Lease between Metro Life Insurance Company and Codexis, Inc



 Exhibit 10.16 
  
 LEASE 
  
 BETWEEN 
  
 METROPOLITAN LIFE INSURANCE COMPANY (LANDLORD) 
  
 AND 
  
 CODEXIS, INC. (TENANT) 
  
 SEAPORT CENTRE 
  
 Redwood City, California 
  









 TABLE OF CONTENTS 
  


					
	 	  	 	  	PAGE


	 ARTICLE ONE - BASIC LEASE PROVISIONS
	  	1
	 1.01
	  	BASIC LEASE PROVISIONS	  	1
	 1.02
	  	ENUMERATION OF EXHIBITS	  	3
	 1.03
	  	DEFINITIONS	  	3
		
	 ARTICLE TWO - PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING
	  	8
	 2.01
	  	LEASE OF PREMISES	  	8
	 2.02
	  	TERM	  	8
	 2.03
	  	FAILURE TO GIVE POSSESSION	  	8
	 2.04
	  	AREA OF PREMISES	  	9
	 2.05
	  	CONDITION OF PREMISES	  	9
	 2.06
	  	COMMON AREAS & PARKING	  	11
		
	 ARTICLE THREE - RENT
	  	11
		
	 ARTICLE FOUR - OPERATING EXPENSES RENT ADJUSTMENTS AND PAYMENTS
	  	12
	 4.01
	  	TENANT’S SHARE OF OPERATING EXPENSES	  	12
	 4.02
	  	RENT ADJUSTMENTS	  	13
	 4.03
	  	STATEMENT OF LANDLORD	  	13
	 4.04
	  	BOOKS AND RECORDS	  	13
	 4.05
	  	TENANT OR LEASE SPECIFIC TAXES	  	14
		
	 ARTICLE FIVE - SECURITY DEPOSIT
	  	14
	 5.01
	  	CASH DEPOSIT	  	14
	 5.02
	  	LETTER OF CREDIT	  	16
		
	 ARTICLE SIX - UTILITIES & SERVICES
	  	17
	 6.01
	  	LANDLORD’S GENERAL SERVICES	  	17
	 6.02
	  	TENANT TO OBTAIN & PAY DIRECTLY	  	17
	 6.03
	  	TELEPHONE SERVICES	  	17
	 6.04
	  	FAILURE OR INTERRUPTION OF UTILITY OR SERVICE	  	18
	 6.05
	  	CHOICE OF SERVICE PROVIDER	  	19
	 6.06
	  	SIGNAGE	  	19
		
	 ARTICLE SEVEN - POSSESSION, USE AND CONDITION OF PREMISES
	  	19
	 7.01
	  	POSSESSION AND USE OF PREMISES	  	19
	 7.02
	  	HAZARDOUS MATERIAL	  	20
	 7.03
	  	LANDLORD ACCESS TO PREMISES; APPROVALS	  	22
	 7.04
	  	QUIET ENJOYMENT	  	22
		
	 ARTICLE EIGHT - MAINTENANCE
	  	23
	 8.01
	  	LANDLORD’S MAINTENANCE	  	23
	 8.02
	  	TENANT’S MAINTENANCE	  	23
		
	 ARTICLE NINE - ALTERATIONS AND IMPROVEMENTS
	  	23
	 9.01
	  	TENANT ALTERATIONS	  	23
	 9.02
	  	LIENS	  	25

  

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	 ARTICLE TEN - ASSIGNMENT AND SUBLETTING
	  	25
	 10.01
	  	ASSIGNMENT AND SUBLETTING	  	25
	 10.02
	  	RECAPTURE	  	26
	 10.03
	  	EXCESS RENT	  	27
	 10.04
	  	TENANT LIABILITY	  	27
	 10.05
	  	ASSUMPTION AND ATTORNMENT	  	27
		
	 ARTICLE ELEVEN - DEFAULT AND REMEDIES
	  	27
	 11.01
	  	EVENTS OF DEFAULT	  	27
	 11.02
	  	LANDLORD’S REMEDIES	  	28
	 11.03
	  	ATTORNEY’S FEES	  	30
	 11.04
	  	BANKRUPTCY	  	30
	 11.05
	  	LANDLORD’S DEFAULT	  	31
		
	 ARTICLE TWELVE - SURRENDER OF PREMISES
	  	31
	 12.01
	  	IN GENERAL	  	31
	 12.02
	  	LANDLORD’S RIGHTS	  	32
		
	 ARTICLE THIRTEEN - HOLDING OVER
	  	32
		
	 ARTICLE FOURTEEN - DAMAGE BY FIRE OR OTHER CASUALTY
	  	32
	 14.01
	  	SUBSTANTIAL UNTENANTABILITY	  	32
	 14.02
	  	INSUBSTANTIAL UNTENANTABILITY	  	33
	 14.03
	  	RENT ABATEMENT	  	33
	 14.04
	  	WAIVER OF STATUTORY REMEDIES	  	33
		
	 ARTICLE FIFTEEN - EMINENT DOMAIN
	  	34
	 15.01
	  	TAKING OF WHOLE OR SUBSTANTIAL PART	  	34
	 15.02
	  	TAKING OF PART	  	34
	 15.03
	  	COMPENSATION	  	34
		
	 ARTICLE SIXTEEN - INSURANCE
	  	34
	 16.01
	  	TENANT’S INSURANCE	  	34
	 16.02
	  	FORM OF POLICIES	  	35
	 16.03
	  	LANDLORD’S INSURANCE	  	35
	 16.04
	  	WAIVER OF SUBROGATION	  	35
	 16.05
	  	NOTICE OF CASUALTY	  	36
		
	 ARTICLE SEVENTEEN - WAIVER OF CLAIMS AND INDEMNITY
	  	36
	 17.01
	  	WAIVER OF CLAIMS	  	36
	 17.02
	  	INDEMNITY BY TENANT	  	37
		
	 ARTICLE EIGHTEEN - RULES AND REGULATIONS
	  	37
	 18.01
	  	RULES	  	37
	 18.02
	  	ENFORCEMENT	  	38
		
	 ARTICLE NINETEEN - LANDLORD’S RESERVED RIGHTS
	  	38
		
	 ARTICLE TWENTY - ESTOPPEL CERTIFICATE
	  	38
	 20.01
	  	IN GENERAL	  	38
	 20.02
	  	ENFORCEMENT	  	38
		
	 ARTICLE TWENTY-ONE - INTENTIONALLY OMITTED
	  	39

  

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	 ARTICLE TWENTY-TWO - REAL ESTATE BROKERS
	  	39
		
	 ARTICLE TWENTY-THREE - MORTGAGEE PROTECTION
	  	39
	 23.01
	  	SUBORDINATION AND ATTORNMENT	  	39
	 23.02
	  	MORTGAGEE PROTECTION	  	40
		
	 ARTICLE TWENTY-FOUR - NOTICES
	  	40
		
	 ARTICLE TWENTY-FIVE - EXERCISE FACILITY
	  	41
		
	 ARTICLE TWENTY-SIX - MISCELLANEOUS
	  	41
	 26.01
	  	LATE CHARGES	  	41
	 26.02
	  	NO JURY TRIAL; VENUE; JURISDICTION	  	41
	 26.03
	  	DEFAULT UNDER OTHER LEASE	  	42
	 26.04
	  	OPTION	  	42
	 26.05
	  	TENANT AUTHORITY	  	42
	 26.06
	  	ENTIRE AGREEMENT	  	42
	 26.07
	  	MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE	  	42
	 26.08
	  	EXCULPATION	  	42
	 26.09
	  	ACCORD AND SATISFACTION	  	43
	 26.10
	  	LANDLORD’S OBLIGATIONS ON SALE OF BUILDING	  	43
	 26.11
	  	BINDING EFFECT	  	43
	 26.12
	  	CAPTIONS	  	43
	 26.13
	  	TIME; APPLICABLE LAW; CONSTRUCTION	  	43
	 26.14
	  	ABANDONMENT	  	43
	 26.15
	  	LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES	  	44
	 26.16
	  	SECURITY SYSTEM	  	44
	 26.17
	  	NO LIGHT, AIR OR VIEW EASEMENTS	  	44
	 26.18
	  	RECORDATION	  	44
	 26.19
	  	SURVIVAL	  	44
	 26.20
	  	MAXYGEN TERMINATION	  	44
	 26.21
	  	OPTION TO EXTEND	  	44

  

 iii 








 LEASE 
  
 ARTICLE ONE 
 BASIC LEASE PROVISIONS 

 

	1.01	 	BASIC LEASE PROVISIONS 

  
 In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control. 
  

	(1)	 	BUILDINGS AND ADDRESSES: 

  
 220 Penobscot Drive (17,627 sq. ft.) 
 Redwood
City, California 94063 
  
 Building Number 4, located in Phase 1
of Seaport Centre 
  
 and 
  
 501 Chesapeake Drive (11,158 sq. ft.) 
 Redwood City, California 94063 
  
 Building Number 3, located in Phase 1 of Seaport Centre 
  
 and 
  
 200 Penobscot Drive (10,597 sq. ft.) 
 Redwood City, California 94063 
  
 Building Number 4, located in Phase 1 of Seaport Centre 
  

	(2)	 	LANDLORD AND ADDRESS: 

  
 Metropolitan Life Insurance Company, 
 a New
York corporation 
  
 Notices to Landlord shall be addressed:

  
 Metropolitan Life Insurance Company 
 c/o Seaport Centre Manager 
 701 Chesapeake
Drive 
 Redwood City, CA 94063 
  
 with copies to the following: 
  
 Metropolitan Life Insurance Company 
 400
South EI Camino Real, Suite 800 
 San Mateo, CA 94402 
 Attention: Assistant Vice President 
  

	(3)	 	TENANT; CURRENT ADDRESS & TAX ID: 

  

	 	(a)	 	Name: Codexis, Inc. 


	 	(b)	 	State of incorporation:     Delaware 


	 	(c)	 	Tax Identification Number:                      


 
 Tenant shall notify Landlord of any change in the foregoing. 

 

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 Notices to Tenant shall be addressed: 
  
 Codexis, Inc. 
 200 Penobscot Drive 
 Redwood City, California 94063 
 Attention: Tassos Gianakakos 
  

	(4)	 	DATE OF LEASE: as of October             , 2003 

  

	(5)	 	LEASE TERM: seven (7) years 

  

	(6)	 	COMMENCEMENT DATE: February 1, 2004 

  

	(7)	 	EXPIRATION DATE: January 31, 2011 

  

	(8)	 	MONTHLY BASE RENT (initial monthly installment due upon Tenant’s execution): 

  

						
	 Period from/to

	  	Monthly

	  	SF of
Rentable Area


	 2/1/04 – 1/31/05
	  	$	50,374	  	28,785
	 2/1/05 – 5/31/05
	  	$	51,813	  	28,785
	 6/1/05 – 1/31/06
	  	$	68,622	  	39,382
	 2/1/06 – 1/31/07
	  	$	70,631	  	39,382
	 2/1/07 – 1/31/08
	  	$	72,600	  	39,382
	 2/1/08 – 1/31/09
	  	$	74,569	  	39,382
	 2/1/09 – 1/31/10
	  	$	76,538	  	39,382
	 2/1/10 – 1/31/11
	  	$	78,507	  	39,382

  

	(9)	 	RENT ADJUSTMENT DEPOSIT (initial monthly rate, until further notice): $15,083.75 (initial monthly installment due upon Tenant’s execution) 

  

	(10)	 	TENANT’S RENTABLE AREA OF THE PREMISES: 28,785 square feet 2/1/04 through 5/31/05 and 39,382 square feet 6/1/05 through 1/31/11 

  

	(11)	 	TENANT’S RENTABLE AREA OF THE BUILDING: 17,627 square feet for Building 4 and 11,158 square feet for Building 3 (2/1/04 through 5/31/05); and 28,224 square feet for Building 4
and 11,158 square feet for Building 3 (6/1/05 through 1/31/11) 

  

	(12)	 	TOTAL RENTABLE AREA OF PHASE I: 301,824 square feet 

  

	(13)	 	TOTAL RENTABLE AREA OF THE PROJECT: 537,444 square feet 

  

	(14)	 	TOTAL RENTABLE AREA OF BUILDING 3: 37,856 square feet 

  

	(15)	 	TOTAL RENTABLE AREA OF BUILDING 4: 28,224 square feet 

  

	(16)	 	SECURITY DEPOSIT: four hundred fifty thousand and no/100 dollars ($450,000.00) due upon Tenant’s execution 

  

	(17)	 	SUITE NUMBER &/OR ADDRESS OF PREMISES: 220 Penobscot Drive, 501 Chesapeake Drive and 200 Penobscot Drive 

  

	(18)	 	TENANT’S SHARE: 

  

						
	 Tenant’s Building 3 Share:
	  	29.48	%	 	2/1/04 to 1/31/11
	 Tenant’s Building 4 Share:
	  	62.45	%	 	2/1/04 to 5/31/05
	 Tenant’s Building 4 Share:
	  	100.00	%	 	6/1/05 to 1/31/11
	 Tenant’s Phase 1 Share:
	  	9.54	%	 	2/1/04 to 5/31/05
	 Tenant’s Phase 1 Share:
	  	13.05	%	 	6/1/05 to 1/31/11
	 Tenant’s Project Share:
	  	5.36	%	 	2/1/04 to 5/31/05
	 Tenant’s Project Share:
	  	7.33	%	 	6/1/05 to 1/31/11

  

 2 









	(19)	 	TENANT’S USE OF PREMISES: General office use, research and development, chemical and biochemical laboratory facilities, and warehousing. 

  

	(20)	 	PARKING SPACES: 95 spaces 2/1/04 to 5/31/05 and 130 spaces 6/1/05 to 1/31/11 

  

	(21)	 	BROKERS: 

  
 Landlord’s Broker:              Cornish & Casey Commercial 
  
 Tenant’s Broker:
                 CB Richard Ellis CRESA 
  

	1.02	 	ENUMERATION OF EXHIBITS 

  
 The Exhibits set forth below and attached to this Lease are incorporated in this Lease by this reference: 
  
 EXHIBIT A Plan of Premises 
 EXHIBIT B Workletter Agreement
(intentionally omitted) 
 EXHIBIT C Site Plan of Project 
 EXHIBIT D Permitted Hazardous Material 
 EXHIBIT E Maxygen Improvements 
 EXHIBIT F Approved Providers 
 EXHIBIT G Tenant’s Improvements 
 EXHIBIT H Form of Landlord’s Consent to Lease of Personal Property 
  

	1.03	 	DEFINITIONS 

  
 For purposes hereof, the following terms shall have the following meanings: 
  
 ADJUSTMENT YEAR: The applicable calendar year or any portion thereof after the Commencement Date of this Lease for which a Rent Adjustment computation is being made. 
  
 AFFILIATE: Any Person (as defined below) which is currently owned or controlled by, owns or
controls, or is under common ownership or control with Tenant. For purposes of this definition, the word “control,” as used above means, with respect to a Person that is a corporation, the right to exercise, directly or indirectly, more
than sixty percent (60%) of the voting rights attributable to the shares of the controlled corporation and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power at all times to direct or cause the
direction of the management and policies of the controlled Person. The word Person means an individual, partnership, trust, corporation, firm or other entity. 
  

BUILDING: Each building in which the Premises is located, as specified in Section 1.01(1). 
  
 BUILDING OPERATING EXPENSES: Those Operating Expenses described in Section 4.01. 
  
 COMMENCEMENT DATE: The date specified in Section 1.01(6) as the Commencement Date, unless
changed by operation of Article Two. 
  
 COMMON AREAS: All areas of the Project
made available by Landlord from time to time for the general common use or benefit of the tenants of the Building or Project, and their employees and invitees, or the public, as such areas currently exist and as they may be changed from time to
time. 
  

 3 








 DECORATION: Tenant Alterations which do not require a building permit and which do not affect the facade or roof of the
Building, or involve any of the structural elements of the Building, or involve any of the Building’s systems, including its electrical, mechanical, plumbing, security, heating, ventilating, air-conditioning, communication, and fire and life
safety systems. 
  
 DEFAULT RATE: Two (2) percentage points above the rate then
most recently announced by Bank of America N.T.& S.A. at its San Francisco main office as its corporate base lending rate, from time to time announced, but in no event higher than the maximum rate permitted by Law. 
  
 DELIVERY DATE: The date for Landlord’s delivery to Tenant of possession of the Premises,
if different from the Commencement Date. 
  
 ENVIRONMENTAL LAWS: All Laws
governing the use, storage, disposal or generation of any Hazardous Material or pertaining to environmental conditions on, under or about the Premises or any part of the Project, including the Comprehensive Environmental Response Compensation and
Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), and the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. Section 6901 et seq.). 
  
 EXPIRATION DATE: The date specified in Section 1.01(7) unless changed by operation of Article
Two. 
  
 FORCE MAJEURE: Any accident, casualty, act of God, war or civil
commotion, strike or labor troubles, or any cause whatsoever beyond the reasonable control of Landlord, including water shortages, energy shortages or governmental preemption in connection with an act of God, a national emergency, or by reason of
Law, or by reason of the conditions of supply and demand which have been or are affected by act of God, war or other emergency. 
  
 HAZARDOUS MATERIAL: Such substances, material and wastes which are or become regulated under any Environmental Law; or which are classified as hazardous or toxic or
medical waste or biohazardous waste under any Environmental Law; and explosives, firearms and ammunition, flammable material, radioactive material, asbestos, polychlorinated biphenyls and petroleum and its byproducts. 
  
 INDEMNITEES: Collectively, Landlord, any Mortgagee or ground lessor of the Property, the
property manager and the leasing manager for the Property and their respective directors, officers, agents and employees. 
  
 LAND: The parcel(s) of real estate on which the Building and Project are located. 
  

LANDLORD WORK: (intentionally omitted) 
  
 LAWS OR LAW: All laws, ordinances, rules, regulations, other requirements, orders, rulings or decisions adopted or made by any governmental body, agency, department or
judicial authority having jurisdiction over the Property, the Premises or Tenant’s activities at the Premises and any covenants, conditions or restrictions of record which affect the Property. 
  
 LEASE: This instrument and all exhibits attached hereto, as may be amended from time to time.

  
 LEASE YEAR: The twelve month period beginning on the first day of the first
month following the Commencement Date (unless the Commencement Date is the first day of a calendar month in which case beginning on the Commencement Date), and each subsequent twelve month, or shorter, period until the Expiration Date. 

 
 MONTHLY BASE RENT: The monthly rent specified in Section 1.01(8). 
  
 MORTGAGEE: Any holder of a mortgage, deed of trust or other security instrument encumbering
the Property. 
  

 4 








 NATIONAL HOLIDAYS: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day and
other holidays recognized by the Landlord and the janitorial and other unions servicing the Building in accordance with their contracts. 
  
 OPERATING EXPENSES: All Taxes, costs, expenses and disbursements of every kind and nature which Landlord shall pay or become obligated to pay in connection with the
ownership, management, operation, maintenance, replacement and repair of the Property (including the amortized portion of any capital expenditure or improvement, together with interest thereon, expenses of changing utility service providers, and any
dues, assessments and other expenses pursuant to any covenants, conditions and restrictions, or any reciprocal easements, or any owner’s association now or hereafter affecting the Project). Operating Expenses shall be allocated among the
categories of Project Operating Expenses, Building Operating Expenses or Phase Operating Expenses as provided in Article Four. If any Operating Expense, though paid in one year, relates to more than one calendar year, at the option of Landlord such
expense may be proportionately allocated among such related calendar years (it being understood that those specific items of repairs and replacements, which under Generally Accepted Accounting Principles should be classified as capital expenditures,
except that if such repair or replacement is of such a nature that it should be considered under Generally Accepted Accounting Principles a deferred expense and spread over a period of not more than ten (10) years, Operating Expenses for a year
shall include the proportionate share of such deferred expense appropriately allocated to such year). Operating Expenses shall include the following, by way of illustration only and not limitation: (1) all Taxes; (2) all insurance premiums and other
costs (including deductibles), including the cost of rental insurance; (3) all license, permit and inspection fees; (4) all costs of utilities, fuels and related services, including water, sewer, light, telephone, power and steam connection, service
and related charges; (5) all costs to repair, maintain and operate heating, ventilating and air conditioning systems, including preventive maintenance; (6) all janitorial, landscaping and security services; (7) all wages, salaries, payroll taxes,
fringe benefits and other labor costs of employees who devote substantially all of his or her time to the Building or Project, including the cost of workers’ compensation and disability insurance; (8) all costs of operation, maintenance and
repair of all parking facilities and other common areas; (9) all supplies, materials, equipment and tools; (10) dues, assessments and other expenses pursuant to any covenants, conditions and restrictions, or any reciprocal easements, or any
owner’s association now or hereafter affecting the Project; (11) modifications to the Building or the Project occasioned by Laws now or hereafter in effect; (12) the total charges of any independent contractors employed in the care, operation,
maintenance, repair, leasing and cleaning of the Project, including landscaping, roof maintenance, and repair, maintenance and monitoring of life-safety systems, plumbing systems, electrical wiring and Project signage; (13) the cost of accounting
services necessary to compute the rents and charges payable by tenants at the Project; (14) exterior window and exterior wall cleaning and painting; (15) managerial and administrative expenses; (16) all costs in connection with the exercise facility
at the Project; (17) all costs and expenses related to Landlord’s retention of consultants in connection with the routine review, inspection, testing, monitoring, analysis and control of Hazardous Material, and retention of consultants in
connection with the clean-up of Hazardous Material (to the extent not recoverable from a particular tenant of the Project), and all costs and expenses related to the implementation of recommendations made by such consultants concerning the use,
generation, storage, manufacture, production, storage, release, discharge, disposal or clean-up of Hazardous Material on, under or about the Premises or the Project (to the extent not recoverable from a particular tenant of the Project), but only to
the extent applicable to Tenant and its use of the Premises; (18) all capital improvements made for the purpose of reducing or controlling other Operating Expenses, and all other capital expenditures, but only as amortized over such reasonable
period as Landlord shall determine, together with interest thereon; (19) all property management costs and fees, including all costs in connection with the Project property management office; and (20) all fees or other charges incurred in
conjunction with voluntary or involuntary membership in any energy conservation, air quality, environmental, traffic management or similar organizations. Notwithstanding the foregoing, Operating Expenses shall not include: (a) costs of alterations
of space to be occupied by new or existing tenants of the Project; (b) depreciation charges; (c) interest and principal payments on loans (except for loans for capital expenditures or improvements which Landlord is allowed to include in Operating
Expenses as provided above); (d) ground rental payments; (e) real estate brokerage and leasing commissions; (f) advertising and marketing expenses; (g) costs of Landlord reimbursed by insurance proceeds; (h) expenses incurred in negotiating leases
of other tenants in the Project or enforcing lease obligations of other tenants in the Project; (i) Landlord’s or Landlord’s property manager’s corporate general 

  

 5 








 
overhead or corporate general administrative expenses; (j) costs of correcting defects in or inadequacy of the initial design or construction of the Building
or Property; (k) costs of a capital nature, including, without limitation, capital improvements, capital repairs, capital equipment and capital tools, all as determined in accordance with generally acceptable accounting principles; (l) any late
fees, fines, penalties and interest on past due amounts incurred by Landlord; (m) expenses directly resulting from the gross negligence or willful misconduct of Landlord, its agents or employees; and (n) any cost (such as repairs, improvements,
electricity, special cleaning or overtime services) to the extent such costs are expressly reimbursed to Landlord by tenants (as opposed to partial reimbursement in the nature of rent escalation provisions) or are separately charged to and payable
by tenants. 
  
