**EXHIBIT 10.28**

** **

**LEASE AGREEMENT BETWEEN**

** **

**TRINET MILPITAS ASSOCIATES, LLC,**

** **

**AS LANDLORD**

** **

**AND**

** **

**ADVANCED MEDICAL OPTICS, INC.,**

** **

**AS TENANT**

** **

**DATED FEBRUARY 9, 2007**

** **

**510 COTTONWOODDRIVE, MILPITAS, CALIFORNIA**

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**BASIC LEASEINFORMATION**
| Effective Date:    | February 9, 2007                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|--------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Landlord:          | TriNet Milpitas Associates, LLC, a Delaware limited  liability company                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Tenant:            | Advanced Medical Optics, Inc., a Delaware  corporation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Premises:          | The “**Premises**”,  containing for purposes of this Lease approximately 180,086 square feet, are  located at 510 Cottonwood Drive, Milpitas, California, are outlined on the  plan attached to this Lease as Exhibit A, and consist of the real  property described in Exhibit B, together with the partial two-story  office/research and development building located thereon (the “**Building**”), and the driveways,  parking facilities, and all other improvements and easements associated with  the foregoing or the operation thereof.   Landlord and Tenant stipulate that the number of square feet in the  Premises set forth above is conclusive and shall be binding upon them. |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Term:              | One Hundred Twenty (120) months, commencing on the  Commencement Date and ending at 5:00 p.m. local time on the last day of the  one hundred twentieth (120th) full calendar month following the Commencement Date,  subject to extension and earlier termination as provided in the Lease.                                                                                                                                                                                                                                                                                                                                                                                                                             |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Commencement Date: | July 1, 2007,  subject to possible extension for “Landlord Delays” and “Force Majeure Delays”  as and to the extent set forth in Exhibit D*.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|               |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| Basic Rent:        | Basic Rent shall be the following amounts for the  following periods of time:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |

 
| Lease Month | ** ** | **Monthly Basic Rent** | ** ** |
|------------------|------------|-----------------------------|------------|
| 1 - 12           |       | $                           | 56,034.40  |   |
| 13 - 24          |       | $                           | 67,241.28  |   |
| 25 - 36          |       | $                           | 100,848.16 |   |
| 37 - 48          |       | $                           | 115,255.04 |   |
| 49 - 60          |       | $                           | 129,661.92 |   |
| 61 - 72          |       | $                           | 144,068.80 |   |
| 73 - 84          |       | $                           | 158,475.68 |   |
| 85 - 96          |       | $                           | 172,882.56 |   |
| 97 - 108         |       | $                           | 187,289.44 |   |
| 109 - 120        |       | $                           | 201,696.32 |   |

 
|                  | As used herein, the term “**Lease Month**” means each calendar  month during the Term (and if the Commencement Date does not occur on the  first day of a calendar month, the period from the Commencement Date to the  first day of the next calendar month shall be included in the first Lease  Month for purposes of determining the duration of the Term and the monthly  Basic Rent rate applicable for such partial month). |
|------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| Additional Rent: | Tenant’s Proportionate Share of Operating Costs,  Taxes and Insurance Costs.                                                                                                                                                                                                                                                                                                                                                            |

 

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| Prepaid Rent:                       | $85,452.46.                                                                                                                                                                                                                                                              |
|-------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                |                                                                                                                                                                                                                                                                     |
| Security Deposit:                   | $140,000.00.                                                                                                                                                                                                                                                             |
|                                |                                                                                                                                                                                                                                                                     |
| Rent:                               | Basic Rent, Additional Rent, and all other sums that  Tenant may owe to Landlord or otherwise be required to pay under the Lease.                                                                                                                                        |
|                                |                                                                                                                                                                                                                                                                     |
| Permitted Use:                      | General office, research and development,  manufacturing, assembly, warehousing and other legal uses directly related to  the foregoing.                                                                                                                                 |
|                                |                                                                                                                                                                                                                                                                     |
| Tenant’s Proportionate Share:  | Tenant’s Proportionate Share shall be as  follows:  (a) 77.79% for Lease Months 1  — 24, subject to Section 11(g)(2) below; and (b) 100% for the remainder of  the Term (including any extensions thereof).                                               |
|                                |                                                                                                                                                                                                                                                                     |
| Initial Liability Insurance Amount: | $3,000,000 per occurrence and aggregate.                                                                                                                                                                                                                                 |
|                                |                                                                                                                                                                                                                                                                     |   |
| Tenant’s Address:              | Prior to Commencement Date:

Advanced Medical  Optics, Inc.

1700 East St. Andrews  Place

Santa Ana, California  92705

Attention:     Mr. Jamie Hardenbergh

Telephone:   714-247-8200

Telecopy:     714-247-8722   | Following Commencement Date:

Advanced Medical  Optics, Inc.

1700 East St. Andrews  Place

Santa Ana, California  92705

Attention:     Mr. Jamie Hardenbergh

Telephone:   714-247-8200

Telecopy:     714-247-8722 |
|                                |                                                                                                                                                                                                                                                                     |   |
|                                | With a copy to:  Advanced Medical Optics, Inc.

1700 East St. Andrews  Place

Santa Ana, California  92705

Attention: General  Counsel                                                                                                                                  | With a copy to:  Advanced Medical Optics, Inc.

1700 East St. Andrews  Place

Santa Ana, California  92705

Attention: General Counsel |
|                                |                                                                                                                                                                                                                                                                     |   |
|                                |                                                                                                                                                                                                                                                                     | With a copy to:

Advanced Medical  Optics, Inc.

510 Cottonwood Drive

Milpitas, California

Attn: Mr. Chris Carr |
|                                |                                                                                                                                                                                                                                                                     |   |
| Landlord’s Address:            | TriNet Milpitas  Associates, LLC  c/o iStar Financial Inc.  One Embarcadero Center  Suite 3300  San Francisco, California 94111  Attention:  Asset Management - *510   Cottonwood Drive, Milpitas, California****Telephone:  415-391-4300  Facsimile: 415-391-6259* |   |
|                                |                                                                                                                                                                                                                                                                     |   |
|                                | *with  a copy to*:  TriNet Milpitas Associates, LLC  c/o iStar Financial Inc.  1114 Avenue of the Americas, 27th Floor  New York, New York  10036  Attention:  COO -*510 Cottonwood Drive,  Milpitas, California*  Telephone: 212-930-9400                     |   |

 

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|        | Facsimile: 212-930-9494                                                                                                                                                                                                                                                                                    |   |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
|   |                                                                                                                                                                                                                                                                                                       |   |
|   | with a copy to:  TriNet Milpitas Associates, LLC  c/o iStar Financial Inc.  3480 Preston Ridge Road, Suite 575  Alpharetta, Georgia 30005  Attention: Director of Lease Administration -   *510 Cottonwood Drive, Milpitas,  California*

Telephone:678-297-0100  Facsimile:   678-297-0101 |   |

 

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The foregoing Basic Lease Information is incorporatedinto and made a part of the Lease identified above.  If any conflict exists between any BasicLease Information and the Lease, then the Lease shall control.
| **LANDLORD:** | TRINET MILPITAS  ASSOCIATES, LLC, a Delaware limited liability company |
|---------------|------------------------------------------------------------------------|
|          |                                                                   |   |   |
|          | By:                                                                    | TriNet Realty Investors II, Inc., a Maryland  corporation |
|          |                                                                   |   |   |
|          |                                                                   | By: | /s/ ERICH STIGER |
|          |                                                                   | Name: | Erich Stiger |
|          |                                                                   | Title: | Senior Vice President |
| ** **    |                                                                   |   |   |
| **TENANT:**   | ADVANCED MEDICAL  OPTICS, INC., a Delaware corporation                 |
| ** **    |                                                                   |   |   |
| ** **    | By:                                                                    | /s/ JAMES V. MAZZO |
| ** **    | Name:                                                                  | Jim Mazzo |
| ** **    | Title:                                                                 | Chairman, President and  CEO |
|               |                                                                        |  |  |  |  |

 

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**TABLE OFCONTENTS**
|        | ** ** | ** **                                                                   | ** ** | ** **                                                 | ** ** | **Page No.** |
|--------|------------|------------------------------------------------------------------------------|------------|------------------------------------------------------------|------------|--------------|
| 1.     |       | Definitions and Basic Provisions                                             |       | 1                                                          |
|   |       |                                                                         |       |                                                       |
| 2.     |       | Lease Grant                                                                  |       | 1                                                          |
|   |       |                                                                         |       |                                                       |
| 3.     |       | Tender and Acceptance of Possession                                          |       | 1                                                          |
|   |       |                                                                         |       |                                                       |
| 4.     |       | Rent                                                                         |       | 2                                                          |
|   |       | (a)                                                                          |       | Payment                                                    |       | 2            |
|   |       | (b)                                                                          |       | Operating Costs, Taxes and Insurance Costs                 |       | 2            |
|   |       |                                                                         |       |                                                       |       |         |
| 5.     |       | Delinquent Payment; Handling Charges                                         |       | 2                                                          |
|   |       |                                                                         |       |                                                       |
| 6.     |       | Security Deposit                                                             |       | 3                                                          |
|   |       |                                                                         |       |                                                       |
| 7.     |       | Landlord’s Maintenance Obligations                                      |       | 3                                                          |
|   |       | (a)                                                                          |       | Warranty Period Work                                       |       | 3            |
|   |       | (b)                                                                          |       | Building’s Structure                                  |       | 3            |
|   |       | (c)                                                                          |       | Water and Sewer Mains                                      |       | 3            |
|   |       | (d)                                                                          |       | Exterior Compliance with Laws                              |       | 3            |
|   |       | (e)                                                                          |       | Outside Areas, Landscaping, Etc                            |       | 3            |
|   |       | (f)                                                                          |       | Air Handler Replacement                                    |       | 4            |
|   |       |                                                                         |       |                                                       |       |         |
| 8.     |       | Improvements; Alterations; Tenant’s Maintenance and  Repair Obligations |       | 4                                                          |
|   |       |                                                                         |       |                                                       |
|   |       | (a)                                                                          |       | Improvements; Alterations                                  |       | 4            |
|   |       | (b)                                                                          |       | Repairs; Maintenance                                       |       | 5            |
|   |       | (c)                                                                          |       | Performance of Work                                        |       | 6            |
|   |       | (d)                                                                          |       | Mechanic’s Liens                                      |       | 6            |
|   |       | (e)                                                                          |       | Janitorial Services                                        |       | 6            |
|   |       | (f)                                                                          |       | Landlord’s Right to Perform Tenant’s Obligations |       | 7            |
|   |       | (g)                                                                          |       | Signage                                                    |       | 7            |
|   |       | (h)                                                                          |       | Rooftop Communications Equipment                           |       | 7            |
|   |       | (i)                                                                          |       | Generator/UPS                                              |       | 7            |
|   |       |                                                                         |       |                                                       |       |         |
| 9.     |       | Utilities; Licenses and Permits                                              |       | 8                                                          |
|   |       | (a)                                                                          |       | Utilities                                                  |       | 8            |
|   |       | (b)                                                                          |       | Licenses and Permits                                       |       | 8            |
|   |       | (c)                                                                          |       | Landlord’s Right to Perform Tenant’s Obligations |       | 8            |
|   |       |                                                                         |       |                                                       |       |         |
| 10.    |       | Use; Compliance With Laws                                                    |       | 8                                                          |
|   |       | (a)                                                                          |       | Use                                                        |       | 8            |
|   |       | (b)                                                                          |       | Compliance With Laws                                       |       | 9            |
|   |       |                                                                         |       |                                                       |       |         |
| 11.    |       | Assignment and Subletting                                                    |       | 9                                                          |
|   |       | (a)                                                                          |       | Transfers                                                  |       | 9            |
|   |       | (b)                                                                          |       | Consent Standards                                          |       | 9            |
|   |       | (c)                                                                          |       | Request for Consent                                        |       | 9            |
|   |       | (d)                                                                          |       | Conditions to Consent                                      |       | 10           |
|   |       | (e)                                                                          |       | Attornment by Subtenants                                   |       | 10           |
|   |       | (f)                                                                          |       | Cancellation                                               |       | 10           |
|   |       | (g)                                                                          |       | Additional Compensation                                    |       | 10           |
|   |       | (h)                                                                          |       | Permitted Transfers                                        |       | 11           |
|   |       | (i)                                                                          |       | Strategic Partners                                         |       | 12           |
|   |       |                                                                         |       |                                                       |       |         |
| 12.    |       | Insurance; Waivers; Subrogation; Indemnity                                   |       | 12                                                         |
|   |       | (a)                                                                          |       | Insurance                                                  |       | 12           |

 

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|        |   | (b)                                                             |   | No Subrogation                                         |   | 12     |
|--------|--------|-----------------------------------------------------------------|--------|--------------------------------------------------------|--------|--------|
|   |   | (c)                                                             |   | Indemnity                                              |   | 12     |
|   |   |                                                            |   |                                                   |   |   |
| 13.    |   | Subordination; Attornment; Notice to Landlord’s  Mortgagee |   | 13                                                     |
|   |   | (a)                                                             |   | Subordination                                          |   | 13     |
|   |   | (b)                                                             |   | Attornment                                             |   | 13     |
|   |   | (c)                                                             |   | Notice to Landlord’s Mortgagee                    |   | 13     |
|   |   | (d)                                                             |   | Landlord’s Mortgagee’s Protection Provisions |   | 14     |
|   |   |                                                            |   |                                                   |   |   |
| 14.    |   | Rules and Regulations                                           |   | 14                                                     |
|   |   |                                                            |   |                                                   |
| 15.    |   | Condemnation                                                    |   | 14                                                     |
|   |   | (a)                                                             |   | Total Taking                                           |   | 14     |
|   |   | (b)                                                             |   | Partial Taking — Tenant’s Rights             |   | 14     |
|   |   | (c)                                                             |   | Partial Taking — Landlord’s Rights           |   | 14     |
|   |   | (d)                                                             |   | Temporary Taking                                       |   | 15     |
|   |   | (e)                                                             |   | Award                                                  |   | 15     |
|   |   | (f)                                                             |   | Repair                                                 |   | 15     |
|   |   |                                                            |   |                                                   |   |   |
| 16.    |   | Fire or Other Casualty                                          |   | 15                                                     |
|   |   | (a)                                                             |   | Repair Estimate                                        |   | 15     |
|   |   | (b)                                                             |   | Tenant’s Rights                                   |   | 15     |
|   |   | (c)                                                             |   | Landlord’s Rights                                 |   | 15     |
|   |   | (d)                                                             |   | Repair Obligation                                      |   | 16     |
|   |   | (e)                                                             |   | Abatement of Rent                                      |   | 16     |
|   |   | (f)                                                             |   | Exclusive Remedy                                       |   | 16     |
|   |   |                                                            |   |                                                   |   |   |
| 17.    |   | Personal Property Taxes                                         |   | 17                                                     |
|   |   |                                                            |   |                                                   |
| 18.    |   | Events of Default                                               |   | 17                                                     |
|   |   | (a)                                                             |   | Payment Default                                        |   | 17     |
|   |   | (b)                                                             |   | Abandonment                                            |   | 17     |
|   |   | (c)                                                             |   | Estoppel                                               |   | 17     |
|   |   | (d)                                                             |   | Insurance                                              |   | 17     |
|   |   | (e)                                                             |   | Mechanic’s Liens                                  |   | 17     |
|   |   | (f)                                                             |   | Other Defaults                                         |   | 17     |
|   |   | (g)                                                             |   | Insolvency                                             |   | 17     |
|   |   |                                                            |   |                                                   |   |   |
| 19.    |   | Remedies                                                        |   | 18                                                     |
|   |   | (a)                                                             |   | Continuance of Lease in Effect                         |   | 18     |
|   |   | (b)                                                             |   | Termination of Lease                                   |   | 18     |
|   |   | (c)                                                             |   | Election to Terminate or Continue                      |   | 18     |
|   |   | (d)                                                             |   | Rights and Remedies Upon Termination                   |   | 18     |
|   |   | (e)                                                             |   | Landlord’s Default and Tenant’s Remedies     |   | 19     |
|   |   |                                                            |   |                                                   |   |   |
| 20.    |   | Non-Waiver; Cumulative Remedies                                 |   | 19                                                     |
|   |   | (a)                                                             |   | No Waiver                                              |   | 19     |
|   |   | (b)                                                             |   | Cumulative Remedies                                    |   | 20     |
|   |   |                                                            |   |                                                   |   |   |
| 21.    |   | Intentionally Omitted                                           |   | 20                                                     |
|   |   |                                                            |   |                                                   |
| 22.    |   | Surrender of Premises                                           |   | 20                                                     |
|   |   |                                                            |   |                                                   |
| 23.    |   | Holding Over                                                    |   | 20                                                     |
|   |   |                                                            |   |                                                   |
| 24.    |   | Certain Rights Reserved by Landlord                             |   | 21                                                     |
|   |   | (a)                                                             |   | Building Operations                                    |   | 21     |
|   |   | (b)                                                             |   | Security                                               |   | 21     |
|   |   | (c)                                                             |   | Prospective Purchasers and Lenders                     |   | 21     |
|   |   | (d)                                                             |   | Prospective Tenants                                    |   | 21     |

