exv10w1






Exhibit 10.1




AMENDED AND RESTATED LEASE




by and between




BMR-11388 SORRENTO VALLEY ROAD LLC,

a Delaware limited liability company




and




HALOZYME, INC.,

a California corporation








 









 








AMENDED AND RESTATED LEASE




     THIS AMENDED AND RESTATED LEASE (this “Lease”) is entered into effective as of the
10th day of June, 2011 (the “Execution Date”), by and between BMR-11388 SORRENTO VALLEY
ROAD LLC, a Delaware limited liability company (“Landlord”), and HALOZYME, INC., a California
corporation (“Tenant”).



RECITALS




     A. Landlord owns certain real property (the “Property”) and the improvements on the
Property located at 11388 Sorrento Valley Road, San Diego, California, including the building
located thereon (the “Building”); and



     B. Landlord (as successor-in-interest to BC Sorrento, LLC) and Tenant are parties to that
certain Standard Industrial Net Lease, dated July 23, 2007, as amended by that certain First
Amendment to Standard Industrial Net Lease, dated August 27, 2008 (as amended, the “Original
Lease”), pursuant to which Tenant has leased from Landlord certain premises (the “Premises”)
located in the Building; and



     C. Landlord wishes to continue to lease the Premises to Tenant, and Tenant wishes to continue
to lease the Premises from Landlord, all subject to and upon the revised terms and conditions set
forth, and agree that, as of the Execution Date, the Original Lease is hereby amended and restated
in its entirety by this Lease thereby superseding the Original Lease.



AGREEMENT




     NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained
herein and for other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, and intending to be legally bound, agree as follows:


1. Lease of Premises. Landlord hereby leases to Tenant, and Tenant hereby leases from
Landlord, the Premises (as shown on Exhibit A attached hereto) for use by Tenant in
accordance with the Permitted Use (as defined below). The Premises consist of all of the second
(2nd) floor of the Building, a portion of the first (1st) floor of the
Building and the non-exclusive use of a portion of the Utility Yard (as defined in Section
15.16 below), also as shown on Exhibit A attached hereto. The Property and all
landscaping, parking facilities, private drives and other improvements and appurtenances related
thereto, including the Building, are hereinafter collectively referred to as the “Project.” All
portions of the Project that are for the non-exclusive use of tenants of the Building, including
driveways, sidewalks, parking areas, landscaped areas, service corridors, stairways, elevators,
public restrooms and public lobbies, are hereinafter referred to as “Common Area.” Subject to
casualty, eminent domain and Articles 13 and 30, Tenant shall have access to the Premises
twenty-four (24) hours a day, seven (7) days a week.



2. Basic Lease Provisions. For convenience of the parties, certain basic provisions of
this Lease are set forth herein. The provisions set forth herein are subject to the remaining terms
and conditions of this Lease and are to be interpreted in light of such remaining terms and
conditions.




 









 





     2.1. This Lease shall take effect upon the Execution Date and, except as specifically
otherwise provided within this Lease, each of the provisions hereof shall be binding upon and
inure to the benefit of Landlord and Tenant from the date of execution and delivery hereof by all
parties hereto. Notwithstanding anything to the contrary contained in this Lease, the delivery of
this Lease by each party hereto to the other shall occur concurrently with, and as part of, the
consummation of the lease transaction contemplated by the Sorrento Plaza Lease (as defined in
Section 30.4(h) below).



     2.2. In the definitions below, each current Rentable Area (as defined below) is expressed in
rentable square footage. Rentable Area and “Tenant’s Pro Rata Share” are all subject to
adjustment as provided in this Lease.



	 	 	 
	 	 	Means the Following (As of the
	Definition
or
Provision	 	Execution Date)
	Approximate Rentable Area of Premises
	 	27,575 square feet
	Approximate Rentable Area of Project
	 	35,940 square feet
	Tenant’s Pro Rata Share of Project
	 	76.73%






     2.3.
Initial monthly and annual installments of Base Rent for the Premises
(“Base
Rent”) as of the Rent Commencement Date (as defined below):



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Base Rent per	 	 	 	 
	 	 	Square Feet of	 	Square Foot of	 	Monthly	 	Annual Base
	Dates	 	Rentable Area	 	Rentable Area	 	Base Rent	 	Rent
	6/1/2011-11/30/2011
	 	 	27,575	 	 	$0 monthly	 	$	0	 	 	$	0	 
	12/1/2011-12/31/2012
	 	 	27,575	 	 	$1.36 monthly	 	$	37,502.00	 	 	$	450,024.00	 
	1/1/2013-1/14/2014
	 	 	27,575	 	 	$2.35 monthly	 	$	64,801.25	 	 	$	777,615.00	 
	1/15/2014-1/14/2015
	 	 	27,575	 	 	$2.41 monthly	 	$	66,421.28	 	 	$	797,055.38	 
	1/15/2015-1/14/2016
	 	 	27,575	 	 	$2.47 monthly	 	$	68,081.81	 	 	$	816,981.76	 
	1/15/2016-1/14/2017
	 	 	27,575	 	 	$2.53 monthly	 	$	69,783.86	 	 	$	837,406.30	 
	1/15/2017-1/14/2018
	 	 	27,575	 	 	$2.59 monthly	 	$	71,528.46	 	 	$	858,341.46	 






2









 







     2.4. Original Term Commencement Date: September 1, 2008



     2.5. Term Expiration Date: January 14, 2018



     2.6. Security Deposit: $300,000.



     2.7. Permitted Use: Office and/or laboratory use, together with all research and
development in connection with such laboratory use and life sciences and biotechnology
manufacturing, in conformity with all federal, state, municipal and local laws, codes, ordinances,
rules and regulations of Governmental Authorities (as defined below), committees, associations, or
other regulatory committees, agencies or governing bodies having jurisdiction over the Premises,
the Building, the Property, the Project, Landlord or Tenant, including both statutory and common
law and hazardous waste rules and regulations (“Applicable
Laws”)



	 	 	 	 	 

	 

	 	2.8. Address for Rent Payment:
	 	BMR-11388 Sorrento Valley Road LLC

P.O. Box 511631

Los Angeles, California 90051-8186
	 
	 	 	 	 
	 

	 	2.9. Address for Notices to Landlord:
	 	BMR-11388 Sorrento Valley Road LLC

17190 Bernardo Center Drive

San Diego, California 92128 

Attn: Vice
President, Real Estate Counsel
	 
	 	 	 	 
	 

	 	2.10. Address for Notices to Tenant:
	 	Halozyme, Inc. 

11388 Sorrento Valley Road 

San Diego, California 92121






     2.11. Lease Guarantor: Halozyme Therapeutics, Inc., a Delaware corporation



     2.12. The following Exhibits are attached hereto and incorporated herein by reference:



	 	 	 	 

	 	Exhibit A
	 	Premises
	 	Exhibit B-1
	 	Tenant Work Letter
	 	Exhibit B-2
	 	Landlord Work Letter
	 	Exhibit C
	 	Landlord’s Work
	 	Exhibit D
	 	Form of Guaranty of Lease
	 	Exhibit E
	 	Form of Letter of Credit
	 	Exhibit F
	 	Rules and Regulations
	 	Exhibit G
	 	Intentionally Omitted
	 	Exhibit H
	 	Tenant’s Personal Property
	 	Exhibit I
	 	Form of Estoppel Certificate










3









 







3. Term. The actual term of this Lease (as the same may be extended pursuant to
Article 42 hereof, and as the same may be earlier terminated in accordance with this Lease,
the “Term”) commenced on September 1, 2008 (the “Original Commencement Date”) and will end
at 11:59 p.m. on January 14, 2018 (such date, the “Term Expiration Date”), subject to earlier
termination of this Lease as provided herein. TENANT HEREBY WAIVES THE
REQUIREMENTS OF SECTION 1933 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO
TIME.



4. Tenant Improvements.




     4.1. Tenant shall cause the work (the “Tenant Improvements”) described in the Tenant Work
Letter attached hereto as Exhibit B-1 (the “Tenant Work Letter”) to be constructed in the
Premises pursuant to the Tenant Work Letter at a cost to Landlord not to exceed Three Hundred
Thousand Dollars ($300,000); provided that such amount shall be reduced dollar-for-dollar by (a)
any tenant improvement allowance used by Landlord with respect to any tenant
improvements constructed by Landlord or Tenant with respect to the premises leased by Tenant from
Landlord’s affiliate, BMR-Sorrento Plaza LLC, located at 11404 and 11408 Sorrento Valley Road, San
Diego, California (the “Sorrento Plaza Premises”) and (b) any portion of such amount used
by Landlord with respect to any Tenant Improvements constructed by Landlord in the Premises as
provided for in the following sentence, so that in no event shall the tenant improvement allowance
for tenant improvements to be constructed by Landlord and Tenant with respect to the Premises and
the Sorrento Plaza Premises exceed Three Hundred Thousand Dollars ($300,000) in the aggregate
(collectively, such aggregate amount as appropriately reduced from time to time as such funds are
expended, the “TI Allowance”). Tenant may elect to have Landlord construct some or all of the
Tenant Improvements by providing Landlord with prior written notice, in which case Landlord shall
cause such Tenant Improvements (as detailed in such written notice) to be constructed in the
Premises pursuant to the Landlord Work Letter attached hereto as Exhibit B-2 (the “Landlord
Work Letter”) at a cost to Landlord not to exceed the TI Allowance. The TI Allowance may be applied
to the costs of (n) construction, (o) project management by Landlord (which fee shall equal two and
one-half percent (2.5%) of the cost of the Tenant Improvements, including the portion funded by the
TI Allowance), (p) space planning, architect, engineering and other related services performed by
third parties unaffiliated with Tenant, (q) building permits and other taxes, fees, charges and
levies by Governmental Authorities (as defined below) for permits or for inspections of the Tenant
Improvements, and (r) costs and expenses for labor, material, equipment and fixtures. In no
event shall the TI Allowance be used for (w) payments to Tenant or any affiliates of Tenant, (x)
the purchase of any furniture, personal property or other non-building system equipment, (y) costs
resulting from any default by Tenant of its obligations under this Lease or (z) costs that are
recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors).



     4.2. Tenant shall have until December 31, 2016 (the “TI Deadline”), subject to delays caused
by the Landlord and delays due to Force Majeure, to expend the unused portion of the TI Allowance,
after which date Landlord’s obligation to fund such costs shall expire.



     4.3. Landlord shall not be obligated to expend any portion of the TI Allowance until Landlord
shall have received from Tenant the applicable Work Letter executed by an authorized



4









 




officer of Tenant. In no event shall any unused TI Allowance entitle Tenant to a credit against
Rent payable under this Lease.




     4.4. In consideration for, and as an inducement to, Tenant entering into this Lease, within
five (5) business days after the Execution Date, Landlord shall also pay to Tenant the amount of
Ninety-Seven Thousand Seven Hundred Ninety-One Dollars and Seventeen Cents ($97,791.17), which sum
Tenant may use for constructing improvements within the Premises (subject to the terms and
conditions of this Lease) or for any other purpose in accordance with Applicable Laws, as
determined by Tenant in its sole discretion.


5. Condition of Premises.  Tenant acknowledges that neither Landlord nor any agent of
Landlord has made any representation or warranty with respect to the condition of the Premises, the
Building or the Project, or with respect to the suitability of the Premises, the Building or the
Project for the conduct of Tenant’s business. Tenant acknowledges that (a) Tenant is currently
occupying the Premises, is familiar with the condition of the Premises and agrees to take the same
in its condition “as is”  as of the Execution Date, subject to the provisions of this
Section 5, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises
for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except with
respect to (i) the Tenant Improvements to be funded by the TI Allowance and (ii) the improvements
to be performed by Landlord as more particularly described in Exhibit C attached hereto
(“Landlord’s Work”). The Landlord’s Work shall be completed at Landlord’s sole cost and expense
and the costs thereof shall not constitute Operating Expenses. Landlord shall complete
Landlord’s Work no later than December 31, 2011, subject to delays caused by the Tenant and delays
due to Force Majeure; provided that, if Landlord does not complete Landlord’s Work prior to
such date for any reason, then (x) this Lease shall not be void or voidable, (y) Landlord shall not
be liable to Tenant for any loss or damage resulting therefrom and (z) Tenant shall not be
responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined
below) until Landlord completes Landlord’s Work.



6. Rentable Area.




     6.1. The term “Rentable Area”  shall reflect such areas as reasonably calculated by Landlord’s
architect, as the same may be reasonably adjusted from time to time by Landlord in consultation
with Landlord’s architect to reflect changes to the Premises, the Building or the Project, as
applicable.



     6.2. The Rentable Area of the Building is generally determined by making separate calculations
of Rentable Area applicable to each floor within the Building and totaling the Rentable Area of all
floors within the Building. The Rentable Area of a floor is computed by measuring to the outside
finished surface of the permanent outer Building walls. The full area calculated as previously set
forth is included as Rentable Area, without deduction for columns and projections or vertical
penetrations, including stairs, elevator shafts, flues, pipe shafts, vertical ducts and the like,
as well as such items’ enclosing walls.



     6.3. The term “Rentable Area,”  when applied to the Premises, is that area equal to the usable
area of the Premises, plus an equitable allocation of Rentable Area within the Building that is not
then utilized or expected to be utilized as usable area, including that portion of the





5









 







Building devoted to corridors, equipment rooms, restrooms, elevator lobby, atrium and
mailroom.



7. Rent.




     7.1. Tenant shall pay to Landlord as Base Rent for the Premises, commencing on June 10, 2011
(the “Rent Commencement Date”), the sums set forth in Section 2.3. Base Rent shall be
paid in equal monthly installments as set forth in Section 2.3, each in advance on the
first day of each and every calendar month during the Term.



     7.2. In addition to Base Rent, commencing on the Rent Commencement Date, Tenant shall pay to
Landlord as additional rent (“Additional Rent”) at times hereinafter specified in this Lease (a)
Tenant’s Share (as defined below) of Operating Expenses (as defined below), (b) the Property
Management Fee (as defined below) and (c) any other amounts that Tenant assumes or agrees to pay
under the provisions of this Lease that are owed to Landlord, including any and all other sums that
may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the
agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice
and the lapse of any applicable cure periods.



     7.3. Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to
Landlord, without abatement, deduction or offset, in lawful money of the United States of America
at the office of Landlord as set forth in Section 2.8 or to such other person or at such
other place as Landlord may from time designate in writing. In the event the Term commences or
ends on a day other than the first day of a calendar month, then the Rent for such fraction of a
month shall be prorated for such period on the basis of a thirty (30) day month and shall be paid
at the then-current rate for such fractional month.



8. Operating Expenses.




     8.1. As used herein, the term “Operating Expenses” shall include:



          (a) Government impositions including property tax costs consisting of real and personal
property taxes and assessments, including amounts due under any improvement bond upon the Building
or the Project, including the parcel or parcels of real property upon which the Building and areas
serving the Building are located or assessments in lieu thereof imposed by any federal, state,
regional, local or municipal governmental authority, agency or subdivision (each, a
“Governmental Authority”) are levied; taxes on or measured by gross rentals received from
the rental of space in the Project; taxes based on the square footage of the Premises, the Building
or the Project, as well as any parking charges, utilities surcharges or any other costs levied,
assessed or imposed by, or at the direction of, or resulting from Applicable Laws or
interpretations thereof, promulgated by any Governmental Authority in connection with the use or
occupancy of the Project or the parking facilities serving the Project; taxes on this transaction
or any document to which Tenant is a party creating or transferring an interest in the Premises;
any fee for a business license to operate an office building; and any expenses, including the
reasonable cost of attorneys or experts, reasonably incurred by Landlord in seeking reduction by
the taxing authority of the applicable taxes, less tax refunds obtained as a result of an
application for review thereof. Operating Expenses shall not include any net income,



6









 






franchise, capital stock, estate or inheritance taxes, or taxes that are the personal
obligation of Tenant or of another tenant of the Project; and




          (b) All other costs of any kind paid or incurred by Landlord in connection with the operation
or maintenance of the Building and the Project, including costs of repairs and replacements to
improvements within the Project as appropriate to maintain the Project as required hereunder,
including costs of funding such reasonable reserves as Landlord, consistent with good business
practice, may establish to provide for future repairs and replacements; costs of utilities
furnished to the Common Areas; sewer fees; cable television; trash collection; cleaning, including
windows; heating; ventilation; air-conditioning; maintenance of landscaping and grounds;
maintenance of drives and parking areas; maintenance of the roof; security services and devices;
building supplies; maintenance or replacement of equipment utilized for operation and maintenance
of the Project; license, permit and inspection fees; sales, use and excise taxes on goods and
services purchased by Landlord in connection with the operation, maintenance or repair of the
Building or Project systems and equipment; telephone, postage, stationery supplies and other
expenses incurred in connection with the operation, maintenance or repair of the Project;
accounting, legal and other professional fees and expenses incurred in connection with the Project;
costs of furniture, draperies, carpeting, landscaping and other customary and ordinary items of
personal property provided by Landlord for use in Common Areas; Project office rent or rental value
for a commercially reasonable amount of space, to the extent an office used for Project operations
is maintained at the Project, plus customary expenses for such office; capital expenditures
(provided any such expenditures of $25,000 or more shall be amortized over their useful life in
accordance with generally acceptable accounting principles, as reasonably determined by Landlord;
provided, however, such capital expenditures shall not include items that do not reasonably serve
the Premises or the Building and Project, shall not include any improvement that results in
additional space from which Landlord may derive rental income, and shall not include the cost of
the Landlord’s Work); costs of complying with Applicable Laws (except to the extent such costs are
incurred to remedy non-compliance of the Common Areas as of the Original Commencement Date with
Applicable Laws); costs to keep the Project in compliance with, or fees otherwise required under,
any CC&Rs (as defined below); insurance premiums, including premiums for public liability, property
casualty, earthquake, terrorism and environmental coverages; portions of insured losses paid by
Landlord as part of the deductible portion of a loss pursuant to the terms of insurance policies;
service contracts; costs of services of independent contractors retained to do work of a nature
referenced above; and costs of compensation (including employment taxes and fringe benefits) of all
non-executive level persons who perform regular and recurring duties connected with the day-to-day
operation and maintenance of the Project, its equipment, the adjacent walks, landscaped areas,
drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners,
sweepers and handymen. Notwithstanding anything to the contrary contained in the foregoing, if,
pursuant to the terms of this Lease, Tenant performs any of the foregoing maintenance, repairs or
replacements in lieu of Landlord (i.e., janitorial, HVAC maintenance, including retaining a
qualified, first-class service company for a maintenance service contract, and replacement of
lighting tubes, lamps, bulbs and ballasts), such that Tenant directly bears the cost of such
expenses, such expenses shall not be included in Operating Expenses; provided, however, that if
such maintenance or repair is deemed by Landlord (at its reasonable discretion) to be
 unacceptable,
Landlord may perform such maintenance or repair and include such costs as Operating Expenses.




7









 





          Notwithstanding the foregoing, Operating Expenses shall not include any leasing commissions;
attorneys’ fees, costs, disbursements and other expenses incurred in connection with negotiations
or disputes with other tenants, or in connection with leasing space in the Project, including the
cost of tenant improvements or other rent concessions that Landlord provides to another tenant of
the Project and the cost of improving a particular rental space for occupancy by another tenant of
the Project; expenses of initial development and construction, including grading, paving,
landscaping and decorating (as distinguished from maintenance, repair and replacement of the
foregoing); legal expenses relating to other tenants; costs of repairs to the extent reimbursed by
payment of insurance proceeds received by Landlord; interest upon loans to Landlord or secured by a
mortgage or deed of trust covering the Project or a portion thereof (provided that interest
upon a government assessment or improvement bond payable in installments shall constitute an
Operating Expense under Subsection 8.1(a)); salaries and other compensation of executive
employees of Landlord above the grade of building manager; depreciation claimed by Landlord for tax
purposes (provided that this exclusion of depreciation is not intended to delete from
Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard
thereto that are provided for in Subsection 8.1(b)); and taxes that are excluded from
Operating Expenses by the last sentence of Subsection 8.1(a); the cost of any service sold to any
tenant (including Tenant) or other occupant for which Landlord is entitled to be reimbursed
separately as an additional charge or rental over and above the basic rent and escalations payable
under the lease with that tenant; any depreciation on the Building or Project; costs incurred due
to Landlord’s violation of any terms or conditions of this Lease or any other lease relating to the
Building or Project; overhead profit increments paid to Landlord’s subsidiaries or affiliates for
management or other services on or to the Building or for supplies or other materials to the extent
that the cost of the services, supplies, or materials exceeds the cost that would have been paid
had the services, supplies, or materials been provided by qualified, first-class unaffiliated
parties on a competitive basis; all rental and other payable due under any ground or underlying
lease, or any lease for any equipment ordinarily considered to be of a capital nature; any
compensation paid to clerks, attendants, or other persons in commercial concessions operated by
Landlord; advertising and promotional expenditures; any costs, fines, or penalties incurred due to
violations by Landlord of any governmental rule or authority; costs for sculpture, paintings, or
other objects of art (nor insurance thereon or extraordinary security in connection therewith); or
the costs of Hazardous Materials remediation of the Common Areas not arising out of any act or
omission of Tenant or any assignee or subtenant of Tenant, or any of their respective agents,
contractors, employees, licensees or invitees. To the extent that Tenant uses more than Tenant’s
Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord for such excess in
addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of Operating Expenses (such excess,
together with Tenant’s Pro Rata Share, “Tenant’s Share”).




     8.2. Tenant shall pay to Landlord on the first day of each calendar month of the Term, as
Additional Rent, (a) the Property Management Fee (as defined below) and (b) Landlord’s estimate of
Tenant’s Share of Operating Expenses with respect to the Building and the Project, as applicable,
for such month.



          (x) The
 “Property Management Fee” shall equal one and one-half percent (1.5%) of Base
Rent due from Tenant. Tenant shall pay the Property Management Fee in accordance with Section
8.2 with respect to the entire Term, including any extensions thereof or





8









 







any holdover periods, regardless of whether Tenant is obligated to pay Base Rent, Operating
Expenses or any other Rent with respect to any such period or portion thereof.




          (y) Within ninety (90) days after the conclusion of each calendar year (or such longer period
as may be reasonably required by Landlord), Landlord shall furnish to Tenant a statement showing
in reasonable detail the actual Operating Expenses and Tenant’s Share of Operating Expenses for
the previous calendar year. Any additional sum due from Tenant to Landlord shall be due and
payable within ten (10) days. If the amounts paid by Tenant pursuant to this Section exceed
Tenant’s Share of Operating Expenses for the previous calendar year, then Landlord shall credit
the difference against the Rent next due and owing from Tenant; provided that, if the
Lease term has expired, Landlord shall accompany said statement with payment for the amount of
such difference. Within ninety (90) days after Tenant’s receipt of the annual statement, Tenant
shall have the right to audit at Landlord’s local offices, at Tenant’s expense, Landlord’s
accounts and records relating to the Operating Expenses and Tenant’s Share of Operating Expenses;
provided, however, that such audit shall be completed within ninety (90) days from the date
Landlord provides Tenant with access to such accounts and records of Landlord. Such audit shall be
conducted by a certified public accountant approved by Landlord, which approval shall not be
unreasonably withheld. Notwithstanding the foregoing, no accountant whose compensation is
contingent in any way upon the existence of any, or the amount of any, discrepancy shall be
utilized for such audit. If such audit reveals that Landlord has overcharged Tenant, the amount
overcharged shall be paid to Tenant within thirty (30) days after the audit is concluded.




          (z) Any amount due under this Section for any period that is less than a full month shall be
prorated (based on a thirty (30)-day month) for such fractional month.




     8.3. Landlord may, from time to time, modify Landlord’s calculation and allocation procedures
for Operating Expenses, so long as such modifications produce Dollar results substantially
consistent with Landlord’s then-current practice at the Project and Landlord gives Tenant written
notice of any such modifications.



     8.4. Tenant shall be responsible for Operating Expenses attributable to the time period prior
to the Execution Date in accordance with the terms and conditions of the Original Lease. Tenant’s
responsibility for Tenant’s Share of Operating Expenses shall continue to the latest of (a) the
date of termination of the Lease or (b) the date Tenant has fully vacated the Premises. If
Landlord has not procured a replacement tenant by the date of termination of the Lease or the date
Tenant has fully vacated the Premises, whichever is later, then Landlord shall recover from Tenant
Tenant’s Share of Operating Expenses until such later date.



     8.5. Operating Expenses for the calendar year in which Tenant’s obligation to share therein
commences and for the calendar year in which such obligation ceases shall be prorated on a basis
reasonably determined by Landlord. Expenses such as taxes, assessments and insurance premiums
that are incurred for an extended time period shall be prorated based upon the time periods to
which they apply so that the amounts attributed to the Premises relate in a reasonable manner to
the time period wherein Tenant has an obligation to share in Operating Expenses.



9









 





     8.6. Within forty-five (45) business days after the end of each calendar month, Tenant shall
submit to Landlord an invoice, or, in the event an invoice is not available, an itemized list, of
all costs and expenses (otherwise constituting Operating Expenses) that (a) Tenant has incurred
(either internally or by employing third parties) during the prior month and (b) for which Tenant
reasonably believes it is entitled to reimbursements from Landlord pursuant to the terms of this
Lease or that Tenant reasonably believes is the responsibility of Landlord pursuant to this Lease;
provided, however, that in the event Tenant (either internally or by employing third
parties) desires to incur a cost or expense that would otherwise be Landlord’s responsibility under
this Lease, Tenant shall give prior written notice to Landlord before incurring such cost or
expense.



     8.7. In the event that the Building or Project is less than fully occupied, Tenant
acknowledges that Landlord may extrapolate Operating Expenses that vary depending on the occupancy
of the Building or Project, as applicable, by dividing (a) the total cost of Operating Expenses by
(b) the Rentable Area of the Building or Project (as applicable) that is occupied, then multiplying
(y) the resulting quotient by (z) ninety-five percent (95%) of the total Rentable Area of the
Building or Project (as applicable). Tenant shall pay Tenant’s Share of the product of (y) and
(z), subject to adjustment as reasonably determined by Landlord; provided, however, that
Landlord shall not recover more than one hundred percent (100%) of Operating Expenses actually
incurred by Landlord.



9. Taxes on Tenant’s Property.




     9.1. Tenant shall pay prior to delinquency any and all taxes levied against any personal
property or trade fixtures placed by Tenant in or about the Premises.



     9.2. If any such taxes on Tenant’s personal property or trade fixtures are levied against
Landlord or Landlord’s property or, if the assessed valuation of the Building, the Property or the
Project is increased by inclusion therein of a value attributable to Tenant’s personal property or
trade fixtures, and if Landlord, after written notice to Tenant, pays the taxes based upon any such
increase in the assessed value of the Building, the Property or the Project, then Tenant shall,
upon demand, repay to Landlord the taxes so paid by Landlord.



     9.3. If any improvements in or alterations to the Premises, whether owned by Landlord or
Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed
for real property tax purposes at a valuation higher than the valuation at which improvements
conforming to Landlord’s building standards (the “Building Standard”) in other spaces in the
Building are assessed, then the real property taxes and assessments levied against Landlord or the
Building, the Property or the Project by reason of such excess assessed valuation shall be deemed
to be taxes levied against personal property of Tenant and shall be governed by the provisions of
Section 9.2. Any such excess assessed valuation due to improvements in or alterations to
space in the Project leased by other tenants at the Project shall not be included in Operating
Expenses. If the records of the County Assessor are available and sufficiently detailed to serve as
a basis for determining whether said Tenant improvements or alterations are assessed at a higher
valuation than the Building Standard, then such records shall be binding on both Landlord and
Tenant.



10









 





10. Security Deposit.




     10.1. Landlord acknowledges receipt of the sum set forth in Section 2.6 or a letter of
credit in the amount of such sum (the “Security Deposit”), which sum shall be held by Landlord as
security for the faithful performance by Tenant of all of the terms, covenants and conditions of
this Lease to be kept and performed by Tenant during the period commencing on the Execution Date
and ending upon the expiration or termination of Tenant’s obligations under this Lease. If Tenant
defaults with respect to any provision of this Lease, including any provision relating to the
payment of Rent, then Landlord may (but shall not be required to) use, apply or retain all or any
part of the Security Deposit for the payment of any Rent or any other sum in default, or to
compensate Landlord for any other loss or damage that Landlord may suffer by reason of Tenant’s
default. If any portion of the Security Deposit is so used or applied, then Tenant shall, within
ten (10) days following demand therefor, deposit cash with Landlord in an amount sufficient to
restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a
material breach of this Lease. The provisions of this Article shall survive the expiration or
earlier termination of this Lease. TENANT HEREBY WAIVES THE REQUIREMENTS OF SECTION
1950.7 OF THE CALIFORNIA CIVIL CODE, AS THE SAME MAY BE AMENDED FROM TIME TO TIME.
Notwithstanding anything to the contrary contained in this Article 10, Landlord
acknowledges that it is presently in possession of a letter of credit issued by Silicon Valley Bank
(as LOC No. SVBSF005422) in the sum of $300,000 (the “SVB L/C Security”), and that such letter of
credit is acceptable (both as to the form of the letter of credit and the amount thereof) for
satisfying Tenant’s obligations under this Section 10.1; provided, however, that, in the
event Tenant obtains a new letter of credit to satisfy Tenant’s obligations pursuant to this
Section 10.1, Landlord reserves the right to require that Tenant obtain such letter of
credit in the form attached as Exhibit E to this Lease in accordance with the provisions of
Section 10.6 below.



     10.2. In the event of bankruptcy or other debtor-creditor proceedings against Tenant, the
Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due
Landlord for all periods prior to the filing of such proceedings.



     10.3. Landlord may deliver to any purchaser of Landlord’s interest in the Premises the funds
deposited hereunder by Tenant, and thereupon Landlord shall be discharged from any further
liability with respect to such deposit. This provision shall also apply to any subsequent
transfers.



     10.4. If Tenant shall fully and faithfully perform every provision of this Lease to be
performed by it, then the Security Deposit, or any balance thereof, shall be returned to Tenant
(or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30)
days after the expiration or earlier termination of this Lease.



     10.5. If the Security Deposit shall be in cash, Landlord shall hold the Security Deposit in an
account at a banking organization selected by Landlord; provided, however, that Landlord
shall not be required to maintain a separate account for the Security Deposit, but may intermingle
it with other funds of Landlord. Landlord shall be entitled to all interest and/or dividends, if
any, accruing on the Security Deposit. Landlord shall not be required to credit Tenant with any
interest for any period during which Landlord does not receive interest on the Security Deposit.



11









 





     10.6. The Security Deposit may be in the form of cash, a letter of credit or any other
security instrument acceptable to Landlord in its sole discretion. Tenant may at any time, except
when Tenant is in Default (as defined below), deliver a letter of credit (the “L/C Security”) as
the entire Security Deposit, as follows:



          (a) If Tenant elects to deliver L/C Security, then Tenant shall provide Landlord, and
maintain in full force and effect throughout the Term and until the date that is sixty (60) days
after the then-current Term Expiration Date, a letter of credit in the form of Exhibit E
(other than as provided in Section 10.1 above with respect to the SVB L/C Security) issued
by an issuer reasonably satisfactory to Landlord, in the amount of the Security Deposit, with an
initial term of at least one year. Landlord may require the L/C Security to be re-issued by a
different issuer at any time during the Term if Landlord reasonably believes that the issuing bank
of the L/C Security is or may soon become insolvent; provided, however, Landlord shall return the
existing L/C Security to the existing issuer immediately upon receipt of the substitute L/C
Security. If any issuer of the L/C Security shall become insolvent or placed into FDIC
receivership, then Tenant shall promptly deliver to Landlord (without the requirement of notice
from Landlord) substitute L/C Security issued by an issuer reasonably satisfactory to Landlord, and
otherwise conforming to the requirements set forth in this Article. As used herein with respect
to the issuer of the L/C Security, “insolvent” shall mean the determination of insolvency as made
by such issuer’s primary bank regulator (i.e., the state bank supervisor for state chartered banks;
the OCC or OTS, respectively, for federally chartered banks or thrifts; or the Federal Reserve for
its member banks). If, at the Term Expiration Date, any Rent remains uncalculated or unpaid,
then: (i) Landlord shall with reasonable diligence complete any necessary calculations; (ii)
Tenant shall extend the expiry date of such L/C Security from time to time as Landlord reasonably
requires; and (iii) in such extended period, Landlord shall not unreasonably refuse to consent to
an appropriate reduction of the L/C Security. Tenant shall reimburse Landlord’s out-of-pocket
legal costs not to exceed the sum of Two Thousand Five Hundred Dollars ($2,500) (as estimated
by Landlord’s counsel) in handling Landlord’s acceptance of L/C Security or its replacement or
extension.




          (b) If Tenant delivers to Landlord satisfactory L/C Security in place of the entire Security
Deposit, Landlord shall remit to Tenant any cash Security Deposit Landlord previously held.




          (c) Landlord may draw upon the L/C Security, and hold and apply the proceeds in the same
manner and for the same purposes as the Security Deposit, if: (i) an uncured Default (as defined
below) exists; (ii) as of the date forty-five (45) days before any L/C Security expires (even if
such scheduled expiry date is after the Term Expiration Date) Tenant has not delivered to Landlord
an amendment or replacement for such L/C Security, reasonably satisfactory to Landlord, extending
the expiry date to the earlier of (1) six (6) months after the then-current Term Expiration Date or
(2) the date one year after the then-current expiry date of the L/C Security; (iii) the L/C
Security provides for automatic renewals, Landlord asks the issuer to confirm the current L/C
Security expiry date, and the issuer fails to do so within ten (10) business days; (iv) Tenant
fails to pay (when and as Landlord reasonably requires) any bank charges for Landlord’s transfer of
the L/C Security; or (v) the issuer of the L/C Security ceases, or announces that it will cease, to
maintain an office in the city where Landlord may present drafts under the L/C Security (and fails
to permit drawing upon the L/C Security by overnight




12









 







courier or facsimile). This Section does not limit any other provisions of this Lease allowing
Landlord to draw the L/C Security under specified circumstances.




          (d) Tenant shall not seek to enjoin, prevent, or otherwise interfere with Landlord’s draw
under L/C Security, even if it violates this Lease. Tenant acknowledges that the only effect of a
wrongful draw would be to substitute a cash Security Deposit for L/C Security, causing Tenant no
legally recognizable damage. Landlord shall hold the proceeds of any draw in the same manner and
for the same purposes as a cash Security Deposit. In the event of a wrongful draw, the parties
shall cooperate to allow Tenant to post replacement L/C Security simultaneously with the return to
Tenant of the wrongfully drawn sums, and Landlord shall upon request confirm in writing to the
issuer of the L/C Security that Landlord’s draw was erroneous.




          (e) If Landlord transfers its interest in the Premises, then Tenant shall at Tenant’s expense,
within five (5) business days after receiving a request from Landlord, deliver (and, if the issuer
requires, Landlord shall consent to) an amendment to the L/C Security naming Landlord’s grantee as
substitute beneficiary. If the required Security Deposit changes while L/C Security is in force,
then Tenant shall deliver (and, if the issuer requires, Landlord shall consent to) a corresponding
amendment to the L/C Security.




          (f) Tenant shall have the right to replace the L/C Security with a cash Security Deposit, at
Tenant’s sole cost and expense. If Tenant delivers the cash Security Deposit to Landlord in place
of the L/C Security, Landlord shall promptly cancel or surrender the L/C Security. Tenant may
effect such substitutions on multiple occasions during the Term, provided Tenant shall not effect
such substitutions more than twice in any calendar year.




          (g) The Security Deposit may be reduced as of September 1, 2011 and September 1, 2012 (each a
“Reduction Date”), in each case, by Seventy-Five Thousand Dollars ($75,000), provided that (i)
during the twelve (12) month period prior to the Reduction Date, there has not been a monetary or
material non-monetary default by Tenant, (ii) no condition exists on the Reduction Date that, with
the passage of time or the giving of notice or both, would constitute a Default and (iii) the
verifiable net worth of Tenant on the Reduction Date, as determined with generally accepted
accounting principles consistently applied, is more than Twenty-Five Million Dollars ($25,000,000).
Notwithstanding anything to the contrary, the Security Deposit shall not be reduced below One
Hundred Fifty Thousand Dollars ($150,000).




11. Use.




     11.1. Tenant shall use the Premises for the purpose set forth in Section 2.7, and
shall not use the Premises, or permit or suffer the Premises to be used, for any other purpose
without Landlord’s prior written consent, which consent Landlord may withhold in its sole and
absolute discretion.



     11.2. Tenant shall not use or occupy the Premises in violation of Applicable Laws; zoning
ordinances; or the certificate of occupancy issued for the Building or the Project, and shall, upon
five (5) days’ written notice from Landlord, discontinue any use of the Premises that is declared
or claimed by any Governmental Authority having jurisdiction to be a violation of any of the above,
or that in Landlord’s reasonable opinion violated any of the above. Tenant shall



13









 




comply with any direction of any Governmental Authority having jurisdiction that shall, by reason
of the nature of Tenant’s use or occupancy of the Premises, impose any duty upon Tenant or
Landlord with respect to the Premises or with respect to the use or occupation thereof.
Notwithstanding the foregoing, Tenant shall not be obligated to comply with any declaration,
direction or other governmental rule or governmental action (a) whose application or validity is
being contested by Tenant diligently and in good faith by appropriate proceedings in accordance
with Applicable Laws if Tenant’s failure to comply therewith neither creates any risk of any
financial liability or criminal sanction against Landlord or the Premises, nor creates any risk of
damage to the Premises, nor creates any risk to Landlord’s title to or rights in the Premises, or
(b) compliance with which shall have been excused or exempted by a nonconforming use permit,
waiver, extension or forbearance exempting it from such declaration, direction or other
governmental rule or governmental action.




     11.3. Tenant shall not do or permit to be done anything that will invalidate or increase the
cost of any fire, environmental, extended coverage or any other insurance policy covering the
Building or the Project, and shall comply with all rules, orders, regulations and requirements of
the insurers of the Building and the Project, and Tenant shall promptly, upon demand, reimburse
Landlord for any additional premium charged for such policy by reason of Tenant’s failure to comply
with the provisions of this Article.