 “Operating Expenses” shall be reduced by all cash
discounts, trade discounts or quantity discounts received by Landlord or Landlord’s managing agent in the purchase of any goods, utilities or services in connection with the operation of the Property. 
  
 PHASE: Phase means any individual Phase of the Project, as more particularly described in the
definition of Project. 
  
 PHASE OPERATING EXPENSES: Those Operating Expenses
described in Section 4.01. 
  
 PREMISES: The space located in the Buildings at the
Suite Numbers listed in Section 1.01(15) and depicted on Exhibit A attached hereto. The Premises shall consist of 501 Chesapeake Drive (“Space A”), 220 Penobscot Drive (“Space B”) and 200 Penobscot Drive (“Space
C”). 
  
 PROJECT or PROPERTY: As of the date hereof, the Project is known as
Seaport Centre and consists of those buildings (including the Building) whose general location is shown on the Site Plan of the Project attached as Exhibit C, located in Redwood City, California, associated vehicular and parking areas,
landscaping and improvements, together with the Land, any associated interests in real property, and the personal property, fixtures, machinery, equipment, systems and apparatus located in or used in conjunction with any of the foregoing. The
Project may also be referred to as the Property. As of the date hereof, the Project is divided into Phase I and Phase II, which are generally designated on Exhibit C, each of which may individually be referred to as a Phase. Landlord reserves
the right from time to time to add or remove buildings, areas and improvements to or from a Phase or the Project, or to add or remove a Phase to or from the Project. In the event of any such addition or removal which affects the Total Rentable Area
of the Project or a Phase, Landlord shall make a corresponding recalculation and adjustment of any affected Tenant’s Rentable Area and Tenant’s Share. 
  

PROJECT OPERATING EXPENSES: Those Operating Expenses described in Section 4.01. 
  
 REAL PROPERTY: The Property excluding any personal property. 
  
 RENT: Collectively, Monthly Base Rent, Rent Adjustments and Rent Adjustment Deposits, and all other charges, payments, late fees or other
amounts required to be paid by Tenant under this Lease. 
  
 RENT ADJUSTMENT: Any
amounts owed by Tenant for payment of Operating Expenses. The Rent Adjustments shall be determined and paid as provided in Article Four. 
  
 RENT ADJUSTMENT DEPOSIT: An amount equal to Landlord’s estimate of the Rent Adjustment attributable to each month of the applicable Adjustment Year. On or before the
Commencement Date and the beginning of each subsequent Adjustment Year or with Landlord’s Statement (defined in Article Four), Landlord may estimate and notify Tenant in writing of its estimate of Operating Expenses, including Project Operating
Expenses, Building Operating Expenses and Phase Operating Expenses, and Tenant’s Share of each, for the applicable Adjustment Year. The Rent Adjustment Deposit applicable for the calendar year in which the Commencement Date occurs shall be the
amount, if any, specified in Section 1.01(9). Nothing contained herein shall be construed to limit the right of Landlord from time to time during any calendar year to revise its estimates of Operating Expenses and to notify Tenant in writing thereof
and of revision by prospective adjustments in Tenant’s Rent Adjustment Deposit payable over the remainder of such year. The last estimate by Landlord shall remain in effect as the applicable Rent Adjustment Deposit unless and until Landlord
notifies Tenant in writing of a change. 
  

 6 








 SECURITY DEPOSIT: The funds specified in Section 1.01(16), if any, deposited by Tenant with Landlord as security for
Tenant’s performance of its obligations under this Lease. 
  
 TAXES: All
federal, state and local governmental taxes, assessments (including assessment bonds) and charges of every kind or nature, whether general, special, ordinary or extraordinary, which Landlord shall pay or become obligated to pay because of or in
connection with the ownership, leasing, management, control or operation of the Property or any of its components (including any personal property used in connection therewith), which may also include any rental or similar taxes levied in lieu of or
in addition to general real and/or personal property taxes. For purposes hereof, Taxes for any year shall be Taxes which are assessed for any period of such year, whether or not such Taxes are billed and payable in a subsequent calendar year. There
shall be included in Taxes for any year the amount of all fees, costs and expenses (including reasonable attorneys’ fees) paid by Landlord during such year in seeking or obtaining any refund or reduction of Taxes, but not to exceed any tax
savings resulting from such contest. Taxes for any year shall be reduced by the net amount of any tax refund received by Landlord attributable to such year. If a special assessment payable in installments is levied against any part of the Property,
Taxes for any year shall include only the installment of such assessment and any interest payable or paid during such year. Taxes shall not include any federal or state inheritance, general income, franchise, gift or estate taxes, except that if a
change occurs in the method of taxation resulting in whole or in part in the substitution of any such taxes, or any other assessment, for any Taxes as above defined, such substituted taxes or assessments shall be included in the Taxes. In addition,
Landlord shall be solely responsible for penalties or other charges for late payment of taxes. 
  
 TENANT ADDITIONS: Collectively, Tenant Work and Tenant Alterations, but not including Tenant’s Personal Property. 
  
 TENANT ALTERATIONS: Any alterations, improvements, additions, installations or construction in or to the Premises or any Real Property systems serving the Premises done
or caused to be done by Tenant after the date hereof, whether prior to or after the Commencement Date. 
  
 TENANT DELAY: (intentionally omitted) 
  
 TENANT
WORK: All work installed or furnished to the Premises by Tenant in connection with Tenant’s initial occupancy. 
  
 TENANT’S BUILDING SHARE: The share as specified in Section 1.01(18) and Section 4.01. 
  
 TENANT’S PERSONAL PROPERTY: All movable personal property of Tenant and Tenant’s trade fixtures (including without limitation, any
autoclaves, hoods, animal facility, fermentors, casework, cold rooms, generators, equipment, furniture, furnishings, telephone equipment, and cabling for any of the foregoing), the costs of which were not paid for by any portion of Landlord’s
Contribution. 
  
 TENANT’S PHASE: Phase I. 
  
 TENANT’S PHASE SHARE: The share as specified in Section 1.01(18) and Section 4.01.

  
 TENANT’S PROJECT SHARE: The share as specified in Section 1.01(18) and
Section 4.01. 
  
 TENANT’S RENTABLE AREA OF THE BUILDING: The amount of
square footage set forth in Section 1.01(11) 
  
 TENANT’S RENTABLE AREA OF
THE PREMISES: The amount of square footage set forth in Section 1.01(10). 
  

 7 








 TENANT’S SHARE: Shall mean collectively, Tenant’s respective shares of the respective categories of Operating
Expenses, as provided in Section 1.01(18) and Section 4.01. 
  
 TERM: The term of
this Lease commencing on the Commencement Date and expiring on the Expiration Date. 
  
 TERMINATION DATE: The Expiration Date or such earlier date as this Lease terminates or Tenant’s right to possession of the Premises terminates. 
  
 TOTAL RENTABLE AREA OF BUILDING 3: The amount of square footage set forth in Section 1.01(14). 
  
 TOTAL RENTABLE AREA OF BUILDING 4: The amount of square footage set forth in Section 1.01(15). 
  
 TOTAL RENTABLE AREA OF PHASE I: The amount of square footage set forth in Section 1.01(12)

  
 TOTAL RENTABLE AREA OF THE PROJECT: The amount of square footage set forth in
Section 1.01(13), which represents the sum of the rentable area of all space intended for occupancy in the Project. 
  
 WORKLETTER: (intentionally omitted) 
  
 ARTICLE TWO 
 PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING

  

	2.01	 	LEASE OF PREMISES 

  
 Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the Premises for the Term and upon the terms, covenants and conditions provided in this Lease. 
  

	2.02	 	TERM 

  
 The Commencement Date shall be February 1, 2004 and Landlord shall deliver possession of (a) Space A on December 10, 2003 (the “First Delivery Date”); (b) Space B on February 1, 2004 (the “Second Delivery Date”); and (c)
Space C on February 25, 2005 (the “Third Delivery Date”) for the purposes of performing the Tenant Work. 
  

	2.03	 	FAILURE TO GIVE POSSESSION 

  
 Tenant acknowledges that it currently has possession of Space A pursuant to its affiliation with the current subtenant of said Space A, however, Tenant’s right to do any Tenant Work (as hereinafter defined) in
Space A prior to the First Delivery Date is contingent upon Landlord obtaining the prior written consent of Cygnus, Inc., the current tenant of Space A. If the Landlord shall be unable to give direct possession of Space A on the First Delivery Date
or Space B on the Second Delivery Date by reason of the following: (i) the holding over or retention of possession of any tenant, tenants or occupants, or (ii) for any other reason, then Landlord shall not be subject to any liability for the failure
to give possession on said date. Under such circumstances the Commencement Date shall be delayed by a number of days equal to the days of delay in Landlord’s delivery of possession to Tenant. No such failure to give possession on the First
Delivery Date or the Second Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. 
  
 If the Landlord shall be unable to give possession of Space C on the Third Delivery Date by reason of the following: (i) the holding over or retention of possession of
any tenant, tenants or occupants, or (ii) for any other reason, then Landlord shall not be subject to any liability for the failure to give possession on said date. Under such circumstances the increase in Monthly Base Rent scheduled for June 1,
2005 pursuant to the provisions of Section 1.01(8) of this Lease with respect only to the increased square footage (and not the rate for the then current square footage) shall be delayed by a number of days equal to the days of delay in
Landlord’s delivery of possession to Tenant. No such failure to give possession on the Third Delivery Date shall affect the validity of this Lease or the obligations of the Tenant hereunder. 
  

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	2.04	 	AREA OF PREMISES 

  
 Landlord and Tenant agree that for all purposes of this Lease Tenant’s Rentable Area of the Premises, Tenant’s Rentable Area of the Building, the Total Rentable Area of Phase I, the Total Rentable Area of
the Project, the Total Rentable Area of Building 3 and the Total Rentable Area of Building 4 as set forth in Article One are controlling, and are not subject to revision after the date of this Lease. 
  

	2.05	 	CONDITION OF PREMISES 

  

	 	(a)	 	Tenant acknowledges and agrees that (i) Tenant has been afforded ample opportunity to inspect the Premises, the Building and the Project, and has investigated their condition to the
extent Tenant desires to do so; (ii) Tenant hereby agrees that this Lease is of the Premises in its “AS IS” condition; (iii) no representation regarding the condition of the Premises or the Building or the Project has been made by or on
behalf of Landlord; (iv) Landlord has no obligation to remodel or to make any repairs, alterations or improvements to the Premises, Building or the Project in connection with Tenant’s initial occupancy or provide Tenant any allowance for any
work by Tenant, except for the Landlord’s Contribution as provided below; (v) the Premises shall be delivered in an AS IS condition, including the improvements in place as of the Maxygen Termination Date (as hereinafter defined), a list of such
improvements is attached hereto as Exhibit E and the property of Landlord; and (vi) there is no Workletter for this Lease. 

  

	 	(b)	 	Landlord’s Contribution means 

  

	 	(i)	 	an amount up to a maximum of Four Hundred Thousand and No/100 Dollars ($400,000.00) (the “First Contribution”) to reimburse Tenant for the actual costs of design, plan
review, obtaining all approvals and permits, and construction of Tenant Work in Space A and Space B in order to refurbish Space A and Space B so that (x) approximately 60% of the space is laboratory space, (y) 40% of the space feet is office space
and (z) demising walls acceptable to Landlord (in its sole discretion) are constructed between Space B and Space C in the event that a third party, unrelated to Tenant leases or subleases Space C prior to the Third Delivery Date, and shall be
payable as provided below. Tenant shall use a portion of the Contribution [no less than One Hundred Thousand and No/100 Dollars ($100,000.00)] for Work done in Space A and portion of the Contribution [no less than One Hundred Thousand and No/100
Dollars ($100,000.00)] for Work done in Space B; and 

  

	 	(ii)	 	an amount up to a maximum of Eighty Thousand and No/100 Dollars ($80,000.00) (the “Second Contribution”) to reimburse Tenant for the actual costs of design, plan review,
obtaining all approvals and permits, and construction of Tenant Work in Space C as is necessary to refurbish Space C. 

  
 In no event shall Landlord’s Contribution be used to reimburse any costs of designing, procuring or installing in the Premises Tenant’s Personal
Property, and the cost of such Tenant’s Personal Property shall be paid by Tenant. Landlord’s Contribution shall be payable by Landlord to Tenant no more often than monthly for costs based upon the percentage of work completed prior to the
date of the request for payment and any balance so payable shall be paid within 30 days after Landlord’s receipt of Tenant’s request for payment. In each such request, Tenant shall submit to Landlord copies of all invoices and Tenant shall
certify that it has paid such invoices, that such request represents costs reimbursable to Tenant for work performed prior to the date of the request, that there are no known mechanic’s or materialmen’s liens outstanding at the date of a
request, that there is no known basis for the filing of any mechanic’s or materialmen’s liens relating to the work, and that waivers from all subcontractors, mechanics and materialmen have been obtained in such form as to constitute an
effective waiver of lien under the laws of the State of California. Tenant shall provide Landlord copies of such waivers. Notwithstanding the foregoing, Tenant shall not request an advance of a portion of Landlord’s Contribution in an amount
which is less than 

  

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$50,000 unless such advance is the final advance to be made hereunder, or Tenant has not requested an advance in the past 60 days. Tenant shall keep full and
correct accounts and shall exercise such control as may be necessary or appropriate for the proper financial management of the construction of Tenant Work separately identified as to each of Space A, Space B and Space C or, if the work is done under
separate contracts or in smaller separate identifiable segments or phases, then upon completion of and with respect to each separate contract or phase). The final payment of Landlord’s Contribution shall be paid to Tenant within 30 days after
the later of final completion of the Tenant Work and Landlord’s receipt of (i) a certificate of occupancy (if applicable), (ii) final as-built plans and specifications, (iii) full, final, unconditional lien releases, and (iv) reasonable
substantiation of costs incurred by Tenant with respect to the Tenant Work. Tenant must prior to expiration of nine months after the Commencement Date submit written request with the items required above for disbursement or reimbursement for any
reimbursable costs out of the Landlord’s Contribution, and to the extent of any funds for which request has not been made prior to that date or if and to the extent that the reimbursable costs of the Tenant Work are less than the amount of
Landlord’s Contribution, then Landlord shall retain the unapplied or unused balance of the Landlord’s Contribution and shall have no obligation or liability to Tenant with respect to such excess. If the costs of completing the Tenant Work
exceeds the First Contribution or the Second Contribution, Tenant shall pay all such costs. After completion of Tenant Work, Tenant shall provide Landlord with a reasonably detailed breakdown of the allocation of the Landlord’s Contribution.
Until the expiration of eighteen (18) months after Tenant delivers to Landlord the final request for payment of Landlord’s Contribution, Landlord, through its Building manager, employees and/or independent accounting firm, shall be afforded
reasonable access at the Premises from time to time during normal business hours after reasonable advance written or oral notice, to Tenant’s records, books, correspondence, instructions, drawings, receipts, invoices, purchase orders,
agreements (including with contractors, subcontractors and suppliers), vouchers and other information relating to Tenant Work and the use of Landlord’s Contribution for the purpose of reviewing, auditing and/or copying such material. Such
copying and inspection shall be at Landlord’s sole cost. 
  
 (c) Tenant’s cost of the Tenant Work shall include a fee of two percent (2%) of Landlord’s Contribution which shall be retained by Landlord as compensation for supervising the Tenant Work (“Landlord’s Construction
Management Fee”). 
  
 (d) Tenant shall be responsible for the
suitability for the Tenant’s needs and business of the design and function of all Tenant Work and for its construction in compliance with all Law as applicable and as interpreted at the time of construction of the Tenant Work, including all
building codes and the ADA (as defined in the Lease). Tenant, through its architects and/or space planners (“Tenant’s Architect”), shall prepare all architectural plans and specifications, and engineering plans and specifications, for
the real property improvements to be constructed by Tenant in the Premises in sufficient detail to be submitted for approval by Landlord to the extent required pursuant to Article Nine of the Lease and to be submitted by Tenant for governmental
approvals and building permits and to serve as the detailed construction drawings and specifications for the contractor, and shall include, among other things, all partitions, doors, heating, ventilating and air conditioning installation and
distribution, ceiling systems, light fixtures, plumbing installations, electrical installations and outlets, telephone installations and outlets, any other installations required by Tenant, fire and life-safety systems, wall finishes and floor
coverings, whether to be newly installed or requiring changes from the as-is condition of the Premises as of the date of execution of the Lease. Tenant shall be responsible for the oversight, supervision and construction of all Tenant Work in
compliance with this Lease, including compliance with all Law as applicable and as interpreted at the time of construction, including all building codes and the ADA. 
  
 (e) Tenant hereby acknowledges that all improvements installed in the Premises by Tenant under this Section 2.05 shall,
without compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and shall remain in the Premises, unless pursuant to an agreement between the parties hereto, Tenant may remove them
or is required to remove them at Landlord’s request. 
  

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	2.06	 	COMMON AREAS & PARKING 

  
 (a) Right to Use Common Areas. Tenant shall have the non-exclusive right, in common with others, to the use of any common entrances, ramps, drives
and similar access and serviceways and other Common Areas in the Project. The rights of Tenant hereunder in and to the Common Areas shall at all times be subject to the rights of Landlord and other tenants and owners in the Project who use the same
in common with Tenant, and it shall be the duty of Tenant to keep all the Common Areas free and clear of any obstructions created or permitted by Tenant or resulting from Tenant’s operations. Tenant shall not use the Common Areas or common
facilities of the Building or the Project, including the Building’s electrical room, parking lot or trash enclosures, for storage purposes. Nothing herein shall affect the right of Landlord at any time to remove any persons not authorized to
use the Common Areas or common facilities from such areas or facilities or to prevent their use by unauthorized persons. 
  
 Tenant shall in addition have the nonexclusive right, in common with Landlord and any tenant or other user of all or any portion of the remainder of
Building 3 (the “Adjacent Space”) to use the area designated on Exhibit A-1 as the common areas (“Building Common Areas”). In addition to Tenant’s obligations as set forth in this Lease, Tenant shall repair and maintain the
Building Common Areas and keep the Building Common Areas clean at all times, the cost thereof to be shared between Tenant and any other tenant in Building 3 (“Adjacent Tenant”), based on relative square footage leased from Landlord under
the applicable leases. Landlord agrees to provide in any lease with an Adjacent Tenant, that such Adjacent Tenant shall reimburse Tenant for the Adjacent Tenant’s share of such repair, maintenance and cleaning costs incurred by Tenant for the
Building Common Areas pursuant to this paragraph. Tenant shall be solely responsible for collecting any amounts owed for such costs directly from the Adjacent Tenants. 
  
 (b) Changes in Common Areas. Landlord reserves the right, at any time and from time to time to (i) make alterations
in or additions to the Common Areas or common facilities of the Project, including constructing new buildings or changing the location, size, shape or number of the driveways, entrances, parking spaces, parking areas, loading and unloading areas,
landscape areas and walkways, (ii) designate property to be included in or eliminate property from the Common Areas or common facilities of the Project, (iii) close temporarily any of the Common Areas or common facilities of the Project for
maintenance purposes, and (4) use the Common Areas and common facilities of the Project while engaged in making alterations in or additions and repairs to the Project; provided, however, that reasonable access to the Premises and parking at or near
the Project remains available and that any closure of Common Areas shall be for the minimum amount of time necessary. 
  
 (c) Parking. During the Term, Tenant shall have the right to use the number of Parking Spaces specified in Section 1.01(18) for parking on an
unassigned basis on that portion of the Project designated by Landlord from time to time for parking. Tenant acknowledges and agrees that the parking spaces in the Project’s parking facility may include a mixture of spaces for compact vehicles
as well as full-size passenger automobiles, and that Tenant shall not use parking spaces for vehicles larger than the striped size of the parking spaces. Tenant shall not park any vehicles at the Project overnight. Tenant shall comply with any and
all parking rules and regulations if and as from time to time established by Landlord and delivered to Tenant. Tenant shall not allow any vehicles using Tenant’s parking privileges to be parked, loaded or unloaded except in accordance with this
Section, including in the areas and in the manner designated by Landlord for such activities. If any vehicle is using the parking or loading areas contrary to any provision of this Section, Landlord shall have the right, in addition to all other
rights and remedies of Landlord under this Lease, to remove or tow away the vehicle without prior notice to Tenant, and the cost thereof shall be paid to Landlord within ten (10) days after notice from Landlord to Tenant. 
  
 ARTICLE THREE 
 RENT 
  
 Tenant agrees to pay
to Landlord at the first office specified in Section 1.01(2), or to such other persons, or at such other places designated by Landlord, without any prior demand therefor in immediately available funds and without any deduction or offset whatsoever,
Rent, including Monthly Base Rent and Rent Adjustments in accordance with Article Four, during the Term. Monthly Base Rent shall be paid monthly in advance on the first day of each month of the Term, except that the first installment of Monthly Base
Rent shall be paid by Tenant to Landlord concurrently with execution of this Lease. Monthly Base Rent shall be prorated for partial months within the Term. Unpaid Rent shall bear interest at the Default Rate from the date due until paid.
Tenant’s covenant to pay Rent shall be independent of every other covenant in this Lease. 
  

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 ARTICLE FOUR 
 OPERATING EXPENSES, RENT ADJUSTMENTS AND PAYMENTS 
  

	4.01	 	TENANT’S SHARE OF OPERATING EXPENSES 

  
 Tenant shall pay Tenant’s Share of Operating Expenses in the respective shares of the respective categories of Operating Expenses as set forth below. 
  
 (a) Tenant’s Project Share of Project Operating Expenses, which is the
percentage obtained by dividing the rentable square footage of the Premises for the building(s) in which the Premises is located by the rentable square footage of the Project and as of the date hereof equals the percentage set forth in Section
1.01(16); 
  
 (b) Tenant’s Building Share of Building
Operating Expenses, which is the percentage obtained by dividing the rentable square footage of the Premises respectively for each building in which the Premises is located by the total rentable square footage of such building and as of the date
hereof equals the percentage set forth in Section 1.01(16); 
  
 (c) Tenant’s Phase Share of Phase Operating Expenses, which is the percentage obtained by dividing the aggregate rentable square footage of the Premises located in Tenant’s Phase by the total rentable square footage of
Tenant’s Phase and as of the date hereof equals the percentage set forth in Section 1.01(16); 
  
 (d) Project Operating Expenses shall mean all Operating Expenses that are not included as Phase Operating Expenses (defined below) and that are not either
Building Operating Expenses or operating expenses directly and separately identifiable to the operation, maintenance or repair of any other building located in the Project, but Project Operating Expenses includes operating expenses allocable to any
areas of the Building or any other building during such time as such areas are made available by Landlord for the general common use or benefit of all tenants of the Project, and their employees and invitees, or the public, as such areas currently
exist and as they may be changed from time to time; 
  
 (e)
Building Operating Expenses shall mean Operating Expenses that are directly and separately identifiable to each building in which the Premises or part thereof is located; 
  
 (f) Phase Operating Expenses shall mean Operating Expenses that Landlord may allocate to a Phase as directly and separately
identifiable to all buildings located in the Phase (including but not limited to the Building) and may include Project Operating Expenses that are separately identifiable to a Phase; 
  
 (g) Landlord shall have the right to reasonably allocate a particular item or portion of Operating Expenses as any one of
Project Operating Expenses, Building Operating Expenses or Phase Operating Expenses; however, in no event shall any portion of Building Operating Expenses, Project Operating Expenses or Phase Operating Expenses be assessed or counted against Tenant
more than once; and 
  
 (h) Notwithstanding anything to the
contrary contained in this Section 4.01, as to each specific category of Operating Expense which one or more tenants of the Building either pays directly to third parties or specifically reimburses to Landlord (for example, separately contracted
janitorial services or property taxes directly reimbursed to Landlord), then, on a category by category basis, the amount of Operating Expenses for the affected period shall be adjusted as follows: (1) all such tenant payments with respect to such
category of expense and all of Landlord’s costs reimbursed thereby shall be excluded from Operating Expenses and Tenant’s Building Share, Tenant’s Phase Share or Tenant’s Project Share, as the case may be, for such category of
Operating Expense shall be adjusted by excluding the square footage of all such tenants, and (2) if Tenant pays or directly reimburses Landlord for such category of Operating Expense, such category of Operating Expense shall be excluded from the
determination of Operating Expenses for the purposes of this Lease. 
  