 

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| 25.    |   | Intentionally Omitted      |   | 21                                                          |
|--------|--------|----------------------------|--------|-------------------------------------------------------------|
|   |   |                       |   |                                                        |
| 26.    |   | Miscellaneous              |   | 21                                                          |
|   |   | (a)                        |   | Landlord Transfer                                           |   | 21 |
|   |   | (b)                        |   | Landlord’s Liability                                   |   | 21 |
|   |   | (c)                        |   | Brokerage                                                   |   | 22 |
|   |   | (d)                        |   | Estoppel Certificates                                       |   | 22 |
|   |   | (e)                        |   | Notices                                                     |   | 22 |
|   |   | (f)                        |   | Separability                                                |   | 22 |
|   |   | (g)                        |   | Amendments; Binding Effect                                  |   | 22 |
|   |   | (h)                        |   | Quiet Enjoyment                                             |   | 22 |
|   |   | (i)                        |   | No Merger                                                   |   | 23 |
|   |   | (j)                        |   | No Offer                                                    |   | 23 |
|   |   | (k)                        |   | Entire Agreement                                            |   | 23 |
|   |   | (l)                        |   | Waiver of Jury Trial                                        |   | 23 |
|   |   | (m)                        |   | Governing Law                                               |   | 23 |
|   |   | (n)                        |   | Recording                                                   |   | 23 |
|   |   | (o)                        |   | Water or Mold Notification                                  |   | 23 |
|   |   | (p)                        |   | Joint and Several Liability                                 |   | 23 |
|   |   | (q)                        |   | Financial Reports                                           |   | 23 |
|   |   | (r)                        |   | Landlord’s Fees                                        |   | 24 |
|   |   | (s)                        |   | Telecommunications                                          |   | 24 |
|   |   | (t)                        |   | Confidentiality                                             |   | 24 |
|   |   | (u)                        |   | Authority                                                   |   | 24 |
|   |   | (v)                        |   | Security Service                                            |   | 24 |
|   |   | (w)                        |   | Intentionally Omitted                                       |   | 24 |
|   |   | (x)                        |   | Prohibited Persons and Transactions                         |   | 25 |
|   |   | (y)                        |   | List of Exhibits                                            |   | 25 |
|   |   | (z)                        |   | Attorneys Fees                                              |   | 25 |
|   |   |                       |   |                                                        |   |   |
| 27.    |   | Environmental Requirements |   | 25                                                          |
|   |   | (a)                        |   | Prohibition against Hazardous Materials                     |   | 25 |
|   |   | (b)                        |   | Environmental Requirements                                  |   | 25 |
|   |   | (c)                        |   | Removal of Hazardous Materials                              |   | 26 |
|   |   | (d)                        |   | Tenant’s Indemnity                                     |   | 26 |
|   |   | (e)                        |   | Inspections and Tests                                       |   | 26 |
|   |   | (f)                        |   | Tenant’s Financial Assurance in the Event of a  Breach |   | 27 |
|   |   |                       |   |                                                        |   |   |
| 28.    |   | Parking                    |   | 27                                                          |

 

vii

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**LEASE**

THISLEASE AGREEMENT (this “**Lease**”)is entered into as of the Effective Date between TRINET MILPITAS ASSOCIATES,LLC, a Delaware limited liability company (“**Landlord**”), and ADVANCED MEDICAL OPTICS, INC., a Delawarecorporation (“**Tenant**”).

1*.            ***Definitions and BasicProvisions**.  Thedefinitions and basic provisions set forth in the Basic Lease Information (the “**Basic Lease Information**”) executed byLandlord and Tenant contemporaneously herewith are incorporated herein byreference for all purposes.  Additionally,the following terms shall have the following meanings when used in this Lease: “**Affiliate**” means any person or entitywhich, directly or indirectly, through one or more intermediaries, controls, iscontrolled by, or is under common control with the party in question; “**Building’s Structure**” means theBuilding’s structural roof elements, footings, foundation, and structuralportions of exterior load-bearing walls (expressly excluding any painting,sealing or other surface maintenance); “**Building’sSystems**” means the Building’s HVAC, life-safety, plumbing,electrical, and mechanical systems; “**including**”means including, without limitation; “**Laws**”means all federal, state, and local laws, ordinances, rules and regulations,all court orders, governmental directives, and governmental orders, and allinterpretations of the foregoing, and all restrictive covenants affecting thePremises (provided that any private restrictive covenants that become effectiveafter the Effective Date and materially affect the Premises or Tenant’s usethereof shall be subject to Tenant’s prior approval, which shall not beunreasonably withheld, conditioned or delayed), and “**Law**” means any of the foregoing; and “**Tenant Party**” means any of thefollowing persons:  Tenant; any assigneesclaiming by, through, or under Tenant; any subtenants claiming by, through, orunder Tenant; and any of their respective agents, contractors, employees,licensees, guests, and invitees.

2.             **Lease Grant**. Subject to the terms of this Lease, Landlord leases to Tenant, andTenant leases from Landlord, the Premises.

3.*            ***Tender and Acceptance ofPossession**. Landlord shall tender possession of thePremises to Tenant on the Effective Date for performance of the Work by Tenantas provided in Exhibit D hereto. Subject to the terms and conditions of this Section 3, Landlord shalldeliver the Premises in good working condition (with all mechanical,electrical, plumbing, life safety, roll-up doors, walkways, parking lots anddriveways in good working and operable condition, and the roof water tight), “broomclean”, and free of any personal property of prior tenants.  Access to, and use and occupancy of, thePremises by Tenant prior to the Commencement Date shall be subject to all ofthe provisions of this Lease excepting only those requiring the payment ofBasic Rent and Additional Rent, provided that Tenant shall be solelyresponsible for the costs of utilities and other costs directly related toTenant’s access, use and occupancy of the Premises prior to the CommencementDate, including for performance of the Work (the “**Early Occupancy Costs**”). Tenant formally accepts the Premises as of the Effective Date andacknowledges that the Premises and all components thereof are in good workingcondition (including with all mechanical, electrical, plumbing, life safety,roll-up doors, walkways, parking lots and driveways in good working andoperable condition, and the roof water tight), “broom clean”, and free of anypersonal property of prior tenants, except only that Landlord shall repair orreplace, at no cost (as an Operating Expense or otherwise) to Tenant, anycomponents of the Building’s Systems which (a) are not in good workingcondition for reasons other than the acts or omissions of a Tenant Party(including any alterations of the applicable Building’s Systems by or on behalfof a Tenant Party) and (b) Tenant, acting reasonably and in good faith,specifically identifies and describes as not being in good working condition ina written notice, together with reasonable supporting documentation, deliveredto Landlord within ninety (90) days after the Effective Date (the “**Warranty Period**”), it being understoodthat, except for any components of the Building’s Systems so identified anddescribed by Tenant during the Warranty Period, the Building’s Systems and thePremises shall be conclusively deemed to have been delivered to Tenant in goodworking condition, with the roof in watertight condition, and otherwise in thecondition called for hereunder, and Landlord shall have no repair orreplacement obligations with respect thereto (except for Landlord’s ongoingmaintenance and repair obligations to the extent expressly set forth inSections 7, 15 and 16 below).  To theextent in Landlord’s possession and assignable (it being understood thatLandlord shall not be obligated to incur any costs in connection with any suchassignment), Landlord shall assign to Tenant, on a non-exclusive basis, anywarranties and/or service contracts related to the Building’s Systems or otheritems Tenant is responsible to maintain under this Lease; provided, however,that to the extent (1) such warranties or contracts are not assignable toTenant or (2) Tenant elects not to pay all costs charged by the serviceprovider under such warranties or service contracts to effect

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the assignment, Landlordshall promptly upon request by Tenant use commercially reasonable efforts toenforce such warranties and contracts for the benefit of Tenant, and the costsincurred by Landlord in connection therewith shall be part of OperatingExpenses.  Landlord represents andwarrants that (i) it holds fee title to the Premises and has the right to enterinto this Lease and (ii) there are no Mortgages (defined below) currentlyencumbering the Premises.  EXCEPT ASOTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 3 AND IN SECTION 27, LANDLORD DOESNOT, BY THE EXECUTION AND DELIVERY OF THIS LEASE, AND LANDLORD SHALL NOT, BYTHE EXECUTION AND DELIVERY OF ANY DOCUMENT OR INSTRUMENT EXECUTED AND DELIVEREDIN CONNECTION WITH THIS LEASE, MAKE ANY REPRESENTATION OR WARRANTY, EXPRESS ORIMPLIED, OF ANY KIND OR NATURE WHATSOEVER, WITH RESPECT TO THE PREMISES, ANDALL SUCH REPRESENTATIONS AND WARRANTIES ARE HEREBY DISCLAIMED.  WITHOUT LIMITING THE GENERALITY OF THEFOREGOING PROVISION, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION 3AND IN SECTION 27, LANDLORD MAKES, AND SHALL MAKE, NO EXPRESS OR IMPLIEDWARRANTY AS TO MATTERS OF TITLE, ZONING, TAX CONSEQUENCES, PHYSICAL ORENVIRONMENTAL CONDITION, VALUATION, GOVERNMENTAL APPROVALS, GOVERNMENTALREGULATIONS OR ANY OTHER MATTER OR THING RELATING TO OR AFFECTING THEPREMISES.  TENANT AGREES THAT, WITHRESPECT TO THE PREMISES, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS SECTION3 AND IN SECTION 27, TENANT HAS NOT RELIED UPON AND WILL NOT RELY UPON, EITHERDIRECTLY OR INDIRECTLY, ANY REPRESENTATION OR WARRANTY OF LANDLORD.  EXCEPT TO THE EXTENT EXPRESSLY PROVIDEDOTHERWISE IN THIS LEASE (INCLUDING LANDLORD’S ONGOING MAINTENANCE AND REPAIROBLIGATIONS TO THE EXTENT EXPRESSLY SET FORTH IN SECTIONS 7, 15 AND 16 BELOW),LANDLORD SHALL LEASE TO TENANT, AND TENANT SHALL ACCEPT, THE PREMISES “AS IS”, “WHEREIS”, AND WITH ALL FAULTS, AND THERE ARE NO ORAL AGREEMENTS, WARRANTIES ORREPRESENTATIONS, COLLATERAL TO OR AFFECTING THE PREMISES BY LANDLORD OR ANYTHIRD PARTY.

                4*.*             **Rent**.

(a)           **Payment**.  Tenant shall timely pay to Landlord Rent,without notice, demand, deduction or set off (except as otherwise expresslyprovided herein), by good and sufficient check at Landlord’s address providedfor in this Lease or at such other address specified in writing to Tenant byLandlord.  The obligations of Tenant topay Basic Rent and other sums to Landlord and the obligations of Landlord underthis Lease are independent obligations. Basic Rent, adjusted as herein provided, shall be payable monthly inadvance.  The “Prepaid Rent” set forth inthe Basic Lease Information shall be payable contemporaneously with theexecution of this Lease and shall be applied to first installment(s) of Rentdue under this Lease; thereafter, Basic Rent shall be payable on the first dayof each calendar month of the Term.  Themonthly Basic Rent for any partial month at the beginning of the Term shallequal the product of 1/365 of the annual Basic Rent in effect during thepartial month and the number of days in the partial month, and shall be due onthe Commencement Date.  Payments of BasicRent for any fractional calendar month at the end of the Term shall besimilarly prorated.  Tenant shall payAdditional Rent at the same time and in the same manner as Basic Rent.

(b)**          ****Operating Costs, Taxes and Insurance Costs**.  Tenant shall pay Operating Costs, Taxes andInsurance Costs in accordance with Exhibit G and Exhibit Hhereto.

                5.             **Delinquent Payment; Handling Charges**.  All payments required of Tenant hereunderthat are not paid within five days after their due date shall bear interestfrom the date due until paid at the lesser of twelve percent (12%) per annum orthe maximum lawful rate of interest (such lesser amount is referred to herein asthe “**Default Rate**”);additionally, Landlord, in addition to all other rights and remedies availableto it, may charge Tenant a fee equal to the greater of (a) $50.00 or (b) fivepercent of the delinquent payment to reimburse Landlord for its cost and inconvenienceincurred as a consequence of Tenant’s delinquency.  In no event, however, shall the chargespermitted under this Section 4(b) or elsewhere in this Lease, to the extentthey are considered to be interest under applicable Law, exceed the maximum lawfulrate of interest.  Notwithstanding theforegoing, the late fee referenced above shall not be charged with respect tothe first occurrence (but not any subsequent occurrence during a 12-monthperiod) during any 12-month period that Tenant fails to make payment whendue, until five days after Landlord delivers written notice of such delinquencyto Tenant.

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                6.             **Security Deposit**.  Contemporaneously with the execution of thisLease, Tenant shall pay to Landlord the Security Deposit, which shall be heldby Landlord to secure Tenant’s performance of its obligations under thisLease.  The Security Deposit is not anadvance payment of Rent or a measure or limit of Landlord’s damages upon anEvent of Default (as defined herein). Landlord may, from time to time following an Event of Default andwithout prejudice to any other remedy, use all or a part of the SecurityDeposit to perform any obligation Tenant fails to perform hereunder or tocompensate Landlord for any damages due to an Event of Default by Tenant.  In this regard, Tenant hereby waives anyrestriction on the uses to which the Security Deposit may be applied ascontained in Section 1950.7(c) of the California Civil Code and/or anysuccessor statute  Following any suchapplication of the Security Deposit, Tenant shall pay to Landlord within ten(10) days after Tenant’s receipt of Landlord’s written demand the amount soapplied in order to restore the Security Deposit to its original amount.  Landlord shall, within 60 days after theexpiration or earlier termination of the Term and Tenant’s surrender of thePremises, return to Tenant the portion of the Security Deposit which was notapplied to satisfy Tenant’s obligations (and Tenant hereby waives theprovisions of California Civil Code Section 1950.7 to the contrary).  The Security Deposit may be commingled withother funds, and no interest shall be paid thereon.  If Landlord transfers its interest in thePremises and the transferee assumes Landlord’s obligations under this Lease,then Landlord shall assign the Security Deposit to the transferee in conformitywith the provisions of Section 1950.7 of the California Civil Code and/or anysuccessor statute, and Landlord thereafter shall have no further liability forthe return of the Security Deposit.  Therights and obligations of Landlord and Tenant under this Section 6 are subjectto any other requirements and conditions imposed by Laws applicable to theSecurity Deposit.

                7.             **Landlord’s Maintenance Obligations**.  Landlord’s maintenance obligations arelimited to the obligations specifically set forth in this Section 7.

(a)**          ****Warranty Period Work**.  Landlord shall, as and to the extent requiredunder Section 3 above, repair all components of the Building’s Systems whichTenant specifically identifies and describes as not being in good workingcondition or repair in a written notice delivered to Landlord prior to theexpiration of the Warranty Period.  Suchwork shall be at Landlord’s sole cost and expense and shall not be part ofOperating Expenses.

(b)**          ****Building’s Structure**.  Subject to Tenant’s obligations under Section10(b), Landlord shall repair and maintain the Building’s Structure.  The Building’s Structure does not includeexterior surfaces, roof membranes, skylights, windows, glass or plate glass,doors or overhead doors, special fronts, or office entries, dock bumpers, dockplates or levelers, loading areas and docks, and loading dock equipment or anyother items not expressly set forth in Section 1 above as being part of theBuilding’s Structure, all of which shall be maintained, repaired and replaced,as necessary, by Tenant.  Such work shallbe at Landlord’s sole cost and expense and shall not be part of OperatingExpenses.

(c)**          ****Water and Sewer Mains**.  Landlord shall repair and maintain the waterand sewer mains serving the Premises up to the points of commonconnection.  Such work shall be atLandlord’s sole cost and expense and shall not be part of Operating Expenses.

(d)**          ****Exterior Compliance with Laws**.  Subject to Tenant’s obligations under Section10(b), Landlord shall make any modifications, alterations or improvements tothe exterior portions of the Premises required by Laws in effect and asinterpreted as of the Effective Date. Such work shall be at Landlord’s sole cost and expense and shall not bepart of Operating Expenses.

(e)**          ****Outside Areas, Landscaping, Etc**.  Landlord shall maintain the areas of thePremises outside the Building, including landscaping and general propertymanagement duties, and the costs thereof shall be part of Operating Costs; in addition,Tenant shall pay to Landlord a property management fee equal to two andone-half percent (2.5%) of the Basic Rent payable by Tenant under this Lease,and such property management fee shall be payable 100% by Tenantnotwithstanding Tenant’s Proportionate Share during the first two years of theTerm.  Notwithstanding the foregoing, butsubject to Section 8(f) below, at any time during the Term, Tenant may elect bywritten notice to Landlord to take over all of Landlord’s obligations underthis Section 7(e), in which event starting on the first day of the second fullcalendar month following delivery of such notice, (i) Tenant shall beresponsible, at Tenant’s sole cost and expense, to perform all of theobligations under this Section 7(e) (it being understood that

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such costs shall not bepart of Operating Expenses and that Tenant shall be responsible for 100% ofsuch costs), (ii) Landlord shall have no further obligations under this Section7(e), and (iii) the property management fee shall be reduced to one percent(1%) of the Basic Rent payable by Tenant under this Lease.  Notwithstanding the foregoing, any work whichis required under this Section 7(e) but which constitutes a Major CapitalExpenditure under Paragraph 4 of Exhibit G shall be paid for andperformed as provided thereunder.