     11.4. Tenant shall keep all doors opening onto public corridors closed, except when in use for
ingress and egress.



     11.5. No additional locks or bolts of any kind shall be placed upon any of the doors or
windows by Tenant, nor shall any changes be made to existing locks or the mechanisms thereof
without Landlord’s prior written consent. Tenant shall, upon termination of this Lease, return to
Landlord all keys to offices and restrooms either furnished to or otherwise procured by Tenant. In
the event any key so furnished to Tenant is lost, Tenant shall pay to Landlord the cost of
replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem
it necessary to make such change.



     11.6. No awnings or other projections shall be attached to any outside wall of the Building
without prior written consent from Landlord. No curtains, blinds, shades or screens shall be
attached to or hung in, or used in connection with, any window or door of the Premises other than
Landlord’s standard window coverings without Landlord’s prior written approval, which approval
shall not be unreasonably withheld. Neither the interior nor exterior of any windows shall be
coated or otherwise sunscreened without Landlord’s prior written consent, which approval shall not
be unreasonably withheld, nor shall any bottles, parcels or other articles be placed on the
windowsills. No equipment, furniture or other items of personal property shall be placed on any
exterior balcony without Landlord’s prior written consent, which approval shall not be unreasonably
withheld.



     11.7. Tenant shall, at its sole cost and expense, have the right to install legally permitted
signage (“Signage”) at the Building, which Signage shall be subject to Landlord’s prior written
consent, which consent shall not be unreasonably withheld, conditioned or delayed. For any
Signage, Tenant shall, at Tenant’s own cost and expense, (a) acquire all permits for such Signage
in compliance with Applicable Laws and (b) design, fabricate, install and maintain such Signage



14









 




in a first-class condition. Tenant shall be responsible for reimbursing Landlord for costs incurred
by Landlord in removing any of Tenant’s Signage upon the expiration or earlier termination of the
Lease. Interior signs on doors and the directory tablet shall be inscribed, painted or affixed for
Tenant by Landlord at Tenant’s sole cost and expense, and shall be of a size, color and type and be
located in a place acceptable to Landlord. The directory tablet shall be provided exclusively for
the display of the name and location of tenants only. Tenant shall not place anything on the
exterior of the corridor walls or corridor doors other than Landlord’s standard lettering. At
Landlord’s option, Landlord may install any Tenant Signage, and Tenant shall pay all costs
associated with such installation within thirty (30) days after demand therefor. Notwithstanding
the foregoing, Landlord has observed, and hereby approves, all existing Signage (as of the
Execution Date). All future repairs and replacements to such existing Signage shall be (a)
consistent with the size, design and quality of the existing Signage, (b) in compliance with
Applicable Laws, (c) paid for at Tenant’s sole cost and expense and (d) subject to Landlord’s prior
written approval. In addition, subject to Landlord’s prior written approval, Tenant shall have the
right to incorporate its company logo and trademarks as part of the design of its Signage.




     11.8. Tenant shall only place equipment within the Premises with floor loading consistent with
the Building’s structural design without Landlord’s prior written approval, and such equipment
shall be placed in a location designed to carry the weight of such equipment.



     11.9. Tenant shall cause any equipment or machinery to be installed in the Premises so as to
reasonably prevent sounds or vibrations therefrom from extending into the Common Areas or other
offices in the Project.



     11.10. Tenant shall not (a) do or permit anything to be done in or about the Premises that
shall in any way obstruct or interfere with the rights of other tenants or occupants of the
Project, or injure or annoy them, (b) use or allow the Premises to be used for immoral, unlawful or
objectionable purposes, (c) cause, maintain or permit any nuisance or waste in, on or about the
Project or (d) take any other action that would in Landlord’s reasonable determination in any
manner adversely affect other tenants’ quiet use and enjoyment of their space or adversely impact
their ability to conduct business in a professional and suitable work environment.



     11.11. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible
for all liabilities, costs and expenses arising out of or in connection with the compliance of the
Premises with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., and any state and
local accessibility laws, codes, ordinances and rules (collectively, and together with regulations
promulgated pursuant thereto, the “ADA”), and Tenant shall indemnify, save, defend (at Landlord’s
option and with counsel reasonably acceptable to Landlord) and hold Landlord and its affiliates,
employees, agents and contractors; and any lender, mortgagee or beneficiary (each, a “Lender” and,
collectively with Landlord and its affiliates, employees, agents and contractors, the “Landlord
Indemnitees”) harmless from and against any demands, claims, liabilities, losses, costs, expenses,
actions, causes of action, damages or judgments, and all reasonable expenses (including reasonable
attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same
(collectively, “Claims”) arising out of any such failure of the Premises to comply with the ADA.
The provisions of this Section shall survive the expiration or earlier termination of this Lease.



15









 





12. Rules and Regulations, CC&Rs, Parking Facilities and Common Areas.




     12.1. Tenant shall have the non-exclusive right, in common with others, to use the Common
Areas, subject to the rules and regulations adopted by Landlord and attached hereto as Exhibit
F, together with such other reasonable and nondiscriminatory rules and regulations as are
hereafter promulgated by Landlord in its sole and absolute discretion (the “Rules and Regulations”). During the Term, except as may be reasonably necessary to comply with
Applicable Laws, Landlord shall not promulgate new rules and regulations that (a) have a material
adverse effect on Tenant’s Permitted Use of the Premises or (b) materially increase Tenant’s costs
under this lease, without Tenant’s prior written consent, which consent shall not be unreasonably
withheld, conditioned or delayed. Tenant shall faithfully observe and comply with the Rules and
Regulations. Landlord shall not be responsible to Tenant for the violation or non-performance by
any other tenant or any agent, employee or invitee thereof of any of the Rules and Regulations.



     12.2. This Lease is subject to any recorded covenants, conditions or restrictions on the
Project or Property (the “CC&Rs”), as the same may be amended, amended and restated, supplemented
or otherwise modified from time to time; provided that any such amendments, restatements,
supplements or modifications do not materially modify Tenant’s rights or obligations
hereunder. Tenant shall comply with the CC&Rs.



     12.3. Tenant shall have a non-exclusive, irrevocable license to use Tenant’s Pro Rata Share of
parking facilities serving the Building in common on an unreserved basis with other tenants of the
Building during the Term at no cost to Tenant.



     12.4. Tenant agrees not to unreasonably overburden the parking facilities and agrees to
cooperate with Landlord and other tenants in the use of the parking facilities. Landlord reserves
the right to determine that parking facilities are becoming overcrowded and to limit Tenant’s use
thereof to the number of parking spaces allocated to Tenant, as of the Original Commencement Date,
based on the square footage of this Lease (i.e., which allocated number of parking spaces was
ninety (90) parking spaces), provided that Tenant continues to occupy the entire Premises. In the
event Tenant decreases the Rentable Area in the Premises, Tenant shall only be entitled to its Pro
Rata Share of parking spaces. Tenant acknowledges that Tenant is currently using five (5) parking
spaces for the placement of storage containers and such spaces shall be counted toward the total
number of spaces allotted to Tenant in accordance with Sections 12.3 and 12.4. Upon
such determination, Landlord may reasonably allocate parking spaces among Tenant and other tenants
of the Building or the Project. Nothing in this Section, however, is intended to create an
affirmative duty on Landlord’s part to monitor parking.



     12.5. Landlord reserves the right to modify the Common Areas, including the right to add or
remove exterior and interior landscaping and to subdivide real property, in accordance with the
terms and conditions of this Lease. Tenant acknowledges that Landlord specifically reserves the
right to allow the exclusive use of corridors and restroom facilities located on specific floors to
one or more tenants occupying such floors; provided, however, that Tenant shall not be
deprived of the use of the corridors reasonably required to serve the Premises or of restroom
facilities serving the floor upon which the Premises are located.



16









 





     12.6. Landlord shall operate and maintain the Project in a first-class condition during
the Term.



13. Project Control by Landlord.




     13.1. Landlord reserves full control over the Building and the Project to the extent not
inconsistent with Tenant’s enjoyment of the Premises as provided by this Lease. This
reservation includes Landlord’s right to subdivide the Project; convert the Building to
condominium units; change the size of the Project by selling all or a portion of the Project or
adding real property and any improvements thereon to the Project; grant easements and licenses to
third parties; maintain or establish ownership of the Building separate from fee title to the
Property; make additions to or reconstruct portions of the Building and the Project; install, use,
maintain, repair, replace and relocate for service to the Premises and other parts of the Building
or the Project pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the
Premises, the Building or elsewhere at the Project; and alter or relocate any other Common Area or
facility, including private drives, lobbies and entrances. Landlord’s right pursuant to this
Section 13.1, including without limitation the rights to construct, maintain, relocate,
alter, improve, or adjust the Building or the Project shall be subject to the condition that (i)
the exercise of any of such rights shall not materially and adversely interfere with Tenant’s use
of the Premises or materially decrease the number of Tenant’s parking spaces, (ii) Landlord shall
provide reasonable prior notice to Tenant before exercising any such rights which may materially
and adversely interfere with Tenant’s, provided that such business is in accordance with the
Permitted Use, and (ii) Landlord shall use its reasonable efforts to minimize to the extent
possible any significant interference with Tenant’s business, provided that such business is in
accordance with the Permitted Use, including, when reasonable, scheduling such work after business
hours or on weekends.



     13.2. Possession of areas of the Premises necessary for utilities, services, safety and
operation of the Building is reserved to Landlord.



     13.3. Tenant shall, at Landlord’s request, promptly execute such further documents as may be
reasonably appropriate to assist Landlord in the performance of its obligations hereunder;
provided that Tenant need not execute any document that creates additional liability for
Tenant or that deprives Tenant of the quiet enjoyment and use of the Premises as provided for in
this Lease.



     13.4. Landlord may, at any and all reasonable times during non-business hours (or during
business hours if Tenant so requests), and upon twenty-four (24) hours’ prior notice
(provided that no time restrictions shall apply or advance notice be required if an
emergency necessitates immediate entry), enter the Premises to (a) inspect the same and to
determine whether Tenant is in compliance with its obligations hereunder, (b) supply any service
Landlord is required to provide hereunder, (c) show the Premises to prospective purchasers or
tenants during the final year of the Term, (d) post notices of nonresponsibility, (e) access the
telephone equipment, electrical substation and fire risers and (f) alter, improve or repair any
portion of the Building other than the Premises for which access to the Premises is reasonably
necessary. In connection with any such alteration, improvement or repair as described in
Subsection 14.4(f), Landlord may erect in the Premises or elsewhere in the Project
scaffolding and other structures



17









 




reasonably required for the alteration, improvement or repair work to be performed. In no event
shall Tenant’s Rent abate as a result of Landlord’s activities pursuant to this Section;
provided, however, that all such activities shall be conducted in such a manner so as to
cause as little interference to Tenant as is reasonably possible. Landlord shall at all times
retain a key with which to unlock all of the doors in the Premises. If an emergency necessitates
immediate access to the Premises, Landlord may use whatever force is necessary to enter the
Premises, and any such entry to the Premises shall not constitute a forcible or unlawful entry to
the Premises, a detainer of the Premises, or an eviction of Tenant from the Premises or any
portion thereof.



14. Quiet Enjoyment. So long as Tenant is not in default under this Lease, Landlord or
anyone acting through or under Landlord shall not disturb Tenant’s occupancy of the Premises,
except as permitted by this Lease.



15. Utilities and Services.




     15.1. Tenant shall pay for all water (including the cost to service, repair and replace
reverse osmosis, de-ionized and other treated water), gas, heat, light, power, telephone, internet
service, cable television, other telecommunications and other utilities supplied to the Premises,
together with any fees, surcharges and taxes thereon. If any such utility is not separately metered
to Tenant, Tenant shall pay Tenant’s Share of all charges of such utility jointly metered with
other premises as Additional Rent or, in the alternative, Landlord may, at its option, monitor the
usage of such utilities by Tenant and charge Tenant with the cost of purchasing, installing and
monitoring such metering equipment, which cost shall be paid by Tenant as Additional Rent. To the
extent that Tenant uses more than Tenant’s Pro Rata Share of any utilities, then Tenant shall pay
Landlord Tenant’s Share of Operating Expenses to reflect such excess. In the event that the
Building or Project is less than fully occupied, Tenant acknowledges that Landlord may extrapolate
utility usage that vary depending on the occupancy of the Building or Project, as applicable, by
dividing (a) the total cost of utility usage by (b) the Rentable Area of the Building or Project
(as applicable) that is occupied, then multiplying (y) the resulting quotient by (z) ninety-five
percent (95%) of the total Rentable Area of the Building or Project (as applicable). Tenant shall
pay Tenant’s Share of the product of (y) and (z), subject to adjustment based on actual usage as
reasonably determined by Landlord; provided, however, that Landlord shall not recover more
than one hundred percent (100%) of such utility costs.



     15.2. Landlord shall not be liable for, nor shall any eviction of Tenant result from, the
failure to furnish any utility or service, whether or not such failure is caused by accident;
breakage; repair; strike, lockout or other labor disturbance or labor dispute of any character; act
of terrorism; shortage of materials, which shortage is not unique to Landlord or Tenant, as the
case may be; governmental regulation, moratorium or other governmental action, inaction or delay;
or other causes beyond Landlord’s control (collectively, “Force Majeure”) or Landlord’s negligence.
In the event of such failure, Tenant shall not be entitled to termination of this Lease or any
abatement or reduction of Rent, nor shall Tenant be relieved from the operation of any covenant or
agreement of this Lease; provided, however, if such interruption is the result of Landlord’s gross
negligence or willful misconduct and continues for ten (10) consecutive business days, Tenant shall
be entitled to an abatement or reduction of rent proportionate to the portion of the Premises as to
which Tenant’s use is interrupted, to the extent such interruption persists.



18









 





     15.3. Tenant shall pay for, prior to delinquency of payment therefor, any utilities and
services that may be furnished to the Premises during or, if Tenant occupies the Premises after the
expiration or earlier termination of the Term, after the Term, beyond those utilities provided by
Landlord, including
telephone, internet
service, cable
television
and
other telecommunications, together with any fees, surcharges and taxes thereon.



     15.4. Tenant shall not, without Landlord’s prior written consent, use any device in the
Premises (including data processing machines) that will in any way (a) increase the amount of
ventilation, air exchange, gas, steam, electricity or water required or consumed in the Premises
based upon Tenant’s Pro Rata Share of the Building or Project (as applicable) beyond the existing
capacity of the Building or the Project usually furnished or supplied for the use set forth in
Section 2.7 or (b) exceed Tenant’s Pro Rata Share of the Building’s or Project’s (as
applicable) capacity to provide such utilities or services.



     15.5. If Tenant shall require utilities or services in excess of those usually furnished or
supplied for tenants in similar spaces in the Building or the Project by reason of Tenant’s
equipment or extended hours of business operations, then Tenant shall first procure Landlord’s
consent for the use thereof, which consent Landlord may condition upon the availability of such
excess utilities or services, and Tenant shall pay as Additional Rent an amount equal to the cost
of providing such excess utilities and services.



     15.6. Upon Landlord’s demand, utilities and services provided to the Premises that are
separately metered shall be paid by Tenant directly to the supplier of such utility or service.



     15.7. Landlord shall provide water in Common Areas for lavatory purposes only, which water
shall be from the local municipal or similar source; provided, however, that if Landlord
determines that Tenant requires, uses or consumes water for any purpose other than ordinary
lavatory purposes, Landlord may install a water meter and thereby measure Tenant’s water
consumption for all purposes. Tenant shall pay Landlord for the costs of such meter and the
installation thereof and, throughout the duration of Tenant’s occupancy of the Premises, Tenant
shall keep said meter and installation equipment in good working order and repair at Tenant’s sole
cost and expense. If Tenant fails to so maintain such meter and equipment, Landlord may repair or
replace the same and shall collect the costs therefor from Tenant. Tenant agrees to pay for water
consumed, as shown on said meter, as and when bills are rendered. If Tenant fails to timely make
such payments, Landlord may pay such charges and collect the same from Tenant. Any such costs or
expenses incurred, or payments made by Landlord for any of the reasons or purposes hereinabove
stated, shall be deemed to be Additional Rent payment by Tenant and collectible by Landlord as
such.



     15.8. Landlord reserves the right, upon reasonable, prior written notice to Tenant absent
exigent circumstances in which the giving of such notice is not reasonably possible, to stop
service of the elevator, plumbing, ventilation, air conditioning and electric systems, when
Landlord deems reasonably necessary, due to accident, emergency or the need to make repairs,
alterations or improvements, until such repairs, alterations or improvements shall have been
completed, and Landlord shall further have no responsibility or liability for failure to supply
elevator facilities, plumbing, ventilation, air conditioning or electric service when prevented
from doing so by Force Majeure or Landlord’s negligence; a failure by a third party to deliver




19











 




gas, oil or another suitable fuel supply; or Landlord’s inability by exercise of reasonable
diligence to obtain gas, oil or another suitable fuel. If any such repairs, alterations or
improvements might require or cause an interruption in electrical service to the Premises or any
portion thereof, Landlord will give to Tenant at least three (3) business days prior written
notice whenever practicable. Without limiting the foregoing, it is expressly understood and agreed
that any covenants on Landlord’s part to furnish any service pursuant to any of the terms,
covenants, conditions, provisions or agreements of this Lease, or to perform any act or thing for
the benefit of Tenant, shall not be deemed breached if Landlord is unable to furnish or perform
the same by virtue of Force Majeure or Landlord’s negligence.




     15.9. For the Premises, Tenant shall (a) maintain and operate the heating, ventilating and air
conditioning systems used for the Permitted Use only (“HVAC”) and (b) subject to clause (a) above,
furnish HVAC as reasonably required (except as this Lease otherwise provides) for reasonably
comfortable occupancy of the Premises twenty-four (24) hours a day, every day during the Term,
subject to casualty, eminent domain or as otherwise specified in this Article. Notwithstanding
anything to the contrary in this Section, Landlord shall have no liability, and Tenant shall have
no right or remedy, on account of any interruption or impairment in HVAC services. If requested
in writing by Landlord, Tenant shall provide Landlord copies of HVAC maintenance contracts and HVAC
maintenance reports on a quarterly basis. In the event Landlord determines that Tenant is not
properly maintaining the HVAC, Landlord may take over the responsibilities in (a) and (b) above.



     15.10. For any utilities serving the Premises for which Tenant is billed directly by such
utility provider, Tenant agrees to furnish to Landlord (a) any invoices or statements for such
utilities within thirty (30) days after Tenant’s receipt thereof and (b) within thirty (30) days
after Landlord’s request, any other utility usage information reasonably requested by Landlord.
Tenant shall retain records of utility usage at the Premises, including invoices and statements
from the utility provider, for at least sixty (60) months, or such other shorter period of time as
may be requested by Landlord. Tenant acknowledges that any utility information for the Premises,
the Building and the Project may be shared with third parties, including Landlord’s consultants and
Governmental Authorities. In the event that Tenant fails to comply with this Section, Tenant hereby
authorizes Landlord to collect utility usage information directly from the applicable utility
providers.



     15.11. Subject to the provisions of this Article, Landlord shall furnish the electric energy
that Tenant shall reasonably require in the Premises for the purposes permitted under this Lease.
Except for electric energy required to operate motors on the air handlers providing HVAC (the “HVAC
Electric”), such electric energy shall be furnished through a meter or meters and related equipment
installed, serviced, maintained, monitored and, as appropriate from time to time, upgraded by
Landlord, in each case at Tenant’s expense, measuring the amount of electric energy furnished to
the Premises. Tenant shall pay for electric energy (for which it is liable for payment under this
Article) in accordance with Sections 15.1 and 15.10 within ten (10) days after
receipt of any bills related thereto. The amount charged for electric energy furnished to the
Premises, excluding HVAC Electric, shall be one hundred percent (100%) of Landlord’s cost
(including those charges applicable to or computed on the basis of electric consumption, demand and
hours of use, any sales or other taxes regularly passed on to Landlord by such public utility
company, fuel rate adjustments and surcharges, weighted in each case to reflect differences in



20









 




consumption or demand applicable to each rate level). Tenant and its authorized representatives
may have access to such meter or meters (if any) on at least three (3) days’ prior notice to
Landlord for the purpose of verifying Landlord’s meter readings (if any). From time to time during
the Term, Landlord may, in its sole discretion, (a) install or eliminate such meters, (b) increase
or reduce the number of such meters, (c) vary the portions of the Premises that such meters serve
or (d) replace any or all of such meters.




     15.12. If, pursuant to Applicable Law, the charges to Tenant pursuant to Section 15.10 shall be reduced below that to which Landlord is entitled under such Section, the deficiency
shall be paid by Tenant within ten (10) days after being billed therefor as additional rent for the
use and maintenance of the electric distribution system of the Building.



     15.13. In no event shall Landlord be liable to Tenant for any failure or defect in the supply
or character of electric energy furnished to the Premises by reason of any requirement, act or
omission of the public utility serving the Project with electric energy, or for any other reason
not attributable to Landlord’s gross negligence or willful misconduct.



     15.14. Tenant, at its sole cost, shall furnish and install all replacement lighting tubes,
lamps, bulbs and ballasts required in the Premises.



     15.15. Tenant’s use of electric energy in the Premises shall not at any time exceed the
capacity of any of the electrical conductors and equipment in or otherwise serving the Premises. In
order to ensure that such capacity is not exceeded, and to avert a possible adverse effect upon the
Project’s distribution of electricity via the Project’s electric system, Tenant shall not, without
Landlord’s prior written consent in each instance (which consent Landlord may condition upon the
availability of electric energy in the Project as allocated by Landlord to various areas of the
Project) connect any fixtures, appliances or equipment (other than normal business machines) to the
Building’s or Project’s electric system or make any alterations or additions to the electric system
of the Premises existing on the date hereof. Should Landlord grant such consent, all additional
risers, distribution cables or other equipment required therefor shall be provided by Landlord and
the cost thereof shall be paid by Tenant to Landlord on demand (or, at Tenant’s option, shall be
provided by Tenant pursuant to plans and contractors approved by Landlord, and otherwise in
accordance with the provisions of this Lease). Landlord shall have the right to require Tenant to
pay sums on account of such cost prior to the installation of any such risers or equipment.



     15.16. Throughout the Term, Tenant shall have a non-exclusive license to a portion of the
Utility Yard as depicted on the attached Exhibit A (the “Utility Yard”), solely for the
purpose of installing, maintaining and operating thereon (all at Tenant’s sole cost) certain
equipment necessary for Tenant’s use of the Premises. Prior to the installation of any equipment
in the Utility Yard, Tenant shall provide to Landlord a detailed listing and description of the
equipment, together with a plat showing the proposed location thereof. Any equipment in the
Utility Yard shall not emit any noise, vibrations, fumes, or other substances, or would otherwise
cause any nuisance or disturbance to Landlord or any other tenant. The types and locations of the
equipment to be installed shall be subject to Landlord’s reasonable approval. Tenant shall
screen, fence or otherwise enclose Tenant’s approved equipment at its sole cost in accordance with
Applicable Laws and the reasonable requirements of Landlord. The portion of the Utility




21









 







Yard used by Tenant shall form a part of the Premises (except that such area shall not be included
for calculation of the square footage of the Premises) and shall be governed and subject to all of
the restrictions, indemnification obligations, use requirements and other terms and provisions of
the Lease applicable to the Premises. Under no circumstances shall Tenant install any underground
storage tanks or other equipment utilizing Hazardous Materials without Landlord’s prior written
consent, and otherwise on the terms and conditions set forth in Article 20. Tenant
acknowledges and agrees that a portion of the Utility Yard may be needed by other tenants of the
Building, and therefore agrees to reasonably cooperate with Landlord in allowing the use of and
access to the Utility Yard by such other tenants. Tenant additionally agrees to relocate,
consolidate or otherwise adjust its usage of the Utility Yard to accommodate the needs of Landlord
and other tenants of the Building from time to time upon reasonable notice from Landlord. Under no
circumstances shall Tenant’s use of the Utility Yard interfere with any operations of Landlord or
any other tenant of the Building or the Project.




16. Alterations.




     16.1. Tenant shall make no alterations, additions or improvements in or to the Premises or
engage in any construction, demolition, reconstruction, renovation, or other work (whether major or
minor) of any kind in, at, or serving the Premises (“Alterations”) without Landlord’s prior written
approval, which approval Landlord shall not unreasonably withhold; provided, however, that
in the event any proposed Alteration affects (a) any structural portions of the Building, including
exterior walls, roof, foundation, foundation systems (including barriers and subslab systems), or
core of the Building, (b) the exterior of the Building or (c) any Building systems, including
elevator, plumbing, air conditioning, heating, electrical, security, life safety and power, then
Landlord may withhold its approval with respect thereto in its sole and absolute discretion. Tenant
shall, in making any such Alterations, use only those architects, contractors, suppliers and
mechanics of which Landlord has given prior written approval, which approval shall be in Landlord’s
sole and absolute discretion. In seeking Landlord’s approval, Tenant shall provide Landlord, at
least fourteen (14) days in advance of any proposed construction, with plans, specifications, bid
proposals, certified stamped engineering drawings and calculations by Tenant’s engineer of record
or architect or record, (including connections to the Building’s structural system, modifications
to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or
tie-ins to life safety systems), work contracts, requests for laydown areas and such other
information concerning the nature and cost of the Alterations as Landlord may reasonably request.
In no event shall Tenant use or Landlord be required to approve any architects, consultants,
contractors, subcontractors or material suppliers that Landlord reasonably believes could cause
labor disharmony. Notwithstanding the foregoing, Tenant may make non-structural Alterations to the
Premises (“Cosmetic Changes”) upon at least ten (10) business days prior written notice to Landlord
and without Landlord’s prior consent; provided, however, that (i) the cost of such Cosmetic Changes
does not exceed Twenty-Five Thousand Dollars ($25,000) per occurrence or an aggregate amount of One
Hundred Thousand Dollars ($100,000) in any twelve (12) month period and (ii) such Cosmetic Changes
do not (A) require any structural or other substantial modifications to the Premises, (B) require
any changes to, or adversely affect, the Building systems, (C) affect the exterior of the Building
or (D) trigger any requirement under Applicable Laws that would require Landlord to make any
alteration or improvement to the Premises, the Building or the Project.



22









 





     16.2. Tenant shall not construct or permit to be constructed partitions or other
obstructions that might interfere with free access to mechanical installation or service facilities
of the Building or with other tenants’ components located within the Building, or interfere with
the moving of Landlord’s equipment to or from the enclosures containing such installations or
facilities.



     16.3. Tenant shall accomplish any work performed on the Premises or the Building in such a
manner as to permit any life safety systems to remain fully operable at all times.



     16.4. Any work performed on the Premises, the Building or the Project by Tenant or Tenant’s
contractors shall be done at such times and in such manner as Landlord may from time to time
reasonably designate. Tenant covenants and agrees that all work done by Tenant or Tenant’s
contractors shall be performed in full compliance with Applicable Laws. Within thirty (30) days
after completion of any Alterations, Tenant shall provide Landlord, to the extent applicable, with
complete “as-built” drawing print sets and electronic CADD files on disc (or files in such other
current format in common use as Landlord reasonably approves or requires) showing any changes in
the Premises. Without limiting the foregoing, Tenant shall be required to provide Landlord with
CADD drawings for all mechanical and electrical Alterations.



     16.5. Before commencing any Alterations or Tenant Improvements, Tenant shall give Landlord at
least fourteen (14) days’ prior written notice of the proposed commencement of such work and shall,
if required by Landlord, secure, at Tenant’s own cost and expense, a completion and lien indemnity
bond satisfactory to Landlord for said work.



     16.6. All Alterations, attached equipment, decorations, fixtures, movable laboratory casework
and related appliances, trade fixtures, additions and improvements, subject to Section
16.8, attached to or built into the Premises, made by either of the Parties, including all
floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures,
laboratory benches, exterior venting fume hoods and walk-in freezers and refrigerators,
ductwork, conduits, electrical panels and circuits, shall (unless, prior to such construction or
installation, Landlord elects otherwise) become the property of Landlord upon the expiration or
earlier termination of the Term. The Premises shall at all times remain the property of Landlord
and shall be surrendered to Landlord upon the expiration or earlier termination of this Lease. All
trade fixtures, equipment, Tenant Improvements, Alterations and Signage installed by or under
Tenant shall be the property of Landlord.



     16.7. Tenant shall repair any damage to the Premises caused by Tenant’s removal of any
property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord
as provided herein as if said space were otherwise occupied by Tenant. The provisions of this
Section shall survive the expiration or earlier termination of this Lease.



     16.8. Except as to those items listed on Exhibit H attached hereto, all business and
trade fixtures, machinery and equipment, built-in furniture and cabinets, together with all
additions and accessories thereto, installed in and upon the Premises shall be and remain the
property of Landlord and shall not be moved by Tenant at any time during the Term. If Tenant shall
fail to remove any of its effects from the Premises prior to termination of this Lease, then
Landlord may, at its option, remove the same in any manner that Landlord shall choose and store
said



23









 




effects without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay
Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord
may, at its sole option and without notice to Tenant, sell such property or any portion thereof at
private sale and without legal process for such price as Landlord may obtain and apply the
proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b)
any expenses incident to the removal, storage and sale of said personal property.




     16.9. Notwithstanding any other provision of this Article to the contrary, in no event shall
Tenant remove any improvement from the Premises as to which Landlord contributed payment, including
the Tenant Improvements, without Landlord’s prior written consent, which consent Landlord may
withhold in its sole and absolute discretion.



     16.10. Tenant shall pay to Landlord an amount equal to two and one-half percent (2.5%) of the
cost to Tenant of all changes installed by Tenant or its contractors or agents to cover Landlord’s
overhead and expenses for plan review, coordination, scheduling and supervision thereof. For
purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills, invoices and
statements covering the costs of such charges, accompanied by payment to Landlord of the fee set
forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by
Landlord by reason of faulty work done by Tenant or its contractors, or by reason of delays caused
by such work, or by reason of inadequate clean-up.



     16.11. Within sixty (60) days after final completion of the Tenant Improvements, to the extent
Tenant expends any amounts for such Tenant Improvements, or any other Alterations performed by
Tenant with respect to the Premises, Tenant shall submit to Landlord documentation
showing the amounts expended by Tenant with respect to such Tenant Improvements (or any other
Alterations performed by Tenant with respect to the Premises), together with supporting
documentation reasonably acceptable to Landlord.



     16.12. Tenant shall take, and shall cause its contractors to take, commercially reasonable
steps to protect the Premises during the performance of any Alterations, including covering or
temporarily removing any window coverings so as to guard against dust, debris or damage.



     16.13. Tenant shall require its contractors and subcontractors performing work on the Premises
to name Landlord and its affiliates and Lenders as additional insureds on their respective
insurance policies.



17. Repairs and Maintenance.




     17.1. Landlord shall repair and maintain the structural and exterior portions and Common Areas
of the Building and the Project, including roofing and covering (structure and membrane) materials;
foundations; exterior walls; plumbing; fire sprinkler systems (if any); heating, ventilating, air
conditioning systems; elevators; and electrical systems installed or furnished by Landlord.



     17.2. Except for services of Landlord, if any, required by Section 17.1, Tenant shall
at Tenant’s sole cost and expense maintain and keep the Premises and every part thereof in good
condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the
expiration or sooner termination of the Term, surrender the Premises to Landlord in as good a



24









 




condition as when received, ordinary wear and tear excepted; and shall, at Landlord’s request,
remove all telephone and data systems, wiring and equipment from the Premises, and repair any
damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel,
improve, repair, decorate or paint the Premises or any part thereof, other than as described in
Exhibit C.




     17.3. Landlord shall not be liable for any failure to make any repairs or to perform any
maintenance that is an obligation of Landlord unless such failure shall persist for an
unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or
maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make
repairs at Landlord’s expense.



     17.4. If any excavation shall be made upon land adjacent to or under the Building, or shall be
authorized to be made, Tenant shall afford to the person causing or authorized to cause such
excavation, license to enter the Premises for the purpose of performing such work as said person
shall deem necessary or desirable to preserve and protect the Building from injury or damage and to
support the same by proper foundations, without any claim for damages or liability against Landlord
and without reducing or otherwise affecting Tenant’s obligations under this Lease to the extent
Tenant’s Permitted Use of the Premises is not materially disrupted.



     17.5. This Article relates to repairs and maintenance arising in the ordinary course of
operation of the Building and the Project. In the event of a casualty described in Article
23, Article 23 shall apply in lieu of this Article. In the event of eminent domain,
Article 24 shall apply in lieu of this Article.



     17.6. Costs incurred by Landlord pursuant to this Article shall constitute Operating Expenses,
unless such costs are incurred due in whole or in part to any act, neglect, fault or omissions of
Tenant or its employees, agents, contractors or invitees, in which case Tenant shall pay to
Landlord the cost of such repairs and maintenance.



18. Liens.




     18.1. Subject to the immediately succeeding sentence, Tenant shall keep the Premises, the
Building and the Project free from any liens arising out of work performed, materials furnished or
obligations incurred by Tenant. Tenant further covenants and agrees that any mechanic’s lien
filed against the Premises, the Building or the Project for work claimed to have been done for, or
materials claimed to have been furnished to, shall be discharged or bonded by Tenant within ten
(10) days after the filing thereof, at Tenant’s sole cost and expense.



     18.2. Should Tenant fail to discharge or bond against any lien of the nature described in
Section 18.1, Landlord may, at Landlord’s election, pay such claim or post a bond or
otherwise provide security to eliminate the lien as a claim against title, and Tenant shall
immediately reimburse Landlord for the costs thereof as Additional Rent. Tenant shall indemnify,
save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord) and hold the
Landlord Indemnitees harmless from and against any Claims arising from any such liens, including
any administrative, court or other legal proceedings related to such liens.



25









 





     18.3. In the event that Tenant leases or finances the acquisition of office equipment,
furnishings or other personal property of a removable nature utilized by Tenant in the operation
of Tenant’s business, Tenant warrants that any Uniform Commercial Code financing statement shall,
upon its face or by exhibit thereto, indicate that such financing statement is applicable only to
removable personal property of Tenant located within the Premises. In no event shall the address
of the Premises, the Building or the Project be furnished on a financing statement without
qualifying language as to applicability of the lien only to removable personal property located in
an identified suite leased by Tenant. Should any holder of a financing statement record or place
of record a financing statement that appears to constitute a lien against any interest of Landlord
or against equipment that may be located other than within an identified suite leased by Tenant,
Tenant shall, within ten (10) days after filing such financing statement, cause (a) a copy of the
Lender security agreement or other documents to which the financing statement pertains to be
furnished to Landlord to facilitate Landlord’s ability to demonstrate that the lien of such
financing statement is not applicable to Landlord’s interest and (b) Tenant’s Lender to amend such
financing statement and any other documents of record to clarify that any liens imposed thereby
are not applicable to any interest of Landlord in the Premises, the Building or the Project.



19. Estoppel Certificate. Either Landlord or Tenant shall, within fifteen (15) days of
receipt of written notice from the other, execute, acknowledge and deliver a statement in writing
substantially in the form attached to this Lease as Exhibit I (as the same may be modified
to reflect Landlord as the signing party), or on any other form reasonably requested by a proposed
Lender or purchaser, (a) certifying that this Lease is unmodified and in full force and effect (or,
if modified, stating the nature of such modification and certifying that this Lease as so modified
is in full force and effect) and the dates to which rental and other charges are paid in advance,
if any, (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on the
part of Landlord hereunder, or specifying such defaults if any are claimed, and (c) setting forth
such further information with respect to this Lease or the Premises as may be requested thereon.
Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any
portion of the real property of which the Premises are a part. Tenant’s failure to deliver such
statement within such the prescribed time shall, at Landlord’s option, constitute a Default (as
defined below) under this Lease, and, in any event, shall be binding upon Tenant that the Lease is
in full force and effect and without modification except as may be represented by Landlord in any
certificate prepared by Landlord and delivered to Tenant for execution.



20. Hazardous Materials.




     20.1. Tenant shall not cause or permit any Hazardous Materials (as defined below) to be
brought upon, kept or used in or about the Premises, the Building or the Project in violation of
Applicable Laws by Tenant or its employees, agents, contractors or invitees. If Tenant breaches
such obligation, or if the presence of Hazardous Materials as a result of such a breach results in
contamination of the Project, any portion thereof, or any adjacent property, or if contamination of
the Project, any portion thereof, or any adjacent property by Hazardous Materials otherwise occurs
during the Term or any extension or renewal hereof or holding over hereunder, then Tenant shall
indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord)
and hold the Landlord Indemnitees harmless from and against any and all Claims, including (a)
diminution in value of the Project or any portion thereof, (b) damages



26









 




for the loss or restriction on use of rentable or usable space or of any amenity of the Project,
(c) damages arising from any adverse impact on marketing of space in the Project or any portion
thereof and (d) sums paid in settlement of Claims that arise during or after the Term as a result
of such breach or contamination. This indemnification by Tenant includes costs incurred in
connection with any investigation of site conditions or any clean-up, remedial, removal or
restoration work required by any Governmental Authority because of Hazardous Materials present in
the air, soil or groundwater above, on or under or about the Project. Without limiting the
foregoing, if the presence of any Hazardous Materials in, on, under or about the Project, any
portion thereof or any adjacent property caused or permitted by Tenant results in any
contamination of the Project, any portion thereof or any adjacent property, then Tenant shall
promptly take all actions at its sole cost and expense as are necessary to return the Project, any
portion thereof or any adjacent property to its respective condition existing prior to the time of
such contamination or as close thereto as is commercially, reasonably practicable under the
circumstances; provided that Landlord’s written approval of such action shall first be
obtained, which approval Landlord shall not unreasonably withhold; and provided, further,
that it shall be reasonable for Landlord to withhold its consent if such actions could have a
material adverse long-term or short-term effect on the Project, any portion thereof or any
adjacent property.