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	4.02	 	RENT ADJUSTMENTS 

  
 Tenant shall pay to Landlord Rent Adjustments with respect to each Adjustment Year as follows: 
  
 (a) The Rent Adjustment Deposit representing Tenant’s Share of Landlord’s estimate of Operating Expenses, as described in Section 4.01, for the
applicable Adjustment Year (or portion thereof) monthly during the Term with the payment of Monthly Base Rent, except the first installment which shall be paid by Tenant to Landlord concurrently with execution of this Lease; and 
  
 (b) Any Rent Adjustments due in excess of the Rent Adjustment Deposits in
accordance with Section 4.02. 
  

	4.03	 	STATEMENT OF LANDLORD 

  
 Within one hundred twenty (120) days after the end of each calendar year or as soon thereafter as reasonably possible, Landlord will furnish Tenant a statement (“Landlord’s Statement”) showing the
following: 
  
 (a) Operating Expenses for the last Adjustment Year
showing in reasonable detail the actual Operating Expenses categorized among Project Operating Expenses, Building Operating Expenses and Phase Operating Expenses for such period and Tenant’s Share of each as described in Section 4.01 above;

  
 (b) The amount of Rent Adjustments due Landlord for the last
Adjustment Year, less credit for Rent Adjustment Deposits paid, if any; and 
  
 (c) Any change in the Rent Adjustment Deposit due monthly in the current Adjustment Year, including the amount or revised amount due for months preceding any such change pursuant to Landlord’s Statement.

  
 Tenant shall pay to Landlord within ten (10) days after receipt of such
statement any amounts for Rent Adjustments then due in accordance with Landlord’s Statement. Any amounts due from Landlord to Tenant pursuant to this Section shall be credited to the Rent Adjustment Deposit next coming due, or refunded to
Tenant if the Term has already expired provided Tenant is not in default hereunder. No interest or penalties shall accrue on any amounts which Landlord is obligated to credit or refund to Tenant by reason of this Section 4.02. Landlord’s
failure to deliver Landlord’s Statement or to compute the amount of the Rent Adjustments shall not constitute a waiver by Landlord of its right to deliver such items nor constitute a waiver or release of Tenant’s obligations to pay such
amounts. The Rent Adjustment Deposit shall be credited against Rent Adjustments due for the applicable Adjustment Year. During the last complete calendar year or during any partial calendar year in which the Lease terminates, Landlord may include in
the Rent Adjustment Deposit its estimate of Rent Adjustments which may not be finally determined until after the termination of this Lease. Tenant’s obligation to pay Rent Adjustments survives the expiration or termination of the Lease.
Notwithstanding the foregoing, in no event shall the sum of Monthly Base Rent and the Rent Adjustments be less than the Monthly Base Rent payable. 
  

	4.04	 	BOOKS AND RECORDS 

  
 Landlord shall maintain books and records showing Operating Expenses and Taxes in accordance with sound accounting and management practices, consistently applied. The Tenant or its representative (which representative
shall be a certified public accountant licensed to do business in the state in which the Property is located and whose primary business is certified public accounting) shall have the right, for a period of thirty (30) days following the date upon
which Landlord’s Statement is delivered to Tenant, to 

  

 13 








 
examine the Landlord’s books and records with respect to the items in the foregoing statement of Operating Expenses and Taxes during normal business
hours, upon written notice, delivered at least three (3) business days in advance. If Tenant does not object in writing to Landlord’s Statement within sixty (60) days of Tenant’s receipt thereof, specifying the nature of the item in
dispute and the reasons therefor, then Landlord’s Statement shall be considered final and accepted by Tenant. Any amount due to the Landlord as shown on Landlord’s Statement, whether or not disputed by Tenant as provided herein shall be
paid by Tenant when due as provided above, without prejudice to any such written exception. 
  
 In the event such audit discloses (i) errors made during the prior calendar year which, when totaled, established that the sum overcharged to and paid by Tenant exceeds five percent (5%) of the actual (as
distinguished from estimated) amount of Tenant’s Share of Operating Expenses and Taxes, Tenant’s costs of the audit shall be paid by Landlord, or (ii) no errors or an error which equals or is less than five percent (5%), Tenant’s
costs of the audit shall be paid by Tenant. If the audit determines that any sums are due and owing Tenant, such sums shall be credited to the next payment of Rent unless the Lease has been terminated, in such event Landlord shall promptly pay
Tenant such amount. 
  
 Tenant acknowledges and agrees that it is a condition of
Tenant’s right to conduct an audit pursuant to the foregoing, that Tenant and/or its representative, prior to commencement of such audit, execute a confidentiality agreement whereby Tenant and/or its representative agree to keep confidential
and not disclose to any other party ( other than Tenant’s employees involved in such audit, and other professionals directly involved in the audit or results thereof) the results of any such audit or any action taken by Landlord in response
thereto, except if required to disclose such information as required by applicable law or court order. 
  

	4.05	 	TENANT OR LEASE SPECIFIC TAXES 

  
 In addition to Monthly Base Rent, Rent Adjustments, Rent Adjustment Deposits and other charges to be paid by Tenant, Tenant shall pay to Landlord, upon demand, any and
all taxes payable by Landlord (other than federal or state inheritance, general income, gift or estate taxes) whether or not now customary or within the contemplation of the parties hereto: (a) upon, allocable to, or measured by the Rent payable
hereunder, including any gross receipts tax or excise tax levied by any governmental or taxing body with respect to the receipt of such rent; or (b) upon or with respect to the possession, leasing, operation, management, maintenance, alteration,
repair, use or occupancy by Tenant of the Premises or any portion thereof; or (c) upon the measured value of Tenant’s personal property or trade fixtures located in the Premises or in any storeroom or any other place in the Premises or the
Property, or the areas used in connection with the operation of the Property, it being the intention of Landlord and Tenant that, to the extent possible, Tenant shall cause such taxes on personal property or trade fixtures to be billed to and paid
directly by Tenant; (d) resulting from Tenant Work or Tenant Alterations to the Premises, whether title thereto is in Landlord or Tenant; or (e) upon this transaction. Taxes paid by Tenant pursuant to this Section 4.05 shall not be included in any
computation of Taxes as part of Operating Expenses. 
  
 ARTICLE
FIVE 
 SECURITY DEPOSIT 
  

	5.01	 	CASH DEPOSIT 

  
 (a) Tenant shall pay Landlord, concurrently with execution of this Lease, in immediately available funds the amount of the Security Deposit specified in
Section 1.01(14) as security (“Security”) for the full and faithful performance by Tenant of each and every term, provision, covenant, and condition of this Lease. If Tenant fails timely to perform any of the terms, provisions, covenants
and conditions of this Lease or any other document executed by Tenant in connection with this Lease, including, but not limited to, the payment of any Rent or the repair of damage to the Premises caused by Tenant (excluding normal wear and tear)
then Landlord may use, apply, or retain the whole or any part of the Security for the payment of any such Rent not paid when due, for the cost of repairing such damage, for the cost of cleaning the Premises, for the payment of any other sum which
Landlord may expend or may be required to expend by reason of Tenant’s failure to perform, and otherwise for compensation of Landlord for any 

  

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other loss or damage to Landlord occasioned by Tenant’s failure to perform, including, but not limited to, any loss of future Rent and any damage or
deficiency in the releting of the Premises (whether such loss, damages or deficiency accrue before or after summary proceedings or other reentry by Landlord) and the amount of the unpaid past Rent, future Rent loss, and all other losses, costs and
damages, that Landlord would be entitled to recover if Landlord were to pursue recovery under Section 11.02(b) or (c) of this Lease. If Landlord so uses, applies or retains all or part of the Security, Tenant shall within five (5) business days
after demand pay or deliver to Landlord in immediately available funds the sum necessary to replace the amount used, applied or retained, except as specified in (c) below. If Tenant shall fully and faithfully comply with all of Tenant’s terms,
provisions, covenants and conditions of this Lease, the Security (except any amount retained for application by Landlord as provided herein) shall be returned or paid over to Tenant no later than forty-five (45) days after the latest of: (i) the
Termination Date; (ii) the removal of Tenant from the Premises; (iii) the surrender of the Premises by Tenant to Landlord in accordance with this Lease; or (iv) the date Rent Adjustments owed pursuant to this Lease have been computed by Landlord and
paid by Tenant. Provided, however, in no event shall any such return be construed as an admission by Landlord that Tenant has performed all of its obligations hereunder. 
  
 (b) The Security shall not be deemed an advance rent deposit or an advance payment of any kind, or a measure of
Landlord’s damages with respect to Tenant’s failure to perform, nor shall any action or inaction of Landlord with respect to it be a waiver of, or bar or defense to, enforcement of any right or remedy of Landlord. Landlord shall not be
required to keep the Security separate from its general funds and shall not have any fiduciary or other duties concerning the Security except as set forth in this Section. Tenant shall not be entitled to any interest on the Security. In the event of
any sale, lease or transfer of Landlord’s interest in the Building, Landlord shall have the right to transfer the Security, or balance thereof, to the vendee, transferee or lessee and any such transfer shall release Landlord from all liability
for the return of the Security. Tenant thereafter shall look solely to such vendee, transferee or lessee for the return or payment of the Security. Tenant shall not assign or encumber or attempt to assign or encumber the Security or any interest in
it and Landlord shall not be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance, and regardless of one or more assignments of this Lease, Landlord may return the Security to the original Tenant without liability
to any assignee. Tenant hereby waives any and all rights of Tenant under the provisions of Section 1950.7 of the California Civil Code or other Law, now or hereafter enacted, regarding security deposits. 
  
 (c) Notwithstanding anything to the contrary contained in the foregoing, the
following provisions shall apply to the Security Deposit: Within thirty (30) days following the last day of the twenty fourth (24th) month of the Term, Landlord shall return to Tenant the sum of $45,000 of the Security Deposit (“First Return”), provided that at the time of such First Return, Tenant shall not be in Default under the Lease. The First
Return shall be paid to Tenant by cash or check. Within thirty (30) days following the last day of the thirty sixth (36th) month of the Term, Landlord shall return to Tenant the sum of $45,000 of the Security Deposit (“Second Return”), provided that at the time of such Second Return, Tenant shall not be in Default under the Lease. The Second
Return shall be paid to Tenant by cash or check. Within thirty (30) days following the last day of the forty eighth (48th) month of the Term, Landlord shall return to Tenant the sum of $45,000 of the Security Deposit (“Third Return”), provided that at the time of such Third Return, Tenant shall not be in Default under the Lease. The Third
Return shall be paid to Tenant by cash or check. Within thirty (30) days following the last day of the sixtieth (60th) month of the Term, Landlord shall return to Tenant the sum of $45,000 of the Security Deposit (“Fourth Return”), provided that at the time of such Fourth Return, Tenant shall not be in Default under the Lease. The Fourth
Return shall be paid to Tenant by cash or check. Within thirty (30) days following the last day of the seventy second (72nd) month of the Term, Landlord shall return to Tenant the sum of $45,000 of the Security Deposit (“Fifth Return”), provided that at the time of such Fifth Return, Tenant shall not be in Default under the Lease. The Fifth
Return shall be paid to Tenant by cash or check. 
  

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	5.02	 	LETTER OF CREDIT 

  
 Notwithstanding anything to the contrary contained herein, Tenant shall have the option to deliver to Landlord a Letter of Credit (as set forth below) in lieu of the Security Deposit set forth in Section 5.01 above.
If Tenant elects to post a Letter of Credit in lieu of the Security Deposit, then the following shall apply: 
  
 (a) No later than February 1, 2004, Tenant shall deliver to Landlord the Letter of Credit described below as security for Tenant’s performance of all
of Tenant’s covenants and obligations under this Lease; provided, however, that neither the Letter of Credit nor any Letter of Credit Proceeds (as defined below) shall be deemed an advance rent deposit or an advance payment of any other kind,
or a measure of Landlord’s damages upon Tenant’s default. The Letter of Credit shall be maintained in effect from the date thereof through January 31, 2011 (the “LOC Expiration Date”), and provided that on the LOC Expiration
Date, Tenant shall not be in Default, Landlord shall return to Tenant the Letter of Credit and any Letter of Credit Proceeds then held by Landlord (other than those held for application by Landlord on account of a Default as provided below).
Landlord shall not be required to segregate the Letter of Credit Proceeds from its other funds and no interest shall accrue or be payable to Tenant with respect thereto. Landlord may (but shall not be required to) draw upon the Letter of Credit and
use the proceeds therefrom (the “Letter of Credit Proceeds”) or any portion thereof to cure any Default under this Lease, it being understood that any use of the Letter of Credit Proceeds shall not constitute a bar or defense to any of
Landlord’s remedies set forth in this Lease. In such event and upon written notice from Landlord to Tenant specifying the amount of the Letter of Credit Proceeds so utilized by Landlord and the particular purpose for which such amount was
applied, Tenant shall immediately deliver to Landlord an amendment Letter of Credit or a replacement Letter of Credit in an amount equal to the difference between the amount of the required Letter of Credit and the amount so expended. Tenant’s
failure to deliver such amendment to the Letter of Credit or replacement Letter of Credit to Landlord within five (5) business days of Landlord’s notice shall constitute a Default hereunder. If Tenant is not in Default on the LOC Expiration
Date, within forty-five (45) days after such date, Landlord shall return to Tenant the Letter of Credit or the balance of the Letter of Credit Proceeds then held by Landlord; provided, however, that in no event shall any such return be construed as
an admission by Landlord that Tenant has performed all of its obligations hereunder. No purchaser at any judicial or private foreclosure sale of the Real Property or any portion thereof, shall be responsible to Tenant for such Letter of Credit or
any Letter of Credit Proceeds unless such holder or purchaser shall have actually received the same. 
  
 (b) As used herein, Letter of Credit shall mean an unconditional, irrevocable letter of credit (hereinafter referred to as the “Letter of
Credit”) issued by the San Francisco Bay Area office of a major national bank satisfactory to Landlord (the “Bank”), naming Landlord as beneficiary, in the initial amount of Four Hundred Fifty Thousand and No/100 Dollars
($450,000.00). The Letter of Credit shall be for not less than a one-year term and shall provide that (i) Landlord may make partial and multiple draws upon the Letter of Credit up to the full amount thereof, as determined by Landlord, (ii) the Bank
will pay to Landlord the amount of such draw upon receipt by the Bank of a sight draft signed by Landlord, together with a written certification from Landlord that Tenant is in Default, (iii) Landlord is therefore entitled to draw such amount; and
(iv) in the event of Landlord’s assignment or other transfer of its interest in this Lease, the Letter of Credit shall be freely transferable by Landlord, without charge and without recourse, to the assignee or transferee of such interest and
the Bank shall confirm the same to Landlord and such assignee or transferee. In the event that the Bank shall fail to notify Landlord that the Letter of Credit will be renewed for at least one (1) year beyond the then applicable expiration date, and
Tenant shall not have delivered to Landlord, at least thirty (30) days prior to the relevant annual expiration date, a replacement Letter of Credit in the amount required hereunder and otherwise meeting the requirements set forth above, then
Landlord shall be entitled to draw on the Letter of Credit as provided above, and shall hold the proceeds of such draw as Letter of Credit Proceeds pursuant to Section 5.02(a) above. 
  
 (c) Notwithstanding anything to contrary contained herein, if Tenant is not in Default under the Lease on February 1, 2006,
the replacement Letter of Credit may be issued in the amount of Four Hundred Five Thousand and No/100 Dollars ($405,000.00). If Tenant is not in Default under the Lease on February 1, 2007, the replacement Letter of Credit may be issued in the
amount of Three Hundred Sixty Thousand and No/100 Dollars ($360,000.00). If Tenant is not in Default under the Lease on February 1, 2008, the replacement Letter of Credit may be issued in the amount of Three Hundred Fifteen Thousand and No/100
Dollars ($315,000.00). If Tenant is not in Default under the Lease on February 1, 2009, the replacement Letter of Credit may be issued in the amount of Two Hundred Seventy Thousand and No/100 Dollars ($270,000.00). If Tenant is not in Default under
the Lease on February 1, 2010, the replacement Letter of Credit may be issued in the amount of Two Hundred Twenty Five Thousand and No/100 Dollars ($225,000.00). 
  

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 (d) The cost of the Letter of Credit shall be paid by Tenant. 
  
 If Tenant shall fully and faithfully comply with all the terms, provisions, covenants, and
conditions of this Lease, the Letter of Credit, or any balance thereof, shall be returned to Tenant after the following: 
  

	 	(i)	 	the expiration or earlier termination of the Term of this Lease; 

  

	 	(ii)	 	the removal of Tenant and its property from the Premises; 

  

	 	(iii)	 	the surrender of the Premises by Tenant to Landlord in accordance with this Lease; and 

  

	 	(iv)	 	the payment by Tenant of any outstanding Rent, including, without limitation, all Rent Adjustments due pursuant to the Lease as computed by Landlord. 

  
 If Tenant fails timely to perform any obligation under this Article Five, such breach shall
constitute a Default by Tenant under this Lease without any right to or requirement of any further notice or cure period under any other Article of this Lease, except such notice and cure period expressly provided under this Article Five.

  
 ARTICLE SIX 
 UTILITIES & SERVICES 
  

	6.01	 	LANDLORD’S GENERAL SERVICES 

  
 Landlord shall provide maintenance and services as provided in Article Eight. 
  

	6.02	 	TENANT TO OBTAIN & PAY DIRECTLY 

  
 (a) Tenant shall be responsible for and shall pay promptly all charges for gas, electricity, sewer, heat, light, power, telephone, refuse pickup (to be
performed on a regularly scheduled basis so that accumulated refuse does not exceed the capacity of Tenant’s refuse bins), janitorial service and all other utilities, materials and services furnished directly to or used by Tenant in, on or
about the Premises, together with all taxes thereon. Tenant shall contract directly with the providing companies for such utilities and services. 
  
 (b) Notwithstanding any provision of the Lease to the contrary, without, in each instance, the prior written consent of Landlord, as more particularly
provided in Article Nine, Tenant shall not make any alterations or additions to the electric or gas equipment or systems or other Building systems. Tenant’s use of electric current shall at no time exceed the capacity of the wiring, feeders and
risers providing electric current to the Premises or the Building. The consent of Landlord to the installation of electric equipment shall not relieve Tenant from the obligation to limit usage of electricity to no more than such capacity.

  

	6.03	 	TELEPHONE SERVICES 

  
 All telegraph, telephone, and communication connections which Tenant may desire to construct or install outside the Premises shall be subject to Landlord’s prior written approval, in Landlord’s sole
discretion, and the location of all wires and the work in connection therewith shall be performed by contractors reasonably approved by Landlord and shall be subject to the direction of Landlord, except that such approval is not required as to
Tenant’s cabling from the Premises in a route designated by Landlord to any telephone cabinet or panel provided for Tenant’s connection to the telephone cable serving the Building, so long as Tenant’s equipment does not require
connections different than or additional to those to the telephone cabinet or panel provided. As to any such connections or work outside the Premises requiring Landlord’s approval, Landlord reserves the right to designate and control the entity
or entities providing telephone or other communication cable installation, removal, repair and maintenance outside the Premises and to 

  

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restrict and control access to telephone cabinets or panels. In the event Landlord designates a particular vendor or vendors to provide such cable
installation, removal, repair and maintenance for the Building, Tenant agrees to abide by and participate in such program. Tenant shall be responsible for and shall pay all costs incurred in connection with the installation of telephone cables and
communication wiring in the Premises, including any hook-up, access and maintenance fees related to the installation of such wires and cables in the Premises and the commencement of service therein, and the maintenance thereafter of such wire and
cables; and there shall be included in Operating Expenses for the Building all installation, removal, hook-up or maintenance costs incurred by Landlord in connection with telephone cables and communication wiring serving the Building which are not
allocable to any individual users of such service but are allocable to the Building generally. If Tenant fails to maintain all telephone cables and communication wiring in the Premises and such failure affects or interferes with the operation or
maintenance of any other telephone cables or communication wiring serving the Building, Landlord or any vendor hired by Landlord may enter into and upon the Premises forthwith and perform such repairs, restorations or alterations as Landlord deems
necessary in order to eliminate any such interference (and Landlord may recover from Tenant all of Landlord’s costs in connection therewith). No later than the Termination Date, Tenant agrees to remove all telephone cables and communication
wiring installed by Tenant for and during Tenant’s occupancy, which Landlord shall request Tenant to remove. Tenant agrees that neither Landlord nor any of its agents or employees shall be liable to Tenant, or any of Tenant’s employees,
agents, customers or invitees or anyone claiming through, by or under Tenant, for any damages, injuries, losses, expenses, claims or causes of action because of any interruption, diminution, delay or discontinuance at any time for any reason in the
furnishing of any telephone or other communication service to the Premises and the Building, except in connection with Landlord’s gross negligence or willful misconduct. 
  

	6.04	 	FAILURE OR INTERRUPTION OF UTILITY OR SERVICE 

  
 To the extent that any equipment or machinery furnished or maintained by Landlord outside the Premises is used in the delivery of utilities directly obtained by Tenant
pursuant to Section 6.02 and breaks down or ceases to function properly, Landlord shall use reasonable diligence to repair same promptly. In the event of any failure, stoppage or interruption of, or change in, any utilities or services supplied by
Landlord which are not directly obtained by Tenant, Landlord shall use reasonable diligence to have service promptly resumed. In either event covered by the preceding two sentences, if the cause of any such failure, stoppage or interruption of, or
change in, utilities or services is within the control of a public utility, other public or quasi-public entity, or utility provider outside Landlord’s control, notification to such utility or entity of such failure, stoppage or interruption
and request to remedy the same shall constitute “reasonable diligence” by Landlord to have service promptly resumed. Notwithstanding any other provision of this Section to the contrary, in the event of any failure, stoppage or interruption
of, or change in, any utility or other service furnished to the Premises or the Project resulting from any cause, including changes in service provider or Landlord’s compliance with any voluntary or similar governmental or business guidelines
now or hereafter published or any requirements now or hereafter established by any governmental agency, board or bureau having jurisdiction over the operation of the Property: (a) Landlord shall not be liable for, and Tenant shall not be entitled
to, any abatement or reduction of Rent; (b) no such failure, stoppage, or interruption of any such utility or service shall constitute an eviction of Tenant or relieve Tenant of the obligation to perform any covenant or agreement of this Lease to be
performed by Tenant; (c) Landlord shall not be in breach of this Lease nor be liable to Tenant for damages or otherwise. 
  