(f)**            AirHandler Replacement. **Landlordshall replace the seven (7) existing air handler units and related systemcomponents in the Building in accordance with plans which are appropriate for astandard research and development buildout and otherwise reasonably acceptableto Landlord and Tenant.  The cost of suchwork shall be initially borne by Landlord, but (i) the cost up to one$1,000,000.00 shall be shared by Landlord and Tenant in proportions equal tothe relationship between the length of the remaining Term (including anyExtension Period if the applicable option to extend is then or thereafterexercised by Tenant) and the length of the useful life of the new air handlerunits (which useful life is eighteen (18) years), and (ii) any cost in excessof $1,000,000.00 shall be paid entirely by Tenant on an amortized basis overthe remaining portion of the initial Term but only if and to the extent thatthe total amount of any such excess cost was approved in advance by Tenantprior to the landlord’s performance of the work.  Upon completion of such work, Tenant shallpay its portion of the cost on an amortized basis over the remaining months ofthe Term, as provided in the immediately preceding sentence, using the AmortizationInterest Rate (as defined in Paragraph 4 of Exhibit G), along with Basic Rent,as part of Operating Costs, provided that such portion shall be payable 100% byTenant notwithstanding Tenant’s Proportionate Share during the first two yearsof the Term.  Notwithstanding anything tothe contrary in this Lease, including the provisions of Section 3 regarding theWarranty Period, Landlord shall have no obligations with respect to themaintenance, repair or replacement of the air handler units and related systemcomponents, except as expressly set forth in this Section 7(f), as well asLandlord’s obligations under Section 3 (concerning the assignment for thebenefit of Tenant of all warranties and/or service contracts related to the airhandler units), Section 15 (relating to the repair/replacement of any damage tothe air handler units caused by a condemnation), and Section 16 (relating tothe repair/replacement of any damage to the air handler units caused by acasualty).

                 Notwithstanding anything to the contrary in thisSection 7 or elsewhere in this Lease (but subject to the waiver of subrogationprovisions set forth in Section 12(b), as applicable), Landlord shall not beresponsible for the payment or performance of any maintenance, repair orreplacement work (i) unless and until Tenant notifies Landlord of the needtherefor in writing, (ii) which is required by Laws and is Tenant’sresponsibility under Section 10(b) below, (iii) which arises from any damagecaused by the acts or omissions of any Tenant Party or failure to comply withTenant’s obligations under this Lease, (iv) which is performed at Tenant’srequest as an elective or upgrade item, or (v) to the extent such work requiresthat any costs be incurred and/or any specialized consultants be hired, whichcosts would not be incurred or which consultants would not be hired were it notfor the existence of any improvement, alteration or other item constructed orinstalled in the Premises for Tenant’s particular and unique use of thePremises (including as part of the Work).

8.             **Improvements; Alterations;Tenant’s Maintenance and Repair Obligations.**

**               **(a)**          ****Improvements; Alterations**.

### (1)           In General.  Improvements to the Premises shall beinstalled at Tenant’s expense only in accordance with plans and specificationswhich have been previously submitted to and approved in writing by Landlord,and by engineers, contractors and subcontractors which have been previouslyapproved in writing by Landlord, which approval shall be governed by theprovisions set forth in this Section 8(a). No alterations or physical additions in or to the Premises may be madewithout Landlord’s prior written consent, which shall not be unreasonablywithheld, conditioned or delayed; however, Landlord may withhold its consent toany alteration or addition that would materially adversely affect (in thereasonable discretion of Landlord) (a) the Building’s Structure or the Building’sSystems (including the Building’s restrooms or mechanical rooms), (b) theexterior appearance of the Building, or (c) the provision of services to otherBuilding occupants, if applicable. Except as expressly provided in Section 8(g) below, Tenant shall notpaint or install lighting or decorations, signs, window or door lettering, oradvertising media of any type visible from the exterior of  the Premises without the prior writtenconsent of Landlord, which consent shall not be unreasonably withheld,conditioned or delayed.  Whenever Landlord’sconsent

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### or approval isrequired under this Section 8, if Landlord fails to respond to Tenant inwriting within fifteen (15) days after receipt of a specific, written requestfrom Tenant, and such failure continues for more than ten (10) days afterreceipt of a second specific, written request from Tenant (which second requestsstates the following in bold, capital letters: “THIS IS THE SECOND REQUEST FOR LANDLORD’S APPROVAL PURSUANT TO SECTION8(a)(1) OF THE LEASE, AND LANDLORD’S FAILURE TO RESPOND WITHIN TEN (10) DAYSWILL BE DEEMED LANDLORD’S APPROVAL OF THE ITEMS IN QUESTION”), then Landlordshall be deemed to have granted its consent or approval to such request.  All alterations, additions, and improvementsshall be constructed, maintained, and used by Tenant, at its risk and expense,in accordance with all Laws; Landlord’s consent to or approval of anyalterations, additions or improvements (or the plans therefor) shall notconstitute a representation or warranty by Landlord, nor Landlord’s acceptance,that the same comply with sound architectural and/or engineering practices orwith all applicable Laws, and Tenant shall be solely responsible for ensuringall such compliance.  All alterations,additions and improvements made by Tenant shall become the property of Landlordupon installation and shall remain on and be surrendered with the Premises uponthe expiration or sooner termination of this Lease, unless Landlord requiresthe removal of such alterations, additions or improvements.  Notwithstanding the foregoing:  (a) Tenant shall not be required to removeany alterations, additions or improvements which, in Landlord’s reasonableestimation, constitute generic and customary office improvements and which areapproved by Landlord as and to the extent required under this Lease; and (b)upon Tenant’s specific, written request at the time it seeks Landlord’sapproval of any alteration, addition or improvement (including the Work),Landlord agrees to indicate in writing whether such alteration, addition orimprovement constitutes generic and customary office improvements and, if not,whether Landlord will require such alteration, addition or improvement to beremoved upon the expiration or earlier termination of this Lease, and ifLandlord fails to indicate a requirement that such alteration, addition orimprovement be removed, and such failure continues for more than ten (10) daysafter receipt of a second specific, written request from Tenant (which secondrequests states the following in bold, capital letters:  “THIS IS THE SECOND REQUEST FOR LANDLORD’SREMOVAL DETERMINATION PURSUANT TO SECTION 8(a)(1) OF THE LEASE, AND LANDLORD’SFAILURE TO RESPOND WITHIN TEN (10) DAYS WILL RESULT IN NO REQUIREMENT THATTENANT REMOVE THE ITEMS IN QUESTION”), then Tenant shall not be required toremove such alteration, addition or improvement.  Notwithstanding the foregoing, except to theextent otherwise indicated  on thepreliminary plans identified on Schedule 1 attached to Exhibit D, Tenantshall not be required to remove any portions of the Work, so long as suchportions of the Work are constructed strictly in accordance with all Laws, withsuch preliminary plans and the Working Drawings based on those preliminaryplans and approved by Landlord in accordance with Exhibit D.

### (2)           Minor Alterations.  Notwithstanding Section 8(a)(1) above, Tenant,without Landlord’s prior written consent (but subject to the other terms andconditions of this Section 8, including Section 8(c) below), shall be permittedto make alterations to the Premises that do not affect the Building’s  Structure, do not materially affect theBuilding’s Systems and do not materially affect the appearance of the Buildingviewed from the exterior, provided that: (a) such alterations do not exceed$50,000 individually or $150,000 in the aggregate; (b) Tenant shall timelyprovide Landlord the information required pursuant to Section 8(c) below; (c)Tenant shall notify Landlord in writing within thirty (30) days of completionof the alteration and deliver to Landlord a set of the plans and specificationstherefor, either “as built” or marked to show construction changes made; and(d) Tenant shall, upon Landlord’s request, remove the alteration at thetermination of the Lease and restore the Premises to its condition prior tosuch alteration; provided, however, that, within ten (10) days after aspecific, written request from Tenant delivered together with Tenant’s noticeof completion of the alteration, Landlord agrees to indicate in writing whetherLandlord will require such alteration to be removed upon the expiration orearlier termination of this Lease, and if Landlord fails to indicate withinsuch 10-day period a requirement that such alteration, addition or improvementbe removed, and such failure continues for more than ten (10) days afterreceipt of a second specific, written request from Tenant (which secondrequests states the following in bold, capital letters:  “THIS IS THE SECOND REQUEST FOR LANDLORD’SREMOVAL DETERMINATION PURSUANT TO SECTION 8(a)(2) OF THE LEASE, AND LANDLORD’SFAILURE TO RESPOND WITHIN TEN (10) DAYS WILL RESULT IN NO REQUIREMENT THATTENANT REMOVE THE ITEMS IN QUESTION”), then Tenant shall not be required toremove such alteration.

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(b)**          ****Repairs; Maintenance**.  Except as expressly set forth to be Landlord’sresponsibility under Sections 7, 15 and 16, Tenant, at its sole expense, shallrepair, replace and maintain in good, clean, safe, and operable condition andin accordance with all Laws and the equipment manufacturer’s suggested serviceprograms, all portions of the Premises, including entries, doors, ceilings,windows, interior walls, and the interior side of demising walls, and heating,ventilation and air conditioning systems (including any evaporative units), andother building and mechanical systems serving the Premises.  Such repair and replacements include capitalexpenditures and repairs whose benefit may extend beyond the Term; providedthat any item which constitutes a Major Capital Expenditure under Paragraph 4of Exhibit G shall be paid for and performed as provided thereunder.

(c)**          ****Performance of Work**.  All work described in this Section 8, orotherwise performed by or for Tenant under this Lease, shall be performed onlyby contractors and subcontractors approved in writing by Landlord, whichapproval shall not be unreasonably withheld, conditioned or delayed.  Tenant shall cause all contractors andsubcontractors to procure and maintain insurance coverage naming Landlord,Landlord’s property management company and Landlord’s asset management companyas additional insureds against such risks and in such amounts as Landlord mayreasonably require and with reputable, credit-worthy insurance companies.  Tenant shall provide Landlord with theidentities, mailing addresses and telephone numbers of all persons performingwork or supplying materials costing in excess of $5,000 prior to beginning suchconstruction and Landlord may post on and about the Premises notices ofnon-responsibility pursuant to applicable Laws. All such work shall be performed in accordance with all Laws and in agood and workmanlike manner so as not to damage the Premises (including theBuilding, the Building’s Structure and the Building’s Systems) and inaccordance with all approved plans for such work, if applicable.  Subject to Section 8(a)(2) above, all suchwork which may materially affect the Building’s Structure or the Building’sSystems must be approved by an engineer reasonably acceptable to Landlord, atTenant’s expense, with no markup or additional fee by Landlord.  Notwithstanding anything to the contrary inthis Section 8, if any work affecting the roof of the Building may or couldvoid or reduce the warranty on the roof, then it shall be deemed reasonable forLandlord to withhold its approval of such work.

(d)**          ****Mechanic’s Liens**.  All work performed, materials furnished, orobligations incurred by or at the request of a Tenant Party hereunder shall bedeemed authorized and ordered by Tenant only, and Tenant shall not permit anymechanic’s liens to be filed against the Premises in connection therewith.  Upon completion of any such work, Tenantshall deliver to Landlord final lien waivers from all contractors,subcontractors and materialmen who performed such work costing in excess of$5,000.  If any mechanics or materialmanslien is filed, then Tenant shall, within fifteen days after Landlord hasdelivered notice of the filing thereof to Tenant (or such earlier time periodas may be necessary to prevent the forfeiture of the Premises or any interestof Landlord therein or the imposition of a civil or criminal fine with respect thereto),either (1) pay the amount of the lien and cause the lien to be released ofrecord, or (2) diligently contest such lien and deliver to Landlord a bond orother security reasonably satisfactory to Landlord.  If Tenant fails to timely take either suchaction, then Landlord may pay the lien claim, and any amounts so paid,including expenses and interest at the Default Rate from the time of Landlord’spayment, shall be paid by Tenant to Landlord within ten business days afterLandlord has invoiced Tenant therefor. Landlord and Tenant acknowledge and agree that their relationship is andshall be solely that of “landlord-tenant” (thereby excluding a relationship of “owner-contractor,”“owner-agent” or other similar relationships). Accordingly, all materialmen, contractors, artisans, mechanics, laborersand any other persons now or hereafter contracting with Tenant, any contractoror subcontractor of Tenant or any other Tenant Party for the furnishing of anylabor, services, materials, supplies or equipment with respect to any portionof the Premises, at any time from the Effective Date until the end of the Term,are hereby charged with notice that they look exclusively to Tenant to obtainpayment for same.  Nothing herein shallbe deemed a consent by Landlord to any liens being placed upon the Premises orLandlord’s interest therein due to any work performed by or for Tenant ordeemed to give any contractor or subcontractor or materialman any right orinterest in any funds held by Landlord to reimburse Tenant for any portion ofthe cost of such work.  Without limitingthe generality of the foregoing, Tenant shall notify Landlord in writing nolater than one (1) day after the commencement of any work or the furnishing ofany materials at or to the Premises in order that Landlord shall be able timelyto post and record Notices of Non-Responsibility.  Tenant shall defend, indemnify and holdharmless Landlord and its agents and representatives from and against allclaims, demands, causes of action, suits, judgments, damages and expenses(including attorneys’ fees) in any way arising from or relating to the failureby any Tenant Party to pay for any work performed, materials furnished, orobligations incurred by or at the request of a Tenant Party.  This indemnity provision shall survivetermination or expiration of this Lease.

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(e)**          ****Janitorial Services**.  Tenant, at its sole expense, shall provideits own janitorial services to the Premises and shall maintain the Premises ina clean and safe condition.  Tenant shallstore all trash and garbage in receptacles and shall, at its sole expense,arrange for the regular pickup of such trash and garbage.  If Tenant fails continuously and diligentlyto provide janitorial services to the Premises or trash removal services in compliancewith the foregoing, Landlord, in addition to any other rights and remediesavailable to it, may cure such failure, and Tenant shall pay to Landlord thecost thereof, together with interest thereon at the Default Rate from the timeof Landlord’s payment, plus an administrative fee equal to 5% of such cost,within ten days after Landlord delivers to Tenant an invoice therefor.

(f)**           ****Landlord’s Right to Perform Tenant’s Obligations**.  If Tenant fails continuously and diligentlyto perform any of Tenant’s maintenance, repair and/or replacement obligationsunder this Lease, Landlord, in addition to any other rights and remediesavailable to it, may elect (but without any obligation to do so) (i) to performsuch obligation(s) on a one-time basis at Tenant’s cost, including interestthereon at the Default Rate from the time of Landlord’s payment, or (ii) totake over the performance of such obligation(s) for some or all of theremainder of the Term at Tenant’s cost, including an additional management feeequal to three percent (3%) of such cost. For clarity, all such costs shall be payable 100% by Tenantnotwithstanding Tenant’s Proportionate Share during the first two years of theTerm.

(g)**          ****Signage**.  Notwithstanding Section 8(a) above,throughout the Term, Tenant, and its permitted subtenants, affiliates and/ortransferees, shall have the right to install building and monument signs on, inor about the Premises, subject to Landlord’s prior approval, which shall not beunreasonably withheld, conditioned or delayed, and to all applicable Laws.  Tenant shall be responsible for maintainingany such signs in good condition and shall remove such signs at the expirationor earlier termination of this Lease. Tenant shall repair all damage to the Premises caused by theinstallation, maintenance or removal of such signs.

(h)**          ****Rooftop Communications Equipment**.  Tenant, or any permitted assignee orpermitted subtenant, shall have the exclusive right to install and operateantennas, satellite dishes and related communications equipment on the roof ofthe building; provided that such equipment shall be for Tenant’s own use, shallnot have a negative impact on the appearance of the Building, shall be incompliance with plans and specifications approved in advance by Landlord (whichapproval shall not be unreasonably withheld, conditioned or delayed) and withall applicable Laws, shall be in a location subject to Landlord’s approval,which approval shall not be unreasonably withheld, conditioned or delayed, andshall otherwise comply with the terms and conditions of this Section 8.  Tenant shall be solely responsible for allcosts related to such equipment, including the costs of designing, fabricating,engineering, permitting, installing, screening and maintaining any such equipmentin good condition and shall remove all such equipment at the expiration orearlier termination of this Lease at Tenant’s sole cost and expense.  Tenant shall repair all damage to thePremises caused by the installation, maintenance or removal of such equipment.  Tenant shall not have the right to use any ofthe allowances provided in Exhibit D toward any of the costs related tosuch communications equipment.

