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Exhibit 10.23
 LEASE
 BETWEEN
 MTV RESEARCH, LLC
 (LANDLORD)
 AND
 HANSEN MEDICAL, INC.
 (TENANT)




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TABLE OF CONTENTS
 PAGEARTICLE 1 TERM
    
    
    1ARTICLE 2 POSSESSION
    
    
    2ARTICLE 3 RENT
    
    
    3ARTICLE 4 RENTAL ADJUSTMENT
    
    
    4ARTICLE 5 SECURITY DEPOSIT
    
    
    9ARTICLE 6 USE
    
    
    10ARTICLE 7 NOTICES
    
    
    11ARTICLE 8 BROKERS
    
    
    11ARTICLE 9 HOLDING OVER; SURRENDER
    
    
    12ARTICLE 10 TAXES ON TENANTS PROPERTY
    
    
    12ARTICLE 11 CONDITION OF PREMISES
    
    
    13ARTICLE 12 ALTERATIONS
    
    
    13ARTICLE 13 REPAIRS
    
    
    15ARTICLE 14 LIENS
    
    
    17ARTICLE 15 ENTRY BY LANDLORD AND RESERVED RIGHTS OF LANDLORD
    
    
    17ARTICLE 16 UTILITIES AND SERVICES
    
    
    18ARTICLE 17 BANKRUPTCY
    
    
    18ARTICLE 18 INDEMNIFICATION
    
    
    19ARTICLE 19 DAMAGE TO TENANTS PROPERTY
    
    
    19ARTICLE 20 TENANTS INSURANCE
    
    
    20ARTICLE 21 DAMAGE OR DESTRUCTION
    
    
    21ARTICLE 22 EMINENT DOMAIN
    
    
    24ARTICLE 23 DEFAULTS AND REMEDIES
    
    
    25ARTICLE 24 ASSIGNMENT AND SUBLETTING
    
    
    28ARTICLE 25 SUBORDINATION; MORTGAGEE PROTECTION
    
    
    29ARTICLE 26 ESTOPPEL CERTIFICATE
    
    
    31ARTICLE 27 SIGNAGE
    
    
    31ARTICLE 28 RULES AND REGULATIONS
    
    
    32ARTICLE 29 CONFLICT OF LAWS
    
    
    32ARTICLE 30 SUCCESSORS AND ASSIGNS
    
    
    32ARTICLE 31 SURRENDER OF PREMISES
    
    
    32ARTICLE 32 ATTORNEYS FEES
    
    
    32ARTICLE 33 PERFORMANCE BY TENANT
    
    
    33ARTICLE 34 RIGHTS AND OPTIONS PERSONAL
    
    
    33ARTICLE 35 DEFINITION OF LANDLORD
    
    
    33ARTICLE 36 WAIVER
    
    
    34ARTICLE 37 IDENTIFICATION OF TENANT
    
    
    34ARTICLE 38 PARKING
    
    
    35ARTICLE 39 TERMS AND HEADINGS
    
    
    35ARTICLE 40 EXAMINATION OF LEASE
    
    
    35ARTICLE 41 TIME
    
    
    35




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TABLE OF CONTENTS
 ARTICLE 42 PRIOR AGREEMENT: AMENDMENTS
    
    
    35ARTICLE 43 SEPARABILITY
    
    
    35ARTICLE 44 RECORDING
    
    
    36ARTICLE 45 CONSENTS
    
    
    36ARTICLE 46 LIMITATION ON LIABILITY
    
    
    36ARTICLE 47 RIDERS
    
    
    37ARTICLE 48 EXHIBITS
    
    
    37ARTICLE 49 FINANCIAL INFORMATION
    
    
    37ARTICLE 50 OPTION TO RENEW
    
    
    37ARTICLE 51 HAZARDOUS MATERIALS
    
    
    40ARTICLE 52 COUNTERPARTS
    
    
    42ARTICLE 53 FORCE MAJEURE
    
    
    42ARTICLE 54 WAIVER OF RIGHT TO TRIAL BY JURY
    
    
    35ARTICLE 55 CONFIDENTIALITY
    
    
    36




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LIST OF EXHIBITS
 EXHIBIT A
    
    The PremisesEXHIBIT B
    
    Work LetterEXHIBIT C
    
    Signage CriteriaEXHIBIT D
    
    Rules and RegulationsEXHIBIT E
    
    Parking Rules and RegulationsEXHIBIT F
    
    Commencement Date MemorandumEXHIBIT G
    
    List of Hazardous MaterialsEXHIBIT H
    
    Landlords WorkEXHIBIT H-1
    
    Landlords Work for RoofEXHIBIT I
    
    Disclosure StatementEXHIBIT J
    
    Satellite AgreementEXHIBIT K
    
    Work Stoppage ProposalEXHIBIT L
    
    Indemnity and Reimbursement Agreement




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LEASE
  EXHIBIT A, EXHIBIT A.
  EXHIBIT H EXHIBIT K EXHIBIT H) EXHIBIT H-1 EXHIBIT L. EXHIBIT B
  ARTICLE 1
TERM
 Commencement Date and Delivery Date. EXHIBIT
B




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ARTICLE 2
POSSESSION
 Lease in Full Force and Effect.




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Acceptance by Tenant.
 ARTICLE 3
RENT
 Rent.
 Months of Term
    
    Base Rent/Per Month1-12
    
