**Exhibit 10.31.1**

** **

**SUBLEASE AGREEMENT**

**BETWEEN**

**HEARTPORT, INC.,a Delaware corporation**

**Sublandlord**

**AND**

**DELTAGEN, INC.,a Delaware corporation**

**Subtenant**

**FOR PREMISES AT**

**700 Bay RoadRedwood City, California**

DatedJuly 10, 2001

**BASICSUBLEASE INFORMATION**

             The following terms constitute theBasic Sublease Information for this Sublease. Where the following capitalized terms appear in this Sublease, theyshall have the meanings set forth opposite such terms in this Basic SubleaseInformation.  All other capitalizedterms used in this Sublease without definition shall have the meanings ascribedto such terms in the Master Lease.  TheBasic Sublease Information is incorporated into and forms a part of theSublease.
| Effective Date:                  | July 10, 2001                                                                                                                                                                                                                                                                                                                                                                                                                     |
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| Master Lease                     | Amended and Restated Industrial Build-to-Suit Lease,  dated July 10, 2001, between Woodside Technology Center, LLC, a Delaware  limited liability company and successor in interest to Chestnut Bay LLC, a  California limited liability company, as landlord, and Heartport, Inc., a  Delaware corporation, as tenant.                                                                                                      |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |
| Master Landlord                  | Woodside Technology Center, LLC, a Delaware limited  liability company and successor in interest to Chestnut Bay LLC, a California  limited liability company                                                                                                                                                                                                                                                                     |
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| Sublandlord                      | Heartport, Inc., a Delaware corporation                                                                                                                                                                                                                                                                                                                                                                                           |
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| Subtenant                        | Deltagen, Inc., a Delaware corporation                                                                                                                                                                                                                                                                                                                                                                                            |
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| Building                         | The building situated on the Real Property and  commonly known as 700 Bay Road, Redwood City, California, containing  approximately 132,347 rentable square feet.                                                                                                                                                                                                                                                                 |
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| Master Premises                  | All rentable area contained within the Building, as  further described in the Master Lease.                                                                                                                                                                                                                                                                                                                                       |
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| Sublease Premises                |                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                             | Phase 1                                                                                                                                                                                                                                                                                                                                                                                                                           | A portion of the first and second floors of the  Building, as shown on Exhibit A, containing approximately 38,769 rentable  square feet. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             | Phase 2                                                                                                                                                                                                                                                                                                                                                                                                                           | A portion of the first and second floors of the  Building, as shown on Exhibit A, containing approximately 40,763  rentable square feet. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             | Phase 3                                                                                                                                                                                                                                                                                                                                                                                                                           | A portion of the first and second floors of the  Building, as shown on Exhibit A, containing approximately 24,815  rentable square feet. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             | Phase 4                                                                                                                                                                                                                                                                                                                                                                                                                           | A portion of the first and second floors of the  Building, as shown on Exhibit A, containing approximately 28,000  rentable square feet. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             | Phases 1-4 together comprise all of the rentable  square footage of the Building.  The  actual rentable square footage of each Phase shall be subject to  remeasurement in accordance with section 1(a).                                                                                                                                                                                                                     |
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| Sublandlord's Address            | Prior to the Phase 4 Commencement Date:                                                                                                                                                                                                                                                                                                                                                                                           |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Heartport, Inc. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | 700 Bay Road |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Redwood City, CA   94063 |
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|                             | From and after the Phase 4 Commencement Date:                                                                                                                                                                                                                                                                                                                                                                                     |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Heartport, Inc. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | c/o Ethicon, Inc. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | U.S. Route 22 West |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Somerville, NJ   08876 |
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| Subtenant's Address              | Prior to the Phase 1 Commencement Date                                                                                                                                                                                                                                                                                                                                                                                            |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Deltagen, Inc. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | 1003 Hamilton Avenue |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Menlo Park, CA 94025 |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
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|                             | From and after the Phase I Commencement Date                                                                                                                                                                                                                                                                                                                                                                                      |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Deltagen, Inc. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | 740 Bay Road |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Redwood City, CA   94063 |
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| Term                             | Approximately eight (8) years and nine (9) months,  commencing on the Commencement Date and ending on the Expiration Date, unless  sooner terminated in accordance with this Sublease.                                                                                                                                                                                                                                            |
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| Commencement Date                | October 15, 2001                                                                                                                                                                                                                                                                                                                                                                                                                  |
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|                             | Phase 1 Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                         | October 15, 2001 |
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|                             | Phase 2 Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                         | October 15, 2001 |
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|                             | Phase 3 Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                         | December 15, 2001 |
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|                             | Phase 4 Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                         | The first to occur of (a) the date specified in a  written notice by Sublandlord to Subtenant, which date shall be not earlier  than (i) April 15, 2002 or (ii) the date which is six (6) months from  the date of such notice, whichever is later; or (b) the third anniversary of  the Commencement Date, whether or not notice is given. |
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|                             | The Commencement Date for each Phase is subject to  adjustment as provided in section 2 below.                                                                                                                                                                                                                                                                                                                                    |
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| Expiration Date                  | July 14, 2010, unless sooner terminated in accordance  with the terms of this Sublease.                                                                                                                                                                                                                                                                                                                                           |
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| Rent Commencement Date:          |                                                                                                                                                                                                                                                                                                                                                                                                                              |
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|                             | Phase  1 Rent Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                   | Phase 1 Commencement Date. |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             | Phase  2 Rent Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                   | The earlier of (a) Subtenant's occupancy of Phase 2  for the conduct of its business or (b) one hundred twenty (120) days after  the Phase 2 Commencement Date. |
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|                             | Phase  3 Rent Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                   | The earlier of (a) Subtenant's occupancy of Phase 2  for the conduct of its business or (b) one hundred twenty (120) days after  the Phase 2 Commencement Date. |
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|                             | Phase  4 Rent Commencement Date                                                                                                                                                                                                                                                                                                                                                                                                   | Phase 4 Commencement Date. |
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| Security Deposit                 | At Sublease Execution:                                                                                                                                                                                                                                                                                                                                                                                                            |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Cash: | $ | 1,500,000.00 |   |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              | Letter of Credit: | $ | 500,000.00 |   |   |
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| Subtenant's Proportionate  Share | The ratio of the rentable square footage of each Phase  of the Sublease Premises, from and after the Commencement Date for each such  Phase, to the total rentable square footage of the Building, which the  parties agree equals 132,347 rentable square feet. rounded to the nearest ten  thousandths of a percent.  At and  after the Phase 4 Commencement Date, the Subtenant's Proportionate Share  shall be 100.0000% |
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| Subtenant's Parking  Allotment   | That number of spaces obtained by multiplying 436 (the  total number of parking spaces serving the Building), by Subtenant's  Proportionate Share in effect from time to time.                                                                                                                                                                                                                                                    |
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| Brokers                          | For Sublandlord:                                                                                                                                                                                                                                                                                                                                                                                                                  | Tory Corporate Real Estate Advisors, Inc., dba The  Staubach Company |
|                             |                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                             | For Subtenant:                                                                                                                                                                                                                                                                                                                                                                                                                    | BT Commercial/Technology Commercial |
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| Exhibits                         | Exhibit A – Sublease Premises Floor Plan                                                                                                                                                                                                                                                                                                                                                                                     |
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|                             | Exhibit B – Master Lease (redacted)                                                                                                                                                                                                                                                                                                                                                                                          |
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|                             | Exhibit C – Form of Letter of Credit                                                                                                                                                                                                                                                                                                                                                                                         |
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|                             | Exhibit D – Building Modifications                                                                                                                                                                                                                                                                                                                                                                                           |
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|                             | Exhibit E – Schedule of Terms                                                                                                                                                                                                                                                                                                                                                                                                |
|                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |  |  |  |  |  |

**SUBLEASE**

             This Sublease, dated as of theEffective Date, is made by and between Sublandlord and Subtenant with referenceto the following facts and understandings:

Recitals

             A.         Sublandlordis the tenant of the Master Premises pursuant to the Master Lease.  A copy of the Master Lease, with certaineconomic provisions not relevant to this Sublease redacted, is attached as ExhibitB to this Sublease.

             B.          Subtenantdesires to sublease the Sublease Premises from Sublandlord, and Sublandlorddesires to sublease the Sublease Premises to Subtenant, on and subject to allof the terms and conditions of this Sublease.

Agreement

             In consideration of the mutualcovenants of the parties set forth herein, and other valuable consideration,the receipt and sufficiency of which are acknowledged, Sublandlord andSubtenant, intending to be legally bound, hereby agree as follows:

             1.          Sublease;Common Area; Parking.

             (a)         Sublease Premises.  Sublandlord hereby subleases to Subtenant,and Subtenant hereby subleases from Sublandlord, the Sublease Premises, inphases as depicted on Exhibit A attached to this Sublease and describedin the Basic Sublease Information (each a "Phase"), on and subject toall of the terms, covenants and conditions set forth herein.  The parties acknowledge that Exhibit Ashows the approximate location of the Sublease Premises, demising walls,interior partition walls, and movable partitions and other details.  Exhibit A is not intended toconstitute an agreement, representation or warranty as to the exact location ofthe Sublease Premises, any Common Areas or any elements thereof.             (b)        Re-measurement of Phases.  Subtenant shall, within sixty (60) days after the execution ofthis Sublease, cause the rentable square footage of each Phase of the SubleasePremises to be re-measured in accordance with the measurement principlesarticulated in BOMA International's Standard Method for Measuring Floor Area inOffice Buildings, ANSI/BOMA Z65.1-1996 (the "BOMA Standard").  The results shall be certified toSublandlord by Subtenant's architect or engineer as conforming to the BOMAStandard, which certification shall be delivered to Sublandlord prior to theexpiration of such sixty (60) day period. The results of such re-measurement shall be subject to Sublandlord'sreasonable approval, within ten (10) days after Sublandlord's receipt of suchcertification, and shall be subject to adjustment to the extent determined bySublandlord not to be in conformance with the BOMA Standard.  Notwithstanding the foregoing, the rentablesquare footage of each Phase shall be subject to reasonable adjustment so thatthe aggregate rentable square footage of all Phases shall equal the totalrentable square footage of the Building, as specified in the Basic SubleaseInformation.  Sublandlord and Subtenantagree that the total rentable square footage of the Building as specified inthe Basic Sublease Information shall be controlling and shall not be subject toremeasurement or modification.  Unlessand until re-measured as provided above, the rentable square footage of eachPhase shall be as specified in the Basic Sublease Information, which footageshall be used to determine the Base Rent for each Phase, Subtenant'sProportionate Share, Subtenant's Parking Allotment and Subtenant's share ofutilities expenses (subject to the adjustments permitted in subsection 3(d)below).  Within ten (10) days afterSublandlord's approval of the re-measurement, as provided above, Sublandlordand Subtenant shall enter into an amendment to this Sublease, substantially inthe form of Exhibit E hereto, setting forth the actual square footage ofeach Phase, the amount of the Base Rent for each Phase during the Term (exceptfor Phase 4), Subtenant's Proportionate Share, and Subtenant's ParkingAllotment.  Subtenant's failure toexecute such amendment shall not affect Subtenant's obligations under thisSublease.  Any adjustment to the Rentpaid by Subtenant prior to Sublandlord's approval of the re-measurement and required as a result of suchre-measurement shall be made either by credit against the next Rent coming due(in the case of an overpayment) or by Subtenant paying any shortfall toSublandlord within fifteen (15) days after Sublandlord's approval of there-measurement.  Notwithstanding theforegoing, the Base Rent applicable to Phase 1 for each of the first fourmonths following the Phase 1 Rent Commencement Date shall be $67,845.75 permonth.
                           (c)         Common Area Rights.  During the Sublease Term, Subtenant shallhave a non-exclusive license, in common with Sublandlord, Master Landlord, allother subtenants or occupants of the Project, and their respective employees,agents, representatives and invitees, to use the Common Areas of the Project.