(i)**           ****Generator/UPS. Tenant**, or any permitted assignee of Tenant’s entireinterest under this Lease, shall have the exclusive right to install andoperate a backup generator in the area of the Premises outside of the Building;provided that such generator shall be for Tenant’s own use, shall not have anegative impact on the appearance of the Premises, shall be in compliance withplans and specifications approved in advance by Landlord (which approval shallnot be unreasonably withheld, conditioned or delayed) and with all applicableLaws, shall be in a location subject to Landlord’s approval, which approvalshall not be unreasonably withheld, conditioned or delayed, and shall otherwisecomply with the terms and conditions of this Section 8.  Tenant shall be solely responsible for allcosts related to the generator, including the costs of designing, fabricating,engineering, permitting, installing, screening and maintaining the generator ingood condition, provided that Tenant may use the allowances provided in ExhibitD toward the costs of acquiring and installing the generator.  If Tenant uses the allowances provided in ExhibitD toward the costs of acquiring and installing the generator, then thegenerator and any related items shall be the property of Landlord and shallremain at the Premises at the expiration or earlier termination of this Lease,unless Landlord requires removal by Tenant. If Tenant does not use any of the allowances provided in Exhibit Dtoward the costs of acquiring and installing the generator (or if Tenant usessuch allowances but Landlord nevertheless requires removal), then Tenant shallremove the generator and any related items at the expiration or earliertermination of this Lease at Tenant’s sole cost and expense, in which case thegenerator shall

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become the property ofTenant.  Tenant shall repair all damageto the Premises caused by the installation, maintenance or removal of thegenerator and any related items.

*               *9.*            ***Utilities; Licenses andPermits**.

(a)**          ****Utilities**.  Tenant shall, at its sole cost and expense,contract for and pay for all water, gas, electricity, heat, telephone, sewer,sprinkler charges and other utilities and services used at the Premises,together with any taxes, penalties, surcharges, connection charges, maintenancecharges, and the like pertaining to Tenant’s use of the Premises.  Landlord may, at Tenant’s expense, separatelymeter and bill Tenant directly for its use of any such utility service.  To the extent any utility service for thePremises is submetered, the meter shall be read by Landlord or Landlord’sdesignee, and Tenant shall pay to Landlord, within 30 days after receipt of aninvoice therefor, the cost of such service based on the actual rates chargedfor such service by the utility company furnishing such service, including allfuel adjustment charges, demand charges and taxes.  To the extent that any particular utility isnot separately metered or submetered as provided above (e.g., water or sewercharges), Landlord shall, using its good-faith, reasonable judgment, allocatethe expenses for such utility among the existing users of such utility basedupon square footage, usage and/or otherwise in accordance with industrystandards.  Tenant, at its expense, shallobtain all utility services for the Premises (other than a utility that issubmetered or otherwise provided to the Premises by Landlord), including makingall applications therefor, obtaining meters and other related equipment, andpaying all deposits and connection charges. Landlord shall not be liable for any interruption or failure of utilityservice to the Premises, and such interruption or failure of utility serviceshall not be a constructive eviction of Tenant, constitute a breach of anyimplied warranty, or entitle Tenant to any abatement of Tenant’s obligationshereunder.  If, however, Tenant isprevented from using the Premises for more than 7 consecutive days because ofthe unavailability of any such service, Tenant promptly notifies Landlord ofsuch unavailability, such unavailability was caused by Landlord or any ofLandlord’s agents, contractors or invitees, and restoration of such service iswithin the reasonable control of Landlord, then Tenant shall, as its exclusiveremedy be entitled to a reasonable abatement of Rent for each consecutive day(after such 7-day period) that Tenant is so prevented from using thePremises.  Rent shall not abate by reasonof the interruption, insufficiency, unavailability or discontinuance of suchservice if Tenant does not promptly notify Landlord of such unavailability orif such unavailability or discontinuance was not caused by Landlord andrestoration of such service is not within the reasonable control of Landlord.

(b)**          ****Licenses and Permits**.  Tenant shall, at its sole cost and expense,obtain and keep in force during the Term, and all extensions thereof, alllicenses, certificates and permits necessary for it to use the Premises inaccordance with applicable Laws.  UponLandlord’s request, Tenant shall promptly deliver to Landlord copies of allsuch licenses, certificates and permits.

(c)**          ****Landlord’s Right to Perform Tenant’s Obligations**.  If any Event of Default by Tenant related toits failure to perform any of its obligations under this Section 9 shall occur,then Landlord may, if it so elects but expressly without any obligation to doso, following the expiration of any applicable notice and cure period providedherein, in addition to any other remedies provided herein, make suchpayments.  Any out-of-pocket sumsexpended by Landlord with respect to any of the foregoing, together withinterest thereon at the Default Rate from the time of Landlord’s payment, shallbe deemed to be Additional Rent owing by Tenant to Landlord and shall be dueand payable within 30 days after written request therefor.

*               *10.           **Use; Compliance With Laws.**

(a)**          ****Use**.  Tenant may use the Premises only for thePermitted Use, shall comply with all Laws relating to the use, condition,access to, and occupancy of the Premises and will not commit waste, overloadthe Building’s Structure or the Building’s Systems or subject the Premises touse that would damage the Premises.  ThePremises shall not be used for any use which is disreputable, createsextraordinary fire hazards, or results in an increased rate of insurance on theBuilding or its contents (unless Tenant agrees to pay for such increase), orfor the storage of any Hazardous Materials (except as provided in Section 27hereto).  Except for parking of cars anda limited number of trucks in the normal course conducting Tenant’s operationsat the Premises, outside storage, including storage of trucks or othervehicles, is prohibited without Landlord’s prior written consent, which shallnot be unreasonably withheld, conditioned or delayed. If, because of a TenantParty’s acts or because Tenant vacates the

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Premises, the rate ofinsurance on the Building or its contents increases, then Tenant shall pay toLandlord the amount of such increase on demand, and acceptance of such paymentshall not waive any of Landlord’s other rights. Tenant shall conduct its business and control each other Tenant Party soas not to create any nuisance or unreasonably interfere with other tenants (ifany) or Landlord in its management of the Building.

(b)**          ****Compliance With Laws**.  Tenant shall not do or permit anything to bedone in or about the Premises or the Building that will in any way violate orconflict with any Law now in force or hereinafter enacted.  Tenant, at its sole cost and expense, shallpromptly comply with all present and future Laws (including any changes ininterpretation thereof) relating to the use, condition, access to, and occupancyof the Premises and the Building, including Title III of the Americans WithDisabilities Act of 1990 (“**ADA**”),any state laws governing handicapped access or architectural barriers, and allrules, regulations, and guidelines promulgated under such Laws, as amended fromtime to time.  Tenant shall promptlyfurnish Landlord with any notices received from any insurance company orgovernmental agency or inspection bureau regarding any unsafe or unlawfulconditions within the Premises or the Building or the violation of anyLaw.  Without limiting the generality ofthe foregoing, Tenant, at its sole cost and expense, shall perform all work tothe Premises and the Building, including structural work if applicable,required to effect such compliance with Laws (or, at Landlord’s election,Landlord may perform any such structural work at Tenant’s cost) as a result ofor in any way relating to (i) Tenant’s use or occupancy of the Premises or theBuilding, (ii) Tenant’s application for any permit or governmental approval,(iii) any modifications, alterations or improvements made to, within or aboutthe Premises or the Building by or on behalf of Tenant or any Tenant Party,and/or (iv) any new or change in Law or change in interpretation thereof;provided, however, that if the cost of any work or other modification, whetherstructural or otherwise, which results from any new or change in Law or changein interpretation thereof is considered a capital expenditure under GAAP andexceeds $50,000.00, then, subject to the penultimate sentence of Paragraph 4 ofExhibit G, such work or other modification shall constitute a Major CapitalExpenditure under Paragraph 4 of Exhibit G and shall be paid for andperformed as provided thereunder.

                11.           **Assignment and Subletting**.

(a)**          ****Transfers**.  Except as provided in Sections 11(h) or11(i), Tenant shall not, without the prior written consent of Landlord, (1)assign, transfer, or encumber this Lease or any estate or interest herein,whether directly or by operation of law, (2) permit any other entity to becomeTenant hereunder by merger, consolidation, or other reorganization, (3) ifTenant is an entity other than a corporation whose stock is publicly traded,permit the transfer of an ownership interest in Tenant so as to result in achange in the current control of Tenant, (4) sublet any portion of thePremises, (5) grant any license, concession, or other right of occupancy of anyportion of the Premises, or (6) permit the use of the Premises by any partiesother than Tenant (any of the events listed in Section 11(a)(1) through 11(a)(6) being a “**Transfer**”).

(b)**          ****Consent Standards**.  Landlord shall not unreasonably withhold itsconsent to any assignment or subletting of the Premises, provided that, inLandlord’s reasonable business judgment, the proposed transferee (1) iscreditworthy, (2) does not have an unsavory reputation in the businesscommunity, (3) will use the Premises only for the Permitted Use, (4) is not agovernmental entity, or subdivision or agency thereof, and (5) is not a personor entity with whom Landlord is then, or has within the prior six months beenin active negotiations relating to the potential lease of space within tenmiles of the Premises, or any Affiliate of any such person or entity;otherwise, Landlord may withhold its consent in its sole discretion.  Additionally, Landlord may withhold itsconsent in its sole discretion to any proposed Transfer if any Event of Defaultby Tenant then exists.  Notwithstandingany contrary provision of law, including California Civil Code Section1995.310, Tenant shall have no right, and Tenant hereby waives and relinquishesany right, to cancel or terminate this Lease in the event Landlord isdetermined to have unreasonably withheld or delayed its consent to a proposedTransfer.

(c)**          ****Request for Consent**.  If Tenant requests Landlord’s consent to aTransfer, then, at least 15 business days prior to the effective date of theproposed Transfer, Tenant shall provide Landlord with a written description ofall terms and conditions of the proposed Transfer, copies of the proposeddocumentation, and the following information about the proposed transferee:name and address; reasonably satisfactory information about its business andbusiness history; its proposed use of the Premises; banking, financial, andother credit information; and general references sufficient to enable Landlordto determine the proposed transferee’s creditworthiness and

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character.  Concurrently with Tenant’s notice of anyrequest for consent to a Transfer, Tenant shall pay to Landlord a fee of $1,000to defray Landlord’s expenses in reviewing such request, and Tenant shall alsoreimburse Landlord promptly upon request for its reasonable out-of-pocketattorneys’ fees incurred in connection with considering any request for consentto a Transfer.

(d)**          ****Conditions to Consent**.  If Landlord consents to a proposed Transfer,then the proposed transferee shall deliver to Landlord a written agreementwhereby it expressly assumes the applicable obligations of Tenant hereunder;however, any transferee of less than all of the space in the Premises shall beliable only for obligations under this Lease that are properly allocable to thespace subject to the Transfer for the period of the Transfer.  No Transfer shall release Tenant from itsobligations under this Lease, but rather Tenant and its transferee shall bejointly and severally liable therefor. Landlord’s consent to any Transfer shall not waive Landlord’s rights asto any subsequent Transfers.  If an Eventof Default occurs while the Premises or any part thereof are subject to aTransfer, then Landlord, in addition to its other remedies, may collectdirectly from such transferee all rents becoming due to Tenant and apply suchrents against Rent.  Tenant authorizesits transferees to make payments of rent directly to Landlord upon receipt ofnotice from Landlord to do so following the occurrence of an Event of Defaulthereunder.  Tenant shall pay for the costof any demising walls or other improvements necessitated by a proposedsubletting or assignment, which improvements shall be subject to Section 8hereof.

(e)**          ****Attornment by Subtenants**.  Each sublease by Tenant hereunder shall besubject and subordinate to this Lease and to the matters to which this Lease isor shall be subordinate, and each subtenant by entering into a sublease isdeemed to have agreed that in the event of termination, re-entry ordispossession by Landlord under this Lease, Landlord may, at its option, takeover all of the right, title and interest of Tenant, as sublandlord, under suchsublease, and such subtenant shall, at Landlord’s option, attorn to Landlordpursuant to the then executory provisions of such sublease, except thatLandlord shall not be (1) liable for any previous act or omission of Tenantunder such sublease, (2) subject to any counterclaim, offset or defense thatsuch subtenant might have against Tenant, (3) bound by any previousmodification of such sublease not approved by Landlord in writing or by anyrent or additional rent or advance rent which such subtenant might have paidfor more than the current month to Tenant, and all such rent shall remain dueand owing, notwithstanding such advance payment, (4) bound by any security oradvance rental deposit made by such subtenant which is not delivered or paidover to Landlord and with respect to which such subtenant shall look solely toTenant for refund or reimbursement, or (5) except for Landlord’s obligationsexpressly set forth in this Lease, obligated to perform any other work in thesubleased space or to prepare it for occupancy, and in connection with suchattornment, the subtenant shall execute and deliver to Landlord any instrumentsLandlord may reasonably request to evidence and confirm such attornment.  Each subtenant or licensee of Tenant shall bedeemed, automatically upon and as a condition of its occupying or using thePremises or any part thereof, to have agreed to be bound by the terms andconditions set forth in this Section 11(e). The provisions of this Section 11(e) shall be self-operative, and nofurther instrument shall be required to give effect to this provision.

(f)**           ****Cancellation**.  Landlord may, within 30 days after submissionof Tenant’s written request for Landlord’s consent to an assignment orsubletting for all or substantially all of the remainder of the Term (providedthat the space subject to such request, together with any space previouslyassigned or subleased,  constitutes atleast sixty-six percent (66%) of the square feet of the Premises), cancel thisLease as to the portion of the Premises proposed to be sublet or assigned as ofthe date the proposed Transfer is to be effective by delivering written noticeof cancellation to Tenant (“**CancellationNotice**”).  If Landlordcancels this Lease as to any portion of the Premises, then this Lease shallcease for such portion of the Premises and Tenant shall pay to Landlord allRent accrued through the cancellation date relating to the portion of thePremises covered by the proposed Transfer. Thereafter, Landlord may lease such portion of the Premises to theprospective transferee (or to any other person) without liability toTenant.  Notwithstanding the foregoing oranything to the contrary contained in this Lease, (i) if Tenant rescinds theproposed assignment or sublease by giving written notice to Landlord withinthree (3) business days after receipt of the Cancellation Notice, then suchcancellation shall be void and this Lease shall continue in full force withoutany such assignment or sublease, and (ii) this Section 11(f) shall not applyto, and Landlord will have no right to cancel all or any portion of this Leasein connection with, a Permitted Transfer under Section 11(h) or a Transfer to aStrategic Partner under Section 11(i).

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(g)           **Additional Compensation**

### (1)           In General.  Tenant shall pay to Landlord, immediatelyupon receipt thereof, fifty percent (50%) of the excess of (A) all compensationreceived by Tenant for a Transfer less the actual out-of-pocket costsreasonably incurred by Tenant with unaffiliated third parties specifically andonly for market brokerage commissions, reasonable legal fees (not to exceed$5,000.00 in each case) and tenant improvement costs for work approved inwriting by Landlord (which approval shall not be unreasonably withheld,conditioned or delayed), including demising walls, etc. over (B) the Rentallocable to the portion of the Premises covered thereby.

### (2)           Lease Months 1-24.  Notwithstanding Section 11(g)(1) above,during Lease Months 1 through 24 of the initial Term, with respect to allTransfers of portions of the Premises up to 40,000 square feet in theaggregate, Tenant shall pay to Landlord, immediately upon receipt thereof,twenty-five percent (25%) of the excess of (A) all compensation received byTenant for such Transfers less the actual out-of-pocket costs reasonablyincurred by Tenant with unaffiliated third parties specifically and only formarket brokerage commissions, reasonable legal fees (not to exceed $5,000.00 ineach case) and tenant improvement costs for work approved in writing byLandlord (which approval shall not be unreasonably withheld, conditioned ordelayed), including demising walls, etc. over (B) the Rent allocable to theportion of the Premises covered thereby; *provided,that,* (i) immediately upon the Transfer of any portion of thePremises up to 40,000 square feet in the aggregate, Tenant’s ProportionateShare shall be increased by an amount equal to the quotient of the square feetin such portion (as the numerator) and the total square feet in the Premises(as the denominator), and (ii) the Basic Rent for such portion shall be deemedto be zero dollars ($0.00).  For clarity,during Lease Months 1 through 24 of the initial Term, Section 11(g)(1) shall inany event apply to the portion of any such Transfers that are in excess of40,000 square feet in the aggregate.

