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Exhibit 10.2
 LEASE AGREEMENT
 Lease th ARE-SAN FRANCISCO NO. 26, LLC Landlord SIRNA
THERAPEUTICS, INC., Tenant
 Building:
    
    The to be constructed building to be known as1700 Owens Street, San
Francisco, CaliforniaPremises:
    
    The entire fourth floor of the Building, containing approximately
33,042 rentable square feet, as determined by Landlord, as shown on Exhibit A-1
(the Fourth Floor Premises), and that certain portion of the fifth floor of
the Building, containing approximately 3,714 rentable square feet, as
determined by Landlord, as shown on Exhibit A-2(the Fifth Floor Premises).Project:
    
    The real property on which the Building in which the Premises will be
located, together with all improvements thereon and appurtenances thereto as
described on Exhibit B.Base Rent:
    
    $3.00 per rentable square foot per month for the Fourth Floor
Premises and $2.50 per rentable square foot per month for the Fifth Floor
Premises, all subject to adjustment as provided for in Section 4 hereof.Rentable Area of
Premises:36,756 sq. ft., subject to adjustment as provided for in the last paragraph of Section 5 hereof.Rentable Area of Project:157,340 sq. ft., subject to adjustment as provided for in the last paragraph of Section 5 hereof.Tenants Share of Operating Expenses:23.36%, subject to adjustment as provided for in the last paragraph of Section 5 hereof.Security Deposit:$889,029.00Rent Adjustment Percentage:Greater of 3% or the CPI Adjustment Percentage (as hereinafter defined) not to exceed 6%Target Commencement Date:November 15, 2006Base Term:
    
    Beginning on the Commencement Date and ending 84
months from the first day of the first full month
following the Commencement Date (as defined in
Section 2 hereof).
 Permitted Use:
    
    Research and development laboratory
(including, without limitation, laboratory uses for
chemistry and biology), related office and other
related uses consistent with the character of the
Project and otherwise in compliance with the
provisions of Section 7 hereof.
 Address for Rent Payment:
    
    Landlords Notice Address:385 E. Colorado Boulevard, Suite 299
    
    385 E. Colorado Boulevard, Suite 299Pasadena, CA 91101
    
    Pasadena, CA 91101Attention: Accounts Receivable
    
    Attention: Corporate SecretaryTenants Notice Address:




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    1700 Owens/Sirna  Page2
 
  [X]
EXHIBIT A PREMISES DESCRIPTION
    
    [X] EXHIBIT B DESCRIPTION OF PROJECT[X] EXHIBIT C WORK LETTER
    
    [X] EXHIBIT D COMMENCEMENT DATE[X]
EXHIBIT E RULES AND REGULATIONS
    
    [X] EXHIBIT F TENANTS PERSONAL PROPERTY[X] EXHIBIT G TENANTS SCOPE OF WORK
    
    [X] EXHIBIT H BASE BUILDING[X] EXHIBIT I PARKING
    
    [X] EXHIBIT J MISSION BAY REQUIREMENTS[X] EXHIBIT K SUCCESSOR PROJECT LABOR AGREEMENT
 Lease of Premises. Common Areas.
 Delivery; Acceptance of Premises; Commencement Date Exhibit H Delivery Deliver . Landlords Work, Tenants Work, Force Majeure
Delays ,  Tenant Delays Substantially Completed
 Commencement Date Exhibit D provided however Term
 Section 7




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   Rent
 Base Rent Section 5
 Additional Lump Sump Base Rent Payments
 Additional Rent. Additional Rent Section
5
 Base Rent Adjustments
  Annual CPI Adjustments. rd Adjustment Date




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 CPI Adjustment Percentage Index
 Operating Expense Payments Annual Estimate th
 Operating Expenses Section 9
   Section 27




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     Section 7




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 Annual Statement
 Expense Information Independent Review
 Premises Rentable Area of Premises Rentable Area of Project Premises Rentable Area of Premises Rentable Area of
Project Tenants Share
of Operating Expenses