                           (d)        Parking.  During the Sublease Term, Subtenant shallhave a non-exclusive license, in common with Sublandlord, Master Landlord, allother subtenants or occupants of the Project, and their respective employees,agents, representatives and invitees, to use that number of parking spacesindicated on the Basic Sublease Information as Subtenant's Parking Allotmentcorresponding to the Phase Commencement Date then in effect.  Subtenant's Parking Allotment shall besubject to adjustment as provided in subsection 1(b) above.             2.          Term; Possession; Occupancy; EarlyAccess.
                           (a)         Term; Commencement Date.  The Term of this Sublease shall commence onthe Commencement Date and shall end on July 14, 2010, unless sooner terminatedin accordance with the terms of this Sublease. Notwithstanding the foregoing, Subtenant's obligations with respect to(i) Phase 1 shall commence on the Phase I Commencement; (ii) Phase 2 shallcommence on the Phase 2 Commencement Date; (iii) Phase 3 shall commence on thePhase 3 Commencement Date; and (iv) Phase 4 shall commence on thePhase 4 Commencement Date.  In the eventthat Subtenant takes occupancy of a Phase for the conduct of its businessoperations prior to the Commencement Date for such Phase, as specified in theBasic Sublease Information, then the Commencement Date for such Phase shall beadjusted to the date on which such occupancy of the Phase first occurred.

                           (b)        Possession.  Sublandlord shall use reasonable efforts totender possession of each Phase of the Sublease Premises to Subtenant on orbefore the Commencement Date for such Phase, vacant of all occupants and in thecondition required by section 6 below.  If requested by Sublandlord, Subtenant shall execute an amendment tothis Sublease setting forth the actual Commencement Date for a Phase and theBase Rent then applicable to such Phase; provided, however, that Subtenant'sfailure to execute such an amendment shall not affect Subtenant's obligationsunder this Sublease.  If Sublandlord,for any reason whatsoever, fails to deliver possession of any Phase of theSublease Premises to Subtenant by the Commencement Date for such Phase, then(i) this Sublease shall not be void or voidable, (ii) Sublandlord shall not beliable to Subtenant for any loss or damage resulting therefrom and (iii) theTerm of this Sublease shall not be extended. However, in that event, the Commencement Date for such Phase shall bedelayed until the date on which Sublandlord tenders possession of such Phase toSubtenant, and Subtenant shall not be liable for the payment of Rent withrespect to such Phase until the Commencement Date for such Phase hasoccurred.  Notwithstanding theforegoing, (x) Sublandlord shall have a period of two weeks from completion ofthe second floor demising wall (described in paragraph (B)(1)(b) of ExhibitD hereto) to relocate its operations to the second floor of the Phase 4Premises, without such period constituting a delay by Sublandlord in tenderingpossession of the Sublease Premises, and (y) if Sublandlord is delayed intendering possession of a Phase on or before the Commencement Date for suchPhase as a result of the act or omission of Subtenant, then the CommencementDate for such Phase shall be the date on which the Commencement Date for suchPhase would have occurred in the absence of such delay by Subtenant.  Sublandlord acknowledges that Sublandlordwill be able to relocate its operations from the Phase 1, 2 and 3 portions ofthe Sublease Premises into the Phase 4 portion of the Sublease Premises whenthe demising walls for the second floor portion of Phase 4 (described inparagraph (B)(1)(b) of Exhibit D hereto) are complete and the firstfloor portion of Phase 4 is separately demised and secure.  Such first floor demising work sufficient toenable Sublandlord to vacate the first floor portions of Phases 1, 2 and 3 maybe satisfied by Subtenant either completing the first floor demising walldescribed in paragraph (B)(1)(a) of Exhibit D hereto or installingtemporary partition walls (reasonably acceptable to Sublandlord to separate andprovide security for such area) pending completion of such first floor demisingwall.                           (c)         Early Access.  Provided that all conditions to theeffectiveness of this Sublease have been satisfied, Sublandlord agrees toprovide Subtenant with access to Phase 1 and Phase 2 as soon as reasonablypracticable for the sole purpose of designing, constructing and installing theSubtenant Improvements (defined in section 7) and the Building Modifications(defined in section 8) and otherwise preparing such Phases for Subtenant'soccupancy.  Similarly, Sublandlordagrees to provide Subtenant with access to Phase 3, for such purposes, as soonas reasonably practicable following the vacation of such Phase by its currentoccupant.  Such access shall be on allof the terms and conditions of this Sublease except that (i) Subtenant'sobligation to pay Base Rent applicable to a Phase shall commence on the RentCommencement Date for each such Phase, (ii) Subtenant's obligation to paySubtenant's Proportionate Share of Common Area Expenses and insurance, andSubtenant's obligation to pay Subtenant's share of  utilities expenses shall commence on commencement of demolitionor construction work by Subtenant in the Sublease Premises, and (iii)Subtenant's obligation to pay Subtenant's Proportionate Share of Real PropertyTaxes shall commence on the Commencement Date for each such Phase.  All activities by Subtenant and itsemployees, agents, contractors, subcontractors and invitees in each Phase priorto the Commencement Date for such Phase shall be conducted in accordance withthe terms of this Sublease and in a manner so as to minimize any disruption tothe operations of Sublandlord or other subtenants in the Building.  Notwithstanding anything herein to thecontrary, Subtenant shall not be provided with early access to any Phasepursuant to this subsection 2(c) unless and until (i) all conditions precedentto this Sublease have been satisfied, (ii) Subtenant has deposited withSublandlord the cash portion and the Letter of Credit portion of the SecurityDeposit (as provided in section 4), (iii) Subtenant has paid to Sublandlord theBase Rent due for the first month of the Sublease Term (as provided in section3), and (iv) Subtenant has provided to Sublandlord evidence of all insurancerequired to be maintained by Subtenant under this Sublease.
             3.          Rent.

                           (a)         Base Rent.  Subtenant shall pay to Sublandlord monthlybase rent ("Base Rent")  inadvance on the first day of each calendar month during the Term of thisSublease commencing on the Commencement Date corresponding to each Phase.  Base Rent shall be paid by Subtenant,without prior notice and free of all claims, demands or setoffs of any kind orcharacter whatsoever, to Sublandlord at Sublandlord's Address or to such otheraddress as Sublandlord may specify to Subtenant in a written notice.  If a Rent Commencement Date for a Phaseoccurs on a date other than the first day of a calendar month, or if the Termends on a date other than the last day of a calendar month, then the Base Rentdue for such month shall be prorated on a per diem basis with respect to theportion of the calendar month within the Term. All sums other than Base Rent that Tenant is obligated to pay under thisSublease will be deemed to be additional rent due, regardless of whether thosesums are designated as "additional rent".  The term "Rent" means the Base Rent and all additionalrent payable under this Sublease.  TheBase Rent payable under this Sublease shall be the product of the Base Rent perrentable square foot, as set forth in the following table, multiplied by therentable square footage of each Phase of the Sublease Premises in effect fromand after the Rent Commencement Date for each such Phase.
 **Base  Rent Per R.S.F.** Phase 1 Rent  Commencement Date through Month 4$1.75 Month 5 through  10/14/02 (Phase 1)$2.75 Phase 2 Rent  Commencement Date through 10/14/02$2.75 Phase 3 Rent  Commencement Date through 10/14/02$2.75 10/15/02 through  10/14/03$2.8325 10/15/03 through  10/14/04$2.9175 10/15/04 through  10/14/05$3.0050 10/15/05 through  10/14/06$3.0951 10/15/06 through  10/14/07$3.1880 10/15/07 through  10/14/08$3.2836 10/15/08 through  10/14/09$3.3822 10/15/09 through  07/14/10$3.4836 
Base Rent for Phase 4 shall be theproduct of the rentable square footage of Phase 4 and the Base Rent perrentable square foot in effect on the Phase 4 Rent Commencement Date.  Upon execution of this Sublease bySubtenant, Subtenant shall pay to Sublandlord the sum of $67,845.75, whichshall be applied against the Base Rent due for the first month of the SubleaseTerm.  Notwithstanding anyre-measurement of the rentable square footage of the Sublease Premises, theBase Rent applicable to Phase 1 for each of the first four months following thePhase 1 Rent Commencement Date shall be $67,845.75 per month.

                           (b)        Adjustments to Base Rent.  As shown in the above table, Base Rent shallbe adjusted, effective October 15 of each year during the Term, to an amountwhich is 103% of the Base Rent in effect during the immediately precedingcalendar month.

                           (c)         Additional Rent.  In addition to paying the Base Rent,Subtenant shall pay to Sublandlord Subtenant's Proportionate Share of CommonArea Expenses, Real Property Taxes, insurance and all other expenses which arecharged to Sublandlord by Master Landlord under the Master Lease which areapplicable to the Sublease Premises or Subtenant's use thereof.  Subtenant shall not be liable for any fee orexpense charged by Master Landlord to Sublandlord solely as a result ofSublandlord's failure to perform its obligations under the Master Lease exceptand to the extent that such failure is the result of the act or omission ofSubtenant.