    $
    135,731.6513-24
    
    $
    139,803.6025 -36
    
    $
    143,997.7137 -48
    
    $
    148,317.6449-60
    
    $
    152,767.1761-72
    
    $
    157,350.1873-84
    
    $
    162,070.69




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Additional Rent.
 Late Charge and Interest. use
 ARTICLE 4
RENTAL ADJUSTMENT
 Rental Adjustment




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Direct Expenses.




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Payment of Direct Expenses.




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Obligation to Pay.
 Net, Net, Net Lease.
 Audit Right.




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ARTICLE 5
SECURITY DEPOSIT




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ARTICLE 6
USE




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ARTICLE 7
NOTICES
  ARTICLE 8
BROKERS




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ARTICLE 9
HOLDING OVER; SURRENDER
 Holding Over.
 Surrender.
 ARTICLE 10
TAXES ON TENANTS PROPERTY




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ARTICLE 11
CONDITION OF PREMISES
 EXHIBIT H
 ARTICLE 12
ALTERATIONS




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ARTICLE 13
REPAIRS
 Tenant.




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EXHIBIT D
 Landlord.




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ARTICLE 14
LIENS
  ARTICLE 15
ENTRY BY LANDLORD AND RESERVED RIGHTS OF LANDLORD




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ARTICLE 16
UTILITIES AND SERVICES
  ARTICLE 17
BANKRUPTCY




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ARTICLE 18
INDEMNIFICATION
  ARTICLE 19
DAMAGE TO TENANTS PROPERTY




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ARTICLE 20 TENANTS INSURANCE




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ARTICLE 21
DAMAGE OR DESTRUCTION
 Casualty.
 Less Than 90 Days.




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Greater Than 90 Days.
 Greater Than 180 Days.




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Casualty During the Last Year of the Lease Tenn.
 Uninsured Casualty.
 Waiver.




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ARTICLE 22
EMINENT DOMAIN
 Total Condemnation.
 Partial Condemnation.
 Award.
 Temporary Condemnation.




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ARTICLE 23
DEFAULTS AND REMEDIES
 Event of Default.




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Remedies.
 Termination.
 Repossession.
 Unpaid Rent/Sums Expended by Landlord.




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Continuation.
 Cumulative.




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ARTICLE 24
ASSIGNMENT AND SUBLETTING




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ARTICLE 25
SUBORDINATION; MORTGAGEE PROTECTION
 Subordination.




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Attornment.
 Mortgagee Protection.
 SNDA.




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ARTICLE 26
ESTOPPEL CERTIFICATE
        ARTICLE 27
SIGNAGE
 EXHIBIT C.




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ARTICLE 28
RULES AND REGULATIONS
 EXHIBIT D,
 ARTICLE 29
CONFLICT OF LAWS
  ARTICLE 30
SUCCESSORS AND ASSIGNS
  ARTICLE 31
SURRENDER OF PREMISES
  ARTICLE 32
ATTORNEYS FEES




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ARTICLE 33
PERFORMANCE BY TENANT
  ARTICLE 34
RIGHTS AND OPTIONS PERSONAL
   ARTICLE 35
DEFINITION OF LANDLORD




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ARTICLE 36
WAIVER
  ARTICLE 37
IDENTIFICATION OF TENANT




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ARTICLE 38
PARKING
 EXHIBIT E
 ARTICLE 39
TERMS AND HEADINGS
  ARTICLE 40
EXAMINATION OF LEASE
  ARTICLE 41
TIME
  ARTICLE 42
PRIOR AGREEMENT: AMENDMENTS
  ARTICLE 43
SEPARABILITY




