exv10w32






Exhibit 10.32




***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




First Amendment to Lease




     This First Amendment to Lease (this “Amendment”) is entered into as of December 10, 2008,
between DMH Campus Investors, LLC, a Delaware limited liability company (“Landlord”), and
Neurocrine Biosciences, Inc., a Delaware corporation (“Tenant”), who agree that the Lease
entered into between Landlord and Tenant as of December 4, 2007 (the “Lease”), is amended as
follows. All initially capitalized terms used but not otherwise defined in this Agreement have the
meanings ascribed to them in the Lease.



     1. Recitals. Tenant no longer requires for its business purposes the portion of the
Premises commonly known as the building at 12790 El Camino Real (the “Front Building”). (The
building at 12780 El Camino Real (the “Rear Building”) and the Front Building are referred to as
the “Buildings.”) Tenant has requested that Landlord cooperate with and assist Tenant in reducing
its long-term costs and obligations under the Lease in the manner contemplated by this Amendment,
which includes Landlord’s renovation of the Property in a manner that facilitates multiple tenants
at the Property and the establishment of a mechanism for releasing some of the space from the
Premises.



     2. Landlord’s Marketing Assistance. At Tenant’s sole cost, Landlord shall reasonably
cooperate with and assist Tenant in connection with Tenant’s attempts to obtain appropriate
subtenants or replacement tenants for premises in the Front Building. Such cooperation and
assistance does not, however, in any way modify or otherwise affect Landlord’s rights and Tenant’s
responsibilities with respect to the Lease, including any of the provisions under Article 10 of the
Lease relating to assignment or subletting. Tenant authorizes Landlord to market space within the
Front Building for lease, conditioned on Tenant’s consent to the lease in accordance with this
Amendment and Tenant is solely responsible for all leasing commissions incurred in connection with
any resulting leases, including any Approved Leases, as defined in Section 3 below. Landlord is
and shall be a third-party beneficiary of all listing, marketing, and other contracts with Tenant
relating to the Front Building. Promptly after receipt or development, Tenant shall provide
Landlord with all information and correspondence that Tenant or its agent develops or receives
relating to the marketing or potential subleasing or leasing of any part of the Front Building
(e.g., copies of all letters of intent or sublease proposals). Tenant acknowledges and agrees that
Landlord shall not have any liability by reason of any assistance provided by Landlord, and all of
Landlord’s acts and omissions, in connection with the potential re-leasing or subleasing of the
Front Building shall not impose any liability on Landlord.



          Tenant shall defend, indemnify, and hold harmless Landlord and the Indemnitees from all
claims, losses, damages, costs and expenses (including attorneys’ fees and costs), and leasing
commissions in any way arising out of the acts or omissions of Landlord or its Indemnitees in
connection with the marketing, listing, negotiation, or
ultimate leasing or subleasing of any portion of the Front Building (but excluding any breaches by
Landlord under any direct leases between Landlord and a tenant under an Approved Lease in the Front
Building arising after the Approved Lease is executed or any grossly negligent acts or grossly
negligent omissions of Landlord). Tenant additionally



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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2



releases Landlord from any claims on account of the foregoing. Tenant additionally acknowledges
that Landlord and its owners and affiliates own other real estate projects (including the Adjacent
Parcel) that are competitive with the Front Building and Tenant agrees that Landlord is under no
obligation to give preference or advantage to the Front Building over any competing project owned
or controlled by Landlord or any of its affiliates.




     3. Approved Replacement Leases. If Landlord and Tenant agree (as determined in their
sole and absolute discretion) to the material terms of a lease between Landlord and a specific
tenant (a “New Tenant”) for rentable space within the Front Building (or the expansion of the
premises leased by a tenant of the Front Building), Landlord and Tenant shall acknowledge in
writing (by email or otherwise) the material terms of the proposed lease (as it may be amended by
Landlord and Tenant, an “Approved Term Sheet”). Landlord may, but is not obligated to, enter into
a direct lease with the New Tenant (or its affiliate) substantially in accordance with the Approved
Term Sheet (an “Approved Lease”). Landlord may make any changes to the Approved Term Sheet or
Approved Lease without Tenant’s consent, so long as the changes do not materially affect Tenant’s
rights or obligations with respect to the Release Fee, TI Costs, or rent reduction resulting from
the Approved Lease, as calculated in accordance with this Article 3. Concurrent with the full
execution of each Approved Lease, the Premises will no longer include the premises leased to the
New Tenant under the Approved Lease (the applicable “Released Space”).