                           (d)        Utilities Expenses.  Subtenant's obligations with respect toutilities supplied to or used at the Sublease Premises shall be governed bysection 4 of the Master Lease.  However,so long as the Sublease Premises consists of less than the entire Buildingthen, with respect to any utilities that are not separately metered to theSublease Premises, Subtenant shall pay Subtenant's Proportionate Share of suchutilities' expense, as additional rent, within fifteen (15) days after writteninvoice from Sublandlord.  IfSublandlord determines that Subtenant has used or is using a disproportionateamount of any utility that is not separately metered to the Sublease Premises,or an amount that is in excess of the amount that would be customarily suppliedto the Sublease Premises for office and research/development purposes, theSublandlord shall be entitled to make a reasonable determination of Subtenant'sshare of such utilities' expense and Subtenant shall pay such amount withinfifteen (15) days after written invoice from Sublandlord.              4.          Security Deposit.  Concurrently with Subtenant's execution ofthis Sublease, Subtenant shall deposit with Sublandlord the cash portion of theSecurity Deposit in the amount set forth in the Basic Sublease Information andthe Letter of Credit in the amount specified in the Basic Sublease Information,as security for the performance and observance by Subtenant of all of theterms, covenants and conditions of this Sublease by Subtenant to be kept andperformed during the Term.  The cashportion of the Security Deposit and the Letter of Credit shall togetherconstitute the "Security Deposit". In the event Sublandlord transfers its interest in this Sublease,Sublandlord shall transfer the Security Deposit then held by Sublandlord toSublandlord’s successor in interest, and thereafter Sublandlord shall have nofurther liability to Subtenant with respect to the Security Deposit.
                           (a)         Application of Security Deposit.  If Subtenant defaults in the full and timelyperformance of any or all of Subtenant's covenants and obligations under thisSublease, after notice and the expiration of any applicable cure period, thenSublandlord may, at the option of Sublandlord, from time to time and withoutwaiving any other remedy available to Sublandlord, appropriate or apply suchportion of the Security Deposit (either the cash portion or the Letter ofCredit Proceeds, defined below) in the amount and tothe extent necessary (i) to cure any Event of Default under this Sublease andto compensate Sublandlord for any loss or damage Sublandlord incurs as a resultof such Event of Default, (ii) to repair damage to the Sublease Premises causedby Subtenant and not repaired by Subtenant in accordance with this Sublease,(iii) to clean and repair the Sublease Premises upon termination of thisSublease, if Subtenant fails to deliver possession of the Sublease Premises toSublandlord in accordance with the terms of this Sublease, and (iv) toreimburse Sublandlord for the payment of any amount which Sublandlord may forany other purpose spend or be required to spend by reason of an Event ofDefault, it being understood that any use of the Security Deposit shall notconstitute a bar or defense to any of Sublandlord’s remedies as a result ofsuch Event of Default.  The SecurityDeposit shall not be deemed an advance rent deposit or an advance payment ofany other kind, or a measure of Sublandlord’s damages upon an Event of Default.

                           (b)        Cash Security Deposit.  In the event that Sublandlord applies all orany portion of the cash Security Deposit as provided above, Subtenant shall payto Sublandlord, within fifteen (15) days following demand, the amount soapplied in order to restore the cash Security Deposit to the amount stated inthe Basic Sublease Information. Subtenant's failure to do so within such fifteen (15) day period shallconstitute an Event of Default under this Sublease.  Sublandlord shall return the cash portion of the Security Deposit(or so much thereof as remains) to Subtenant within forty-five (45) daysfollowing the expiration of the Term and satisfaction by Subtenant of all itsobligations under this Sublease. Sublandlord's obligations with respect to the Security Deposit are thoseof a debtor and not a trustee.  Subjectto Sublandlord's right to apply the Security Deposit as provided herein,Sublandlord shall cause the cash portion of the Security Deposit and any Letterof Credit Proceeds to be held in one or more federally insured interest bearingaccounts, separate from Sublandlord's general funds, and/or in United StatesTreasury bills or notes.  Provided thatno Event of Default shall have occurred during the Term, all interest whichaccrues and is paid with respect to the Security Deposit shall, after deductingall fees and expenses applicable thereto, be paid to Subtenant within areasonable time after the end of each calendar year (but not later than March 1of each year).  From and after theoccurrence of an Event of Default, all such interest shall be added to andbecome a part of the Security Deposit. Sublandlord shall provide to Subtenant, promptly following receipt bySublandlord but not more frequently than quarterly, copies of accountstatements received by Sublandlord with respect to the Security Deposit.  If not otherwise provided by the financialinstitution or investment management firm holding the Security Deposit,Sublandlord shall also provide Subtenant with an annual statement of income andexpenses applicable to the Security Deposit. Sublandlord shall have no liability for any loss or diminution in thevalue of the Security Deposit or for achieving any particular rate of returnthereon, provided that the Security Deposit is invested, held and applied asprovided herein.  In the event that theamount of the Security Deposit declines for any reason to an amount less thanthe amount stated in the Basic Sublease Information, Subtenant shall, withinfifteen (15) days following written demand, deposit with Sublandlord the amountnecessary to restore the Security Deposit to the amount stated in the BasicSublease Information.

                           (c)         Letter of Credit.  In addition to the cash portion of theSecurity Deposit, Subtenant shall deliver to Sublandlord, within ten (10)business days after the execution of this Sublease, a Letter of Credit (definedin subsection 4(d) below) in the amount set forth in the Basic SubleaseInformation (the “LC Face Amount”) as additional security for Subtenant’sperformance of all of Subtenant’s covenants and obligations under thisSublease.  The Letter of Credit shall bemaintained in effect from the date of its issuance through the date that isforty-five (45) days after the expiration of the Term (the “LC TerminationDate”).  On the LC Termination Date,Sublandlord shall return to Subtenant the Letter of Credit and any Letter ofCredit Proceeds then held by Sublandlord (other than those Letter of CreditProceeds Sublandlord is entitled to retain under the terms of this section 4);provided, however, that in no event shall any such return be construed as anadmission by Sublandlord that Subtenant has performed all of its obligationshereunder.  Upon the occurrence of anEvent of Default, Sublandlord may (but shall not be required to) draw upon theLetter of Credit in the amounts and for the purposes set forth in subsection4(a) above.  The amounts drawn under theLetter of Credit are referred to herein as the “Letter of CreditProceeds”.  Any Letter of CreditProceeds which are drawn against the Letter of Credit  shall be held, pending application for the purposes permitted bythis Sublease, in the same manner as the cash portion of the Security Deposit.  In such event and upon written notice fromSublandlord to Subtenant specifying the amount of the Letter of Credit Proceedsso utilized by Sublandlord and the purpose for which such amount was applied,Subtenant shall immediately deliver to Sublandlord an amendment to the Letterof Credit or a replacement Letter of Credit so that the Letter of Credit isagain in the full LC Face Amount. Subtenant’s failure to deliver such an amendment or replacement Letterof Credit to Sublandlord within fifteen (15) days of Sublandlord’s notice shallconstitute an Event of Default hereunder.                           (d)        Form and Terms of Letter of Credit.  As used herein, Letter of Credit shall meanan unconditional, stand-by irrevocable letter of credit (herein referred to asthe “Letter of Credit”), issued by a state or federally chartered financialinstitution insured by the Federal Deposit Insurance Corporation with assets ofnot less than Fifty Billion Dollars ($50,000,000,000.00) and otherwisereasonably acceptable to Sublandlord (the “Bank”), naming Sublandlord asbeneficiary, in the amount of the LC Face Amount, substantially in the form of ExhibitC to this Sublease, and otherwise in form and substance reasonablysatisfactory to Sublandlord.  If at anytime during the Term of this Lease, the Bank does not meet the qualificationsset forth above (notwithstanding Sublandlord’s prior approval of suchinstitution), then Subtenant shall, on the next renewal date of the Letter ofCredit, replace the Letter of Credit with a substitute Letter of Credit issuedby a Bank reasonably approved by Sublandlord and otherwise satisfying therequirements of this section 4.  TheLetter of Credit shall be for a one-year term and shall provide:  (i) that Sublandlord may make partial andmultiple draws thereunder, up to the face amount thereof, (ii) that Sublandlordmay draw upon the Letter of Credit up to the full amount thereof and the Bankwill pay to Sublandlord the amount of such draw upon receipt by the Bank of asight draft signed by Sublandlord and accompanied by a written certificationfrom Sublandlord to the Bank stating either that:  (A) an Event of Default has occurred and is continuing under thisSublease and any applicable grace period has expired or Sublandlord isotherwise entitled to draw on the Letter of Credit, or (B) Sublandlord has notreceived notice from the Bank at least thirty (30) days prior to the thencurrent expiry date of the Letter of Credit that the Letter of Credit will berenewed by the Bank for at least one (1) year beyond the relevant annualexpiration date or, in the case of the last year of the Term, forty-five (45)days after the expiration of the Term, together with a replacement Letter ofCredit or a modification to the existing Letter of Credit effectuating suchrenewal, and Subtenant has not otherwise furnished Sublandlord with areplacement Letter of Credit as hereinafter provided; and (iii) that thebeneficial interest under the Letter of Credit shall be freely transferable oneor more times and, therefore, in the event of Sublandlord’s (or any successorSublandlord’s) assignment or other transfer of its interest in this Sublease,the Letter of Credit shall be freely transferable by Sublandlord (or anysuccessor Sublandlord), without recourse and without the payment of any fee orconsideration by Sublandlord, to the assignee or transferee of such interestand the Bank shall confirm the same to Sublandlord (or such successor) and suchassignee or transferee.  In the eventthat the Bank shall fail to (y) notify Sublandlord that the Letter of Creditwill be renewed for at least one (1) year beyond the then applicable expirationdate (or, in the case of the last year of the Term, within forty-five (45) daysof the expiration of the Term), and (z) deliver to Sublandlord a replacementLetter of Credit or a modification to the existing Letter of Crediteffectuating such renewal, and Subtenant shall not have otherwise delivered toSublandlord, at least thirty (30) days prior to the relevant annual expirationdate, a replacement Letter of Credit in the amount required hereunder and otherwisemeeting the requirements set forth above, then Sublandlord shall be entitled todraw on the Letter of Credit as provided above, and shall hold the proceeds ofsuch draw as Letter of Credit Proceeds which may be applied as provided in thissection 4.  Notwithstanding any of theforegoing, in no event shall the sum of the Letter of Credit Proceeds and theremaining balance on the Letter of Credit (or any required replacement thereof)exceed the LC Face Amount.
                           (e)         Conversion of Portion of CashSecurity Deposit to Letter of Credit. If no Event of Default has occurred under this Sublease on or beforeDecember 31, 2005, then after that date and upon Sublandlord's receipt of anadditional Letter of Credit in the face amount of $500,000.00 or an amendment tothe then existing Letter of Credit increasing the LC Face Amount thereof by anadditional $500,000.00, Sublandlord shall, within ten (10) days after receiptof such additional Letter of Credit or amendment, refund to Subtenant$500,000.00 from the cash portion of the Security Deposit.  If Subtenant elects to provide Sublandlordwith an additional Letter of Credit, such Letter of Credit shall conform to andbe governed by the provisions of this Sublease pertaining to the originalLetter of Credit.