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ARTICLE 44
RECORDING
  ARTICLE 45
CONSENTS
  ARTICLE 46
LIMITATION ON LIABILITY




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ARTICLE 47
RIDERS
  ARTICLE 48
EXHIBITS
  ARTICLE 49
FINANCIAL INFORMATION
  ARTICLE 50
OPTION TO RENEW




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ARTICLE 51
HAZARDOUS MATERIALS
 Exhibit I




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Exhibit I, Exhibit J,




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ARTICLE 52
COUNTERPARTS
  ARTICLE 53
FORCE MAJEURE
  ARTICLE 54
WAIVER OF RIGHT TO TRIAL BY JURY
 EACH PARTY TO THIS LEASE HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER WHETHER SUCH CLAIM, DEMAND, ACTION OR CAUSE OF
ACTION IS NOW EXISTING OR HEREAFTER ARISING, AND WHETHER SOUNDING IN CONTRACT OR TORT OR OTHERWISE;
AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM, DEMAND, ACTION OR CAUSE OF ACTION
SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS LEASE MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION WITH
ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE PARTIES HERETO TO THE WAIVER OF ANY RIGHT THEY
MIGHT OTHERWISE HAVE TO TRIAL BY JURY. NOTWITHSTANDING THE FOREGOING TO THE CONTRARY, IN THE EVENT
THAT THE JURY TRIAL WAIVER CONTAINED HEREIN SHALL BE HELD OR DEEMED TO BE UNENFORCEABLE, EACH PARTY
HERETO HEREBY




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EXPRESSLY AGREES TO SUBMIT TO JUDICIAL REFERENCE PURSUANT TO CALIFORNIA CODE OF CIVIL PROCEDURE
SECTIONS 638 THROUGH 645.1 ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING HEREUNDER FOR WHICH
A JURY TRIAL WOULD OTHERWISE BE APPLICABLE OR AVAILABLE. PURSUANT TO SUCH JUDICIAL REFERENCE, THE
PARTIES AGREE TO THE APPOINTMENT OF A SINGLE REFEREE AND SHALL USE THEIR BEST EFFORTS TO AGREE ON
THE SELECTION OF A REFEREE. IF THE PARTIES ARE UNABLE TO AGREE ON A SINGLE A REFEREE, A REFEREE
SHALL BE APPOINTED BY THE COURT UNDER CALIFORNIA CODE OF CIVIL PROCEDURE SECTIONS 638 AND 640 TO
HEAR ANY DISPUTES HEREUNDER IN LIEU OF ANY SUCH JURY TRIAL. THE PARTIES ACKNOWLEDGE AND AGREE THAT
THE APPOINTED REFEREE SHALL HAVE THE POWER TO DECIDE ALL ISSUES IN THE APPLICABLE ACTION OR
PROCEEDING, WHETHER OF FACT OR LAW, AND SHALL REPORT A STATEMENT OF DECISION THEREON; PROVIDED,
HOWEVER, THAT ANY MATTERS WHICH WOULD NOT OTHERWISE BE THE SUBJECT OF A JURY TRIAL WILL BE
UNAFFECTED BY THIS WAIVER AND THE AGREEMENTS CONTAINED HEREIN. THE PARTIES HERETO HEREBY AGREE THAT
THE PROVISIONS CONTAINED HEREIN HAVE BEEN FAIRLY NEGOTIATED ON AN ARMS-LENGTH BASIS, WITH BOTH
SIDES AGREEING TO THE SAME KNOWINGLY AND BEING AFFORDED THE OPPORTUNITY TO HAVE THEIR RESPECTIVE
LEGAL COUNSEL CONSENT TO THE MATTERS CONTAINED HEREIN. ANY PARTY TO THIS LEASE MAY FILE AN ORIGINAL
COUNTERPART OR A COPY OF THIS SECTION WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF THE
PARTIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY AND THE AGREEMENTS CONTAINED HEREIN
REGARDING THE APPLICATION OF JUDICIAL REFERENCE IN THE EVENT OF THE INVALIDITY OF SUCH JURY TRIAL
WAIVER.
 ARTICLE 55
CONFIDENTIALITY




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ARTICLE 56
SATELLITE DISH
 EXHIBIT J.




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/s/ Gary Restani
 President and COO
 /s/ Fred Moll
 CEO