(h)**          ****Permitted Transfers**.  Notwithstanding Section 11(a), Tenant mayTransfer all or part of its interest in this Lease or all or part of thePremises (a “**Permitted Transfer**”)to the following types of entities (a “**PermittedTransferee**”) without the written consent of Landlord:

### (1)           an Affiliate of Tenant;

### (2)           any corporation, limited partnership,limited liability partnership, limited liability company or other businessentity in which or with which Tenant, or its corporate successors or assigns,is merged or consolidated, in accordance with applicable statutory provisionsgoverning merger and consolidation of business entities or other reorganizationin which Tenant is not the surviving corporation, so long as (A) Tenant’sobligations hereunder are assumed by the entity surviving such merger orcreated by such consolidation or other reorganization; and (B) such survivingor created entity (or an Affiliate thereof which provides an unconditionalguaranty of Tenant’s obligations under this Lease in form and content approvedin advance by Landlord in its commercially reasonable discretion) either (i)has substantial experience operating the same line of business as Tenant andhas a total rent-adjusted debt to EBITDAR ratio of no more than four (4) or(ii) has a credit rating of not less than two notches below “investment grade”(i.e., a rating of at least “BB” by S&P and “Ba2” by Moody’s); or

### (3)           any corporation, limited partnership,limited liability partnership, limited liability company or other businessentity acquiring all or substantially all of Tenant’s assets, or a separatedivision or line of Tenant’s business conducted at the Premises, if such entity(or an Affiliate thereof which provides an unconditional guaranty of Tenant’sobligations under this Lease in form and content approved in advance byLandlord in its commercially reasonable discretion) either (i) has substantialexperience operating the same line of business as Tenant and has a totalrent-adjusted debt to EBITDAR ratio of no more than four (4) or (ii) has acredit rating of not less than two notches below “investment grade” (i.e., arating of at least “BB” by S&P and “Ba2” by Moody’s).

Tenant shall promptly notify Landlord of any suchPermitted Transfer.  Tenant shall remainliable for the performance of all of the obligations of Tenant hereunder;provided, however, that (a) if Tenant no longer exists because of a merger,consolidation, or acquisition, the surviving or acquiring entity shallexpressly assume in writing the obligations of Tenant hereunder, and (b) if thePermitted Transfer is an assignment of Tenant’s entire interest 

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under this Lease and the assignee (or an Affiliatethereof which provides an unconditional guaranty of Tenant’s obligations underthis Lease in form and content approved in advance by Landlord in itscommercially reasonable discretion) has an “investment grade” credit rating(i.e., a rating of at least “BBB-” by S&P and “Baa3” by Moody’s), thenTenant shall be released of its obligations hereunder to the extent, and onlyto the extent, such obligations are expressly assumed in writing by suchassignee.  Additionally, the PermittedTransferee shall comply with all of the terms and conditions of this Lease,including the Permitted Use, and the use of the Premises by the PermittedTransferee may not violate any other agreements affecting the Premises orLandlord’s interest therein.  Any excesscompensation received by Tenant in connection with a Permitted Transfer to anAffiliate as described in Section 11(h)(1) above shall be shared by Landlordand Tenant as and to the extent set forth in Section 11(g) above; provided,however, that Tenant shall have no obligation to pay any excess compensationthat may be received in connection with a Permitted Transfer as described inSection 11(h)(2) or 11(h)(3), except to the extent that such Permitted Transferincludes a direct increase in rent charged to the surviving, created oracquiring entity with respect to this Lease. No later than 30 days after the effective date of any PermittedTransfer, Tenant agrees to furnish Landlord with (A) copies of the instrumenteffecting any of the foregoing Transfers, (B) documentation establishing Tenant’ssatisfaction of the requirements set forth above applicable to any suchTransfer, and (C) evidence of insurance as required under this Lease withrespect to the Permitted Transferee.  Theoccurrence of a Permitted Transfer shall not waive Landlord’s rights as to anysubsequent Transfers. Any subsequent Transfer by a Permitted Transferee shallbe subject to the terms of this Section 11.

(i)**           ****Strategic Partners**.  Notwithstanding Section 11(a), Tenant maysublease part of the Premises, not to exceed twenty percent (20%) of the squarefeet in Premises in the aggregate, to one or more Strategic Partners of Tenantwithout the written consent of Landlord. As used herein, a “**StrategicPartner**” shall mean any entity with whom Tenant is undertaking ajoint venture or similar joint research and development, marketing,distribution, sales or development project at the Premises, provided thatTenant is undertaking such joint venture or similar project as a bona fidestrategic endeavor in the interest of Tenant’s primary, non-real estaterelated, business operations and not as an attempt to circumvent the subleaserestrictions set forth in this Section 11. Tenant shall give Landlord prior written notice of any anticipatedsublease to a Strategic Partner, together with documentation reasonablyevidencing the qualification of the proposed subtenant as a StrategicPartner.  Tenant shall remain liable forthe performance of all of the obligations of Tenant hereunder.  Additionally, the Strategic Partner shallcomply with all of the terms and conditions of this Lease applicable to thesubleased portion of the Premises, including the Permitted Use, and the use ofthe subleased portion of the Premises by the Strategic Partner may not violateany other agreements affecting the Premises or Landlord’s interesttherein.  Any excess compensationreceived by Tenant in connection with such sublease shall be shared by Landlordand Tenant as and to the extent set forth in Section 11(g) above.  No later than 30 days after the effectivedate of any sublease to a Strategic Partner, Tenant agrees to furnish Landlordwith (A) copies of the sublease and (B) evidence of insurance as required underthis Lease with respect to the Strategic Partner.

12.*           **Insurance; Waivers;Subrogation; Indemnity***.

(a)**          ****Insurance**.  Landlord and Tenant shall maintain insurancepolicies in accordance with Exhibit H hereto.

(b)**          ****No Subrogation**.  Notwithstanding anything to the contrarycontained in this Lease, Landlord and Tenant each waives any claim it mighthave against the other, and their respective agents, employees and subtenants,for any damage to or theft, destruction, loss, or loss of use of any property,to the extent the same is insured against under any insurance policy of thetypes described in this Section 12 that covers the Premises, Landlord’s orTenant’s fixtures, personal property, or leasehold improvements, or is requiredto be insured against under the terms hereof, regardless of whether thenegligence of the other party caused such Loss. Each party shall cause its insurance carrier to endorse all applicableproperty insurance policies waiving the carrier’s rights of recovery undersubrogation or otherwise against the other party.

(c)**          ****Indemnity**.  Tenant shall defend with competent counselsatisfactory to Landlord any claims made or legal actions filed or threatenedagainst Landlord (i) with respect to the violation of any Law or any provisionsof this Lease by Tenant or any Tenant Party, (ii) with respect to the death,bodily injury, personal injury, or property damage occurring within thePremises or resulting from Tenant’s use or occupancy of the Premises, or 

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(iii) resulting fromTenant’s activities in or about the Premises, and Tenant shall indemnify andhold Landlord, Landlord’s partners, principals, members, employees, agents andcontractors harmless from any loss liability, penalties, or expense whatsoever(including any loss attributable to vacant space which otherwise would havebeen leased, but for such activities) resulting therefrom, except to the extent(A) caused by negligence or willful misconduct of Landlord, its employees,agents, contractors or invitees and (B) not covered by the insurance thatTenant is required to carry under this Lease. Subject to the foregoing sentence, Landlord shall defend, indemnify andhold harmless Tenant, its representatives, employees and agents from andagainst all claims, demands, liabilities, causes of action, suits, judgments,damages and expenses (including reasonable attorneys’ fees) arising from thegross negligence or willful misconduct of Landlord or its employees, except tothe extent caused by the negligence or willful misconduct of Tenant or a TenantParty.  The indemnities set forth in thisLease shall survive termination or expiration of this Lease and shall notterminate or be waived, diminished or affected in any manner by any abatementor apportionment of Rent under any provision of this Lease.  If any proceeding is filed for whichindemnity is required hereunder, the indemnifying party agrees, upon requesttherefor, to defend the indemnified party in such proceeding at its sole costutilizing counsel satisfactory to the indemnified party.

13.*          ***Subordination; Attornment;Notice to Landlord’s Mortgagee**.

(a)**          ****Subordination**.  This Lease shall be subordinate to any deedof trust, mortgage, or other security instrument (each, a “**Mortgage**”), or any ground lease, masterlease, or primary lease (each, a “**PrimaryLease**”), that hereafter covers all or any part of the Premises(the mortgagee under any such Mortgage, beneficiary under any such deed oftrust, or the lessor under any such Primary Lease is referred to herein as a “**Landlord’s Mortgagee**”); provided,however, that such subordination shall only be effective if the Landlord’sMortgagee provides a commercially reasonable non-disturbance agreementproviding that, so long as this Lease is in full force and effect and thereexists no Event of Default hereunder, Tenant’s right to possession of thePremises shall not be disturbed by reason of foreclosure, exercise of thestatutory power of sale, or receipt of a deed in lieu of foreclosure in thecase of any such Mortgage.  Any Landlord’sMortgagee may elect, at any time, unilaterally, to make this Lease superior toits Mortgage, Primary Lease, or other interest in the Premises by so notifyingTenant in writing.  The provisions ofthis Section shall be self-operative and no further instrument of subordinationshall be required; however, in confirmation of such subordination and non-disturbance,Tenant shall execute and return to Landlord (or such other party designated byLandlord) within ten business days after written request therefor suchdocumentation, in recordable form if required, as a Landlord’s Mortgagee mayreasonably request to evidence the subordination of this Lease to such Landlord’sMortgagee’s Mortgage or Primary Lease (including a subordination,non-disturbance and attornment agreement).

(b)**          ****Attornment**.  Tenant shall attorn to any party succeedingto Landlord’s interest in the Premises, whether by purchase, foreclosure, deedin lieu of foreclosure, power of sale, termination of lease, or otherwise, uponsuch party’s request, and shall execute such agreements confirming suchattornment as such party may reasonably request; provided that such partyrecognizes Tenant’s rights under this Lease, except that such party shallnot:  (a) be liable for any act oromission of the original landlord under this Lease, provided, however, thatsuch party shall be obligated to cure all defaults or breaches of the Landlordthat are of a continuing nature (e.g., repair and maintenance obligations); (b)be subject to any offsets or defenses which Tenant might have against theLandlord under this Lease (prior to such party becoming landlord under thisLease), except for those offset rights which (1) are expressly provided in thisLease, (2) relate to periods of time following the acquisition of the Premisesby Landlord’s Mortgagee, and (3) Tenant has provided written notice to Landlord’sMortgagee and provided Landlord’s Mortgagee a reasonable opportunity to curethe event giving rise to such offset event; (c) be bound by any Rent orAdditional Rent that is not actually received by such party which Tenant mighthave paid to the original landlord under this Lease for more than the currentmonth or more than one (1) month prior to the due date for the then currentinstallment; (d) be liable for any deposits made or prepaid Rent paid by Tenanthereunder unless such deposits or payments have been transferred to such party;or (e) be bound by any amendment or modification of this Lease made without anyrequired lessor’s or lender’s consent.

(c)**          ****Notice to Landlord’s Mortgagee**.  Tenant shall not seek to enforce any remedyit may have for any default on the part of Landlord without first givingwritten notice by certified mail, return receipt requested, specifying thedefault in reasonable detail, to any Landlord’s Mortgagee whose address hasbeen given to Tenant, and affording such Landlord’s Mortgagee a reasonableopportunity to perform Landlord’s obligations hereunder.

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(d)**          ****Landlord’s Mortgagee’s Protection Provisions**.  If Landlord’s Mortgagee shall succeed to theinterest of Landlord under this Lease, Landlord’s Mortgagee shall not be: (1)liable for any act or omission of any prior lessor (including Landlord),provided, however, that such party shall be obligated to cure all defaults orbreaches of this Lease of any prior lessor that are of a continuing nature(e.g., repair and maintenance obligations); (2) bound by any rent or additionalrent or advance rent which Tenant might have paid for more than the currentmonth to any prior lessor (including Landlord) that is not actually received byLandlord’s Mortgagee, and all such rent shall remain due and owing,notwithstanding such advance payment; (3) bound by any security or advancerental deposit made by Tenant which is not delivered or paid over to Landlord’sMortgagee and with respect to which Tenant shall look solely to Landlord forrefund or reimbursement; (4) bound by any amendment or modification of thisLease that has the effect of (i) reducing the Rent owed by Tenant, (ii)shortening or lengthening the Term, (iii) adding to or increasing Tenant’srights under this Lease, or (iv) materially increasing Landlord’s obligationsunder this Lease, in each case made without Landlord’s Mortgagee’s consent andwritten approval, except for those terminations, amendments and modificationspermitted to be made by Landlord without Landlord’s Mortgagee’s consentpursuant to the terms of the loan documents between Landlord and Landlord’sMortgagee; (5) subject to the defenses which Tenant might have against anyprior lessor (including Landlord); and (6) subject to the offsets which Tenantmight have against any prior lessor (including Landlord) except for thoseoffset rights which (A) are expressly provided in this Lease, (B) relate toperiods of time following the acquisition of the Premises by Landlord’sMortgagee, and (C) Tenant has provided written notice to Landlord’s Mortgageeand provided Landlord’s Mortgagee a reasonable opportunity to cure the eventgiving rise to such offset event. Landlord’s Mortgagee shall have no liability or responsibility under orpursuant to the terms of this Lease or otherwise after it ceases to own aninterest in the Premises, except for any liability or obligations hereunderthat accrue during Landlord’s Mortgagee’s ownership of the Premises.  Nothing in this Lease shall be construed torequire Landlord’s Mortgagee to see to the application of the proceeds of any loan,and Tenant’s agreements set forth herein shall not be impaired on account ofany modification of the documents evidencing and securing any loan.

14.*          ***Rules and Regulations**.  Tenant shall comply with the rules andregulations of the Premises which are attached hereto as Exhibit C.  Landlord may, from time to time, reasonablychange such rules and regulations for the safety, care, or cleanliness of thePremises and related facilities, provided that such changes will notunreasonably interfere with Tenant’s use of the Premises, increase the Rent, ormaterially increase Tenant’s other obligations under this Lease, and areenforced by Landlord in a non-discriminatory manner.  Tenant shall be responsible for thecompliance with such rules and regulations by each Tenant Party.

15.*          ***Condemnation**.

(a)**          ****Total Taking**.  If the entire Building or Premises are takenby right of eminent domain or conveyed in lieu thereof (a “**Taking**”), this Lease shall terminate asof the date of the Taking.

(b)**          ****Partial Taking — Tenant’s Rights**.  If any part of the Premises becomes subjectto a Taking and such Taking will prevent Tenant from conducting on a permanentbasis its business in the Premises in a manner reasonably comparable to thatconducted immediately before such Taking, then Tenant may terminate this Leaseas of the date of such Taking by giving written notice to Landlord within 30days after the Taking, and Basic Rent and Additional Rent shall be apportionedas of the date of such Taking.  If Tenantdoes not terminate this Lease, then Rent shall be abated on a reasonable basisas to that portion of the Premises rendered untenantable by the Taking.

(c)**          ****Partial Taking — Landlord’s Rights**.  If any material portion, but less than all,of the Premises becomes subject to a Taking, or if Landlord is required to payany of the proceeds arising from a Taking to a Landlord’s Mortgagee, thenLandlord may terminate this Lease by delivering written notice thereof toTenant within 30 days after such Taking, and Basic Rent and Additional Rentshall be apportioned as of the date of such Taking.  If Landlord does not so terminate this Lease,then this Lease will continue, but if any portion of the Premises has beentaken, Rent shall abate as provided in the last sentence of Section 15(b).

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(d)**          ****Temporary Taking**.  If all or any portion of the Premises becomessubject to a Taking for a period of time of one (1) year or less, this Leaseshall remain in full force and effect and Tenant shall continue to perform allof the terms, conditions and covenants of this Lease, including the payment ofBasic Rent and all other amounts required hereunder.  If any such temporary Taking terminates priorto the expiration of the Term, Tenant shall restore the Premises as nearly aspossible to the condition prior to such temporary Taking, at Tenant’s sole costand expense.  Landlord shall be entitledto receive the entire award for any such temporary Taking, except that Tenantshall be entitled to receive the portion of such award which (1) compensatesTenant for its loss of use of the Premises within the Term and (2) reimbursesTenant for the reasonable out-of-pocket costs actually incurred by Tenant torestore the Premises as required by this Section 15(d).

(e)**          ****Award**.  If any Taking occurs, then Landlord shallreceive the entire award or other compensation for the Premises, the Building,and other improvements taken; provided, however, that Tenant shall be entitledto pursue a claim (to the extent it will not reduce Landlord’s award) againstthe condemnor for the value of Tenant’s personal property, alterations andfixtures which Tenant is entitled to remove under this Lease, moving andrelocation costs, loss of business (including, without limitation, loss orgoodwill), and other claims it may have (including claims for rent attributableto any portion of the Premises subject to a partial Taking without terminationof the Lease).  The rights of Landlordand Tenant regarding any Taking shall be determined as provided in this Section,and each party hereby waives the provisions of Section 1265.130 of theCalifornia Code of Civil Procedure, and the provisions of any similar lawhereinafter enacted, allowing either party to petition the Supreme Court toterminate this Lease and/or otherwise allocate condemnation awards betweenLandlord and Tenant in the event of a Taking.

(f)**           ****Repair**.  If this Lease is not terminated under thisSection 15, Landlord shall, at its sole cost and expense and not as part ofOperating Costs, proceed with reasonable diligence as and to the extent reasonablynecessary to restore the remaining portion(s) of the Premises substantially totheir former condition, as and to the extent feasible to constitute a completeand tenantable Premises; provided, however, that in no event shall Landlord berequired to spend more than the condemnation proceeds received by Landlord forsuch repair.