 Notwithstanding the above, except for the interruption of the foregoing services arising by reason of fire or casualty loss provided for in Article 14, any interruption
of such services which is within Landlord’s reasonable control and which “materially interferes” with Tenant’s use of any part of the Premises for a period of ten (10) consecutive business days after notice by Tenant to Landlord
of such interruption of service shall entitle Tenant to abate the Monthly Base Rent and Rent Adjustment under this Lease for that portion of the Premises which are untenantable for the period commencing on the eleventh (11th) business day of interruption of such services and terminating on the day of restoration of the services. For purposes of this
Section 6.04, material interference with Tenant’s use of the Premises shall occur when Tenant shall be prevented from using the Premises for general office purposes, research and development, chemical and biochemical laboratory facilities, and
warehousing as a consequence of Landlord’s inability to provide the services specified in Section 6.01. In no event shall Landlord be liable for any damages, consequential or otherwise. 
  

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	6.05	 	CHOICE OF SERVICE PROVIDER 

  
 Tenant acknowledges that Landlord may, at Landlord’s sole option, to the extent permitted by applicable law, elect to change, from time to time, the company or companies which provide services (including
electrical service, gas service, water, telephone and technical services) to the Property, the Premises and/or its occupants. Notwithstanding anything to the contrary set forth in this Lease, Tenant acknowledges that Landlord has not and does not
make any representations or warranties concerning the identity or identities of the company or companies which provide services to the Property and the Premises or its occupants and Tenant acknowledges that the choice of service providers and
matters concerning the engagement and termination thereof shall be solely that of Landlord. The foregoing provision is not intended to modify, amend, change or otherwise derogate any provision of this Lease concerning the nature or type of service
to be provided or any specific information concerning the amount thereof to be provided. Tenant agrees to cooperate with Landlord and each of its service providers in connection with any change in service or provider and Landlord agrees that any
such change shall be at no cost to Tenant and that Landlord and any such service provider shall work together to minimize any impact of such change on Tenant’s operations. 
  

	6.06	 	SIGNAGE 

  
 Tenant shall not install any signage within the Project, the Building or the Premises without obtaining the prior written approval of Landlord, and Tenant shall be responsible for procurement, installation,
maintenance and removal of any such signage installed by Tenant, and all costs in connection therewith. Any such signage shall comply with Landlord’s current Project signage criteria and all Laws. 
  
 ARTICLE SEVEN 
 POSSESSION, USE AND CONDITION OF PREMISES 
  

	7.01	 	POSSESSION AND USE OF PREMISES 

  
 (a) Tenant shall occupy and use the Premises only for the uses specified in Section 1.01(19) to conduct Tenant’s business. Tenant shall not occupy or
use the Premises (or permit the use or occupancy of the Premises) for any purpose or in any manner which: (1) is unlawful or in violation of any Law or Environmental Law; (2) may be dangerous to persons or property or which may increase the cost of,
or invalidate, any policy of insurance carried on the Building or covering its operations; (3) is contrary to or prohibited by the terms and conditions of this Lease or the rules and regulations as provided in Article Eighteen; (4) contrary to or
prohibited by the articles, bylaws or rules of any owner’s association affecting the Project; (5) is improper, immoral, or objectionable; (6) would obstruct or interfere with the rights of other tenants or occupants of the Building or the
Project, or injure or annoy them, or would tend to create or continue a nuisance; or (7) would constitute any waste in or upon the Premises or Project. 
  
 (b) Landlord and Tenant acknowledge that the Americans With Disabilities Act of 1990 (42 U.S.C. §12101 et seq.) and regulations and guidelines
promulgated thereunder, as all of the same may be amended and supplemented from time to time (collectively referred to herein as the “ADA”) establish requirements for business operations, accessibility and barrier removal, and that such
requirements may or may not apply to the Premises, the Building and the Project depending on, among other things: (1) whether Tenant’s business is deemed a “public accommodation” or “commercial facility”, (2) whether such
requirements are “readily achievable”, and (3) whether a given alteration affects a “primary function area” or triggers “path of travel” requirements. The parties hereby agree that: (a) Landlord shall be responsible for
ADA Title III compliance in the Common Areas, except as provided below, (b) Tenant shall be responsible for ADA Title III compliance in the Premises, including any leasehold improvements or other work to be performed in the Premises under or in
connection with this Lease, (c) Landlord may perform, or require that Tenant perform, and Tenant shall be responsible for the cost of, ADA Title III “path of travel” requirements directly triggered by Tenant Additions in the Premises, and
(d) Landlord may perform, or require Tenant to perform, and Tenant shall be responsible for the cost of, ADA Title III compliance in the Common Areas necessitated by the Building being deemed to be a “public accommodation” instead of a
“commercial facility” as a result of Tenant’s use of the Premises. Tenant shall be solely responsible for requirements under Title I of the ADA relating to Tenant’s employees. 
  

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 (c) Landlord and Tenant agree to cooperate and use commercially reasonable efforts to participate in
traffic management programs generally applicable to businesses located in or about the area and Tenant shall encourage and support van and car pooling by, and staggered and flexible working hours for, its office workers and service employees to the
extent reasonably permitted by the requirements of Tenant’s business. Neither this Section or any other provision of this Lease is intended to or shall create any rights or benefits in any other person, firm, company, governmental entity or the
public. 
  
 (d) Tenant agrees to cooperate with Landlord and to
use reasonable efforts to comply with any and all guidelines or controls concerning energy management imposed upon Landlord by federal or state governmental organizations or by any energy conservation association to which Landlord is a party or
which is applicable to the Building. 
  

	7.02	 	HAZARDOUS MATERIAL 

  
 (a) Tenant shall not use, generate, manufacture, produce, store, handle, release, discharge, or dispose of, on, under or about the Premises or any part of
the Project, or transport to or from the Premises or any part of the Project, any Hazardous Material, or allow its employees, agents, contractors, licensees, invitees or any other person or entity (“Tenant Parties”) to do so except to the
extent expressly provided below. Provided that the Premises are used only for the uses specified in Section 1.01(15) above, Tenant shall be permitted to use and store in, and transport to and from, the Premises Hazardous Material identified on
Exhibit D hereto and by this reference incorporated herein (“Permitted Hazardous Material”) so long as: (i) each item of the Permitted Hazardous Material is used or stored in, or transported to and from, the Premises only to the
extent necessary for Tenant’s operation of its business at the Premises; (ii) at no time shall any Permitted Hazardous Material be in use or storage at the Premises in excess of the quantity specified therefor in Exhibit D; (iii) Tenant
shall not install any underground tanks of any type; and (iv) the conditions and provisions set forth in this Section 7.02 are complied with. Tenant shall comply with and shall cause all Tenant Parties to comply with all Environmental Laws and other
Laws pertaining to Tenant’s occupancy and use of the Premises and concerning the proper use, generation, manufacture, production, storage, handling, release, discharge, removal and disposal of any Hazardous Material introduced to the Premises,
the Building or the Property by Tenant or any of the Tenant Parties. Without limiting the generality of the foregoing: 
  
 (1) Tenant shall provide Landlord promptly with copies of: (x) all permits, licenses and other governmental and regulatory approvals with respect to the
use, generation, manufacture, production, storage, handling, release, discharge, removal and disposal by Tenant or Any of the Tenant Parties of Hazardous Material at the Project; and (y) each hazardous material management plan or similar document
(“Plan(s)”) with respect to use, generation, manufacture, production, storage, handling, release, discharge, removal or disposal of Hazardous Material by Tenant or any of the Tenant Parties necessary to comply with Environmental Laws or
other Laws prepared by or on behalf of Tenant or any of the Tenant Parties (whether or not required to be submitted to a governmental agency). 
  
 (2) If Tenant is notified of any investigation or violation of any Environmental Laws or other Laws arising from any activity of Tenant or any of the
Tenant Parties at the Property, or if Tenant knows, or has reasonable cause to believe, that a Hazardous Material has come to be located in, on, under or about the Premises or the Project, other than as previously consented to by Landlord, Tenant
shall immediately give written notice of such fact to Landlord, and provide Landlord with a copy of all reports, notices, claims or other documentation which it has concerning the presence of such Hazardous Material. In such event or in the event
Landlord reasonably believes that there exists a violation of this Lease or Environmental Law or other Laws by Tenant or any of the Tenant Parties, Landlord may conduct, at Tenant’s expense, such tests and studies as Landlord deems desirable
relating to compliance by Tenant or any of the Tenant Parties with this Lease, Environmental Laws, other Laws, or relating to the alleged presence of Hazardous Material introduced to the Premises, the Building or the Property by Tenant or any of the
Tenant Parties. 
  

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 (3) Neither Tenant nor any of the Tenant Parties shall cause or permit any Hazardous Material to be
released, discharged or disposed of in, on, under, or about the Premises or the Project (including through the plumbing or sanitary sewer system) and shall promptly, at Tenant’s expense, take all investigatory and/or remedial action reasonably
recommended, whether or not formally ordered or required, for the cleanup of any contamination of, and for the maintenance, security and/or monitoring of the Premises, the Project or neighboring properties, that was caused or materially contributed
to by Tenant, or pertaining to or involving any Hazardous Material brought onto the Premises or the Project by Tenant or any of the Tenant Parties. 
  
 (4) Tenant shall, no later than the Termination Date, surrender the Premises to Landlord free of Hazardous Material and with all remedial and/or closure
plans completed (and deliver evidence thereof to Landlord). 
  
 (b) To the extent permitted by law, Tenant hereby indemnifies and agrees to protect, defend and hold the Indemnitees harmless against all actions, claims, demands, liability, costs and expenses, including attorneys’ fees and expenses
for the defense thereof, arising from the use, generation, manufacture, production, storage, handling, release, threatened release, discharge, disposal, transportation to or from, or presence of any Hazardous Material on, under or about the Premises
or any part of the Project caused by Tenant or by any of the Tenant Parties, whether before, during or after the Term. Tenant’s obligations under this Section 7.02 shall survive the expiration or earlier termination of this Lease. In case of
any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord
reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity. 
  
 (c) The right to use and store the Permitted Hazardous Material in the Premises is personal to Codexis Inc. and may not be assigned or otherwise
transferred by Codexis Inc. without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole discretion. Notwithstanding the foregoing, Landlord hereby agrees that Tenant may use the services of Maxygen, Inc., a
Delaware corporation for the foregoing services, but no other company is currently approved. Landlord hereby agrees that Tenant, with the prior written consent of Landlord, may use another outside provider to transport to and from the Premises the
Permitted Hazardous Material. Landlord hereby approves of the outside providers set forth on Exhibit F. Any consent by Landlord pursuant to Article Ten to an assignment, transfer, subletting, mortgage, pledge, hypothecation or encumbrance of
this Lease, and any interest therein or right or privilege appurtenant thereto, shall not constitute consent by Landlord to the use or storage at, or transportation to, the Premises of any Hazardous Material (including a Permitted Hazardous
Material) by any such assignee, sublessee or transferee unless Landlord expressly agrees otherwise in writing. Any consent by Landlord to the use or storage at, or transportation to or from the Premises, of any Hazardous Material (including a
Permitted Hazardous Material) by an assignee, sublessee or transferee of Tenant shall not constitute a waiver of Landlord’s right to refuse such consent as to any subsequent assignee or transferee. 
  
 (d) Tenant acknowledges that the sewer piping at the Project is made of ABS
plastic. Accordingly, without Landlord’s prior written consent, which may be given or withheld in Landlord’s sole discretion, only ordinary domestic sewage is permitted to be put into the drains at the Premises. UNDER NO CIRCUMSTANCES
SHALL Tenant EVER DEPOSIT ANY ESTERS OR KETONES (USUALLY FOUND IN SOLVENTS TO CLEAN UP PETROLEUM PRODUCTS) IN THE DRAINS AT THE PREMISES. If Tenant desires to put any substances other than ordinary domestic sewage into the drains, it shall first
submit to Landlord a complete description of each such substance, including its chemical composition, and a sample of such substance suitable for laboratory testing. Landlord shall promptly determine whether or not the substance can be deposited
into the drains and its determination shall be absolutely binding on Tenant. Upon demand, Tenant shall reimburse Landlord for expenses incurred by Landlord in making such determination. If any substances not so approved hereunder are deposited in
the drains in Tenant’s Premises, Tenant shall be liable to Landlord for all damages resulting therefrom, including but not limited to all costs and expenses incurred by Landlord in repairing or replacing the piping so damaged. 
  

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 (e) Upon any violation of any of the foregoing covenants, in addition to all remedies available to a
landlord against the defaulting tenant, including but not limited to those set forth in Article Eleven of this Lease, Tenant expressly agrees that upon any such violation Landlord may, at its option (i) immediately terminate this Lease by giving
written notice to Tenant of such termination, or (ii) continue this Lease in effect until compliance by Tenant with its clean-up and removal covenant (notwithstanding the expiration of the Term). No action by Landlord hereunder shall impair the
obligations of Tenant pursuant to this Section 7.02. 
  

	7.03	 	LANDLORD ACCESS TO PREMISES; APPROVALS 

  
 (a) Tenant shall permit Landlord to erect, use and maintain pipes, ducts, wiring and conduits in and through the Premises, so long as Tenant’s use,
layout or design of the Premises is not materially affected or altered. Landlord or Landlord’s agents shall have the right to enter upon the Premises in the event of an emergency, or to inspect the Premises, to perform janitorial and other
services (if any), to conduct safety and other testing in the Premises and to make such repairs, alterations, improvements or additions to the Premises or the Building or other parts of the Property as Landlord may reasonably deem necessary or
desirable (including all alterations, improvements and additions in connection with a change in service provider or providers). Janitorial and cleaning services (if any) shall be performed after normal business hours. Any entry or work by Landlord
may be during normal business hours and Landlord shall use reasonable efforts to ensure that any entry or work shall not materially interfere with Tenant’s occupancy or quiet enjoyment of the Premises. 
  
 (b) If Tenant shall not be personally present to permit an entry into the
Premises when for any reason an entry therein shall be necessary or permissible, Landlord (or Landlord’s agents), after attempting to notify Tenant (unless Landlord believes an emergency situation exists), may enter the Premises without
rendering Landlord or its agents liable therefor, and without relieving Tenant of any obligations under this Lease. 
  
 (c) Landlord may enter the Premises for the purpose of conducting such inspections, tests and studies as Landlord may deem desirable or necessary to
confirm Tenant’s compliance with all Laws and Environmental Laws or for other purposes necessary in Landlord’s reasonable judgment to ensure the sound condition of the Property and the systems serving the Property so long as Landlord (i)
does not materially, adversely affect Tenant’s use and occupancy of the Premises, (ii) does not cause damage to Tenant’s equipment and leasehold improvements and (iii) complies with the provisions of this Section 7.03. Landlord’s
rights under this Section 7.03 (c) are for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed, any responsibility to Tenant or any other party as a result of the exercise or non-exercise of such
rights, for compliance with Laws or Environmental Laws or for the accuracy or sufficiency of any item or the quality or suitability of any item for its intended use. 
  
 (d) Landlord may do any of the foregoing, or undertake any of the inspection or work described in the preceding paragraphs
without such action constituting an actual or constructive eviction of Tenant, in whole or in part, or giving rise to an abatement of Rent by reason of loss or interruption of business of the Tenant, or otherwise. 
  
 (e) The review, approval or consent of Landlord with respect to any item
required or permitted under this Lease is for Landlord’s own protection only, and Landlord has not, and shall not be deemed to have assumed, any responsibility to Tenant or any other party, as a result of the exercise or non-exercise of such
rights, for compliance with Laws or Environmental Laws or for the accuracy or sufficiency of any item or the quality or suitability of any item for its intended use. 
  

	7.04	 	QUIET ENJOYMENT 

  
 Landlord covenants, in lieu of any implied covenant of quiet possession or quiet enjoyment, that so long as Tenant is in compliance with the covenants and conditions set forth in this Lease, Tenant shall have the
right to quiet enjoyment of the Premises without hindrance or interference from Landlord or those claiming through Landlord, and subject to the covenants and conditions set forth in the Lease and to the rights of any Mortgagee or ground lessor.

  

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 ARTICLE EIGHT 
 MAINTENANCE 
  

	8.01	 	LANDLORD’S MAINTENANCE 

  
 Subject to Article Fourteen and Section 8.02, Landlord shall maintain the structural portions of the Building, the roof, exterior walls and exterior doors, foundation, and underslab standard sewer system of the
Building in good, clean and safe condition, and shall use reasonable efforts, through Landlord’s program of regularly scheduled preventive maintenance, to keep the Building’s standard heating, ventilation and air conditioning
(“HVAC”) equipment in reasonably good order and condition. Notwithstanding the foregoing, Landlord shall have no responsibility to repair the Building’s standard heating, ventilation and air conditioning equipment, and all such
repairs shall be performed by Tenant pursuant to the terms of Section 8.02. Landlord shall also (a) maintain the landscaping, parking facilities and other Common Areas of the Project in a first-class manner consistent with other projects in the
vicinity of the Premises, and (b) wash the outside of exterior windows at intervals determined by Landlord. Except as provided in Article Fourteen and Article Fifteen, there shall be no abatement of rent, no allowance to Tenant for diminution of
rental value and no liability of Landlord by reason of inconvenience, annoyance or any injury to or interference with Tenant’s business arising from the making of or the failure to make any repairs, alterations or improvements in or to any
portion of the Project or in or to any fixtures, appurtenances or equipment therein. Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect. 
  

	8.02	 	TENANT’S MAINTENANCE 

  
 Subject to the provisions of Article Fourteen, Tenant shall, at Tenant’s sole cost and expense, make all repairs to the Premises and fixtures therein which Landlord is not required to make pursuant to Section
8.01, including repairs to the interior walls, ceilings and windows of the Premises, the interior doors, Tenant’s signage, and the electrical, life-safety, plumbing and heating, ventilation and air conditioning systems located within or serving
the Premises and shall maintain the Premises, the fixtures and utilities systems therein, and the area immediately surrounding the Premises (including all garbage enclosures), in a good, clean and safe condition. Tenant shall deliver to Landlord a
copy of any maintenance contract entered into by Tenant with respect to the Premises. Tenant shall also, at Tenant’s expense, keep any non-standard heating, ventilating and air conditioning equipment and other non-standard equipment in the
Building in good condition and repair, using contractors approved in advance, in writing, by Landlord. Notwithstanding Section 8.01 above, but subject to the waivers set forth in Section 16.04, Tenant will pay for any repairs to the Building or the
Project which are caused by any negligence or carelessness, or by any willful and wrongful act, of Tenant or its assignees, subtenants or employees, or of the respective agents of any of the foregoing persons, or of any other persons permitted in
the Building or elsewhere in the Project by Tenant or any of them. Tenant will maintain the Premises, and will leave the Premises upon termination of this Lease, in a safe, clean, neat and sanitary condition, ordinary wear and tear excepted.

  
 ARTICLE NINE 
 ALTERATIONS AND IMPROVEMENTS 
  

	9.01	 	TENANT ALTERATIONS 

  
 (a) The following provisions shall apply to the completion of any Tenant Alterations: 
  
 (1) Tenant shall not, except as provided herein, without the prior written consent of Landlord, which
consent shall not be unreasonably withheld or delayed, make or cause to be made any Tenant Alterations in or to the Premises or any Property systems serving the Premises. Landlord shall approve or disapprove of, and notify the Tenant of the reasons
for such disapproval, any materials submitted by Tenant with respect obtaining Landlord’s consent as set forth above, within ten (10) days after receipt of the same from the Tenant. Prior to making any Tenant Alterations, Tenant shall also give
Landlord ten (10) days prior written notice (or such earlier notice as would be necessary pursuant to applicable Law) to permit Landlord sufficient time to post appropriate notices of non-responsibility. Subject to all other requirements of this
Article Nine, 

  

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Tenant may undertake Decoration work without Landlord’s prior written consent. Tenant shall furnish Landlord with the names and addresses of all
contractors and subcontractors and copies of all contracts. All Tenant Alterations (other than Decorations) shall be completed at such time and in such manner as Landlord may from time to time designate, and only by contractors or mechanics approved
by Landlord, which approval shall not be unreasonably withheld or delayed, provided, however, that Landlord may, in its sole discretion, specify the engineers and contractors to perform all work relating to the Building’s systems (including the
mechanical, heating, plumbing, security, ventilating, air-conditioning, electrical, communication and the fire and life safety systems in the Building). The contractors, mechanics and engineers who may be used are further limited to those whose work
will not cause or threaten to cause disharmony or interference with Landlord or other tenants in the Building and their respective agents and contractors performing work in or about the Building. Landlord may further condition its consent upon
Tenant furnishing to Landlord and Landlord approving prior to the commencement of any work or delivery of materials to the Premises related to the Tenant Alterations such of the following as specified by Landlord: architectural plans and
specifications, opinions from Landlord’s engineers stating that the Tenant Alterations will not in any way adversely affect the Building’s systems, necessary permits and licenses, certificates of insurance, and such other documents in such
form reasonably requested by Landlord. Landlord may, in the exercise of reasonable judgment, request that Tenant provide Landlord with appropriate evidence of Tenant’s ability to complete and pay for the completion of the Tenant Alterations
such as a performance bond or letter of credit. Upon completion of the Tenant Alterations, Tenant shall deliver to Landlord an as-built mylar and digitized (if available) set of plans and specifications for the Tenant Alterations. 
  
 (2) Tenant shall pay the cost of all Tenant Alterations and
the cost of decorating the Premises and any work to the Property occasioned thereby. In connection with completion of any Tenant Alterations, other than Decoration, Tenant shall pay Landlord a construction fee at Landlord’s then standard rate.
Upon completion of Tenant Alterations, Tenant shall furnish Landlord with contractors’ affidavits and full and final waivers of lien and receipted bills covering all labor and materials expended and used in connection therewith and such other
documentation reasonably requested by Landlord or Mortgagee. 
  
 (3) Tenant agrees to complete all Tenant Alterations (i) in accordance with all Laws, Environmental Laws, all requirements of applicable insurance companies and in accordance with Landlord’s standard construction
rules and regulations, and (ii) in a good and workmanlike manner with the use of good grades of materials. Tenant shall notify Landlord immediately if Tenant receives any notice of violation of any Law in connection with completion of any Tenant
Alterations and shall immediately take such steps as are necessary to remedy such violation. In no event shall such supervision or right to supervise by Landlord nor shall any approvals given by Landlord under this Lease constitute any warranty by
Landlord to Tenant of the adequacy of the design, workmanship or quality of such work or materials for Tenant’s intended use or of compliance with the requirements of Section 9.01(a)(3)(i) and (ii) above or impose any liability upon Landlord in
connection with the performance of such work. 
  
 (b) All of the
items listed on Exhibit G attached hereto and made a part hereof (“Tenant’s Improvements”) and all of Tenant’s Personal Property shall be the sole and exclusive property of Tenant during the Term of this Lease and Tenant
shall be permitted to encumber Tenant’s Personal Property and Tenant’s Improvements during the Term of this Lease; provided, however, that Tenant shall hold Landlord harmless from any and all claims of third parties with respect to
Landlord’s handling of such Tenant’s Personal Property pursuant to the terms of Section 12.02 of this Lease unless Tenant obtains, at Tenant’s sole option, Landlord’s consent to any such encumbrances, such consent to be similar
in form to the form of Landlord’s Consent to Lease of Personal Property attached hereto as Exhibit H and made a part hereof. Tenant shall be entitled to remove Tenant’s Personal Property upon the expiration or earlier termination of this
Lease as provided in Article 12 hereof, but Landlord and Tenant agree that Tenant’s Improvements shall remain in the Premises after the termination or earlier expiration of this Lease. 
  