             5.          Use.  Subtenant shall use the Sublease Premisessolely for the Permitted Use under the Master Lease, and for no other purpose.

             6.          Conditionof Sublease Premises.  Upontaking possession of a Phase of the Sublease Premises, Subtenant shall bedeemed to have accepted such Phase in its existing "AS IS"condition.  Sublandlord agrees todeliver possession of each Phase of the Sublease Premises in its "asis" condition, "broom clean" , with all electrical, plumbing,HVAC and other Building systems in good operating condition, subject toSubtenant's Improvements (defined in section 7) and the Building Modifications(defined in section 8).  Sublandlordshall have no liability for any Building system that is not in good operatingcondition if such condition is due to any Subtenant Improvement, BuildingModification or any act or misuse by Subtenant or its agents, employees,contractors or invitees, or for any condition of which Sublandlord is notnotified in writing within sixty (60) days after the Commencement Date.  Subtenant acknowledges that it has conductedits own investigation of the Sublease Premises, including, without limitation,its physical condition, compliance with laws, suitability for Subtenant'sintended purpose, and such other matters which Subtenant has determined, in itsdiscretion, to be necessary and appropriate to Subtenant's decision to enterinto this Sublease.  Neither Sublandlordnor anyone acting on its behalf has made any representation or warranty concerningthe condition, operation, permitted use, legal compliance or suitability of theSublease Premises that is not expressly set forth in this Sublease.  Sublandlord shall have no obligation to makeany repair, alteration or modification to the Sublease Premises, except asexpressly set forth herein.             7.          Subtenant Improvements.  Subtenant shall have the right, at Subtenant's sole expense,  to make certain Alterations to each Phase ofthe Sublease Premises (the "Subtenant Improvements") during any earlyaccess period provided under subsection 2(c) for such Phase and following theCommencement Date of such Phase.  TheSubtenant Improvements shall be made on and subject to the terms and conditionsof the Master Lease, and shall be subject to Sublandlord's approval of theplans and specifications therefor, and Subtenant's architect, generalcontractor and subcontractors, which approvals shall not be unreasonablywithheld.  Notwithstanding theprovisions of section 9(a) of the Master Lease, Subtenant shall make noAlteration that affects the Building structure or any Building system, or whichis visible from outside the Sublease Premises without Sublandlord's priorwritten approval, which shall not be unreasonably withheld.  Prior to commencement of the SubtenantImprovements, the Building Modifications (pursuant to section 8 below), or anyother Alteration, Subtenant shall provide Sublandlord with evidence thatSubtenant carries "Builder's All Risk" insurance in an amountapproved by Sublandlord covering the construction of such Subtenant Improvements,Building Modifications and Alterations, and such other insurance as Sublandlordmay reasonably require.
             8.          BuildingModifications.  Subtenantacknowledges that certain Alterations to the Building (the "BuildingModifications") are required to be made in order to separate andseparately demise Phase 1, 2 and 3 of the Sublease Premises from Phase 4,which is the portion of the Master Premises to be retained and occupied bySublandlord prior to the Phase 4 Commencement Date, and to prevent the transmissionof contaminants from Phase 1, 2 and 3 of the Sublease Premises to Phase 4.  Such Building Modifications are required,without limitation, to accommodate Subtenant's operational and infrastructurerequirements in the Sublease Premises, Sublandlord's FDA, Factory Mutual andproduct quality and sterility requirements, and the parties' mutual securityrequirements.  Those Alterationsconstituting Building Modifications for purposes of this Sublease may include,without limitation, demising the existing loading dock, installing demisingwalls from the floors to the underside of the ceiling decks, relocating andisolating the water, sewer, electrical and HVAC systems between Phases 1, 2 and3 on the one hand, and Phase 4 on the other hand, and modifying the fire safetyand security systems of the Building. The Building Modifications are set forth in more detail in Exhibit Dto this Sublease.  All BuildingModifications shall be made in compliance with the terms of the Master Lease bySubtenant's contractor, concurrently with the Subtenant Improvements for Phase1, based on plans and specifications approved in writing by Sublandlord.  Sublandlord shall have the right to inspectthe Building Modification work while in progress, and to require reasonablechange orders as determined by Sublandlord to be necessary or appropriate.  All Building Modification work shall beperformed in a manner so as to minimize any disruption to the businessoperations of Sublandlord and other subtenants in the Building.  Sublandlord shall have the right to adjustthe contractor's schedule to the extent reasonably necessary to minimizedisruption to Sublandlord's operations. Except as may be expressly set forth to the contrary in Exhibit D,the Building Modifications shall made at Subtenant's expense.  To the extent that any cost item for theBuilding Modifications is agreed by Sublandlord and Subtenant to be paid bySublandlord, Sublandlord shall reimburse Subtenant for such cost item withinthirty (30) days after presentation of Subtenant's paid invoice with supportingdocumentation.  All Alterations made bySubtenant shall be subject to surrender or removal by Subtenant as provided inthe Master Lease.

             9.          Assignmentand Subletting.  Subtenant shall notmortgage, pledge, hypothecate, encumber or permit any lien to attach to thisSublease or Subtenant's interest in the Sublease Premises.  Subtenant shall not assign this Sublease orsublet or license all or any portion of the Sublease Premises, or permit theoccupancy or use of the Sublease Premises by any other person or entity otherthan its employees and contractors during the term of their employment orcontracts with Subtenant (collectively referred to as "Transfers"),whether voluntarily, involuntarily or by operation of law, except in compliancewith the Master Lease and with Sublandlord's prior written consent, which shallnot be unreasonably withheld. Sublandlord's consent shall not be required for a Transfer to anAffiliate, as provided in section 15(d) of the Master Lease.  Whether or not Sublandlord consents to aproposed Transfer, Subtenant shall pay Sublandlord's fees and expenses inreviewing and responding to such proposal, including, without limitation,reasonable fees of Sublandlord's attorneys, accountants, architects and consultants,within fifteen (15) days after written notice from Sublandlord.  If Sublandlord consents to a Transfer,Subtenant shall pay to Sublandlord fifty percent (50%) of any "TransferPremium" received by Subtenant in respect of such Transfer.  "Transfer Premium" shall mean allrent or other consideration payable by the transferee under such Transfer whichis in excess of the Base Rent payable by Subtenant under this Sublease, for theportion of the Sublease Premises that is applicable to such Transfer, afterdeducting Subtenant's reasonable expenses for (a) brokerage commissions,marketing costs and legal expenses for such Transfer, and (b) Alterations tothe Sublease Premises required in connection with the Transfer.  "Transfer Premium" shall alsoinclude, but not be limited to, key money, bonus money, payment for assets orservices in excess of the fair market value thereof, or other considerationpaid by the transferee to Subtenant in connection with such Transfer.  Consent to any Transfer shall not constituteconsent to any other Transfer.             10.        Master Lease andSublease Terms.  Subtenantacknowledges that it has read and is familiar with all of the terms andconditions of the Master Lease to the extent applicable to the SubleasePremises.  The terms of the Master Leaseare incorporated by this reference into this Sublease, except to the extentspecifically excluded from this Sublease or modified by the terms of thisSublease.
                           (a)         The following provisions of the MasterLease are excluded from this Sublease or, if so indicated, modified forpurposes of this Sublease (with the entries under "Description" beingfor reference purposes only):
**Excluded and/or Modified Provision** **Description**   Definitions of Effective Date, Landlord, Landlord's  Address for Notice, Tenant, Tenant's Address for Notice, Premises, Tenant's  Proportionate Share of Common Area Expenses, Term, Base Rent Per Month,  Security Deposit, Letter of Credit. Basic Lease Information   Section 1 PremisesSection 2 TermSection 3 RentSection 6(b)(i), second sentence Common Areas; parkingSection 11(b)(iii) Environmental Provisions; Disclosure, Etc.; Assignment  of R&H Indemnification (subject to section 10(j) below)Section 11(j)(ii) Environmental Provisions; Liability; Landlord's  Indemnification of TenantSection 12(a)(ii)(B) Damage and Destruction; Casualty; Greater than 270  DaysSection 12(a)(iv), after the second sentence Damage and Destruction; Casualty; Total DestructionSection 14(a)(i) is modified to shorten the five (5)  day period to three (3) days Default; Events of DefaultSection 14(a)(iii) is modified to shorten the thirty  (30) day period to twenty (20) days Default; Events of DefaultSection 21 SecuritySection 33, first sentence SignageSection 38 Brokerage CommissionSection 40 Holding OverSection 45 Original Lease; Letter of Credit AgreementExhibit D-1 R&H Landlord Redacted Purchase AgreementExhibit D-2 R&H Access Agreement
                           (b)        Inthe event of any conflict between the provisions of the Master Lease and theprovisions of this Sublease, the provisions of this Sublease shallcontrol.  In the event that a provisionof this Sublease addresses the same subject matter as a provision of the MasterLease, the two provisions shall be read together to the maximum extentpossible, and those provisions of the Master Lease which are directlycontradicted by or excluded from this Sublease shall be controlled by theprovisions of this Sublease.  Subtenantassumes and agrees to perform the obligations of the Tenant under the MasterLease which are incorporated into this Sublease and applicable to the SubleasePremises.                           (c)         For purposes of this Sublease, thefollowing terms appearing in the Master Lease shall have the meanings indicatedbelow: (i) "Landlord" shall mean Sublandlord; (ii) "Tenant"shall mean Subtenant; (iii) "Premises" shall mean each Phase of theSublease Premises from and after the Commencement Date for such Phase; (iv)"Term" shall mean the "Term" as defined in this Sublease;and (v) "Lease" shall mean "Sublease".  All other capitalized terms which aredefined in this Sublease and appear in the Master Lease shall have the meaningsgiven to such terms in this Sublease. References herein to "Master Landlord" shall mean the holderof the Landlord's interest in the Master Lease.
                           (d)        Any non-liability, release, indemnity orhold harmless provision in the Master Lease for the benefit of Master Landlord(as landlord thereunder) shall, to the extent incorporated herein, inure to thebenefit of Sublandlord, Master Landlord and any other person intended to bebenefited by such provision.  Anynon-liability, release, indemnity or hold harmless provision in the MasterLease for the benefit of the Tenant shall, to the extent incorporated herein,inure to the benefit of Subtenant and any other person intended to be benefitedby such provision.  Any right of MasterLandlord under the Master Lease of access or inspection, to do work in theSublease Premises, or in respect of rules and regulations, shall, to the extentincorporated herein, inure to the benefit of Sublandlord, Master Landlord andany other person intended to be benefited by such provision.