16.           **Fire or Other Casualty**.

(a)**          ****Repair Estimate**.  If the Premises or the Building are damagedby fire or other casualty (a “**Casualty**”),Landlord shall, within 75 days after such Casualty, deliver to Tenant a goodfaith, reasonable estimate (the “**DamageNotice**”) of the time needed to repair the damage caused by suchCasualty, together with reasonable supporting documentation (includingconfirmation of such estimate from a duly qualified and licensed generalcontractor), and shall include in such notice an estimate of the date uponwhich Landlord reasonably expects to have completed the restoration (the “**Anticipated Restoration Date**”).

(b)**          ****Tenant’s Rights**.  If a material portion of the Premises or theBuilding is damaged by Casualty such that Tenant is prevented from conductingits business in the Premises in a manner reasonably comparable to thatconducted immediately before such Casualty and Landlord estimates that thedamage caused thereby cannot be repaired within 240 days after the commencementof repairs (the “**Repair Period**”),then Tenant may terminate this Lease by delivering written notice to Landlordof its election to terminate within 30 days after the Damage Notice has beendelivered to Tenant; provided, however, that if such damage occurs withintwelve (12) months of the last day of the Term and the time estimated tosubstantially complete the repair exceeds fifty percent (50%) of the time thenremaining in the Term (expressly excluding any extensions not then exercised),then Tenant may terminate this Lease by delivering written notice to Landlordof its election to terminate within 30 days after the Damage Notice has beendelivered to Tenant .

(c)**          ****Landlord’s Rights**.  If a Casualty damages a material portion ofthe Building and (1) Landlord estimates that the damage to the Building cannotbe repaired within the Repair Period, (2) the damage to the Building exceeds50% of the replacement cost thereof (excluding foundations and footings), asreasonably estimated by Landlord (and confirmed by a duly qualified andlicensed general contractor or duly qualified appraiser), and such damageoccurs during the last two years of the Term; provided, however, that Landlordmay not terminate this Lease pursuant to this clause (2) if (i) Tenant has anyremaining option to extend the Lease Term, and (ii) within thirty (30) daysafter the date Tenant receives from Landlord written notification terminatingthis Lease 

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pursuant to the provisionsof this clause (2), Tenant delivers to Landlord written notice exercising suchextension option (“**Tenant’s TerminationOverride**”) at 100% of Fair Market Rent to be determined within15 days after the later of receipt of Tenant’s Termination Override or the datethat is twelve (12) months prior to the expiration of the 120th month of the initial Term or the expiration ofthe First Extension Period, as applicable (and for purposes of this Section16(c), it is understood that Tenant may exercise such extension option earlierthan the times set forth in Exhibit I), (3) adequate insurance proceeds(excluding the amount of any insurance deductibles then carried by Landlord)are not for any reason (other than Landlord’s failure to carry the insurancepolicies it is required to carry under this Lease), including a decision madeby any Landlord’s Mortgagee, available to Landlord from Landlord’s insurancepolicies to cover the cost of the required repairs, and Tenant does not agreeto fund such excess deficiency within fifteen (15) days after its receipt of awritten termination notice from Landlord, or (4) the damage to the Buildingexceeds 66% of the replacement cost thereof (excluding foundations andfootings) and Landlord makes a good faith determination that restoring theBuilding would be uneconomical and such damage occurs during the last fiveyears of the Term, then Landlord may terminate this Lease by giving writtennotice of its election to terminate within 30 days after the Damage Notice hasbeen delivered to Tenant.

(d)**          ****Repair Obligation**.  If neither party elects to exercise any rightit may have to terminate this Lease, or neither party is entitled to terminatethis Lease, following a Casualty, then Landlord shall, as soon as reasonablypracticable after such Casualty, begin to repair the Premises and shall proceedwith reasonable diligence to restore the Premises to substantially the samecondition as they existed immediately before such Casualty; however, Landlordshall not be required to repair or replace any alterations or improvements madeby Tenant within the Premises (which shall be promptly and with due diligencerepaired and restored by Tenant at Tenant’s sole cost and expense to the extentof the insurance proceeds actually received by Tenant for the Casualty inquestion, or the extent of the insurance proceeds Tenant would have receivedbut for Landlord’s failure to carry the insurance policies it is required tocarry under this Lease) or any furniture, equipment, trade fixtures or personalproperty of Tenant or others in the Premises or the Building. Except for theamount of any excess deficiency Tenant agrees to fund pursuant to Section16(c)(3) above, Landlord’s repair and restoration obligations under thisSection 16(d) shall be performed at Landlord’s sole cost and shall not be partof Operating Expenses, provided that Landlord’s obligation to repair or restorethe Premises shall be limited to the extent of the insurance proceeds actuallyreceived by Landlord for the Casualty in question (or the extent of theinsurance proceeds Landlord would have actually received but for Landlord’sfailure to carry the insurance policies it is required to carry under thisLease), plus the amount of any excess deficiency Tenant agrees to fund.  If this Lease is terminated under theprovisions of this Section 16, Landlord shall be entitled to the full proceedsof the insurance policies providing coverage for all alterations andimprovements in the Premises (and, if Tenant has failed to maintain insuranceon such items as required by this Lease, Tenant shall pay Landlord an amountequal to the proceeds Landlord would have received had Tenant maintainedinsurance on such items as required by this Lease).  If Landlord shall have failed to complete therestoration by a date that is thirty (30) days following the AnticipatedRestoration Date, and such failure was not caused in whole or in part by anyTenant Party or events beyond Landlord’s reasonable control, then Tenant mayterminate this Lease by delivering written notice to Landlord of its intentionto terminate within sixty (60) days after the Anticipated Restoration Date;provided, however, that such termination shall be automatically rescinded, andthis Lease shall continue in full force and effect, if Landlord substantiallycompletes the restoration within sixty (60) days after receipt of Tenant’snotice of intention to terminate.

(e)**          ****Abatement of Rent**.  If the Premises are damaged by Casualty, Rentfor the portion of the Premises rendered untenantable by the damage shall beabated on a reasonable basis from the date of damage until the completion ofLandlord’s repairs (or until the date of termination of this Lease by Landlordor Tenant as provided above, as the case may be), except that Tenant shallcontinue to pay Rent without abatement if such damage results from the grossnegligence or willful misconduct of Tenant or a Tenant Party.

(f)**           ****Exclusive Remedy**.  This Section 16 shall provide Tenant’s soleand exclusive remedy in the event of damage or destruction to the Premises orthe Building, and Tenant, as a material inducement to Landlord entering intothis Lease, irrevocably waives and releases Tenant’s rights under CaliforniaCivil Code Sections 1932(2), 1933(4), 1941 and 1942.  No damages, compensation or claim shall bepayable by Landlord for any inconvenience, any interruption or cessation ofTenant’s business, or any annoyance, arising from any damage to or destructionof all or any portion of the Premises or the Building, except for the abatementof rent provided in Section 16(e) above.

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17.           **Personal Property Taxes**.  Tenant shall be liable for all taxes leviedor assessed against personal property, furniture, or fixtures placed by Tenantin the Premises.  If any taxes for whichTenant is liable are levied or assessed against Landlord or Landlord’s propertyand Landlord elects to pay the same, or if the assessed value of Landlord’sproperty is increased by inclusion of such personal property, furniture orfixtures and Landlord elects to pay the taxes based on such increase, thenTenant shall pay to Landlord, within 30 days following written requesttherefor, the part of such taxes for which Tenant is primarily liablehereunder; however, Landlord shall not pay such amount if Tenant notifiesLandlord that it will contest the validity or amount of such taxes beforeLandlord makes such payment, and thereafter diligently proceeds with suchcontest in accordance with Law and if the non-payment thereof does not pose athreat of loss or seizure of the Premises or interest of Landlord therein orimpose any fee or penalty against Landlord (unless Tenant agrees to pay forsuch fee or penalty).

18.           **Events of Default**.  Each of the following occurrences shall be an“**Event of Default**”:

(a)**          ****Payment Default**.  Tenant’s failure to pay Rent within three (3)business days after Landlord has delivered written notice to Tenant that thesame is due; however, an Event of Default shall occur hereunder without anyobligation of Landlord to give any notice if Tenant fails to pay Rent when dueand, during the 12 month interval preceding such failure, Landlord has givenTenant written notice of failure to pay Rent on one or more occasions;

(b)**          ****Abandonment**.  Tenant abandons the Premises while it is indefault in the payment of Rent;

(c)**          ****Estoppel**.  Tenant fails to provide any estoppelcertificate after Landlord’s written request therefor pursuant to Section 26(d)and such failure shall continue for five business days after Landlord’s secondwritten notice thereof to Tenant;

(d)**          ****Insurance**.  Tenant fails to procure, maintain and deliverto Landlord evidence of the insurance policies and coverages as required under ExhibitH and such failure shall continue for three (3) business days afterLandlord has delivered written notice thereof to Tenant; however, an Event ofDefault shall occur hereunder without any obligation of Landlord to give anynotice if Tenant fails to procure, maintain and deliver to Landlord evidence ofsuch insurance policies and coverages and, during the 12 month intervalpreceding such failure, Landlord has given Tenant written notice of failure todo so on one or more occasions;

(e)**          ****Mechanic’s Liens**.  Tenant fails to pay and release of record, ordiligently contest and bond around, any mechanic’s lien filed against thePremises for any work performed, materials furnished, or obligation incurred byor at the request of Tenant, within the time and in the manner required bySection 8(d) and such failure shall continue for ten (10) days after Landlordhas delivered written notice thereof to Tenant;

(f)**           ****Other Defaults**.  Tenant’s failure to perform, comply with, orobserve any other agreement or obligation of Tenant under this Lease and thecontinuance of such failure for a period of more than 30 days after Landlordhas delivered to Tenant written notice thereof; provided, however, that if thenature of Tenant’s failure to perform reasonably requires more than 30 days tocure, then Tenant shall not be deemed in default if Tenant commences to curesuch failure within such 30-day period, and thereafter diligently prosecutessuch cure to completion; and

(g)**          ****Insolvency**.  The filing of a petition by or against Tenant(the term “Tenant” shall include, for the purpose of this Section 18(g), anyguarantor of Tenant’s obligations hereunder) (1) in any bankruptcy or otherinsolvency proceeding; (2) seeking any relief under any state or federal debtorrelief law; (3) for the appointment of a liquidator or receiver for all orsubstantially all of Tenant’s property or for Tenant’s interest in this Lease;(4) for the reorganization or modification of Tenant’s capital structure; or(5) in any assignment for the benefit of creditors proceeding; however, if sucha petition is filed against Tenant, then such filing shall not be an Event ofDefault unless Tenant fails to have the proceedings initiated by such petitiondismissed within 90 days after the filing thereof.

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19.           **Remedies**.  Upon any Event of Default, Landlord may, inaddition to all other rights and remedies afforded Landlord hereunder or by lawor equity, take any one or more of the following actions:

(a)**          ****Continuance of Lease in Effect**.  Landlord may, at Landlord’s election, keepthis Lease in effect and enforce, by an action at law or in equity, all of itsrights and remedies under this Lease including, without limitation, (i) theright to recover the rent and other sums as they become due by appropriatelegal action, (ii) the right to make payments required by Tenant, or performTenant’s obligations and be reimbursed by Tenant for the cost thereof with interestat the Default Rate from the date the sum is paid by Landlord until Landlord isreimbursed by Tenant, and (iii) the remedies of injunctive relief and specificperformance to prevent Tenant from violating the terms of this Lease and/or tocompel Tenant to perform its obligations under this Lease, as the case may be.

(b)**          ****Termination of Lease**.  Landlord may, at Landlord’s election,terminate this Lease by giving Tenant written notice of termination, in whichevent this Lease shall terminate on the date set forth for termination in suchnotice. Any termination under this subparagraph shall not relieve Tenant fromits obligation to pay to Landlord all Basic Rent and Additional Rent then orthereafter due, or any other sums due or thereafter accruing to Landlord, orfrom any claim against Tenant for damages previously accrued or then orthereafter accruing. In no event shall any one or more of the following actionsby Landlord, in the absence of a written election by Landlord to terminate thisLease constitute a termination of this Lease:

### (1)           Appointment of a receiver or keeperin order to protect Landlord’s interest hereunder;

### (2)           Consent to any subletting of thePremises or assignment of this Lease by Tenant, whether pursuant to theprovisions hereof or otherwise; or

### (3)           Any action taken by Landlord or itspartners, principals, members, officers, agents, employees, or servants, whichis intended to mitigate the adverse effects of any breach of this Lease byTenant, including, without limitation, any action taken to maintain andpreserve the Premises or any action taken to relet the Premises or any portionthereof for the account at Tenant.

(c)**          ****Election to Terminate or Continue**.  In the event Tenant breaches this Lease andabandons the Premises, Landlord may terminate this Lease, but this Lease shallnot terminate unless Landlord gives Tenant written notice of termination. IfLandlord does not terminate this Lease by giving written notice of termination,Landlord may enforce all its rights and remedies under this Lease, includingthe rights and remedies provided by California Civil Code Section 1951.4 (“lessormay continue lease in effect after lessee’s breach and abandonment and recoverrent as it becomes due, if lessee has right to sublet or assign, subject onlyto reasonable limitations”).

(d)**          ****Rights and Remedies Upon Termination**.  In the event Landlord terminates this Lease,Landlord shall be entitled, at Landlord’s election, to the rights and remediesprovided in California Civil Code Section 1951.2. For purposes of computingdamages pursuant to Section 1951.2, an interest rate equal to the maximum rateof interest then not prohibited by law shall be used where permitted. Suchdamages shall include, without limitation:

### (1)           The worth at the time of award of theamount by which the unpaid rent for the balance of the term after the time ofaward exceeds the amount of such rental loss that Tenant proves could bereasonably avoided, computed by discounting such amount at the discount rate ofthe Federal Reserve Bank of San Francisco, at the time of award plus onepercent; and

### (2)           Any other reasonable amount necessaryto compensate Landlord for all detriment proximately caused by Tenant’s failureto perform Tenant’s obligations under this Lease, or which in the ordinarycourse of things would be likely to result therefrom, including withoutlimitation, the following: (i) expenses for cleaning, repairing or restoringthe Premises, (ii) expenses for altering, remodeling or otherwise improving thePremises for the purpose of reletting, including removal of existing 

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### leaseholdimprovements and/or installation of additional leasehold improvements(regardless of how the same is funded, including reduction of rent, a directpayment or allowance to a new tenant, or otherwise), (iii) broker’s feesallocable to the remainder of the Term, advertising costs and other expenses ofreletting the Premises; (iv) costs of carrying and maintaining the Premises,such as taxes, insurance premiums, utility charges and security precautions,(v) expenses incurred in removing, disposing of and/or storing any of Tenant’spersonal property, inventory or trade fixtures remaining therein; (vi)reasonable attorney’s fees, expert witness fees, court costs and otherreasonable expenses incurred by Landlord (but not limited to taxable costs) inretaking possession of the Premises, establishing damages hereunder, andreleasing the Premises; and (vii) any other expenses, costs or damagesotherwise incurred or suffered as a result of Tenant’s default.

(e)**          ****Landlord’s Default and Tenant’s Remedies**.  Landlord shall not be in default of any ofits obligations under this Lease unless Landlord fails to perform any covenant,condition, or agreement contained in this Lease and fails to cure thenonperformance within a reasonable time, but not later than thirty (30) daysafter receiving written notice of the failure from Tenant; provided, however,that if the nature of Landlord’s failure to perform reasonably requires morethan thirty (30) days to cure, then Landlord shall not be in default ifLandlord commences to cure such failure within such thirty (30) day period, andthereafter diligently prosecutes such cure to completion.  If Landlord is in default pursuant to thisSection 19(e) and (i) such default materially and adversely impairs Tenant’sability to use the Premises or any material portion thereof for the operationof its business pursuant to the terms of this Lease or (ii) poses a materialand imminent risk to the health or safety of persons, then, and only then, asTenant’s sole remedy at law and/or in equity, Tenant may perform suchobligations subject to the following terms and conditions:

### (1)           Tenant shall deliver to Landlord awritten notice (“**Self-Help Notice**”)of Tenant’s intention to perform such obligations, which Self-Help Notice shallindicate in all capital bold-faced letters Tenant’s intention to exercise itsself-help rights and to perform such obligations which are otherwise Landlord’sresponsibility hereunder.  If Landlordfails to commence to cure its failure to perform within ten (10) business daysafter receipt of the Self-Help Notice, Tenant may take whatever action isreasonably necessary to perform such obligations;

### (2)           All work performed by Tenant or itsagents in accordance with this Section 19(e) must be performed at a reasonableand competitive cost and rate and so as to minimize interference with therights of other occupants of the Building (if applicable); and

### (3)           Landlord shall reimburse Tenant forthe reasonable costs of such performance incurred in accordance with the termsof this Section 19(e) within thirty (30) days after Tenant’s submission toLandlord of receipted invoices therefor (accompanied by reasonable supportingdocumentation), but only to the extent the costs would have been paid byLandlord without reimbursement under this Lease (it being understood that costswhich would have been reimbursed to Landlord by Tenant as an Operating Costshall not be repaid to Tenant under this Section 19(e)).  If Landlord fails to reimburse Tenant withinsuch thirty (30) day period, the Landlord shall also pay interest at theDefault Rate on any undisputed portion of such amount; provided, however, thatTenant shall have no set off, abatement, withholding or similar rights withrespect thereto.