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 (c) All Tenant Additions to the Premises whether installed by Landlord or Tenant, shall, without
compensation or credit to Tenant, become part of the Premises and the property of Landlord at the time of their installation and shall remain in the Premises, unless pursuant to Article Twelve, Tenant may remove them or is required to remove them at
Landlord’s request. 
  

	9.02	 	LIENS 

  
 Tenant shall not permit any lien or claim for lien of any mechanic, laborer or supplier or any other lien to be filed against the Building, the Land, the Premises, or any other part of the Property arising out of work
performed, or alleged to have been performed by, or at the direction of, or on behalf of Tenant. If any such lien or claim for lien is filed, Tenant shall within ten (10) days of receiving notice of such lien or claim (a) have such lien or claim for
lien released of record or (b) deliver to Landlord a bond in form, content, amount, and issued by surety, satisfactory to Landlord, indemnifying, protecting, defending and holding harmless the Indemnitees against all costs and liabilities resulting
from such lien or claim for lien and the foreclosure or attempted foreclosure thereof. If Tenant fails to take any of the above actions, Landlord, in addition to its rights and remedies under Article Eleven, without investigating the validity of
such lien or claim for lien, may pay or discharge the same and Tenant shall, as payment of additional Rent hereunder, reimburse Landlord upon demand for the amount so paid by Landlord, including Landlord’s reasonable expenses and
attorneys’ fees. 
  
 ARTICLE TEN 
 ASSIGNMENT AND SUBLETTING 
  

	10.01	 	ASSIGNMENT AND SUBLETTING 

  
 (a) Without the prior written consent of Landlord, which may be withheld in Landlord’s sole discretion, Tenant may not sublease, assign, mortgage,
pledge, hypothecate or otherwise transfer or permit the transfer of this Lease or the encumbering of Tenant’s interest therein in whole or in part, by operation of Law or otherwise or permit the use or occupancy of the Premises, or any part
thereof, by anyone other than Tenant, provided, however, if Landlord chooses not to recapture the space proposed to be subleased or assigned as provided in Section 10.02, Landlord shall not unreasonably withhold its consent to a subletting or
assignment under this Section 10.01. Tenant agrees that the provisions governing sublease and assignment set forth in this Article Ten shall be deemed to be reasonable. If Tenant desires to enter into any sublease of the Premises or assignment of
this Lease, Tenant shall deliver written notice thereof to Landlord (“Tenant’s Notice”), together with the identity of the proposed subtenant or assignee and the proposed principal terms thereof and financial and other information
sufficient for Landlord to make an informed judgment with respect to such proposed subtenant or assignee at least thirty (30) days prior to the commencement date of the term of the proposed sublease or assignment. If Tenant proposes to sublease less
than all of Tenant’s Rentable Area of the Premises, the space proposed to be sublet and the space retained by Tenant must each be a marketable unit as reasonably determined by Landlord and otherwise in compliance with all Laws. Landlord shall
notify Tenant in writing of its approval or disapproval of the proposed sublease or assignment or its decision to exercise its rights under Section 10.02 within thirty (30) days after receipt of Tenant’s Notice (and all required information).
In no event may Tenant sublease any portion of the Premises or assign the Lease to any other tenant of the Project. Tenant shall submit for Landlord’s approval (which approval shall not be unreasonably withheld) any advertising which Tenant or
its agents intend to use with respect to the space proposed to be sublet. 
  
 (b) With respect to Landlord’s consent to an assignment or sublease, Landlord may take into consideration any factors which Landlord may deem relevant, and the reasons for which Landlord’s denial shall be
deemed to be reasonable shall include, without limitation, the following: 
  
 (i) the business reputation or creditworthiness of any proposed subtenant or assignee is not acceptable to Landlord; or 
  
 (ii) in Landlord’s reasonable judgment the proposed assignee or subtenant would diminish the value or reputation of the Building or Landlord; or

  

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 (iii) any proposed assignee’s or subtenant’s use of the Premises would violate Section 7.01 of
the Lease or would violate the provisions of any other leases of tenants in the Project; 
  
 (iv) the proposed assignee or subtenant is either a governmental agency, a school or similar operation, or a medical related practice; or 
  
 (v) the proposed subtenant or assignee is a bona fide prospective tenant of Landlord in the Project as demonstrated by a
written proposal dated within ninety (90) days prior to the date of Tenant’s request; or 
  
 (vi) the proposed subtenant or assignee would materially increase the estimated pedestrian and vehicular traffic to and from the Premises and the Building. 
  
 In no event shall Landlord be obligated to consider a consent to any proposed assignment of the Lease which would assign less than the
entire Premises. In the event Landlord wrongfully withholds its consent to any proposed sublease of the Premises or assignment of the Lease, Tenant’s sole and exclusive remedy therefor shall be to seek specific performance of Landlord’s
obligations to consent to such sublease or assignment. 
  
 (c) Any
sublease or assignment shall be expressly subject to the terms and conditions of this Lease. Any subtenant or assignee shall execute such documents as Landlord may reasonably require to evidence such subtenant or assignee’s assumption of the
obligations and liabilities of Tenant under this Lease. Tenant shall deliver to Landlord a copy of all agreements executed by Tenant and the proposed subtenant and assignee with respect to the Premises. Landlord’s approval of a sublease,
assignment, hypothecation, transfer or third party use or occupancy shall not constitute a waiver of Tenant’s obligation to obtain Landlord’s consent to further assignments or subleases, hypothecations, transfers or third party use or
occupancy. 
  
 (d) Notwithstanding anything to the contrary
contained in this Article Ten, Tenant shall have the right, without the prior written consent of Landlord, to sublease the Premises to an Affiliate, or to assign this Lease to an Affiliate, but (i) no later than fifteen (15) days prior to the
effective date of the assignment or sublease, the assignee or sublessee shall execute documents satisfactory to Landlord to evidence such subtenant or assignee’s assumption of the obligations and liabilities of Tenant under this Lease, except
in the case of any assignment which occurs by operation of law (and without a written assignment) as a consequence of merger, consolidation or non-bankruptcy reorganization; (ii) within ten (10) days after the effective date of such assignment or
sublease, give notice to Landlord which notice shall include the full name and address of the assignee or subtenant, and a copy of all agreements executed between Tenant and the assignee or subtenant with respect to the Premises; and (iii) within
fifteen (15) days after Landlord’s request, such documents or information which Landlord reasonably requests for the purpose of substantiating whether or not the assignment or sublease is to an Affiliate. 
  
 For the purposed of this Lease, “Affiliate” shall mean any
corporation or other business entity which (i) is currently owned or controlled by, owns or controls, or is under common ownership or control with Tenant, or (ii) is Tenant’s successor through merger, reorganization or consolidation, or (iii)
acquires substantially all of the assets of Tenant. 
  

	10.02	 	RECAPTURE 

  
 Landlord shall have the option to exclude from the Premises covered by this Lease (“recapture”), the space proposed to be sublet or subject to the assignment, effective as of the proposed commencement date
of such sublease or assignment. If Landlord elects to recapture, Tenant shall surrender possession of the space proposed to be subleased or subject to the assignment to Landlord on the effective date of recapture of such space from the Premises,
such date being the Termination Date for such space. Effective as of the date of recapture of any portion of the Premises pursuant to this section, the Monthly Base Rent, Tenant’s Rentable Area of the Premises and Tenant’s Share shall be
adjusted accordingly. 
  

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	10.03	 	EXCESS RENT 

  
 Tenant shall pay Landlord on the first day of each month during the term of the sublease or assignment, fifty percent (50%) of the amount by which the sum of all rent and other consideration (direct or indirect) due
from the subtenant or assignee for such month exceeds: (i) that portion of the Monthly Base Rent and Rent Adjustments due under this Lease for said month which is allocable to the space sublet or assigned; and (ii) the following costs and expenses
for the subletting or assignment of such space: (1) brokerage commissions and attorneys’ fees and expenses, (2) the actual costs paid in making any improvements or substitutions in the Premises required by any sublease or assignment; and (3)
“free rent” periods, costs of any inducements or concessions given to subtenant or assignee, moving costs, and other amounts in respect of such subtenant’s or assignee’s other leases or occupancy arrangements. All such costs and
expenses shall be amortized over the term of the sublease or assignment pursuant to sound accounting principles. 
  

	10.04	 	TENANT LIABILITY 

  
 In the event of any sublease or assignment, whether or not with Landlord’s consent, Tenant shall not be released or discharged from any liability, whether past, present or future, under this Lease, including any
liability arising from the exercise of any renewal or expansion option, to the extent such exercise is expressly permitted by Landlord. Tenant’s liability shall remain primary, and in the event of default by any subtenant, assignee or successor
of Tenant in performance or observance of any of the covenants or conditions of this Lease, Landlord may proceed directly against Tenant without the necessity of exhausting remedies against said subtenant, assignee or successor. After any
assignment, Landlord may consent to subsequent assignments or subletting of this Lease, or amendments or modifications of this Lease with assignees of Tenant, without notifying Tenant, or any successor of Tenant, and without obtaining its or their
consent thereto, and such action shall not relieve Tenant or any successor of Tenant of liability under this Lease. If Landlord grants consent to such sublease or assignment, Tenant shall pay all reasonable attorneys’ fees and expenses incurred
by Landlord with respect to such assignment or sublease. In addition, if Tenant has any options to extend the term of this Lease or to add other space to the Premises, such options shall not be available to any subtenant or assignee, directly or
indirectly without Landlord’s express written consent, which may be withheld in Landlord’s sole discretion. 
  

	10.05	 	ASSUMPTION AND ATTORNMENT 

  
 If Tenant shall assign this Lease as permitted herein, the assignee shall expressly assume all of the obligations of Tenant hereunder in a written instrument satisfactory to Landlord and furnished to Landlord not
later than fifteen (15) days prior to the effective date of the assignment. If Tenant shall sublease the Premises as permitted herein, Tenant shall, at Landlord’s option, within fifteen (15) days following any request by Landlord, obtain and
furnish to Landlord the written agreement of such subtenant to the effect that the subtenant will attorn to Landlord and will pay all subrent directly to Landlord. 
  
 ARTICLE ELEVEN 
 DEFAULT AND REMEDIES 
  

	11.01	 	EVENTS OF DEFAULT 

  
 The occurrence or existence of any one or more of the following shall constitute a “Default” by Tenant under this Lease: 
  
 (i) Tenant fails to pay any installment or other payment of Rent including Rent Adjustment Deposits or Rent
Adjustments within three (3) days after the date when due; 
  
 (ii) Tenant fails to observe or perform any of the other covenants, conditions or provisions of this Lease or the Workletter and fails to cure such default within thirty (30) days after written notice thereof to
Tenant, unless the default involves a hazardous condition, which shall be cured forthwith or unless the failure to perform is a Default for which this Lease specifies there is no cure or grace period; 
  

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 (iii) the interest of Tenant in this Lease is levied upon under execution or other legal
process; 
  
 (iv) a petition is filed by or
against Tenant to declare Tenant bankrupt or seeking a plan of reorganization or arrangement under any Chapter of the Bankruptcy Act, or any amendment, replacement or substitution therefor, or to delay payment of, reduce or modify Tenant’s
debts, which in the case of an involuntary action is not discharged within thirty (30) days; 
  
 (v) Tenant is declared insolvent by Law or any assignment of Tenant’s property is made for the benefit of creditors; 
  
 (vi) a receiver is appointed for Tenant or Tenant’s
property, which appointment is not discharged within thirty (30) days; 
  
 (vii) any action taken by or against Tenant to reorganize or modify Tenant’s capital structure in a materially adverse way which in the case of an involuntary action is not discharged within thirty (30) days;

  
 (viii) upon the dissolution of Tenant; or

  
 (ix) upon the third occurrence within any
Lease Year that Tenant fails to pay Rent when due or has breached a particular covenant of this Lease (whether or not such failure or breach is thereafter cured within any stated cure or grace period or statutory period). 
  

	11.02	 	LANDLORD’S REMEDIES 

  
 (a) A Default shall constitute a breach of the Lease for which Landlord shall have the rights and remedies set forth in this Section 11.02 and all other
rights and remedies set forth in this Lease or now or hereafter allowed by Law, whether legal or equitable, and all rights and remedies of Landlord shall be cumulative and none shall exclude any other right or remedy. 
  
 (b) With respect to a Default, at any time Landlord may terminate
Tenant’s right to possession by written notice to Tenant stating such election. Any written notice required pursuant to Section 11.01 shall constitute notice of unlawful detainer pursuant to California Code of Civil Procedure Section 1161 if,
at Landlord’s sole discretion, it states Landlord’s election that Tenant’s right to possession is terminated after expiration of any period required by Law or any longer period required by Section 11.01. Upon the expiration of the
period stated in Landlord’s written notice of termination (and unless such notice provides an option to cure within such period and Tenant cures the Default within such period), Tenant’s right to possession shall terminate and this Lease
shall terminate, and Tenant shall remain liable as hereinafter provided. Upon such termination in writing of Tenant’s right to possession, Landlord shall have the right, subject to applicable Law, to re-enter the Premises and dispossess Tenant
and the legal representatives of Tenant and all other occupants of the Premises by unlawful detainer or other summary proceedings, or otherwise as permitted by Law, regain possession of the Premises and remove their property (including their trade
fixtures, personal property and those Tenant Additions which Tenant is required or permitted to remove under Article Twelve), but Landlord shall not be obligated to effect such removal, and such property may, at Landlord’s option, be stored
elsewhere, sold or otherwise dealt with as permitted by Law, at the risk of, expense of and for the account of Tenant, and the proceeds of any sale shall be applied pursuant to Law. Landlord shall in no event be responsible for the value,
preservation or safekeeping of any such property. Tenant hereby waives all claims for damages that may be caused by Landlord’s removing or storing Tenant’s personal property pursuant to this Section or Section 12.01, and Tenant hereby
indemnifies, and agrees to defend, protect and hold harmless, the Indemnitees from any and all loss, claims, demands, actions, expenses, liability and cost (including attorneys’ fees and expenses) arising out of or in any way related to such
removal or storage. Upon such written termination of Tenant’s right to possession and this Lease, Landlord shall have the right to recover damages for Tenant’s Default as provided below: 
  
 (1) the worth at the time of award of the unpaid Rent which
had been earned at the time of termination; 
  

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 (2) the worth at the time of award of the amount by which the unpaid Rent which would
have been earned after termination until the time of award exceeds the amount of such Rent loss that Tenant proves could reasonably have been avoided; 
  
 (3) the worth at the time of award of the amount by which the unpaid Rent for the balance of the term of this Lease after the time of
award exceeds the amount of such Rent loss that Tenant proves could be reasonably avoided; and 
  
 (4) any other amount necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its
obligations under this Lease or which in the ordinary course of things would be likely to result therefrom. The word “rent” as used in this Section 11.02 shall have the same meaning as the defined term Rent in this Lease. The “worth
at the time of award” of the amount referred to in clauses (1) and (2) above is computed by allowing interest at the Default Rate. The worth at the time of award of the amount referred to in clause (3) above is computed by discounting such
amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%). For the purpose of determining unpaid Rent under clause (3) above, the monthly Rent reserved in this Lease shall be deemed to be the
sum of the Monthly Base Rent, and monthly Storage Space Rent, if any, and the amounts last payable by Tenant as Rent Adjustments for the calendar year in which Landlord terminated this Lease as provided hereinabove. 
  
 (c) Even if Tenant is in Default and/or has abandoned the Premises, this
Lease shall continue in effect for so long as Landlord does not terminate Tenant’s right to possession by written notice as provided in Section 11.02(b) above, and Landlord may enforce all its rights and remedies under this Lease, including the
right to recover Rent as it becomes due under this Lease. In such event, Landlord shall have all of the rights and remedies of a landlord under California Civil Code Section 1951.4 (lessor may continue Lease in effect after Tenant’s Default and
abandonment and recover Rent as it becomes due, if Tenant has the right to sublet or assign, subject only to reasonable limitations), or any successor statute. During such time as Tenant is in Default, if Landlord has not terminated this Lease by
written notice and if Tenant requests Landlord’s consent to an assignment of this Lease or a sublease of the Premises, subject to Landlord’s option to recapture pursuant to Section 10.02, Landlord shall not unreasonably withhold its
consent to such assignment or sublease. Tenant acknowledges and agrees that the provisions of Article Ten shall be deemed to constitute reasonable limitations of Tenant’s right to assign or sublet. Tenant acknowledges and agrees that in the
absence of written notice pursuant to Section 11.02(b) above terminating Tenant’s right to possession, no other act of Landlord shall constitute a termination of Tenant’s right to possession or an acceptance of Tenant’s surrender of
the Premises, including acts of maintenance or preservation or efforts to relet the Premises or the appointment of a receiver upon initiative of Landlord to protect Landlord’s interest under this Lease or the withholding of consent to a
subletting or assignment, or terminating a subletting or assignment, if in accordance with other provisions of this Lease. 
  
 (d) In the event that Landlord seeks an injunction with respect to a breach or threatened breach by Tenant of any of the covenants, conditions or
provisions of this Lease, Tenant agrees to pay the premium for any bond required in connection with such injunction. 
  
 (e) Tenant hereby waives any and all rights to relief from forfeiture, redemption or reinstatement granted by Law (including California Civil Code of
Procedure Sections 1174 and 1179) in the event of Tenant being evicted or dispossessed for any cause or in the event of Landlord obtaining possession of the Premises by reason of Tenant’s Default or otherwise; 
  

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 (f) When this Lease requires giving or service of a notice, that notice shall replace rather than
supplement any equivalent or similar statutory notice, including any equivalent or similar notices required by California Code of Civil Procedure Section 1161 or any similar or successor statute. When a statute requires service of a notice in a
particular manner, service of that notice (or a similar notice required by this Lease) in the manner required by Article Twenty-four shall replace and satisfy the statutory service–of–notice procedures, including those required by Code of
Civil Procedure section 1162 or any similar or successor statute. 
  
 (g) The voluntary or other surrender or termination of this Lease, or a mutual termination or cancellation thereof, shall not work a merger and shall terminate all or any existing assignments, subleases, subtenancies or occupancies
permitted by Tenant, except if and as otherwise specified in writing by Landlord. 
  
 (h) No delay or omission in the exercise of any right or remedy of Landlord upon any default by Tenant, and no exercise by Landlord of its rights pursuant to Section 26.15 to perform any duty which Tenant fails timely
to perform, shall impair any right or remedy or be construed as a waiver. No provision of this Lease shall be deemed waived by Landlord unless such waiver is in a writing signed by Landlord. The waiver by Landlord of any breach of any provision of
this Lease shall not be deemed a waiver of any subsequent breach of the same or any other provision of this Lease. 
  

	11.03	 	ATTORNEY’S FEES 

  
 In the event any party brings any suit or other proceeding with respect to the subject matter or enforcement of this Lease, the prevailing party (as determined by a final, non-appealable judgment by the court, agency
or other authority before which such suit or proceeding is commenced) shall, in addition to such other relief as may be awarded, be entitled to recover attorneys’ fees, expenses and costs of investigation as actually incurred, including court
costs, expert witness fees, costs and expenses of investigation, and all attorneys’ fees, costs and expenses in any such suit or proceeding (including in any action or participation in or in connection with any case or proceeding under the
Bankruptcy Code, 11 United States Code Sections 101 et seq., or any successor statutes, in establishing or enforcing the right to indemnification, in appellate proceedings, or in connection with the enforcement or collection of any
judgment obtained in any such suit or proceeding). 
  

	11.04	 	BANKRUPTCY 

  
 The following provisions shall apply in the event of the bankruptcy or insolvency of Tenant: 
  
 (a) In connection with any proceeding under Chapter 7 of the Bankruptcy Code where the trustee of Tenant elects to assume this Lease for the purposes of
assigning it, such election or assignment, may only be made upon compliance with the provisions of (b) and (c) below, which conditions Landlord and Tenant acknowledge to be commercially reasonable. In the event the trustee elects to reject this
Lease then Landlord shall immediately be entitled to possession of the Premises without further obligation to Tenant or the trustee. 
  
 (b) Any election to assume this Lease under Chapter 11 or 13 of the Bankruptcy Code by Tenant as debtor-in-possession or by Tenant’s trustee (the
“Electing Party”) must provide for: 
  
 The Electing
Party to cure or provide to Landlord adequate assurance that it will cure all monetary defaults under this Lease within fifteen (15) days from the date of assumption and it will cure all nonmonetary defaults under this Lease within thirty (30) days
from the date of assumption. Landlord and Tenant acknowledge such condition to be commercially reasonable. 
  
 (c) If the Electing Party has assumed this Lease or elects to assign Tenant’s interest under this Lease to any other person, such interest may be
assigned only if the intended assignee has provided adequate assurance of future performance (as herein defined), of all of the obligations imposed on Tenant under this Lease. 
  

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 For the purposes hereof, “adequate assurance of future performance” means that Landlord has
ascertained that each of the following conditions has been satisfied: 
  
 (i) The assignee has submitted a current financial statement, certified by its chief financial officer, which shows a net worth and working capital in amounts sufficient to assure the future performance by the
assignee of Tenant’s obligations under this Lease; and 
  
 (ii) Landlord has obtained consents or waivers from any third parties which may be required under a lease, mortgage, financing arrangement, or other agreement by which Landlord is bound, to enable Landlord to permit
such assignment. 
  
 (d) Landlord’s acceptance of rent or any
other payment from any trustee, receiver, assignee, person, or other entity will not be deemed to have waived, or waive, the requirement of Landlord’s consent, Landlord’s right to terminate this Lease for any transfer of Tenant’s
interest under this Lease without such consent, or Landlord’s claim for any amount of Rent due from Tenant. 
  

	11.05	 	LANDLORD’S DEFAULT 

  
 Landlord shall be in default hereunder in the event Landlord has not begun and pursued with reasonable diligence the cure of any failure of Landlord to meet its obligations hereunder within thirty (30) days after the
receipt by Landlord of written notice from Tenant of the alleged failure to perform. In no event shall Tenant have the right to terminate or rescind this Lease as a result of Landlord’s default as to any covenant or agreement contained in this
Lease. Tenant hereby waives such remedies of termination and rescission and hereby agrees that Tenant’s remedies for default hereunder and for breach of any promise or inducement shall be limited to a suit for damages and/or injunction. In
addition, Tenant hereby covenants that, prior to the exercise of any such remedies, it will give Mortgagee notice and a reasonable time to cure any default by Landlord as set forth in Section 23.02. 
  
 ARTICLE TWELVE 
 SURRENDER OF PREMISES 
  

	12.01	 	IN GENERAL 

  
 Upon the Termination Date, Tenant shall surrender and vacate the Premises immediately and deliver possession thereof to Landlord in a clean, good and tenantable condition, ordinary wear and tear, and damage caused by
Landlord excepted. Tenant shall deliver to Landlord all keys to the Premises. Tenant shall remove from the Premises all of Tenant’s Personal Property, including, subject to Section 6.04, cabling for any of the foregoing; however, Tenant shall
not be entitled to remove any of Tenant’s Improvements. Additionally, Tenant shall be entitled to remove all such Tenant Additions which at the time of their installation Landlord and Tenant agreed may be removed by Tenant. Tenant shall also
remove such other Tenant Additions as required by Landlord, including any Tenant Additions containing Hazardous Material. In addition, Tenant shall, if requested by Landlord prior to the Termination Date, remove the 125 KVA ONAN emergency generator
and the 2 door Hazardous Material Container listed forth on Exhibit E attached hereto. Tenant immediately shall repair all damage resulting from removal of any of Tenant’s property, furnishings or Tenant Additions, shall close all floor,
ceiling and roof openings and shall restore the Premises to a tenantable condition as reasonably determined by Landlord. If any of the Tenant Additions which were installed by Tenant involved the lowering of ceilings, raising of floors or the
installation of specialized wall or floor coverings or lights, then Tenant shall also be obligated to return such surfaces to their condition prior to the commencement of this Lease. In the event possession of the Premises is not delivered to
Landlord when required hereunder, or if Tenant shall fail to remove those items described above, Landlord may (but shall not be obligated to), at Tenant’s expense, remove any of such property and store, sell or otherwise deal with such property
as provided in Section 11.02(b), including the waiver and indemnity obligations provided in that Section, and undertake, at Tenant’s expense, such restoration work as Landlord deems necessary or advisable. 
  

