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Exhibit 10.5    
    


SUBLEASE  


        1.    PARTIES.    This Sublease, dated March 11, 2002, is made by Corgentech, Inc. ("Sublessor") and
successor to Caber Corporation, and Michael J. Gurfinkel ("Sublessee"). 


        2.    MASTER LEASE.    Sublessor is the lessee under a written lease dated March 31, 2000, wherein Gateway
Center, L.L.C. ("Lessor") leased to Sublessor the real property located in the City of S. San Francisco, County of San Mateo, State of California, described as ("Master Premises"). Said lease
has been amended by the following amendments: said lease and amendments are herein collectively referred to as the "Master Lease" and are attached hereto as Exhibit "A." 


        3.    PREMISES.    Sublessor hereby subleases to Sublessee on the terms and conditions set forth in this Sublease the
following portion of the Master Premises ("Premises"): Approximately 3,060 rentable square feet of space located on the fourth (4th) floor of the Building and commonly known as Suite
460, as further set forth in Exhibit A to the Office Lease. 



        4.    WARRANTY BY SUBLESSOR.    Sublessor warrants and represents to Sublessee that the Master Lease has not been
amended or modified except as expressly set forth herein, that Sublessor is not now, and as of the commencement of the Term hereof will not be, in default or breach of any of the provisions of the
Master Lease, and that Sublessor has no knowledge of any claim by Lessor that Sublessor is in default or breach of any of the provisions of the Master Lease. 


        5.    TERM.    The term of this Sublease shall commence on April 1, 2002 ("Commencement Date"), or when Lessor
consents to this Sublease (if such consent is required under the Master Lease), whichever shall last occur, and end on March 31, 2005 ("Termination Date"), unless otherwise sooner terminated in
accordance with the provisions of this Sublease. In the event the Term commences on a date other than the Commencement Date, Sublessor and Sublessee shall execute a memorandum setting forth the actual
date of commencement of the Term. Possession of the Premises ("Possession") shall be delivered to Sublessee on the commencement of the Term. If for any reason Sublessor does not deliver Possession to
Sublessee on the commencement of the Term, Sublessor shall not be subject to any liability for such failure, the Termination Date shall not be extended by the delay, and the validity of this Sublease
shall not be impaired, but rent shall abate until delivery of Possession. Notwithstanding the foregoing, if Sublessor has not delivered Possession to Sublessee within thirty (30) days after the
Commencement Date, then at any time thereafter and before delivery of Possession, Sublessee may give written notice to Sublessor of Sublessee's intention to cancel this Sublease. Said notice shall set
forth an effective date for such cancellation which shall be at least ten (10) days after delivery of said notice to Sublessor. If Sublessor delivers Possession to Sublessee on or before such
effective date, this Sublease shall remain in full force and effect. If Sublessor fails to deliver Possession to Sublessee on or before such effective date, this Sublease shall be cancelled, in which
case all consideration previously paid by Sublessee to Sublessor on account of this Sublease shall be returned to Sublessee, this Sublease shall thereafter be of no further force or effect, and
Sublessor shall have no further liability to Sublessee on account of such delay or cancellation. If Sublessor permits Sublessee to take Possession prior to the commencement of the Term, such early
Possession shall not advance the Termination Date and shall be subject to the provisions of this Sublease, including without limitation the payment of rent. 


        6.    RENT.    


        6.1    Minimum Rent.    Sublessee shall pay to Sublessor as minimum rent, without deduction,
setoff, notice, or demand, at 1651 Page Mill Road, Palo Alto, CA 94304, or at such other place as Sublessor shall designate from time to time by notice to Sublessee. Sublessee shall pay to Sublessor
upon 


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execution
of this Sublease the sum of Five Thousand Three Hundred Fifty-Five Dollars ($5,355.00) as rent for the fourth month of the term. If the Term begins or ends on a day other than
the first or last day of a month, the rent for the partial months shall be prorated on a per diem basis. Additional provisions: Please find below the rent schedule for the term of the sublease.
Sublessee shall pay the sums as shown below in advance on the first day of each month of the Term. 



	Months
 
	 	Square Foot Rate
	 	Total Base Rent

	1-3	 	$	0.00	 	$	0.00
	4-12	 	$	1.75	 	$	5,355.00
	13-24	 	$	2.00	 	$	6,120.00
	25-37	 	$	2.25	 	$	6,885.00






        7.    SECURITY DEPOSIT.    Sublessee shall deposit with Sublessor upon execution of this Sublease the sum of Five
Thousand Three Hundred Fifty-Five Dollars ($5,355.00) as security for Sublessee's faithful performance of Sublessee's obligations hereunder ("Security Deposit"). If Sublessee fails to pay
rent or other charges when due under this Sublease, or fails to perform any of its other obligations hereunder, Sublessor may use or apply all or any portion of the Security Deposit for the payment of
any rent or other amount then due hereunder and unpaid, for the payment of any other sum for which Sublessor may become obligated by reason of Sublessee's default or breach, or for any loss or damage
sustained by Sublessor as a result of Sublessee's default or breach. If Sublessor so uses any portion of the Security Deposit, Sublessee shall, within ten (10) days after written demand by
Sublessor, restore the Security Deposit to the full amount originally deposited, and Sublessee's failure to do so shall constitute a default under this Sublease. Sublessor shall not be required to
keep the Security Deposit separate from its general accounts, and shall have no obligation or liability for payment of interest on the Security Deposit. In the event Sublessor assigns its interest in
this Sublease, Sublessor shall deliver to its assignee so much of the Security Deposit as is then held by Sublessor. Within ten (10) days after the Term has expired, or Sublessee has vacated
the Premises, or any final adjustment pursuant to Subsection 6.2 hereof has been made, whichever shall last occur, and provided Sublessee is not then in default of any of its obligations hereunder,
the Security Deposit, or so much thereof as had not theretofore been applied by Sublessor, shall be returned to Sublessee or to the last assignee, if any, of Sublessee's interest hereunder. 