     In connection with each Approved Lease, the Monthly Rental and Tenant’s Pro Rata Share will be
reduced and Tenant shall pay the Release Fee and TI Costs, as more fully described below:




     a. Release Fee. Within ten days after the full execution of an Approved
Lease, Tenant shall pay Landlord a fee as additional rent (the “Release Fee”) in an amount
equal to the sum of (x) all legal and consulting fees and costs incurred by Landlord in
connection with the Approved Lease, plus (y) the present value (applying a [...***...]
annual discount rate) of (i) the difference between [...***...] and [...***...] for the
remainder of the Term on account of [...***...] minus [...***...] for the same period
(taking into account any [...***...] under the Approved Lease), plus (ii) the estimated
[...***...] that would have been paid or payable by Tenant under the Lease if [...***...]
minus [...***...], as reasonably determined by Landlord. If the Release Fee determined
under this paragraph for any Approved Lease is a negative number, then such amount will be
credited to the Project Renovation Costs and the parties will re-amortize such credit into
the remaining period of the Clause (b) Rent; but, if the Clause (b) Rent is exhausted, the
excess credit will be divided by the number of full months remaining in the Term and Basic
Monthly Rent will be reduced by such monthly amount.




     b. TI Costs. Tenant shall pay for all costs (the “TI Costs”) associated with improving the
Released Space as contemplated by the Approved Lease, including all costs and fees of contractors
and their costs of work, overhead and profit, all planning, design, architectural, engineering,
consulting, construction, permitting, segregation, utility segregation, connection and “tap-in”
fees and costs, signage



*** Confidential Treatment Requested





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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





(including removal and installation of building signage
and monument signage), as well as all other fees and costs incurred by Landlord in having plans
reviewed and having the improvements inspected, tested and operational (whether incurred before or
after substantial completion of the improvements), tenant improvement allowances, moving
allowances, plus construction management and coordination fees to Landlord or its affiliated agent
equal to the sum of (i) the product of [...***...] multiplied by the number of rentable square feet
of the Released Space, plus (ii) [...***...] of all the foregoing costs related to the TI Work (and
TI Costs will include no other fees to Landlord). If an Approved Lease provides for a specific
tenant improvement allowance above which all TI Costs are the obligation of the New Tenant and the
amount of the specific tenant improvement allowance was agreed to by Tenant (a “TIA Lease”), then
Tenant will have no approval rights in connection with the TI Costs incurred in connection with the
TIA Lease. Other than for TIA Leases, except for those changes that Landlord must accept under the
Approved Lease and for changes necessary or appropriate to make the build-out of the Released Space
feasible (including those arising out of field conditions or permitting requirements), no change
may be made to any space plans that are part of the Approved Term Sheet or Approved Lease or to a
construction contract that increases the TI Costs without Tenant’s approval (which approval may not
unreasonably be withheld, conditioned or delayed), but Tenant may not disapprove of any changes to
a space plan to the extent such disapproval is inconsistent with the provisions of an Approved Term
Sheet. Tenant’s failure, within five business days after its receipt of a space plan change, bid
or change order, to disapprove of the plan change, bid, or change order (which disapproval must be
in writing, including an explanation of the basis of such disapproval and a proposal for an
alternative solution), is deemed Tenant’s approval. After the full execution of an Approved Lease
and within ten business days after Landlord’s request, Tenant shall deposit with Landlord an amount
equal to Landlord’s reasonable estimate of the TI Costs for such Approved Lease (or, with respect
to a TIA Lease, the amount equal to the specific tenant allowance) (each individually and
collectively, the “TI Deposit”). The TI Deposit will be held by Landlord in a separate account
earmarked for construction of improvements for Approved Leases only, and Tenant will receive
monthly statements identifying all disbursements from such account. If, at any time, Landlord
reasonably determines that the actual TI Costs exceed or will exceed the amount previously
anticipated (except with respect to a TIA Lease), Tenant shall add such difference to the TI
Deposit within 10 days after Landlord’s notice of such determination. As soon as reasonably
possible after the work is completed, Landlord shall provide Tenant with a reasonably detailed
written statement of the actual TI Costs (“Actual TI Cost Statement”) and Landlord shall provide
Tenant with any supporting documentation reasonably requested by Tenant. To the extent the actual
TI Costs exceed the sum of the TI Deposit (except with respect to a TIA Lease), Tenant shall pay
such amount to Landlord within ten days after receipt of the Actual TI Cost Statement. To the
extent the TI Deposit exceeds the actual TI Costs (or, with respect to a TIA Lease, the specific
tenant allowance), Landlord shall reimburse Tenant such amount within 10 days after issuance of the
Actual TI Cost Statement. Except for TIA Leases, Tenant will be permitted to (a) attend all
construction