     20.2. Landlord acknowledges that it is not the intent of this Article to prohibit Tenant from
operating its business for the Permitted Use. Tenant may operate its business according to the
custom of Tenant’s industry so long as the use or presence of Hazardous Materials is strictly and
properly monitored in accordance with Applicable Laws. As a material inducement to Landlord to
allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver
to Landlord prior to the Execution Date a list identifying each type of Hazardous Material to be
present at the Project and setting forth any and all governmental approvals or permits required in
connection with the presence of such Hazardous Material at the Project (the “Hazardous Materials
List”). Tenant shall deliver to Landlord an updated Hazardous Materials List on or prior to each
annual anniversary of the Execution Date and shall also deliver an updated Hazardous Materials List
before any new Hazardous Materials are brought to the Project. Tenant shall deliver to Landlord
true and correct copies of the following documents (hereinafter referred to as the “Documents”)
relating to the handling, storage, disposal and emission of Hazardous Materials prior to the
Execution Date or, if unavailable at that time, concurrently with the receipt from or submission to
any Governmental Authority: permits; approvals; reports and correspondence; storage and
management plans; notices of violations of Applicable Laws; plans relating to the installation of
any storage tanks to be installed in, on, under or about the Project (provided that
installation of storage tanks shall only be permitted after Landlord has given Tenant its written
consent to do so, which consent Landlord may withhold in its sole and absolute discretion); and all
closure plans or any other documents required by any and all Governmental Authorities for any
storage tanks installed in, on, under or about the Project for the closure of any such storage
tanks. Tenant shall not be required, however, to provide Landlord with any portion of the
Documents containing information of a proprietary nature, which Documents, in and of themselves, do
not contain a reference to any Hazardous Materials or activities related to Hazardous Materials.



     20.3. [Intentionally Omitted]



27









 





     20.4. At any time, and from time to time, prior to the expiration of the Term, Landlord shall
have the right to conduct appropriate tests of the Project or any portion thereof to demonstrate
that Hazardous Materials are present or that contamination has occurred due to Tenant or Tenant’s
employees, agents, contractors or invitees. Tenant shall pay all reasonable costs of such tests
if such tests reveal that Hazardous Materials exist at the Project in violation of this Lease.



     20.5. If underground or other storage tanks storing Hazardous Materials are located on the
Premises or are hereafter placed on the Premises by any party, Tenant shall monitor the storage
tanks, maintain appropriate records, implement reporting procedures, properly close any underground
storage tanks, and take or cause to be taken all other steps necessary or required under the
Applicable Laws.



     20.6. Tenant shall promptly report to Landlord any actual or suspected presence of mold or
water intrusion at the Premises.



     20.7. Tenant’s obligations under this Article shall survive the expiration or earlier
termination of the Lease. During any period of time needed by Tenant or Landlord after the
termination of this Lease to complete the removal from the Premises of any such Hazardous
Materials, Tenant shall be deemed a holdover tenant and subject to the provisions of Article 26
below.



     20.8. As used herein, the term “Hazardous Material(s)” means any hazardous or toxic
substance(s), material(s) or waste(s) that is or becomes regulated by any Governmental Authority.



     20.9. Notwithstanding anything to the contrary in this Lease, Landlord shall have sole control
over the equitable allocation of fire control areas (as defined in the Uniform Building Code as
adopted by the city or municipality(ies) in which the Project is located (the “UBC”)) within the
Project for the storage of Hazardous Materials. Notwithstanding anything to the contrary in this
Lease, the quantity of Hazardous Materials allowed by this Section 20.9 is specific to
Tenant and shall not run with the Lease in the event of a Transfer (as defined in Article 28). In the event of a Transfer, if the use of Hazardous Materials by such new tenant (“New
Tenant”) is such that New Tenant utilizes fire control areas in the Project in excess of New
Tenant’s Pro Rata Share of the Building or the Project, as applicable, then New Tenant shall, at
its sole cost and expense and upon Landlord’s written request, establish and maintain a separate
area of the Premises classified by the UBC as an “H” occupancy area for the use and storage of
Hazardous Materials, or take such other action as is necessary to ensure that its share of the fire
control areas of the Building and the Project is not greater than New Tenant’s Pro Rata Share of
the Building or the Project, as applicable.


21. Odors and Exhaust. Tenant acknowledges that Landlord would not enter into this Lease
with Tenant unless Tenant assured Landlord that under no circumstances will any other occupants of
the Building or the Project (including persons legally present in any outdoor areas of the
Project) be subjected to odors or fumes (whether or not noxious), and that the Building and the
Project will not be damaged by any exhaust, in each case from Tenant’s operations. Landlord and
Tenant therefore agree as follows:







28









 








     21.1. Tenant shall not cause or permit (or conduct any activities that would cause) any
release of any odors or fumes of any kind from the Premises. Currently, to Landlord’s actual
knowledge, but without investigation, Tenant is not releasing any odors or fumes from the Premises
in violation of this Section.



     21.2. If the Building has a ventilation system that, in Landlord’s judgment, is adequate,
suitable, and appropriate to vent the Premises in a manner that does not release odors affecting
any indoor or outdoor part of the Project, Tenant shall vent the Premises through such system. If
Landlord at any time determines that any existing ventilation system is inadequate, or if no
ventilation system exists, Tenant shall in compliance with Applicable Laws vent all fumes and odors
from the Premises (and remove odors from Tenant’s exhaust stream) as Landlord requires. The
placement and configuration of all ventilation exhaust pipes, louvers and other equipment shall be
subject to Landlord’s approval. Tenant acknowledges Landlord’s legitimate desire to maintain the
Project (indoor and outdoor areas) in an odor-free manner, and Landlord may require Tenant to abate
and remove all odors in a manner that goes beyond the requirements of Applicable Laws.



     21.3. Tenant shall, at Tenant’s sole cost and expense, provide odor eliminators and other
devices (such as filters, air cleaners, scrubbers and whatever other equipment may in Landlord’s
judgment be necessary or appropriate from time to time) to completely remove, eliminate and abate
any odors, fumes or other substances in Tenant’s exhaust stream that, in Landlord’s judgment,
emanate from Tenant’s Premises. Any work Tenant performs under this Section shall constitute
Alterations.



     21.4. Tenant’s responsibility to remove, eliminate and abate odors, fumes and exhaust shall
continue throughout the Term. Landlord’s approval of the Tenant Improvements shall not preclude
Landlord from requiring additional measures to eliminate odors, fumes and other adverse impacts
of Tenant’s exhaust stream (as Landlord may designate in Landlord’s discretion). Tenant
shall install additional equipment as Landlord requires from time to time under the preceding
sentence. Such installations shall constitute Alterations.



     21.5. If Tenant fails to install satisfactory odor control equipment within ten (10) business
days after Landlord’s demand made at any time, then Landlord may, without limiting Landlord’s other
rights and remedies, require Tenant to cease and suspend any operations in the Premises that, in
Landlord’s determination, cause odors, fumes or exhaust. For example, if Landlord determines that
Tenant’s production of a certain type of product causes odors, fumes or exhaust, and Tenant does
not install satisfactory odor control equipment within ten (10) business days after Landlord’s
request, then Landlord may require Tenant to stop producing such type of product in the Premises
unless and until Tenant has installed odor control equipment satisfactory to Landlord.



22. Insurance; Waiver of Subrogation.




     22.1. Landlord shall maintain insurance for the Building and the Project in amounts equal to
full replacement cost (exclusive of the costs of excavation, foundations and footings, and without
reference to depreciation taken by Landlord upon its books or tax returns) or such lesser coverage
as Landlord may elect, provided that such coverage shall not be less than ninety



29









 




percent (90%) of such full replacement cost or the amount of such insurance Landlord’s Lender, if
any, requires Landlord to maintain, providing protection against any peril generally included
within the classification “Fire and Extended Coverage,” together with insurance against sprinkler
damage (if applicable), vandalism and malicious mischief. Landlord, subject to availability
thereof, shall further insure, if Landlord deems it appropriate, coverage against flood,
environmental hazard, earthquake, loss or failure of building equipment, rental loss during the
period of repairs or rebuilding, workmen’s compensation insurance and fidelity bonds for employees
employed to perform services. Notwithstanding the foregoing, Landlord may, but shall not be deemed
required to, provide insurance for any improvements installed by Tenant or that are in addition to
the standard improvements customarily furnished by Landlord, without regard to whether or not such
are made a part of or are affixed to the Building.




     22.2. In addition, Landlord shall carry public liability insurance with a single limit of not
less than One Million Dollars ($1,000,000) for death or bodily injury, or property damage with
respect to the Project.



     22.3. Tenant shall, at its own cost and expense, procure and maintain in effect, beginning on
the Execution Date and continuing throughout the Term (and occupancy by Tenant, if any, after
termination of this Lease) commercial general liability insurance with limits of not less than Five
Million Dollars ($5,000,000) per occurrence for death or bodily injury and for property damage with
respect to the Premises (including $100,000 fire legal liability (each loss)).



     22.4. The insurance required to be purchased and maintained by Tenant pursuant to this Lease
shall name Landlord, BioMed Realty, L.P., BioMed Realty Trust, Inc. and their respective officers,
directors, employees, agents, general partners, members, subsidiaries, affiliates and Lenders
(“Landlord Parties”) as additional insureds. Said insurance shall be with companies authorized to
do business in the state in which the Project is located and having a rating of not less than
policyholder rating of A and financial category rating of at least Class XII in “Best’s Insurance
Guide.” Tenant shall obtain for Landlord from the insurance companies or cause the insurance
companies to furnish certificates of coverage to Landlord. No such policy shall be cancelable or
subject to reduction of coverage or other modification or cancellation except after thirty (30)
days’ prior written notice to Landlord from the insurer (except
in the event of non-payment of
premium, in which case ten (10) days written notice shall be given). All such policies shall be
written as primary policies, not contributing with and not in excess of the coverage that Landlord
may carry. Tenant’s policy may be a “blanket policy” that specifically provides that the amount of
insurance shall not be prejudiced by other losses covered by the policy. Tenant shall, at least
twenty (20) days prior to the expiration of such policies, furnish Landlord with renewals or
binders. Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may
(but shall not be required to) procure said insurance on Tenant’s behalf and at its cost to be paid
by Tenant as Additional Rent.



     22.5. Tenant assumes the risk of damage to any fixtures, goods, inventory,
merchandise, equipment and leasehold improvements, and Landlord shall not be liable for injury to
Tenant’s business or any loss of income therefrom, relative to such damage, all as more
particularly set forth within this Lease. Tenant shall, at Tenant’s sole cost and expense, carry
such insurance as Tenant desires for Tenant’s protection with respect to personal property of
Tenant or business interruption.



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     22.6. In each instance where insurance is to name Landlord Parties as additional insureds,
Tenant shall, upon Landlord’s written request, also designate and furnish certificates evidencing
such Landlord Parties as additional insureds to (a) any Lender of Landlord holding a security
interest in the Building, the Property or the Project, (b) the landlord under any lease whereunder
Landlord is a tenant of the Property if the interest of Landlord is or shall become that of a
tenant under a ground lease rather than that of a fee owner and (c) any management company retained
by Landlord to manage the Project.




     22.7. Landlord and Tenant each hereby waive any and all rights of recovery against the other
or against the officers, directors, employees, agents, general partners, members,
subsidiaries, affiliates and Lenders of the other on account of loss or damage occasioned by such
waiving party or its property or the property of others under such waiving party’s control, in each
case to the extent that such loss or damage is insured against under any fire and extended coverage
insurance policy that either Landlord or Tenant may have in force at the time of such loss or
damage. Such waivers shall continue so long as their respective insurers so permit. Any
termination of such a waiver shall be by written notice to the other party, containing a
description of the circumstances hereinafter set forth in this Section. Landlord and Tenant, upon
obtaining the policies of insurance required or permitted under this Lease, shall give notice to
the insurance carrier or carriers that the foregoing mutual waiver of subrogation is contained in
this Lease. If such policies shall not be obtainable with such waiver or shall be so obtainable
only at a premium over that chargeable without such waiver, then the party seeking such policy
shall notify the other of such conditions, and the party so notified shall have ten (10) days
thereafter to either (a) procure such insurance with companies reasonably satisfactory to the other
party or (b) agree to pay such additional premium (in Tenant’s case, in the proportion that the
area of the Premises bears to the insured area). If the parties do not accomplish either (a) or
(b), then this Section shall have no effect during such time as such policies shall not be
obtainable or the party in whose favor a waiver of subrogation is desired refuses to pay the
additional premium. If such policies shall at any time be unobtainable, but shall be subsequently
obtainable, then neither party shall be subsequently liable for a failure to obtain such insurance
until a reasonable time after notification thereof by the other party. If the release of either
Landlord or Tenant, as set forth in the first sentence of this Section, shall contravene Applicable
Laws, then the liability of the party in question shall be deemed not released but shall be
secondary to the other party’s insurer.



     22.8. Landlord may require insurance policy limits required under this Lease to be raised to
conform with requirements of Landlord’s Lender or to bring coverage limits to levels then being
required of new tenants within the Project.



     22.9. Any costs incurred by Landlord pursuant to this Article shall constitute a portion of
Operating Expenses.



23. Damage or Destruction.




     23.1. In the event of a partial destruction of (a) the Premises or (b) Common Areas of the
Building or the Project ((a) and (b) together, the “Affected Areas”) by fire or other perils
covered by extended coverage insurance not exceeding twenty-five percent (25%) of the full
insurable value thereof, and provided that (x) the damage thereto is such that the Affected
Areas



31









 




may be repaired, reconstructed or restored within a period of one hundred twenty (120) days from
the date of the happening of such casualty, (y) Landlord shall receive insurance proceeds
sufficient to cover the cost of such repairs (except for any deductible amount provided by
Landlord’s policy, which deductible amount, if paid by Landlord, shall constitute an Operating
Expense) and (z) such casualty was not intentionally caused by Tenant or its employees, agents or
contractors, then Landlord shall commence and proceed diligently with the work of repair,
reconstruction and restoration of the Affected Areas and this Lease shall continue in full force
and effect.




     23.2. In the event of any damage to or destruction of the Building or the Project other than
as described in Section 23.1, Landlord may elect to repair, reconstruct and restore the
Building or the Project, as applicable, in which case this Lease shall continue in full force and
effect (subject to Tenant’s right to terminate this Lease as described in Section 23.10
below). If Landlord elects not to repair the Building or the Project, as applicable, then this
Lease shall terminate as of the date of such damage or destruction.



     23.3. Landlord shall give written notice to Tenant within sixty (60) days following the date
of damage or destruction of its election not to repair, reconstruct or restore the Building or the
Project, as applicable.



     23.4. Upon any termination of this Lease under any of the provisions of this Article, the
parties shall be released thereby without further obligation to the other from the date possession
of the Premises is surrendered to Landlord, except with regard to (a) items occurring prior to the
damage or destruction and (b) provisions of this Lease that, by their express terms, survive the
expiration or earlier termination hereof.



     23.5. In the event of repair, reconstruction and restoration as provided in this Article, all
Rent to be paid by Tenant under this Lease shall be abated proportionately based on the extent to
which Tenant’s use of the Premises is impaired during the period of such repair, reconstruction or
restoration, unless Landlord provides Tenant with other space during the period of repair that, in
Tenant’s reasonable opinion, is suitable for the temporary conduct of Tenant’s business;
provided, however, that the amount of such abatement shall be reduced by the proceeds of
business interruption or loss of rental income insurance actually received by Tenant with respect
to the Premises.



     23.6. Notwithstanding anything to the contrary contained in this Article, should
Landlord be delayed or prevented from completing the repair, reconstruction or restoration of the
damage or destruction to the Premises after the occurrence of such damage or destruction by Force
Majeure, then the time for Landlord to commence or complete repairs shall be extended on a
day-for-day basis; provided, however, that, at Landlord’s election, Landlord shall be
relieved of its obligation to make such repair, reconstruction or restoration.



     23.7. If Landlord is obligated to or elects to repair, reconstruct or restore as herein
provided, then Landlord shall be obligated to make such repair, reconstruction or restoration only
with regard to (a) those portions of the Premises that were originally provided at Landlord’s
expense and (b) the Common Area portion of the Affected Areas. The repair, reconstruction or
restoration of improvements not originally provided by Landlord or at Landlord’s expense shall



32









 




be the obligation of Tenant. In the event Tenant has elected to upgrade certain improvements from
the Building Standard, Landlord shall, upon the need for replacement due to an insured loss,
provide only the Building Standard, unless Tenant again elects to upgrade such improvements and
pay any incremental costs related thereto, except to the extent that excess insurance proceeds, if
received, are adequate to provide such upgrades, in addition to providing for basic repair,
reconstruction and restoration of the Premises, the Building and the Project.




     23.8. Notwithstanding anything to the contrary contained in this Article, Landlord shall not
have any obligation whatsoever to repair, reconstruct or restore the Premises if the damage
resulting from any casualty covered under this Article occurs during the last twelve (12) months of
the Term or any extension hereof, or to the extent that insurance proceeds are not available
therefor.



     23.9. Landlord’s obligation, should it elect or be obligated to repair or rebuild, shall be
limited to the Affected Areas. Tenant shall, at its expense, replace or fully repair all of
Tenant’s personal property and any Alterations installed by Tenant existing at the time of such
damage or destruction. If Affected Areas are to be repaired in accordance with the foregoing,
Landlord shall make available to Tenant any portion of insurance proceeds it receives that are
allocable to the Alterations constructed by Tenant pursuant to this Lease; provided Tenant
is not then in default under this Lease, and subject to the requirements of any Lender of Landlord.



     23.10. Notwithstanding anything to the contrary contained in this Article, in the event that
Tenant’s Permitted Use of the Premises is substantially impaired (a) for a period of more than nine
(9) consecutive months after the date of any damage or destruction covered by this Article or (b)
during the last six (6) months of the Term as a direct result of any damage or destruction covered
by this Article, then, in each case, Tenant shall have the right to terminate this Lease by written
notice to Landlord at any time thereafter until the Premises is substantially restored such that it
may be used for the Permitted Use, at which point, Tenant’s right to terminate shall cease and be
of no further force or effect.



24. Eminent Domain.




     24.1. In the event (a) the whole of all Affected Areas or (b) such part thereof as shall
substantially interfere with Tenant’s use and occupancy of the Premises for the Permitted Use shall
be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the
right of appropriation, condemnation or eminent domain, or sold to prevent such taking, Tenant or
Landlord may terminate this Lease effective as of the date possession is required to be surrendered
to said authority, except with regard to (y) items occurring prior to the damage or destruction and
(z) provisions of this Lease that, by their express terms, survive the expiration or earlier
termination hereof.



     24.2. In the event of a partial taking of (a) the Building or the Project or (b) drives,
walkways or parking areas serving the Building or the Project for any public or quasi-public
purpose by any lawful power or authority by exercise of right of appropriation, condemnation, or
eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the
Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease (except with
regard to (a) items occurring prior to the damage or destruction and (b) provisions



33









 




of this Lease that, by their express terms, survive the expiration or earlier termination hereof)
as of such taking if such taking is, in Landlord’s sole opinion, of a material nature such as to
make it uneconomical to continue use of the unappropriated portion for purposes of renting office
or laboratory space.




     24.3. Tenant shall be entitled to any award that is specifically awarded as compensation for
(a) the taking of Tenant’s personal property that was installed at Tenant’s expense and (b) the
costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award
for such taking shall be the property of Landlord.



     24.4. If, upon any taking of the nature described in this Article, this Lease continues in
effect, then Landlord shall promptly proceed to restore the Affected Areas to substantially their
same condition prior to such partial taking. To the extent such restoration is infeasible, as
determined by Landlord in its sole and absolute discretion, the Rent shall be decreased
proportionately to reflect the loss of any portion of the Premises no longer available to Tenant.



25. Surrender.




     25.1. At least ten (10) days prior to Tenant’s surrender of possession of any part of the
Premises, Tenant shall provide Landlord with (a) a facility decommissioning and Hazardous Materials
closure plan for the Premises (“Exit Survey”) prepared by an independent third party reasonably
acceptable to Landlord, and (b) written evidence of all appropriate governmental releases obtained
by Tenant in accordance with Applicable Laws, including laws pertaining to the surrender of the
Premises. In addition, Tenant agrees to remain responsible after the surrender of the Premises for
the remediation of any recognized environmental conditions set forth in the Exit Survey and
compliance with any recommendations set forth in the Exit Survey. Tenant’s obligations under this
Section shall survive the expiration or earlier termination of the Lease.



     25.2. No surrender of possession of any part of the Premises shall release Tenant from any of
its obligations hereunder, unless such surrender is accepted in writing by Landlord.



     25.3. The voluntary or other surrender of this Lease by Tenant shall not effect a merger with
Landlord’s fee title or leasehold interest in the Premises, the Building, the Property or the
Project, unless Landlord consents in writing, and shall, at Landlord’s option, operate as an
assignment to Landlord of any or all subleases.



     25.4. The voluntary or other surrender of any ground or other underlying lease that now exists
or may hereafter be executed affecting the Building or the Project, or a mutual cancellation
thereof or of Landlord’s interest therein by Landlord and its lessor shall not effect a merger with
Landlord’s fee title or leasehold interest in the Premises, the Building or the Property and shall,
at the option of the successor to Landlord’s interest in the Building or the Project, as
applicable, operate as an assignment of this Lease.



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     25.5. Notwithstanding anything to the contrary contained in this Lease, the following
provisions shall govern Tenant’s surrender of the Premises:



          (a) Landlord has no ownership interest in the furniture, fixtures and equipment
listed on the attached Exhibit H and Tenant, subject to Section 16.7, may remove or
transfer the same in its discretion; and



          (b) Tenant shall not be required to remove or restore at the expiration of the Term or
otherwise any Alterations, fixtures (whether or not trade fixtures), machinery or equipment made to
or installed in the Premises prior to the Execution Date of this Lease.



26. Holding Over.




     26.1. If, with Landlord’s prior written consent, Tenant holds possession of all or any part of
the Premises after the Term, Tenant shall become a tenant from month to month after the expiration
or earlier termination of the Term, and in such case Tenant shall continue to pay (a) Base Rent in
accordance with Article 7, and (b) any amounts for which Tenant would otherwise be liable
under this Lease if the Lease were still in effect, including payments for Tenant’s Share of
Operating Expenses. Any such month-to-month tenancy shall be subject to every other term, covenant
and agreement contained herein.



     26.2. Notwithstanding the foregoing, if Tenant remains in possession of the Premises after the
expiration or earlier termination of the Term without Landlord’s prior written consent, (a) Tenant
shall become a tenant at sufferance subject to the terms and conditions of this Lease, except that
for the initial thirty (30) days of any holdover, the monthly rent shall be equal to one hundred
twenty-five percent (125%) of the Rent in effect during the last thirty (30) days of the Term and
thereafter the monthly Rent shall be equal to one hundred fifty percent (150%) of the Rent in
effect during the last thirty (30) days of the Term, and (b) Tenant shall be liable to Landlord for
any and all damages suffered by Landlord as a result of such holdover, including any lost rent or
consequential, special and indirect damages.



     26.3. Acceptance by Landlord of Rent after the expiration or earlier termination of the Term
shall not result in an extension, renewal or reinstatement of this Lease.



     26.4. The foregoing provisions of this Article are in addition to and do not affect Landlord’s
right of reentry or any other rights of Landlord hereunder or as otherwise provided by Applicable
Laws.



27. Indemnification and Exculpation.




     27.1. Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel
reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against any
and all Claims arising from injury or death to any person or damage to any property occurring
within or about the Premises, the Building, the Property or the Project arising directly or
indirectly out of Tenant’s or Tenant’s employees’, agents’, contractors’ or invitees’ use or
occupancy of the Premises or a breach or default by Tenant in the performance of any of its
obligations hereunder, except to the extent caused by Landlord’s negligence or willful misconduct.



35









 





     27.2. Notwithstanding any provision of Section 27.1 to the contrary, Landlord shall not be
liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific
research, including loss of records kept by Tenant within the Premises and damage or losses caused
by fire, electrical malfunction, gas explosion or water damage of any type (including broken water
lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such
loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that
Landlord is responsible to make for an unreasonable period of time. Tenant further waives any
claim for injury to Tenant’s business or loss of income relating to any such damage or destruction
of personal property as described in this Section.



     27.3. Landlord shall not be liable for any damages arising from any act, omission or neglect
of any other tenant in the Building or the Project, or of any other third party.



     27.4. Tenant acknowledges that security devices and services, if any, while intended to deter
crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be
liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk
that any security device or service may malfunction or otherwise be circumvented by a criminal. If
Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and
expense, obtain appropriate insurance coverage.



     27.5. The provisions of this Article shall survive the expiration or earlier termination of
this Lease.



28. Assignment or Subletting.




     28.1. Except as hereinafter expressly permitted, Tenant shall not, either voluntarily or by
operation of Applicable Laws, directly or indirectly sell, hypothecate, assign, pledge, encumber or
otherwise transfer this Lease, or sublet the Premises (each, a “Transfer”), without Landlord’s
prior written consent. Notwithstanding the foregoing, Tenant shall have the right to Transfer, upon
ten (10) days prior written notice to Landlord but without obtaining Landlord’s prior written
consent, (a) to a corporation or other entity which is a successor in interest to Tenant by way of
merger, consolidation or corporate reorganization, or (b) by the purchase of all or substantially
all of the assets or the controlling ownership interest of Tenant provided that such merger or
consolidation or such acquisition or assumption, as the case may be, is for a good business
purpose and not principally for the purpose of transferring this Lease, (c) to any person that as
of the date of determination is controlled by or is under common control with Tenant (“Tenant’s
Affiliate”) or (d) to any persons in connection with any secondary offering of the Tenant’s stock
or in connection with any bona fide financing or capitalization for the benefit of Tenant, and
otherwise comply with the requirements of this Lease regarding such Transfer (the foregoing
described Transfers, or any one of them, may be referred to as an “Exempt Transfer”); provided,
however, that (i) the overall net worth of the resulting tenant is not materially less than the
overall net worth of Tenant prior to such Exempt Transfer; (ii) the liquid assets forming a portion
of such net worth of the resulting Tenant are not materially less than the liquid assets forming a
portion of the net worth of Tenant prior to such Exempt Transfer; (iii) Landlord receives
satisfactory evidence of the satisfaction of such net worth requirements set forth in the preceding
subsections (i) and (ii) within five (5) business days of the date of such Exempt Transfer; and
(iv) except as expressly provided herein, such Exempt Transfer otherwise



36









 




complies with the requirements of this Lease regarding such Transfer. For purposes of Exempt
Transfers, “control” requires both (A) owning (directly or indirectly) more than fifty percent
(50%) of the stock or other equity interests of another person (unless such Transfers relate to
any corporation whose shares are publicly traded) and (B) possessing, directly or indirectly, the
power to direct or cause the direction of the management and policies of such person. In no event
shall Tenant perform a Transfer to or with an entity that is a tenant at the Project or that is in
discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the
Project or a property owned by Landlord or an affiliate of Landlord.




     28.2. In the event Tenant desires to effect a Transfer, then, at least thirty (30) but not
more than ninety (90) days prior to the date when Tenant desires the assignment or sublease to be
effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer
Notice”) containing information (including references) concerning the character of the proposed
transferee, assignee or sublessee; the Transfer Date; any ownership or commercial relationship
between Tenant and the proposed transferee, assignee or sublessee; and the consideration and all
other material terms and conditions of the proposed Transfer, all in such detail as Landlord shall
reasonably require.



     28.3. Landlord, in determining whether consent should be given to a proposed Transfer, may
give consideration to (a) the financial strength of such transferee, assignee or sublessee
(notwithstanding Tenant remaining liable for Tenant’s performance), (b) any change in use that such
transferee, assignee or sublessee proposes to make in the use of the Premises and (c) Landlord’s
desire to exercise its rights under Section 28.8 to cancel this Lease. In no event shall
Landlord be deemed to be unreasonable for declining to consent to a Transfer to a transferee,
assignee or sublessee of poor reputation, lacking financial qualifications or seeking a change in
the Permitted Use, or jeopardizing directly or indirectly the status of Landlord or any of
Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as
the same may be amended from time to time, the “Revenue Code”). Notwithstanding anything
contained in this Lease to the contrary, (w) no Transfer shall be consummated on any basis such
that the rental or other amounts to be paid by the occupant, assignee, manager or other transferee
thereunder would be based, in whole or in part, on the income or profits derived by the business
activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not furnish or
render any services to an occupant, assignee, manager or other transferee with respect to whom
transfer consideration is required to be paid, or manage or operate the Premises or any capital
additions so transferred, with respect to which transfer consideration is being paid; (y) Tenant
shall not consummate a Transfer with any person in which Landlord owns an interest, directly or
indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the Revenue
Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that could
cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease,
license or other arrangement for the right to use, occupy or possess any portion of the Premises to
fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue
Code, or any similar or successor provision thereto or which could cause any other income of
Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code.



37









 





     28.4. As conditions precedent to Tenant subleasing the Premises or to Landlord considering a
request by Tenant to Tenant’s transfer of rights or sharing of the Premises, Landlord may require
any or all of the following:



          (a) Tenant shall remain fully liable under this Lease during the unexpired Term;




          (b) Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord that the
value of Landlord’s interest under this Lease shall not be diminished or reduced by the proposed
Transfer. Such evidence shall include evidence respecting the relevant business experience and
financial responsibility and status of the proposed transferee, assignee or sublessee;




          (c) Tenant shall reimburse Landlord for Landlord’s actual costs and expenses, including
reasonable attorneys’ fees, charges and disbursements incurred in connection with the review,
processing and documentation of such request;




          (d) If Tenant’s transfer of rights or sharing of the Premises provides for the receipt by, on
behalf of or on account of Tenant of any consideration of any kind whatsoever (including a premium
rental for a sublease or lump sum payment for an assignment, but excluding Tenant’s reasonable
costs in marketing and subleasing the Premises) in excess of the rental and other charges due to
Landlord under this Lease, Tenant shall pay fifty percent (50%) of all of such excess to Landlord,
after making deductions for any reasonable marketing expenses, tenant improvement funds
expended by Tenant, alterations, cash concessions, brokerage commissions, attorneys’ fees and
free rent actually paid by Tenant; provided, however, Landlord shall not have any right to any sums
or other economic consideration resulting from an Exempt Transfer. If said consideration consists
of cash paid to Tenant, payment to Landlord shall be made upon receipt by Tenant of such cash
payment;




          (e) The proposed transferee, assignee or sublessee shall agree that, in the event Landlord
gives such proposed transferee, assignee or sublessee notice that Tenant is in default under this
Lease, such proposed transferee, assignee or sublessee shall thereafter make all payments otherwise
due Tenant directly to Landlord, which payments shall be received by Landlord without any liability
being incurred by Landlord, except to credit such payment against those due by Tenant under this
Lease, and any such proposed transferee, assignee or sublessee shall agree to attorn to Landlord or
its successors and assigns should this Lease be terminated for any reason; provided,
however, that in no event shall Landlord or its Lenders, successors or assigns be obligated to
accept such attornment;




          (f) Landlord’s consent to any such Transfer shall be effected on Landlord’s forms;




          (g) Tenant shall not then be in default hereunder in any respect;




          (h) Such proposed transferee, assignee or sublessee’s use of the Premises shall be the
same as the Permitted Use;





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          (i) Landlord shall not be bound by any provision of any agreement pertaining to the Transfer,
except for Landlord’s written consent to the same;




          (j) Tenant shall pay all transfer and other taxes (including interest and penalties) assessed
or payable for any Transfer;




          (k) Landlord’s consent (or waiver of its rights) for any Transfer shall not waive Landlord’s
right to consent to any later Transfer;




          (l) Tenant shall deliver to Landlord one executed copy of any and all written instruments
evidencing or relating to the Transfer; and




          (m) A list of Hazardous Materials (as defined in Section 20.7), certified by the
proposed transferee, assignee or sublessee to be true and correct, that the proposed transferee,
assignee or sublessee intends to use or store in the Premises. Additionally, Tenant shall deliver
to Landlord, on or before the date any proposed transferee, assignee or sublessee takes occupancy
of the Premises, all of the items relating to Hazardous Materials of such proposed transferee,
assignee or sublessee as described in Section 20.2.




     28.5. Any Transfer that is not in compliance with the provisions of this Article shall be void
and shall, at the option of Landlord, terminate this Lease.



     28.6. The consent by Landlord to a Transfer shall not relieve Tenant or proposed transferee,
assignee or sublessee from obtaining Landlord’s consent to any further Transfer, nor shall it
release Tenant or any proposed transferee, assignee or sublessee of Tenant from full and primary
liability under this Lease.



     28.7. Notwithstanding any Transfer, Tenant shall remain fully and primarily liable for the
payment of all Rent and other sums due or to become due hereunder, and for the full performance of
all other terms, conditions and covenants to be kept and performed by Tenant. The acceptance of
Rent or any other sum due hereunder, or the acceptance of performance of any other term, covenant
or condition thereof, from any person or entity other than Tenant shall not be deemed a waiver of
any of the provisions of this Lease or a consent to any Transfer.



     28.8. If Tenant delivers to Landlord a Transfer Notice indicating a desire to transfer this
Lease to a proposed transferee, assignee or sublessee other than any Exempt Transfer or as provided
within Section 28.4, then Landlord shall have the option, exercisable by giving notice to
Tenant at any time within ten (10) days after Landlord’s receipt of such Transfer Notice, to
terminate this Lease as of the date specified in the Transfer Notice as the Transfer Date, except
for those provisions that, by their express terms, survive the expiration or earlier termination
hereof. If Landlord exercises such option, then Tenant shall have the right to withdraw such
Transfer Notice by delivering to Landlord written notice of such election within five (5) days
after Landlord’s delivery of notice electing to exercise Landlord’s option to terminate this Lease.
In the event Tenant withdraws the Transfer Notice as provided in this Section, this Lease shall
continue in full force and effect. No failure of Landlord to exercise its option to terminate this
Lease shall be deemed to be Landlord’s consent to a proposed Transfer.




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     28.9. If Tenant sublets the Premises or any portion thereof, Tenant hereby immediately
and irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all
rent from any such subletting, and appoints Landlord as assignee and attorney-in-fact for Tenant,
and Landlord (or a receiver for Tenant appointed on Landlord’s application) may collect such rent
and apply it toward Tenant’s obligations under this Lease; provided that, until the
occurrence of a Default (as defined below) by Tenant, Tenant shall have the right to collect such
rent.



29. Subordination and Attornment.




     29.1. This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust,
or lease in which Landlord is tenant now or hereafter in force against the Building or the Project
and to all advances made or hereafter to be made upon the security thereof without the necessity of
the execution and delivery of any further instruments on the part of Tenant to effectuate such
subordination.



     29.2. Notwithstanding the foregoing, Tenant shall execute and deliver upon demand such further
instrument or instruments evidencing such subordination of this Lease to the lien of any such
mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be reasonably
required by Landlord. If any such mortgagee, beneficiary or landlord under a lease wherein
Landlord is tenant (each, a “Mortgagee”) so elects, however, this Lease shall be deemed prior in
lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of
date and Tenant shall execute a statement in writing to such effect at Landlord’s request. If
Tenant fails to execute any document required from Tenant under this Section within ten (10) days
after written request therefor, Tenant hereby constitutes and appoints Landlord or its special
attorney-in-fact to execute and deliver any such document or documents in the name of Tenant.
Such power is coupled with an interest and is irrevocable. Landlord shall give to Tenant prompt
written notice of any use by Landlord of the foregoing attorney-in-fact.



     29.3. Upon written request of Landlord and opportunity for Tenant to review, Tenant agrees to
execute any Lease amendments not materially altering the terms of this Lease, if required by a
mortgagee or beneficiary of a deed of trust encumbering real property of which the Premises
constitute a part incident to the financing of the real property of which the Premises constitute a
part.



     29.4. In the event any proceedings are brought for foreclosure, or in the event of the
exercise of the power of sale under any mortgage or deed of trust made by Landlord covering the
Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the
purchaser upon any such foreclosure or sale and recognize such purchaser as Landlord under this
Lease.



30. Defaults and Remedies.




     30.1. Late payment by Tenant to Landlord of Rent and other sums due shall cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which shall be extremely difficult
and impracticable to ascertain. Such costs include processing and accounting charges and late
charges that may be imposed on Landlord by the terms of any mortgage or trust



40









 




deed covering the Premises. Therefore, if any installment of Rent due from Tenant is not received
by Landlord within four (4) business days after the date such payment is due, Tenant shall pay to
Landlord (a) an additional sum of five percent (5%) of the overdue Rent as a late charge plus (b)
interest at an annual rate (the “Default Rate”) equal to the lesser of (a) twelve percent (12%)
and (b) the highest rate permitted by Applicable Laws. The parties agree that this late charge
represents a fair and reasonable estimate of the costs that Landlord shall incur by reason of late
payment by Tenant and shall be payable as Additional Rent to Landlord due with the next
installment of Rent or within five (5) business days after Landlord’s demand, whichever is
earlier. Landlord’s acceptance of any Additional Rent (including a late charge or any other amount
hereunder) shall not be deemed an extension of the date that Rent is due or prevent Landlord from
pursuing any other rights or remedies under this Lease, at law or in equity.




     30.2. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment
herein stipulated shall be deemed to be other than on account of the Rent, nor shall any
endorsement or statement on any check or any letter accompanying any check or payment as Rent be
deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice
to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this
Lease or in equity or at law. If a dispute shall arise as to any amount or sum of money to be paid
by Tenant to Landlord hereunder, Tenant shall have the right to make payment “under protest,” such
payment shall not be regarded as a voluntary payment, and there shall survive the right on the part
of Tenant to institute suit for recovery of the payment paid under protest.



     30.3. If Tenant fails to pay any sum of money required to be paid by it hereunder, or shall
fail to perform any other act on its part to be performed hereunder, in each case within the
applicable cure period (if any) described in Section 30.4, then Landlord may, without
waiving or releasing Tenant from any obligations of Tenant, but shall not be obligated to, make
such payment or perform such act; provided that such failure by Tenant unreasonably
interfered with the use of the Building or the Project by any other tenant or with the efficient
operation of the Building or the Project, or resulted or could have resulted in a violation of
Applicable Laws or the cancellation of an insurance policy maintained by Landlord. Notwithstanding
the foregoing, in the event of an emergency, Landlord shall have the right to enter the Premises
and act in accordance with its rights as provided elsewhere in this Lease. In addition to the
late charge described in Section 30.1, Tenant shall pay to Landlord as Additional Rent all
sums so paid or incurred by Landlord, together with interest at the Default Rate, computed from the
date such sums were paid or incurred.