        8.    USE OF PREMISES.    The Premises shall be used and occupied only for Uses permitted in Article 5 of the
Master Lease document and for no other use or purpose. 


        9.    ASSIGNMENT AND SUBLETTING.    Sublessee shall not assign this Sublease or further sublet all or part of the
premises without the prior written consent of Sublessor (and the consent of Lessor, if such is required under the terms of the Master Lease). 



        10.    OTHER PROVISIONS OF SUBLEASE.    All applicable terms and conditions of the Master Lease are incorporated into
and made a part of this Sublease as if Sublessor were the lessor thereunder, Sublessee the lessee thereunder, and the Premises the Master Premises,  except for the following: 



Sublessee
assumes and agrees to perform the lessee's obligations under the Master Lease during the Term to the extent that such obligations are applicable to the Premises, except that the obligation
to pay rent to Lessor under the Master Lease shall be considered performed by Sublessee to the extent and in the amount rent is paid to Sublessor in accordance with Section 6 of this Sublease.
Sublessee shall not commit or suffer any act or omission that will violate any of the provisions of the Master Lease. Sublessor shall exercise due diligence in attempting to cause Lessor to perform
its obligations under the Master Lease for the benefit of Sublessee. If the Master Lease terminates, this Sublease shall terminate and the parties shall be relieved of any further liability or
obligation under this Sublease; provided, however, that if the Master Lease 



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terminates
as a result of a default or breach by Sublessor of Sublessee under this Sublease and/or the Master Lease, then the defaulting party shall be liable to the nondefaulting party for the damage
suffered as a result of such termination. Notwithstanding the foregoing, if the Master Lease gives Sublessor any right to terminate the Master Lease in the event of the partial or total damage,
destruction or condemnation of the Master Premises or the building or project of which the Master Premises are a part, the exercise of such right by Sublessor shall not constitute a default or breach
hereunder. 




        11.    ATTORNEYS' FEES.    If Sublessor, Sublessee or Broker shall commence an action against the other arising out of
or in connection with this Sublease, the prevailing party shall be entitled to recover its costs of suit and reasonable attorney's fees. 



        12.    AGENCY DISCLOSURE.    Sublessor and Sublessee each warrant that they have dealt with no other real estate
broker in connection with this transaction except BT COMMERCIAL REAL ESTATE, who represents both Sublessor and Sublessee. 


        In
the event that BT COMMERCIAL REAL ESTATE represents both Sublessor and Sublessee, Sublessor and Sublessee hereby confirm that they were timely advised of the dual representation and
that they consent to the same and that they do not expect said broker to disclose to either of them the confidential information of the other party. 



        13.    COMMISSION.    Upon execution of this Sublease, and consent thereto by Lessor (if such consent is required
under the terms of the Master Lease), Sublessor shall pay Broker a real estate brokerage commission in accordance with Sublessor's contract with Broker for the subleasing of the Premises, if any, and
otherwise in the amount of Fifteen Thousand Five Hundred and Sixty and 10/100 Dollars ($15,560.10), for services rendered in effecting this Sublease. Broker is hereby made a third party beneficiary of
this Sublease for the purpose of enforcing its right to said commission. 



        14.    NOTICES.    All notices and demands which may or are to be required or permitted to be given by either party on
the other hereunder shall be in writing. All notices and demands by the Sublessor to Sublessee shall be sent by United States Mail, postage prepaid, addressed to the Sublessee at the Premises, and to
the address hereinbelow, or to such other place as Sublessee may from time to time designate in a notice to the Sublessor. All notices and demands by the Sublessee to Sublessor shall be sent by United
States Mail, postage prepaid, addressed to the Sublessor at the address set forth herein, and to such other person or place as the Sublessor may from time to time designate in a notice to the
Sublessee. 


To
Sublessor: 


Mr. Richard
Powers

1651 Page Mill Road

Palo Alto, CA 94304 


To
Sublessee: 


The
Law Offices of Michael J. Gurfinkel

601 Gateway Boulevard

Suite #460

S. San Francisco, CA 


        15.    CONSENT BY LESSOR.    THIS SUBLEASE SHALL BE OF NO FORCE OR EFFECT UNLESS CONSENTED TO BY LESSOR WITHIN 10 DAYS
AFTER EXECUTION HEREOF, IF SUCH CONSENT IS REQUIRED UNDER THE TERMS OF THE MASTER LEASE. 



        16.    COMPLIANCE.    The parties hereto agree to comply with all applicable federal, state and local laws,
regulations, codes, ordinances and administrative orders having jurisdiction over the parties, 


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property
or the subject matter of this Agreement, including, but not limited to, the 1964 Civil Rights Act and all amendments thereto, the Foreign Investment in Real Property Tax Act, the
Comprehensive Environmental Response Compensation and Liability Act and the Americans with Disabilities Act. 


        17.    See Addendum re: furniture.    



	Sublessor: /s/ Richard P. Powers	 	Sublessee: /s/ Michael J. Gurfinkel
	

By:	

Richard P. Powers
	
 	

By:	

Michael J. Gurfinkel

	

Title:	

Vice President and Chief Financial Officer
	
 	

Title:	

Owner

	

Date:	

3/11/02
	
 	

Date:	

3/18/02





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Exhibit 10.5