                           (e)         All provisions of the Master Leaserequiring the consent or approval of Master Landlord shall be deemed to requirethe consent or approval of Master Landlord and Sublandlord.  Any provision of this Sublease requiring theconsent or approval of Sublandlord shall also require the consent or approvalof Master Landlord to the extent such consent is a requirement under the MasterLease.  Any act of Subtenant that, ifproposed to be undertaken by Sublandlord under the Master Lease would requirethe consent or approval of Master Landlord, shall be subject to the consent orapproval of Master Landlord and Sublandlord. In any instance when Sublandlord's consent or approval is required underthis Sublease and such consent or approval may not be withheld or deniedunreasonably, Sublandlord's refusal to render its consent or approval shall bedeemed reasonable if, among other considerations, the consent or approval ofMaster Landlord is required but has not been obtained despite Sublandlord'srequest therefor.  Subtenant shallreimburse Sublandlord, within fifteen (15) days after demand, all reasonablecosts incurred by Sublandlord in seeking the consent or approval of MasterLandlord for Subtenant's benefit.

                           (f)         All provisions of the Master Lease thatrequire the Tenant to submit, exhibit, supply or provide documents,instruments, certificates, financial statements, evidence, information or otheritems shall be deemed to require Subtenant to furnish such items to MasterLandlord and Sublandlord.  Sublandlordshall determine the sufficiency of the items so furnished and shall be deemedto have acted reasonably if the items so furnished are determined to beinsufficient by Master Landlord.

                           (g)        Sublandlord shall have no obligation torestore, repair or rebuild the Sublease Premises or any portion thereof, or toapply any insurance proceeds or condemnation awards it might receive, after anycasualty damage or taking by eminent domain other than those duties ofSublandlord, as Tenant, set forth in the Master Lease.  To the extent that Sublandlord is grantedthe right, under the Master Lease, to terminate the Master Lease following theoccurrence of a casualty to the Sublease Premises, under section 12 of theMaster Lease, or a condemnation, under section 13 of the Master Lease,Sublandlord agrees not to exercise such right of termination without the priorwritten consent of Subtenant, which shall not be unreasonably withheld ordelayed so long as Sublandlord occupies any portion of the Building, providedthat Sublandlord shall not be required to expend any monies to restore orrepair the Sublease Premises, to apply any insurance proceeds payable toSublandlord, to extend the Term of the Master Lease or otherwise increase itsobligations under the Master Lease beyond those in effect through the Term ofthis Sublease.  Except as providedabove, exercise of any such termination right by Sublandlord shall notconstitute a breach or default by Sublandlord under this Sublease.  Subtenant shall have the right to terminatethis Sublease following any such casualty or condemnation only to the extentthat Sublandlord has the right to terminate the Master Lease.                           (h)        All provisions of the Master Leaserequiring the Tenant to designate the Master Landlord as an additional insuredon its insurance policy(ies), shall require Subtenant to so designate MasterLandlord, Sublandlord and any other person or entity having an insurableinterest in the Sublease Premises, as determined and required by MasterLandlord, on its insurance policy(ies). In addition, Subtenant shall (i) include in its insurance policies a requirement of its insurer to notifySublandlord in writing not less than thirty (30) days prior to any materialchange, reduction in coverage, cancellation or other termination of any suchpolicy, and (ii) concurrently with the execution of this Sublease, deliver toSublandlord a certificate of insurance signed by Subtenant’s insurancecompany.  Insurance required to bemaintained by Master Landlord under the Master Lease shall continue to bemaintained by Master Landlord, notwithstanding anything to the contrarycontained in this Sublease.
                           (i)          Any provision of the Master Leasewhich provides for an abatement of Rent shall apply proportionately toSubtenant under the Sublease Premises only to the extent that the SubleasePremises is affected by the condition that gives rise to such abatement andSublandlord receives such abatement from Master Landlord.

                           (j)          To the maximum extent permitted by lawand the R&H Indemnity described in section 11(b)(iii) of the Master Lease,Sublandlord will assign, and will exercise commercially reasonable efforts toprovide the benefit of, the R&H Indemnity to Subtenant; provided, however,in no event shall Sublandlord have any direct or indirect obligation orresponsibility arising under or with respect to the R&H Indemnity or anyagreement of which it is a part or to which it relates.

                           (k)         Sublandlord agrees, during the Term ofthis Sublease, not to exercise any right or option to extend the term of theMaster Lease, expand the Master Premises, or purchase the Building or RealProperty, which Sublandlord may hold under the Master Lease, in the event thatsuch rights or options exist under the Master Lease.             11.        Compliance with Master Lease.
                           (a)         During the Term and for all periodsthereafter with respect to obligations which arise prior to the termination ofthis Sublease, Subtenant shall perform and comply with, for the benefit ofSublandlord and Master Landlord, the obligations of Tenant under the MasterLease which pertain to the Sublease Premises and/or this Sublease.  Without limiting the generality of theforegoing statement, Subtenant shall occupy and use the Sublease Premises incompliance with the terms of the Master Lease applicable to the SubleasePremises, and will not do or permit any act or omission which may result in aviolation of or a default under any of the terms and conditions of the MasterLease, or render Sublandlord liable for any damage, charge, lien, penalty orexpense thereunder.  To the extent thatSubtenant makes any payment of Rent or performs any of its obligations hereunderdirectly to or for Master Landlord, Subtenant shall deliver to Sublandlord acopy of any such payments and such evidence that such other obligations havebeen performed as Sublandlord may reasonably request from time to time. IfSubtenant fails to pay any amount or perform any other obligations required tobe paid or performed by Subtenant under this Sublease, after notice and theexpiration of any applicable cure period, Sublandlord may make such payment orperform such obligation, in which case Subtenant shall, on Sublandlord’sdemand, reimburse Sublandlord for all reasonable costs and expenses actuallyincurred by Sublandlord.

                           (b)        Subtenant agrees that Sublandlord shallnot be required to perform any of the obligations, agreements or undertakingsof Master Landlord under the Master Lease. Insofar as any of the obligations, agreements or undertakings ofSublandlord under this Sublease are required to be performed under the MasterLease by Master Landlord, Sublandlord, upon Subtenant's written request, shalluse reasonable efforts to seek and obtain such performance thereof but shallotherwise have no duty, obligation or liability with respect to the failure ofMaster Landlord to do so.  This Subleaseshall remain in full force and effect notwithstanding Master Landlord’s failureor refusal to comply with any such obligations, agreements orundertakings.  At Subtenant's request,Sublandlord shall assign to Subtenant any cause of action Sublandlord may haveagainst Master Landlord as a result of Master Landlord's breach or defaultunder the Master Lease which has caused damage to Subtenant, to the extent suchassignment does not impair Sublandlord's right to pursue any claims it may haveagainst Master Landlord for damages that Sublandlord may have incurred.  Alternatively, at Sublandlord's electionfollowing Subtenant's request, Sublandlord consents to be named as a plaintiffin any action or proceeding that Subtenant may elect to bring against MasterLandlord as a result of Master Landlord's breach or default under the MasterLease which has caused damage to Subtenant, to the extent such action orproceeding does not impair Sublandlord's right to pursue any claims it may haveagainst Master Landlord for damages that Sublandlord may have incurred.  Subtenant shall indemnify and, atSublandlord's request and with counsel approved by Sublandlord, defendSublandlord and its parents, subsidiaries and affiliates, now or hereafterexisting, and their respective officers, directors, shareholders, partners,members, representatives, managers, employees, agents, successors and assignsfrom and against all losses, costs, damages, expenses and liabilities,including, without limitation, reasonable attorneys' fees and costs(collectively, "Liabilities"), which any such indemnified person orentity may incur or pay out by reason of any such assignment by Landlord, or bySublandlord being named as a party in such action or proceeding, or as a resultof any cross-complaint brought against any such indemnified party in such actionor proceeding; provided, however, that such indemnity shall not apply toLiabilities suffered or incurred as a result of an Event of Default bySublandlord under the Master Lease, or the tortious conduct of any suchindemnified party, to the extent such Liabilities are not caused by or theresult of any act or omission of Subtenant. Without limiting the foregoing, Subtenant shall reimburse Sublandlord,within fifteen (15) days after demand, all reasonable costs incurred bySublandlord in seeking and obtaining Master Landlord's performance under theMaster Lease for the benefit of Subtenant.