*** Confidential Treatment Requested





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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





meetings for the tenant improvements for Approved Leases; and (b) conduct an audit of the
construction records relating to the TI Costs for an Approved Lease within 30 days after
the Actual TI Cost Statement is delivered to Tenant, which audit will be at Tenant’s sole
cost and expense unless the audit reveals and overcharge to Tenant of more than 5.0% of the
Actual TI Cost Statement amount (in which event such audit shall be at Landlord’s sole cost
and expense).




     c. Rent Reduction. Despite the fact that the Released Space is automatically
removed from the Premises on execution of the Approved Lease, the adjustment to rentable
square feet of the Premises on account of the Released Space for purposes of Monthly Rental
and Tenant’s Pro Rata Share will not be effective until the “Commencement Date” under the
Approved Lease (the “Rent Reduction Date”). Effective as of the Rent Reduction Date, the
Premises square footage will be reduced for purposes of Monthly Rental and Tenant’s Pro
Rata Share to exclude the Released Space and Monthly Rent and Tenant’s Pro Rata Share will
be automatically recalculated to reflect the reduced square footage of the Premises.
Nevertheless, if and when any rent is received by Landlord under the Approved Lease on
account of the period preceding the applicable Rent Reduction Date, it will be credited
towards Tenant’s Monthly Rental.



     4. [Intentionally Omitted].



     5. Project Renovation Work.




     a. The Multi-Tenancy and Rotunda Work. Landlord shall construct a new lobby
entryway, new pass-through lobby, new finishes, new lobby stairway, fill in penetrations at
second and third floors, demolish first floor improvements, install glass at first floor
seminar room and other exterior locations, and perform other work related to the conversion
of the Front Building to multi-tenancy as shown on the plans and specifications listed on
the attached Exhibits 1 and 1A (collectively, the “Multi-Tenancy Work”). Landlord also
shall install common amenities, including new locker rooms, fitness area, deli/server,
dining area and associated improvements generally as depicted on the plans attached as
Exhibit 2 (collectively, the “Rotunda Work”) and perform site work to remove loading area
and install a sport court and landscaping as generally depicted on the attached Exhibit 3
(the “Sport Court Work”). The Rotunda Work will likely be completed in two phases.




     b. Project Renovation Costs. Landlord shall use good faith efforts to minimize the cost of
the Multi-Tenancy Work, Rotunda Work, and Sport Court Work (collectively, the “Project Renovation
Work”), and in connection therewith, the work will be bid to at least three general contractors
(including all of the following: DPR, Burger Construction, and Johnson & Jennings). Within five
days after receiving the bids and Landlord’s recommendation of
which general contractor to retain, Tenant may select which of the general contractors with
qualified bids (as determined by Landlord) that Landlord will retain for the Project Renovation
Work. Tenant’s failure to give written notice of its selection to Landlord will be deemed



