneficiary of this Agreement or
otherwise have any legal or equitable rights under it.




          (h) Time is of the essence in this Agreement.




          (i) If any part of this Agreement is held by a court to be illegal, invalid, or unenforceable,
the remainder of this Agreement will remain in full force and effect and will be interpreted to
achieve, to the greatest extent possible, the objectives of this Agreement taken as a whole,
including the illegal, invalid or unenforceable provision.




     IN WITNESS WHEREOF, this Consent to Sublease Agreement is executed as of the date first above
written.



	 	 	 	 	 	 	 
	 	 	LANDLORD:	 	 
	 
	 	 	 	 	 	 
	 	 	BC SORRENTO, LLC, a California limited
	 	 	liability company	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





6









 






	 	 	 	 	 	 	 
	 	 	TENANT:	 	 
	 
	 	 	 	 	 	 
	 	 	AVANIR PHARMACEUTICALS, INC., a	 	 
	 	 	Delaware corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 	 	Name: Michael J. Puntoriero	 	 
	 	 	Title: Chief Financial Officer	 	 
	 
	 	 	 	 	 	 
	 	 	SUBTENANT:	 	 
	 
	 	 	 	 	 	 
	 	 	HALOZYME, INC., a California corporation
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 
	 

	 	 	 	 	 	 





7









 





EXHIBIT “A”




LEASE




D-8









 





EXHIBIT “B”




SUBLEASE AGREEMENT




D-9









 





EXHIBIT “C”




CLOSURE CERTIFICATE




D-10









 





EXHIBIT E




GUARANTY




     THIS GUARANTY OF LEASE (“Guaranty”) is made as of July ___, 2007, by HALOZYME THERAPEUTICS,
INC., a Nevada corporation (“Guarantor”), in favor of AVANIR PHARMACEUTICALS, a California
corporation (“Lessor”), in connection with that certain Sublease dated July ___, 2007 (the
“Lease”), pursuant to which Lessor leases to HALOZYME, INC., a California corporation (“Lessee”),
approximately 21,184 square feet of office space, located at 11404 Sorrento Valley Road, San Diego,
California (the “Premises”). As a material inducement to and in consideration of Lessor’s entering
into the Lease, Lessor having indicated that it would not enter into the Lease without the
execution of this Guaranty, Guarantor does hereby agree with Lessor as follows:



     (i) Guarantor does hereby unconditionally guarantee, without deduction by reason of set off,
defense or counterclaim, as a primary obligor and not as a surety, and promises to perform and be
liable for any and all obligations and liabilities of Lessee under the terms of the Lease,
including without implied limitation the Lessee’s obligation to pay such rents, charges, costs and
impositions as are set forth in the Lease. Guarantor further agrees to defend with counsel
acceptable to Lessor, and to indemnify, defend, and save Lessor harmless from and against any and
all loss, cost, damage or liability arising out of any breach by Lessee of any of the terms,
conditions and covenants of the Lease, or out of any breach of warranty or misrepresentation made
by Lessee under or in connection with the Lease, including reasonable attorneys’ fees and any other
costs incurred by Lessor in connection therewith.



     (ii) The undertakings contained in this Guaranty shall be the personal liability of Guarantor.
Guarantor acknowledges that after any default by Lessee in the performance of any term, condition
or covenant of the Lease, the liability of Guarantor under this Guaranty shall be primary and that,
in the enforcement of its rights, Lessor shall be entitled to look to Guarantor for the performance
of the obligations of Lessee which Guarantor has guaranteed, without first commencing any action or
proceedings against Lessee, and likewise, enforcement of Lessor’s rights against Lessee shall not
impair the right of Lessor to enforce this Guaranty, and any such action by Lessor shall not
operate as a release of the liability of Guarantor under this Guaranty. The liability of Guarantor
under this Guaranty is a guaranty of payment and performance and not of collectibility, is not
conditional upon the pursuit by Lessor of any remedies which it now has or may hereafter have with
respect thereto under the Lease, at law, in equity or otherwise, and will not be diminished or
affected by a claim by Lessee that the Lease was not duly executed and delivered by Lessee or that
the execution, delivery and performance of the Lease was not duly authorized or that the Lease when
executed by Lessee was not the legal, valid and binding obligation of Lessee or not generally
enforceable against Lessee. Except as otherwise expressly provided herein, the obligations of the
Guarantor shall be absolute and unconditional and shall remain in full force and effect until all
amounts due pursuant to the Lease have been paid in full and all of Lessee’s obligations thereunder
have been performed in full.