                           (c)         Each party agrees to promptly deliverto the other party a copy of all notices received by such party with respect tothe Sublease Premises from Master Landlord or any governmental agency.             12.        Subordination to Master Lease.  This Sublease is, and shall at all times be,subject and subordinate to the Master Lease. This Sublease shall also be subject to any amendments, modifications orsupplements to the Master Lease hereafter made, and Subtenant accepts thisSublease subject to any such amendments, modifications or supplements to theMaster Lease hereafter made, provided that Sublandlord shall not enter into anyamendment, modification or supplement, without Subtenant’s prior writtenconsent that would prevent or adversely affect the use by Subtenant of theSublease Premises in accordance with the terms hereof, increase the obligationsof Subtenant or decrease its rights hereunder, shorten or lengthen the Term hereofor increase the Rent required to be paid by Subtenant hereunder.  Nothing herein shall be construed to grantSubtenant any greater rights in and to the Sublease Premises than Sublandlordholds in the Sublease Premises under the Master Lease.  If the Master Lease terminates, thisSublease shall terminate and the parties shall be relieved of any furtherliability or obligation under this Sublease, excluding those which accruedprior to such termination and those which by their terms survive the terminationof this Sublease; provided, however, that if the Master Lease terminates as aresult of an Event of Default by Subtenant under this Sublease, then Subtenantshall be liable to Sublandlord for all damages suffered as a result of suchtermination, and if the Master Lease terminates solely as a result of an Eventof Default by Sublandlord under the Master Lease (and no Event of Default bySubtenant under this Sublease exists), then Sublandlord shall be liable toSubtenant for all damages suffered as a result of such termination.  In no event shall either party be liable tothe other for indirect or consequential damages, including, without limitation,loss of profits or loss of business opportunities as a result thereof.   Sublandlord shall have no liability toSubtenant for any failure of Master Landlord to apply insurance proceeds or anycondemnation award toward the repair or restoration of the Sublease Premises orthe Building.
             13.        Indemnity.  In addition to the indemnifications providedby Subtenant to Sublandlord under the provisions of the Master Leaseincorporated herein, Subtenant indemnifies and agrees to defend and holdharmless Sublandlord and its parents, subsidiaries and affiliates, now orhereafter existing, and their respective officers, directors, shareholders,partners, members, representatives, managers, employees, agents, successors andassigns from and against all losses, costs, damages, expenses and liabilities,including, without limitation, reasonable attorneys' fees and costs, which anysuch indemnified person or entity may incur or pay out by reason of(a) any personal injury, death or property damage occurring in, on orabout the Sublease Premises to the extent caused by or resulting from thenegligence or willful misconduct of Subtenant or its agents, employees,contractors or invitees; (b) any act or omission of Subtenant which results ina breach or default by Sublandlord under the Master Lease; (c) the conduct ofSubtenant's business at the Premises, or (d) any failure by Subtenant tosurrender the Sublease Premises on the Expiration Date or earlier terminationof this Sublease in the condition required by this Sublease.  The foregoing indemnity, defense and holdharmless obligation shall survive the expiration or sooner termination of thisSublease and the surrender of the Sublease Premises to Sublandlord.

             14.        Right of Entry.  Supplementing and subject to the provisionsof section 19 of the Master Lease, incorporated herein, Sublandlord's right ofentry includes the right to enter the Sublease Premises to (a) perform anywork or provide any service required of Sublandlord, (b) perform any covenantwhich Subtenant fails to perform within a reasonable time period after writtennotice, which period shall not exceed thirty (30) days, (c) post any notices ofnon-responsibility, or (d) to make any repairs, alterations or improvements tothe Building, the Building's systems or its equipment to the extent reasonablyrequired for Sublandlord's use and occupancy of Phase 4.  Sublandlord's entry into the SubleasePremises shall be without abatement of Rent and shall not constitute a forcibleentry into or  detainer of the SubleasePremises, or a constructive eviction of Subtenant.  Subtenant waives all claims for damages or for any injuries orinconvenience to or interference with Subtenant's business, lost profits, anyloss of occupancy or quiet enjoyment and any other loss occasioned thereby,except claims for actual damages directly resulting from the gross negligenceor willful misconduct of Sublandlord or its contractors.  In an emergency, Sublandlord shall have theright to use any means that Sublandlord may deem proper to gain access to theSublease Premises.             15.        Holding Over. If Subtenant remains in possession of all or any portion of the SubleasePremises at the Expiration Date or sooner termination of this Sublease, with orwithout the express or implied consent of Sublandlord, such possession shallconstitute a tenancy at sufferance only, and shall not constitute a renewalhereof or an extension for any further term. In such case, the Base Rent shall be payable at a per diem rate for eachday that Subtenant remains in possession of the Sublease Premises at thegreater of (a) 150% of the per diem Base Rent for the last month of the Term or(b) the then current market rent for the Sublease Premises, as determined bySublandlord.  Such tenancy shall besubject to all of the terms and conditions of this Sublease, including, withoutlimitation, the payment of Additional Rent. A holding over by Subtenant shall include, without limitation,Subtenant's failure to surrender possession of the Sublease Premises in thecondition required by this Sublease, for the period reasonably required bySublandlord, or determined by Master Landlord, to remove all of Subtenant'sproperty from the Sublease Premises, to remove any Alterations required to beremoved by Subtenant under this Sublease, to repair any damage to the SubleasePremises, and otherwise to put the Sublease Premises in the condition requiredfor surrender under this Sublease.  Inaddition to payment of the Base Rent (as adjusted) and Additional Rent duringthe period of Subtenant's holding over, Subtenant shall reimburse Sublandlordon demand for the all additional sums, in excess of the Base Rent (as adjusted)and Additional Rent as provided above, for which Sublandlord becomes liable toMaster Landlord under the Master Lease resulting from Subtenant's holdingover.  The rights set forth in this section15 are in addition to all other rights and remedies available to Sublandlordunder this Sublease or at law or in equity.
             16.        Conditions to Sublease. Theeffectiveness of this Sublease and the rights, duties, and obligations ofSublandlord and Subtenant hereunder are expressly subject to and conditionedupon (a) Sublandlord obtaining (i) the prior written consent of Master Landlordto this Sublease, in form and content reasonably acceptable to Sublandlord andSubtenant, and (ii) agreements, in form and content reasonably acceptable toSublandlord, terminating the subleases for portions of the Sublease Premisesheld by Corio, Inc. and Kana Communications, Inc., and (b) Subtenant executinga lease, in form and content reasonably acceptable to Subtenant, for thepremises located at 740 Bay Road, Redwood City, California.  Sublandlord shall use commerciallyreasonable efforts to obtain Master Landlord’s consent to this Sublease andsuch termination agreements, but in no event shall Sublandlord be required to payany money or other consideration or engage in any litigation to secure suchconsent or approval.  If Sublandlord isunable to obtain the consent of Master Landlord to this Sublease, or to obtainsuch termination agreements, or if Subtenant is unable to execute such lease,by July 16, 2001, Sublandlord or Subtenant may terminate this Sublease bydelivering notice thereof to the other party, in which case all payments ofadvance Base Rent and Security Deposit made by Subtenant under this Subleaseshall be promptly returned to Subtenant and no party shall have any furtherobligations or liabilities under this Sublease. Subtenant shall cooperate withSublandlord in connection with Sublandlord’s efforts to obtain MasterLandlord’s consent to this Sublease, including, without limitation, by providingsuch documents or information concerning Subtenant as Landlord may request inconnection with the request.

             17.        Brokers.  Sublandlord and Subtenant hereby representand warrant to the other that they have had no dealings with any broker,finder, or similar person who is or might be entitled to a commission or otherfee in connection with introducing Subtenant to the Premises or in connectionwith this Sublease, except for the Brokers identified in the Basic SubleaseInformation, and that they know of no other person or entity who is entitled toany compensation in connection with this Sublease.  Sublandlord and Subtenant shall indemnify, defend, protect andhold harmless the other from and against any and all loss, cost, liability,damage, or expense (including, without limitation, attorneys’ fees and costs)incurred by the other as a result of any claim for a commission or fee by anyperson (other than the Brokers) who claims to have dealt with the indemnifyingparty in connection with this Sublease.             18.        Representations.
                           (a)         By Subtenant.  Subtenant represents and warrants toSublandlord as follows:  Subtenant isduly organized and validly existing as a corporation under the laws of theState of Delaware; is qualified to transact business in the State ofCalifornia; has all lawful power and authority to enter into this Sublease andperform the obligations on its part to be performed by Subtenant; and theexecution, delivery and performance of this Sublease by Subtenant has beenauthorized by all necessary corporate action. When executed and delivered by Subtenant and Sublandlord, this Subleaseshall be binding and enforceable against Subtenant in accordance with itsterms, subject only to the satisfaction of the conditions precedent set forthherein, and the application of equitable principles or bankruptcy rules andregulations which may limit certain rights or remedies of the parties undercertain circumstances.  No consent,approval, permit or authorization of any person, entity or governmental agencyis required as a condition to the validity or enforceability of this Subleasein accordance with its terms.  Nolitigation, arbitration or other adversarial or governmental proceeding ispending or, to Subtenant's knowledge, threatened which could impair theenforceability of this Sublease against Subtenant, or terminate the MasterLease or Subtenant's interest in the Sublease Premises.  There has not been filed by oragainst Subtenant a petition in bankruptcy, voluntary or otherwise, anyassignment for the benefit of creditors, any petition seeking reorganization orarrangement under the bankruptcy laws of the United States or any statethereof, or any other action brought pursuant to such bankruptcy laws withrespect to Subtenant.

                           (b)        By Sublandlord.  Sublandlordrepresents and warrants to Subtenant as follows:  Sublandlord is duly organized and validly existing as acorporation under the laws of the State of Delaware; is qualified to transactbusiness in the State of California; has all lawful power and authority toenter into this Sublease and perform the obligations on its part to beperformed by Sublandlord; and the execution, delivery and performance of thisSublease by Sublandlord has been authorized by all necessary corporate action.  When executed and delivered by Subtenant andSublandlord, this Sublease shall be binding and enforceable against Subtenantin accordance with its terms, subject only to the satisfaction of theconditions precedent set forth herein, and the application of equitable principlesor bankruptcy rules and regulations which may limit certain rights or remediesof the parties under certain circumstances. No consent, approval, permit or authorization of any person, entity orgovernmental agency is required as a condition to the validity orenforceability of this Sublease in accordance with its terms.  No litigation, arbitration or otheradversarial or governmental proceeding is pending or, to Sublandlord'sknowledge, threatened which could impair the enforceability of this Subleaseagainst Sublandlord, or terminate the Master Lease or Sublandlord's interest inthe Sublease Premises.  There has not been filed by or againstSublandlord a petition in bankruptcy, voluntary or otherwise, any assignmentfor the benefit of creditors, any petition seeking reorganization orarrangement under the bankruptcy laws of the United States or any statethereof, or any other action brought pursuant to such bankruptcy laws withrespect to Sublandlord.