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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





selection of the general contractor recommended by Landlord. The current estimate for
the cost of the Project Renovation Work is attached as Exhibit 4. Landlord and Tenant
shall work together in good faith and use commercially reasonable efforts to keep the costs
of the Project Renovation Work from exceeding $5.5 million (but in no event is either this
sentence or the estimate of Exhibit 4 to be construed as capping the Project Renovation
Work at any particular amount). For purposes of this Amendment, “Project Renovation Costs”
mean all costs of the Project Renovation Work, including all costs and fees of contractors
and their costs of work, overhead and profit, all planning, design, architectural,
engineering, consulting, construction, permitting, segregation, utility segregation,
connection and “tap-in” fees and costs, as well as all other fees and costs incurred by
Landlord in having plans reviewed and having the Project Renovation Work inspected, tested
and operational (whether incurred before or after the date of this Amendment or substantial
completion of the Project Renovation Work) and an overhead fee to Landlord or its
affiliated agent of 3.0% of all costs related to the Project Renovation Work (and Project
Renovation Costs will include no other fees to Landlord); provided, however, without
Tenant’s consent, the Project Renovation Costs may not include costs to perform work
unrelated to the Project Renovation Work that is not contemplated by the attached Exhibits
1, 1A, 2, and 3; and provided further that only one-half of the costs of the Sport Court
Work will be included in Project Renovation Costs. Tenant will be permitted to attend all
construction meetings relative to the Project Renovation Work.




     c. No Liability of Tenant. If any Project Renovation Work or tenant
improvement work in the Front Building is conducted in Tenant’s Premises, Tenant will have
no responsibility or liability for such work, including as to its quality or any damages
resulting from the work. Landlord shall indemnify, hold harmless and defend Tenant against
all claims arising out of such work, except for those arising out of the actions of Tenant
or a Tenant Invitee.




     d. Project Renovation Contribution. On January 31, 2009, Tenant shall pay
Landlord immediately available funds in the amount of $1 million (the “Project Renovation
Contribution”). Landlord shall use the Project Renovation Contribution to pay the first $1
million of Project Renovation Costs.



     6. Monthly Rental. Effective as of October 1, 2008, the first sentence of Section 4.1
of the Lease is replaced in its entirety with the following:




“Tenant shall pay to Landlord the initial monthly amount of the following sum, subject to
adjustment pursuant to any other express provisions of this Lease (as amended): (a) the product of
$2.928 multiplied by the number of rentable square feet of the Premises
(currently 216,057 rentable square feet, but subject to reduction pursuant to Section 3.c. of the
First Amendment to this Lease); plus (b) the monthly payment that would be necessary to amortize
the Project Renovation Costs (minus the Project Renovation Contribution) over 48 months at 8.25%
annual interest (“Clause (b) Rent”). Project Renovation Costs initially will be calculated based on



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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





Landlord’s best estimate and then reconciled within 30 days after completion of the Project
Renovation Work by a credit for any over payments made or by amortization of any
underpayment over the remaining period of Clause (b) Rent. The current estimate of monthly
payments under Clause (b) Rent is $108,000 per month. Clause (b) Rent automatically
terminates after 48 full payments of Monthly Rental that include Clause (b) Rent are paid
under this Lease (subject to the adjustments provided elsewhere in this Lease, as amended).
The annual adjustment to Monthly Rental under Section 4.2 of this Lease applies only to the
rent described in clause (a) above.”


Solely for purposes of the foregoing calculation of Monthly Rental, the rentable square feet of the
Premises will be deemed to include all Released Space until the Rent Reduction Date.




     7. Security Deposit Reduction. So long as Tenant is not then in default under the
Lease, after all Clause (b) Rent has been paid in full for the entire 48-month period contemplated
under Section 6 above, Tenant may reduce the amount of the Security Deposit required under the
first sentence of Section 4.7 of the Lease to an amount equal to nine times the then applicable
Monthly Rental under the Lease. This paragraph is not intended to have any effect on Tenant’s
obligations under Section 4.7(b) of the Lease, including Tenant’s obligation to provide the
Additional Security or the amount of the Additional Security.