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    1700 Owens/Sirna  Page7
 Rent
 Security Deposit Security Deposit Letter of
Credit Section 20
 Reduced
Security Deposit




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  Section 6
 Use ADA Legal Requirements Legal
Requirement Section 9




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 Claims
 Holding Over Section 4 Section 8
 Taxes Taxes Governmental Authority
 Parking Section 19




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 Section 10 Section 10 Section 10
 TMA TSMP Exhibit I
 Utilities, Services.
 Section 11 Utilities
 Alterations and Tenants Property Section 13 Alterations




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    Removable Installations Tenants Property Installations
 Landlords Repairs




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 Building Systems Tenant Parties provided however Section 18
 Tenants Repairs Section 13 Sections
17 18
 Mechanics Liens
 Indemnification




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  Insurance Section 5
 Landlord Parties




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 Related Parties
  Restoration Restoration Period Maximum Restoration Period Section 5 Section 30 Hazardous Materials Clearances provided however
 Section 34




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 Section 18
 Section 18 Section 18
 Condemnation Taking Taken
 Events of Default Default
 Payment Defaults
 Insurance
 Abandonment
 Improper Transfer




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    1700 Owens/Sirna  Page16
 Liens
 Insolvency Events Proceeding for Relief
 Estoppel Certificate or Subordination Agreement. Sections 23 27
 Other Defaults Section 20
 Section 20(h) provided Section 20(h) provided however
 Landlords Remedies
 Payment By Landlord; Interest Default Rate
 Late Payment Rent




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    1700 Owens/Sirna  Page17
 Remedies
  Section
21(c)(i)
      rent Section 21 Sections 21(c)(ii) (A) (B) worth at the time of award Section 21(c)(ii)(C) worth at the time
of award




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  Section 30(d)
 Effect of Exercise
 Assignment and Subletting
 General Prohibition Section 22 Section 22
 Permitted Transfers Assignment Date Assignment Notice




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 Assignment Termination
 Control Permitted Assignment GAAP Corporate Permitted Assignment Permitted Assignments
 Additional Conditions
 provided however




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  No Release of Tenant, Excess Rents Excess Rent
 No Waiver
 Prior Conduct of Proposed Transferee. Section 22
 Estoppel Certificate.




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  Quiet Enjoyment
 Prorations.
 Rules and Regulations Exhibit E
 Subordination provided however Section 24 Mortgage Holder
 Surrender Tenant HazMat Operations Sections 18 19 Surrender Plan




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  Section 28
 Section 30
 Waiver of Jury Trial
 Environmental Requirements
 Prohibition/Compliance/Indemnity




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 Environmental Claims
 Business. Section 30 Hazardous Materials List Haz Mat Documents Section 28




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 Tenant Representation and Warranty
 Testing Section 30 Section 30
 Underground Tanks
 Tenants Obligations Section 30
 Definitions. Environmental Requirements Hazardous Materials




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 operator facility owner
 Tenants Remedies/Limitation of Liability provided
 Landlord
 Inspection and Access provided
 Security




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 Force Majeure Force Majeure
 Brokers, Entire Agreement, Amendment Broker Section
35
 Limitation on Landlords Liability.
 Severability
 Signs; Exterior Appearance




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    1700 Owens/Sirna  Page27
  Intentionally Omitted
 Miscellaneous
 Notices
 Joint and Several Liability Tenant
 Intentionally Omitted
 Recordation
 Interpretation
 Not Binding Until Executed
 Limitations on Interest
 Choice of Law
 Time




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 Incorporation by Reference
 Hazardous Activities
 Mission Bay Requirements Exhibit J




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    1700 Owens/Sirna  Page29
  TENANT:SIRNA THERAPEUTICS, INC.,a Delaware corporationBy:
    

/s/ Howard W. RobinName:
    