     (iii) If Lessee shall at any time default in the performance or observance of any of the
terms, covenants or conditions in the Lease on Lessee’s part to be kept performed or observed,
Guarantor will keep, perform and observe same, as the case may be, in the place and stead of
Lessee.



     (iv) The obligations of Guarantor hereunder shall not be released by Lessor’s receipt,
application or release of any security given for the performance and observance of any covenant or
condition in the Lease on Lessee’s part to be performed or observed, regardless of whether
Guarantor consents thereto or receives notice thereof.



     (v) The liability of Guarantor hereunder shall in no way be affected by (a) the release or
discharge of Lessee or any other party or the release of Lessee in any creditor’s receivership,
bankruptcy or other proceeding; (b) the impairment, limitation or modification of the liability of
Lessee or the estate of Lessee in bankruptcy, or of any remedy for the enforcement of Lessee’s
liability under the Lease resulting from the operation of any present or future provision of the
Bankruptcy Code or other statute or from the decision in any court; (c) the rejection of the Lease
in any such proceedings; (d) the assignment or transfer of the Lease by Lessee; (e) any disability
of Lessee;



E-1









 




(f) the cessation from any cause other than as provided under the Lease whatsoever of the
liability of Lessee; (g) the exercise by Lessor of any of its rights or remedies reserved under the
Lease or by law; or (h) any termination of the Lease. As used herein, “Bankruptcy Code” means
Title 11 of the U.S. Code, as applicable, or any similar federal or state laws for the relief of
debtors, each as hereafter amended.




     (vi) Guarantor agrees that none of its obligations and no right against Guarantor hereunder
shall in any way be discharged, impaired, or otherwise affected by any extension of time by Lessor
for, or by any partial or complete waiver by Lessor of the performance or failure by Lessor to
enforce of any of Lessee’s obligations under the Lease, or by any other alteration, amendment,
assignment, expansion, extension or modification by Lessor in or to the Lease, or by any release or
waiver by Lessor of any term, covenant or condition of the Lease, or by any delay by Lessor in the
enforcement of or waiver of any rights against Lessee, Guarantor or any other person or entity
under the Lease; provided, however, that to the extent Lessee’s obligations under the Lease are
reduced as a result of the foregoing, Guarantor’s obligations under this Guaranty shall likewise be
reduced. Without limitation, Guarantor agrees that the Premises may be subleased or the Lease may
be altered, amended, assigned, expanded, extended or modified from time to time on such terms and
provisions as may be satisfactory to Lessor without notice to or further assent by Guarantor, and
Guarantor hereby waives notice of acceptance of this Guaranty, notice of any obligations guaranteed
hereby or of any action taken or omitted in reliance hereon, and notice of any defaults of Lessee
under the Lease and waives presentment, diligence, demand for payment or performance, protest,
notice of dishonor, nonpayment or nonperformance of any such obligations, suit or taking of other
action by Lessor against, and any other notice to, any party liable thereon and waives suretyship
defenses generally, other than full and timely payment and performance of all obligations hereby
guaranteed, and Guarantor agrees to cause Lessee to preserve the enforceability of all instruments
hereby guaranteed, as modified with Lessor’s consent, and not to cause Lessee to take any act or
make any omission which might be the basis for a claim that Guarantor has any defense to
Guarantor’s obligations hereunder, exclusive only of the defense that Lessee has fully and timely
paid and performed all obligations hereby guaranteed. No insolvency, bankruptcy, liquidation
proceeding or dissolution affecting Lessee or Guarantor shall affect, impair or be a defense to
this Guaranty. The liability of the Guarantor hereunder is primary and, except as otherwise set
forth herein, unconditional and, except as otherwise set forth herein shall not be subject to any
offset, defense or counterclaim of Guarantor. This is a continuing guaranty. Guarantor waives any
other circumstance whatsoever that might otherwise constitute a legal or equitable discharge,
release of defense of a guarantor or surety, or that might otherwise limit recourse against
Guarantor, except and to the extent that Lessee is released from its obligations under the Lease
other than in the context of a bankruptcy of Lessee or a claim by Lessee that the Lease was
unenforceable against Lessee as of the date of its execution. Moreover, Guarantor agrees that its
obligations shall not be affected by any circumstances which constitute a legal or equitable
discharge of a guarantor or surety, except and to the extent that Lessee is released from its
obligations under the Lease (other than in the context of a bankruptcy of Lessee or a claim by
Lessee that the Lease was unenforceable against Lessee as of the date of its execution).