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	12.02	 	LANDLORD’S RIGHTS 

  
 All property which may be removed from the Premises by Landlord shall be conclusively presumed to have been abandoned by Tenant and Landlord may deal with such property as provided in Section 11.02(b), including the
waiver and indemnity obligations provided in that Section. Tenant shall also reimburse Landlord for all costs and expenses incurred by Landlord in removing any of Tenant’s Personal Property not removed by Tenant pursuant to the provisions of
Sections 11.02(b) or 12.01 and/or the Tenant Additions and in restoring the Premises to the condition required by this Lease at the Termination Date. 
  
 ARTICLE THIRTEEN 
 HOLDING OVER 
  
 Tenant shall pay Landlord the greater of (i) 150% of the monthly Rent payable for the month
immediately preceding the holding over (including increases for Rent Adjustments which Landlord may reasonably estimate) or, (ii) 150% of the fair market rental value of the Premises as reasonably determined by Landlord for each month or portion
thereof that Tenant retains possession of the Premises, or any portion thereof, after the Termination Date (without reduction for any partial month that Tenant retains possession). Tenant shall also pay all damages sustained by Landlord by reason of
such retention of possession. The provisions of this Article shall not constitute a waiver by Landlord of any re-entry rights of Landlord and Tenant’s continued occupancy of the Premises shall be as a tenancy in sufferance. 
  
 ARTICLE FOURTEEN 
 DAMAGE BY FIRE OR OTHER CASUALTY 
  

	14.01	 	SUBSTANTIAL UNTENANTABILITY 

  
 (a) If any fire or other casualty (whether insured or uninsured) renders all or a substantial portion of the Premises or the Building untenantable,
Landlord shall, with reasonable promptness after the occurrence of such damage, estimate the length of time that will be required to substantially complete the repair and restoration and shall by notice advise Tenant of such estimate
(“Landlord’s Notice”). If Landlord estimates that the amount of time required to substantially complete such repair and restoration will exceed one hundred eighty (180) days from the date such damage occurred, then Landlord, if
Landlord is concurrently terminating the leases of all other tenants in the Building that the Premises are located, or Tenant, if all or a substantial portion of the Premises is rendered untenantable, shall have the right to terminate this Lease as
of the date of such damage upon giving written notice to the other at any time within thirty (30) days after delivery of Landlord’s Notice, provided that if Landlord so chooses, Landlord’s Notice may also constitute such notice of
termination. In addition, if such damage is to the Premises and occurs during the last twelve (12) months of the Term, either Tenant or Landlord shall have the right to terminate this Lease as of the date of such casualty by giving written notice
thereof to the other within thirty (30) days after the date of such casualty. 
  
 (b) In the event that the Building is damaged or destroyed to the extent of more than twenty-five percent (25%) of its replacement cost or to any extent if no insurance proceeds or insufficient insurance proceeds are
receivable by Landlord, or if the buildings at the Project shall be damaged to the extent of fifty percent (50%) or more of the replacement value or to any extent if no insurance proceeds or insufficient insurance proceeds are receivable by
Landlord, and regardless of whether or not the Premises be damaged, Landlord may elect by written notice to Tenant given within thirty (30) days after the occurrence of the casualty to terminate this Lease in lieu of so restoring the Premises, in
which event this Lease shall terminate as of the date specified in Landlord’s notice, which date shall be no later than sixty (60) days following the date of Landlord’s notice. 
  
 (c) Unless this Lease is terminated as provided in the preceding Subsections 14.01 (a) and (b), Landlord shall proceed with
reasonable promptness to repair and restore the Premises to its condition as existed prior to such casualty, subject to reasonable delays for insurance adjustments and Force Majeure delays, and also subject to zoning Laws and building codes then in
effect. Landlord shall have no liability to 

  

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Tenant, and Tenant shall not be entitled to terminate this Lease if such repairs and restoration are not in fact completed within the time period estimated
by Landlord so long as Landlord shall proceed with reasonable diligence to complete such repairs and restoration. 
  
 (d) Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damages
to the Premises, except for those proceeds of Tenant’s insurance of its own personal property, trade fixtures and equipment which would be removable by Tenant at the Termination Date. All such insurance proceeds relating to damage to the
Premises shall be payable to Landlord whether or not the Premises are to be repaired and restored, provided, however, if this Lease is not terminated and the parties proceed to repair and restore Tenant Additions at Tenant’s cost, to the extent
Landlord received proceeds of Tenant’s insurance covering Tenant Additions, such proceeds shall be applied to reimburse Tenant for its cost of repairing and restoring Tenant Additions. 
  
 (e) Notwithstanding anything in this Article Fourteen to the contrary: (i)
Landlord shall have no duty pursuant to this Section to repair or restore any portion of any Tenant Additions or to expend for any repair or restoration of the Premises or Building amounts in excess of insurance proceeds paid to Landlord and
available for repair or restoration; and (ii) Tenant shall not have the right to terminate this Lease pursuant to this Section if any damage or destruction was caused by the act or neglect of Tenant, its agent or employees. Whether or not the Lease
is terminated pursuant to this Article Fourteen, in no event shall Tenant be entitled to receive from Landlord any compensation or damages for loss of the use of the whole or any part of the Premises or for any inconvenience or annoyance occasioned
by any such damage, destruction, rebuilding or restoration of the Premises or the Building or access thereto. 
  
 (f) Any repair or restoration of the Premises performed by Tenant shall be in accordance with the provisions of Article Nine hereof. 
  

	14.02	 	INSUBSTANTIAL UNTENANTABILITY 

  
 Unless this Lease is terminated as provided in the preceding Subsections 14.01 (a) and (b), then Landlord shall proceed to repair and restore the Building or the Premises
other than Tenant Additions, with reasonable promptness, unless such damage is to the Premises and occurs during the last six (6) months of the Term, in which event either Tenant or Landlord shall have the right to terminate this Lease as of the
date of such casualty by giving written notice thereof to the other within thirty (30) days after the date of such casualty. Notwithstanding the foregoing, Landlord’s obligation to repair shall be limited in accordance with the provisions of
Section 14.01 above. 
  

	14.03	 	RENT ABATEMENT 

  
 Except for the negligence or willful act of Tenant or its agents, employees, contractors or invitees, if all or any part of the Premises are rendered untenantable by fire or other casualty and this Lease is not
terminated, Monthly Base Rent and Rent Adjustments shall abate for that part of the Premises which is untenantable on a per diem basis from the date of the casualty until thirty (30) days after Landlord has Substantially Completed the repair and
restoration work in the Premises which it is required to perform, provided, that as a result of such casualty, Tenant does not occupy the portion of the Premises which is untenantable during such period. 
  

	14.04	 	WAIVER OF STATUTORY REMEDIES 

  
 The provisions of this Lease, including this Article Fourteen, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or
destruction of, the Premises or the Property or any part of either, and any Law, including Sections 1932(2), 1933(4), 1941 and 1942 of the California Civil Code, with respect to any rights or obligations concerning damage or destruction shall have
no application to this Lease or to any damage to or destruction of all or any part of the Premises or the Property or any part of either, and are hereby waived. 
  


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 ARTICLE FIFTEEN 
 EMINENT DOMAIN 
  

	15.01	 	TAKING OF WHOLE OR SUBSTANTIAL PART 

  
 In the event the whole or any substantial part of the Building or of the Premises is taken or condemned by any competent authority for any public use or purpose
(including a deed given in lieu of condemnation) and is thereby rendered untenantable, this Lease shall terminate as of the date title vests in such authority or any earlier date on which possession is required to be surrendered to such authority,
and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. Further, if at least twenty-five percent (25%) of the rentable area of the Project is taken or condemned by any competent authority for any public use or
purpose (including a deed given in lieu of condemnation), and regardless of whether or not the Premises be so taken or condemned, Landlord may elect by written notice to Tenant to terminate this Lease as of the date title vests in such authority or
any earlier date on which possession is required to be surrendered to such authority, and Monthly Base Rent and Rent Adjustments shall be apportioned as of the Termination Date. Landlord may, without any obligation to Tenant, agree to sell or convey
to the taking authority the Premises, the Building, Tenant’s Phase, the Project or any portion thereof sought by the taking authority, free from this Lease and the right of Tenant hereunder, without first requiring that any action or proceeding
be instituted or, if instituted, pursued to a judgment. Notwithstanding anything to the contrary herein set forth, in the event the taking of the Building or Premises is temporary (for less than the remaining term of the Lease), Landlord may elect
either (i) to terminate this Lease or (ii) permit Tenant to receive the entire award attributable to the Premises in which case Tenant shall continue to pay Rent and this Lease shall not terminate. 
  

	15.02	 	TAKING OF PART 

  
 In the event a part of the Building or the Premises is taken or condemned by any competent authority (or a deed is delivered in lieu of condemnation) and this Lease is not terminated, the Lease shall be amended to
reduce or increase, as the case may be, the Monthly Base Rent and Tenant’s Share to reflect Tenant’s Rentable Area of the Premises or Building, as the case may be, remaining after any such taking or condemnation. Landlord, upon receipt and
to the extent of the award in condemnation (or proceeds of sale) shall make necessary repairs and restorations to the Premises (exclusive of Tenant Additions) and to the Building to the extent necessary to constitute the portion of the Building not
so taken or condemned as a complete architectural and economically efficient unit. Notwithstanding the foregoing, if as a result of any taking, or a governmental order that the grade of any street or alley adjacent to the Building is to be changed
and such taking or change of grade makes it necessary or desirable to substantially remodel or restore the Building or prevents the economical operation of the Building, Landlord shall have the right to terminate this Lease upon ninety (90) days
prior written notice to Tenant. 
  

	15.03	 	COMPENSATION 

  
 Landlord shall be entitled to receive the entire award (or sale proceeds) from any such taking, condemnation or sale without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any,
in such award; provided, however, Tenant shall have the right separately to pursue against the condemning authority a separate award in respect of the loss, if any, to Tenant Additions paid for by Tenant without any credit or allowance from
Landlord, for fixtures or personal property of Tenant, or for relocation or business interruption expenses, so long as there is no diminution of Landlord’s award as a result. 
  
 ARTICLE SIXTEEN 
 INSURANCE 
  

	16.01	 	TENANT’S INSURANCE 

  
 Tenant, at Tenant’s expense, agrees to maintain in force, with a company or companies acceptable to Landlord, during the Term: (a) Commercial General Liability Insurance on a primary basis and without any right
of contribution from any insurance carried by Landlord covering the Premises on an occurrence basis 

  

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against all claims for personal injury, bodily injury, death and property damage, including contractual liability covering the indemnification provisions in
this Lease. Such insurance shall be for such limits that are reasonably required by Landlord from time to time but not less than a combined single limit of Five Million and No/100 Dollars ($5,000,000.00); (b) Workers’ Compensation and
Employers’ Liability Insurance to the extent required by and in accordance with the Laws of the State of California; (c) “All Risks” property insurance in an amount adequate to cover the full replacement cost of all Tenant Additions
to the Premises, equipment, installations, fixtures and contents of the Premises in the event of loss; (d) In the event a motor vehicle is to be used by Tenant in connection with its business operation from the Premises, Comprehensive Automobile
Liability Insurance coverage with limits of not less than Three Million and No/100 Dollars ($3,000,000.00) combined single limit coverage against bodily injury liability and property damage liability arising out of the use by or on behalf of Tenant,
its agents and employees in connection with this Lease, of any owned, non-owned or hired motor vehicles; and (e) such other insurance or coverages as Landlord reasonably requires. 
  

	16.02	 	FORM OF POLICIES 

  
 Each policy referred to in 16.01 shall satisfy the following requirements. Each policy shall (i) name Landlord and the Indemnitees as additional insureds (except Workers’ Compensation and Employers’
Liability Insurance), (ii) be issued by one or more responsible insurance companies licensed to do business in the State of California reasonably satisfactory to Landlord, (iii) where applicable, provide for deductible amounts satisfactory to
Landlord and not permit co-insurance, (iv) shall provide that such insurance may not be canceled or amended without thirty (30) days’ prior written notice to the Landlord, and (v) each policy of “All-Risks” property insurance shall
provide that the policy shall not be invalidated should the insured waive in writing prior to a loss, any or all rights of recovery against any other party for losses covered by such policies. Tenant shall deliver to Landlord, certificates of
insurance and at Landlord’s request, copies of all policies and renewals thereof to be maintained by Tenant hereunder, not less than ten (10) days prior to the Commencement Date and not less than ten (10) days prior to the expiration date of
each policy. 
  

	16.03	 	LANDLORD’S INSURANCE 

  
 Landlord agrees to purchase and keep in full force and effect during the Term hereof, including any extensions or renewals thereof, insurance under policies issued by insurers of recognized responsibility, qualified
to do business in the State of California on the Building in amounts not less than the greater of eighty (80%) percent of the then full replacement cost (without depreciation) of the Building (above foundations and excluding Tenant Additions to the
Premises) or an amount sufficient to prevent Landlord from becoming a co-insurer under the terms of the applicable policies, against fire and such other risks as may be included in standard forms of all risk coverage insurance reasonably available
from time to time. Landlord agrees to maintain in force during the Term, Commercial General Liability Insurance covering the Building on an occurrence basis against all claims for personal injury, bodily injury, death and property damage. Such
insurance shall be for a combined single limit of Five Million and No/100 Dollars ($5,000,000.00). Neither Landlord’s obligation to carry such insurance nor the carrying of such insurance shall be deemed to be an indemnity by Landlord with
respect to any claim, liability, loss, cost or expense due, in whole or in part, to Tenant’s negligent acts or omissions or willful misconduct. Without obligation to do so, Landlord may, in its sole discretion from time to time, carry insurance
in amounts greater and/or for coverage additional to the coverage and amounts set forth above. 
  

	16.04	 	WAIVER OF SUBROGATION 

  
 (a) Landlord agrees that, if obtainable at no, or minimal, additional cost, and so long as the same is permitted under the laws of the State of
California, it will include in its “All Risks” policies appropriate clauses pursuant to which the insurance companies (i) waive all right of subrogation against Tenant with respect to losses payable under such policies and/or (ii) agree
that such policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policies. 
  

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 (b) Tenant agrees to include, if obtainable at no, or minimal, additional cost, and so long as the same
is permitted under the laws of the State of California, in its “All Risks” insurance policy or policies on Tenant Additions to the Premises, whether or not removable, and on Tenant’s furniture, furnishings, fixtures and other property
removable by Tenant under the provisions of this Lease appropriate clauses pursuant to which the insurance company or companies (i) waive the right of subrogation against Landlord and/or any tenant of space in the Building with respect to losses
payable under such policy or policies and/or (ii) agree that such policy or policies shall not be invalidated should the insured waive in writing prior to a loss any or all right of recovery against any party for losses covered by such policy or
policies. If Tenant is unable to obtain in such policy or policies either of the clauses described in the preceding sentence, Tenant shall, if legally possible and without necessitating a change in insurance carriers, have Landlord named in such
policy or policies as an additional insured. If Landlord shall be named as an additional insured in accordance with the foregoing, Landlord agrees to endorse promptly to the order of Tenant, without recourse, any check, draft, or order for the
payment of money representing the proceeds of any such policy or representing any other payment growing out of or connected with said policies, and Landlord does hereby irrevocably waive any and all rights in and to such proceeds and payments.

  
 (c) Provided that Landlord’s right of full recovery under
its policy or policies aforesaid is not adversely affected or prejudiced thereby, Landlord hereby waives any and all right of recovery which it might otherwise have against Tenant, its servants, agents and employees, for loss or damage occurring to
the Real Property and the fixtures, appurtenances and equipment therein, except Tenant Additions, to the extent the same is covered by Landlord’s insurance, notwithstanding that such loss or damage may result from the negligence or fault of
Tenant, its servants, agents or employees. Provided that Tenant’s right of full recovery under its aforesaid policy or policies is not adversely affected or prejudiced thereby, Tenant hereby waives any and all right of recovery which it might
otherwise have against Landlord, its servants, and employees and against every other tenant in the Real Property who shall have executed a similar waiver as set forth in this Section 16.04 (c) for loss or damage to Tenant Additions, whether or not
removable, and to Tenant’s furniture, furnishings, fixtures and other property removable by Tenant under the provisions hereof to the extent the same is covered or coverable by Tenant’s insurance required under this Lease, notwithstanding
that such loss or damage may result from the negligence or fault of Landlord, its servants, agents or employees, or such other tenant and the servants, agents or employees thereof. 
  
 (d) Landlord and Tenant hereby agree to advise the other promptly if the clauses to be included in their respective
insurance policies pursuant to subparagraphs (a) and (b) above cannot be obtained on the terms hereinbefore provided and thereafter to furnish the other with a certificate of insurance or copy of such policies showing the naming of the other as an
additional insured, as aforesaid. Landlord and Tenant hereby also agree to notify the other promptly of any cancellation or change of the terms of any such policy which would affect such clauses or naming. All such policies which name both Landlord
and Tenant as additional insureds shall, to the extent obtainable, contain agreements by the insurers to the effect that no act or omission of any additional insured will invalidate the policy as to the other additional insureds. 
  

	16.05	 	NOTICE OF CASUALTY 

  
 Tenant shall give Landlord notice in case of a fire or accident in the Premises promptly after Tenant is aware of such event. 
  
 ARTICLE SEVENTEEN 
 WAIVER OF CLAIMS AND
INDEMNITY 
  

	17.01	 	WAIVER OF CLAIMS 

  
 To the extent permitted by Law, Tenant releases the Indemnitees from, and waives all claims for, damage to person or property sustained by the Tenant or any occupant of the Premises or the Property resulting directly
or indirectly from any existing or future condition, defect, matter or thing in and about the Premises or the Property or any part of either or any equipment or appurtenance therein, or resulting from any accident in or about the Premises or the
Property, or resulting directly or indirectly from any act or neglect of 

  

 36 








 
any tenant or occupant of the Property or of any other person, including Landlord’s agents and servants, except to the extent caused by the gross
negligence or willful and wrongful act of any of the Indemnitees. To the extent permitted by Law, Tenant hereby waives any consequential damages, compensation or claims for inconvenience or loss of business, rents, or profits as a result of such
injury or damage, whether or not caused by the willful and wrongful act of any of the Indemnitees. If any such damage, whether to the Premises or the Property or any part of either, or whether to Landlord or to other tenants in the Property, results
from any act or neglect of Tenant, its employees, servants, agents, contractors, invitees or customers, Tenant shall be liable therefor and Landlord may, at Landlord’s option, repair such damage and Tenant shall, upon demand by Landlord, as
payment of additional Rent hereunder, reimburse Landlord within ten (10) days of demand for the total cost of such repairs, in excess of amounts, if any, paid to Landlord under insurance covering such damages. Tenant shall not be liable for any such
damage caused by its acts or neglect if Landlord or a tenant has recovered the full amount of the damage from proceeds of insurance policies and the insurance company has waived its right of subrogation against Tenant. 
  

	17.02	 	INDEMNITY BY TENANT 

  
 To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including
attorneys’ fees and expenses for the defense thereof, arising from Tenant’s occupancy of the Premises, from the undertaking of any Tenant Additions or repairs to the Premises, from the conduct of Tenant’s business on the Premises, or
from any breach or default on the part of Tenant in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this Lease, or from any willful act or negligence of Tenant, its agents, contractors,
servants, employees, customers or invitees, in or about the Premises or the Property or any part of either. In case of any action or proceeding brought against the Indemnitees by reason of any such claim, upon notice from Landlord, Tenant covenants
to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all actions, claims and demands related to the foregoing indemnity. The
foregoing indemnity shall not operate to relieve Indemnitees of liability to the extent such liability is caused by the gross negligence or willful and wrongful act of Indemnitees. Further, the foregoing indemnity is subject to and shall not
diminish any waivers in effect in accordance with Section 16.04 by Landlord or its insurers to the extent of amounts, if any, paid to Landlord under its “All-Risks” property insurance. 
  
 Any indemnification, exculpation or waiver provisions under this Article Seventeen shall not
be deemed to exculpate or indemnify Landlord against its own negligence or that of its agents, or servants or employees. 
  
 ARTICLE EIGHTEEN 
 RULES AND REGULATIONS

  

	18.01	 	RULES 

  
 Tenant agrees for itself and for its subtenants, employees, agents, and invitees to comply with all rules and regulations for use of the Premises, the Building, the Phase and the Project imposed by Landlord, as the
same may be revised from time to time, so long as a copy of such rules and regulations are delivered to Tenant, including the following: (a) Tenant shall comply with all of the requirements of Landlord’s emergency response plan, as the same may
be amended from time to time; and (b) Tenant shall not place any furniture, furnishings, fixtures or equipment in the Premises in a manner so as to obstruct the windows of the Premises to cause the Building, in Landlord’s good faith
determination, to appear unsightly from the exterior. Such rules and regulations are and shall be imposed for the cleanliness, good appearance, proper maintenance, good order and reasonable use of the Premises, the Building, the Phase and the
Project and as may be necessary for the enjoyment of the Building and the Project by all tenants and their clients, customers, and employees. 
  

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	18.02	 	ENFORCEMENT 

  
 Nothing in this Lease shall be construed to impose upon the Landlord any duty or obligation to enforce the rules and regulations as set forth above or as hereafter adopted, or the terms, covenants or conditions of any
other lease as against any other tenant, and the Landlord shall not be liable to the Tenant for violation of the same by any other tenant, its servants, employees, agents, visitors or licensees. Landlord shall use reasonable efforts to enforce the
rules and regulations of the Building in a uniform and non-discriminatory manner. 
  
 ARTICLE NINETEEN 
 LANDLORD’S RESERVED RIGHTS 
  
 Landlord shall have the following rights exercisable without notice to Tenant and without
liability to Tenant for damage or injury to persons, property or business and without being deemed an eviction or disturbance of Tenant’s use or possession of the Premises or giving rise to any claim for offset or abatement of Rent: (1) to
change the Building’s name or street address upon thirty (30) days’ prior written notice to Tenant; (2) to install, affix and maintain all signs on the exterior and/or interior of the Building; (3) to designate and/or approve prior to
installation, all types of signs, window shades, blinds, drapes, awnings or other similar items, and all internal lighting that may be visible from the exterior of the Premises; (4) upon reasonable notice to Tenant, to display the Premises to
prospective purchasers at reasonable hours at any time during the Term and to prospective tenants at reasonable hours during the last twelve (12) months of the Term; (5) to grant to any party the exclusive right to conduct any business or render any
service in or to the Building, provided such exclusive right shall not operate to prohibit Tenant from using the Premises for the purpose permitted hereunder; (6) to change the arrangement and/or location of entrances or passageways, doors and
doorways, corridors, elevators, stairs, washrooms or public portions of the Building, and to close entrances, doors, corridors, elevators or other facilities, provided that such action shall not materially and adversely interfere with Tenant’s
access to the Premises or the Building; and (7) to have access for Landlord and other tenants of the Building to any mail chutes and boxes located in or on the Premises as required by any applicable rules of the United States Post Office.