     30.4.
The occurrence of any one or more of the following events shall constitute a “Default”
hereunder by Tenant:



          (a) Tenant abandons the Premises;




          (b) Tenant fails to make any payment of Rent, as and when due, or to satisfy its obligations
under Article 18, where such failure shall continue for a period of three (3) days after
written notice thereof from Landlord to Tenant;




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          (c) Tenant fails to observe or perform any obligation or covenant contained herein
(other than described in Subsections 30.4(a) and
30.4(b)) to be performed by
Tenant, where such failure continues for a period of thirty (30) days after written notice thereof
from Landlord to Tenant; provided that, if the nature of Tenant’s default is such that it
reasonably requires more than thirty (30) days to cure, Tenant shall not be deemed to be in Default
if Tenant commences such cure within said thirty (30) day period and thereafter diligently
prosecute the same to completion; and provided, further, that such cure is completed no
later than sixty (60) days after Tenant’s receipt of written notice from Landlord;




          (d) Tenant makes an assignment for the benefit of creditors;




          (e) A receiver, trustee or custodian is appointed to or does take title, possession or
control of all or substantially all of Tenant’s assets;




          (f) Tenant files a voluntary petition under the United States Bankruptcy Code or any successor
statute (as the same may be amended from time to time, the
“Bankruptcy Code”) or an order
for relief is entered against Tenant pursuant to a voluntary or involuntary proceeding commenced
under any chapter of the Bankruptcy Code;




          (g) Any involuntary petition is filed against Tenant under any chapter of the Bankruptcy Code
and is not dismissed within one hundred twenty (120) days;




          (h) A default exists under that certain Lease dated as of June 10, 2011, by and between
BMR-Sorrento Plaza LLC and Tenant with respect to the Sorrento Plaza Premises (the “Sorrento Plaza
Lease”), after the expiration of any applicable notice and cure periods;




          (i) Tenant
fails to deliver an estoppel certificate in accordance with Article 19;




          (j) Tenant’s interest in this Lease is attached, executed upon or otherwise judicially seized
and such action is not released within one hundred twenty (120) days of the action; or




          (k) A default exists under the Guaranty (as defined below), after the expiration of any
applicable notice and cure periods.




          Notices given under this Section shall specify the alleged default and shall demand that
Tenant perform the provisions of this Lease or pay the Rent that is in arrears, as the case may be,
within the applicable period of time, or quit the Premises. No such notice shall be deemed a
forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice.




     30.5. In the event of a Default by Tenant, and at any time thereafter, with or without notice
or demand and without limiting Landlord in the exercise of any right or remedy that Landlord may
have, Landlord has the right to do any or all of the following:



          (a) Halt any Tenant Improvements and Alterations and order Tenant’s contractors,
subcontractors, consultants, designers and material suppliers to stop work;








42









 








          (b) Terminate Tenant’s right to possession of the Premises by written notice to Tenant or
by any lawful means, in which case Tenant shall immediately surrender possession of the Premises to
Landlord. In such event, Landlord shall have the immediate right to re-enter and remove all
persons and property, and such property may be removed and stored in a public warehouse or
elsewhere at the cost and for the account of Tenant, all without service of notice or resort to
legal process and without being deemed guilty of trespass or becoming liable for any loss or damage
that may be occasioned thereby; and




          (c) Terminate this Lease, in which event Tenant shall immediately surrender possession of the
Premises to Landlord. In such event, Landlord shall have the immediate right to re-enter and
remove all persons and property, and such property may be removed and stored in a public warehouse
or elsewhere at the cost and for the account of Tenant, all without service of notice or resort to
legal process and without being deemed guilty of trespass or becoming liable for any loss or damage
that may be occasioned thereby. In the event that Landlord shall elect to so terminate this Lease,
then Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason
of Tenant’s default, including:




               (i) The worth at the time of award of any unpaid Rent that had accrued at the time of such
termination; plus



               (ii) The worth at the time of award of the amount by which the unpaid Rent that would have
accrued during the period commencing with termination of the Lease and ending at the time of award
exceeds that portion of the loss of Landlord’s rental income from the Premises that Tenant proves
to Landlord’s reasonable satisfaction could have been reasonably avoided; plus



               (iii) The worth at the time of award of the amount by which the unpaid Rent for the balance of
the Term after the time of award exceeds that portion of the loss of Landlord’s rental income from
the Premises that Tenant proves to Landlord’s reasonable satisfaction could have been reasonably
avoided; plus



               (iv) Any other amount necessary to compensate Landlord for all the detriment caused by
Tenant’s failure to perform its obligations under this Lease or that in the ordinary course of
things would be likely to result therefrom, including the cost of restoring the Premises to the
condition required under the terms of this Lease, including any rent payments not otherwise
chargeable to Tenant (e.g., during any “free” rent period or rent holiday); plus



               (v) At Landlord’s election, such other amounts in addition to or in lieu of the foregoing as
may be permitted from time to time by Applicable Laws.




As used in
Subsections 30.5(c)(i) and 30.5(c)(ii), “worth at the time of award”
shall be computed by allowing interest at the Default Rate. As used in Subsection
30.5(c)(iii), the “worth at the time of the award” shall be computed by taking the present
value of such amount, using the discount rate of the Federal Reserve Bank of San Francisco at the
time of the award plus one (1) percentage point.




     30.6. In addition to any other remedies available to Landlord at law or in equity and under
this Lease, Landlord shall have the remedy described in California Civil Code Section



43









 




1951.4 and may continue this Lease in effect after Tenant’s Default and abandonment and recover
Rent as it becomes due, provided Tenant has the right to sublet or assign, subject only to
reasonable limitations. In addition, Landlord shall not be liable in any way whatsoever for its
failure or refusal to relet the Premises. For purposes of this Section, the following acts by
Landlord will not constitute the termination of Tenant’s right to possession of the Premises:




          (a) Acts of maintenance or preservation or efforts to relet the Premises, including
alterations, remodeling, redecorating, repairs, replacements or painting as Landlord shall consider
advisable for the purpose of reletting the Premises or any part thereof; or




          (b) The appointment of a receiver upon the initiative of Landlord to protect Landlord’s
interest under this Lease or in the Premises.



Notwithstanding the foregoing, in the event of a Default by Tenant, Landlord may elect at any time
to terminate this Lease and to recover damages to which Landlord is entitled.




     30.7. If Landlord does not elect to terminate this Lease as provided in Section 30.5,
then Landlord may, from time to time, recover all Rent as it becomes due under this Lease. At
any time thereafter, Landlord may elect to terminate this Lease and to recover damages to which
Landlord is entitled.



     30.8. In the event Landlord elects to terminate this Lease and relet the Premises, Landlord
may execute any new lease in its own name. Tenant hereunder shall have no right or authority
whatsoever to collect any Rent from such tenant. The proceeds of any such reletting shall be
applied as follows:



          (a) First, to the payment of any indebtedness other than Rent due hereunder from Tenant to
Landlord, including storage charges or brokerage commissions owing from Tenant to Landlord as the
result of such reletting;




          (b) Second, to the payment of the costs and expenses of reletting the Premises, including (i)
alterations and repairs that Landlord deems reasonably necessary and advisable and (ii) reasonable
attorneys’ fees, charges and disbursements incurred by Landlord in connection with the retaking of
the Premises and such reletting;




          (c) Third, to the payment of Rent and other charges due and unpaid hereunder; and




          (d) Fourth, to the payment of future Rent and other damages payable by Tenant under this
Lease.




     30.9. All of Landlord’s rights, options and remedies hereunder shall be construed and held to
be nonexclusive and cumulative. Landlord shall have the right to pursue any one or all of such
remedies, or any other remedy or relief that may be provided by Applicable Laws, whether or not
stated in this Lease. No waiver of any default of Tenant hereunder shall be implied from any
acceptance by Landlord of any Rent or other payments due hereunder or any omission by Landlord to
take any action on account of such default if such default persists or is repeated, and no express
waiver shall affect defaults other than as specified in said waiver. Notwithstanding



44









 




any provision of this Lease to the contrary, in no event shall Landlord be required
to mitigate its damages with respect to any default by Tenant.




     30.10. Landlord’s termination of (a) this Lease or (b) Tenant’s right to
possession of the Premises shall not relieve Tenant of any liability to Landlord that
has previously accrued or that shall arise based upon events that occurred prior to
the later to occur of (i) the date of Lease termination or (ii) the date Tenant
surrenders possession of the Premises.



     30.11. To the extent permitted by Applicable Laws, Tenant waives any and all
rights of redemption granted by or under any present or future Applicable Laws if
Tenant is evicted or dispossessed for any cause, or if Landlord obtains possession of
the Premises due to Tenant’s default hereunder or otherwise.



     30.12. Landlord shall not be in default or liable for damages under this Lease unless Landlord
fails to perform obligations required of Landlord within a reasonable time, but in no event shall
such failure continue for more than thirty (30) days after written notice from Tenant specifying
the nature of Landlord’s failure; provided, however, that if the nature of Landlord’s
obligation is such that more than thirty (30) days are required for its performance, then Landlord
shall not be in default if Landlord commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right
to terminate or cancel this Lease or to withhold or abate rent or to set off any Claims against
Rent as a result of any default or breach by Landlord of any of its covenants, obligations,
representations, warranties or promises hereunder, except as may otherwise be expressly set forth
in this Lease.



     30.13. In the event of any default by Landlord, Tenant shall give notice by
registered or certified mail to any (a) beneficiary of a deed of trust or (b)
mortgagee under a mortgage covering the Premises, the Building or the Project and to
any landlord of any lease of land upon or within which the Premises, the Building or
the Project is located, and shall offer such beneficiary, mortgagee or landlord a
reasonable opportunity to cure the default, including time to obtain possession of the
Building or the Project by power of sale or a judicial action if such should prove
necessary to effect a cure; provided that Landlord shall furnish to Tenant in
writing, upon written request by Tenant, the names and addresses of all such persons
who are to receive such notices.


31. Bankruptcy. In the event a debtor, trustee or debtor in possession under
the Bankruptcy Code, or another person with similar rights, duties and powers under
any other Applicable Laws, proposes to cure any default under this Lease or to
assume or assign this Lease and is obliged to provide adequate assurance to Landlord
that (a) a default shall be cured, (b) Landlord shall be compensated for its damages
arising from any breach of this Lease and (c) future performance of Tenant’s
obligations under this Lease shall occur, then such adequate assurances shall
include any or all of the following, as designated by Landlord in its sole and
absolute discretion:




     31.1. Those acts specified in the Bankruptcy Code or other Applicable Laws as
included within the meaning of “adequate assurance,” even if this Lease does not
concern a shopping center or other facility described in such Applicable Laws;



45









 





     31.2. A prompt cash payment to compensate Landlord for any monetary defaults or actual damages
arising directly from a breach of this Lease;



     31.3. A cash deposit in an amount at least equal to the then-current amount of the Security
Deposit; or



     31.4. The assumption or assignment of all of Tenant’s interest and obligations under this
Lease.



32. Brokers.




     32.1. Tenant represents and warrants that it has had no dealings with any real estate broker
or agent in connection with the negotiation of this Lease other than Cassidy Turley/BRE Commercial
(“Tenant’s Broker”), and that it knows of no other real estate broker or agent that is or might be
entitled to a commission in connection with this Lease. Landlord shall compensate Tenant’s Broker
and Jones Lang LaSalle (“Landlord’s Broker”) in relation to this Lease pursuant to separate
agreements between Landlord and Tenant’s Broker and Landlord’s Broker, respectively.
Landlord represents and warrants that it knows of no other real estate broker or agent other than
Tenant’s Broker and Landlord’s Broker that is or might be entitled to a commission in connection
with this Lease.



     32.2. Tenant represents and warrants that no broker or agent has made any
representation or warranty relied upon by Tenant in Tenant’s decision to enter into this Lease,
other than as contained in this Lease.



     32.3. Tenant acknowledges and agrees that the employment of brokers by Landlord is for the
purpose of solicitation of offers of leases from prospective tenants and that no authority is
granted to any broker to furnish any representation (written or oral) or warranty from Landlord
unless expressly contained within this Lease. Landlord is executing this Lease in reliance upon
Tenant’s representations, warranties and agreements contained within Sections 32.1 and
32.2.



     32.4. Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel
reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from any and all cost
or liability for compensation claimed by any broker or agent, other than Broker, employed or
engaged by it or claiming to have been employed or engaged by it.


33. Definition of Landlord. With regard to obligations imposed upon Landlord pursuant to
this Lease, the term “Landlord,” as used in this Lease, shall refer only to Landlord or Landlord’s
then-current successor-in-interest. In the event of any transfer, assignment or conveyance of
Landlord’s interest in this Lease or in Landlord’s fee title to or leasehold interest in the
Property, as applicable, Landlord herein named (and in case of any subsequent transfers or
conveyances, the subsequent Landlord) shall be automatically freed and relieved, from and after the
date of such transfer, assignment or conveyance, from all liability for the performance of any
covenants or obligations contained in this Lease thereafter to be performed by Landlord and,
without further agreement, the transferee, assignee or conveyee of Landlord’s in this Lease or in
Landlord’s fee title to or leasehold interest in the Property, as applicable, shall be deemed to
have assumed and agreed to observe and perform any and all covenants and obligations of Landlord
hereunder during the tenure of its interest in the Lease or the Property. Landlord or any




46









 




subsequent Landlord may transfer its interest in the Premises or this Lease without Tenant’s
consent.




34. Limitation of Landlord’s Liability.




     34.1. If Landlord is in default under this Lease and, as a consequence, Tenant recovers a
monetary judgment against Landlord, the judgment shall be satisfied only out of (a) the proceeds of
sale received on execution of the judgment and levy against the right, title and interest of
Landlord in the Building and the Project, (b) rent or other income from such real property
receivable by Landlord or (c) the consideration received by Landlord from the sale, financing,
refinancing or other disposition of all or any part of Landlord’s right, title or interest in the
Building or the Project.



     34.2. Landlord shall not be personally liable for any deficiency under this Lease. If
Landlord is a partnership or joint venture, then the partners of such partnership shall not be
personally liable for Landlord’s obligations under this Lease, and no partner of Landlord shall be
sued or named as a party in any suit or action, and service of process shall not be made against
any partner of Landlord except as may be necessary to secure jurisdiction of the partnership or
joint venture. If Landlord is a corporation, then the shareholders, directors, officers,
employees and agents of such corporation shall not be personally liable for Landlord’s obligations
under this Lease, and no shareholder, director, officer, employee or agent of Landlord shall be
sued or named as a party in any suit or action, and service of process shall not be made against
any shareholder, director, officer, employee or agent of Landlord. If Landlord is a limited
liability company, then the members of such limited liability company shall not be personally
liable for Landlord’s obligations under this Lease, and no member of Landlord shall be sued or
named as a party in any suit or action, and service of process shall not be made against any member
of Landlord except as may be necessary to secure jurisdiction of the limited liability company. No
partner, shareholder, director, employee, member or agent of Landlord shall be required to answer
or otherwise plead to any service of process, and no judgment shall be taken or writ of execution
levied against any partner, shareholder, director, employee, member or agent of Landlord.



     34.3. Each of the covenants and agreements of this Article shall be applicable to any covenant
or agreement either expressly contained in this Lease or imposed by Applicable Laws and shall
survive the expiration or earlier termination of this Lease.


35. Joint and Several Obligations. If more than one person or entity executes this Lease
as Tenant, then:




     35.1. Each of them is jointly and severally liable for the keeping, observing and performing
of all of the terms, covenants, conditions, provisions and agreements of this Lease to be kept,
observed or performed by Tenant; and



     35.2. The term “Tenant,” as used in this Lease shall mean and include each of them, jointly
and severally. The act of, notice from, notice to, refund to, or signature of any one or more of
them with respect to the tenancy under this Lease, including any renewal, extension, expiration,
termination or modification of this Lease, shall be binding upon each and all of the



47









 




persons executing this Lease as Tenant with the same force and effect as if each and all of them
had so acted, so given or received such notice or refund, or so signed.



36.
Representations. Landlord and Tenant guarantee, warrant and represent, each to the
other, that (a) it is duly incorporated or otherwise established or formed and validly existing
under the laws of its state of incorporation, establishment or formation, (b) it has and is duly
qualified to do business in the state in which the Property is located, (c) it has full corporate,
partnership, trust, association or other appropriate power and authority to enter into this Lease
and to perform all of its obligations hereunder, (d) each person (and all of the persons if more
than one signs) signing this Lease on behalf of such party is duly and validly authorized to do so
and (e) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation
of the transactions contemplated hereby will violate or conflict with any provision of documents or
instruments under which it is constituted or to which it is a party. In addition, Landlord and
Tenant guarantee, warrant and represent, each to the other, that none of (x) it, (y) its affiliates
or partners nor (z) to the best of its knowledge, its members, shareholders or other equity owners
or any of their respective employees, officers, directors, representatives or agents is a person or
entity with whom U.S. persons or entities are restricted from doing business under regulations of
the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those
named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive
order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting
Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar
governmental action.



37.
Confidentiality. Tenant shall keep the terms and conditions of this Lease and any
information provided to Tenant or its employees, agents or
contractors pursuant to Article 8 confidential and shall not (a) disclose to any third party any terms or conditions of this
Lease or any other Lease-related document (including subleases, assignments, work letters,
construction contracts, letters of credit, subordination agreements, non-disturbance agreements,
brokerage agreements or estoppels) or (b) provide to any third party an original or copy of this
Lease (or any Lease-related document). Landlord shall not release to any third party any
non-public financial information or non-public information about Tenant’s ownership structure that
Tenant gives Landlord. Notwithstanding the foregoing, confidential information under this Section
may be released by Landlord or Tenant under the following circumstances: (x) if required by
Applicable Laws or in any judicial proceeding; provided that the releasing party has given
the other party reasonable notice of such requirement, if feasible, (y) to a party’s attorneys,
accountants, brokers and other bona fide consultants or advisers (with respect to this Lease only);
provided such third parties agree to be bound by this Section or (z) to bona fide
prospective assignees or subtenants of this Lease; provided they agree in writing to be
bound by this Section. Notwithstanding the foregoing, either Landlord or Tenant may file a copy of
this Lease in connection with any NASDAQ or SEC filing. The parties shall reasonably cooperate with
each other in connection with such filing.



38.
Notices. Any notice, consent, demand, bill, statement or other communication required
or permitted to be given hereunder shall be in writing and shall be given by personal delivery,
overnight delivery with a reputable nationwide overnight delivery service, or certified mail
(return receipt requested), and if given by personal delivery, shall be deemed delivered upon
receipt; if given by overnight delivery, shall be deemed delivered one (1) day after deposit with a




48









 




reputable nationwide overnight delivery service; and, if given by certified mail (return
receipt requested), shall be deemed delivered three (3) business days after the time the notifying
party deposits the notice with the United States Postal Service. Any notices given pursuant to
this Lease shall be addressed to Tenant at the Premises, or to Landlord or Tenant at the addresses
shown in Sections 2.9 and 2.10, respectively. Either party may, by notice to the
other given pursuant to this Section, specify additional or different addresses for notice
purposes.




39. Miscellaneous.




     39.1. Landlord reserves the right to change the name of the Building or the Project in its
sole discretion.



     39.2. To induce Landlord to enter into this Lease, Tenant agrees that it shall promptly
furnish to Landlord, from time to time, upon Landlord’s written request, the most recent audited
year-end financial statements reflecting Tenant’s current financial condition. Tenant shall,
within ninety (90) days after the end of Tenant’s financial year, furnish Landlord with a certified
copy of Tenant’s audited year-end financial statements for the previous year (unless such
financials are publicly available). Tenant represents and warrants that all financial statements,
records and information furnished by Tenant to Landlord in connection with this Lease are true,
correct and complete in all respects. If audited financials are not otherwise prepared, unaudited
financials certified by the chief financial officer of Tenant as true, correct and complete in all
respects shall suffice for purposes of this Section.



     39.3. Where applicable in this Lease, the singular includes the plural and the masculine or
neuter includes the masculine, feminine and neuter. The words “include,” “includes,” “included”
and “including” shall mean “‘include,’ etc., without limitation.” The section headings of this
Lease are not a part of this Lease and shall have no effect upon the construction or interpretation
of any part hereof.



     39.4. If either party commences an action against the other party arising out of or in
connection with this Lease, then the substantially prevailing party shall be reimbursed by the
other party for all reasonable costs and expenses, including reasonable attorneys’ fees and
expenses, incurred by the substantially prevailing party in such action or proceeding and in any
appeal in connection therewith.



     39.5. Submission of this instrument for examination or signature by Tenant does not constitute
a reservation of or option for a lease, and shall not be effective as a lease or otherwise until
execution by and delivery to both Landlord and Tenant.



     39.6. Time is of the essence with respect to the performance of every provision of this Lease
in which time of performance is a factor.



     39.7. Each provision of this Lease performable by Tenant shall be deemed both a covenant and a
condition.



     39.8. Whenever consent or approval of either party is required, that party shall not
unreasonably withhold such consent or approval, except as may be expressly set forth to the
contrary.



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     39.9. The terms of this Lease are intended by the parties as a final expression of their
agreement with respect to the terms as are included herein, and may not be contradicted by evidence
of any prior or contemporaneous agreement.



     39.10. Any provision of this Lease that shall prove to be invalid, void or illegal shall in no
way affect, impair or invalidate any other provision hereof, and all other provisions of this Lease
shall remain in full force and effect and shall be interpreted as if the invalid, void or illegal
provision did not exist.



     39.11. Landlord may, but shall not be obligated to, record a short form or memorandum hereof
without Tenant’s consent. Within ten (10) days after receipt of written request from Landlord,
Tenant shall execute a termination of any short form or memorandum of lease recorded with respect
hereto. Neither party shall record this Lease. Tenant shall be responsible for the cost of
recording any short form or memorandum of this Lease, including any transfer or other taxes
incurred in connection with said recordation.



     39.12. The language in all parts of this Lease shall be in all cases construed as a whole
according to its fair meaning and not strictly for or against either Landlord or Tenant.



     39.13. Each of the covenants, conditions and agreements herein contained shall inure to the
benefit of and shall apply to and be binding upon the parties hereto and their respective heirs;
legatees; devisees; executors; administrators; and permitted successors, assigns, sublessees.
Nothing in this Section shall in any way alter the provisions of this Lease restricting assignment
or subletting.



     39.14. This Lease shall be governed by, construed and enforced in accordance with the laws of
the state in which the Premises are located, without regard to such state’s conflict of law
principles.



     39.15. Tenant guarantees, warrants and represents that the individual or individuals signing
this Lease have the power, authority and legal capacity to sign this Lease on behalf of and to bind
Tenant.



     39.16. This Lease may be executed in one or more counterparts, each of which, when taken
together, shall constitute one and the same document.



     39.17. No provision of this Lease may be modified, amended or supplemented except by an
agreement in writing signed by Landlord and Tenant. The waiver by Landlord of any breach by Tenant
of any term, covenant or condition herein contained shall not be deemed to be a waiver of any
subsequent breach of the same or any other term, covenant or condition herein contained.



     39.18. To the extent permitted by Applicable Laws, the parties waive trial by jury in any
action, proceeding or counterclaim brought by the other party hereto related to matters arising out
of or in any way connected with this Lease; the relationship between Landlord and Tenant; Tenant’s
use or occupancy of the Premises; or any claim of injury or damage related to this Lease or the
Premises.



50









 




40. Option to Extend Term. Tenant shall have the option (“Option”) to extend the Term by
five (5) years as to the entire Premises (and no less than the entire Premises) (“Option Term”)
upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be
on all the same terms and conditions as this Lease, except as follows:




     40.1. Base Rent shall be adjusted on the first (1st) day of the Option Term to a
rate equal to ninety-five percent (95%) of the fair market value for laboratory and office space in
the Sorrento Valley and Sorrento Mesa submarkets of comparable age, quality and location of the
Project, Project amenities, level of finish, and proximity to amenities and public transit (“FMV”).
If Landlord and Tenant cannot agree on the FMV for the Option Term within thirty (30) days after
the date on which Tenant notifies Landlord that it is exercising the Option, then, no later than an
additional thirty (30) days thereafter (the “Submission Period”), Landlord and Tenant shall each
furnish to the other a notice in writing (an “FMV Notice”) stating such party’s estimate of the
FMV. Such notices shall be accompanied by a statement from a qualified, licensed real estate
appraiser with at least ten (10) years’ experience in the Sorrento Valley and Sorrento Mesa
submarkets (an “Appraiser”) stating such Appraiser’s opinion of FMV. If only one (1) party’s
Appraiser timely submits its opinion of FMV, such FMV shall be binding on Landlord and Tenant. If,
within twenty (20) days after expiration of the Submission Period, Landlord and Tenant still cannot
agree on the FMV, the two (2) Appraisers shall appoint a third qualified, licensed real estate
appraiser (the “Referee”) within seven (7) days. If the Appraisers are unable to agree upon the
selection of the Referee, then the Referee shall be selected within ten (10) days thereafter from
among the San Diego Regional Offices Chapter’s panel of qualified Real Estate Industry Arbitrators
of the American Arbitrator Association (the “Association”) pursuant to the Real Estate Industry
Arbitration rules of the Association. The Referee shall, within thirty (30) days after
appointment, render the Referee’s decision as to the FMV, which opinion shall be strictly limited
to choosing one of the two determinations made by the Appraisers. The decision by the Referee
shall be binding upon Landlord and Tenant, and each shall pay for its own appraisal. The cost of
the Referee shall be shared equally by Landlord and Tenant. In determining FMV, Landlord, Tenant
and, if applicable, the Appraisers and Referee shall each take into account all relevant factors,
including, without limitation, (a) the size of the Premises and length of the Option Term, (b) rent
in comparable buildings in the relevant competitive market, including concessions offered to new
tenants, including without limitation free rent, tenant improvement allowances, and moving
allowances, (c) Tenant’s creditworthiness and (d) the quality and location of the Building and the
Project. Base Rent during the Option Term shall be increased on each annual anniversary of the
Option Term commencement date by two and one-half percent (2.5%).



     40.2. The Option is not assignable separate and apart from this Lease.



     40.3. The Option is conditional upon Tenant giving Landlord written notice of its election to
exercise the Option at least nine (9) months prior to the end of the expiration of the then-current
Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full
responsibility for maintaining a record of the deadlines to exercise the Option. Landlord shall in
no way be obligated to accept any attempt by Tenant to exercise the Option beyond the date provided
in this Section.



51









 





     40.4. The Option is conditional upon Tenant simultaneously exercising its option to
extend the lease term under the Sorrento Plaza Lease.



     40.5. Notwithstanding anything contained in this Article to the contrary, Tenant shall not
have the right to exercise the Option:



          (a) During the time commencing from the date Landlord delivers to Tenant a written notice that
Tenant is in default under any provisions of this Lease and continuing until Tenant has cured the
specified default to Landlord’s reasonable satisfaction;




          (b) At any time after any Default as described in Article 30 of the Lease (provided,
however, that, for purposes of this
Subsection 40.5(b), Landlord shall not be required to
provide Tenant with notice of such Default other than pursuant to Section 30.4(c)) and
continuing until Tenant cures any such Default, if such Default is susceptible to being cured; or




          (c) In the event that Tenant has defaulted in the performance of its obligations under this
Lease three (3) or more times and a service or late charge has become payable under Section
30.1 for each of such defaults during the twelve (12)-month period immediately prior to the
date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults.




     40.6. The period of time within which Tenant may exercise the Option shall not be extended or
enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of
Section 40.5.



     40.7. All of Tenant’s rights under the provisions of the Option shall terminate and be of no
further force or effect even after Tenant’s due and timely exercise of the Option if, after such
exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a
monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord
to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within
thirty (30) days after the date Landlord gives notice to Tenant of such default or (c) Tenant has
defaulted under this Lease three (3) or more times and a service or late charge under Section
30.1 has become payable for any such default, whether or not Tenant has cured such defaults.



41. Relocation Option.




     41.1. Prior to expiration of the initial Term expiring on January 14, 2018, Tenant shall have
the option (the “Relocation Option”) to request to relocate from the Premises to another property
owned by Landlord or any of its affiliates (the “New Premises”), subject to the following terms
and conditions:



          (a) Tenant shall exercise its Relocation Option by providing Landlord with at least nine (9)
months prior written notice of its election to exercise the Relocation Option; and




          (b) The rentable area of the New Premises shall be equal to or greater than sixty thousand
(60,000) square feet in the aggregate, taking into account the space in the




52









 




Building and in the buildings located at 11404 and 11408 Sorrento Valley Road, San Diego,
California, to the extent the same will comprise the New Premises.




     41.2. In the event Tenant exercises the Relocation Option in accordance with Section
41.1, Landlord and Tenant shall negotiate in good faith to determine the base rent for the New
Premises and other terms and conditions of Tenant’s occupancy of the New Premises.



     41.3. In the event Landlord and Tenant fully execute a lease for the New Premises, Landlord
shall pay all reasonable third-party costs incurred by Tenant in connection with such relocation.
In such an event, this Lease shall terminate as of the later of (a) the date Tenant surrenders the
Premises to Landlord in the condition required by the Lease upon termination and (b) the
commencement date of the lease with respect to the New Premises.


42. Lease Guaranty. Tenant shall cause the Guaranty of Lease in the form attached hereto as
Exhibit D (the “Guaranty”) to be (a) executed and delivered to Landlord by the lease
guarantor identified in Section 2.11 (the “Lease Guarantor”) on or before the Execution
Date and (b) maintained during the Term. Tenant shall have the right to request that Landlord
approve a replacement Lease Guarantor at any time during the Term, which approval shall be in
Landlord’s sole discretion. If Landlord approves of such replacement, then such replacement shall
execute and deliver to Landlord the a new Guaranty and the original Lease Guarantor shall be
released from any further liability under the Guaranty of Lease other than with respect to claims
or demands that arose prior to the effective date of such replacement Guaranty.



43. Tenant’s Rooftop Equipment.




     43.1. Subject to Landlord’s approval, Tenant may use portions of the Building rooftop to
operate, maintain, repair and replace rooftop antennae, mechanical
equipment, communications antennas and other equipment installed by Tenant in accordance with this
Article (“Tenant’s Rooftop Equipment”). Tenant’s Rooftop Equipment shall be only for Tenant’s
use of the Premises for the Permitted Use.



     43.2. Tenant shall install Tenant’s Rooftop Equipment at its sole cost and expense, at such
times and in such manner as Landlord may reasonably designate, and in accordance with this Article
and the applicable provisions of this Lease regarding Alterations. Tenant’s Rooftop Equipment and
the installation thereof shall be subject to Landlord’s prior written approval, which approval
shall not be unreasonably withheld. Among other reasons, Landlord may withhold approval if the
installation or operation of Tenant’s Rooftop Equipment could reasonably be expected to damage the
structural integrity of the Building or to transmit vibrations or noise or cause other adverse
effects beyond the Premises to an extent not customary in first class laboratory Buildings, unless
Tenant implements measures that are acceptable to Landlord in its reasonable discretion to avoid
any such damage or transmission.



     43.3. Tenant shall comply with any roof or roof-related warranties. Tenant shall obtain a
letter from Landlord’s roofing contractor within thirty (30) days after completion of any Tenant
work on the rooftop stating that such work did not affect any such warranties. Tenant, at its sole
cost and expense, shall inspect the Tenant’s Rooftop Equipment at least annually, and correct any
loose bolts, fittings or other appurtenances and repair any damage to the roof caused by the



53









 




installation or operation of Tenant’s Rooftop Equipment. Tenant shall not permit the
installation, maintenance or operation of Tenant’s Rooftop Equipment to violate any Applicable
Laws or constitute a nuisance. Tenant shall pay Landlord within thirty (30) days after demand (a)
all applicable taxes, charges, fees or impositions imposed on Landlord by Governmental Authorities
as the result of Tenant’s use of Tenant’s Rooftop Equipment and (b) the amount of any increase in
Landlord’s insurance premiums as a result of the installation of Tenant’s Rooftop Equipment. Upon
Tenant’s written request to Landlord, Landlord shall use commercially reasonable efforts to cause
other tenants to remedy any interference in the operation of Tenant’s Rooftop Equipment caused by
any such tenants’ equipment installed after the applicable piece of Tenant’s Rooftop Equipment;
provided, however, that Landlord shall not be required to request that such tenants waive
their rights under their respective leases.




     43.4. If Tenant’s Equipment (a) causes physical damage to the structural integrity of the
Building, (b) interferes with any telecommunications, mechanical or other systems located at or
near or servicing the Building or the Project that were installed prior to the installation of
Tenant’s Rooftop Equipment, (c) interferes with any other service provided to other tenants in the
Building or the Project by rooftop or penthouse installations that were installed prior to the
installation of Tenant’s Rooftop Equipment or (d) interferes with any other tenants’ business, in
each case in excess of that permissible under Federal Communications Commission regulations, then
Tenant shall cooperate with Landlord to determine the source of the damage or interference and
promptly repair such damage and eliminate such interference, in each case at Tenant’s sole cost and
expense, within ten (10) days after receipt of notice of such damage or interference (which notice
may be oral; provided that Landlord also delivers to Tenant written notice of such damage
or interference within twenty-four (24) hours after providing oral notice).



     43.5. Landlord reserves the right to cause Tenant to relocate Tenant’s Rooftop Equipment to
comparably functional space on the roof or in the penthouse of the Building by giving Tenant prior
written notice thereof. Landlord agrees to pay the reasonable costs thereof. Tenant shall arrange
for the relocation of Tenant’s Rooftop Equipment within sixty (60) days after receipt of Landlord’s
notification of such relocation. In the event Tenant fails to arrange for relocation within such
sixty (60)-day period, Landlord shall have the right to arrange for the relocation of Tenant’s
Rooftop Equipment in a manner that does not unnecessarily interrupt or interfere with Tenant’s use
of the Premises for the Permitted Use.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




54









 





     IN WITNESS WHEREOF, the parties hereto have executed this Lease as of the date
first above written.



	 	 	 	 	 

	LANDLORD:	 	 
	 
	 	 	 	 
	BMR-11388 SORRENTO VALLEY ROAD LLC,

a Delaware limited liability company	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Kevin M. Simonsen
 

Kevin M. Simonsen
	 	 
	Title:

	 	VP, Real Estate Counsel	 	 
	 
	 	 	 	 
	TENANT:	 	 
	 
	 	 	 	 
	HALOZYME, INC.,

a California corporation
 	 	 
	 
	 	 	 	 
	By: 

Name:

	 	/s/ Kurt Gustafson
 

Kurt Gustafson
	 	 
	Title:

	 	Vice President, Secretary and 

Chief Financial Officer
	 	 
















 





EXHIBIT A




PREMISES




A-1









 










 









 










 









 











 











 





EXHIBIT
B-1




TENANT WORK LETTER



     This Tenant Work Letter (this “Tenant Work Letter”) is made and entered into as
of the 10th day of June, 2011, by and between BMR-11388 SORRENTO VALLEY ROAD LLC, a
Delaware limited liability company (“Landlord”), and HALOZYME, INC., a California
corporation (“Tenant”), and is attached to and made a part of that certain Lease dated as
of June 10, 2011 (as the same may be amended, amended and restated, supplemented or otherwise
modified from time to time, the “Lease”), by and between Landlord and Tenant for the
Premises located at 11388 Sorrento Valley Road, San Diego, California. All capitalized terms used
but not otherwise defined herein shall have the meanings given them in the Lease.



1. General Requirements.



     1.1. Authorized Representatives.



          (a) Landlord designates, as Landlord’s authorized representative (“Landlord’s Authorized Representative”), (a) Federico Mina as the person authorized to initial plans,
drawings and approvals pursuant to this Tenant Work Letter and (b) John Bonanno as the person
authorized to initial plans, drawings, approvals and to sign change orders pursuant to this Tenant
Work Letter and any amendments to this Tenant Work Letter or the Lease. Tenant shall not be
obligated to respond to or act upon any such item until such item has been initialed or signed (as
applicable) by the appropriate Landlord’s Authorized Representative. Landlord may change either
Landlord’s Authorized Representative upon one (1) business day’s prior written notice to Tenant.




          (b) Tenant designates Kevin Maxson (“Tenant’s Authorized Representative”) as the
person authorized to initial and sign all plans, drawings, change orders and approvals pursuant to
this Tenant Work Letter. Landlord shall not be obligated to respond to or act upon any such item
until such item has been initialed or signed (as applicable) by Tenant’s Authorized Representative.
Tenant may change Tenant’s Authorized Representative upon one (1) business day’s prior written
notice to Landlord.




     1.2. Schedule. The schedule for design and development of the Tenant Improvements,
including the time periods for preparation and review of construction documents, approvals and
performance, shall be in accordance with a schedule to be prepared by Tenant (the “Schedule”).
Tenant shall prepare the Schedule so that it is a reasonable schedule for the completion of the
Tenant Improvements. As soon as the Schedule is completed, Tenant shall deliver the same to
Landlord for Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or
delayed. Such Schedule shall be approved or disapproved by Landlord within ten (10) business days
after delivery to Landlord. Landlord’s failure to respond within such ten (10) business day period
shall be deemed approval by Landlord. If Landlord disapproves the Schedule, then Landlord shall
notify Tenant in writing of its objections to such Schedule, and the parties shall confer and
negotiate in good faith to reach agreement on the Schedule. Landlord acknowledges that Tenant’s
obligation to commence paying Rent under the Lease is not dependent upon the completion of the
Tenant Improvements, and accordingly, Landlord agrees



B-1









 




to accept any reasonable schedule proposed by Tenant and any reasonable adjustments to the
timeline reflected in the Schedule. The Schedule shall be subject to adjustment as mutually agreed
upon in writing by the parties, or as provided in this Tenant Work Letter.




     1.3. Tenant’s Architects, Contractors and Consultants. The architect, engineering
consultants, design team, general contractor and subcontractors responsible for the construction
of the Tenant Improvements shall be selected by Tenant and approved by Landlord, which approval
Landlord shall not unreasonably withhold, condition or delay. Landlord may refuse to use any
architects, consultants, contractors, subcontractors or material suppliers that Landlord
reasonably believes could cause labor disharmony. All Tenant contracts related to the Tenant
Improvements shall provide that Tenant may assign such contracts to Landlord and Landlord’s
tenants at any time.