    Howard W. RobinTitle:
    
    President and Chief Executive Officer
 LANDLORD:ARE-SAN FRANCISCO NO. 26, LLC,a Delaware limited liability companyBy:
    
    ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership,
managing memberBy:
    
    ARE-QRS CORP., a Maryland corporation,
general partnerBy:
    
    /s/ Jennifer PappasIts:
    
    VP and Assistant Secretary




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1700 Owens/Sirna  Page
 EXHIBIT A-1 TO LEASE
 DESCRIPTION OF FOURTH FLOOR PREMISES




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1700 Owens/Sirna  Page
 EXHIBIT A-2 TO LEASE
 DESCRIPTION OF FIFTH FLOOR PREMISES
 Exhibit A-2 Exhibit G




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1700 Owens/Sirna  Page
 EXHIBIT B TO LEASE
 DESCRIPTION OF PROJECT




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1700 Owens/Sirna  Page
 EXHIBIT C TO LEASE
 WORK LETTER
 Work Letter ARE-SAN FRANCISCO NO. 26, LLC, LLC Landlord SIRNA THERAPEUTICS, INC., Tenant Lease
 General Requirements
 Tenants Authorized Representative Tenants Representative Communication
 Landlords Authorized Representative Landlords Representative
 Architects, Consultants and Contractors TI Architect
 Meetings
 Tenant Improvements
 Tenant Improvements Defined Tenant Improvements
 Tenants Space Plans Exhibit G TI
Space Plan Exhibit A-2 Exhibit G




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1700 Owens/Sirna  Page
  Working Drawings TI Construction Drawings
 Approval and Completion
 Performance of Landlords Work
 Definition of Landlords Work Landlords Work
 Commencement and Permitting TI Permit
 Completion of Landlords Work




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1700 Owens/Sirna  Page
 Substantial Completion Substantially Complete AIA Minor Variations
 Selection of Materials
 Delivery of the Premises Construction Defect
  Commencement Date Delay Tenant Delay




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1700 Owens/Sirna  Page
       Changes
 Tenants Request For Changes Changes Change Request
 Implementation of Changes
 Costs
 Budget For Tenant Improvements Budget




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1700 Owens/Sirna  Page
 Administrative Rent
 TI Allowance TI Allowance TI Allowance
  Costs Includable in TI Fund TI Costs
 Excess TI Costs Excess TI Costs TI Fund
 Tenant Access
 Tenants Access Rights Tenants Work




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1700 Owens/Sirna  Page
  No Interference
 No Acceptance of Premises
 Miscellaneous
 Consents
 Modification




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1700 Owens/Sirna  Page
 IN WITNESS WHEREOF,
 TENANT:SIRNA THERAPEUTICS, INC.,a Delaware corporationBy:
    
    /s/ Howard W. RobinName:
    
    Howard W. RobinTitle:
    
    President and Chief Executive Officer
 LANDLORD:ARE-SAN FRANCISCO NO. 26, LLC,a Delaware limited liability companyBy:
    
    ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership,
managing memberBy:
    
    ARE-QRS CORP., a Maryland corporation,
general partnerBy:
    
    /s/ Jennifer PappasIts:
    
    VP and Assistant Secretary




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1700 Owens/Sirna  Page
 EXHIBIT D TO LEASE
 ACKNOWLEDGMENT OF COMMENCEMENT DATE
 ACKNOWLEDGMENT OF COMMENCEMENT DATE   ARE-SAN FRANCISCO NO. 26, LLC Landlord SIRNA
THERAPEUTICS, INC., Tenant Lease
 
  TENANT:SIRNA THERAPEUTICS, INC.,a Delaware corporationBy:Name:Title:
 LANDLORD:ARE-SAN FRANCISCO NO. 26, LLC,a Delaware limited liability companyBy:
    
    ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership,
managing memberBy:
    
    ARE-QRS CORP., a Maryland corporation,
general partnerBy:Its:




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1700 Owens/Sirna  Page
 EXHIBIT E TO LEASE
 RULES AND REGULATIONS




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1700 Owens/Sirna  Page




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1700 Owens/Sirna  Page
 EXHIBIT F TO LEASE
 TENANTS PERSONAL PROPERTY




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1700 Owens/Sirna  Page
 EXHIBIT G TO LEASE
 TENANTS SCOPE OF WORK
 Provided by Alexandria
  
    
    Ceiling Heights: 10 in labs and open office areas, 10 stepping up to 12 at mullion
for offices and conference rooms along window line.
    
    Doors: maple 8 or 9 (except hollow metal for vivarium, tissue culture, and glass wash
areas).
    
    Flooring: VCT flooring in lab and lab support areas, except epoxy flooring in vivarium
and glass wash, and sheet vinyl flooring in tissue culture, and chemical storage room.
    
    Metal lab casework with wood door and drawer fronts.
    
    Convenience power throughout, wire mold to lab benches.
    
    Emergency power for 50% of exhaust fans, and to typical freezers and refrigerators.
    
    Ceilings: Vinyl faced ceiling tile in all lab areas, except hard lid ceilings in
vivarium, tissue culture, and glass wash areas. Standard drop ceilings in all other areas.
    
    ARE Standard light fixtures throughout (parabolic).
    
    ARE Standard 2 side lights on private offices.
    
    Ring and string (R&S) provided throughout for subsequent tenant-provided telephone and
data cabling and installation.
    
    Base building security system on the ground floor and to the exterior building. After
hour key card access only to Sirnas floor from elevator cab.
   Biology Lab & Lab Support Areas
 
    
    Bio Lab (20): 4 peninsulas with reagent racks (2 of the peninsulas each have 1 sink),
fume hoods in biology labs are: 6 (this lab contains 1 fume hood), flammable/solvent base
cabinets, adjacent to fume hood is casework, some epower to equipment walls. 1 emergency
shower/eyewash combo.
    
    Bio Lab (12): 2, 6 fume hoods, 2 wall benches (1 with a sink, 2 peninsulas with
reagent racks, some epower on equipment wall, 1 emergency shower/eyewash combo.
    
    Cold Room: Cold box.
 Tissue Culture
 
    
    In each room: HEPA filtered, 1 sink with base cabinet, casework, some epower.
 Vivarium
 
    
    HEPA filters throughout.
    
    Metal casework (no wood drawer fronts).
    
    Ceilings: Vinyl faced ceiling tiles in the hallways and clean/dirty cage areas.
    
    Hot water heater for cage washer.
    
    Holding rooms with some epower and ventilation drops.
    
    Clean side of Cage Wash room: floor sink, floor drain, and single water drop to bottle feeder.




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1700 Owens/Sirna  Page
 
    
    Dirty side of Cage Wash room: scullery sink,floor sink, floor drain, emergency
shower/eyewash combo in Hallway.
    
    Framed openings for cage washer and autoclave.
    
    2 Procedure rooms with 1 sink each and casework.
    
    1 Procedure room with 1 sink, casework, 4 foot fume hood.
    
    1 unisex bathroom with 1 toilet, 1 sink, and 1 shower.
 Glass Wash/Media Prep
 
    
    Floor sink on dirty side, scullery sink with case work, glassware cabinets.
    
    Framed openings for glass washer, autoclave, dryer.
 NMR
 
    
    Some epower, 220V/20A service, (otherwise no special construction).
 Microscope Room
 
    
    Some epower.
 Mechanical Room
 
    
    200V/9A and epower.
 Equipment Hallway
 
    
    Some epower and 208 outlets on both walls.
 Synthesis Purification
 
    
    Some epower, rough-in of sink plumbing.
 Chemistry Lab  Large
 
    
    Emergency shower/eyewash combo at each exit door (2 total),
    
    At each of 10, 8 fume hoods: cup sink and argon gas only.
    