             19.        Waiverof Redemption.  Subtenant herebywaives, for itself and all others claiming under Subtenant, any and all rights,now or hereafter existing, of redemption or relief from forfeiture followingthe termination of this Sublease.             20.        Waiver of Jury Trial.  SUBLANDLORD AND SUBTENANT HEREBY CONSENT TO(1) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF CALIFORNIA, (2)SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (3) IN THEINTEREST OF SAVING TIME AND EXPENSE, TRIAL BY JURY IN ANY ACTION, PROCEEDING ORCOUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIRSUCCESSORS, IN EACH CASE, IN RESPECT OF ANY MATTER ARISING OUT OF OR INCONNECTION WITH THIS SUBLEASE, THE RELATIONSHIP OF LANDLORD AND TENANT BETWEENTHE PARTIES, SUBTENANT'S USE OR OCCUPANCY OF THE SUBLEASE PREMISES, AND/OR ANYCLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY OR STATUTORY REMEDY.
             21.        Notices.  All notices given under this Sublease shallbe in writing and shall be given in the manner and with the effect stated insection 37 of the Master Lease.  If sentto Sublandlord, such notices shall be addressed to Sublandlord's Address, andif sent to Subtenant, such notices shall be addressed to Subtenant's Address,as specified in the Basic Sublease Information.  Either party may change the address to which notices to suchparty may be sent; provided, however, that in the event any notice sent toSubtenant at the address provided by Subtenant is returned as undeliverable ordelivery refused, then such notice to Subtenant shall be effective if deliveredto the Sublease Premises.             22.        Miscellaneous.
                           (a)         In the event of any action orproceeding between the parties arising out of or relating to the provisions ofthis Sublease, the prevailing party in such action or proceeding shall beentitled to recover its reasonable attorneys’ and court fees and costs.

                           (b)        Except as set forth in section 10(a),the time limits set forth in the Master Lease for the giving of notices, makingof demands, performance of any act, condition or covenant, or the exercise ofany right, remedy or option, to the extent such portions of the Master Leaseare incorporated by reference herein, are changed for the purpose of thisSublease, by lengthening or shortening the same in each instance by five (5)days, as appropriate, so that notices may be given, demands made, or any act,condition or covenant performed, or any right, remedy or option hereunderexercised, by Sublandlord or Subtenant, as the case may be, within the timelimits relating thereto contained in the Master Lease.

                           (c)         This Sublease may be executed incounterparts, all of which taken together shall constitute one agreement.  A facsimile signature of a party to thisSublease shall be effective as the original signature of such party.  Any party who executes this Sublease byfacsimile signature shall cause the original thereof to be delivered to theother party by overnight courier service. All exhibits attached to this Sublease are incorporated herein by thisreference.

                           (d)        If any provision of this Sublease shallprove to be invalid or unenforceable, such provision shall be deemed modifiedto the minimum extent necessary to render it valid and enforceable, and if notsusceptible to such modification, such provision shall be stricken from thisSublease.  In no event shall any suchprovision affect, impair or invalidate any other provision of this Sublease,and such other provisions shall remain in full force and effect.

                           (e)         This Sublease constitutes the entireagreement regarding the transaction covered hereby, and supersedes all priordiscussions, negotiations, memoranda and understandings concerning thesame.  This Sublease may not besupplemented, modified, or amended except by an agreement in writing signed bythe parties hereto or their respective successors in interest.

                           (f)         Sublandlord and Subtenant agree that atany time or from time to time after the execution of this Sublease they shall,upon request of each other, execute and deliver such further documents and dosuch further acts and things as such party may reasonably request in order tofully effect the purpose of this Sublease.

                           (g)        There are no third party beneficiariesof this Sublease.

                           (h)        The captions and headings used in thisSublease are provided for convenience of reference only and shall not affectthe meaning or interpretation of any provision of this Sublease.

                           (i)          Subtenant shall not record thisSublease or any memorandum, affidavit or other writing hereof.                   Theparties have caused this Sublease to be executed and delivered by theirrespective duly authorized officers, effective as of the Effective Datespecified above, subject to satisfaction of the conditions precedent set forthin section 16 above.SUBLANDLORD: SUBTENANT:   HEARTPORT, INC., a Delaware corporation     DELTAGEN, INC., a Delaware corporation       By: By:    Name: Name:   Title: Title:   
EXHIBIT A

SUBLEASE PREMISES FLOOR PLAN

EXHIBIT B

MASTER LEASE (REDACTED)

EXHIBIT C

FORM OF LETTER OF CREDIT

[BANK NAME/ADDRESS]

IRREVOCABLE STANDBYLETTER OF CREDIT:  #

DATE OF ISSUE:DATE OF EXPIRY:PLACE OF EXPIRY: AT OUR COUNTERS IN __________, CALIFORNIA

APPLICANT:                DELTAGEN, INC.                                        740BAY ROAD                                        REDWOODCITY, CA 94063

BENEFICIARY:            HEARTPORT, INC.                                        C/OETHICON, INC.                                        U.S.ROUTE 22 WEST                                        SOMERVILLE,NJ 08876

AMOUNT:                    USD                                                                        (                                                                                            U.S.DOLLARS)

GENTLEMEN:

WE HEREBY ESTABLISHIN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT NO. _______________, FORTHE ACCOUNT OF DELTAGEN, INC., UP TO THE AGGREGATE AMOUNT OF USD                               AVAILABLE BYPAYMENT AGAINST BENEFICIARY'S DRAFT(S) AT SIGHT DRAWN ON [BANK NAME],[LOCATION] ACCOMPANIED BY THE FOLLOWING DOCUMENTS:

(A)       ORIGINAL OF THIS CREDIT AND AMENDMENTS,IF ANY, FOR OUR ENDORSEMENT THEREON OF THE AMOUNT OF SUCH DRAFT.

(B)        BENEFICIARY'S WRITTEN STATEMENT, ONBENEFICIARY'S LETTERHEAD, MANUALLY SIGNED AND DATED BY BENEFICIARY'S OFFICER ORDULY AUTHORIZED AGENT, CERTIFYING THAT (I) AN EVENT OF DEFAULT HAS OCCURREDUNDER THE TERMS OF THE SUBLEASE, DATED JULY 10, 2001, BETWEEN BENEFICIARY, ASSUBLANDLORD, AND DELTAGEN, INC., AS SUBTENANT, AND HAS NOT BEEN CURED WITHINTHE CURE PERIOD PROVIDED THEREFOR UNDER THE SUBLEASE, IF ANY, OR (II)BENEFICIARY IS OTHERWISE ENTITLED TO DRAW ON THIS LETTER OF CREDIT UNDER THETERMS OF THE SUBLEASE, AND IN EITHER CASE (III) THE AMOUNT OF THE DRAFTACCOMPANYING SUCH STATEMENT IS DUE AND PAYABLE TO BENEFICIARY UNDER THE TERMSOF THE SUBLEASE.

PARTIAL ANDMULTIPLE DRAWS ARE PERMITTED.THIS LETTER OF CREDIT IS TRANSFERABLE TO AND IN ACCORDANCE WITH THE TERMS OF AWRITTEN STATEMENT, EXECUTED BY BENEFICIARY, SUBSTANTIALLY IN THE FORM OFEXHIBIT 1 ATTACHED HERETO, UPON OUR RECEIPT OF SUCH STATEMENT.
THIS LETTER OFCREDIT SHALL BE AUTOMATICALLY RENEWED WITHOUT ANY AMENDMENT FOR A PERIOD OF ONEYEAR FROM THE PRESENT OR EACH FUTURE SUCCESSIVE EXPIRATION DATE UNLESS AT LEASTTHIRTY (30) DAYS PRIOR TO SUCH DATE WE NOTIFY YOU AND APPLICANT BY OVERNIGHTMAIL OR PERSONAL DELIVERY OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED THAT WEELECT NOT TO RENEW THIS LETTER OF CREDIT FOR ANY ADDITIONAL PERIOD, IN WHICHEVENT BENEFICIARY SHALL BE ENTITLED TO DRAW BY SIGHT DRAFT ALONE THE FULLAMOUNT OF THIS LETTER OF CREDIT.

DOCUMENTS MUST BESENT TO US VIA OVERNIGHT COURIER OR PERSONAL DELIVERY AT OUR ADDRESS:

WE HEREBY ENGAGEWITH DRAWERS AND/OR BONA FIDE HOLDERS THAT DRAFTS DRAWN UNDER AND INCONFORMANCE WITH THE TERMS AND CONDITIONS OF THIS CREDIT WILL BE DULY HONOREDON PRESENTATION AT OUR COUNTERS IN               , CALIFORNIA.

DRAFT(S) MUSTINDICATE THE NUMBER AND DATE OF THIS CREDIT.

THIS CREDIT IS SUBJECTTO THE UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS (1993 REVISION),INTERNATIONAL CHAMBER OF COMMERCE, PUBLICATION NUMBER 500, AND ENGAGES US INACCORDANCE WITH THE TERMS THEREOF.
               AUTHORIZED SIGNATURE   
 

Exhibit 1 to Letter of Credit

Date:
To:[Bank Name/Address]  Re:Standby Letter of Credit No.      Issued by [Bank Name]   Letter of Credit Amount:$      
Gentlemen:

For value received,the undersigned Beneficiary of the above referenced Letter of Credit herebyirrevocably transfers all rights of Beneficiary to draw under the Letter ofCredit up to its available amount existing as of the date of this transfer tothe following Transferee:
Name of Transferee:  Address:    
By this transfer,all rights of the Beneficiary in such Letter of Credit are transferred to theTransferee.  From and after the date ofthis letter, the Transferee shall have the sole rights as the Beneficiary underthe Letter of Credit, including, without limitation, rights relating to drawsagainst and amendments, if any, to the Letter of Credit.  All amendments are to be advised directly tothe Transferee without necessity of any consent of or notice to the undersignedBeneficiary.

Accompanying thisletter is the original of the Letter of Credit.  You are authorized to endorse the transfer on the Letter ofCredit and forward it direct to the Transferee with your customary notice oftransfer.  Please forward to us a copyof the notice of transfer to confirm your compliance with these instructions.

Sincerely,

HEARTPORT, INC.
By: [signature guaranty]   Name:     Title:     
EXHIBIT D

SUBTENANT IMPROVEMENTSANDBUILDING MODIFICATIONS

(A)       InitialSubtenant Improvements:

             Followingis a partial list of the Subtenant Improvements.  Subtenant shall complete the construction and installation of thefollowing Subtenant Improvements, at Subtenant's expense, prior to introducinglaboratory animals to the Sublease Premises (but not as a condition toSublandlord's ability to tender possession of the Phase 1, 2 and 3 portions ofthe Sublease Premises).  Subtenantacknowledges that the following Subtenant Improvements and the BuildingImprovements described below are important to Sublandlord's operations in thePhase 4 Sublease Premises in order to maintain adequate isolation ofSublandlord’s operations from potential contaminants that may emanate fromSubtenant’s animal facility in Phases 1, 2 and 3.

             1.          Subtenant will provide containment inits cage wash area to prevent effluent based contaminant infiltration to thePhase 4 Sublease Premises.