2. Tenant Improvements. Except for any Tenant Improvements that Tenant elects for Landlord
to perform pursuant to Article 4 of the Lease, all Tenant Improvements shall be performed
by Tenant’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with
respect to any portion of the TI Allowance) and in accordance with the Approved Plans (as defined
below), the Lease and this Tenant Work Letter. To the extent that the total projected cost of the
Tenant Improvements (as reasonably projected by Landlord) exceeds the TI Allowance (such excess,
the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements on a pari
passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs payable by
Tenant to the TI Allowance payable by Landlord. If Tenant fails to pay, or is late in paying, any
sum due to Landlord under this Tenant Work Letter, then Landlord shall have all of the rights and
remedies set forth in the Lease for nonpayment of Rent (including the right to interest), and for
purposes of any litigation instituted with regard to such amounts the same shall be considered
Rent. All material and equipment furnished by Tenant or its contractors as the Tenant Improvements
shall be new or “like new;” the Tenant Improvements shall be performed in a first-class,
workmanlike manner; and the quality of the Tenant Improvements shall be of a nature and character
not less than the Building Standard. Tenant shall take, and shall cause its contractors to take,
commercially reasonable steps to protect the Premises during the performance of any Tenant
Improvements, including covering or temporarily removing any window coverings so as to guard
against dust, debris or damage.




     2.1. Work Plans. Tenant shall prepare and submit to Landlord for approval schematics
covering the Tenant Improvements prepared in conformity with the applicable provisions of this
Tenant Work Letter (the “Draft Schematic Plans”). The Draft Schematic Plans shall contain
sufficient information and detail to accurately describe the proposed design to Landlord and such
other information as Landlord may reasonably request. Landlord shall notify Tenant in writing
within seven (7) days after receipt of the Draft Schematic Plans whether Landlord approves or
objects to the Draft Schematic Plans and of the manner, if any, in which the Draft Schematic Plans
are unacceptable. Landlord’s failure to respond within such seven (7) day period shall be deemed
approval by Landlord. If Landlord reasonably objects to the Draft Schematic Plans, then Tenant
shall revise the Draft Schematic Plans and cause Landlord’s objections to be remedied in the
revised Draft Schematic Plans. Tenant shall then resubmit the revised Draft Schematic Plans to
Landlord for approval, such approval not to be unreasonably withheld, conditioned or delayed.
Landlord’s approval of or objection to revised Draft Schematic Plans and Tenant’s correction of
the same shall be in accordance with this Section



B-2









 




until Landlord has approved the Draft Schematic Plans in writing or been deemed to have approved
them. The iteration of the Draft Schematic Plans that is approved or deemed approved by Landlord
without objection shall be referred to herein as the “Approved Schematic Plans.”




     2.2. Construction Plans. Tenant shall prepare final plans and specifications for the
Tenant Improvements that (a) are consistent with and are logical evolutions of the Approved
Schematic Plans and (b) incorporate any other Tenant-requested (and Landlord-approved) Changes (as
defined below). As soon as such final plans and specifications (“Construction Plans”) are
completed, Tenant shall deliver the same to Landlord for Landlord’s approval, which approval shall
not be unreasonably withheld, conditioned or delayed. Such Construction Plans shall be approved or
disapproved by Landlord within seven (7) days after delivery to Landlord. Landlord’s failure to
respond within such seven (7) day period shall be deemed approval by Landlord. If the Construction
Plans are disapproved by Landlord, then Landlord shall notify Tenant in writing of its objections
to such Construction Plans, and the parties shall confer and negotiate in good faith to reach
agreement on the Construction Plans. Promptly after the Construction Plans are approved by Landlord
and Tenant, two (2) copies of such Construction Plans shall be initialed and dated by Landlord and
Tenant, and Tenant shall promptly submit such Construction Plans to all appropriate Governmental
Authorities for approval. The Construction Plans so approved, and all change orders specifically
permitted by this Tenant Work Letter, are referred to herein as the “Approved Plans.”



     2.3. Changes to the Tenant Improvements. Any changes to the Approved Plans (each, a
“Change”) shall be requested and instituted in
accordance with the provisions of this Article 2 and shall be subject to the written approval of the non-requesting party in accordance with
this Tenant Work Letter.



          (a) Change Request. Either Landlord or Tenant may request Changes after Landlord
approves the Approved Plans by notifying the other party thereof in writing in substantially the
same form as the AIA standard change order form (a “Change Request”), which Change Request
shall detail the nature and extent of any requested Changes, including (a) the Change, (b) the
party required to perform the Change and (c) any modification of the Approved Plans and the
Schedule, as applicable, necessitated by the Change. If the nature of a Change requires revisions
to the Approved Plans, then the requesting party shall be solely responsible for the cost and
expense of such revisions and any increases in the cost of the Tenant Improvements as a result of
such Change; provided, however, if Tenant requests the Change, the cost thereof will be covered by
the TI Allowance to the extent of availability therefor. Change Requests shall be signed by the
requesting party’s Authorized Representative.




          (b) Approval of Changes. All Change Requests shall be subject to the other party’s
prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.
The non-requesting party shall have five (5) business days after receipt of a Change Request to
notify the requesting party in writing of the non-requesting party’s decision either to approve or
object to the Change Request. The non-requesting party’s failure to respond within such five (5)
business day period shall be deemed approval by the non-requesting party.




     2.4. Preparation of Estimates. Tenant shall, before proceeding with any Change, using
its good faith, diligent efforts, prepare as soon as is reasonably practicable (but in no event
more



B-3









 




than five (5) business days after delivering a Change Request to Landlord or receipt of a Change
Request) an estimate of the increased costs or savings that would result from such Change, as well
as an estimate on such Change’s effects on the Schedule. Landlord shall have five (5) business
days after receipt of such information from Tenant to (a) in the case of a Tenant-initiated Change
Request, approve or reject such Change Request in writing, or (b) in the case of a
Landlord-initiated Change Request, notify Tenant in writing of Landlord’s decision either to
proceed with or abandon the Landlord-initiated Change Request.




3. Completion of Tenant Improvements. Tenant, at its sole cost and expense (except for the
TI Allowance), shall perform and complete the Tenant Improvements in all respects (a) in
substantial conformance with the Approved Plans, (b) otherwise in compliance with provisions of the
Lease and this Tenant Work Letter and (c) in accordance with Applicable Laws, the requirements of
Tenant’s insurance carriers, the requirements of Landlord’s insurance carriers (to the extent
Landlord provides its insurance carriers’ requirements to Tenant) and the board of fire
underwriters having jurisdiction over the Premises. The Tenant Improvements shall be deemed
completed at such time as Tenant shall furnish to Landlord (v) evidence satisfactory to Landlord
that (i) all Tenant Improvements have been completed and paid for in full (which shall be evidenced
by the architect’s certificate of completion and the general contractor’s and each subcontractor’s
and material supplier’s final unconditional waivers and releases of liens, each in a form
acceptable to Landlord and complying with Applicable Laws), (ii) all Tenant Improvements have been
accepted by Landlord, (iii) any and all liens related to the Tenant Improvements have either been
discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or
waived by the party filing such lien and (iv) no security interests relating to the Tenant
Improvements are outstanding, (w) all certifications and approvals with respect to the Tenant
Improvements that may be required from any Governmental Authority and any board of fire
underwriters or similar body for the use and occupancy of the Premises, (x) certificates of
insurance required by the Lease to be purchased and maintained by Tenant, (y) an affidavit from
Tenant’s architect certifying that all work performed in, on or about the Premises is in accordance
with the Approved Plans and (z) for any Tenant Improvements that require a permit in accordance
with applicable building code, complete drawing print sets and electronic CADD files on disc of all
contract documents for work performed by their architect and engineers in relation to the Tenant
Improvements.


4. Insurance.




     4.1. Property Insurance. At all times during the period beginning with commencement
of construction of the Tenant Improvements and ending with final completion of the Tenant
Improvements, Tenant shall maintain, or cause to be maintained (in addition to the insurance
required of Tenant pursuant to the Lease), property insurance insuring Landlord and the Landlord
Parties, as their interests may appear. Such policy shall, on a completed values basis for the
full insurable value at all times, insure against loss or damage by fire, vandalism and malicious
mischief and other such risks as are customarily covered by the so-called “broad form extended
coverage endorsement” upon all Tenant Improvements and the general contractor’s and any
subcontractors’ machinery, tools and equipment, all while each forms a part of, or is contained
in, the Tenant Improvements or any temporary structures on the Premises, or is adjacent thereto;
provided that, for the avoidance of doubt, insurance coverage with respect to the general
contractor’s and any subcontractors’ machinery, tools and equipment shall be carried



B-4









 




on a primary basis by such general contractor or the applicable subcontractor(s). Tenant agrees to
pay any deductible, and Landlord is not responsible for any deductible, for a claim under such
insurance. Said property insurance shall contain an express waiver of any right of subrogation by
the insurer against Landlord and the Landlord Parties, and shall name Landlord and its affiliates
as loss payees as their interests may appear.




     4.2. Workers’ Compensation Insurance. At all times during the period of construction
of the Tenant Improvements, Tenant shall, or shall cause its contractors or subcontractors to,
maintain statutory workers’ compensation insurance as required by Applicable Laws.



5. Liability. Tenant assumes sole responsibility and liability for any and all injuries or
the death of any persons, including Tenant’s contractors and subcontractors and their respective
employees, agents and invitees, and for any and all damages to property caused by, resulting from
or arising out of any act or omission on the part of Tenant, Tenant’s contractors or
subcontractors, or their respective employees, agents and invitees in the prosecution of the Tenant
Improvements. Tenant agrees to indemnify, save, defend (at Landlord’s option and with counsel
reasonably acceptable to Landlord) and hold the Landlord Indemnitees harmless from and against all
Claims due to, because of or arising out of any and all such injuries, death or damage, whether
real or alleged, and Tenant and Tenant’s contractors and subcontractors shall assume and defend at
their sole cost and expense all such Claims; provided, however, that nothing contained in
this Tenant Work Letter shall be deemed to indemnify or otherwise hold Landlord harmless from or
against liability caused by Landlord’s negligence or willful misconduct. Any deficiency in design
or construction of the Tenant Improvements shall be solely the responsibility of Tenant,
notwithstanding the fact that Landlord may have approved of the same in writing.


6. TI Allowance.




     6.1. Application of TI Allowance. Landlord shall contribute the TI Allowance toward
the costs and expenses incurred in connection with the performance of the Tenant Improvements, in
accordance with Article 4 of the Lease. If the entire TI Allowance is not applied toward or
reserved for the costs of the Tenant Improvements, then Tenant shall not be entitled to a credit of
such unused portion of the TI Allowance. If the entire Excess TI Costs advanced by Tenant to
Landlord are not applied toward the costs of the Tenant Improvements, then Landlord shall promptly
return such excess to Tenant following completion of the Tenant Improvements. Tenant may apply the
TI Allowance for the payment of construction and other costs in accordance with the terms and
provisions of the Lease.



     6.2. Approval of Budget for the Tenant Improvements. Notwithstanding anything to the
contrary set forth elsewhere in this Tenant Work Letter or the Lease, Landlord shall not have any
obligation to expend any portion of the TI Allowance until Landlord and Tenant shall have approved
in writing the budget for the Tenant Improvements (the “Approved Budget”). Prior to
Landlord’s approval of the Approved Budget, Tenant shall pay all of the costs and expenses incurred
in connection with the Tenant Improvements as they become due. Landlord shall not be obligated to
reimburse Tenant for costs or expenses relating to the Tenant Improvements that exceed the amount
of the TI Allowance. Landlord shall not unreasonably withhold, condition or delay its approval of
any budget for Tenant Improvements that is proposed by Tenant.



B-5









 





     6.3. Advance Requests. Upon submission by Tenant to Landlord of (a) a statement
(an “Advance Request”) setting forth the total amount of the TI Allowance requested, (b) a summary
of the Tenant Improvements performed using AIA standard form Application for Payment (G 702)
executed by the general contractor and by the architect, (c) invoices from the general contractor,
the architect, and any subcontractors, material suppliers and other parties requesting payment with
respect to the amount of the TI Allowance then being requested, (d) unconditional lien releases
from the general contractor and each subcontractor and material supplier (other than any
subcontractors and material suppliers providing services or material costing less than One Thousand
Dollars ($1,000) with respect to previous payments made by either Landlord or Tenant for the Tenant
Improvements in a form acceptable to Landlord and complying with Applicable Laws and (e)
conditional lien releases from the general contractor and each subcontractor and material supplier
with respect to the Tenant Improvements performed that correspond to the Advance Request, each in a
form acceptable to Landlord and complying with Applicable Laws, then Landlord shall, within twenty
(20) days following receipt by Landlord of an Advance Request and the accompanying materials
required by this Section, pay to the applicable contractors, subcontractors and material suppliers
or to Tenant (for reimbursement for payments made by Tenant prior to Landlord’s approval of the
Approved Budget to such contractors, subcontractors or material suppliers), as elected by Landlord,
the amount of Tenant Improvement costs set forth in such Advance Request; provided,
however, that Landlord shall not be obligated to make any payments under this Section until the
budget for the Tenant Improvements is approved in accordance with Section 6.2 above, and
any Advance Request under this Section shall be subject to the payment limits set forth in
Section 6.2 above and Article 4 of the Lease.


7. Miscellaneous.




     7.1. Number; Headings. Where applicable in this Tenant Work Letter, the singular
includes the plural and the masculine or neuter includes the masculine, feminine and neuter. The
section headings of this Tenant Work Letter are not a part of this Tenant Work Letter and shall
have no effect upon the construction or interpretation of any part hereof.



     7.2. Attorneys’ Fees. If either party commences an action against the other party
arising out of or in connection with this Tenant Work Letter, then the substantially prevailing
party shall be entitled to have and recover from the other party reasonable attorneys’ fees,
charges and disbursements and costs of suit.



     7.3. Time of Essence. Time is of the essence with respect to the performance of every
provision of this Tenant Work Letter in which time of performance is a factor.



     7.4. Covenant and Condition. Each provision of this Tenant Work Letter performable by
Tenant shall be deemed both a covenant and a condition.



     7.5. Withholding of Consent. Whenever consent or approval of either party is required,
that party shall not unreasonably withhold, condition or delay such consent or approval, except as
may be expressly set forth to the contrary.



B-6









 





     7.6.
Invalidity. Any provision of this Tenant Work Letter that shall prove to be invalid,
void or illegal shall in no way affect, impair or invalidate any other provision hereof, and all
other provisions of this Tenant Work Letter shall remain in full force and effect and shall be
interpreted as if the invalid, void or illegal provision did not exist.



     7.7. Interpretation. The language in all parts of this Tenant Work Letter shall be in
all cases construed as a whole according to its fair meaning and not strictly for or against either
Landlord or Tenant.



     7.8. Successors. Each of the covenants, conditions and agreements herein contained
shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their
respective heirs; legatees; devisees; executors; administrators; and permitted successors, assigns,
sublessees. Nothing in this Section shall in any way alter the provisions of the Lease restricting
assignment or subletting.



     7.9. Governing Law. This Tenant Work Letter shall be governed by, construed and
enforced in accordance with the laws of the state in which the Premises are located, without regard
to such state’s conflict of law principles.



     7.10. Power and Authority. Tenant guarantees, warrants and represents that the
individual or individuals signing this Tenant Work Letter have the power, authority and legal
capacity to sign this Tenant Work Letter on behalf of and to bind all entities, corporations,
partnerships, limited liability companies, joint venturers or other organizations and entities on
whose behalf said individual or individuals have signed.



     7.11. Counterparts. This Tenant Work Letter may be executed in one or more
counterparts, each of which, when taken together, shall constitute one and the same document.



     7.12. Amendments; Waiver. No provision of this Tenant Work Letter may be modified,
amended or supplemented except by an agreement in writing signed by Landlord and Tenant. The waiver
by Landlord of any breach by Tenant of any term, covenant or condition herein contained shall not
be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or
condition herein contained.



     7.13. Waiver of Jury Trial. To the extent permitted by Applicable Laws, the parties
waive trial by jury in any action, proceeding or counterclaim brought by the other party hereto
related to matters arising out of or in any way connected with this Tenant Work Letter; the
relationship between Landlord and Tenant; Tenant’s use or occupancy of the Premises; or any claim
of injury or damage related to this Tenant Work Letter or the Premises.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




B-7









 





     IN WITNESS WHEREOF, Landlord and Tenant have executed this Tenant Work Letter to be effective
on the date first above written.


LANDLORD:




BMR-11388 SORRENTO VALLEY ROAD LLC,

a Delaware limited liability company




	 	 	 	 	 

	By: 

Name:

	 	/s/ Kevin M. Simonsen
 

Kevin M. Simonsen
	 	 
	Title:

	 	VP, Real Estate Counsel	 	 






TENANT:




HALOZYME, INC.,

a California corporation




	 	 	 	 	 

	By: 

Name:

	 	/s/ Kurt Gustafson
 

Kurt Gustafson
	 	 
	Title:

	 	Vice President, Secretary and	 	 
	 

	 	Chief Financial Officer	 	 






B-8









 





EXHIBIT B-2




LANDLORD WORK LETTER



     This Landlord Work Letter (this “Landlord Work Letter”) is made and entered into
as of the 10th day of June, 2011, by and between BMR-11388 SORRENTO VALLEY ROAD LLC, a
Delaware limited liability company (“Landlord”), and HALOZYME, INC., a California
corporation (“Tenant”), and is attached to and made a part of that certain Lease dated as
of June 10, 2011 (as the same may be amended, amended and restated, supplemented or otherwise
modified from time to time, the “Lease”), by and between Landlord and Tenant for the
Premises located at 11388 Sorrento Valley Road, San Diego, California. All capitalized terms used
but not otherwise defined herein shall have the meanings given them in the Lease.


1. General Requirements.




     1.1. Authorized Representatives.



          (a) Landlord designates, as Landlord’s authorized representative (“Landlord’s Authorized Representative”), (a) Federico Mina as the person authorized to initial plans,
drawings and approvals pursuant to this Landlord Work Letter and (b) John Bonanno as the person
authorized to initial plans, drawings, approvals and to sign change orders pursuant to this
Landlord Work Letter and any amendments to this Landlord Work Letter or the Lease. Tenant shall not
be obligated to respond to or act upon any such item until such item has been initialed or signed
(as applicable) by the appropriate Landlord’s Authorized Representative. Landlord may change either
Landlord’s Authorized Representative upon one (1) business day’s prior written notice to Tenant.




          (b) Tenant designates Kevin Maxson (“Tenant’s Authorized Representative”) as the
person authorized to initial and sign all plans, drawings, change orders and approvals pursuant to
this Landlord Work Letter. Landlord shall not be obligated to respond to or act upon any such item
until such item has been initialed or signed (as applicable) by Tenant’s Authorized Representative.
Tenant may change Tenant’s Authorized Representative upon one (1) business day’s prior written
notice to Landlord.




     1.2. Schedule. The schedule for design and development of the Tenant Improvements,
including the time periods for preparation and review of construction documents, approvals and
performance, shall be in accordance with a schedule to be prepared by Landlord after consultation
with Tenant (the “Schedule”). The Schedule shall be subject to adjustment as mutually
agreed upon in writing by the parties, or as otherwise provided in this Landlord Work Letter.



     1.3. Landlord’s Architects, Contractors and Consultants. The architect, engineering
consultants, design team, general contractor and subcontractors responsible for the construction of
the Tenant Improvements shall be selected by Landlord.


2. Tenant Improvements. Subject to Landlord receiving prior written notice from Tenant (as
set forth in Article 4 of the Lease), certain Tenant Improvements shall be performed by
Landlord’s contractor, at Tenant’s sole cost and expense (subject to Landlord’s obligations with




B-9









 




respect to any portion of the TI Allowance and in substantial accordance with the Approved Plans
(as defined below), the Lease and this Landlord Work Letter. To the extent that the total projected
cost of the Tenant Improvements (as reasonably projected by Landlord) exceeds the TI Allowance
(such excess, the “Excess TI Costs”), Tenant shall pay the costs of the Tenant Improvements
on a pari passu basis with Landlord as such costs become due, in the proportion of Excess TI Costs
payable by Tenant to the TI Allowance. If Tenant fails to pay, or is late in paying, any sum due to
Landlord under this Landlord Work Letter, then Landlord shall have all of the rights and remedies
set forth in the Lease for nonpayment of Rent (including the right to interest), and for purposes
of any litigation instituted with regard to such amounts the same shall be considered Rent. All
material and equipment furnished by Landlord or its contractors as the Tenant Improvements shall be
new or “like new,” and the Tenant Improvements shall be performed in a first-class, workmanlike
manner; and the quality of the Tenant Improvements shall be of a nature and character not less than
the Building Standard.




     2.1. Work Plans. Landlord shall prepare and submit to Tenant for approval schematics
covering the Tenant Improvements prepared in conformity with the applicable provisions of this
Landlord Work Letter (the “Draft Schematic Plans”). The Draft Schematic Plans shall contain
sufficient information and detail to accurately describe the proposed design to Tenant. Tenant
shall notify Landlord in writing within seven (7) days after receipt of the Draft Schematic Plans
whether Tenant approves or objects to the Draft Schematic Plans and of the manner, if any, in which
the Draft Schematic Plans are unacceptable. Tenant’s failure to respond within such seven (7) day
period shall be deemed approval by Tenant. If Tenant reasonably objects to the Draft Schematic
Plans, then Landlord shall revise the Draft Schematic Plans and cause Tenant’s objections to be
remedied in the revised Draft Schematic Plans. Landlord shall then resubmit the revised Draft
Schematic Plans to Tenant for approval, such approval not to be unreasonably withheld, conditioned
or delayed. Tenant’s approval of or objection to revised Draft Schematic Plans and Landlord’s
correction of the same shall be in accordance with this Section until Tenant has approved the Draft
Schematic Plans in writing or been deemed to have approved them. The iteration of the Draft
Schematic Plans that is approved or deemed approved by Tenant without objection shall be referred
to herein as the “Approved Schematic Plans.”



     2.2. Construction Plans. Landlord shall prepare final plans and specifications for the
Tenant Improvements that (a) are consistent with and are logical evolutions of the Approved
Schematic Plans and (b) incorporate any other Tenant-requested (and Landlord-approved) Changes (as
defined below). As soon as such final plans and specifications (“Construction Plans”) are
completed, Landlord shall deliver the same to Tenant for Tenant’s approval, which approval shall
not be unreasonably withheld, conditioned or delayed. Such Construction Plans shall be approved or
disapproved by Tenant within seven (7) days after delivery to Tenant. Tenant’s failure to respond
within such seven (7) day period shall be deemed approval by Tenant. If the Construction Plans are
disapproved by Tenant, then Tenant shall notify Landlord in writing of its reasonable objections to
such Construction Plans, and the parties shall confer and negotiate in good faith to reach
agreement on the Construction Plans. Promptly after the Construction Plans are approved by Landlord
and Tenant, two (2) copies of such Construction Plans shall be initialed and dated by Landlord and
Tenant, and Landlord shall promptly submit such Construction Plans to all appropriate Governmental
Authorities for approval. The Construction Plans so approved, and all change orders specifically
permitted by this Landlord Work Letter, are referred to herein as the “Approved Plans.”



B-10









 





     2.3. Changes to the Tenant Improvements. Any changes to the Approved Plans (each, a
“Change”) shall be requested and instituted in accordance with the provisions of this
Article 2 and shall be subject to the written approval of the non-requesting party in
accordance with this Landlord Work Letter.



          (a) Change Request. Either Landlord or Tenant may request Changes after Tenant
approves the Approved Plans by notifying the other party thereof in writing in substantially the
same form as the AIA standard change order form (a “Change Request”), which Change Request
shall detail the nature and extent of any requested Changes, including (a) the Change, (b) the
party required to perform the Change and (c) any modification of the Approved Plans and the
Schedule, as applicable, necessitated by the Change. If the nature of a Change requires revisions
to the Approved Plans, then the requesting party shall be solely responsible for the cost and
expense of such revisions and any increases in the cost of the Tenant Improvements as a result of
such Change. Change Requests shall be signed by the requesting party’s Authorized Representative.




          (b) Approval of Changes. All Change Requests shall be subject to the other party’s
prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed.
The non-requesting party shall have five (5) business days after receipt of a Change Request to
notify the requesting party in writing of the non-requesting party’s decision either to approve or
object to the Change Request. The non-requesting party’s failure to respond within such five (5)
business day period shall be deemed approval by the non-requesting party.



3. Requests for Consent. Except as otherwise provided in this Landlord Work Letter, Tenant
shall respond to all requests for consents, approvals or directions made by Landlord pursuant to
this Landlord Work Letter within five (5) days following Tenant’s receipt of such request. Tenant’s
failure to respond within such five (5) day period shall be deemed approval by Tenant.



4. TI Allowance.




     4.1. Application of TI Allowance. Landlord shall contribute the TI Allowance toward
the costs and expenses incurred in connection with the performance of the Tenant Improvements, in
accordance with Article 4 of the Lease. If the entire TI Allowance is not applied toward or
reserved for the costs of the Tenant Improvements, then Tenant shall not be entitled to a credit of
such unused portion of the TI Allowance. If the entire Excess TI Costs advanced by Tenant to
Landlord are not applied toward the costs of the Tenant Improvements, then Landlord shall promptly
return such excess to Tenant following completion of the Tenant Improvements. Tenant may apply the
TI Allowance for the payment of future construction and other costs in accordance with the terms
and provisions of the Lease.



     4.2. Approval of Budget for the Tenant Improvements. Notwithstanding anything to the
contrary set forth elsewhere in this Landlord Work Letter or the Lease, Landlord shall not have any
obligation to expend any portion of the TI Allowance until Landlord and Tenant shall have approved
in writing the budget for the Tenant Improvements (the “Approved Budget”). Landlord may not
unreasonably withhold, condition or delay approval of the budget. Prior to Landlord’s approval of
the Approved Budget, Tenant shall pay all of the costs and expenses



B-11









 




incurred in connection with the Tenant Improvements as they become due. Tenant shall promptly
reimburse Landlord for costs or expenses relating to the Tenant Improvements that exceed the
amount of the TI Allowance.



5. Miscellaneous.




     5.1. Number; Headings. Where applicable in this Landlord Work Letter, the singular
includes the plural and the masculine or neuter includes the masculine, feminine and neuter. The
section headings of this Landlord Work Letter are not a part of this Landlord Work Letter and shall
have no effect upon the construction or interpretation of any part hereof.



     5.2. Attorneys’ Fees. If either party commences an action against the other party
arising out of or in connection with this Landlord Work Letter, then the substantially prevailing
party shall be entitled to have and recover from the other party reasonable attorneys’ fees,
charges and disbursements and costs of suit.



     5.3. Time of Essence. Time is of the essence with respect to the performance of every
provision of this Landlord Work Letter in which time of performance is a factor.



     5.4. Covenant and Condition. Each provision of this Landlord Work Letter performable
by Tenant shall be deemed both a covenant and a condition.



     5.5. Withholding of Consent. Whenever consent or approval of either party is required,
that party shall not unreasonably withhold, condition or delay such consent or approval, except as
may be expressly set forth to the contrary.



     5.6. Invalidity. Any provision of this Landlord Work Letter that shall prove to be
invalid, void or illegal shall in no way affect, impair or invalidate any other provision hereof,
and all other provisions of this Landlord Work Letter shall remain in full force and effect and
shall be interpreted as if the invalid, void or illegal provision did not exist.



     5.7. Interpretation. The language in all parts of this Landlord Work Letter shall be
in all cases construed as a whole according to its fair meaning and not strictly for or against
either Landlord or Tenant.



     5.8. Successors. Each of the covenants, conditions and agreements herein contained
shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their
respective heirs; legatees; devisees; executors; administrators; and permitted successors, assigns,
sublessees. Nothing in this Section shall in any way alter the provisions of the Lease restricting
assignment or subletting.



     5.9. Governing Law. This Landlord Work Letter shall be governed by, construed and
enforced in accordance with the laws of the state in which the Premises are located, without regard
to such state’s conflict of law principles.



     5.10. Power and Authority. Tenant guarantees, warrants and represents that the
individual or individuals signing this Landlord Work Letter have the power, authority and legal
capacity to sign this Landlord Work Letter on behalf of and to bind all entities, corporations,



B-12









 




partnerships, limited liability companies, joint venturers or other organizations and entities on
whose behalf said individual or individuals have signed.




     5.11. Counterparts. This Landlord Work Letter may be executed in one or more
counterparts, each of which, when taken together, shall constitute one and the same document.



     5.12. Amendments; Waiver. No provision of this Landlord Work Letter may be modified,
amended or supplemented except by an agreement in writing signed by Landlord and Tenant. The waiver
by Landlord of any breach by Tenant of any term, covenant or condition herein contained shall not
be deemed to be a waiver of any subsequent breach of the same or any other term, covenant or
condition herein contained.



     5.13. Waiver of Jury Trial. To the extent permitted by Applicable Laws, the parties
waive trial by jury in any action, proceeding or counterclaim brought by the other party hereto
related to matters arising out of or in any way connected with this Landlord Work Letter; the
relationship between Landlord and Tenant; Tenant’s use or occupancy of the Premises; or any claim
of injury or damage related to this Landlord Work Letter or the Premises.



[REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]




B-13









 





     IN WITNESS WHEREOF, Landlord and Tenant have executed this Landlord Work Letter to be
effective on the date first above written.



LANDLORD:




BMR-11388 SORRENTO VALLEY ROAD LLC,

a Delaware limited liability company




	 	 	 	 	 

	By: 

Name:

	 	/s/ Kevin M. Simonsen
 

Kevin M. Simonsen
	 	 
	Title:

	 	VP, Real Estate Counsel	 	 






TENANT:




HALOZYME, INC.,

a California corporation




	 	 	 	 	 

	By: 

Name:

	 	/s/ Kurt Gustafson
 

Kurt Gustafson
	 	 
	Title:

	 	Vice President, Secretary and	 	 
	 

	 	Chief Financial Officer	 	 






B-14









 





EXHIBIT C




LANDLORD’S WORK




	•	 	Upgrade the Johnson Controls building management system (“BMS”) front end and add
HVAC equipment in the Building that is not currently connected to the BMS.
	 
	•	 	Perform full fire alarm system retrofit, including fire alarm panels, horns, strobes and
other alarm devices, including wiring of devices.
	 
	•	 	Perform deferred maintenance repairs to the hot water boilers, including system pump
replacements.
	 
	•	 	Add variable frequency drives to chilled water pumps, with possible replacement of one or
more chilled water pumps, depending on age and condition.
	 
	•	 	Provide a water protection solution for and repairs to the exterior doors of the Premises.





C-1









 





EXHIBIT D




FORM OF GUARANTY OF LEASE



     THIS GUARANTY OF LEASE (“Guaranty”), dated as of June 10, 2011, is made and entered into by
HALOZYME THERAPEUTICS, INC., a Delaware corporation (“Guarantor”).



RECITALS



A. This Guaranty is being executed and delivered by Guarantor as an essential inducement to that
certain Amended and Restated Lease by and between BMR-11388 SORRENTO VALLEY ROAD LLC, a Delaware
limited liability company (“Landlord”), and Halozyme, Inc., a California corporation (“Tenant”),
dated as of June 10, 2011 (the “Lease”) for the premises consisting of approximately 27,575 square
feet located at 11388 Sorrento Valley Road, San Diego, California 92121 (the “Premises”). All
capitalized terms used in this Guaranty, unless specifically defined in this Guaranty, shall have
the same meaning as such terms have in the Lease.



B. Guarantor is executing and delivering this Guaranty concurrently with Tenant’s execution and
delivery of the Lease.



C. Unless otherwise defined in this Guaranty, all capitalized terms used in this Guaranty have the
same definitions as are set forth in the lease.




AGREEMENT




     In consideration of the recitals (which are incorporated herein and made a part hereof), and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Guarantor agrees, covenants, represents and warrants as set forth below.


1. Guaranty. Guarantor hereby unconditionally guarantees the timely payment and performance
of all rent, charges, and obligations of Tenant under the Lease and all other documents evidencing
or securing the obligations under the Lease, including, without limitation, Tenant’s obligations to
pay all Base Rent and Additional Rent and to perform all maintenance and indemnity obligations
under the Lease (collectively, the “Guaranteed Obligations”). This Guaranty is an absolute
guaranty of payment and performance and not of collection. This Guaranty will survive the
termination of the Lease and will continue in full force and effect with respect to any of Tenant’s
obligations under the Lease which are not fully performed upon the termination of the Lease.



2. Rights of Landlord. Guarantor authorizes Landlord to, at any time and from time to time,
in Landlord’s discretion, (a) take and hold, and apply, any security for the Guaranteed
Obligations; (b) accept additional or substituted security; (c) subordinate, compromise or release
any security; (d) release Tenant or any other person from its liability for all or any part of the
Guaranteed Obligations; (e) participate in any settlement offered by Tenant or any guarantor,
whether in liquidation, reorganization, receivership, bankruptcy or otherwise; (f) release,
substitute or add any one or more guarantors or endorsers; (g) assign this Guaranty or the





D-1









 







Guaranteed Obligations in whole or in part; or (h) modify, extend or amend the Guaranteed
Obligations. Landlord may take any of the foregoing actions upon any terms and conditions as
Landlord may elect, without giving notice to Guarantor or obtaining the consent of Guarantor and
without affecting the liability of Guarantor to Landlord.



3. Independent Obligations. Guarantor’s obligations under this Guaranty are independent of
those of Tenant or of any other guarantor. Landlord may bring a separate action against Guarantor
without proceeding (either before, after or concurrently) against Tenant or any other guarantor or
person or any security held by Landlord and without pursuing any other remedy. Landlord’s rights
under this Guaranty shall not be exhausted by any action of Landlord until all of the Guaranteed
Obligations have been fully performed.



4. Waiver of Defenses. Guarantor waives:




     4.1. Any right to require Landlord to proceed against Tenant or any other person or any
security now or hereafter held by Landlord or to pursue any other remedy whatsoever, including,
without limitation, any such right or any other right set forth in or arising out of Sections 2845,
2848, 2849, 2850, 2855 or 3433 of the California Civil Code.



     4.2. Any defense based upon any legal disability of Tenant or any guarantor, or any discharge
or limitation of the liability of Tenant or any guarantor to Landlord, or any restraint or stay
applicable to actions against Tenant or any other guarantor, whether such disability, discharge,
limitation, restraint or stay is consensual, or by order of a court or other governmental
authority, or arising by operation of law or any liquidation, reorganization, receivership,
bankruptcy, insolvency or debtor-relief proceeding, or from any other cause.



     4.3. All setoffs, counterclaims, presentment, demand, protest or notice of any kind, except
for any notice which may be expressly required by the provisions of this Guaranty.



     4.4. Any defense based upon the modification, renewal, extension or other alteration of the
Guaranteed Obligations, or of the documents executed in connection therewith.



     4.5. Any defense based upon the negligence of Landlord, including, without limitation, the
failure to file a claim in any bankruptcy of the Tenant or any guarantor.



     4.6. Any defense based upon a statute of limitations and any defense based upon Landlord’s
delay in enforcing this Guaranty.



     4.7. All rights of subrogation, reimbursement, indemnity, all rights to enforce any remedy
that Landlord may have against Tenant, and all rights to participate in any security held by
Landlord for the Guaranteed Obligations, including, without limitation, any such right or any other
right set forth in Sections 2845, 2848 or 2849 of the California Civil Code, until the Guaranteed
Obligations have been paid and performed in full.



     4.8. Any defense based upon or arising out of any defense that the Tenant or any other person
may have to the performance of any part of the Guaranteed Obligations other than Landlord’s prior
material breach of any dependent covenant thereto.



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     4.9. Any defense based upon the death, incapacity, lack of authority or termination of existence or
revocation hereof by any person or entity or persons or entities, or the substitution of any party
hereto.



     4.10. Any defense based upon or related to Guarantor’s lack of knowledge as to Tenant’s
financial condition.



     4.11. Any defense based upon Section 2809 of the California Civil Code.



     4.12. Any and all rights to revoke this Guaranty in whole or in part, and all rights and
benefits of Section 2815 of the California Civil Code.



     4.13. Any defense based upon any action taken or omitted by Landlord in any bankruptcy or
other insolvency proceeding involving Tenant, including any election to have Landlord’s claim
allowed as secured, partially secured or unsecured, any action taken by the Landlord in connection
with a motion to assume, assign or reject the Lease, any extension of credit by the Landlord to the
Tenant in any such proceeding, and the taking and holding by the Landlord of any security for any
such extension of credit.



     4.14. Any right or defense that is or may become available to the Guarantor by reason of
California Civil Code Sections 2787 to and including 2855, 2899 and 3433.



     4.15. All rights and defenses arising out of an election of remedies by Landlord, even though
that election of remedies destroys or impairs Guarantor’s right of subrogation or reimbursement
against Tenant.


5. Bankruptcy.




     5.1. Until all of the Guaranteed Obligations have been paid and performed in full, Guarantor
shall not, without the prior written consent of Landlord, commence, or join with any other person
in commencing, any bankruptcy, reorganization, or insolvency proceeding against Tenant. The
obligations of Guarantor under this Guaranty shall not be altered, limited, or affected by any
proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership,
reorganization, liquidation, or arrangement of Tenant, or by any defense Tenant may have by reason
of any order, decree, or decision of any court or administrative body resulting from any such
proceeding. No limitation upon or stay of the enforcement of any obligation of Tenant by virtue of
any such proceeding shall limit or stay Landlord’s enforcement of Guarantor’s payment or
performance of such obligation under this Guaranty. In furtherance of the foregoing, Guarantor
agrees that if acceleration of the time for payment of any amount payable by Tenant under the Lease
or in respect of the other Guaranteed Obligations is stayed for any reason, all such amounts which
would be subject to acceleration shall nonetheless be deemed to be accelerated for purposes of this
Guaranty and the full amount thereof shall be payable by Guarantor hereunder forthwith upon demand.



     5.2. Guarantor shall file in any bankruptcy or other proceeding in which the filing of claims
is required or permitted by law all claims that Guarantor may have against Tenant relating to any
indebtedness of Tenant to Guarantor, and will upon request assign to Landlord all rights of
Guarantor thereunder. In all such cases, whether in administration, bankruptcy, or otherwise,



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the person or persons authorized to pay such claim shall pay to Landlord the amount payable on
such claim. Guarantor hereby assigns to Landlord all of the Guarantor’s rights to any such
payments or distributions to which Guarantor would otherwise be entitled; provided, however, that
Guarantor’s obligations hereunder shall not be satisfied except to the extent that Landlord
receives cash by reason of any such payment or distribution. If Landlord receives anything
hereunder other than cash, the same shall be held as collateral for amounts due under this
Guaranty.