  
 ARTICLE TWENTY 
 ESTOPPEL CERTIFICATE 
  

	20.01	 	IN GENERAL 

  
 Within fifteen (15) days after request therefor by Landlord, Mortgagee or any prospective mortgagee or owner, Tenant agrees as directed in such request to execute an Estoppel Certificate in reasonable form, binding
upon Tenant, certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that this Lease as modified is in full force and effect); (ii) the dates to which
Rent has been paid; (iii) that Tenant is in the possession of the Premises if that is the case; (iv) to Tenant’s knowledge, that Landlord is not in default under this Lease, or, if Tenant believes Landlord is in default, the nature thereof in
detail; (v) to Tenant’s knowledge, that Tenant has no offsets or defenses to the performance of its obligations under this Lease (or if Tenant believes there are any offsets or defenses, a full and complete explanation thereof); (vi) that the
Premises have been completed in accordance with the terms and provisions hereof, that Tenant has accepted the Premises and the condition thereof and of all improvements thereto and has no claims against Landlord or any other party with respect
thereto; (vii) that if an assignment of rents or leases has been served upon the Tenant by a Mortgagee, Tenant will acknowledge receipt thereof and agree to be bound by the provisions thereof; (viii) that Tenant will give to the Mortgagee copies of
all notices required or permitted to be given by Tenant to Landlord; and (ix) to any other information reasonably requested. 
  

	20.02	 	ENFORCEMENT 

  
 In the event that Tenant fails to deliver an Estoppel Certificate, then such failure shall be a Default for which there shall be no cure or grace period. Tenant shall be deemed to have irrevocably appointed Landlord
as Tenant’s attorney-in-fact to execute and deliver such Estoppel Certificate. 
  

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 ARTICLE TWENTY-ONE 
 INTENTIONALLY OMITTED 
  
 ARTICLE
TWENTY-TWO 
 REAL ESTATE BROKERS 
  
 Tenant represents that, except for the broker(s) listed in Section 1.01(19), Tenant has not dealt with any real estate broker, sales person, or finder in connection with
this Lease, and no such person initiated or participated in the negotiation of this Lease, or showed the Premises to Tenant. Tenant hereby agrees to indemnify, protect, defend and hold Landlord and the Indemnitees, harmless from and against any and
all liabilities and claims for commissions and fees arising out of a breach of the foregoing representation. Landlord agrees to pay any commission to which Landlord’s Broker listed in Section 1.01(19) is entitled in connection with this Lease
pursuant to Landlord’s written agreement with such broker. Landlord and Tenant agree that any commission payable to Tenant’s Broker shall be paid by Tenant except to the extent Tenant’s Broker and Landlord’s Broker have entered
into a separate agreement between themselves to share the commission paid to Landlord’s Broker by Landlord. 
  
 ARTICLE TWENTY-THREE 
 MORTGAGEE PROTECTION 
  

	23.01	 	SUBORDINATION AND ATTORNMENT 

  
 This Lease is and shall be expressly subject and subordinate at all times to (i) any ground or underlying lease of the Real Property, now or hereafter existing, and all
amendments, extensions, renewals and modifications to any such lease, and (ii) the lien of any mortgage or trust deed now or hereafter encumbering fee title to the Real Property and/or the leasehold estate under any such lease, and all amendments,
extensions, renewals, replacements and modifications of such mortgage or trust deed and/or the obligation secured thereby, unless such ground lease or ground lessor, or mortgage, trust deed or Mortgagee, expressly provides or elects that the Lease
shall be superior to such lease or mortgage or trust deed. If any such mortgage or trust deed is foreclosed (including any sale of the Real Property pursuant to a power of sale), or if any such lease is terminated, upon request of the Mortgagee or
ground lessor, as the case may be, Tenant shall attorn to the purchaser at the foreclosure sale or to the ground lessor under such lease, as the case may be, provided, however, that such purchaser or ground lessor shall not be (i) bound by any
payment of Rent for more than one month in advance except payments in the nature of security for the performance by Tenant of its obligations under this Lease; (ii) subject to any offset, defense or damages arising out of a default of any
obligations of any preceding Landlord; or (iii) bound by any amendment or modification of this Lease made without the written consent of the Mortgagee or ground lessor; or (iv) liable for any security deposits not actually received in cash by such
purchaser or ground lessor. Notwithstanding the foregoing, or anything contained herein to the contrary, Landlord agrees to use its “best efforts”, as that term is hereinbelow defined, to obtain a written agreement from the holder of any
future Mortgage or ground lessor under any ground lease not to disturb Tenant’s possession of the Premises so long as Tenant is not in Default under this Lease, which agreement would be on such Mortgagee’s or such ground lessor’s
standard (albeit commercially reasonable) form of non-disturbance agreement containing the usual and customary provisions typically contained in a non-disturbance agreement (its “Standard Form NDA”). It is understood that the “use of
best efforts” shall (i) not require or be construed to require Landlord to incur any charges or expenses in an effort to obtain such non-disturbance agreement and (ii) only require Landlord to request the non-disturbance agreement and that if
the holder of any such Mortgage or ground lessor, as the case may be, refuses to grant non-disturbance, Landlord’s sole obligation hereunder shall be to advise Tenant of the rejection and to furnish Tenant with the name and address of the
Mortgagee or ground lessor or the representative or officer with whom Tenant shall, at its option, be free to communicate with to request such non-disturbance agreement further provided, however, that if Tenant uses its “best efforts” to
secure a Standard Form NDA and the holder of any such future Mortgage or any such ground lessor is unwilling to enter into its Standard Form NDA with Tenant for a reason other than Tenant’s Default under this Lease, this Lease shall not be
subject or subordinate to such Mortgage or ground lease. This subordination shall be self-operative and no further certificate or instrument of subordination need be required by any such 

  

 39 








 
Mortgagee or ground lessor. In confirmation of such subordination, however, Tenant shall execute promptly any reasonable certificate or instrument that
Landlord, Mortgagee or ground lessor may request. Tenant hereby constitutes Landlord as Tenant’s attorney-in-fact to execute such certificate or instrument for and on behalf of Tenant upon Tenant’s failure to do so within fifteen (15) days
of a request to do so. Upon request by such successor in interest, Tenant shall execute and deliver reasonable instruments confirming the attornment provided for herein. 
  

	23.02	 	MORTGAGEE PROTECTION 

  
 Tenant agrees to give any Mortgagee or ground lessor, concurrently, by registered or certified mail, a copy of any notice of default served upon the Landlord by Tenant, provided that prior to such notice Tenant has
received written notice (by way of service on Tenant of a copy of an assignment of rents and leases, or otherwise) of the address of such Mortgagee or ground lessor. Tenant further agrees that if Landlord shall have failed to cure such default
within the time provided for in this Lease, then the Mortgagee or ground lessor shall have an additional thirty (30) days after receipt of notice thereof within which to cure such default or if such default cannot be cured within that time, then if
the Mortgagee or ground lessor agrees to cure such default, then the Mortgagee or ground lessor shall have such additional time as may be necessary, if, within such thirty (30) days, any Mortgagee or ground lessor has commenced and is diligently
pursuing the remedies necessary to cure such default, but in no event shall said thirty (30) day period be extended by more than forty-five (45) days. Such period of time shall be extended by any period within which such Mortgagee or ground lessor
is prevented from commencing or pursuing such foreclosure proceedings or other proceedings to acquire possession of the Real Property by reason of Landlord’s bankruptcy. Until the time allowed as aforesaid for Mortgagee or ground lessor to cure
such defaults has expired without cure, Tenant shall have no right to, and shall not, terminate this Lease on account of default. This Lease may not be modified or amended so as to reduce the rent or shorten the term, or so as to adversely affect in
any other respect to any material extent the rights of the Landlord, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the ground lessor or the Mortgagee. 
  
 ARTICLE TWENTY-FOUR 
 NOTICES 
  
 (a) All notices, demands or requests provided for or permitted to be given pursuant to this Lease must be in writing and shall be personally delivered, sent by Federal Express or other reputable overnight courier service, or mailed by first
class, registered or certified United States mail, return receipt requested, postage prepaid. 
  
 (b) All notices, demands or requests to be sent pursuant to this Lease shall be deemed to have been properly given or served by delivering or sending the same in accordance with this Section, addressed to the parties
hereto at their respective addresses listed in Sections 1.01 (2) and (3). 
  
 (c) Notices, demands or requests sent by mail or overnight courier service as described above shall be effective upon deposit in the mail or with such courier service. However, the time period in which a response to
any such notice, demand or request must be given shall commence to run from (i) in the case of delivery by mail, the date of receipt on the return receipt of the notice, demand or request by the addressee thereof, or (ii) in the case of delivery by
Federal Express or other overnight courier service, the date of acceptance of delivery by an employee, officer, director or partner of Landlord or Tenant. Rejection or other refusal to accept or the inability to deliver because of changed address of
which no notice was given, as indicated by advice from Federal Express or other overnight courier service or by mail return receipt, shall be deemed to be receipt of notice, demand or request sent. Notices may also be served by personal service upon
any officer, director or partner of Landlord or Tenant, and shall be effective upon such service. 
  
 (d) By giving to the other party at least ten (10) days written notice thereof, either party shall have the right from time to time during the term of
this Lease to change their respective addresses for notices, statements, demands and requests, provided such new address shall be within the United States of America. 
  

 40 








 ARTICLE TWENTY-FIVE 
 EXERCISE FACILITY 
  
 Tenant agrees to inform all
employees of Tenant of the following: (i) the exercise facility is available for the use of the employees of tenants of the Project only and for no other person; (ii) use of the facility is at the risk of Tenant or Tenant’s employees, and all
users must sign a release; (iii) the facility is unsupervised; and (iv) users of the facility must report any needed equipment maintenance or any unsafe conditions to the Landlord immediately. Landlord may discontinue providing such facility at
Landlord’s sole option at any time without incurring any liability. As a condition to the use of the exercise facility, Tenant and each of Tenant’s employees that uses the exercise facility shall first sign a written release in form and
substance acceptable to Landlord. Landlord may change the rules and/or hours of the exercise facility at any time, and Landlord reserves the right to deny access to the exercise facility to anyone due to misuse of the facility or noncompliance with
rules and regulations of the facility. To the extent permitted by Law, Tenant hereby indemnifies, and agrees to protect, defend and hold the Indemnitees harmless, against any and all actions, claims, demands, liability, costs and expenses, including
attorneys’ fees and expenses for the defense thereof, arising from use of the exercise facility in the Project by Tenant, Tenant’s employees or invitees. In case of any action or proceeding brought against the Indemnitees by reason of any
such claim, upon notice from Landlord, Tenant covenants to defend such action or proceeding by counsel chosen by Landlord, in Landlord’s sole discretion. Landlord reserves the right to settle, compromise or dispose of any and all actions,
claims and demands related to the foregoing indemnity. 
  
 ARTICLE
TWENTY-SIX 
 MISCELLANEOUS 
  

	26.01	 	LATE CHARGES 

  
 (a) The Monthly Base Rent, Rent Adjustments and Rent Adjustment Deposits shall be due when and as specifically provided above. Except for such payments
and late charges described below, which late charge shall be due when provided below (without notice or demand), all other payments required hereunder to Landlord shall be paid within ten (10) days after Landlord’s demand therefor. All Rent and
charges, except late charges, not paid when due shall bear interest from the date due until the date paid at the Default Rate in effect on the date such payment was due. 
  
 (b) In the event Tenant is more than five (5) days late in paying any installment of Rent due under this Lease, Tenant shall
pay Landlord a late charge equal to five percent (5%) of the delinquent installment of Rent. The parties agree that (i) such delinquency will cause Landlord to incur costs and expenses not contemplated herein, the exact amount of which will be
difficult to calculate, including the cost and expense that will be incurred by Landlord in processing each delinquent payment of rent by Tenant, and (ii) the amount of such late charge represents a reasonable estimate of such costs and expenses and
that such late charge shall be paid to Landlord for each delinquent payment in addition to all Rent otherwise due hereunder. The parties further agree that the payment of late charges and the payment of interest provided for in subparagraph (a)
above are distinct and separate from one another in that the payment of interest is to compensate Landlord for its inability to use the money improperly withheld by Tenant, while the payment of late charges is to compensate Landlord for its
additional administrative expenses in handling and processing delinquent payments. 
  
 (c) Payment of interest at the Default Rate and/or of late charges shall not excuse or cure any default by Tenant under this Lease, nor shall the foregoing provisions of this Article or any such payments prevent
Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay Rent when due, including the right to terminate this Lease. 
  


	26.02	 	NO JURY TRIAL; VENUE; JURISDICTION 

  
 Each party hereto (which includes any assignee, successor, heir or personal representative of a party) shall not seek a jury trial, hereby waives trial by jury, and
hereby further waives any objection to venue in the 

  

 41 








 
County in which the Project is located, and agrees and consents to personal jurisdiction of the courts of the State of California, in any action or
proceeding or counterclaim brought by any party hereto against the other on any matter whatsoever arising out of or in any way connected with this Lease, the relationship of Landlord and Tenant, Tenant’s use or occupancy of the Premises, or any
claim of injury or damage, or the enforcement of any remedy under any statute, emergency or otherwise, whether any of the foregoing is based on this Lease or on tort law. No party will seek to consolidate any such action in which a jury has been
waived with any other action in which a jury trial cannot or has not been waived. It is the intention of the parties that these provisions shall be subject to no exceptions. By execution of this Lease the parties agree that this provision may be
filed by any party hereto with the clerk or judge before whom any action is instituted, which filing shall constitute the written consent to a waiver of jury trial pursuant to and in accordance with Section 631 of the California Code of Civil
Procedure. No party has in any way agreed with or represented to any other party that the provisions of this Section will not be fully enforced in all instances. The provisions of this Section shall survive the expiration or earlier termination of
this Lease. 
  

	26.03	 	DEFAULT UNDER OTHER LEASE 

  
 It shall be a Default under this Lease if Tenant or any Affiliate holding any other lease with Landlord for premises in the Project defaults under such lease and as a result thereof such lease is terminated or
terminable. 
  

	26.04	 	OPTION 

  
 This Lease shall not become effective as a lease or otherwise until executed and delivered by both Landlord and Tenant. The submission of the Lease to Tenant does not constitute a reservation of or option for the
Premises, but when executed by Tenant and delivered to Landlord, the Lease shall constitute an irrevocable offer by Tenant in effect for fifteen (15) days to lease the Premises on the terms and conditions herein contained. 
  

	26.05	 	TENANT AUTHORITY 

  
 Tenant represents and warrants to Landlord that it has full authority and power to enter into and perform its obligations under this Lease, that the person executing this Lease is fully empowered to do so, and that no
consent or authorization is necessary from any third party. Landlord may request that Tenant provide Landlord evidence of Tenant’s authority. 
  

	26.06	 	ENTIRE AGREEMENT 

  
 This Lease and the Exhibits attached hereto contain the entire agreement between Landlord and Tenant concerning the Premises and there are no other agreements, either oral or written, and no other representations or
statements, either oral or written, on which Tenant has relied. This Lease shall not be modified except by a writing executed by Landlord and Tenant. 
  

	26.07	 	MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE 

  
 If Mortgagee of Landlord requires a modification of this Lease which shall not result in any increased cost or expense to Tenant or in any other substantial and adverse
change in the rights and obligations of Tenant hereunder, then Tenant agrees that the Lease may be so modified. 
  

	26.08	 	EXCULPATION 

  
 Tenant agrees, on its behalf and on behalf of its successors and assigns, that any liability or obligation of Landlord in connection with this Lease shall only be enforced against Landlord’s equity interest in
the Property up to a maximum of Five Million Dollars ($5,000,000.00) and in no event against any other assets of the Landlord, or Landlord’s officers or directors or partners, and that any liability of Landlord with respect to this Lease shall
be so limited and Tenant shall not be entitled to any judgment in excess of such amount. 
  

 42 









	26.09	 	ACCORD AND SATISFACTION 

  
 No payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment of Rent due shall be deemed to be other than on account of the amount due, and no endorsement or statement on any check or
any letter accompanying any check or payment of Rent shall be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord’s right to recover the balance of such installment or payment of Rent
or pursue any other remedies available to Landlord. No receipt of money by Landlord from Tenant after the termination of this Lease or Tenant’s right of possession of the Premises shall reinstate, continue or extend the Term. Receipt or
acceptance of payment from anyone other than Tenant, including an assignee of Tenant, is not a waiver of any breach of Article Ten, and Landlord may accept such payment on account of the amount due without prejudice to Landlord’s right to
pursue any remedies available to Landlord. 
  

	26.10	 	LANDLORD’S OBLIGATIONS ON SALE OF BUILDING 

  
 In the event of any sale or other transfer of the Building, Landlord shall be entirely freed and relieved of all agreements and obligations of Landlord hereunder accruing
or to be performed after the date of such sale or transfer, and any remaining liability of Landlord with respect to this Lease shall be limited to Five Million Dollars ($5,000,000.00) and Tenant shall not be entitled to any judgment in excess of
such amount. 
  

	26.11	 	BINDING EFFECT 

  
 Subject to the provisions of Article Ten, this Lease shall be binding upon and inure to the benefit of Landlord and Tenant and their respective heirs, legal representatives, successors and permitted assigns.

  

	26.12	 	CAPTIONS 

  
 The Article and Section captions in this Lease are inserted only as a matter of convenience and in no way define, limit, construe, or describe the scope or intent of such Articles and Sections. 
  

	26.13	 	TIME; APPLICABLE LAW; CONSTRUCTION 

  
 Time is of the essence of this Lease and each and all of its provisions. This Lease shall be construed in accordance with the Laws of the State of California. If more
than one person signs this Lease as Tenant, the obligations hereunder imposed shall be joint and several. If any term, covenant or condition of this Lease or the application thereof to any person or circumstance shall, to any extent, be invalid or
unenforceable, the remainder of this Lease, or the application of such term, covenant or condition to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each item, covenant or
condition of this Lease shall be valid and be enforced to the fullest extent permitted by Law. Wherever the term “including” or “includes” is used in this Lease, it shall have the same meaning as if followed by the phrase
“but not limited to”. The language in all parts of this Lease shall be construed according to its normal and usual meaning and not strictly for or against either Landlord or Tenant. 
  

	26.14	 	ABANDONMENT 

  
 In the event Tenant vacates or abandons the Premises but is otherwise in compliance with all the terms, covenants and conditions of this Lease, Landlord shall (i) have the right to enter into the Premises in order to
show the space to prospective tenants, (ii) have the right to reduce the services provided to Tenant pursuant to the terms of this Lease to such levels as Landlord reasonably determines to be adequate services for an unoccupied premises and (iii)
during the last six (6) months of the Term, have the right to prepare the Premises for occupancy by another tenant upon the end of the Term. Tenant expressly acknowledges that in the absence of written notice pursuant to Section 11.02(b) or pursuant
to California Civil Code Section 1951.3 terminating Tenant’s right to possession, none of the foregoing acts of Landlord or any other act of Landlord shall constitute a termination of Tenant’s right to possession or an acceptance of
Tenant’s surrender of the Premises, and the Lease shall continue in effect. 
  

 43 









	26.15	 	LANDLORD’S RIGHT TO PERFORM TENANT’S DUTIES 

  
 If Tenant fails timely to perform any of its duties under this Lease, Landlord shall have the right (but not the obligation), to perform such duty on behalf and at the
expense of Tenant without prior notice to Tenant, and all sums expended or expenses incurred by Landlord in performing such duty shall be deemed to be additional Rent under this Lease and shall be due and payable upon demand by Landlord. 

 

	26.16	 	SECURITY SYSTEM 

  
 Landlord shall not be obligated to provide or maintain any security patrol or security system. Landlord shall not be responsible for the quality of any such patrol or system which may be provided hereunder or for
damage or injury to Tenant, its employees, invitees or others due to the failure, action or inaction of such patrol or system. 
  

	26.17	 	NO LIGHT, AIR OR VIEW EASEMENTS 

  
 Any diminution or shutting off of light, air or view by any structure which may be erected on lands of or adjacent to the Project shall in no way affect this Lease or
impose any liability on Landlord. 
  

	26.18	 	RECORDATION 

  
 Neither this Lease, nor any notice nor memorandum regarding the terms hereof, shall be recorded by Tenant. Any such unauthorized recording shall be a Default for which there shall be no cure or grace period. Tenant
agrees to execute and acknowledge, at the request of Landlord, a memorandum of this Lease, in recordable form. 
  

	26.19	 	SURVIVAL 

  
 The waivers of the right of jury trial, the other waivers of claims or rights, the releases and the obligations of Tenant under this Lease to indemnify, protect, defend and hold harmless Landlord and/or Indemnitees
shall survive the expiration or termination of this Lease, and so shall all other obligations or agreements which by their terms survive expiration or termination of the Lease. 
  

	26.20	 	MAXYGEN TERMINATION 

  
 Notwithstanding anything to the contrary contained in this Lease, this Lease and the obligations of each party hereto are expressly subject to the condition precedent that Landlord shall successfully enter into and
obtain a legally binding written termination of the lease of Space B from Maxygen, Inc., satisfactory in all respects in form and substance to Landlord in Landlord’s sole discretion providing for surrender to Landlord of Space B. Landlord shall
give Tenant written notice of the satisfaction of this condition precedent or of Landlord’s written waiver of this condition precedent. Landlord may give such notice by tender of delivery to Tenant or its broker of the keys to Space B or by any
other means permitted by the Lease. The date such termination agreement is effective pursuant to its terms shall be the “Maxygen Termination Date”. 
  

	26.21	 	OPTION TO EXTEND 

  
 (a) Landlord hereby grants Tenant a single option to extend the initial Term of the Lease for an additional period of five (5) years (such period may be
referred to as the “Option Term”), as to the entire Premises as it may then exist, upon and subject to the terms and conditions of this Section (the “Option To Extend”), and provided that at the time of exercise of such right:
(i) Tenant must be in occupancy of the entire Premises; and (ii) there has been no material adverse change in Tenant’s financial position from such position as of the date of execution of the Lease, as certified by Tenant’s independent
certified public accountants, and as supported by Tenant’s certified financial statements, copies of which shall be delivered to Landlord with Tenant’s written notice exercising its right hereunder. 
  

 44 








 (b) Tenant’s election (the “Election Notice”) to exercise the Option To Extend must be
given to Landlord in writing no earlier than the date which is twelve months (12) months before the Expiration Date and no later than the date which is nine (9) months before the Expiration Date. If Tenant either fails or elects not to exercise its
Option to Extend by not timely giving its Election Notice, then the Option to Extend shall be null and void. 
  
 (c) The Option Term shall commence immediately after the expiration of the initial Term of the Lease. Tenant’s leasing of the Premises during the
Option Term shall be upon and subject to the same terms and conditions contained in the Lease except that (i) the Monthly Base Rent, plus payment of Tenant’s Share of Operating Expenses pursuant to the Lease (in addition to all expenses paid
directly by Tenant to the utility or service provider, which direct payments shall continue to be Tenant’s obligation) shall be amended to equal the “Option Term Rent”, defined and determined in the manner set forth in the immediately
following Subsection; (ii) the Security Deposit, if any, shall be increased within fifteen (15) days after the Prevailing Market Rent has been determined to equal one hundred percent (100%) of the highest monthly installment of Monthly Base Rent
thereunder, but in no event shall the Security Deposit be decreased; (iii) Tenant shall accept the Premises in its “AS-IS” condition without any obligation of Landlord to repaint, remodel, repair, improve or alter the Premises or to
provide Tenant any allowance therefor; and (iv) there shall be no further option or right to extend the term of the Lease. If Tenant timely and properly exercises the Option To Extend, references in the Lease to the Term shall be deemed to mean the
initial Term as extended by the Option Term unless the context clearly requires otherwise. 
  