     (vii) Guarantor represents that this Guaranty and the Lease, as originally delivered and as
modified, amended or supplemented, have been duly authorized and are the legal, valid and binding
obligations of Guarantor and Lessee, enforceable in accordance with their respective terms.



     (viii) Without in any manner limiting the generality of the foregoing, Guarantor hereby waives
the benefits of the provisions of Sections 2809, 2810, 2847 and 2848 of the California Civil Code
and any similar or analogous statutes of California or any other jurisdiction and all principles or
provisions of law or equity which conflict with the terms of this Guaranty. In addition, without
limiting the generality of the foregoing, Guarantor hereby expressly waives any and all benefits
under California Civil Code Sections 2815, 2819, 2845, 2849 and 2850 and the second sentence of CC
Section 2822(a). In addition, each Guarantor agrees that Lessor (not Lessee or any other person or
entity) shall have the sole right to designate the portion of Lessee’s obligations under the Lease
that is satisfied by a partial payment by Lessee. Notwithstanding anything to the contrary
contained herein, other than with respect to the potential duplication of enforcement costs, in no
event shall Guarantor’s liability under this Guaranty exceed the liability which Guarantor would
have incurred (in the absence of a creditor’s receivership, bankruptcy or other proceeding
involving Guarantor or its assignee) if Guarantor had entered into the Lease.



     (ix) Guarantor further agrees that it may be joined in any action against Lessee in connection
with the obligations of Lessee under the Lease and recovery may be had against Guarantor in any
such action. Lessor may



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enforce the obligations of Guarantor hereunder without first taking any action whatsoever
against Lessee or its successors and assigns, or pursue any other remedy or apply any security it
may hold.




     (x) Guarantor: (a) subordinates any right of subrogation it may have against Lessee to the
obligations of Lessee under, arising out of or related to the Lease or Lessee’s use or occupancy of
the Premises (as defined in the Lease); and (b) until all of Lessee’s obligations under the Lease
are fully performed, unconditionally and irrevocably subordinates any liability or indebtedness of
Lessee now or hereafter held by Guarantor to the obligations of Lessee under, arising out of or
related to the Lease or Lessee’s use of the Premises. Furthermore, from and after the occurrence
of any Event of Default (as defined in the Lease), Guarantor agrees that any payment on account of
any indebtedness from Lessee to Guarantor during such time shall be held in trust for Lessor.



     (xi) The liability of Guarantor and all rights, powers and remedies of Lessor hereunder and
under any other agreement now or at any time hereafter in force between Lessor and Guarantor
relating to the Lease shall be cumulative and not alternative and such rights, powers and remedies
shall be in addition to all rights, powers and remedies given to Lessor by law.



     (xii) This Guaranty applies to, inures to the benefit of and binds all parties hereto, and
their successors and assigns. This Guaranty may be assigned by Lessor voluntarily or by operation
of law.



     (xiii) If Lessor desires to sell, finance or refinance the Premises, or any part thereof,
Guarantor hereby agrees to execute such reasonable documentation as shall be required by Lessor
re-affirming Guarantor’s obligations under this Guaranty.



     (xiv) Notwithstanding any modification, discharge or extension of the guaranteed obligations
or any amendment, modification, stay or cure of Lessor’s rights which may occur in any bankruptcy
or reorganization case or proceeding concerning Lessee, whether permanent or temporary, and whether
or not assented to by Lessor, Guarantor hereby agrees that it shall be obligated hereunder to pay
and perform the guaranteed obligations and discharge its other obligations in accordance with the
terms of the guaranteed obligations and the terms of this Guaranty. Guarantor understands and
acknowledges that by virtue of this Guaranty, it has specifically assumed any and all risks of a
bankruptcy or reorganization case or proceeding with respect to Lessee. Without in any way
limiting the generality of the foregoing, any subsequent modification of the guaranteed obligations
in any reorganization case concerning Lessee shall not affect the obligation of Guarantor to pay
and perform the guaranteed obligations in accordance with their original terms. If Lessor is
required to pay, return or restore to Lessee or any other person any amounts previously paid on
account of any of the guaranteed obligations because of any bankruptcy or other voluntary or
involuntary proceeding involving Lessee, in or out of court, for the adjustment of debtor-creditor
relationships, or because of any stop notice or any other reason, the obligations of Guarantor
shall be reinstated and revived, and the rights of Lessor shall continue, with respect to such
amounts, all as though they had never been paid to Lessor.