     8. Food Service Outlet and Amphitheater. Landlord is contemplating construction of a food
service outlet and fitness center as part of the Rotunda Work, subject to, among other things,
governmental and other use restrictions and Landlord’s investor and lender approvals. Landlord has
no obligation to construct a cafeteria or fitness center and may construct other common facilities
or rentable facilities in the rotunda. If Landlord constructs a cafeteria, Landlord shall use
commercially reasonable efforts to retain food-service operators at the cafeteria reasonably
acceptable to tenants of the Project for breakfast and lunch service, but Landlord (or its
affiliate providing such services) may discontinue food service, if such food service operations
fail to be economically self-sufficient. Neither Landlord nor its affiliate is obligated to
subsidize such service; provided, however, if a subsidy is necessary for food service operations to
continue to be made available to occupants of the Project and Landlord voluntarily elects to pay
such subsidy, the first 36 months of the subsidy will be included in Project Expenses under the
Lease (provided that the subsidy included in Project Expenses shall in no event exceed $4,000 per
month (as increased by inflation based on the Consumer Price Index — All Urban Consumers [Los
Angeles — All Items] published by the U.S. Department of Labor’s Bureau of Labor Statistics), of
which Tenant will be responsible only for its Pro Rata Share). Scheduling of use of the cafeteria
when no food service is operating will be managed by Landlord’s property manager in accordance with
reasonable rules and regulations, on a first-come, first-served reservation basis, with time and
availability of use equitably allocated among the tenants of the Project in proportion with their
respective Pro Rata Shares. Section 7.5 of the
Lease is deleted. Scheduling of use of the outdoor Amphitheatre will be managed by Landlord’s
property manager in accordance with reasonable rules and regulations, on a first-come, first-served
reservation basis, with time and availability of use equitably allocated among the tenants of the
Project in proportion with their respective Pro Rata Shares.



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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2



Landlord and Tenant acknowledge that the location of the Amphitheatre is such that noise
originating from the Amphitheatre is easily heard inside the Premises. Consequently, before
scheduling use of the Amphitheatre for a period during normal business hours for use by a tenant
other than Tenant, which use is expected to generate excessive noise, Landlord shall first obtain
Tenant’s consent to such use and scheduling (which consent may not be unreasonably withheld,
conditioned or delayed); provided, however, use of the Amphitheatre by patrons of the food service
outlet during normal operating hours of the food service outlet does not require Tenant’s consent.




     9. Multi-Tenant Changes.




     a. Definitional Changes. Each of the terms “Property” and “Project” now means
the Land, the Buildings and the Appurtenant Rights. The definition of “Premises” is
changed to mean the inside of the Rear Building and the portions within the Front Building
that, after completion of the Project Renovation Work, are intended for lease and occupancy
as tenant space. As a result of the Project Renovation Work and conversion of the Property
as a multi-tenant project, the rentable square feet of the Project will be about 216,057.
Landlord shall cause the Project and Premises to be re-measured within 90 days after
completion of the Project Renovation Work and cause the Premises (or the applicable
Released Space) to be re-measured within 90 days after the Rent Reduction Date (and
paragraph C.4 of Exhibit C to the Lease (as repeated on the attached Exhibit 5) governs any
dispute between Tenant and Landlord regarding any such re-measurement). Tenant
acknowledges that the Common Area, for purposes of BOMA Standard calculations, includes,
but is not limited to, the common conferencing facilities/seminar rooms, locker rooms,
restrooms, fitness area, deli/server area, dining area and associated improvements, central
plant, common lobbies, corridors, building offices, common passageways, common electrical
and mechanical rooms or areas, electrical and mechanical rooms and areas serving common
area or more than one premises, common vestibules, common receiving or receiving servicing
common areas, building or project storage, and other areas or features serving common
purposes within the Property.




     b. Incorporation of Multi-Tenant Provisions. The following paragraphs of
Exhibit C to the Lease are incorporated into the Lease and supersede the conflicting
provisions of the Lease: C.1 (except for the definitions of “Premises” and “Project”), C.4
(excluding the third sentence, which begins “The load factor for . . .”), C.7 (but with the
phrase “Project Cost under Article 21” replaced with “Project Renovation Cost”), and C.8.
For convenience, these incorporated provisions, as revised in accordance with the preceding
sentence, are included on the attached Exhibit 5.




     c. Maintenance. The references in Section 8.1 of the Lease to Tenant
maintaining and repairing (and maintaining service agreements relative to) the elevators,
central plant, exterior air handlers and other HVAC elements, life safety systems and other
Building Systems “serving the Premises” is modified to mean only those serving the Premises
in the Rear Building.