20.           **Non-Waiver; Cumulative Remedies**.

(a)**          ****No Waiver**.  Landlord’s acceptance of Rent following anEvent of Default shall not waive Landlord’s rights regarding such Event ofDefault (it being understood, however, that if the Event of Default is for thenon-payment of Rent and Tenant thereafter pays, and Landlord accepts, all Rentnecessary to cure that Event of Default and all other Rent then due, Landlordshall have no further rights regarding that particular Event of Default).  No waiver by Landlord or Tenant of anyviolation or breach of any of the terms contained herein shall waive eitherparty’s rights regarding any future violation of such term by the otherparty.  Landlord’s acceptance of anypartial payment of Rent shall not waive Landlord’s rights with regard to theremaining portion of the Rent that is due, regardless of any endorsement orother statement on any instrument delivered in payment of Rent or any 

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writing delivered inconnection therewith; accordingly, Landlord’s acceptance of a partial paymentof Rent shall not constitute an accord and satisfaction of the full amount ofthe Rent that is due.

(b)**          ****Cumulative Remedies**.  Any and all remedies set forth in thisLease:  (1) shall be in addition to anyand all other remedies Landlord may have at law or in equity, (2) shall becumulative, and (3) may be pursued successively or concurrently as Landlord mayelect.  The exercise of any remedy byLandlord shall not be deemed an election of remedies or preclude Landlord fromexercising any other remedies in the future. Additionally, Tenant shall defend, indemnify and hold harmless Landlord,Landlord’s Mortgagee and their respective representatives and agents from andagainst all claims, demands, liabilities, causes of action, suits, judgments,damages and expenses (including reasonable attorneys’ fees) arising from Tenant’sfailure to perform its obligations under this Lease.

21.           **Intentionally Omitted**.

22.           **Surrender of Premises**.  No act by Landlord shall be deemed anacceptance of a surrender of the Premises, and no agreement to accept asurrender of the Premises shall be valid unless it is in writing and signed byLandlord.  At the expiration ortermination of this Lease, Tenant shall deliver to Landlord all keys to thePremises, together with manuals and warranties running to Landlord’s benefitfor improvements, alterations or other items installed by Tenant, and shalldeliver to Landlord the Premises with all improvements located therein in goodrepair and condition, free of Hazardous Materials placed on the Premises duringthe Term (other than by Landlord, its employees, contracts or agents) andbroom-clean, condemnation and Casualty damage (as to which Sections 15 and 16shall control) and reasonable wear and tear excepted.  As used herein, “**reasonable wear and tear**” shall notinclude any damage or deterioration that would have been prevented by Tenant’semployment of ordinary prudence, care and diligence in the occupancy and use ofthe Premises and the performance of all of its obligations under this Lease;without limiting the generality of the foregoing, reasonable wear and tearshall not include (i) excessively soiled, stained, worn or marked surfaces,floors or finishes, (ii) damage, including holes in building surfaces (e.g.,cabinets, doors, walls, ceilings and floors) caused by the installation orremoval of Tenant’s trade fixtures, furnishings, decorations, equipment,alterations, utility installations, security systems, communications systems(including cabling, wiring and conduits), displays and signs, (iii) damage toany component, fixture, hardware, system or component part thereof within thePremises, or (iv) the condition of any portion of the Premises that would notbe reasonably acceptable for immediate use by a subsequent tenant forcomparable purposes.  Tenant shall removeall trade fixtures (and appurtenances thereto), furniture, and personalproperty placed in the Premises or elsewhere in the Building by Tenant (butTenant may not remove any such item which was paid for, in whole or in part, byLandlord or any wiring or cabling unless Landlord requires such removal).  In addition, at Landlord’s option, butsubject to the provisions of Section 8(a) above, Tenant shall remove thefollowing to the extent required by Landlord: (1) alterations, additions and improvements made to the Premises byTenant; (2) trade fixtures (and appurtenances thereto), furniture, and personalproperty placed in the Premises by Tenant and paid for by Landlord; and (3) allwiring, conduits and cabling placed in the Premises by Tenant and/or anycommunications or data cabling and conduit used by Tenant (collectively, “**Cabling**”) in accordance with applicableLaws (provided, that, at Landlord’s sole option, Tenant shall instead leave allCabling in good operating condition and repair, properly terminated andidentified for future use in accordance with applicable laws).  Tenant shall repair all damage caused by suchremoval.  Landlord agrees that if Tenantrequests in writing not later than one hundred twenty (120) days and notearlier than earlier than three hundred sixty (360) days before the expirationof the Term as to whether or not Landlord will require removal of theapplicable alterations, additions, improvements, trade fixtures, personalproperty, equipment, furniture and/or Cabling as provided in the precedingsentences, Landlord shall notify Tenant in writing of such determination nolater than ninety (90) days following receipt of Tenant’s written request forsame.  All items not so removed shall, atLandlord’s option, be deemed to have been abandoned by Tenant and may beappropriated, sold, stored, destroyed, or otherwise disposed of by Landlordwithout notice to Tenant and without any obligation to account for suchitems.  The provisions of this Section 22shall survive the end of the Term.

23.           **Holding Over**.  If Tenant fails to vacate the Premises at theend of the Term, then Tenant shall be a tenant at sufferance and, in additionto all other damages and remedies to which Landlord may be entitled for suchholding over, Tenant shall pay, in addition to the other Rent, Basic Rent equalto the following:  (a) for the first two(2) holdover months, 125% of the Rent payable during the last month of theTerm; and (b) thereafter, the greater of (i) 150% of the Rent payable duringthe last month of the Term, or (ii) 100% of the prevailing rental rate for 

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comparable buildings inthe vicinity of the Premises.  Tenantshall otherwise continue to be subject to all of Tenant’s obligations underthis Lease.  The provisions of thisSection 23 shall not be deemed to limit or constitute a waiver of any otherrights or remedies of Landlord provided herein or at law.  If Tenant fails to surrender the Premisesupon the termination or expiration of this Lease, in addition to any otherliabilities to Landlord accruing therefrom, Tenant shall protect, defend,indemnify and hold Landlord harmless from all loss, costs (including reasonableattorneys’ fees) and liability resulting from such failure, including anyclaims made by any succeeding tenant founded upon such failure to surrender,and any lost profits to Landlord resulting therefrom.

24.           **Certain Rights Reserved by Landlord**.  Provided that the exercise of such rightsdoes not unreasonably interfere with Tenant’s occupancy or use of the Premisesor Tenant’s parking rights, Landlord shall have the following rights:

(a)**          ****Building Operations**.  To make inspections, repairs, alterations, orimprovements, whether structural or otherwise, in and about the Premises, orany part thereof in accordance with the terms of this Lease; to enter upon thePremises (after giving Tenant no less than 24 hours prior notice thereof, whichmay be oral notice, except in cases of real or apparent emergency, in whichcase no notice shall be required), and otherwise subject to Tenant’s reasonablesecurity requirements, and, during the continuance of any such work, totemporarily close doors, entryways, public space, and corridors in theBuilding; to interrupt or temporarily suspend Building services and facilities;and to change the name of the Building;

(b)**          ****Security**.  To take such reasonable measures as Landlordreasonably deems advisable for the security of the Building and its occupants;

(c)**          ****Prospective Purchasers and Lenders**.  To market the Premises for sale, includingentering the Premises at all reasonable hours, upon no less than 24 hours priornotice and otherwise subject to Tenant’s reasonable security requirements, toshow the Premises to prospective purchasers or lenders, but Landlord shall notplace any “for sale” or other marketing signs on or about the Premises exceptduring the last 9 months of the Term (or earlier if Tenant has notifiedLandlord in writing that it does not desire to renew the Term) or at any timefollowing the occurrence of an Event of Default; and

(d)**          ****Prospective Tenants**.  At any time during the last 9 months of theTerm (or earlier if Tenant has notified Landlord in writing that it does notdesire to renew the Term) or at any time following the occurrence of an Eventof Default, to market the Premises for lease, including placing signs and/orabout the Premises and entering the Premises at all reasonable hours, upon noless than 24 hours prior notice and otherwise subject to Tenant’s reasonablesecurity requirements,  to show thePremises to prospective tenants.

25.           **Intentionally Omitted**.

26.           **Miscellaneous**.

(a)**          ****Landlord Transfer**.  Landlord may transfer the Premises and itsrights under this Lease.  If Landlordassigns its rights under this Lease, then Landlord shall thereby be releasedfrom any obligations hereunder to the extent such obligations accrue after thedate of transfer (it being understood that Landlord shall remain fully liablefor all obligations under this Lease to the extent such obligations haveaccrued prior to the date of such transfer, as well as the return of Tenant’sSecurity Deposit, unless Landlord has paid such Security Deposit to theassignee), and the assignee shall be liable for Landlord’s obligationshereunder to the extent such obligations accrue from and after the transferdate.

(b)**          ****Landlord’s Liability**.  The liability of Landlord (and its partners,shareholders or members) to Tenant (or any person or entity claiming by,through or under Tenant) for any default by Landlord under the terms of thisLease or any matter relating to or arising out of the occupancy or use of thePremises shall be limited to Tenant’s actual direct, but not consequential,damages therefor and shall be recoverable only from the equity interest ofLandlord in the Premises (and any sales, assignment, insurance or condemnationproceeds received therefrom by Landlord), and Landlord (and its partners,shareholders or members) shall not be personally liable for any deficiency.

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(c)           **Brokerage**.  Neither Landlord nor Tenant has dealt withany broker or agent in connection with the negotiation or execution of thisLease, other than Don Reimann and Gregg von Thaden of Colliers International (“**Landlord’s Broker**”) and Michael R.McMillan, Rick Kaplan, John Tran and Roger Gage of Cushman and Wakefield ofCalifornia (“**Tenant’s Broker**”).  Landlord’s Broker’s commission shall be paidby Landlord pursuant to a separate written agreement.  Tenant’s Broker’s commission shall be paidfrom and out of the commission paid to Landlord’s Broker,  one-half within thirty (30) days after Leaseexecution and one-half within thirty (30) days after the Commencement Date, andshall be an amount equal to Seven Hundred Fifty-Two Thousand Six HundredTwenty-Eight and 00/100 Dollars ($752,628.00).  Except as expressly provided in this Section 26(c), Tenant and Landlordshall each indemnify the other against all costs, expenses, attorneys’ fees,liens and other liability for commissions or other compensation claimed by anybroker or agent claiming the same by, through, or under the indemnifyingparty.  In no event shall any broker,including Landlord’s Broker and Tenant’s Broker, be considered a third partybeneficiary of this Lease or any provision hereof.

(d)           **Estoppel Certificates**.  From time to time, Tenant shall furnish toany party designated by Landlord, within ten business days after Landlord hasmade a request therefor, an industry standard, commercially reasonable estoppelcertificate signed by Tenant confirming and containing such factualcertifications and representations as to this Lease as Landlord, Landlord’sMortgagee and/or a prospective purchaser or mortgagee may reasonably requestfor leases of similar size premises, including the matters listed below in thisSection 26(d).  If Tenant does notdeliver to Landlord the certificate signed by Tenant within such time periodand such failure shall continue for five business days after Landlord has senta second written request therefor to Tenant, Landlord, Landlord’s Mortgagee andany prospective purchaser or mortgagee, may conclusively presume and rely uponthe following facts: (1) this Lease is in full force and effect, (2) the termsand provisions of this Lease have not been changed except as otherwiserepresented by Landlord, (3) not more than one monthly installment of BasicRent and other charges have been paid in advance, (4) there are presently noclaims against Landlord nor any defenses or rights of offset against collectionof Rent or other charges, and (5) Landlord is not in default under thisLease.  In such event, Tenant shall beestopped from denying the truth of the presumed facts.

(e)           **Notices**.  All notices and other communications givenpursuant to this Lease shall be in writing and shall be (1) mailed by firstclass, United States Mail, postage prepaid, certified, with return receiptrequested, and addressed to the parties hereto at the address specified in theBasic Lease Information, (2) hand delivered to the intended addressee, (3) sentby a nationally recognized overnight courier service, or (4) sent by facsimiletransmission during normal business hours followed by a confirmatory lettersent in another manner permitted hereunder. All notices shall be effective upon delivery to the address of theaddressee; provided, however, that if such delivery occurs on a weekend orholiday officially recognized in the City of Milpitas, then such notice shallnot be deemed effective until the next business day.  The parties hereto may change their addressesby giving notice thereof to the other in conformity with this provision.

(f)            **Separability**.  If any clause or provision of this Lease isillegal, invalid, or unenforceable under present or future laws, then theremainder of this Lease shall not be affected thereby, and the remainder ofthis Lease shall remain in full force and effect.

(g)           **Amendments; Binding Effect**.  This Lease may not be amended except byinstrument in writing signed by Landlord and Tenant.  No provision of this Lease shall be deemed tohave been waived by Landlord or Tenant unless such waiver is in writing signedby the waiving party, and no custom or practice which may evolve between theparties in the administration of the terms hereof shall waive or diminish theright of Landlord or Tenant to insist upon the performance by the other partyin strict accordance with the terms hereof. The terms and conditions contained in this Lease shall inure to thebenefit of and be binding upon the parties hereto, and upon their respectivesuccessors in interest and legal representatives, except as otherwise hereinexpressly provided.  This Lease is forthe sole benefit of Landlord and Tenant, and, other than Landlord’s Mortgagee,no third party shall be deemed a third party beneficiary hereof.

(h)           **Quiet Enjoyment**.  Provided Tenant has performed all of itsobligations hereunder, Tenant shall peaceably and quietly hold and enjoy thePremises for the Term, without hindrance from Landlord or any party claimingby, through, or under Landlord, but not otherwise, subject to the terms andconditions of this Lease.

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(i)            **No Merger**.  There shall be no merger of the leaseholdestate hereby created with the fee estate in the Premises or any part thereofif the same person acquires or holds, directly or indirectly, this Lease or anyinterest in this Lease and the fee estate in the leasehold Premises or anyinterest in such fee estate.

(j)            **No Offer**.  The submission of this Lease to Tenant shallnot be construed as an offer, and Tenant shall not have any rights under thisLease unless Landlord executes a copy of this Lease and delivers it to Tenant.

(k)           **Entire Agreement**.  This Lease constitutes the entire agreementbetween Landlord and Tenant regarding the subject matter hereof and supersedesall oral statements and prior writings relating thereto.  Except for those set forth in this Lease, norepresentations, warranties, or agreements have been made by Landlord or Tenantto the other with respect to this Lease or the obligations of Landlord orTenant in connection therewith.  Thenormal rule of construction that any ambiguities be resolved against thedrafting party shall not apply to the interpretation of this Lease or anyexhibits or amendments hereto.

(l)            **Waiver of Jury Trial**.  **TO THE MAXIMUM EXTENT NOWOR HEREAFTER PERMITTED BY LAW, LANDLORD AND TENANT EACH WAIVE ANY RIGHT TOTRIAL BY JURY IN ANY LITIGATION OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANYDISPUTE ARISING OUT OF OR WITH RESPECT TO THIS LEASE OR ANY OTHER INSTRUMENT,DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THETRANSACTIONS RELATED HERETO**.

(m)          **Governing Law**.  This Lease shall be governed by and construedin accordance with the laws of the state in which the Premises are located.

(n)           **Recording**.  Tenant shall not record this Lease or anymemorandum of this Lease without the prior written consent of Landlord, whichconsent may be withheld or denied in the sole and absolute discretion ofLandlord, and any recordation by Tenant shall be a material breach of thisLease.  Tenant grants to Landlord a powerof attorney to execute and record a release releasing any such recordedinstrument of record that was recorded without the prior written consent ofLandlord.

(o)           **Water or Mold Notification**.  To the extent either Tenant or Landlorddiscovers or is notified of any water leakage, water damage or any mold in orabout the Premises that may be a danger to human health or safety, such partyshall promptly notify the other party thereof in writing.

(p)           **Joint and SeveralLiability**.  If Tenant iscomprised of more than one party, each such party shall be jointly andseverally liable for Tenant’s obligations under this Lease.  All unperformed obligations of Tenanthereunder not fully performed at the end of the Term shall survive the end ofthe Term, including payment obligations with respect to Rent and allobligations concerning the condition and repair of the Premises, and allunperformed monetary obligations of Landlord hereunder not fully performed atthe end of the Term shall survive the end of the Term.