6. Costs and Expenses. Guarantor agrees to pay, upon Landlord’s demand, Landlord’s
reasonable out-of-pocket costs and expenses, including but not limited to attorneys’ fees, costs
and disbursements, incurred in any effort to collect or enforce any of the Guaranteed Obligations
or this Guaranty, regardless whether any lawsuit is filed, and in the representation of Landlord in
any insolvency, bankruptcy, reorganization or similar proceeding relating to Tenant or Guarantor.
Until paid to Landlord, such sums will bear interest from the date such costs and expenses are
incurred at the rate set forth in the Lease for past due obligations. The obligations of the
Guarantor under this Section shall include payment of all such costs and expenses incurred by
Landlord in enforcing any judgments.



7. Reinstatement. The liability of Guarantor hereunder will be reinstated and revived, and
the rights of Landlord will continue, with respect to any amount at any time paid on account of the
Guaranteed Obligations which Landlord is thereafter required to restore or return or which is
avoided in connection with the bankruptcy, insolvency or reorganization of Tenant or otherwise, all
as though such amount had not been paid. The determination as to whether any such payment or
performance must be restored or returned will be made by Landlord in its sole discretion; provided,
however, that if Landlord chooses to contest any such matter, Guarantor agrees to indemnify, defend
and hold harmless Landlord from all costs and expenses (including, without limitation, reasonable
legal fees and disbursements) of such contest. Further, upon demand from Landlord, Guarantor will
restore or return such payment or performance directly on Landlord’s behalf in furtherance of
Guarantor’s obligations hereunder. Landlord will be under no obligation to return or deliver this
Guaranty to Guarantor, notwithstanding the payment of the Guaranteed Obligations. If this Guaranty
is nevertheless returned to Guarantor or is otherwise released, then the provisions of this
Guaranty will survive such return or release, and the liability of Guarantor under this Guaranty
will be reinstated and continued under the circumstances provided herein notwithstanding such
return or release.



8. Subordination. Any indebtedness of Tenant to Guarantor now or hereafter existing shall
be, and such indebtedness hereby is, deferred, postponed and subordinated to payment and
performance of the Guaranteed Obligations. Any payment made to Guarantor by Tenant or any third
party with respect to the indebtedness subordinated hereunder at any time when a Default exists
under the Lease or while any Guaranteed Obligations are otherwise then payable or performable shall
be held in trust by Guarantor for the benefit of Landlord and shall be turned over to Landlord
immediately upon receipt thereof for application by Landlord against the Guaranteed Obligations.
Any lien, charge or claim which Guarantor now has or hereafter may have on or to any real or
personal property of Tenant (including without limitation any real property subject of the Lease,
the personal property located thereon, any rights therein and related thereto, and the revenue or
income realized therefrom) and any security for any loans,




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advances or other indebtedness of Tenant to Guarantor, shall be, and hereby is, subordinated to
the payment and performance of the Guaranteed Obligations.



9. Representations and Warranties. Guarantor, and each of the persons or entities
executing this Guaranty as Guarantor individually, makes the following representations and
warranties, which are deemed to be continuing representations and warranties until payment and
performance in full of the Guaranteed Obligations.




          9.1. Guarantor has all the requisite power and authority to execute, deliver and be legally
bound by this Guaranty on the terms and conditions herein stated.




          9.2. Guarantor has all the requisite power and authority to transact any other business with
Landlord as necessary to fulfill the terms of this Guaranty.




          9.3. This Guaranty constitutes the legal, valid and binding obligations of Guarantor
enforceable against Guarantor in accordance with its terms.




          9.4. Neither the execution and delivery of this Guaranty nor the consummation of the
transaction contemplated hereby will, with or without notice or lapse of time, (a) constitute a
breach of any of the terms and provisions of any note, contract, document, agreement or
undertaking, whether written or oral, to which Guarantor is a party or to which Guarantor’s
property is subject; (b) accelerate or constitute any event entitling the holder of any
indebtedness of Guarantor to accelerate the maturity of any such indebtedness; (c) conflict with or
result in a breach of any writ, order, injunction or decree against Guarantor of any court or
governmental agency or instrumentality; or (d) conflict with or be prohibited by any federal,
state, local or other governmental law, statute, rule or regulation.




          9.5. No consent of any other person not heretofore obtained and no consent, approval or
authorization of any person or entity is required in connection with the valid execution, delivery
or performance by Guarantor of this Guaranty.




          9.6. Guarantor will receive substantial and material benefits from the leasing of the Premises
to Tenant and the consideration received by Guarantor for this Guaranty is sufficient in all
respects. Guarantor is executing and delivering this Guaranty concurrently with Tenant’s execution
and delivery of the Lease.




          9.7. Guarantor presently has and will at all times maintain sufficient assets and tangible net
worth to timely pay and perform all of the Guaranteed Obligations, and Guarantor will not take any
action nor participate in any transaction which would materially impair Guarantor’s ability to so
pay and perform the Guaranteed Obligations.




          9.8. Neither this Guaranty nor any other statement furnished by Guarantor to Landlord in
connection with the transactions contemplated hereby (including, without limitation, any financial
statements or other business information) contains any untrue statement of material fact or omits
to state a material fact necessary in order to make the statements contained herein or therein true
and not misleading.





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10. Joint and Several Liability. The obligations, waivers, promises, representations
and warranties set forth herein are the joint and several undertakings of each of the persons or
entities executing this Guaranty as a Guarantor and of any other guarantors or other persons or
entities obligated from time to time with respect to the Guaranteed Obligations. Landlord may
proceed hereunder against any one or more of said persons or entities without waiving its rights to
proceed against any of the others. Any married person who executes this Guaranty agrees that
recourse may be had against his or her separate and community property.



11. Inducement; No Assignment. Guarantor acknowledges that the undertakings given in this
Guaranty are given in consideration of Landlord’s entering into the Lease and that Landlord would
not enter into the Lease but for the execution and delivery of this Guaranty.
Guarantor’s obligations hereunder are personal to Guarantor and Guarantor may not assign or
delegate any of its obligations under this Guaranty without Landlord’s prior written consent, which
consent may be withheld in Landlord’s sole, absolute and arbitrary discretion.



12. Guarantor Information. Guarantor will promptly supply such financial statements and
business information regarding Guarantor as may reasonably be requested from time to time by
Landlord or any lender or prospective purchaser of Landlord for the purpose of evaluating the
creditworthiness of Guarantor and Guarantor’s ability to perform its obligations under this
Guaranty. Notwithstanding the foregoing, for so long as Guarantor is a publicly traded company,
Guarantor’s obligations hereunder shall be satisfied by the financial information disclosed in its
publicly available 1OK and 1OQ reports.



13. Tenant’s Financial Condition. Guarantor is relying upon its own knowledge and has made
such investigation as Guarantor has deemed necessary with respect to Tenant’s financial condition.
Guarantor assumes full responsibility for keeping fully informed of the financial condition of
Tenant and all other circumstances affecting Tenant’s ability to pay and perform its obligations
under the Lease, and agrees that Landlord will have no duty to report to Guarantor any
information which Landlord receives about Tenant’s financial condition or any
circumstances bearing on Tenant’s ability to perform. Guarantor agrees that Landlord has made no
representations or assurances regarding Tenant’s financial condition or Tenant’s ability to pay and
perform Tenant’s obligations under the Lease.



14. Default. The occurrence of any one or more of the following events shall, at the
election of Landlord, be deemed an event of default under this Guaranty: (a) Guarantor fails to pay
any monetary Guaranteed Obligation within five days after demand from Landlord; (b) Guarantor fails
to perform any non-monetary Guaranteed Obligation within 15 days after demand therefor from
Landlord (or, Guarantor is not able through the use of commercially reasonable efforts to perform
such Guaranteed Obligation with a 15 day period, if Guarantor does not commence to perform such
obligation within such 15 day period and diligently pursue such performance to completion within
an additional 60 days after the expiration of the initial 15 day period); (c) Guarantor fails or
neglects to perform, keep or observe any other term, provision, agreement or covenant contained in
this Guaranty; (d) the commencement of any liquidation, reorganization, receivership, bankruptcy,
assignment for the benefit of creditors or other similar proceeding by or against Guarantor; (e) if
any representation or warranty made in this Guaranty shall be or become false in any
material respect; or (f) the death, legal incapacity, dissolution or termination of the
Guarantor. Upon the occurrence of an event of default under this Guaranty, at




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the option of Landlord, the Guaranteed Obligations shall be accelerated and shall all be due and
payable and enforceable against Guarantor (regardless whether the Guaranteed Obligations are then
due and payable under the Lease or otherwise) and Landlord may, in its sole discretion, in
addition to any other right or remedy provided by law or at equity, all of which are cumulative
and non-exclusive, proceed to suit against the Guarantor.



15. Transfer by Landlord. Landlord may sell, assign, or otherwise transfer its interest in
the Premises, the Lease or this Guaranty at any time. If Landlord transfers (other than for
collateral security purposes) the ownership of Landlord’s interest in the Lease, this Guaranty
shall, unless landlord elects otherwise in writing, automatically apply in favor of the transferee
with respect to all Guaranteed Obligations arising or accruing from and after the date of the
transfer. In addition, this Guaranty shall remain in full force and effect in favor of the
transferor with respect to all Guaranteed Obligations arising or accruing under the lease prior to
the date of the transfer including, without limitation, all Guaranteed Obligations relating to
Tenant’s indemnity and insurance obligations (and similar obligations) under the lease with respect
to matters arising or accruing during the transferor’s period of ownership.



16. Severability. If any one or more of the covenants, provisions or terms of this Guaranty
is, in any respect, held to be invalid, illegal or unenforceable for any reason, the remaining
portion thereof and all other covenants, conditions, provisions, and terms of this Guaranty will
not be affected by such holding, but will remain valid and in force to the fullest extent permitted
by law.



17. Notices. All notices, demands and other communications with, to, from or upon the
Guarantor and the landlord required or permitted hereunder shall be in writing, addressed to the
parties at their respective addresses as follows: (a) with respect to Landlord, to the notice
address(es) for Landlord under the lease; and (b) with respect to Guarantor, unless a separate
notice address is specified on the signature page of this Guaranty, to Guarantor in care of Tenant
at the notice address(es) for Tenant under the Lease; or (c) as to either, at such other address as
shall be designated in a written notice to the other complying with the terms of this Section. All
such communications shall be deemed effective upon the earliest of (i) actual delivery if delivered
by personal delivery; (ii) four Business Days following deposit, first class postage prepaid, with
the United States mail; (iii) if sent by certified postage prepaid mail, upon the earliest to occur
of (A) four (4) business days following deposit thereof in the United States mail, or (B) receipt
(or refusal to accept delivery); or (iv) on the next business day after deposit with an overnight
air courier with request for next business day delivery.



18. Miscellaneous. No provision of this Guaranty or Landlord’s rights hereunder may be
waived or modified nor can Guarantor be released from its obligations hereunder except by a writing
executed by landlord. No such waiver shall be applicable except in the specific instance for which
given. No delay or failure by landlord to exercise any right or remedy against Tenant or Guarantor
will be construed as a waiver of that right or remedy. All remedies of landlord against Tenant and
Guarantor are cumulative. This Guaranty shall be governed by and construed under the laws of the
State of California. The provisions of this Guaranty will bind and benefit the heirs,
executors, administrators, legal representatives, successors and assigns of Guarantor and
landlord. The term “Tenant” will mean not only the Tenant named herein but also any other person or
entity at any time occupying all or any portion of the Premises or assuming or otherwise becoming
liable (other than as a guarantor) for all or any part of the Guaranteed





D-7









 







Obligations. This Guaranty constitutes the entire agreement between Guarantor and Landlord with
respect to its subject matter, and supersedes all prior or contemporaneous agreements,
representations and understandings. All headings in this Guaranty are for convenience only and
shall be disregarded in construing the substantive provisions of this Guaranty.




[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]




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     IN WITNESS WHEREOF, this Guaranty is executed as of the date first written above.



GUARANTOR:




HALOZYME THERAPEUTICS, INC.,

a Delaware corporation




	 	 	 	 	 

	By:

	 	/s/ Kurt Gustafson
	 	 
	 

	 	 	 	 
	Name:

	 	Kurt Gustafson	 	 
	Title:

	 	VP, Secretary and

Chief Financial Officer	 	 






Notice Address for Guarantor:




11388 Sorrento Valley Road

San Diego, California 92121

Attention: Chief Financial Officer




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EXHIBIT E




FORM OF LETTER OF CREDIT



[On letterhead or L/C letterhead of Issuer.]



LETTER OF CREDIT



Date:                     , 200___




	 	 	 	 	 

	 

	 	 	 	(the “Beneficiary”)
	 	 	 
	 
	 	 	 	 
	 	 	 
	 
	 	 	 	 
	 	 	 
	Attention:
	 	 	 	 
	 

	 	 	 	 
	L/C. No.:
	 	 	 	 
	 

	 	 	 	 
	Loan No. :
	 	 	 	 
	 

	 	 	 	 




Ladies and Gentlemen:




     We establish in favor of Beneficiary our irrevocable and unconditional Letter of Credit
numbered as identified above (the “L/C”) for an aggregate amount of $                    , expiring
at __:00 p.m. on                      or, if such day is not a Banking Day, then the next succeeding
Banking Day (such date, as extended from time to time, the “Expiry Date”).
“Banking Day” means a weekday except a weekday when commercial banks in are                     
authorized or required to close.



     We authorize Beneficiary to draw on us (the “Issuer”) for the account of                      (the
“Account Party”), under the terms and conditions of this L/C.



     Funds under this L/C are available by presenting the following documentation (the “Drawing
Documentation”): (a) the original L/C and (b) a sight draft substantially in the form of
Attachment 1, with blanks filled in and bracketed items provided as appropriate. No other
evidence of authority, certificate, or documentation is required.



     Drawing Documentation must be presented at Issuer’s office at                      on or before the Expiry Date
by personal presentation, courier or messenger service, or fax. Presentation by fax shall be
effective upon electronic confirmation of transmission as evidenced by a printed report from
the sender’s fax machine. After any fax presentation, but not as a condition to its
effectiveness, Beneficiary shall with reasonable promptness deliver the original Drawing
Documentation by any other means. Issuer will on request issue a receipt for Drawing
Documentation.



     We agree, irrevocably, and irrespective of any claim by any other person, to honor drafts
drawn under and in conformity with this L/C, within the maximum amount of this L/C, presented to
us on or before the Expiry Date, provided we also receive (on or before the Expiry Date)
any other Drawing Documentation this L/C requires.



E-1









 





     We shall pay this L/C only from our own funds by check or wire transfer, in compliance with
the Drawing Documentation.



     If Beneficiary presents proper Drawing Documentation to us on or before the Expiry Date, then
we shall pay under this L/C at or before the following time (the “Payment Deadline”): (a)
if presentment is made at or before noon of any Banking Day, then the close of such Banking Day;
and (b) otherwise, the close of the next Banking Day. We waive any right to delay payment beyond
the Payment Deadline. If we determine that Drawing Documentation is not proper, then we shall so
advise Beneficiary in writing, specifying all grounds for our determination, within one Banking
Day after the Payment Deadline.



     Partial drawings are permitted. This L/C shall, except to the extent reduced thereby, survive
any partial drawings.



     We shall have no duty or right to inquire into the validity of or basis for any draw under
this L/C or any Drawing Documentation. We waive any defense based on fraud or any claim of fraud.



     The Expiry Date shall automatically be extended by one year (but never beyond                      (the
“Outside Date”)) unless, on or before the date 90 days before any Expiry Date, we
have given Beneficiary notice that the Expiry Date shall not be so extended (a
“Nonrenewal Notice”). We shall promptly upon request confirm any extension of the
Expiry Date under the preceding sentence by issuing an amendment to this L/C, but such an
amendment is not required for the extension to be effective. We need not give any notice of
the Outside Date.



     Beneficiary may from time to time without charge transfer this L/C, in whole but not in part,
to any transferee (the “Transferee”). Issuer shall look solely to Account Party for payment
of any fee for any transfer of this L/C. Such payment is not a condition to any such transfer.
Beneficiary or Transferee shall consummate such transfer by delivering to Issuer the original of
this L/C and a Transfer Notice substantially in the form of Attachment 2, purportedly
signed by Beneficiary, and designating Transferee. Issuer shall promptly reissue or amend this L/C
in favor of Transferee as Beneficiary. Upon any transfer, all references to Beneficiary shall
automatically refer to Transferee, who may then exercise all rights of Beneficiary. Issuer
expressly consents to any transfers made from time to time in compliance with this paragraph.



     Any notice to Beneficiary shall be in writing and delivered by hand with receipt acknowledged
or by overnight delivery service such as FedEx (with proof of delivery) at the above address, or
such other address as Beneficiary may specify by written notice to Issuer. A copy of any such
notice shall also be delivered, as a condition to the effectiveness of such notice, to:                      (or such
replacement as Beneficiary designates from time to time by written notice).



     No amendment that adversely affects Beneficiary shall be effective without Beneficiary’s
written consent.



     This L/C is subject to and incorporates by reference: (a) the International Standby Practices
98 (“ISP 98”); and (b) to the extent not inconsistent with ISP 98, Article 5 of the
Uniform Commercial Code of the State of New York.



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Very truly yours,




[Issuer Signature]



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ATTACHMENT 1 TO EXHIBIT E




FORM OF SIGHT DRAFT



[Beneficiary Letterhead]



TO:




[Name and Address of Issuer]




SIGHT DRAFT



AT SIGHT, pay to the Order of    
              
   , the sum of          
            United States Dollars ($  
         
         ). Drawn under [Issuer] Letter
of Credit No.                      dated                     .



[Issuer is hereby directed to pay the proceeds of this Sight Draft solely to the following account:
                                        .]



[Name and signature block, with signature or purported signature of Beneficiary]



Date:                     




E-1-1









 





ATTACHMENT 2 TO EXHIBIT E




FORM OF TRANSFER NOTICE



[Beneficiary Letterhead] 



TO:




[Name and Address of Issuer] (the “Issuer”)




TRANSFER NOTICE



By signing below, the undersigned, Beneficiary (the “Beneficiary”) under Issuer’s Letter of
Credit No.                      dated                      (the “L/C”), transfers the L/C to the following transferee (the
“Transferee”):



[Transferee Name and Address]



The original L/C is enclosed. Beneficiary directs Issuer to reissue or amend the L/C in favor of
Transferee as Beneficiary. Beneficiary represents and warrants that Beneficiary has not
transferred, assigned, or encumbered the L/C or any interest in the L/C, which transfer,
assignment, or encumbrance remains in effect.



[Name and signature block, with signature or purported signature of Beneficiary]



Date:                     




E-2-1









 





EXHIBIT F




RULES AND REGULATIONS



     NOTHING IN THESE RULES AND REGULATIONS (“RULES AND REGULATIONS”) SHALL SUPPLANT
ANY PROVISION OF THE LEASE. IN THE EVENT OF A CONFLICT OR INCONSISTENCY BETWEEN THESE RULES AND
REGULATIONS AND THE LEASE, THE LEASE SHALL PREVAIL.


1. Neither Tenant nor Tenant’s employees, agents, contractors or invitees shall encumber or
obstruct the common entrances, lobbies, elevators, sidewalks and stairways of the Building(s) or
the Project or use them for any purposes other than ingress or egress to and from the Building(s)
or the Project.



2. Except as specifically provided in the Lease, no sign, placard, picture, advertisement, name or
notice shall be installed or displayed on any part of the outside of the Premises or the
Building(s) without Landlord’s prior written consent. Landlord shall have the right to remove, at
Tenant’s sole cost and expense and without notice, any sign installed or displayed in violation of
this rule.



3. If Landlord objects in writing to any curtains, blinds, shades, screens, hanging plants or other
objects attached to or used in connection with any window or door of the Premises or placed on any
windowsill, and (a) such window, door or windowsill is visible from the exterior of the Premises
and (b) such curtain, blind, shade, screen, hanging plant or other object is not included in plans
approved by Landlord, then Tenant shall promptly remove said curtains, blinds, shades, screens,
hanging plants or similar objects at its sole cost and expense.



4. No deliveries shall be made that impede or interfere with other tenants in or the operation of
the Project.



5. Tenant shall not place a load upon any floor of the Premises that exceeds the load per square
foot that (a) such floor was designed to carry or (b) is allowed by Applicable Laws. Fixtures and
equipment that cause noises or vibrations that may be transmitted to the structure of the
Building(s) to such a degree as to be objectionable to other tenants shall be placed and maintained
by Tenant, at Tenant’s sole cost and expense, on vibration eliminators or other devices sufficient
to eliminate such noises and vibrations to levels reasonably acceptable to Landlord and the
affected tenants of the Project.



6. Tenant shall not use any method of heating or air conditioning other than that present at the
Project and serving the Premises as of the Execution Date.



7. Tenant shall not install any radio, television or other antennae; cell or
other communications equipment; or other devices on the roof or exterior walls of the Premises
except in accordance with the Lease. Tenant shall not interfere with radio, television or other
digital or electronic communications at the Project or elsewhere.



8. Canvassing, peddling, soliciting and distributing handbills or any other written material
within, on or around the Project (other than within the Premises) are prohibited. Tenant shall




F-1









 




cooperate with Landlord to prevent such activities by Tenant or its employees, agents,
contractors and invitees.



9. Tenant shall store all of its trash, garbage and Hazardous Materials within its Premises or in
receptacles designated by Landlord outside of the Premises. Tenant shall not place in any such
receptacle any material that cannot be disposed of in the ordinary and customary manner of trash,
garbage and Hazardous Materials disposal. Any Hazardous Materials transported through Common Areas
shall be held in secondary containment devices.



10. The Premises shall not be used for lodging or for any improper, immoral or objectionable
purpose. No cooking shall be done or permitted in the Premises; provided, however, that
Tenant may use (a) equipment approved in accordance with the requirements of insurance policies
that Landlord or Tenant is required to purchase and maintain pursuant to the Lease for brewing
coffee, tea, hot chocolate and similar beverages, (b) microwave ovens for employees’ use and (c)
equipment shown on Tenant Improvement plans approved by Landlord; provided, further, that
any such equipment and microwave ovens are used in accordance with Applicable Laws.



11. Tenant shall not, without Landlord’s prior written consent, use the name of the Project, if
any, in connection with or in promoting or advertising Tenant’s business except as Tenant’s
address.



12. Tenant shall comply with all safety, fire protection and evacuation procedures and regulations
established by Landlord or any Governmental Authority.



13. Tenant assumes any and all responsibility for protecting the Premises from theft, robbery and
pilferage, which responsibility includes keeping doors locked and other means of entry to the
Premises closed.



14. Tenant shall furnish Landlord with copies of keys, pass cards or similar devices for locks to
the Premises.



15. Tenant shall cooperate and participate in all reasonable security programs affecting the
Premises.



16. Tenant shall not permit any animals in the Project, other than for guide animals or for use in
laboratory experiments.



17. Bicycles shall not be taken into the Building(s) except into areas designated by Landlord.



18. The water and wash closets and other plumbing fixtures shall not be used for any purposes other
than those for which they were constructed, and no sweepings, rubbish, rags or other substances
shall be deposited therein.



19. Discharge of industrial sewage shall only be permitted if Tenant, at its sole expense, first
obtains all necessary permits and licenses therefor from all applicable Governmental Authorities.



20. Smoking is prohibited at the Project.



21. The Project’s hours of operation are currently 24 hours a day, seven days a week.





F-2









 







22. Tenant shall comply with all orders, requirements and conditions now or hereafter imposed
by Applicable Laws or Landlord (“Waste Regulations”) regarding the collection, sorting,
separation and recycling of waste products, garbage, refuse and trash generated by Tenant
(collectively, “Waste Products”), including (without limitation) the separation of Waste
Products into receptacles reasonably approved by Landlord and the removal of such receptacles in
accordance with any collection schedules prescribed by Waste Regulations.



23. Tenant, at Tenant’s sole cost and expense, shall cause the Premises to be exterminated on a
monthly basis to Landlord’s reasonable satisfaction and shall cause all portions of the Premises
used for the storage, preparation, service or consumption of food or beverages to be cleaned daily
in a manner reasonably satisfactory to Landlord, and to be treated against infestation by insects,
rodents and other vermin and pests whenever there is evidence of any infestation. Tenant shall not
permit any person to enter the Premises or the Project for the purpose of providing such
extermination services, unless such persons have been approved by Landlord. If requested by
Landlord, Tenant shall, at Tenant’s sole cost and expense, store any refuse generated in the
Premises by the consumption of food or beverages in a cold box or similar facility.




     Landlord may waive any one or more of these Rules and Regulations for the benefit of Tenant or
any other tenant, but no such waiver by Landlord shall be construed as a waiver of such Rules and
Regulations in favor of Tenant or any other tenant, nor prevent Landlord from thereafter enforcing
any such Rules and Regulations against any or all of the tenants of the Project, including Tenant.
These Rules and Regulations are in addition to, and shall not be construed to in any way modify or
amend, in whole or in part, the terms covenants, agreements and conditions of the Lease. Landlord
reserves the right to make such other and reasonable rules and regulations as, in its judgment, may
from time to time be needed for safety and security, the care and cleanliness of the Project, or
the preservation of good order therein; provided, however, that Tenant shall not be
obligated to adhere to such additional rules or regulations until Landlord has provided Tenant with
written notice thereof. Tenant agrees to abide by these Rules and Regulations and any additional
rules and regulations issued or adopted by Landlord. Tenant shall be responsible for the observance
of these Rules and Regulations by Tenant’s employees, agents, contractors and invitees.



F-3









 





EXHIBIT G




INTENTIONALLY OMITTED




G-1











 





EXHIBIT H




TENANT’S PERSONAL PROPERTY





H-1









 








Exhibit H




Tenants Personal Property




As of April 30, 2011




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Items for Halo to
	Tag	 	Asset	 	.	 	 	 	 	 	Equipment	 	take upon lease
	Number	 	Number	 	Description	 	Location	 	Building	 	Serial #	 	termination
	 	 	 
	 
	 	GP Asset	 	Office Equipment	 	 	 	 	 	 	 	 
	1063
	 	4	 	Polycom Soundstation, Serial #12816358	 	Cove Conference	 	11388	 	12816358	 	X
	1065
	 	6	 	Panasonic PlasmaHouse-LCD Projector, Serial #S4240020	 	Portable Unit	 	11388	 	S4240020	 	X
	1113
	 	7	 	Skyline Trade Show Booth	 	Comm Ops - Storage	 	11388	 	N/A	 	X
	1093
	 	8	 	FireKing lateral 2 drawer file cabinet-Del Mar	 	Clinical-2nd Floor	 	11388	 	N/A	 	X
	1064
	 	9	 	FireKing lateral 4 drawer file cabinet (Placed in svc 2/16/05)	 	G&A Hallway-2nd Floor	 	11388	 	N/A	 	X
	1097
	 	10	 	(2) Fireproof vertical 4-drw files	 	Finance-2nd Floor	 	11388	 	N/A	 	X
	1096
	 	11	 	(2) Fireproof Vertical File, legal 4-drw, L2296, FFLGC425	 	Clinical-2nd Floor	 	11388	 	N/A	 	X
	Not tagable
	 	12	 	Desks, hutch, bookcases, etc - Del Mar Office	 	Various Locations	 	11388	 	N/A	 	X
	1103
	 	13	 	Fireproof Vertical File, legal 4-drw, L2296, FFLGC425 - Ofc Furniture	 	Comm Ops - 1st Floor	 	11388	 	N/A	 	X
	1092
	 	14	 	(2)Used 4 drwr fire file letter size - Office Furniture PO#4838	 	Clinical-2nd Floor	 	11388	 	N/A	 	X
	1095
	 	14	 	(3)Used 4 drwr fire file letter size - Office Furniture PO#4838	 	RA / QA	 	11408	 	N/A	 	X
	Not tagable
	 	15	 	Storage cabinet, hutch w/doors, round table - Del Mar PO#4798	 	Various Locations	 	11388	 	N/A	 	X
	1058
	 	16	 	Mobile panel divider - Del Mar PO#4853	 	Torrey Hills Conf Cntr	 	11404	 	N/A	 	X
	Not tagable
	 	17	 	Hutch, bkcase, chairs, 4dwr lateral file - Del Mar PO#4781	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	18	 	Credenza Comp Shells, hutch - Del Mar PO#4883	 	Various Locations	 	11388	 	N/A	 	X
	1109
	 	19	 	Mobile panel divider - Del Mar PO#4913	 	Torrey Hills Conf Cntr	 	11404	 	Storage Room	 	X
	Not tagable
	 	20	 	Credenza, Comp Shells, hutch - Del Mar PO#5114	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	21	 	Hutch & bookcases - Del Mar PO#5157	 	Bill Fallon	 	11388	 	N/A	 	X
	1137
	 	22	 	(2) Latl FireKing cabinets - Office Furniture PO #5324	 	Commerical Ops	 	11388	 	N/A	 	X
	 
	 	22	 	(1) Latl FireKing cabinets - Office Furniture PO #5324	 	HR - G&A Hallway	 	11388	 	N/A	 	X
	 
	 	22	 	(1) Latl FireKing cabinets - Office Furniture PO #5324	 	Clinical-2nd Floor	 	11388	 	N/A	 	X
	Not tagable
	 	23	 	Comp Credenza, shells, hutches - Ofc. Furniture Outlet PO#6079	 	Various Locations	 	11404	 	N/A	 	X
	3295 / 3291
	 	24	 	Schwab Series 5000 Fire Resistant cabinets-Office Furn PO#6436	 	Jenny's Office	 	11388	 	N/A	 	X
	1200
	 	25	 	Inter-Tel 5400 phone systerm - Inter Tel Tech PO #6205	 	IT Room	 	11388	 	N/A	 	X
	Not tagable
	 	26	 	Elite desk units - Ofc Furniture Outlet PO #7002	 	Various Locations	 	11404	 	N/A	 	X
	1199 & 1191
	 	27	 	Conf room Polycom soundstations VTX1000 - CDW PO#7132	 	Board RM	 	11388	 	N/A	 	X
	28-1
	 	28	 	Furnitures - Avanir ($96,975.00 *80% = $77,580.00)-($96,975*25%=$24,243.75)=$53,336.25	 	Various Locations	 	11388	 	orig purch price $96,975,  disposed of $43,639 to date	 	X
	Not tagable
	 	29	 	17 - Chair-think, arm, 3d knit, uph	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	30	 	2 - Polycom Soundstation VTX1000 Mic Pods	 	Executive Board Rm / Silver Strand	 	11388	 	B2071702821A, B2071702828F	 	X
	Not tagable
	 	31	 	EP SIP 2X16 LCd Model 8622 Telephones - (25) PO#7426	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	32	 	Office Furniture - Return, Credenza,Shell, Ped Assembled-(4)	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	33	 	Office Furniture-Return,Credenza, Hutch, Ped-Assembled - (4)	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	34	 	Office Furniture-Return,Credenza, Hutch, Ped-Assembled - (3)	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	35	 	Office Furniture-Return Shell , Credenza, Ped-Assembled-(8)	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	36	 	Office Furniture-Return Shell (3), Credenza (1), Hutch (8)	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	37	 	Phones 2-Line Model 8622 - PO#7692	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	38	 	Schwab Series 5000 Fire Resistant cabinets- PO#6436	 	Clinical-2nd Floor	 	11388	 	N/A	 	X
	Not tagable
	 	39	 	Elite 36" Lateral File 7 Open Hutch 36" - PO#7539	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	40	 	Elite Lateral File,Bookcase,Bullet Desk-PO#7539	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	41	 	Casessoft Bk Chair,Sofa, Coffee Table - PO#7688	 	Lobby	 	11388	 	N/A	 	X
	Not tagable
	 	42	 	BKM Office Work - 20 Think Chairs	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	43	 	Inter-Tel Technologies phone system	 	IT Room	 	11388	 	N/A	 	X
	Not tagable
	 	44	 	BKM Office Work - 17 Think Chairs	 	Various Locations	 	11388	 	N/A	 	X
	Not tagable
	 	45	 	BKM Office Work - 10 - 10" Think Arm Chairs	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	46	 	Office Furniture Outlet - New Offices in 11404 Sorrento Valley	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	47	 	BKM Office Work - 12 Think-Arm Chairs - 3d Knit	 	Various Locations	 	11404	 	N/A	 	X
	Not tagable
	 	48	 	Blue Phoenix - EP910 Ceiling Projector - Conference Room	 	Torrey Hills Conf Cntr	 	11404	 	N/A	 	X
	Not tagable
	 	49	 	Avanir Pharmaceuticals - SeaContainer and Contents	 	Side of Bldg 11404	 	11404	 	N/A	 	X
	Not tagable
	 	544	 	Office Furniture - Furniture for Bldg 11408	 	Various Locations	 	11408	 	N/A	 	X
	Not tagable
	 	550	 	Office Furniture - Furniture for Bldg 11408	 	Various Locations	 	11408	 	N/A	 	X
	3227
	 	551	 	Fujitsu FI-6670 FBSCAN 90PPM W/VRS	 	RA / QA	 	11408	 	6697	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Research Equipment	 	 	 	 	 	 	 	 
	12
	 	54	 	Technology Mgmt - New Brunswick Classic 2 Env Shaker	 	Histo Lab	 	11404	 	100827570	 	X
	13
	 	55	 	Boxer Northwest - Forma Refrigerator Glass Door	 	BPDM Lab	 	11408	 	N/A	 	X
	14
	 	56	 	Boxer Northwest - Forma Refrigerator Model 56-GDM-33	 	BPDM Lab	 	11408	 	N/A	 	X
	20
	 	61	 	VWR - Sage Instruments Thermo Syringe Pump	 	 	 	 	 	 	 	X
	29
	 	66	 	VWR - Labline Orbital Shaker Model 3520	 	 	 	 	 	 	 	X
	33
	 	69	 	Cambridge Scientific - Baker Cabinet Model SG-400	 	 	 	 	 	 	 	X
	34
	 	70	 	Cambridge Scientific - Baker Cabinet Model SG-600	 	 	 	 	 	 	 	X
	35
	 	71	 	Cambridge Scientific - Baker Flow Hood Model EG-4252	 	 	 	 	 	 	 	X
	43
	 	75	 	Cambridge Scientific - Satorius Model CP225D	 	 	 	 	 	 	 	X
	44
	 	76	 	Cambridge Scientific - Satorius Model BL1500	 	 	 	 	 	 	 	X
	47
	 	78	 	Cambridge Scientific - Tuttnauer Autoclave Model 2540M	 	 	 	 	 	 	 	X
	48
	 	79	 	Ray Winger - Olympus Microscope CK2	 	 	 	 	 	 	 	X
	53
	 	83	 	Applicon - Bioexpert Software VS1.30.099	 	 	 	 	 	 	 	X
	54 & 55
	 	84	 	Microtron Instruments - Macro-Zoom Lens (18-108) & Camera (480 lineHZ) - Used	 	 	 	 	 	 	 	X
	56
	 	85	 	Ancare - Micro Filter System and Racks Model M10MBTC	 	 	 	 	 	 	 	X
	57
	 	86	 	VWR - Crybio Locator 4	 	 	 	 	 	 	 	X
	58
	 	87	 	VWR - Crybio Locator Jr Model 5810	 	 	 	 	 	 	 	X
	59
	 	88	 	VWR - Nanopure Diamond Barnstead Model D11931	 	 	 	 	 	 	 	X
	60
	 	89	 	VWR - Circular Waterbath Model 1162	 	NME	 	 	 	 	 	X
	61
	 	90	 	VWR - Satorius GMP Grade Balance Model LP220S	 	 	 	 	 	 	 	X
	62
	 	91	 	VWR - VWR Incubator Model 1927	 	 	 	 	 	 	 	X
	63
	 	92	 	VWR - Beckman Coulter PH Meter Model 660	 	 	 	 	 	 	 	X
	65
	 	94	 	VWR - Forced Air Oven Incubator Model 1327F	 	 	 	 	 	 	 	X
	66
	 	95	 	VWR - EPP Centrifuge	 	 	 	 	 	 	 	X
	68
	 	97	 	VWR - Electroporation System	 	 	 	 	 	 	 	X
	69
	 	98	 	VWR - Vistavision Inverted TP-PB Microscope	 	 	 	 	 	 	 	X
	76
	 	102	 	Home Depot - 5500 Generator - Frost	 	 	 	 	 	 	 	X
	81
	 	105	 	VWR - Heatblock Digital	 	 	 	 	 	 	 	X
	82
	 	106	 	Amersham Bioscience - SuperDex	 	 	 	 	 	 	 	X
	85
	 	109	 	Amersham Bioscience - Mono Column Q 5/50 GL	 	 	 	 	 	 	 	X
	86
	 	110	 	Amersham Bioscience - Column XK50/30	 	 	 	 	 	 	 	X
	87
	 	111	 	Amersham Bioscience - Phenyl Seph 6Ff (Lo Sub) Model 1L DI-RQ	 	 	 	 	 	 	 	X
	89
	 	113	 	Bio-Rad Laboratories - Macro-Prep CHT-I, 40UM, 100G	 	 	 	 	 	 	 	X
	94
	 	115	 	VWR - CO2 Incubator TC 13.4 CFT O/U VW 2350-115V	 	 	 	 	 	 	 	X
	98
	 	118	 	Millipore Corporation - Prep Scale	 	 	 	 	 	 	 	X
	100
	 	120	 	Thermo IEC - Forma Freezer Model 3682	 	Analytical Lab	 	11388	 	 	 	X
	105
	 	122	 	VWR - PH Electrode Meter Model 9720BN	 	 	 	 	 	 	 	X
	106
	 	123	 	Computype -TLP3844-Z Zebra Label Printer	 	 	 	 	 	 	 	X
	107
	 	124	 	Flow Solutions - Pressure Vessels Model 15220	 	 	 	 	 	 	 	X
	109
	 	126	 	VWR - UltaTurrax Homogenizer 115V Model T8	 	 	 	 	 	 	 	X
	110
	 	127	 	VWR - SN-5G Dispensing Tool	 	 	 	 	 	 	 	X
	111
	 	128	 	VWR - Mettler 6100GX1G Portable Model PL-6000-S	 	Analytical Lab	 	11388	 	 	 	X
















 





Exhibit H




Tenants Personal Property




As of April 30, 2011





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Items for Halo to
	Tag	 	Asset	 	.	 	 	 	 	 	Equipment	 	take upon lease
	Number	 	Number	 	Description	 	Location	 	Building	 	Serial #	 	termination
	 	 	 