 (d) The Option Term Rent shall mean the greater of (i) the Monthly Base Rent payable by Tenant under this Lease calculated at the rate applicable for the last full month of the initial Term, plus payment of
Tenant’s Share of Operating Expenses pursuant to the Lease (in addition to all expenses paid directly by Tenant to the utility or service provider, which direct payments shall continue to be Tenant’s obligation) (collectively,
“Preceding Rent”) or (ii) the “Prevailing Market Rent”. As used in this Section Prevailing Market Rent shall mean the rent and all other monetary payments, escalations and triple net payables by Tenant, including consumer price
increases, that Landlord could obtain from a third party desiring to lease the Premises for a term equal to the Option Term and commencing when the Option Term is to commence under market leasing conditions, and taking into account the following:
the size, location and floor levels of the Premises; the type and quality of tenant improvements (including Tenant’s Improvements); age and location of the Project; quality of construction of the Project; services to be provided by Landlord or
by tenant; the rent, all other monetary payments and escalations obtainable for new leases of space comparable to the Premises in the Project and in comparable buildings in the mid-Peninsula area, and other factors that would be relevant to such a
third party in determining what such party would be willing to pay therefor, provided, however, that Prevailing Market Rent shall be determined without reduction or adjustment for “Tenant Concessions” (as defined below), if any, being
offered to prospective new tenants of comparable space. For purposes of the preceding sentence, the term “Tenant Concessions” shall include, without limitation, so-called free rent, tenant improvement allowances and work, moving
allowances, and lease takeovers. The determination of Prevailing Market Rent based upon the foregoing criteria shall be made by Landlord, in the good faith exercise of Landlord’s business judgment. Within thirty (30) days after Tenant’s
exercise of the Option To Extend, Landlord shall notify Tenant of Landlord’s determination of Option Term Rent for the Premises. If Landlord’s determination of Prevailing Market Rent is greater than the Preceding Rent, and if Tenant, in
Tenant’s sole discretion, disagrees with the amount of Prevailing Market Rent determined by Landlord, Tenant may elect to revoke and rescind the exercise of the option by giving written notice thereof to Landlord within thirty (30) days after
notice of Landlord’s determination of Prevailing Market Rent. 
  
 (e) This Option to Extend is personal to Codexis Inc. and may not be used by, and shall not be transferable or assignable (voluntarily or involuntarily) to any person or entity except for a Tenant Affiliate. 
  
 (f) Upon the occurrence of any of the following events, Landlord shall have
the option, exercisable at any time prior to commencement of the Option Term, to terminate all of the provisions of this Section with respect to the Option to Extend, with the effect of canceling and voiding any prior or subsequent exercise so this
Option to Extend is of no force or effect: 
  
 (i) Tenant’s failure to timely exercise the Option to Extend in accordance with the provisions of this Section. 
  

 45 








 (ii) The existence at the time Tenant exercises the Option to Extend or at the
commencement of the Option Term of any default on the part of Tenant under the Lease or of any state of facts which with the passage of time or the giving of notice, or both, would constitute such a default. 
  
 (iii) Tenant’s third default under the Lease prior to
the commencement of the Option Term, notwithstanding that all such defaults may subsequently be cured. 
  
 In the event of Landlord’s termination of the Option to Extend pursuant to this Section, Tenant shall reimburse Landlord for all costs and expenses Landlord incurs in connection with Tenant’s exercise of the
Option to Extend including, without limitation, costs and expenses with respect to any brokerage commissions and attorneys’ fees, and with respect to the design, construction or making of any tenant improvements, repairs or renovation or with
respect to any payment of all or part of any allowance for any of the foregoing. 
  
 (g) Without limiting the generality of any provision of the Lease, time shall be of the essence with respect to all of the provisions of this Section. 
  
 IN WITNESS WHEREOF, this Lease has been executed as of the date set forth in Section 1.01(4) hereof. 
  

									
	 TENANT:
	 	 	 	 LANDLORD:

			
	 Codexis, Inc.,
 a ___________________
	 	 	 	 Metropolitan Life Insurance Company,
 a New York corporation

					
	By	 	/s/    Alan Shaw        	 	 	 	By	 	/s/    John R. Redman        
	 	 	
	 	 	 	 	 	

	 	 	Alan Shaw	 	 	 	 	 	John R. Redman
	 	 	
	 	 	 	 	 	

	 	 	 Print name
	 	 	 	 	 	 Print name

					
	Its	 	President & CEO	 	 	 	Its	 	Asst. Vice Pres
	 	 	
	 	 	 	 	 	

	(Chairman of Board, President or Vice President)	 	 	 	 	 	 
					
	By	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	 	 	 Print name
	 	 	 	 	 	 
	Its	 	 	 	 	 	 	 	 
	 	 	
	 	 	 	 	 	 
	(Secretary, Assistant Secretary, CFO or Assistant Treasurer)	 	 	 	 	 	 

  

 46 








 EXHIBIT A 
 PLAN OF PREMISES 
  
 Exhibit A
– Page 1 
  
 [FLOOR PLAN] 
  









 EXHIBIT C 
 SITE PLAN OF PROJECT 
  
 Exhibit C
– Page 1 
  
 [SITE MAP] 
  









 EXHIBIT B 
 WORKLETTER AGREEMENT 
  
 (intentionally omitted) 
  

 Exhibit B – Page 1 








 EXHIBIT D 
 PERMITTED HAZARDOUS MATERIAL 
  
 Permitted
Hazardous Material includes insignificant amounts of substances listed below so long as (i) such substances are maintained only in such quantities as are reasonably necessary for Tenant’s operations in the Premises, or such other specific
quantity limit as specified below, (ii) such substances are used strictly in accordance with the manufacturers’ instructions therefor and all applicable laws, (iii) such substances are not disposed of in or about the Building or the Project in
a manner which would constitute a release or discharge thereof, and (iv) all such substances are removed from the Building and the Project by Tenant no later than the Termination Date. 
  

									
	 Chemical Name

	 	 Max Stored
Amount

	 	 Max Ave
Daily Amount

	 	 Largest
Container

	 	 Location


	 Hydrogen Peroxide
	 	1 gal	 	0.5 gal	 	0.5 gal	 	501 Chesapeake
	 	 	1 gal	 	0.5 gal	 	0.5 gal	 	220 Penobscot
	 Nitric Acid
	 	2 gal	 	0.5 gal	 	0.5 gal	 	501 Chesapeake
	 	 	2 gal	 	1 gal	 	0.5 gal	 	220 Penobscot
	 Compressed Nitrogen
	 	3 gal	 	2 gal	 	45 gal	 	501 Chesapeake
	 	 	3 gal	 	2 gal	 	45 gal	 	220 Penobscot
	 Compressed Oxygen
	 	4 cubic feet	 	2 cubic feet	 	220 cubic feet	 	501 Chesapeake
	 Diesel Fuel
	 	200 gal	 	200 gal	 	200 gal	 	501 Chesapeake
	 	 	175 gal	 	175 gal	 	175 gal	 	220 Penobscot
	 Chloroform
	 	1 gal	 	0.5 gal	 	1 gal	 	501 Chesapeake
	 	 	4 gal	 	2 gal	 	1 gal	 	220 Penobscot
	 Phenol
	 	7 gal	 	5 gal	 	1 gal	 	501 Chesapeake
	 	 	2 gal	 	0.5 gal	 	0.5 gal	 	220 Penobscot
	 Sulfuric Acid
	 	2 gal	 	1 gal	 	1 gal	 	501 Chesapeake
	 	 	5 gal	 	3 gal	 	1 gal	 	220 Penobscot
	 Sodium Azide
	 	6 gal	 	5 gal	 	1 gal	 	220 Penobscot
	 Compressed Argon
	 	4 cubic feet	 	3 cubic feet	 	220 cubic feet	 	220 Penobscot
	 Compressed Mixed Gas
 Nitrogen
	 	3 cubic feet	 	2 cubic feet	 	220 cubic feet	 	220 Penobscot
	 Formaldehyde
	 	2 gal	 	1 gal	 	1 gal	 	220 Penobscot
	 Carbon 14 isotope
	 	10 millicuries	 	1 millicurie	 	1 millicurie	 	220 Penobscot
	 Tritium isotope
	 	10 millicuries	 	1 millicurie	 	1 millicurie	 	220 Penobscot
	 Bis-Acrylamide
	 	5 lbs	 	3.5 lbs	 	1 Ib	 	220 Penobscot
	 Sulfuric Acid
	 	2 gal	 	1 gal	 	1 gal	 	501 Chesapeake

  
 Substances typically found or used in
general office applications, to the extent the Premises is used for general offices as noted above 
  
 [OTHER TYPES & QUANTITIES OF HAZARDOUS MATERIAL, IF ANY, SHALL BE LISTED BY TENANT & SUBMITTED TO LANDLORD FOR REVIEW] 
  

 Exhibit D – Page 1 of 1 








 EXHIBIT E 
 MAXYGEN IMPROVEMENTS 
  

			
	LAB OR AREA

	  	 DESCRIPTION OF TENANT IMPROVEMENTS


		
	 	  	                    200-220 PENOBSCOT DRIVE
		
	220 – AREA 133	  	BUILD CHEMISTRY LAB(includes plumbing, HVAC, Electrical, laboratory casework, six chemical fume hoods, and one 8ft walk-in fume hood)
		
	220 – AREA 135	  	BUILD/INSTALL NMR LAB(includes plumbing, HVAC, Electrical and laboratory casework)
		
	220 – AREA 139	  	BUILD DIVERSITY LAB(includes plumbing, HVAC, Electrical and laboratory casework)
		
	220 – AREA 140	  	BUILD SEQUENCING LAB(includes plumbing, HVAC, Electrical and laboratory casework)
		
	220 – AREA 141	  	BUILD RADIATION LAB(includes plumbing, HVAC, Electrical, and laboratory casework)
		
	220 – AREA 142	  	BUILD ASSAY LAB (includes plumbing, HVAC, Electrical, laboratory case work and 2 chemical fume hoods)
		
	220 – REAR OF BLDG	  	BUILD ENCLOSURE AND INSTALL A 125 KVA ONAN EMERGENCY GENERATOR
		
	200 – AREA 159/160	  	BUILD GEN CHEMISTRY AND SUPPORT LAB(includes plumbing, electrical, HVAC, 2 chemical fume hoods and laboratory casework)
		
	200 – OFFICE	  	BUILD/MODIFY OFFICE AREA & CONFERENCE ROOMS(includes electrical and HVAC)
		
	200 – CAFETERIA	  	BUILD CAFETERIA (includes plumbing, electrical, and HVAC)
		
	200 – DECK	  	BUILD/INSTALL REDWOOD DECK AT CAFETERIA EXIT(includes redwood, fastners and oil finish)

  

 Exhibit E – Page 1 of 1 








 EXHIBIT F 
 PREFERRED PROVIDERS 
  
 All Chemical Disposal Inc.
(ALL CHEM) for the Hazardous Waste at: 
  
 ALL CHEM 

21 Great Oaks Drive 
 San Jose, CA
95119-1359 
 408-363-1660 
  
 Environmental Management Controls (EMC) for the Radioactive Waste at: 
  
 EMC 
 3106 South Faith Home Road 

Turlock, CA 95830 
 209-667-1102

  

 Exhibit F – Page 1 of 1 








 EXHIBIT G 
 TENANT’S IMPROVEMENTS 
  

			
	LAB OR AREA

	  	 DESCRIPTION OF TENANT IMPROVEMENTS


		
	 	  	                    501 CHESAPEAKE DRIVE
		
	BIO-PROCESS	  	(BUILD BIO-PROCESS LAB AND INSTALL PLUMBING, ELECTRICAL, HVAC and COLD ROOM)
		
	REAR OF BLDG.	  	BUILD ENCLOSURE AND INSTALL A 125 KVA ONAN EMERGENCY GENERATOR
		
	REAR OF BLDG.	  	BUILD ENCLOSURE AND INSTALL 2 DOOR HAZARDOUS MATERIAL CONTAINER

  
 FOR SPECIFIC PLANS SEE “New Lab
Remodel Tenant Improvement Project #2001-008; Architect: Hitech; For Record Drawings Dated 12-12-01 including A-01.0/A4.2, S-l/S-3, P-0/P-4, M-O/M-2, LA-1.0” AND “Wittmers Electric Inc. Power Plan, Lighting Plan, Panel Schedule and Roof
Plan E-l/E-5 Dated 12-10-01”, AND “FireStop New Lab Remodel Tenant Improvement #FP-1 dated 7-11-01 
  
 AND 
  
 Revised As-Builts for work
subsequent to 12-12-01 but before 10-15-03. 
  

 Exhibit G – Page 1 of 1 








 EXHIBIT H 
 FORM OF LANDLORD’S CONSENT TO LEASE OF PERSONAL PROPERTY 
  
 THIS LANDLORD’S CONSENT TO ENCUMBRANCE OF PERSONAL PROPERTY (the “Consent”) is made as of
                    , 200   by and between Metropolitan Life Insurance Company, a New York corporation (“Met” or
“Landlord”), having an address at 400 South El Camino Real, San Mateo, CA 94402, and
                            , a
                        , (“Equipment Lessor”), having an address at
                        ,
                    ,                  with reference
to the following: 
  
 A. Met is the Landlord and Codexis, Inc., a
                     corporation, (“Codexis” or “Prime Tenant”), is the Tenant under that that certain lease dated as of
October     , 2003, entered into by and between Met, as Landlord and Codexis as Tenant (“Tenant”) for certain premises particularly described therein (the “Premises”), commonly known as Suite in the
building (the “Building”) located at                             , Redwood City, California
(the “Lease”). 
  
 B. Tenant and Equipment Lessor
represent to Landlord that Tenant has leased or intends to lease from Equipment Lessor pursuant to a Master Equipment Lease Agreement dated
                    , as may be amended from time to time, certain equipment described on Exhibit A hereto, all or part of which is
from time to time installed at, attached to or located at the Premises (the “Personal Property” or the “Equipment”) (the agreement(s) evidencing the foregoing are referred to as the “Agreement”). 
  
 C. Tenant has requested that Landlord consent to Equipment Lessor reserving
good title to or a valid first lien in the Equipment, and Landlord does not object thereto upon and subject to the following terms and conditions: 
  
 NOW, THEREFORE, in consideration of the covenants and conditions contained herein, and for other good and valuable consideration, receipt of which is
hereby acknowledged, Landlord and Equipment Lessor agree as follows: 
  
 1. During the term of the Agreement, Landlord hereby consents to Equipment Lessor’s title to or first lien in the Equipment, and agrees to subordinate to the interest of Equipment Lessor in the Equipment all of the right, title and
lien of Landlord in or to the Equipment existing by reason of the Lease and the installation in, attachment to or location of the Equipment in the Premises; provided, however, that said consent and subordination shall be ineffective to the extent
that Equipment Lessor has released its interest in the Equipment. 
  
 2 Subject to Equipment Lessor’s obligations pursuant to Paragraphs 4 and 5 hereof, Landlord agrees that the Equipment is and shall remain personal property, notwithstanding that the Equipment may be affixed to the real property
constituting the Premises or the manner in which the Equipment is so affixed. 
  
 3 Subject to the rights Tenant under the Lease, Landlord will permit Equipment Lessor reasonable access onto the Premises for the purpose of exercising any right it may have under the terms of the Agreement,
including, without limitation, the right to remove the Equipment, subject to all the terms and conditions hereof. 
  
 4 To the extent that Tenant or Equipment Lessor does not remove Equipment which is installed in, attached to or located in the Premises prior to the
expiration or earlier termination of the Lease, after such expiration or termination Landlord may deem such Equipment abandoned property, except if and to the extent that Equipment Lessor has obtained additional time to remove the Equipment pursuant
to Section 5 below. Equipment Lessor understands that Tenant is to bear the obligation of notifying Equipment Lessor of Tenant’s default under the Lease or of the expiration or earlier termination of the Lease, and that Landlord has no
obligation to notify Equipment Lessor. 
  

 Exhibit H – Page 1 of 4 








 5 Equipment Lessor’s right to enter the Premises is further subject to the following terms and
conditions: 
  
 5.1 Subject to the rights of
Tenant under the Lease, Equipment Lessor shall have the right to enter onto the Premises and take possession of the Equipment provided that Equipment Lessor (i) prior to expiration or earlier termination of the Lease gives Landlord written notice
that it seeks to enter and take possession of the Equipment, and (ii) coordinates the date and time of possession with Landlord or Landlord’s managers prior thereto, and such date may be no earlier than ten (10) days after Landlord’s
receipt of such notice and no later than twenty (20) days after Landlord’s receipt of such notice, unless Landlord, in Landlord’s sole discretion, in writing allows entry earlier or later. 
  
 5.2 In no event shall Equipment Lessor have the right to
enter the Premises during any period for which the rent is unpaid by Tenant or after termination of the Lease, unless Equipment Lessor pays Landlord rent for the period starting on the earlier of the date (a) Equipment Lessor is given a right of
entry to the Premises or (b) of expiration or earlier termination of the Lease and continuing through the date of removal of the Equipment, at the daily rental rate calculated by dividing by thirty (30) the sum of the monthly base rent plus rent
equal to the expenses and taxes payable by Tenant for the same period under the Sublease (as such amounts are more particularly described in the Sublease). As a condition precedent prior to any entry, Equipment Lessor shall pay Landlord such rent
for thirty (30) days at such daily rate. In the event Equipment Lessor vacates the Premises prior to expiration of thirty (30) days, Landlord shall reimburse Equipment Lessor for any excess rental paid at the daily rate. Equipment Lessor shall not
have any rights whatsoever for its right of entry to be longer than thirty (30) days. 
  
 5.3 Equipment Lessor shall not have the right to conduct or cause to be conducted any auction at the Premises. 
  
 5.4 If Equipment Lessor in removing the Equipment damages
any improvements at the Premises, Equipment Lessor, at its sole expense, shall cause the same to be repaired and restored to a condition at least equal to the condition existing immediately prior to the installation of the Equipment. 
  
 6 In the event that Landlord removes the Equipment in the exercise of any
right under the Lease, Landlord is under no obligation to either provide notice thereof to Equipment Lessor or to store the Equipment for the benefit of Equipment Lessor; however, in the event and to the extent Landlord removes and stores all or
part of the Equipment, then: (a) Landlord will make a good faith effort to notify Equipment Lessor at the address set forth above; and (b) Equipment Lessor shall be liable for all of Landlord’s costs incurred in connection with such removal and
storage. 
  
 7 To the extent permitted by law, Equipment Lessor
shall protect, defend, indemnify and hold harmless Landlord and its agents and managers from and against any and all actions, causes of action, claims, losses, costs, expenses, damages and liabilities, including without limitation reasonable
attorneys’ fees, arising out of or in any way connected with this Consent or the exercise of Equipment Lessor’s rights hereunder. 
  
 8 All representations, warranties and indemnifications made or given by Equipment Lessor herein, together with any causes of action, rights and remedies
which Landlord has or may have as a result of a breach of any term of this Consent, shall survive any expiration or termination of this Consent. 
  
 9 Equipment Lessor shall promptly notify Landlord of the occurrence of any event of default by Tenant under the terms of the Agreement. 
  
 10 This Consent is only a subordination of lien rights with express terms and
conditions of a right of entry; and shall not be deemed or construed to be a consent to anything else including, but not limited to, alterations on the Premises. 
  
 11 Landlord makes no representation or warranty as to the ownership of the Personal Property or the priority of the security
interest or other ownership interest of the Equipment Lessor. Equipment Lessor acknowledges that Landlord may, at the request of Tenant, be asked to execute one or more such consents in favor of other personal property lenders and/or personal
property lessors. Landlord is under no 

  

 Exhibit H – Page 2 of 4 








 
duty whatsoever to advise Equipment Lessor in the event the Personal Property described herein shall be scheduled or claimed by any other such lender or
personal property lessor. Tenant and Equipment Lessor hereby agree that Landlord shall have no liability arising out of or relating to the entry by Equipment Lessor upon the Premises for the purpose of removal of the Personal Property. 

 
 12 At all times during the term of the Agreement, Equipment Lessor shall
maintain comprehensive general liability insurance, including products liability, in such form and amounts and with such companies as are reasonably acceptable to Landlord, naming Landlord as an additional insured. 
  
 13 This Consent may not be modified or amended except by written agreement of
the parties hereto. 
  
 14 This Agreement may not be recorded.

  
 15 All notices required to be given hereunder shall be in
writing, and shall be deemed given or delivered when mailed by certified mail, return receipt requested, or by nationally recognized overnight courier service to the parties at the addresses first set forth above. 
  
 16 In the event either party shall bring any action against the other for any
matter arising out of or relating to this Consent, the prevailing party shall be entitled to recover reasonable attorney’s fees and costs. 
  
 17 This Consent shall be binding upon and inure to the benefit of the respective heirs, administrators, successors and assigns to the parties hereto.

  
 18 Each of Equipment Lessor, Landlord and Tenant separately
and for itself warrants and represents that the person or persons signing below is or are duly authorized to execute this Consent on its behalf. 
  

 Exhibit H – Page 3 of 4 








 19 The terms of this Consent shall be of no force or effect unless Landlord receives, within thirty (30)
days from the date hereof, a duplicate original of this Consent, duly executed, without change, by Equipment Lessor and Tenant. 
  
 IN WITNESS WHEREOF, the undersigned have duly executed this Landlord’s Consent to Encumbrance of Personal Property as of the day and year first above
written. 
  

													
	 LANDLORD:
	 	 	 	 EQUIPMENT LESSOR:

	 	 	 	 	 
	 METROPOLITAN LIFE INSURANCE
 COMPANY, a New York corporation
	 	 	 	                                       
                                  ,
 a
                                        
            

					
	By:	 	  

	 	 	 	By:	 	  


					
	Print Name:	 	  

	 	 	 	Print Name:	 	  


					
	Its:	 	  

	 	 	 	Its:	 	  



  
 AGREED, as of the day and year first
above written, for the purposes of Paragraph 11 hereof. 
  

													
	 TENANT:
	 	 	 	 
			
	 CODEXIS, INC.,
 a
                             corporation
	 	 	 	 
					
	By	 	  

	 	 	 	 	 	 
					
	Print Name:	 	  

	 	 	 	 	 	 
					
	Its	 	  

	 	 	 	 	 	 

  

 Exhibit H – Page 4 of 4 








 EXHIBIT A 
  
 DESCRIPTION OF EQUIPMENT 
  
 [NOTE: SPECIFY APPLICABLE EQUIPMENT. SUCH DESCRIPTION MAY OR MAY NOT, DEPENDING ON THE CIRCUMSTANCES, INCLUDE SOME OR ALL OF THE FOLLOWING GENERAL CLAUSES:

  
 , together with all accessions, attachments, substitutions,
replacements, modifications and additions of like kind to the same. 
  
 This Consent shall also apply to and Equipment shall include any of the Equipment which already is on the Premises, or which is hereafter delivered or installed thereon, and any equipment which is, or which hereafter becomes, subject to
the Agreement. END NOTE] 
  

 Exhibit H – Page 5 of 4