(q)           **Financial Reports**.  Within 15 days after Landlord’s request,Tenant will furnish Tenant’s most recent audited financial statements(including any notes to them) to Landlord, or, if no such audited statementshave been prepared, such other financial statements (and notes to them) as mayhave been prepared by an independent certified public accountant or, failingthose, Tenant’s internally prepared financial statements.  If Tenant is a publicly traded corporation,Tenant may satisfy its obligations hereunder by providing to Landlord Tenant’smost recent annual and quarterly reports; provided, however, that, so long assuch reports are readily available to Landlord in electronic form withoutpayment of a fee, Tenant shall have no obligation to deliver copies thereof toLandlord.  Landlord will not disclose anyaspect of Tenant’s financial statements that Tenant designates to Landlord asconfidential except (1) to Landlord’s agents and advisers, (2) to Landlord’sMortgagee or prospective mortgagees or purchasers of the Building, (3) inlitigation between Landlord and Tenant, and/or (4) if required by courtorder.  Tenant shall not be required todeliver the financial statements required under this Section 26(q) more thanonce in any 12-month period unless requested by Landlord’s Mortgagee or aprospective buyer or lender of the Building or an Event of Default occurs.

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(r)            **Landlord’s Fees**.  Whenever Tenant requests Landlord to take anyaction not required of it hereunder (including any supervision or coordinationof Tenant’s work under Section 8 and/or Exhibit D) or give any consent requiredor permitted under this Lease (including any consent required under Section 8and/or Exhibit D), Tenant will reimburse Landlord for Landlord’s actual and reasonable,out-of-pocket costs payable to third parties and incurred by Landlord inreviewing the proposed action or consent, including reasonable attorneys’,engineers’ or architects’ fees, within 30 days after Landlord’s delivery toTenant of a statement of such costs along with reasonable supporting backupdocumentation.  Tenant will be obligatedto make such reimbursement without regard to whether Landlord consents to anysuch proposed action.

(s)           **Telecommunications**.  Subject to Landlord’s prior approval as andto the extent required under Section 8 above, Tenant and its telecommunicationscompanies, including local exchange telecommunications companies andalternative access vendor services companies, shall have the right of access toand within the Premises, for the installation and operation oftelecommunications systems, including voice, video, data, Internet, and anyother services provided over wire, fiber optic, microwave, wireless, and anyother transmission systems (“**TelecommunicationsServices**”), for part or all of Tenant’s telecommunicationswithin the Building and from the Building to any other location.  All providers of Telecommunications Servicesshall be required to comply with the terms and conditions of this Lease(including Section 8 above), the rules and regulations of the Building andapplicable Laws.  Tenant acknowledgesthat Landlord shall not be required to provide or arrange for anyTelecommunications Services and that Landlord shall have no liability to anyTenant Party in connection with the installation, operation or maintenance ofTelecommunications Services or any equipment or facilities relatingthereto.  Tenant, at its cost and for itsown account, shall be solely responsible for obtaining all TelecommunicationsServices.

(t)            **Confidentiality**.  Tenant acknowledges that the terms andconditions of this Lease are to remain confidential for Landlord’s benefit, andmay not be disclosed by Tenant to anyone, by any manner or means, directly orindirectly, without Landlord’s prior written consent; provided, however, thatit is understood and agreed that Tenant may disclose such terms and conditions(i) to the extent required by applicable Laws or court order, or (ii) to theemployees, lenders, investors, consultants, accountants and attorneys ofTenant, provided that such persons agree to treat such terms and conditionsconfidentially.  The consent by Landlordto any disclosures shall not be deemed to be a waiver on the part of Landlordof any prohibition against any future disclosure.  Notwithstanding the foregoing, Landlordacknowledges that Tenant is a publicly regulated entity and, as such, may berequired to disclose the terms and conditions of this Lease ingovernment-mandated public filings, but Tenant shall thereafter use reasonableefforts to minimize disclosure of the terms of this Lease by Tenant or anyTenant Party, except (a) to the extent required to comply with applicable Lawsor court order, or (b) to the employees, lenders, investors, consultants,accountants and attorneys of Tenant, provided that such persons agree to treatsuch terms and conditions confidentially.

(u)           **Authority**.  Tenant (if a corporation, partnership orother business entity) hereby represents and warrants to Landlord that Tenantis a duly formed and existing entity qualified to do business in the state inwhich the Premises are located, that Tenant has full right and authority toexecute and deliver this Lease, and that each person signing on behalf ofTenant is authorized to do so.  Tenantshall, on or before execution of this Lease, deliver to Landlord reasonablyacceptable documentation evidencing Tenant’s authorization of this Lease andexecution of this Lease by the person(s) signing on Tenant’s behalf.  Landlord hereby represents and warrants toTenant that Landlord is a duly formed and existing entity qualified to dobusiness in the state in which the Premises are located, that Landlord has fullright and authority to execute and deliver this Lease, and that each personsigning on behalf of Landlord is authorized to do so.

(v)           **Security Service**.  Tenant acknowledges and agrees that, whileLandlord may (but shall not be obligated to) patrol the Building, Landlord isnot providing any security services with respect to the Premises or Tenant’sOff-Premises Equipment and that Landlord shall not be liable to Tenant for, andTenant waives any claim against Landlord with respect to, any loss by theft orany other damage suffered or incurred by Tenant in connection with anyunauthorized entry into the Premises or any area where Tenant’s Off-PremisesEquipment is located or any other breach of security with respect to thePremises or Tenant’s Off-Premises Equipment.

(w)          **Intentionally Omitted**.

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(x)            **Prohibited Persons andTransactions**.  Tenantrepresents and warrants that neither Tenant nor any of its affiliates, nor anyof their respective partners, members, shareholders or other equity owners, andnone of their respective employees, officers, directors, representatives oragents is, nor will they become, a person or entity with whom U.S. persons orentities are restricted from doing business under regulations of the Office ofForeign Asset Control (“**OFAC**”) ofthe Department of the Treasury (including those named on OFAC’s SpeciallyDesignated and Blocked Persons List) or under any statute, executive order(including the September 24, 2001, Executive Order Blocking Property andProhibiting Transactions with Persons Who Commit, Threaten to Commit, orSupport Terrorism), or other governmental action and is not and will notTransfer this Lease to, contract with or otherwise engage in any dealings ortransactions or be otherwise associated with such persons or entities.

(y)           **List of Exhibits**.  All exhibits and attachments attached heretoare incorporated herein by this reference.

Exhibit A  —  Outlineof Premises

Exhibit B  —  LegalDescription

Exhibit C  —  Rulesand Regulations

Exhibit D  —  TenantFinish-Work

Exhibit E  —  IntentionallyOmitted

Exhibit F  —  IntentionallyOmitted

Exhibit G  —  OperatingCosts and Taxes

Exhibit H  —  Insurance

Exhibit I   —  Optionsto Extend

Exhibit J   —  PermittedHazardous Materials

(z)            **Attorneys Fees.**  If there is any legal action or proceedingbetween Landlord and Tenant arising from or based on this Lease, theunsuccessful party to such action or proceeding shall pay to the prevailingparty all costs and expenses, including reasonable attorneys’ fees anddisbursements, incurred by such prevailing party in such action or proceedingand in any appeal in connection therewith. If such prevailing party recovers a judgment in any such action,proceeding or appeal, such costs, expenses and attorneys’ fees anddisbursements shall be included in and as a part of such judgment.

27.           **EnvironmentalRequirements**.

(a)           **Prohibition againstHazardous Materials**. Except for Hazardous Materials (i) contained in products used by Tenantin reasonable quantities for ordinary cleaning and office purposes and/or (ii)listed in Exhibit J hereto and used during the conduct of the PermittedUse in no materially greater quantities than the quantities set forth in ExhibitJ, Tenant shall not permit or cause any party to transport, store, use,generate, manufacture, dispose, or release any Hazardous Materials in, on,under, about or from the Premises without Landlord’s prior writtenconsent.  Tenant, at its sole cost andexpense, shall operate its business in the Premises in strict compliance withall Environmental Requirements and all requirements of this Lease.  Tenant shall complete and certify todisclosure statements as requested by Landlord from time to time relating toTenant’s transportation, storage, use, generation, manufacture, or release ofHazardous Materials on the Premises. Each party shall promptly deliver to the other party a copy of anynotice of violation it receives relating to the Premises of any EnvironmentalRequirement.

(b)           **Environmental Requirements**.  The term “**EnvironmentalRequirements**” means all Laws regulating or relating to health,safety, or environmental conditions on, under, or about the Premises or theenvironment including the following:  theComprehensive Environmental Response, Compensation and Liability Act; theResource Conservation and Recovery Act; the Clean Air Act; the Clean Water Act;the Toxic Substances Control Act and all state and local counterparts thereto,and any common or civil law obligations including nuisance or trespass, and anyother requirements of Section 14 and Exhibit C of this Lease.  The term “**HazardousMaterials**” means and includes any substance, material, waste,pollutant, or contaminant  that is orcould be regulated under any Environmental Requirement or that may adverselyaffect human health or the environment, including any solid or hazardous waste,hazardous substance, asbestos, petroleum (including crude oil or any fractionthereof, natural gas, synthetic gas, polychlorinated biphenyls (PCBs), andradioactive material).  For 

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purposes of EnvironmentalRequirements, to the extent authorized by law, Tenant is and shall be deemed tobe the responsible party, including the “owner” and “operator” of Tenant’s “facility”and the “owner” of all Hazardous Materials brought on the Premises by a TenantParty and the wastes, by-products, or residues generated, resulting, orproduced therefrom.

(c)           **Removal of HazardousMaterials**.  Tenant, at itssole cost and expense, shall remove all Hazardous Materials stored, disposed ofor otherwise released by a Tenant Party in, on, under, about or from thePremises, in a manner and to a level satisfactory to Landlord in its commerciallyreasonable discretion, but in no event to a level and in a manner less thanthat which complies with all Environmental Requirements and does not limit anyfuture uses of the Premises or require the recording of any deed restriction ornotice regarding the Premises.  Tenantshall perform such work at any time during the period of this Lease uponwritten request by Landlord or, in the absence of a specific request byLandlord, before Tenant’s right to possession of the Premises terminates.  If Tenant fails to perform such work withinthe time period before Tenant’s right to possession terminates, Landlord may atits discretion, but subject to applicable Laws and Environmental Requirements,and without waiving any other remedy available under this Lease or at law orequity (including an action to compel Tenant to perform such work), performsuch work at Tenant’s cost.  Tenant shallpay all costs incurred by Landlord in performing such work, together withinterest thereon at the Default Rate from the time of Landlord’s payment,within ten business days after Landlord’s request therefor.  Such work performed by Landlord is on behalfof Tenant and Tenant remains the owner, generator, operator, transporter,and/or arranger of the Hazardous Materials for purposes of EnvironmentalRequirements.  Tenant agrees not to enterinto any agreement with any person, including any governmental authority,regarding the removal of Hazardous Materials that have been disposed of or otherwisereleased onto or from the Premises without the written approval of theLandlord, which approval shall not be unreasonably withheld, conditioned ordelayed.  If the removal work required ofTenant hereunder is not completed by the scheduled expiration of the Term,then, at Landlord’s option, either: (i) the Term shall be extended, and Tenantshall remain obligated to comply with all terms and conditions this Lease,until such work is completed; or (ii) Landlord and Tenant shall enter into alicense or similar agreement setting forth the terms and conditions upon whichTenant shall have access to the Premises (or the applicable portion thereof) inorder to complete such work.

(d)           **Tenant’s Indemnity**.  Tenant shall indemnify, defend, and holdLandlord harmless from and against any and all losses (including diminution invalue of the Premises and loss of rental income from the Premises), claims,demands, actions, suits, damages (including punitive damages), expenses(including remediation, removal, repair, corrective action, or cleanup expenses),and costs (including actual attorneys’ fees, consultant fees or expert fees andincluding removal or management of any asbestos brought onto the Premises ordisturbed in breach of the requirements of this Section 27, regardless ofwhether such removal or management is required by Law) which are brought orrecoverable against, or suffered or incurred by Landlord as a result of anyrelease of Hazardous Materials  or anybreach of the requirements under this Section 27 by a Tenant Party regardlessof whether Tenant had knowledge of such noncompliance.  The obligations of Tenant under this Section27 shall survive any expiration or termination of this Lease.  For clarity, and notwithstanding anything tothe contrary contained in this Lease, except to the extent caused orexacerbated by a Tenant Party, Tenant shall not be responsible for (as part ofOperating Costs or otherwise) or required to indemnify, defend or hold harmlessLandlord from or against any losses, claims, demands, actions, suits, damages,expenses, or costs, arising out of or in ay way related to any HazardousMaterials which (i) existed in, on, under or about the Premises prior to theEffective Date, (ii) were released by Landlord, its agents, employees, inviteesor contractors, or (iii) migrate onto the Premises from an off-site source.Tenant shall promptly, diligently and in good faith notify Landlord of any suchmigration of any Hazardous Materials onto the Premises from an off-site sourceof which Tenant or any of its employees becomes aware.

(e)           **Inspections and Tests**.  Landlord shall have access to, and a right toperform inspections and tests of, the Premises to determine Tenant’s compliancewith Environmental Requirements, its obligations under this Section 27, or theenvironmental condition of the Premises. Access to the Premises shall be granted to Landlord upon Landlord’sprior notice to Tenant and at such times so as to minimize, so far as may bereasonable under the circumstances, any disturbance to Tenant’soperations.  Such inspections and testsshall be conducted at Landlord’s expense, unless such inspections or testsreveal that Tenant has not complied with any Environmental Requirement, inwhich case Tenant shall reimburse Landlord for the reasonable cost of suchinspection and tests.  Landlord’s receiptof or satisfaction with any environmental assessment in no way waives anyrights that Landlord holds against

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Tenant.  Tenant shall promptly notify Landlord of anycommunication or report that Tenant makes to any governmental authorityregarding any possible violation of Environmental Requirements or release orthreat of release of any Hazardous Materials in violation of EnvironmentalRequirements in, on, under, about or from the Premises.  Tenant shall, within five days of receiptthereof, provide Landlord with a copy of any documents or correspondencereceived from any governmental agency or other party relating to a possibleviolation of Environmental Requirements or claim or liability associated withthe release or threat of release of any Hazardous Materials onto or from thePremises.  Except as indicated in thePhase I Report environmental report prepared by prepared by Flour Daniel GTIdated July 15, 1998, revised September 2, 1998, which has been provided toTenant or as otherwise disclosed to Tenant in writing on or before theEffective Date, to Landlord’s knowledge, as of the Effective Date, (i) noHazardous Materials are present in, on or under the Premises or the soil,surface water or groundwater thereof in violation of any applicableEnvironmental Requirements, (ii) no underground storage tanks are present onthe Premises, and (iii) no action, proceeding or claim is pending or threatenedregarding the Premises concerning any Hazardous Materials pursuant to anyEnvironmental Requirements.  As usedherein, “to Landlord’s knowledge” mean the actual present and consciousawareness or knowledge of Erich Stiger, Katie Padden Morris and/or CassandraPermenter, without any duty of inquiry or investigation; provided that so qualifyingLandlord’s knowledge shall in no event give rise to any personal liability onthe part of such named individuals, or any of them, or any other officer oremployee of Landlord, on account of any breach of the foregoing representation.  Said terms do not include constructiveknowledge, imputed knowledge, or knowledge Landlord or such individuals do nothave but could have obtained through further investigation or inquiry.

(f)            **Tenant’s FinancialAssurance in the Event of a Breach**.  In addition to all other rights and remediesavailable to Landlord under this Lease or otherwise, Landlord may, in the eventof a breach of the requirements of this Section 27 that is not cured within 30days following notice of such breach by Landlord, require Tenant to providereasonable financial assurance (such as insurance, escrow of funds or thirdparty guarantee) in an amount and form satisfactory to Landlord.  The requirements of this Section 27 are inaddition to and not in lieu of any other provision in this Lease.

28.           **Parking**.  Tenant shall have the exclusive right to useall parking spaces located at the Premises. Parking spaces will be available toTenant without charge during the Term. Landlord shall not be responsible for enforcing Tenant’s parking rightsagainst third parties and Tenant may designate reserved parking stalls as itrequires.

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This Lease is executed as of the Effective Date.
| **LANDLORD:** | TRINET MILPITAS ASSOCIATES, LLC, a Delaware limited  liability company |
|---------------|------------------------------------------------------------------------|
|          |                                                                   |   |
|          | By:                                                                    | TriNet Realty Investors II, Inc., a Maryland  corporation |
|          |                                                                   |   |
|          |                                                                   | By: | /s/ ERICH STIGER |   |
|          |                                                                   | Name: Erich Stiger |
|          |                                                                   | Title: Senior Vice President |
|          |                                                                   |   |
|          |                                                                   |   |
|          |                                                                   |   |
| **TENANT:**   | ADVANCED MEDICAL OPTICS, INC., a Delaware  corporation                 |
| ** **    |                                                                   |
| ** **    |                                                                   |
| ** **    | By:                                                                    | /s/ JAMES V. MAZZO |   |
| ** **    | Name: Jim Mazzo                                                        |
| ** **    | Title: Chairman, President and CEO                                     |
|               |                                                                        |  |  |  |  |

 

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