	112
	 	129	 	Brady - CS7-PREM-USB	 	MFG	 	MFG	 	 	 	X
	113
	 	130	 	Brady - BradyPrinter 300 MVP Plus, Base Model 1250	 	MFG	 	MFG	 	 	 	X
	1000
	 	132	 	BioSurplus - VWR 2 door  Deli Box Model GDM-41	 	 	 	 	 	 	 	X
	1044
	 	133	 	BioSurplus - 1030 Applikon Controller	 	 	 	 	 	 	 	X
	1053
	 	134	 	BioSurplus - Masterflex Model 7549-32 with L/S Head	 	 	 	 	 	 	 	X
	1054
	 	135	 	BioSurplus - Barnstead Lab-line benchtop shaker Model 700-1092	 	 	 	 	 	 	 	X
	122
	 	136	 	BioSurplus - Sartorius Pan Scale Model 700-1084	 	 	 	 	 	 	 	X
	115
	 	137	 	Autoclave (used)	 	 	 	 	 	 	 	X
	1013
	 	141	 	A.G. Heinze - New Nikon Nikon TE 200 w/imaging (Demo Combination)	 	Microscopy	 	11404	 	 	 	X
	1045
	 	142	 	Amerisham Biosciences - Index Column 70/500 DI/NI	 	 	 	 	 	 	 	X
	1046
	 	143	 	Amerisham Bioscienses - Index 100/500 Column DI/CI	 	 	 	 	 	 	 	X
	1055
	 	144	 	HIFLO Cell Holder w/cell	 	 	 	 	 	 	 	X
	1014
	 	145	 	Amerisham Biosciences - HG Lamp Assembly, UVM Model C-SHGI	 	 	 	 	 	 	 	X
	1056
	 	146	 	Manometer Kit, Index Columns DI/NI	 	BPDM	 	 	 	 	 	X
	1013
	 	147	 	A.G. Heinze - Warming Insert for TE2000	 	 	 	 	 	 	 	X
	1044
	 	148	 	A.G. Heinze - Temperature Controller	 	 	 	 	 	 	 	X
	1043
	 	150	 	Bellco 36L Reactor	 	MFG	 	11388	 	 	 	X
	Not tagable
	 	151	 	Americsham Bioscienses - 4 Way Valve Manual	 	 	 	 	 	 	 	X
	1002
	 	152	 	Kodak GL 100E +3 Lic Network, 110V, High Perf Gel Logic 100 Sys	 	Gel Room	 	11388	 	 	 	X
	125
	 	153	 	VWR - VWR Heatblock Digital 4BLK 115V	 	 	 	 	 	 	 	X
	Not tagable
	 	154	 	Americsham Bioscienses - 4 Way Valve Manual	 	 	 	 	 	 	 	X
	1060
	 	155	 	Electric Torque Controlled Screwdriver W/CLT50 - Placed in svc 10/04	 	Storage - Halo	 	Return to Halozyme 06/09	 	X
	1059
	 	156	 	ASG Digital Screwdriver Torque Tester-Placed in service 10/04	 	Storage - Halo	 	Return to Halozyme 06/09	 	X
	Not tagable
	 	157	 	Americsham Bioscienses - 4 Way Valve Manual	 	 	 	 	 	 	 	X
	1061
	 	158	 	Electric Torque Controlled Screwdriver W/CLT50	 	Storage - Halo	 	Return to Halozyme 06/09	 	X
	129
	 	160	 	VWR - ML TIDROP Microplate Multidrop 384 Dispenser	 	 	 	 	 	 	 	X
	Not tagable
	 	161	 	Americsham Bioscienses - 4 Way Valve Manual	 	 	 	 	 	 	 	X
	120
	 	163	 	SpectraMax Plus384 w/Software	 	Product Develop	 	11388	 	 	 	X
	123
	 	164	 	VWR Brand Low-Temp / BOD Incubator Model #2005	 	 	 	 	 	 	 	X
	1017
	 	166	 	VWR - Acid CAB 32H x 30W 2Dr / SC NTL SC25630L	 	 	 	 	 	 	 	X
	130
	 	167	 	VWR - Revco Brand Refigerated BOD Incubator Model BOD-50	 	Stabiltiy Chamber Rm	 	11388	 	 	 	X
	116
	 	168	 	DL31 Karl Fischer Titrator by Mettler Toledo	 	Formulaton Lab	 	11388	 	 	 	X
	1011
	 	169	 	Laboratory Precision - Cappress Junior Regular Press w/13mm flip top crimp head	 	 	 	 	 	 	 	X
	1009
	 	170	 	BioSurplus - Lyophilizer Labconco vial stoppering tray	 	 	 	 	 	 	 	X
	1011
	 	171	 	Laboratory Precisioin -20mm/13mm plain cap crimp heads for Cappress Jr Reg Press	 	 	 	 	 	 	 	X
	1012
	 	172	 	VWR - IKA Works Orbital Shaker Model KS260	 	 	 	 	 	 	 	X
	1019
	 	173	 	Summit Medical Portable Anesthesia System w/o Oxygen Flush	 	 	 	 	 	 	 	X
	1010
	 	174	 	HPLC w/fraction collector, pump & comp	 	Product Develop	 	11388	 	 	 	X
	118
	 	175	 	Mettler Toledo AB-S Series Anayltical	 	 	 	 	 	 	 	X
	1008
	 	176	 	VWR - Eppendorf Mastercycler Thermocycler Model 5333	 	 	 	 	 	 	 	X
	119
	 	178	 	Mol. Dev. SpectraMax 340 PC	 	 	 	 	 	 	 	X
	1010
	 	179	 	Pharmacia parts upgrade to HPLC	 	 	 	 	 	 	 	X
	121
	 	180	 	Revco upright -80 freezer ULT25863-A	 	 	 	 	 	 	 	X
	1007
	 	181	 	Amerisham - AKTAEXPLORER 100, FRAC 950 (placed in service 10/5/05)	 	MFG	 	11388	 	 	 	X
	Not tagable
	 	182	 	Rain - EDP3+ ELEC LTS 12-CH PIPET	 	 	 	 	 	 	 	X
	132
	 	187	 	Matrix Technologies - WellMate Unit 201-10001	 	Product Develop	 	11388	 	 	 	X
	1057
	 	188	 	Summit Anesthiesia Solutions - Anesthesia Rat Systems	 	Vivarium	 	11404	 	 	 	X
	1049
	 	189	 	Agilent - 1200 Fluorescence Detector	 	Product Develop	 	11388	 	DE60555467	 	X
	1047
	 	190	 	VWR - Freezer, Upright, 24.4CUFT, -86C Model ULT2586-3-A	 	Product Develop	 	11388	 	 	 	X
	1051
	 	191	 	ADInstrument - ML866 PowerLab 4/30 w/BP Amp #1	 	In-Vivo	 	11404	 	430-0207 & 25763	 	X
	1048
	 	192	 	1200 Quaternary Pump w/Degasser- Agilent HPLC (System B)	 	Product Develop	 	11388	 	DE62957065	 	X
	1052
	 	193	 	Smith Medical - MedFusion 3500	 	In-Vivo	 	11404	 	M36931	 	X
	1094
	 	194	 	GE Healthcare - UVM ZN Optics w/Filter	 	Product Develop	 	11388	 	 	 	X
	1128
	 	195	 	Molecular Devices - Spectramax M2e	 	Product Develop	 	11404	 	 	 	X
	1117
	 	196	 	Microscope Store - Trinocular Microscope & Eyepieces	 	 	 	11404	 	 	 	X
	1126
	 	197	 	GE Healthcare - Index Column 70/500, Stand, Valves	 	MFG	 	11388	 	 	 	X
	1118
	 	198	 	Ancare - 6-Shelf Adjustable Rack	 	Pre-Clinical	 	11404	 	 	 	X
	1120
	 	199	 	VWR - Centifuge Model 5407	 	Product Develop	 	11388	 	 	 	X
	1127
	 	200	 	Sartorius - Sartocon Slice Accessory Kit, U1-17521-2KIT	 	MFG	 	11388	 	 	 	X
	1121
	 	201	 	VWR - 5810R/4 X 400ML Rotor Pk,120 & Flex Buckets	 	Product Develop	 	11388	 	36312	 	X
	1122
	 	202	 	Sanyo - Pharmaceutical Refrig, model MPR1410	 	Product Develop	 	11388	 	N/A	 	X
	1136
	 	203	 	GE Healthcare - AKTAEXPLORER 10S, FRAC 950	 	NME	 	11404	 	N/A	 	X
	1129
	 	204	 	VWR - Thermometer, 4500 Smart Probe, Model 701274	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	205	 	Rain - EDP3+ ELEC LTS 12-CH PIPET 100-1200UL	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	206	 	Rain - PIPET-LITE LTS 12-CH PIPET 100-1200UL	 	Product Develop	 	11388	 	N/A	 	X
	1135
	 	207	 	VWR - Chemical Duty Dry Vacuum - Model 2030B-01	 	Product Develop	 	11388	 	000000043	 	X
	1139
	 	208	 	VWR - Pump 115V, 60HZ 1PH, Model 1380B-01	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	209	 	Agilent - Column Switching Kit (Parts to Pumps)	 	 	 	 	 	 	 	X
	1051
	 	210	 	ADInstrument - Mini Pressure Transducer/ML224 Quad Bridge Amp #2	 	In-Vivo	 	11404	 	N/A	 	X
	Not tagable
	 	214	 	Airgas - Aluminum Racking System & Poly-Carb Containers	 	 	 	11404	 	 	 	X
	1167-1169
	 	211	 	LC/MS Single Quad Superior Line - Agilent PO#5749-	 	Product Develop	 	11388	 	See Packing List	 	X
	At Avid
	 	212	 	Avid - Pump Assembly & 36L Spinner	 	At Avid	 	Avid	 	 	 	X
	At Avid
	 	213	 	Avid - Purification Columns (BioRad OCS)	 	At Avid	 	Avid	 	 	 	X
	1362
	 	215	 	ADInstrument - SPR-671 Mini Pressure Transducer	 	In-Vivo	 	11404	 	345174	 	X
	1189
	 	216	 	AirGas - Tay-Labs 20K  w/Kryos Controller & Battery Setup	 	NME	 	11404	 	N/A	 	X
	1198
	 	217	 	Visualsonics - Vevo770 High Resolution In Vivo Imaging Systerm	 	Vivarium	 	11404	 	770/120-264	 	X
	1198
	 	218	 	Visualsonics - Pulse Wave & Power Doppler w/Analysis SW & Vevo 770 License	 	Vivarium	 	11404	 	770/120-264	 	X
	1328
	 	219	 	GE Healthcare - Akta Explorer 100	 	MFG	 	11404	 	N/A	 	X
	1179-1181
	 	220	 	ADInstruments - SPR-671 Mini Pressure Transducer	 	In-Vivo	 	11404	 	345205, 371462, 371463	 	X
	1183
	 	221	 	Invitrogen - XCell6 MultiGel Unit	 	Product Develop	 	11388	 	N/A	 	X
	1182
	 	222	 	VWR - 5702 & 4X85ML Rotor Package	 	LB Lab/NME	 	11404	 	13831	 	X
	1158
	 	224	 	Shimadzu - PharmaSpec UV-1700 Probe	 	Product Develop	 	11404	 	A11024537015	 	X
	Not tagable
	 	223	 	VWR - Storage Rack Holding Unit	 	LB Lab/NME	 	11404	 	N/A	 	X
	1157 & 1159
	 	225	 	Visualsonics - Custom 770 traveling case	 	R&D	 	11404	 	N/A	 	X
	1160-1166
	 	226	 	HP1200 HPLC System-Agilent PO#6418 (LC/MS HPLC System)	 	Product Develop	 	11388	 	See Packing List	 	X
	1170
	 	227	 	BioRad Labs - Powerpac HV 110V	 	Product Develop	 	11388	 	044BR2131	 	X
	1155
	 	228	 	Sony SR5 40GB JDD Hi Def Camcorder w/Tripods	 	Product Develop	 	11388	 	325868	 	X
	1331
	 	229	 	Molecular Imaging Product - Portable Anesthesia System	 	Vivarium	 	11404	 	22489	 	X
	1174
	 	235	 	VWR - Microfuge 18 Centrifug 5415D W/24 x 1.5ml Rotor	 	NME	 	11404	 	MFA 078032	 	X
	Not tagable
	 	232	 	Bellco Glass - L/F F/B Omni Vessel, 36L  w/Easyferm + K8 Probe	 	Mfg	 	11388	 	N/A	 	X
	1172
	 	237	 	GE Healthcare - (S)Imagequant 400 IQTL  w/Gold, Red, Green Filters	 	NME	 	11404	 	400-06-00152	 	X
	1332
	 	230	 	Molecular Imaging Product - Portable Anesthesia System	 	Vivarium	 	11404	 	22486	 	X
	 
	 	231	 	Molecular Devices - Multiplex Dell system 6 stations	 	Vivarium	 	11404	 	N/A	 	X
	Not tagable
	 	233	 	Cole Parmer - (4) Drive Mflex Ll/S Modular,  Pumpheads & Tubing Mflex Silcone	 	In-Vivo	 	11404	 	N/A	 	X
	1173
	 	234	 	VWR - Water Bath Circulating 260 12V Model 2864	 	NME	 	11404	 	204825	 	X
	1175
	 	236	 	VWR - Ice Flaker with storage	 	R&D	 	11404	 	7681320011697	 	X
	1176
	 	238	 	BioSurplus - Harvard Apparatus PHD 2000 70-2001 Pumps/Syringes	 	In-Vivo	 	11404	 	A15059	 	X
















 




Exhibit H




Tenants Personal Property




As of April 30, 2011





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Items for Halo to
	Tag	 	Asset	 	.	 	 	 	 	 	Equipment	 	take upon lease
	Number	 	Number	 	Description	 	Location	 	Building	 	Serial #	 	termination
	 	 	 
	1177
	 	239	 	BioSurplus - Harvard Apparatus PHD 2000 70-2001 Pumps/Syringes	 	In-Vivo	 	11404	 	A15066	 	X
	1178
	 	240	 	BioSurplus - Harvard Apparatus PHD 2000 70-2001 Pumps/Syringes	 	In-Vivo	 	11404	 	A13656	 	X
	 
	 	241	 	Vivarium equipments - Avanir	 	Vivarium	 	 	 	 	 	X
	 
	 	241	 	Vivarium equipments - Avanir	 	Vivarium	 	Partial Disposal October 2010	 	X
	Not tagable
	 	242	 	Bellco Glass - Omni 36L Vessel Stand Final Prt	 	Mfg	 	11388	 	N/A	 	X
	1196
	 	243	 	BioSurplus - Leica GZ4 Microscope w/Camera	 	Histo	 	11404	 	N/A	 	X
	1195
	 	244	 	BioSurplus - Leica Histoembedder (Histology Tissue Embedder)	 	Histo	 	11404	 	N/A	 	X
	1197
	 	245	 	BioSurplus - Zeiss Axioscope 40 (Microscope w/Camera)	 	Histo	 	11404	 	N/A	 	X
	1193
	 	246	 	VWR - Orbital Shaker with Bowl Attachment	 	Product Develop	 	11388	 	3267246	 	X
	1194
	 	247	 	VWR - VWR Incubator BOD - Model 2005	 	Product Develop	 	11388	 	9004307	 	X
	Not tagable
	 	248	 	VWR - Flex Buckets F/A-4-81 RTR - Part of Whole Unit	 	Product Develop	 	11388	 	N/A	 	X
	1192
	 	249	 	VWR - IKA KS260 Control Rotary Shaker	 	Product Develop	 	11388	 	03-274384	 	X
	1374 & 1301
	 	250	 	ADInstruments - SPR-671 Min Pressure Transducer	 	In-Vivo	 	11404	 	34809, 348310	 	X
	1302
	 	251	 	Pacific Southwest Lab Equipment - VIP3000 Floor Tissue Processor (Restored)	 	Histo	 	11404	 	9133575	 	X
	1385
	 	252	 	Visible System - 8453 UV PO#7375-BS-Bldg 11404 Sorrento	 	Bio Analytical	 	11404	 	USK0020726	 	X
	1335
	 	257	 	VWR - CO2 Incubator Dual TC 5.3AD	 	R&D	 	11408	 	40755669	 	X
	1353
	 	258	 	VWR - Beckham Microfuge Model 18  MPBK367160	 	Product Develop	 	11388	 	MFA07J053	 	X
	1224
	 	260	 	VWR - Eppendorf Mastercycler Thermocycler Model 5810R	 	Product Develop	 	11388	 	 	 	X
	1372
	 	261	 	BioSurplus - Olympu BH2 - Microscope	 	Histo	 	11404	 	N/A	 	X
	Not tagable
	 	259	 	VWR - Mettler Toledo AB265-S Balance 61/220G x 0.01/0.1	 	Product Develop	 	11388	 	 	 	X
	 
	 	261	 	VWR - Mettler PB-S/Fact Balance	 	Product Develop	 	11388	 	 	 	X
	1354
	 	262	 	VWR - Rotor Avanti JLA-16.250	 	NME	 	11404	 	JSE07J29	 	X
	 
	 	263	 	VWR - Centrifuge Avanti & Roto Package	 	NME	 	11404	 	 	 	X
	1337
	 	264	 	VWR - VWR Washer U/C Spindle Unit Model VWRW-128	 	NME	 	11404	 	220443	 	X
	1373
	 	265	 	BioSurplus - Microm HM 35E - Microtome	 	Histo	 	11404	 	N/A	 	X
	1375 & 1377
	 	255	 	BioSurplus - Axiovert 25 Invert Microscope	 	Mark/Ping's Lab	 	11404	 	6614415	 	X
	1185
	 	256	 	VWR - Eppendorf Refrig Tabletop Centrifuge Model 5810	 	Product Develop	 	11388	 	38143	 	X
	1388
	 	265	 	Fisher Scientific - Matrix Impact2 12CH 5-250UL	 	NME	 	11404	 	135087006	 	X
	1336
	 	266	 	Fisher Scientific - Matrix Impact2 12CH 15-850UL	 	NME	 	11404	 	135517007	 	X
	1352
	 	267	 	Fisher Scientific - Matrix Impact2 8CH 15-1250UL	 	NME	 	11404	 	135431006	 	X
	Not tagable
	 	268	 	GE Healthcare - Macrocap SP 1L	 	MFG	 	11388	 	N/A	 	X
	1307
	 	269	 	LRP - Manual Defrost Freezer Plus 20ct Model MFP-2020	 	MFG	 	11388	 	WB736387240711	 	X
	1313
	 	270	 	VWR - MultiDoc-IT TLC Imaging 115V	 	Product Develop	 	11388	 	121107-008	 	X
	1186
	 	271	 	VWR - VWR CO2 Incubator TC 5.3AD 120	 	NME	 	11404	 	 	 	X
	1385
	 	272	 	8453A UV-Vis Spectrophotometer Software-Seet Tag #1385	 	NME	 	11404	 	 	 	X
	Not tagable
	 	273	 	Ancare Corp - 3-Shelf Utility Cart, Bulk Truck w/cover	 	 	 	11404	 	 	 	X
	1171
	 	274	 	ADInstrument - ML866 PowerLab 4/30 w/Cables	 	In-Vivo	 	11404	 	430-0579	 	X
	 
	 	275	 	Charles River - Portable Test System Package w/Operationg Software	 	Product Develop	 	11388	 	 	 	X
	1327
	 	276	 	VWR - CO2 Incubator Dual TC 5.3 AD	 	NME	 	11404	 	40769600	 	X
	1387
	 	277	 	Spectra Services - RT3 Firewire Color Mosaic Camera/Software	 	Histo	 	11404	 	 	 	X
	1366
	 	278	 	Agilent-1200 Quaternary Pump w/Degasser (System D)	 	Product Develop	 	11388	 	DE62964637	 	X
	1365
	 	279	 	Agilent-1200 Thermostat for ALS/FC/Sptter	 	Product Develop	 	11388	 	DE60563152	 	X
	1341
	 	280	 	Agilent-1200 Series Autosampler (System D)	 	Product Develop	 	11388	 	DE64766253	 	X
	1340
	 	281	 	Agilent-1200 Thermostat Column Compart	 	Product Develop	 	11388	 	DE630678535	 	X
	1367
	 	282	 	Agilent-1200 Series Diode Array Detector (System D)	 	Product Develop	 	11388	 	DE64257415	 	X
	1368
	 	283	 	Agilent-1200 Fluorescence Detector (System D)	 	Product Develop	 	11388	 	DE60557316	 	X
	Not tagable
	 	284	 	Agilent-HPLC 2D ChemStation License Bundle 32 Bit	 	Product Develop	 	11388	 	 	 	X
	1376
	 	285	 	Molecular Imaging-Portable Anesthesia System	 	Vivarium	 	11404	 	 	 	X
	1376
	 	286	 	Molecular Imaging - Vaporizer w/Manifold-Funnel Fill	 	Vivarium	 	11404	 	 	 	X
	1310
	 	287	 	Harvard Apparatus - Dual Manipulator Stereotaxic Instrument	 	In-Vivo	 	11404	 	 	 	X
	1310
	 	288	 	Harvard Apparatus - Cunningham Mouse Sterotaxic Adaptors	 	In-Vivo	 	11404	 	 	 	X
	1369
	 	289	 	ADInstruments - SPR-671 Mini Pressure Transducer-	 	In-Vivo	 	11404	 	386002	 	X
	1370
	 	290	 	ADInstruments - SPR-671 Mini Pressure Transducer	 	In-Vivo	 	11404	 	355583	 	X
	Not tagable
	 	291	 	Bellco Glass - 18 hole L/F Headplate for Omni Vessels	 	MFG	 	11388	 	 	 	X
	1319
	 	292	 	ADInstruments - SPR-671 Mini Pressure Transducer	 	Vivarium	 	11404	 	399848	 	X
	1320
	 	293	 	ADInstruments - SPR-671 Mini Pressure Transducer	 	Vivarium	 	11404	 	399849	 	X
	1386
	 	294	 	Neurocrine - Centrifuge 5084 Eppendorf	 	Bio-Analytical	 	11404	 	580402219	 	X
	1383
	 	295	 	Fisher Scientific - Isotemp Incubator	 	Bio-Analytical	 	11404	 	807N0200	 	X
	1355 &1380 & 1500
	 	296	 	HPLC Agilent 1100 - Degassers	 	Product Develop	 	11388	 	JP32750678, JP32750719, JP73010683	 	X
	1382&1389&1443
	 	297	 	HPLC Agilent 1100 - Quat Pumps	 	Product Develop	 	11388	 	DE40522299, DE43624054, DE03009587	 	X
	1342&1381&1498
	 	298	 	HPLC Agilent 1100 - ALS	 	Product Develop	 	11388	 	DE33213001, DE43614105, DE82201871	 	X
	1392
	 	299	 	Molecular Devices - Spectramax M5 System	 	Product Develop	 	11388	 	MV05124	 	X
	1364
	 	300	 	Sanyo - Upright - 30c Biomedical Freezer	 	Product Develop	 	11388	 	8039016	 	X
	1319
	 	301	 	Bio Rad - Chrom04 w/DNA Engine Bundle	 	NME	 	11404	 	EN037436	 	X
	1324
	 	302	 	VWR - 120G/41G x 0.1 MG Balance	 	Bio Analytical	 	11404	 	1129062575	 	X
	Not tagable
	 	303	 	Hi-Torq Proces Overhead Drive Motor	 	MFG	 	11388	 	n/a	 	X
	1497
	 	304	 	Sanyo - 25.7 cu ft VIP Insulated UltraLow Freezer	 	Product Develop	 	11388	 	8030322	 	X
	1396 & 1395
	 	305	 	Assembled Product Specialists - C-032950 Workcenter w/Rt Kneespace	 	MFG	 	11388	 	n/a	 	X
	1390
	 	306	 	Bellco Glass - General Duo BioController BBC3 Dual, ph,DO, Temp	 	MFG	 	11388	 	BC-100	 	X
	1323 & 1321
	 	307	 	Caron - 30 cu ft Environment Test Chamber w/Temperature & Hunidity Control	 	Product Develop	 	11388	 	0430086030-1-349, 043008-3060-1-350	 	X
	1399 & 1400
	 	308	 	GE Healthcare - Monitor UVIS-920	 	MFG	 	11388	 	1388611 & 1360091	 	X
	1393
	 	310	 	Wescor, Inc. - Vapro Vapor Pressure Osmometer	 	Product Develop	 	11388	 	5520083583	 	X
	 
	 	309	 	GE Healthcare - Recorder Rec 111 1-Channel	 	MFG	 	11388	 	REC111001223	 	X
	1493
	 	311	 	ADInstruments - Power Lab 4/30 4-Channel Data Acquisition System	 	Vivarium	 	11404	 	430-0676	 	X
	1397
	 	312	 	VWR - Washer U/C Spindle Unit	 	Product Develop	 	11388	 	301027	 	X
	1394
	 	313	 	Shimadzu Scientific - UV-1800 Spectrophotometer	 	Product Develop	 	11388	 	A11454530041	 	X
	At Avid
	 	314	 	Bio-Rad Laboratories - Easy Pack D200 & Electrical Cabinet	 	At Avid/MFG	 	Avid	 	 	 	X
	1494
	 	315	 	MP Biomedicals - Fast Prep 24	 	Bio Analytical	 	11404	 	8040188	 	X
	Not tagable
	 	316	 	Access Bio - Temperature Sensor Pod	 	Product Develop	 	11388	 	 	 	X
	1202
	 	317	 	Summit Anesthesia Support - Pig Anesthesia Unit (Used)	 	Vivarium	 	11404	 	A25222	 	X
	1206 &1207
	 	318	 	Agilent - 1200 Quaternary Pump/Degasser	 	Product Develop	 	11388	 	DE62967081, JP73065375	 	X
	1203
	 	319	 	Agilient - 1200 Series Autosampler	 	Product Develop	 	11388	 	DE64769024	 	X
	1205
	 	320	 	Agilient - 1200 Thermostatted Column Compartment	 	Product Develop	 	11388	 	DE63070902	 	X
	1204
	 	321	 	Agilient - Series Diode Array Detector (System E)	 	Product Develop	 	11388	 	DE64258782	 	X
	Not tagable
	 	322	 	GE Healthcare - Index 100/500 Column Standard Kit	 	MFG	 	11388	 	 	 	X
















 




Exhibit H




Tenants Personal Property




As of April 30, 2011





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Items for Halo to
	Tag	 	Asset	 	.	 	 	 	 	 	Equipment	 	take upon lease
	Number	 	Number	 	Description	 	Location	 	Building	 	Serial #	 	termination
	 	 	 
	1305
	 	323	 	Sanyo 25.7 cubic Ft Insulated Ultralow Freezer	 	Product Develop	 	11388	 	8050591	 	X
	1495
	 	324	 	Spectra SVC - AE21 Trinocular Inv Microscope	 	MFG	 	11388	 	827183	 	X
	Not tagable
	 	325	 	Accsense - 3 & 1 Probe Temperature Sensor Pod	 	Product Develop	 	11388	 	n/a	 	X
	1211
	 	326	 	BioSurplus - Eppendorf 5417 R Centrifuge & 30 Tube Rotor	 	Bio Analytical	 	11404	 	21750	 	X
	1209
	 	327	 	BioTek - Elx 405 Microplate Washer, Comp Disposal, Water Sys	 	Product Develop	 	11388	 	 	 	X
	1210
	 	328	 	Firstenberg Machinery - Malvern Nano ZS Zeta Sizer (Used)	 	Product Develop	 	11388	 	MAL500882	 	X
	Not tagable
	 	329	 	Laboratory Equip Co. - Rack w/Polycarbonate Box Drawer	 	Bio Analytical	 	11404	 	N/A	 	X
	1215
	 	330	 	SAI - V3404P Pulse Oximeter / ECG	 	Vivarium	 	11404	 	AI08080014	 	X
	1208
	 	331	 	Sanyo Commerical Solutions-Upright 30 C Biomedial Freezer	 	Product Develop	 	11388	 	8069045	 	X
	1201
	 	332	 	VSSI - SX 60" Heated Table	 	Vivarium	 	11404	 	6016927	 	X
	1212
	 	333	 	VWR - Constant Temperature Bath	 	Product Develop	 	11404	 	1336-A2908	 	X
	1214
	 	334	 	VWR - Balance 8100G XS8001L	 	Vivarium	 	11404	 	1129343269	 	X
	1213
	 	335	 	VWR - Osmometer Multi Sample 20UL	 	Product Develop	 	11388	 	08011289A	 	X
	1216
	 	336	 	BioSurplus - NuAire Nu-425-400 Hood	 	Histo	 	11404	 	10113061201	 	X
	1492
	 	337	 	BioDirect - Zymark Rapidplate Microplate Pipetting Station	 	Bio Analytical	 	11404	 	RW0012N4404  RW0725N0453	 	X
	Not tagable
	 	338	 	Cook Pharma - (2) 500L Stainless Steel Tanks	 	Cook Pharmica	 	Cook	 	n/a	 	X
	1218
	 	339	 	Charles River - PTS 550 - Exdontoxin Testing and PTS Cartridge	 	Bio Analytical	 	11404	 	2547	 	X
	1217
	 	340	 	BioTek - ELx405 Select Microplate Washer w/Comp Disp & Waste System	 	Bio Analytical	 	11404	 	RS232	 	X
	1221
	 	341	 	Fisher Scientific - Labscale 500 ML Reservoir	 	NME	 	11404	 	 	 	X
	1220
	 	342	 	IMEB, Inc - Leica CM 3000 Cryostat- (Refurbished)	 	Histo	 	11404	 	44326035	 	X
	1222
	 	343	 	Meso - Sector Imager 2400	 	Bio Analytical	 	11404	 	1250080818375	 	X
	1219
	 	344	 	TA Instrument-Rheometer/Peltier Plate/SW	 	Pre-Clinical	 	11404	 	8J3932	 	X
	1226
	 	345	 	VWR - Barnstead/Lab-line Max Q CO2 Resistant Open Air Shaker Model	 	In-Vivo	 	11404	 	 	 	X
	3201
	 	346	 	SciLog - Pressure Sensor Monitor/Controller/SW/Sensor Pack	 	MFG	 	 	 	SP0109D-1212	 	X
	1223
	 	347	 	Lab Trader - New Brunswick G25D Floor Model Incubator-	 	NME	 	11404	 	390131322	 	X
	1230
	 	348	 	Wyatt Tech Multi-Angel DSP Lighting Scatterin Detector TREOS	 	Product Develop	 	11388	 	336-TS	 	X
	1252
	 	349	 	Neurocrine - Agilent 1100 HPLC-002	 	Product Develop	 	11388	 	various	 	X
	1251
	 	350	 	Neurocrine - Agilent 1100 HPLC-Comb	 	Product Develop	 	11388	 	various	 	X
	1233
	 	351	 	Neurocrine - Jasco J-810 Spectropolarmeter	 	Product Develop	 	11388	 	B040560750	 	X
	1247
	 	352	 	Neuroncrine - Shandon Cytospin III Centrifuge	 	In-Vivo	 	11404	 	MA5611-09V	 	X
	1229
	 	353	 	BioImaging Solutions - Lumen 200 Illumination System	 	In-Vivo	 	11404	 	71579	 	X
	1231
	 	354	 	Mikron Insturments - Zeiss Microscope Upgrade	 	In-Vivo	 	11404	 	 	 	X
	1254
	 	355	 	VWR - Eppendorf Centrifuge Model 5702R	 	Bio-Analytical	 	11388	 	5703XL506907	 	X
	1248
	 	356	 	Instron - Tensiometer Model 2519-104	 	PCD	 	11404	 	 	 	X
	1255
	 	545	 	DakoCytomation - Seymour Slide Label Maker	 	In-Vivo	 	11404	 	41A081201162	 	X
	Not tagable
	 	546	 	Mikron Insturments-Zeiss Microscope Upgrade	 	R & D	 	11404	 	n/a	 	X
	1249
	 	600	 	RT Instruments-Calorimetry Sciences 6100 Micro-DSC (Used)	 	Product Develop	 	11388	 	138-CAP	 	X
	1256
	 	601	 	Heska - i-STAT Portable Clinical Analyzer System	 	Vivarium	 	11404	 	320728	 	X
	1243
	 	602	 	Summit Anesthesia Support - Anestesia System	 	Vivarium	 	11404	 	BBTP01091	 	X
	1258
	 	603	 	Lab Trader - MVE Cryosystem 6000 Cryogenic Freezer Storage Unit (Used)	 	Cylinder Storage	 	11404	 	HCB03M145	 	X
	1257
	 	604	 	Nexcelom Bioscience - Cellometer Auto T4 Plus Promotional Starter Kit	 	R & D	 	11404	 	Auto T-4-102-0261	 	X
	1265
	 	605	 	Drew Scientific - VEGASYS  and Hemaver 950FS	 	Histo	 	11388	 	 	 	X
	1260/1261
	 	606	 	Nikon Instruments - Lumen 200 Illuminations System TE2000 for Nikon Bayonet	 	Microscopy	 	11404	 	67664	 	X
	Not tagable
	 	607	 	AdInstrument - SPR-671 Minature Pressure Transducer	 	Pre-Clinical	 	11404	 	N/A	 	X
	1264
	 	608	 	Agilent 2100 Electtophoresis Bioanalyser	 	Product Develop	 	11388	 	DE72902134	 	X
	1265
	 	609	 	Drew Scientific Hemaver 950FS	 	Histo	 	11404	 	HV03238	 	X
	1267
	 	610	 	Sanyo - BioMedical Upright -30C Freezer Model MDF-U730M	 	MFG	 	11388	 	909059146	 	X
	1268
	 	611	 	Sanyo - 25.7 Cu. Ft. VIP Insulated Ultalow Freezer Model MDF-U73VC	 	MFG	 	11388	 	9030330	 	X
	1269
	 	612	 	BioImaging Solutions - SPOT Pursuit Microscope Camera with Parts and Adapters	 	Microscopy	 	11404	 	252764	 	X
	Not tagable
	 	613	 	ESA Biosciences-Corona CAD Installation / Travel Expense	 	Product Develop	 	11388	 	N/A	 	X
	1270
	 	614	 	YSI - 2300-D STAT Plus Glucose and Lactate Analyzer -(Demo Unit)	 	Histo	 	11404	 	07H00002	 	X
	1271
	 	615	 	Lightools Resesearch - LT-99D2 Output Lighting Sys / Controllable Excitation Sys	 	Vivarium	 	11404	 	2009-907A, 2009-907B	 	X
	1273
	 	616	 	BioTek - Plate Dishwasher 96/384 Cell US w/Comp Disp & Waste System	 	BioAnalytical	 	11404	 	235819	 	X
	1272
	 	617	 	Fisher Scientific - Thermo SCI Barnstead Labline Shaker w/ Combination Platform	 	NME	 	11404	 	n/a	 	X
	1274
	 	619	 	Summit Anesthesia Support - Custom Fixed Wall Mount Anesthesia System	 	Vivarium	 	11404	 	235819	 	X
	1275
	 	620	 	Summit Anesthesia Support - Custom Fixed Wall Mount Anesthesia System	 	Vivarium	 	11404	 	n/a	 	X
	1280
	 	624	 	Triangle Process Equip - Quattroflow 1200S Pump w/Motor, PSKITQ12 Service Kit	 	BPDM Grp	 	11388	 	IS0919N4886	 	X
	1277
	 	621	 	Caliper LifeScienses - IVIS Lunina XR Instrument Package Series	 	Vivarium	 	11404	 	IS0919N4886	 	X
	Not tagable
	 	622	 	Caliper LifeScienses - 700 Series High Spectral Resolution EM Filters	 	Vivarium	 	11404	 	A11454630315	 	X
	1278
	 	625	 	IMEB - Leica Autostainer XL (Refurbished)	 	Histo	 	11404	 	IS0919N4886	 	X
	1279
	 	626	 	Caron - Environmental Chamber - 25 Cubic Ft w/Temperature & Humidity Control	 	Product Develop	 	11388	 	n/a	 	X
	1234
	 	627	 	MediVas - Nikon 100 Inverted Microscope (Used)	 	Histo	 	11404	 	301157	 	X
	1237
	 	628	 	VWR-Eppendorf Centrifuge w/A-2 MTP Rotor	 	Histo	 	11404	 	5427XQ308195	 	X
	1236
	 	629	 	Fisher Scientific - Milli-Q Advantage, Feed Conductivity Cell & Q-POD Dispenser	 	Product Develop	 	11388	 	F9KN29365A	 	X
	Not tagable
	 	630	 	LABEX of MA - 6 Cage Rabbit Racks w / 4 SF (Used Equipment)	 	Vivarium	 	11404	 	n/a	 	X
	1280
	 	631	 	Shimadzu - UV-1800 Spectrophotometer w/USB PC Cable Package	 	BPDM Grp	 	11388	 	A11454630315CS	 	X
	1235
	 	632	 	VWR - Centrifuge Model 5415R 24X1.5ML Rotor	 	Product Develop	 	11388	 	5426Y1028573	 	X
	1239
	 	633	 	Bellco Glass - Auto CO2/Dual Chamber Incubator	 	Histo	 	11404	 	10006709T / 10006709B	 	X
	1285
	 	634	 	Shimadzu Scientific - UV-1800 Spectrophotometer	 	Product Develop	 	11388	 	 	 	X
	1281
	 	635	 	UGO Basille - Plethysmometer, Microprocessor Controlled	 	Vivarium	 	11404	 	0877V09	 	X
	1282
	 	636	 	Sanyo - Upright -30C Commerical Freezer	 	Product Develop	 	11388	 	9099231	 	X
	1283
	 	637	 	VWR - Analytical Balance Mettler Toledo	 	Product Develop	 	11388	 	1123411060	 	X
	1291
	 	638	 	Neuroncrine - Agilent HPLC 1100 w/PC Monitor (System K)	 	Product Develop	 	 	 	 	 	X
	1290
	 	639	 	Neuroncrine - Agilent HPLC 1100 w/PC Monitor (System J)	 	Product Develop	 	 	 	 	 	X
	1287
	 	640	 	Drew Scientific - Laser Monochrome Liasys Printer w/Auto Chemistry Analyzer	 	Histo	 	11404	 	909608	 	X
	1286
	 	641	 	Sanyo - Laboratory Refrigerator 48 Cubic Ft	 	Product Develop	 	11388	 	9100265	 	X
	1287
	 	640A	 	Drew Scientific - Laser Monochrome Liasys Printer w/Auto Chemistry Analyzer	 	Biologies Process Develop-Poway (Histro)	 	11404	 	909608	 	X
	1285
	 	642	 	BioTools - BioAnalyzer Model FTLA2000 w/ PROTA Software	 	Product Develop	 	 	 	 	 	X
	1292
	 	643	 	GE Healthcare-AKTA Purifier 10, FRAC 950 & Monitor	 	NME Lab	 	11404	 	1467638	 	X
	1293
	 	644	 	The Baker Co. - EdgeGARD Laminar Flow Bench	 	Product Develop	 	11388	 	100161	 	X
	1292A
	 	645	 	GE Healthcare Bio-Science-AKTA Purifier 10, FRAC 950	 	NME Lab	 	11404	 	1469482	 	X
	1289
	 	646	 	VWR - Ice Maker/Flaker w/Storage	 	AutoClave Rm - Bldg 11404	 	11404	 	9.10132E+12	 	X
	1238
	 	647	 	VWR - Centrifuge 5415R w/ Rotor	 	Vivarium	 	11404	 	5426YJ030281	 	X
	3234
	 	649	 	Canfield Scienific - Vectra 3D System, Arm Stag, Capture Tool	 	Icon Develop Solutions Texas (Clinical) Shipped back to Halo. Shipped to Mexico on 03/08/11	 	Mexico	 	VM01000119	 	X
	1266
	 	648	 	Sanyo - UltraLow Temperature Freezer Model: MDF-U73VC	 	Biologies Process Develop-Poway (Histro)	 	Poway	 	909831	 	X
	1244
	 	650	 	ATR - AJ125BC Multitron II BC 25mm Base Cooling 115V 60Hz	 	NME	 	11404	 	90661109BB2	 	X
	1242
	 	651	 	TA Instrument - DSC System w/Auto Sampler	 	LC/MS Rm	 	11388	 	2000-0833	 	X
	1241
	 	652	 	Harlow Scientific - 2003 FTS Lyostar II Model LYOACC-3F	 	Product Develop	 	11388	 	22668	 	X
	3300
	 	653	 	Sanyo - Pharmaceutical Refrigerator	 	Product Develop	 	11388	 	9120394	 	X
	3298
	 	654	 	Cole-Parmer - Pendo-Tech Pressure MAT Monitor	 	In-Vivo	 	11404	 	6567	 	X
	3297
	 	655	 	Bellco Glass - Auto CO2 W/J Dual Chamber Incubator	 	NME	 	11408	 	11002709	 	X
	3299
	 	656	 	CyberDerm - Cutometer MPA 580 w/ 6mm probe	 	PCD	 	11404	 	10061500	 	X
