    3 peninsulas of casework, reagent racks, each having 1 sink.
    
    Some epower to tenant provided equipment along walls.
    
    Argon distribution system.
    
    Nine additional argon gas drops to future fume hood locations. These nine argon gas
drops may be split between the large and small chemistry room at Tenants election
 Chemistry
Lab  Small
 
    
    Viewing window between 9 Carrel Office and Small Chemistry Lab (no racks on casework
against common wall with 9 Carrel Office).
    
    Emergency shower/eyewash combo.
    
    1 peninsula of casework with 1 sink.
    
    1 wall bench with 1 sink.
    
    Argon distribution system stubbed into room.
 Office/Lobby
 
    
    Lobby: stone tiles.
    
    Conference/Library, Seminar, and Board Room: carpet, power and ring & string data to
center of room. Full height walls and insulation in Conf./Library, Board Room, and seminar
room.
    
    Walls between Seminar Room and the lobby to be 4 pieces of floor to ceiling glass on
Seminar Room and 3 pieces of floor to ceiling glass on Conference/Library.
    
    Open Office Left, Right, & Right Corner: Carpet. Power.
    
    Private Offices (unless specified otherwise): Power and R&S for data.
    
    Copy/Mail: VCT, power, R&S for data.




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1700 Owens/Sirna  Page
 
    
    CEOs Conf Rooms (in the CEO suite area): Power & R&S for data, full height walls and
insulation.
    
    CEOs Office: 3 pieces of floor to ceiling glass, power & R&S for data, full height
walls and insulation.
    
    Private offices proximate to CEOs office (6 total): Full height walls and insulation.
    
    Carrels (9): Power in the walls and ceiling.
    
    Carrels (15): Power in the walls and ceiling.
    
    Break room: Sink, counter space, cabinets, VCT, power.
    
    File Server room with house air VAV box, epower, VCT.
 Provided by Tenant
  
    
    All furniture (conference room tables and chairs, carrels tables, cubicles, reception
desk and curved divider in lobby).
    
    Equipment such as glass wash, autoclave, cage washer, vivarium autoclave, (steam
generator for both autoclaves), dryer, dishwasher, bio-safety hoods, future fume hoods, and
walk-in fume hood.
    
    Trim pieces for equipment such as cage wash, glass wash, and autoclave.
    
    Watering system for animals.
    
    Process piping and equipment for services such as vacuum, CDA, CO2, nitrogen, and D/I
water, etc.
    
    Data and phone cabling, file server, file server racks, phone switch.
    
    Security system or card readers for access to suite, and any interior doors to labs and offices.




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1700 Owens/Sirna  Page
 EXHIBIT H TO LEASE
 BASE BUILDING




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1700 Owens/Sirna  Page
 EXHIBIT I TO LEASE
 PARKING




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1700 Owens/Sirna  Page
 EXHIBIT J TO LEASE
 MISSION BAY REQUIREMENTS
 NOTICES AND RESTRICTIONS  APPLICABLE TO MISSION BAY REDEVELOPMENT AREA
 Environmental Covenant Environmental Covenant The foregoing statement is required by
the Environmental Covenant and is not a declaration that a hazard exists RMP
 Special Tax Acknowledgment CFDs CFD Assessments CFDs Maintenance CFD Infrastructure CFD Public School CFD CFD
Assessments
 Project Labor Agreement CDC Council Original Project Labor Agreement Addendum Project Labor Agreement




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1700 Owens/Sirna  Page
 Covered
Property Covered Successor Successor Project Labor Agreement Exhibit K
 First Source Hiring Program
 Non-Discrimination
 Tax Exempt Entities Tax Exempt Entity




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1700 Owens/Sirna  Page
 ab initio




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1700 Owens/Sirna  Page
 EXHIBIT K TO LEASE
 SUCCESSOR PROJECT LABOR AGREEMENT