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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





     d. Parking. The first sentence of Section 7.3 of the Lease is replaced with
the following: “Tenant is entitled to 2.5 parking spaces per 1,000 useable square feet of
the Premises, as the Premises are modified from time to time, including Tenant’s Pro Rata
Share of visitors and handicap spaces (“Tenant’s Parking Spaces”). Included in Tenant’s
Parking Spaces are all of the subterranean parking spaces in the garage under the Rear
Building, with the balance of such spaces being outdoor surface parking. Until the
Expiration Date or earlier termination of this Lease, including any Renewal Terms, at no
additional fee or rent, Tenant is entitled to use Tenant’s Parking Spaces within the common
parking area at the Project, some or all of which may be assigned by Landlord to Tenant.
Neither Tenant nor Tenant’s Invitees may use: (a) the subterranean parking spaces in the
garage under the Front Building; or (b) any other parking area within the Project, except
for Tenant’s Parking Spaces and the driveways leading to them. Landlord may charge tenants
of the Project for parking on the Project and may otherwise regulate parking in common
parking facilities (but Tenant and Tenant’s Invitees will be entitled to free parking as to
Tenant’s Parking Spaces).” The final sentence of Section 9.5 is replaced with the
following: “In the event of a Taking of all or a portion of the parking area and Landlord
is unable to promptly provide Tenant with suitable replacement of Tenant’s Parking Spaces,
Monthly Rental shall be reduced on an equitable basis, taking into account the relative
value of the parking spaces taken unless Landlord provides reasonable on-site alternative,
or reasonable proximate (with shuttle service) parking arrangements.”




     e. Signage. Tenant is not entitled to any signage on or in the Front Building
or anywhere in the Common Area, except that Tenant will be entitled to retain its current
signage on the existing monument sign on the Property. The second sentence of Section 7.2
of the Lease is replaced with the following: “Tenant shall have the exclusive right to
maintain all existing signage located on the monument sign and the Rear Building, and,
subject to the previous sentence, to affix any additional items reasonably approved by
Landlord on the Rear Building, at its sole cost and expense in accordance with all
Applicable Laws (as defined in Section 7.4 of this Lease), and shall maintain such
items in good condition and repair during the Term; but, in no event shall Tenant be
permitted to affix upon the Rear Building any third party Signage, other than business
identification Signage of subtenants (provided such Signage rights are reasonably approved
by Landlord in accordance with Article 10) and Permitted Assignees who occupy
material portions of the Premises.”




     f. Land Use Approval Costs. Landlord (and its affiliate that owns the Adjacent Parcel)
shall use commercially reasonable good faith efforts (and Tenant shall cooperate in good faith
with such efforts) to obtain authorization from the City of San Diego allowing for the Rear
Building and the proposed Building 3 to be used (and, in the case of Building 3, to be constructed)
for multi-tenant office occupancy. (Tenant and Landlord acknowledge that the City of San Diego
issued a letter indicating that the Front Building is permitted to be used for multi-tenant
purposes



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Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2





as the result of the transfer of certain A.D.T.’s from the proposed Building 3 site.)
Within ten days after invoice from Landlord, Tenant shall reimburse Landlord for one-half
of all costs incurred by Landlord in performing under the preceding sentence (“Entitlement
Costs”), including those relating to traffic studies, design studies, architect and
engineer charges, consulting and legal fees, City of San Diego fees and charges and any
other governmental charges, any costs for traffic or other mitigation, any on-site or
off-site traffic circulation work required as a condition to such land use entitlement
change, and any other related costs. The Entitlement Costs to be incurred and shared by
Landlord and Tenant may not exceed $500,000 without the mutual written consent of Landlord
and Tenant. The reference to the proposed Building 3 is for a building of approximately
92,500 rentable square feet.



     10. Adjacent Parcel. If a building is constructed on the Adjacent Parcel: (a) the
following provisions of Exhibit C to the Lease will not apply: the definition of “Premises” in
Paragraph C.1, Paragraphs C.2 and C.3, the third sentence of Paragraph C.4 (“The load factor . . .
Building 3.”), C.5, C.6, and C.7; and (b) the following will automatically be added to Section 7.3
of the Lease: “All subterranean parking constructed under Building 3 will be for the exclusive use
of the tenants of Building 3. Tenant acknowledges that the nature and configuration of the parking
area and driveway circulation will change as the result of the development of the Project and that
tenants of the Adjacent Parcel may be parking on the Property and Tenant may be parking on the
Adjacent Parcel; provided that nothing herein will reduce the number of Tenant’s Parking Spaces as
defined in Section 9.d. of the First Amendment to this Lease.”