 




Exhibit H




Tenants Personal Property




As of April 30, 2011





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Items for Halo to
	Tag	 	Asset	 	.	 	 	 	 	 	Equipment	 	take upon lease
	Number	 	Number	 	Description	 	Location	 	Building	 	Serial #	 	termination
	 	 	 
	3296
	 	657	 	Fisher Scientific - Large Capacity CO2 Incubator Chamber	 	NME	 	11408	 	316005-2259	 	X
	3293
	 	659	 	InVacare Supply Grp - Medtronic Minimed Rebel Insulin Pump	 	Vivarium	 	11404	 	PAR762557H	 	X
	3294
	 	660	 	InVacare Supply Grp-Medtronic Minimed Rebel Insulin Pump	 	Vivarium	 	11404	 	PAR763311H	 	X
	3292
	 	661	 	BioSurplus - Beckman J6-MC	 	NME	 	11404	 	CJF99C03	 	X
	3270
	 	662	 	Sartorius Stedim - SS Single TFF Holder U1-17546-004	 	MFG	 	Pacific GMP San Diego	 	 	 	X
	3271
	 	663	 	GE Healthcare - BPG 200/750 Column	 	MFG	 	Pacific GMP San Diego	 	 	 	X
	3272
	 	664	 	GE Healthcare - BPG 200/500 Column	 	MFG	 	Pacific GMP San Diego	 	 	 	X
	3273
	 	665	 	GE Healthcare - BPG 200/500 Column	 	MFG	 	Pacific GMP San Diego	 	 	 	X
	3290
	 	666	 	Full Spectrum Analytics - ALS Thermostat	 	Product Develop	 	11388	 	DE60556897	 	X
	1228
	 	667	 	BioSurplus - Savant SC 110-120, RVT 100, KNF UN 820.3 FTP	 	Product Develop	 	11388	 	RVT100-5J430722-1B	 	X
	1127
	 	668	 	Bio-Rad - TC10 Automated Cell Counter	 	R&D - Cell Culture	 	11408	 	506BR1380	 	X
	3289
	 	669	 	Bio-Rad - TC10 Automated Cell Counter	 	Product Develop	 	11388	 	506BR1568	 	X
	1224
	 	670	 	VWR - Eppendorf 5810R Centrifuge	 	Product Develop	 	11388	 	506BR1568	 	X
	3284
	 	671	 	Lab Trader - Baker BioGard Biological Safety Cabinet 6 FT	 	Tissue Culture #2	 	11404	 	BA-41199	 	X
	3266
	 	672	 	Omni Int'l - Omni Micro ES Model MES-115 (Demo)	 	Formulaton Lab	 	11388	 	ME11094	 	X
	3287
	 	673	 	Sanyo - UltraLow Temperature Freezer Model: MDF-U74VC	 	QC / Lab	 	11408	 	10060475	 	X
	3288
	 	674	 	Sanyo - Upright -30C Commerical Freezer Model: MDF-U730M	 	QC / Lab	 	11408	 	10049180	 	X
	3265
	 	675	 	Eisai Machinery - Inspection Hood Model:MIH-DX	 	Formulaton Lab	 	11388	 	EMU-0286	 	X
	3221
	 	676	 	SpectraMax M3 Microplate Reader	 	BioAnalytical	 	11404	 	MT05093	 	X
	1299
	 	677	 	SpectraMax M3 Microplate Reader	 	NME	 	11404	 	MT05095	 	X
	1297
	 	678	 	Mindray DP6600 Ultrasound Machine	 	Vivarium	 	11404	 	BE-05104810	 	X
	1300
	 	679	 	DPA 4200 MFI Flow Microspoce	 	Formulaton Lab	 	11388	 	000762	 	X
	1013-1
	 	680	 	CFI APO VC60X 14WD 0.13mm (Nikon 2000 Microscope)	 	Microscopy	 	11404	 	3107	 	X
	3224
	 	681	 	Nikon MS2000 TE2000 Inverted Closed-Loop	 	R&D	 	11404	 	 	 	X
	3222
	 	682	 	CARV II Confocal Imager w/o Binocular	 	Microscopy	 	11404	 	CII00205	 	X
	3223
	 	683	 	PhotoFluor 3676 Light Source	 	R&D	 	11404	 	25	 	X
	3226
	 	685	 	Inspection Hood Manual	 	Pacific GMP	 	 	 	 	 	X
	3628
	 	686	 	QuantEM 512SC 16bit, 10MHZ Digital Camera (BioImaging Sol.)	 	Imaging Room	 	11404	 	A08L1010060	 	X
	3229
	 	687	 	Ultra Low Temp Freezer	 	NME	 	11404	 	MDF-U74VC	 	X
	3230
	 	688	 	Advanced Instruments Osmometer	 	Formulaton Lab	 	11388	 	2020	 	X
	3231
	 	689	 	Paradigm Insulin Pump	 	Vivarium	 	 	 	PAR895205H	 	X
	3233
	 	691	 	Octet Qke System (ForteBio	 	NME	 	11404	 	FB-40315	 	X
	3233
	 	691	 	Octet Qke System (ForteBio) Freight and Evaluation Work	 	NME	 	11404	 	FB-40315	 	X
	3232
	 	690	 	Medical Freezer -30C Upright	 	Histo	 	11404	 	11019061	 	X
	3235
	 	692	 	Balance 220G/81GX.1MG/.01MG	 	Product Develop	 	11388	 	B107114037	 	X
	3234
	 	649-2	 	Canfield Scienific - Vectra 3D System, Arm Stag, Capture Tool Modification	 	Clinical	 	Mexico	 	 	 	X
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	Computer Hardware & Software	 	 	 	 	 	 	 	 
	1101
	 	360	 	AMEX - Dell OptiPlex GX270T Computer	 	Kundu	 	 	 	 	 	X
	1075
	 	362	 	Tryplex - Sonic Wall Firewall	 	IT Rm (16)	 	11388	 	 	 	X
	1079
	 	363	 	AMEX - DRamsay computer	 	Ramsay	 	11388	 	 	 	X
	1027
	 	367	 	Dell Marketing - Inspiron Laptop - AKim (Conf. Rm.)	 	Conf Rm	 	11388	 	 	 	X
	1114
	 	371	 	Dell UltraSharp 17" Monitor for trade shows	 	For travel	 	11388	 	 	 	X
	1099
	 	372	 	Dell Dimension 3000 Series Computer (D. Vaughn)	 	Vaughn	 	11388	 	 	 	X
	1091
	 	373	 	Dell Precision Workstation 470 Desktop (Ping - Lab-Ste 20)	 	Jiang	 	11404	 	 	 	X
	1106
	 	375	 	Dell OptiFlex 170L, MicroTower Celeron D (Chris E. Lab Ste 20)	 	IT Rm (16)	 	11388	 	 	 	X
	1084
	 	374	 	Dell OptiFlex 170L, MicroTower Celeron D (Chris C. Lab Ste 20)	 	Wang	 	 	 	 	 	X
	1034
	 	376	 	Dell Inspiron 1150, Intel Celeron Laptop (for Board Room)-AK	 	Spare	 	11388	 	 	 	X
	1086
	 	378	 	Dell OptiFlex 170L, MicroTower (Gel Doc - Lou)	 	Bookbinder	 	11404	 	 	 	X
	1082
	 	379	 	Dell OptilFlex 170L, MicroTower (Lisa Heil)	 	Heil	 	11388	 	 	 	X
	1081
	 	380	 	Dell OptiFlex 170L MicroTower & E173FP 17" Flat Monitor (Laurel Martin)	 	Martin	 	11388	 	 	 	X
	1030
	 	381	 	Dell Latitude D505 Laptop & Ultrasharp Flat Panel (Linda Heiner)	 	Heiner	 	 	 	 	 	X
	1102
	 	382	 	Great Plains Accounting Software	 	IT Rm (16)	 	11388	 	 	 	X
	1072
	 	385	 	Dell Poweredge 1800 server 4	 	IT Rm (16)	 	11388	 	 	 	X
	1042
	 	386	 	Dell Latitude 610 Laptop w/19" LCD-93LBY61 for R. Yocum	 	Yocum	 	 	 	 	 	X
	1031
	 	387	 	Dell Latitude 610 Laptop-F03TZ61 for M. Wilhelm	 	Wilhelm	 	11408	 	 	 	X
	1100
	 	388	 	OptiPlex 170L, MicroTower 3.00 GHz	 	Wilhelm	 	11408	 	 	 	X
	1107
	 	389	 	OptiPlex 170L, MicroTower 3.00 GHz - Kundu (Baker's lab)	 	D. Baker	 	11388	 	 	 	X
	1022
	 	390	 	Dell Latitude D610 Laptop Pentium M750	 	Kim	 	 	 	 	 	X
	1088
	 	393	 	Dell OptiPlex 170L Micro Tower (Derunes)	 	Nerem	 	11404	 	 	 	X
	1021
	 	397	 	Dell Latitude D820 Laptop-64NRT91 for D. Kennard	 	Kennard	 	11408	 	 	 	X
	Not tagable
	 	398	 	Dell RAID Hrd Drv Outlook Srvr	 	IT Rm (16)	 	11388	 	 	 	X
	1074
	 	399	 	Dell tape backup Outlook Srvr	 	IT Rm (16)	 	11388	 	 	 	X
	1073
	 	400	 	Server - Outlook, user files	 	IT Rm (16)	 	11388	 	 	 	X
	1036
	 	402	 	Dell Latitude D620 laptop, Service Tag #9CQZGB1 - R. Little	 	Fallon	 	 	 	 	 	X
	1077
	 	403	 	2MB Cache, XEON 800MHz Front Side Bus for PowerEdge 1800 server- Dell	 	IT Rm (16)	 	11388	 	 	 	X
	1110
	 	404	 	Dell Latitude D420 laptop, Svc Tag #36PX0C1 - R. Little	 	Little	 	11388	 	 	 	X
	1115
	 	406	 	Dell OptiPlex 745 Minitower, Pentium D 820 - R. English	 	English	 	11388	 	 	 	X
	1125
	 	407	 	Dell OptiPlex 745 Minitower, Pentium D 820 - upstair Su 16	 	Consultant	 	 	 	 	 	X
	1123
	 	408	 	Dell Latitude D620 laptop, Service Tag #3XFP5C1 - C. Caster	 	Caster	 	11388	 	 	 	X
	1124
	 	409	 	Dell Latitude D620 laptop, Service Tag #JWFP5C1 - C. Derunes	 	Derunes	 	11388	 	 	 	X
	1132
	 	410	 	Dell Latitude D620 laptop, Service Tag #5Q7YDC1 - N.Plumb	 	Plumb	 	11408	 	5Q7YDC1	 	X
	1138
	 	411	 	Dell OptiPlex 745 Minitower, Core 2 Duo, Svc Tag#1S1CPC1, Exp Svc Code#3872107585-J. Nerem	 	W. Xu	 	11404	 	1S1CPC1	 	X
	1131
	 	412	 	Dell OptiPlex 745 Minitower, Core 2 Duo, Svc Tag#H371MC1, Exp Svc Code#37198531153 - K.Maxson	 	Maxson	 	11388	 	H371MC1	 	X
	1142
	 	416	 	Dell Latitude D620 laptop & docking station, Svc Tag #43CWLC1,Exp Code 8910203905 - D. Callaway	 	Callaway	 	11388	 	43CWLC1	 	X
	1130
	 	417	 	Dell Latitude D620 laptop & docking station, Svc Tag #98DWLC1, Exp Code 20098126081 - C.Thompson	 	Thompson	 	11404	 	98DWLC1	 	X
	1144
	 	414	 	Dell OptiPlex 745 Minitower, Core 2 Duo, Svc Tag#3S1CPC1, Exp Svc Code#8225672257 - R.Osgood	 	R. Osgood	 	11404	 	3S1CPC1	 	X
	Not tagable
	 	415	 	Dell OptiPlex 745 Minitower, Core 2 Duo, Svc Tag#, Exp Svc Code# - W.Xu	 	W. XU	 	11404	 	N/A	 	X
	1143
	 	413	 	Dell OptiPlex 745 Minitower, Core 2 Duo, Svc Tag#7ZWLPC1, Exp Svc Code#17408552833 - M.Zacharia	 	Zacharia	 	11408	 	7ZWLPC1	 	X
	1134
	 	486	 	HP LaserJet 4250N, SN#CNRXB92289 - Del Mar Ofc PO#5464	 	suite 22	 	 	 	CNRXB92289	 	X
	1140
	 	419	 	Dell Latitude D620 laptop & monitor, Svc Tag#2F2TQC1, Exp Code 5265303697 - P. Jiang	 	Jiang	 	11404	 	2F2TQC1	 	X
	1146
	 	420	 	OptiPlex 745 Minitower, Core 2, Svc Tag#HFN0RC1, Exp Code 37950958945 - T. Noboa	 	Noboa	 	11388	 	HFN0RC1	 	X
	Not tagable
	 	421	 	Spare OptiPlex 745 Minitower, Core 2	 	IT Rm (16)	 	11388	 	N/A	 	X
	 
	 	422	 	Spare Dell Latitude D620 laptop & monitor & stand	 	IT Rm (16)	 	11388	 	 	 	X
	1145
	 	423	 	Dell Latitude D620 laptop & monitor & stand, Svc Tag#79MVSC1, Exp Code 15820106545 - S. Kline	 	Kline	 	 	 	79MVSC1	 	X
	 
	 	428	 	SonicWall VPN 2000 - IT Room	 	IT Rm (16)	 	11388	 	 	 	X
	Not tagable
	 	429	 	Latitude ATG D620 Laptop - Frost	 	Frost	 	11388	 	N/A	 	X
	Not tagable
	 	430	 	HP LaserJet Printer 4250n - Del Mar Ofc PO#5951	 	by LM&LH	 	11388	 	N/A	 	X
	Not tagable
	 	432	 	M-Mode Vevo770 Software Licence - Visualsonics PO#6011	 	Virarium	 	11404	 	 	 	X
	Not tagable
	 	433	 	Gene Contruction Kit 2.5 Software Licence - Textco PO#6206	 	R&D	 	11404	 	N/A	 	X
	Not tagable
	 	434	 	8 laptop docking stations & monitor stands	 	various	 	 	 	N/A	 	X
	Not tagable
	 	435	 	10 laptop monitors	 	various	 	 	 	N/A	 	X
	1147
	 	436	 	D630 laptop, Svc Tag #G3W83D1, Exp Code #35064041221 - M.Roman	 	Roman	 	11404	 	G3W83D1	 	X
	1148
	 	437	 	D620 laptop, Svc Tag #H3GHWC1, Exp Code #37214407153 - I.Bilinsky	 	Bilinsky	 	11388	 	H3GHWC1	 	X
	1149
	 	438	 	D630 laptop, Svc Tag #B3W83D1, Exp Code #24180129541 - S.Kadhim	 	Kadhim	 	11404	 	B3W83D1	 	X
	1150
	 	439	 	D630 laptop, Svc Tag #54W83D1, Exp Code #11179901701 - W.Bee	 	Bee	 	11404	 	54W83D1	 	X
















 




Exhibit H




Tenants Personal Property




As of April 30, 2011





	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Items for Halo to
	Tag	 	Asset	 	.	 	 	 	 	 	Equipment	 	take upon lease
	Number	 	Number	 	Description	 	Location	 	Building	 	Serial #	 	termination
	 	 	 
	Not tagable
	 	440	 	D630 laptop, Svc Tag #, Exp Code # - spare	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	441	 	D630 laptop, Svc Tag #, Exp Code # - spare	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	444	 	2 OptiPlex 745 desktops - Osgood & Radi	 	R & D	 	11404	 	N/A	 	X
	Not tagable
	 	447	 	Xeon 3040 Server for Vivarium	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	446	 	HP LJ 4700N 31/31PPM, SN#SJP2LB71726	 	M.Wilhelm	 	11408	 	SLP2LB71726	 	X
	Not tagable
	 	448	 	ESX Server for Halozyme	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	449	 	CD Label & burning machine-Zacharia	 	Zacharia	 	11408	 	N/A	 	X
	Not tagable
	 	451	 	Storage Server for Legal	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	452	 	3 monitors, stands, & docking stations	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	453	 	3 desktops	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	456	 	GP Microsoft Dynamics professional users - Rose Bus Sol PO#B291	 	Finance	 	11388	 	N/A	 	X
	Not tagable
	 	457	 	3 Dell laptops	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	459	 	3 Dell desktops	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	461	 	5 Dell laptops	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	462	 	Monitor, docking station, stand - Haller	 	Haller	 	11388	 	N/A	 	X
	Not tagable
	 	463	 	5 Dell desktops	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	464	 	5 Monitors, docking stations, stands	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	465	 	StartingPoint Software - Octagon PO#	 	RA/QA	 	11408	 	N/A	 	X
	Not tagable
	 	466	 	Networking equipments - Avanir	 	Avanir	 	 	 	 	 	X
	Not tagable
	 	467	 	Clone Manager Professional - Version 9	 	MFG	 	11404	 	N/A	 	X
	Not tagable
	 	468	 	HR Essentials - People Trak /Export Interface ADP	 	HR	 	11388	 	N/A	 	X
	Not tagable
	 	473	 	CDW - ADOBE CS3 Software - (1)  PO#7428	 	Clinical & Med Affairs	 	11388	 	N/A	 	X
	Not tagable
	 	469	 	Dell Optiplex 745 Desktops w/ Monitors - (3)	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	470	 	Dell Latitude d630 Laptops - (3)	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	472	 	Dell Optiplex 745 Desktops w/ Monitors - (2)	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	471	 	Dell Latitude d630 Laptops - (3)	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	474	 	HP LJ 4250N B&W Printer-SN#SCNRXR47044  PO#7436	 	G&A	 	11388	 	SCNRXR47044	 	X
	Not tagable
	 	475	 	HP LJ 4250N B&W Printer-SN#SCNRXK95874  PO#7437	 	Product Develop	 	11388	 	SCNRXK95874	 	X
	Not tagable
	 	476	 	HP LJ 4250N B&W Printer-SN#SJP4LB12775  PO#7465	 	R & D	 	11404	 	SJP4LB12775	 	X
	Not tagable
	 	477	 	ViewPoint Software License/Maint. 11/15/07 PO#7800	 	RA/QA	 	11408	 	N/A	 	X
	Not tagable
	 	479	 	HP LJ 4700N, SN#SJP4LB14979	 	G&A	 	11388	 	7	 	X
	Not tagable
	 	480	 	HP LJ 4700N, SN#SLP4LD04330	 	Product Develop	 	11388	 	SLP4LD04330	 	X
	Not tagable
	 	481	 	Octagon/Oracle Servers (2) -Amex	 	RA/QA	 	11408	 	N/A	 	X
	Not tagable
	 	482	 	Dell Desktop Computers (3) - Amex	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	483	 	Dell Laptops (2) - Amex	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	484	 	WL Server Mid-Market ED 8.1DL - PO#7661	 	RA/QA	 	11408	 	N/A	 	X
	Not tagable
	 	485	 	Oracle Database Standard Edition (10) - Po#7631	 	RA/QA	 	11408	 	N/A	 	X
	Not tagable
	 	487	 	Dell Sharepoint Server, Window Svr, Photos - American Express	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	488	 	Dell Desktop Computers w/Monitor (3) - American Express	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	489	 	Dell Server Hardware for SQL 2005-American Express	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	490	 	Dell Exchange Enterpreise Software	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	492	 	Acronis True Image Software for Laptop	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	493	 	CX3-10C-FD Software / Supp/Inst	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	494	 	TIG - Netgear Layer 3 Switch for SAN	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	495	 	Image Solution-ISITool Box Software	 	IT Rm (16)	 	 	 	 	 	X
	Not tagable
	 	496	 	BioImaging Solutions-Image Pro Analyzer Software	 	R&D	 	11404	 	N/A	 	X
	Not tagable
	 	497	 	Agilent - LC/MSCD Deconvolution & BioAnalysis SW	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	498	 	Dionex Corp - Chromeleon SW, Training, Installation	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	499	 	American Express - Dell Server for Chromeleon SW	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	500	 	BioImaging Solutions-Image Pro Analyzer License/USB Network	 	R & D	 	11404	 	N/A	 	X
	Not tagable
	 	501	 	Dionex Corp - Tax on Service and Installation of Software	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	502	 	Systat Software-SigmaPlot Site Licenses-Perpetual	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	503	 	Technology Integration-WMWare Enterprise Upgrade**	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	504	 	Dell Precision Video Editing T5400 Mini Tower & Software	 	Pre-Clinical	 	11404	 	N/A	 	X
	Not tagable
	 	505	 	MS Office Pro 2007 - 120 Licenses	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	506	 	Project 2007 - 40 Licenses	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	507	 	Adobe Acrobat 9 - 60 Licences	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	509	 	Microsoft Dynamics GP Fixed Assets Mgmt Software	 	Finance	 	11388	 	N/A	 	X
	Not tagable
	 	510	 	Dell PoE Switch w/ Fiberoptic Connections Bldg 11408	 	11408	 	11408	 	N/A	 	X
	Not tagable
	 	511	 	Technology Integration-WMWare Enterprise Upgrade-Labor	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	512	 	Technology Intergration-Additional Storage Shelf	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	513	 	Image Solution-ISITool Box Software	 	Reg / QA	 	11408	 	N/A	 	X
	Not tagable
	 	514	 	Dionex Corp - HPLC Workstation Upgrade S/W	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	515	 	American Express - Dell E4200 Laptop, Docking Station	 	J. Lim	 	11388	 	N/A	 	X
	Not tagable
	 	700	 	CDW Computer - Blackberry Enterprise Serv Upgrade - S/W	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	701	 	CDW - RedBeam Inventory Tracking SW(5 Users), 3 yr SVC on Scanner and 3 yr Unlimited Support / Upgrades	 	11404	 	11404	 	N/A	 	X
	Not tagable
	 	702	 	MESO-Discovery Workbench Analysis Software, 6 Seat Lic	 	Bioanalytical	 	11404	 	N/A	 	X
	Not tagable
	 	703	 	Scientific & Educational SW - 9 Clone Manager Prof , License	 	NME	 	11404	 	N/A	 	X
	Not tagable
	 	704	 	Tibco Spotfire Licenses Fees / Bronze Maintenance Support	 	Bioanalytical	 	11404	 	N/A	 	X
	Not tagable
	 	705	 	Oracle Theasaurus Mgmt System (Read-Only, User Perpetual)	 	Clinical	 	11388	 	N/A	 	X
	Not tagable
	 	706	 	TIG - 150 Licenses of TrendMicro Antivirus	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	707	 	EMC - Additional Storage Shelf with 7 Drives	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	708	 	TIG - VMCO-VM vShere 4 Ent Plus 1 Processor / 2 Dell PowerEdge R710 Servers	 	IT Rm (16)	 	11388	 	N/A	 	X
	Not tagable
	 	709	 	Dell - Precision M4400, Intel Core Laptop - David Kang	 	Pre-Clinical	 	11404	 	N/A	 	X
	Not tagable
	 	710	 	Dionex - Chromeleon Server, 2 License, Timebase Upgrade	 	Product Develop	 	11388	 	N/A	 	X
	Not tagable
	 	711	 	Brendan Technologies - StatLIA Software CD / Licenses	 	Pre-Clinical	 	11404	 	N/A	 	X
	Not tagable
	 	712	 	HelpDesk - HelpStar 2009 for SQL and 2 User Licenses	 	IT Rm (16)	 	 	 	N/A	 	X
	Not tagable
	 	713	 	Dell - Latitude E4300 Laptop - Will McCarthy	 	Commerical Ops	 	 	 	 	 	X
	Not tagable
	 	714	 	Dell - Latitude E4200 Laptop - Nazli Peterson	 	MFG	 	11408	 	N/A	 	X
	Not tagable
	 	715	 	Dell - Latitude Z Laptop - Jenny McDonald	 	Jenny McDonald	 	11388	 	N/A	 	X
	Not tagable
	 	716	 	EMC CX-4G15-600U 600 GB Hard Drive	 	Service Room	 	11388	 	N/A	 	X
	Not tagable
	 	717	 	2TB 7200RPM 520BOS Sata	 	Service Room	 	11388	 	N/A	 	X
	Not tagable
	 	718	 	MetaMorph Basic CARV II Software for Nikon Microscope	 	1104	 	1104	 	N/A	 	X
	Not tagable
	 	719	 	Palo Alto Networks PA-500 Firewall	 	Service Room	 	11388	 	PAN-PA-500	 	X
	Not tagable
	 	720	 	MetaMorph Basic Offline Software	 	Imaging Room	 	11404	 	N/A	 	X
	3236
	 	721	 	Dell Latitude E6420 - L.Jadin	 	L. Jadin	 	 	 	BZW44Q1	 	X
















 



Exhibit H




Tenants Personal Property




As of April 30, 2011




	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	Items for Halo to
	Tag	 	Asset	 	 	 	 	 	 	 	Equipment	 	take upon lease
	Number	 	Number	 	Description	 	Location	 	Building	 	Serial #	 	termination
	 
	 	 	 	Leasehold Improvements	 	 	 	 	 	 	 	 
	Not tagable
	 	516	 	ICN 2 ADDING SLM-8 & DEI/LABOR - Inter Tel PO#7155	 	Offices / Labs	 	11388	 	 	 	X
	Not tagable
	 	517	 	Constructions on Avanir buildings - Bryant PO#7260	 	Offices / Labs	 	11404	 	 	 	 
	Not tagable
	 	518	 	Constructions on Avanir buildings - Bryant PO#7260	 	Offices / Labs	 	11388	 	 	 	 
	Not tagable
	 	519	 	Generators - Avanir	 	Mechnical Yard	 	11404 / 11388	 	 	 	X
	Not tagable
	 	520	 	Bryant Construction - 11404 Sorrento Valley Rd - PO#7260	 	Offices / Labs	 	11404	 	 	 	 
	Not tagable
	 	521	 	Bryant Construction - 11388 Sorrento Valley Rd - PO#7260	 	Offices / Labs	 	11388	 	 	 	 
	Not tagable
	 	522	 	Halozyme Logo and Signs (Interior and Exterior) PO#7001	 	Interior / Exterior Blg	 	11388	 	 	 	X
	Not tagable
	 	523	 	ICN 2 Adding - SLM 8 and Del - PO#7741	 	Offices / Labs	 	11388	 	 	 	X
	Not tagable
	 	524	 	RO System for Vivarium Water - PO#7325	 	Vivarium	 	11404	 	 	 	X
	Not tagable
	 	525	 	Mark Beaty Painting-Painting of the Vivarium	 	Vivarium	 	11404	 	 	 	 
	Not tagable
	 	526	 	CRB Fabrication - Pig Pen	 	Vivarium - Pig Rm #157	 	11404	 	 	 	X
	Not tagable
	 	527	 	Helix - Replace Water Heater	 	Hallway Closet	 	11404	 	 	 	 
	Not tagable
	 	528	 	Thomas Acoustic - Walls outside Pig Room	 	Vivarium - Pig Rm #157	 	11404	 	 	 	 
	Not tagable
	 	529	 	CRB Fabrication - Pig Pen	 	Vivarium - Pig Rm #158	 	11404	 	 	 	X
	Not tagable
	 	530	 	Bryant Construction - Building Offices	 	RA/QA & Purchasing	 	11404	 	 	 	 
	Not tagable
	 	531	 	Thomas Acoustic - Walls outside Pig Room	 	Vivarium - Pig Rm #158	 	11404	 	 	 	 
	Not tagable
	 	532	 	Water Works - Water System for Pigs Room #157 & 158	 	Vivarium - Pig Rm	 	11404	 	 	 	X
	Not tagable
	 	533	 	Charlaine Architectural Signage -  Name Holders	 	Interior - Offices/Labs	 	11388/11404	 	 	 	 
	Not tagable
	 	534	 	BioSources - Construction of Offices	 	Offices / Labs	 	11404	 	 	 	 
	Not tagable
	 	535	 	Bryant Construction - Building Offices	 	Various Location	 	11404	 	 	 	 
	Not tagable
	 	536	 	Charlaine Architectural Signage -  Name Holders	 	Interior - Offices/Labs	 	11388/11404	 	 	 	 
	Not tagable
	 	537	 	Bryant Construction-Chg Order on Project 756 & 757	 	 	 	 	 	 	 	 
	Not tagable
	 	538	 	Bryant Construction - Vivarium Door	 	Vivarium - Main Door	 	11404	 	 	 	 
	Not tagable
	 	539	 	X-Controls- HVAC Controller, Programing SW-1st & 2nd Pay	 	1st Floor - Facilities	 	11388	 	 	 	 
	Not tagable
	 	540	 	Roy E. Hanson Jr. Mfg - 500 Gal Hot Water Tank	 	Mechnical Yard	 	11404	 	 	 	 
	Not tagable
	 	541	 	BioSources - Installation of 500 Gallon Water Tank	 	Mechnical Yard	 	11404	 	 	 	 
	Not tagable
	 	542	 	Bryant Construction - Building Offices ( In Service 04/09)	 	Offices / Labs	 	11408	 	 	 	 
	Not tagable
	 	543	 	BioSources - Alarm & Data Services (In Service 04/09)	 	Offices / Labs	 	11408	 	 	 	 
	Not tagable
	 	547	 	Southwest Millworks - Rework 2nd Floor Kitchenette Cabinets	 	2nd Floor - Kitchen	 	11388	 	 	 	 
	Not tagable
	 	549	 	BioSources-Condensor Pumps - HVAC	 	 	 	11408	 	 	 	 
	Not tagable
	 	548	 	JAM Fire Protection -  Inergen Fire Suppression Systems	 	RA/QA - File Room	 	11408	 	 	 	 
	Not tagable
	 	802	 	Airgas - West - Move/Install Inergen 50% Tank	 	RA/QA - File Room	 	11408	 	 	 	 
	Not tagable
	 	800	 	Bryant Construction - Building Offices - Change Order #1	 	Offices / Labs	 	11408	 	 	 	 
	Not tagable
	 	801	 	BioSources - Counter Top - 2nd Floor 11388	 	Product Develop	 	11388	 	 	 	 
	Not tagable
	 	803	 	MGM / Airgas - Nitrogen Piping Remodel-Installation/Testing	 	MNE	 	11388	 	 	 	 
	Not tagable
	 	804	 	BioSources - Bldg 11404 Shelving System Project (MNE)	 	Mechnical Yard	 	11404	 	Air Handler #1	 	 
	Not tagable
	 	805	 	BioSources - Bldg 11404 Yasakawa VFD Driver	 	Mechnical Yard	 	11404	 	Air Handler #1	 	 
	Not tagable
	 	806	 	Bryant Construction - Remodel Old File Room 2nd Floor	 	Clinical	 	11388	 	 	 	 
	Not tagable
	 	807	 	Protection One - Digital Video Surveillance System (Side	 	Exterior Bldg &	 	 	 	 	 	 
	 
	 	 	 	of Bldg, Parking Lot Cameras) and Programming	 	Parking Lot	 	11388	 	 	 	X
	Not tagable
	 	808	 	Protection One - Digital Video
Surveillance System & Programing	 	Sirion Bldg	 	11388	 	 	 	X
	Not tagable
	 	809	 	BioSources - ADM Module Install - Operate South Entry Door.	 	Vivarium	 	11408	 	 	 	 
	Not tagable
	 	810	 	Thomas Acoustic - Furnish / Install White FRP Panels	 	Vivarium - Feed Room	 	11404	 	 	 	 
	Not tagable
	 	811	 	X-Controls- HVAC Controller, Programing SW	 	1st Floor - Facilities	 	11388	 	 	 	 
	Not tagable
	 	812	 	MGM / Airgas - Nitrogen Piping Remodel-Installation/Testing	 	Product Develop	 	11388	 	 	 	 
	Not tagable
	 	813	 	BioSources - Cabinetry Work (11388-Formulation/11404	 	Product Develop /	 	 	 	 	 	 
	 
	 	 	 	Ping’s Lab)	 	Ping’s Lab	 	11388/11404	 	 	 	 
	Not tagable
	 	814	 	Biosources AC Unit parts	 	11408	 	11408	 	 	 	 
	Not tagable
	 	815	 	Biosources Steam Boilers -rebuild	 	11408	 	11408	 	 	 	 



















 






EXHIBIT I




FORM OF ESTOPPEL CERTIFICATE




	To: 	 	BMR-11388 Sorrento Valley Road LLC 
17190 Bernardo Center Drive 
San Diego, California 92128
Attention: Vice President, Real Estate Counsel
	 
	 	 	BioMed Realty, L.P.
17190 Bernardo Center Drive
San Diego, California 92128
	 
	Re:	 	 11388 Sorrento Valley Road (the “Premises”) at San Diego, California (the “Property”)




The undersigned tenant (“Tenant”) hereby certifies to you as follows:




          1.
Tenant is a tenant at the Property under a lease (the “Lease”) for the Premises
dated as of [          ], 2011. The Lease has not been cancelled, modified, assigned, extended or
amended [except as follows: [          ]], and there are no other agreements, written or oral,
affecting or relating to Tenant’s lease of the Premises or any other space at the Property. The
lease term expires on [          ], 20[     ].




          2.
Tenant took possession of the Premises, currently consisting of [          ] square
feet, on [          ], 20[     ], and commenced to pay rent on [          ], 20[     ]. Tenant has full
possession of the Premises, has not assigned the Lease or sublet any part of the Premises, and does
not hold the Premises under an assignment or sublease[, except as follows: [          ]].




          3.
All base rent, rent escalations and additional rent under the Lease have been paid
through [          ], 20[     ]. There is no prepaid rent[, except $[          ]][, and the amount of
security deposit is $[          ] [in cash][OR][in the form of a letter of credit]]. To Tenant’s
knowledge, Tenant currently has no right to any future rent abatement under the Lease.




          4. Base rent is currently payable in the amount of $[          ] per month.




          5. Tenant is currently paying estimated payments of additional rent of $[          ]
per month on account of real estate taxes, insurance, management fees and common area maintenance
expenses.




          6.
All work to be performed for Tenant under the Lease has been performed as
required under the Lease and has been accepted by Tenant[,
except
[          ]], and all
allowances to be paid to Tenant, including allowances for tenant improvements, moving expenses or
other items, have been paid.




          7. The Lease is in full force and effect, and to Tenant’s knowledge, free from default and
free from any event that could become a default under the Lease, and to Tenant’s knowledge, Tenant
has no claims against the landlord or offsets or defenses against rent, and there are no disputes
with the landlord. Tenant has no rights or options to purchase the Property.




I-1









 





     8. To Tenant’s knowledge, no hazardous wastes have been generated, treated, stored or
disposed of by or on behalf of Tenant in, on or around the Premises or the Project in violation of
any environmental laws.



     9. The undersigned has executed this Estoppel Certificate with the knowledge and understanding
that [INSERT NAME OF LANDLORD, PURCHASER OR LENDER, AS APPROPRIATE] or its assignee is acquiring
the Property in reliance on this certificate and that the undersigned shall be bound by this
certificate. The statements contained herein may be relied upon by [INSERT NAME OF PURCHASER OR
LENDER, AS APPROPRIATE], BMR-11388 Sorrento Valley Road LLC, BioMed Realty, L.P., BioMed Realty
Trust, Inc., and any mortgagee of the Property and their respective successors and assigns.




	 	 	Any capitalized terms not defined herein shall have the respective meanings given in the
Lease.





Dated this [          ] day of [          ], 20[     ].




[          ],

a [          ]




	 	 	 	 	 

	By:

	 	 	 	 
	 

	 	 	 	 
	Name:
	 	 	 	 
	 

	 	 	 	 
	Title:
	 	 	 	 
	 

	 	 	 	 






I-2