     (xv) This Guaranty shall constitute the entire agreement between Guarantor and the Lessor with
respect to the subject matter hereof. No provision of this Guaranty or right of Lessor hereunder
may be waived nor may any guarantor be released from any obligation hereunder except by a writing
duly executed by an authorized officer of Lessor.



     (xvi) When the context and construction so requires, all words used in the singular herein
shall be deemed to have been used in the plural. The word “person” as used herein shall include an
individual, company, firm, association, partnership, corporation, trust or other legal entity of
any kind whatsoever.



     (xvii) Should any one or more provisions of this Guaranty be determined to be illegal or
unenforceable, all other provisions shall nevertheless be effective.



     (xviii) Guarantor represents that the person signing below is duly authorized to execute this
Guaranty on behalf of Guarantor and to bind Guarantor hereby.



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     (xix) The waiver or failure to enforce any provision of this Guaranty shall not operate as a
waiver of any other breach of such provision or any other provisions hereof.



     (xx) If either party hereto participates in an action against the other party arising out of
or in connection with this Guaranty, the prevailing party shall be entitled to have and recover
from the other party reasonable attorneys’ fees, collection costs and other costs incurred in and
in preparation for the action.



     (xxi) Guarantor agrees that this Guaranty shall be governed by and construed in accordance
with the laws of the State of California.



     (xxii) The term “Lessor” whenever used herein refers to and means the Lessor in the foregoing
Lease specifically named and also any assignee of said Lessor, whether by outright assignment or by
assignment for security, and also any successor to the interest of said Lessor or of any assignee
of such Lease or any part thereof whether by assignment or otherwise. The term “Lessee” whenever
used herein refers to and means the Lessee in the foregoing Lease specifically named and also any
assignee of said Lessee or assignee of such Lease or any part thereof, whether by assignment or
otherwise.



     (xxiii) Any notice or other communication to be given under this Agreement by either party to
the other will be in writing and delivered personally or mailed by certified mail, postage prepaid
and return receipt requested, or delivered by an express overnight delivery service, charges
prepaid, or transmitted by facsimile, as follows:



	 	 	 	 	 	 	 	 	 
	 	 	If to Lessor:	 	Avanir Pharmaceuticals, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	     With copies to:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	If to Guarantor:	 	Halozyme Therapeutics, Inc.	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	     With a copy to:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 

	 	 	 	Attention:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





     Any address or name specified above may be changed by a notice given by the addressee to the
other party in accordance with this numbered paragraph. Any notice will be deemed given and
effective (i) if given by personal



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delivery, as of the date of delivery in person; or (ii) if given by mail, upon receipt as set
forth on the return receipt; or (iii) if given by overnight courier, one (1) business day after
timely deposit with the courier; or (iv) if given by facsimile, upon receipt of the appropriate
confirmation of transmission by facsimile. The inability to deliver because of a changed address
of which no notice was given of the rejection or other refusal to accept any notice will be deemed
to be the receipt of the notice as of the date of such inability to deliver or the rejection or
refusal to accept.




     (xxiv) Waiver of Jury Trial. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM BROUGHT BY ANY PARTY(IES) AGAINST ANY OTHER PARTY(IES) ON ANY MATTER
ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS GUARANTY OR THE RELATIONSHIP OF THE PARTIES
CREATED HEREUNDER (EACH A “DISPUTE” AND COLLECTIVELY, THE “DISPUTES”).