     11. Termination of Purchase Options. Article 21 of the Lease is deleted in its
entirety. Tenant shall immediately execute, in recordable form: (a) a termination of all option
rights under the Lease in form and substance reasonably prescribed by Landlord, and (b) at
Landlord’s request, from time to time, a quitclaim deed as to all Released Space.



     12. Change of Tenant’s Notice Address. Tenant’s notice address under Article 18 of
the Lease is changed from the address of the Front Building to the address of the Rear Building.



     13. Miscellaneous. All of Tenant’s payment obligations under this Amendment constitute
Additional Rental under the Lease. Without prior notice or consent from Tenant or any other
restriction, Landlord may enter the Premises in the Front Building at any time in furtherance of
the goals of the parties contemplated by this Amendment. The following phrase at the end of the
first paragraph of Section 19.2 of the Lease “or (b) Tenant assigns or subleases more than 50% of
the rentable square feet of the Premises other than to a Permitted Assignee” is replaced with “or
(b) Tenant and its Permitted Assignees no longer occupy all of the rentable square feet of the Rear
Building.” The following phrase in Section 2.2(e) of the Lease “or (c) Tenant assigns or subleases
more than 50% of the rentable square
feet of the Premises other than to a Permitted Assignee” is replaced with “or (c) Tenant and its
Permitted Assignees no longer occupy all of the rentable square feet of the Rear Building.” To the
extent of any conflict between this Amendment and the Lease, the provisions of this Amendment
control. At Landlord’s request, Tenant shall execute an



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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2



Amended and Restated Lease incorporating this Amendment (and any subsequent mutually executed
amendment to the Lease) into the Lease within 10 days after Landlord’s request. The parties agree
that, after completion of the Project Renovation Work and re-measurement of the Project resulting
from such completion, the form of Restated Lease attached to this Amendment as Exhibit 6 is
acceptable to Landlord and Tenant, subject to insertion of the accurate information in the blanks
included in the form, and that Landlord and Tenant shall execute such Restated Lease within 10 days
after completion of the Project Renovation Work and such re-measurement, pending the appropriate
completion of such blanks.




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***Text Omitted and Filed Separately with the Securities and Exchange

Commission, Confidential Treatment Requested Under

17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




     14. Lease in Full Force. The Lease remains in full force and, except as set forth
above, remains unmodified.



“Tenant”


Neurocrine Biosciences, Inc., a Delaware corporation




	 	 	 	 	 
	 	 
	By:  	/s/ Tim Coughlin	 
	 	Tim Coughlin, its VP CFO	 
	 	 
	By:  	 	 
	 	                                                      , its                      	 



	 	 	 	 	 
	“Landlord”



DMH CAMPUS INVESTORS, LLC, a Delaware limited liability company

 	 
	By:  	PRISA III DMH CAMPUS, LLC, a Delaware limited liability company, its managing member
 	 
	 	 	 
	By:  	PRISA III Investments, LLC, a Delaware limited liability company, its sole member
 	 
	 	 
	By:  	PRISA III REIT Operating LP, a Delaware limited partnership, its sole member
 	 
	 	 
	By:  	PRISA III OP GP, LLC, a Delaware limited liability company, its general partner
 	 
	 	 
	By:  	PRISA III Fund LP, a Delaware limited partnership, its manager
 	 
	 	 
	By:  	PRISA III Fund GP, LLC, a Delaware limited liability company, its general partner
 	 
	 	 
	By:  	PRISA III Fund PIM, LLC, a Delaware limited liability company, its sole member
 	 
	 	 
	By:  	Prudential Investment Management, Inc., a New Jersey corporation, its sole member
 	 
	 	 
	By:  	
/s/ Daniel J. Ryan	 
	 	Name:  	Daniel J. Ryan	 
	 	Title:  	Authorized Person	 
	 




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