             2.          Subtenant will install separate airhandling units and related ductwork for its air system to prevent airbornecontaminant infiltration to the Phase 4 Sublease Premises.

             3.          Subtenant will install double backflowprevention on the water system, and separate its domestic water lines fromthose serving the Phase 4 Sublease Premises.

             4.          Subtenant will cause its waste waterdisposal lines to be separated from the waste water disposal system serving thePhase 4 Sublease Premises until outside the Building.

             Theforegoing list does not address operational requirements of Subtenant.  Any additional utility requirements(including, without limitation, electric, gas, water and sewer) of Subtenantwhich is in excess of the current capacity of the Building applicable to theSublease Premises must be identified and addressed by Subtenant, at Subtenant'sexpense.

(B)        BuildingModifications.

             Thefollowing Building Modifications shall be made by Subtenant, at Subtenant'sexpense, except as otherwise provided below, to isolate Sublandlord’smanufacturing operation in the Phase 4 Sublease Premises from Subtenant’sanimal facilities.

             (1)         Initial Demising Work.  The initial demising work described below shallbe performed prior to date indicated for each element of the demising work.

                           (a)         First Floor Demising Wall.  Prior to commencement of demolition andconstruction of the Subtenant Improvements to the interior of the Phase 1, 2and 3 portions of the Sublease Premises, and in all events prior to theintroduction of laboratory animals to the Sublease Premises, Subtenant shallconstruct on the first floor of the Building a demising wall separating thePhase 1, 2 and 3 Sublease Premises from the Phase 4 Sublease Premises.  Such demising wall shall consist of fullheight parallel partitions from floor to underside of overhead deck, separatedby an air cavity which shall be operated at an air pressure which is less thanthat of the air pressure on each the opposing sides of the cavity.  Each of the parallel partitions shall becompletely sealed to prevent air leakage, and contain magnahelic air pressuregauges with alert monitoring for verifying proper air pressure in the aircavity.  The parallel partitions shallbe separated by enough space (approx. 24”) to allow for maintenance personnelto verify the integrity of the air cavity. The air system servicing the air cavity between the parallel partitionsshall be supported by Subtenant’s emergency back-up power, such that in theevent of power loss, the air cavity shall remain at an air pressure less thanthat of the Phase 4 Sublease Premises. Any electrical conduits or other penetrations between the parallelpartitions that pass from/to the Phase 1, 2 and 3 Sublease Premises to/from thePhase 4 Sublease Premises shall be sealed at the junction box or other point ofpenetration.

                           (b)        Second Floor Demising Wall.  On or before October 15, 2001, Subtenantshall construct on the second floor of the Sublease Premises a demising wallseparating the Phase 1, 2 and 3 portion of the Sublease Premises from the Phase4 Sublease Premises on the second floor. Such demising wall shall consist of standard office partition walls fromfloor to ceiling.  In demising thesecond floor office space, the contractor shall relocate lighting, switches,electrical outlets, HVAC, fire sprinkler and related Building Systems asnecessary to provide electrical service, balanced HVAC and life safety systemsto the Phase 4 Sublease Premises.

                           (c)         HVAC System. Prior to theintroduction of laboratory animals to the Phase 1 (but not as a condition toSublandlord's ability to tender possession of the Phase 1, 2 and 3 portions ofthe Sublease Premises), 2 or 3 portions of the Sublease Premises, the ventilationductwork serving Sublandlord’s clean room on the first floor of  the Phase4 Sublease Premises shall be isolated, headed-off, sealed and relocated as notto traverse through the Phase 1, 2 and 3 Sublease Premises on the first floor.

                           (d)        Loading Dock.  Prior to the introduction of laboratoryanimals to the Phase 1, 2 or 3 portions of the Sublease Premises (but not as acondition to Sublandlord's ability to tender possession of the Phase 1, 2 and 3portions of the Sublease Premises), Subtenant shall construct (i) a demisingwall dividing the loading dock into two approximately equal portions, (ii)floor to ceiling partition walls, with an enclosure and door, enclosing theloading dock serving the Phase 4 Sublease Premises, thus forming an airlock forshipping and receiving on the loading dock for the Phase 4 Sublease Premises,and (iii) if requested by Sublandlord, additional, reasonable lighting withinsuch loading dock enclosure.

             Theinitial demising work described above will be performed by Subtenant’sdesignated engineer and contractor, and coordinated with Subtenant’sconstruction of the Subtenant Improvements or other Alterations required bySubtenant, thus minimizing the issues of multiple engineers and contractors onsite.  The engineering and constructionshall be subject to review and approval by Sublandlord.  The cost of the initial demising workdescribed above will be equally shared by Subtenant and Sublandlord, withSublandlord’s total expenditure for the initial demising work not to exceed amaximum of $200,000.

             (2)         Potential Additional Demising Work.  For the purposes of assessing whetherexhaust contaminants from the HVAC system serving the Phase 1, 2 and 3 SubleasePremises can migrate to the HVAC air intake system serving the Phase 4 SubleasePremises, thereby affecting Sublandlord's sterile operations, Sublandlordagrees to conduct and commission at its own expense a wind-wake analysis.  The study will be conducted by Sublandlord’sdesignated engineer and reviewed by Subtenant’s engineer.  Should the outcome of the study indicatethat there is no impact of Subtenant’s exhaust on Sublandlord’s sterileoperations, then no additional demising work shall be required.  If on the other hand, the wind-wake studyindicates that there may be an impact to Sublandlord’s sterile operations, thenSublandlord and Subtenant agree that additional demising to Subtenant’s airexhaust system may be required. Sublandlord’s engineer will recommend the additional demisingrequirements, and Subtenant’s engineer and contractor shall perform thework.  Sublandlord and Subtenant willequally share the cost of the additional demising work, provided that suchdemising work is not or will not be otherwise required of Subtenant to complywith applicable law with respect to Subtenant's use of the Sublease Premises orin connection with Subtenant's Alterations to the Sublease Premises.  If such work is otherwise required byapplicable law, then it shall be performed at Subtenant's expense.

             (3)         Additional Provisions.

                           (a)         During the course of construction ofthe initial demising work described above, Subtenant will cause its contractorsto install temporary partitions, air filtration systems, and take other stepsto prevent the transmission of airborne contaminants, debris, and excessivenoise into the portions of the Building currently occupied by Sublandlord, andto provide security for Phase 4.  Suchprocedures shall continue to be employed after Sublandlord relocates to thePhase 4 portion of the Sublease Premises until completion of the above demisingwork.

                           (b)        All initial and additional demising workshall be done in accordance with specifications provided by Sublandlord andpursuant to plans prepared by Subtenant's architect.  Following completion of all demising engineering and constructionin accordance with the plans and specifications therefor, Subtenant shallassign to Sublandlord all warranties obtained from its architect, engineers andcontractors for such work.

                           (c)         All construction activities by Subtenantthat could affect Sublandlord's business and operations in the SubleasePremises must be coordinated and scheduled in advance to minimize the impact toSublandlord's operations.

                           (d)        All Subtenant Improvements and BuildingModifications shall be done using new materials of a quality and gradeconsistent with the existing improvements in the Building.  The surfaces of the first and second floordemising walls on the interior of the Phase 4 Premises shall be painted tomatch the painted surfaces of the existing walls within Phase 4.

                           (e)         Prior to commencing construction of theBuilding Modifications, Subtenant shall provide to Sublandlord a detailed, lineitem budget showing all costs anticipated to be incurred.  Such budget and cost management during thecourse of construction shall be maintained separate from the budget and costsassociated with the Subtenant Improvements. Sublandlord shall have the right to review the books, records, invoicesand related documentation pertaining to the Building Modifications and theircosts.

EXHIBITE

SCHEDULEOF TERMS

             ThisSchedule of Terms (the "Schedule") is executed and delivered byHeartport, Inc., a Delaware corporation, and Deltagen, Inc., a Delawarecorporation, in their capacities as Sublandlord and Subtenant, respectively,under that certain Sublease Agreement, dated as of July 10, 2001 for premiseslocated at 700 Bay Road, Redwood City, California (the"Sublease").  Capitalizedterms used in this Schedule without definition have the same meanings as aregiven to such terms in the Sublease.

Sublandlord and Subtenant agree asfollows:

1.          Therentable square footage of each Phase of the Sublease Premises is as follows:
Phase  1    Phase  2    Phase  3    Phase  4    
             Totalrentable square feet of Sublease Premises: 132,347.

2.          TheBase Rent for each Phase of the Sublease Premise is as follows:
 **Rate  Per R.S.F.** **Phase  1** **Phase  2** **Phase  3** Phase 1 Rent  Commencement Date through Month 4$1.75       Month 5 through  10/14/02$2.75       Phase 2 Rent  Commencement Date through 10/14/02$2.75       Phase 3 Rent  Commencement Date through 10/14/02$2.75       10/15/02 through  10/14/03$2.8325       10/15/03 through  10/14/04$2.9175       10/15/04 through 10/14/05$3.0050       10/15/05 through  10/14/06$3.0951       10/15/06 through  10/14/07$3.1880       10/15/07 through  10/14/08$3.2836       10/15/08 through  10/14/09$3.3822       10/15/09 through  07/14/10$3.4836       
Base Rent for Phase 4 shall be theproduct of the rentable square footage of Phase 4 and the Base Rent perrentable square foot in effect on the Phase 4 Rent Commencement Date.3.          Subtenant's ProportionateShare from and after the Commencement Date of each Phase of the SubleasePremises is as follows:**Commencement  Date:****Subtenant's Proportionate Share** Phase  1 Commencement Date%  Phase  2 Commencement Date%  Phase  3 Commencement Date%  Phase  4 Commencement Date100.0000% 
4.          Subtenant'sParking Allocation from and after the Commencement Date of each Phase of theSublease Premises is as follows:
**Commencement  Date:****Subtenant's Parking Allocation** Phase  1 Commencement Datespaces  Phase  2 Commencement Datespaces  Phase  3 Commencement Datespaces  Phase  4 Commencement Date436 spaces 
As amended by the terms of this Schedule,the Sublease shall remain in full force and effect in accordance with itsterms.

Sublandlord and Subtenant have causedthis Schedule to be executed and delivered by their respective duly authorizedofficers.
SUBLANDLORD: SUBTENANT:   HEARTPORT, INC., a Delaware corporation       DELTAGEN, INC., a Delaware corporation         By: By:    Name: Name:   Title: Title:   Date:                            , 2001 Date:                          ,  2001