     (xxv) Consent to Judicial Reference. If and to the extent that paragraph (xxv)
immediately above is determined by a court of competent jurisdiction to be unenforceable or is
otherwise not applied by any such court, each of Landlord and Tenant hereby consents and agrees
that (a) any and all Disputes shall be heard by a referee in accordance with the general reference
provisions of California Code of Civil Procedure Section 638, sitting without a jury in the County
of Los Angeles, California, (b) such referee shall hear and determine all of the issues in any
Dispute (whether of fact or of law), including issues pertaining to a “provisional remedy” as
defined in California Code of Civil Procedure Section 1281.8, including without limitation,
entering restraining orders, entering temporary restraining orders, issuing temporary and permanent
injunctions and appointing receivers, and shall report a statement of decision; provided that, if
during the course of any Dispute, any party desires to seek such a “provisional remedy” at a time
when a referee has not yet been appointed or is otherwise unavailable to hear the request for such
provisional remedy, then such party may apply to the Los Angeles County Superior Court for such
provisional relief, and (c) pursuant to California Code of Civil Procedure Section 644(a), judgment
may be entered upon the decision of such referee in the same manner as if the Dispute had been
tried directly by a court. The parties shall use their respective commercially reasonable and good
faith efforts to agree upon and select such referee, provided that such referee must be a retired
California state or federal judge, and further provided that if the parties cannot agree upon a
referee, the referee shall be appointed by the Presiding Judge of the Los Angeles County Superior
Court. Each party hereto acknowledges that this consent and agreement is a material inducement to
consummate the transactions contemplated hereby and by the Lease, and that each will continue to be
bound by and to rely on this consent and agreement in their related future dealings. The parties
shall share the cost of the referee and reference proceedings equally; provided
that, the referee may award attorneys’ fees and reimbursement of the referee and reference
proceeding fees and costs to the prevailing party, whereupon all referee and reference proceeding
fees and charges will be payable by the non-prevailing party (as so determined by the referee).
Each party hereto further warrants and represents that it has reviewed this consent and agreement
with legal counsel of its own choosing, or has had an opportunity to do so, and that it knowingly
and voluntarily gives this consent and enters into this agreement having had the opportunity to
consult with legal counsel. This consent and agreement is irrevocable, meaning that it may not be
modified either orally or in writing unless agreed to by Lessor, and this consent and agreement
shall apply to any subsequent amendments, renewals, supplements, or modifications to this Guaranty
or any other agreement or document entered into between the parties in connection with this
Guaranty. In the event of litigation, this Agreement may be filed as evidence of either or both
parties’ consent and agreement to have any and all Disputes heard and determined by a referee under
California Code of Civil Procedure Section 638.



     (xxvi) This Guaranty is solely for the benefit of Lessor and its successors and assigns and is
not intended to nor shall it be deemed to be for the benefit of any third party, including, without
limitation, Lessee.



     (xxvii) Guarantor shall have no right to assign its obligations under this Guaranty without
obtaining Lessor’s prior written consent which consent may be granted or withheld in Lessor’s sole
and absolute discretion. For purposes of this Guaranty, the following shall not constitute an
assignment necessitating Lessor’s consent (but Guarantor shall notify Lessor of the same): (a) a
change in Guarantor’s name, type of entity and/or state of domicile; and (b) a merger or similar
transaction in which the surviving entity purchases all or substantially all of Guarantor’s stock
and/or assets; provided, however, that the resulting entity in either (a) or (b) shall remain bound
by this Guaranty and will upon request, reaffirm and ratify the obligations of Guarantor under this
Guaranty.



E-5









 





     (xxviii) Guarantor hereby consents to the exclusive jurisdiction and venue of any state or
federal court located within Los Angeles County, State of California in any suit, action or
proceeding brought under or arising out of this Guaranty (and further agrees not to assert or claim
that such venue is inconvenient or otherwise inappropriate or unsuitable).



     IN WITNESS WHEREOF, Guarantor has executed this Guaranty as of the date first above written.



	 	 	 	 	 	 	 	 	 
	 	 	“Guarantor”	 	 	 	 
	 
	 	 	HALOZYME THERAPEUTICS, INC.,	 	 
	 	 	a Nevada corporation	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Title:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 
	 	 	 	 	 	 	 	 
	 

	 	By:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Name:	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	     Title:	 	 	 	 
	 

	 	 	 	 	 	 	 	 





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EXHIBIT F




ADDITIONAL OPERATING COSTS
 




Locksmith services




Security services




Central Monitoring Services




Armed Response services




Alarm Company & 1118722 (MAINTENANCE ACCESS) & 1118721 (CAMERA MAINTENANCE)




Drain Service




Air filtration repair and maintenance




Air handlers and chiller maintenance services




HVAC Vendor Services




HVAC MAINTENANCE AND REPAIR




EMERGENCY POWER SYSTEMS maintenance and repair




CONSULTING — FACILITY MAINTENANCE




HVAC PM — 11388 SV Rd




HVAC PM — 11404, 11408 SV Rd




Licenses and Permits




Signs




Hardware Supplies




Vendor for automated controls




Maintenance Supplies




FIRE EXTINGUISHER INSPECTION




Sound Diverters




HEALTH & SAFETY CONSULTING SVC




Guard Svcs 11388 Sorrento




DATA/SHREDDED&DESTROYED





F-1









 






Janitorial Services




WATER TREATMENT PROGRAM




San Diego Police Department services






F-2