Exhibit 10.2



 





Exhibit 10.2




LEASE




     THIS LEASE (this “Lease”) is entered into and effective as of December 4, 2007 (the
“Commencement Date”), by and between DMH Campus Investors, LLC, a Delaware limited
liability company (“Landlord”), and Neurocrine Biosciences, Inc., a Delaware corporation
(“Tenant”).



RECITALS




     A. Landlord owns that certain real property (the “Land”) located in the City of San Diego,
County of San Diego, State of California, commonly known as 12780 and 12790 El Camino Real, as
legally described on Exhibit A attached hereto, together with all existing and hereafter
constructed improvements thereto, including, but not limited to, two buildings totaling
approximately 220,804 rentable square feet (the interior of such buildings collectively referred to
as the “Premises”), of which about 8,522 square feet is cafeteria and related space (the
“Cafeteria”), all as generally depicted in the floor plans attached hereto as Exhibit B,
and the right to use all easements and appurtenances owned by Landlord benefiting the Land
(collectively, the “Appurtenant Rights”). The Land, the Premises and the Appurtenant Rights are
collectively referred to herein as the “Property.” The Property is adjacent to a vacant parcel of
land (known as Parcel 1 of the same map referenced in Exhibit A) owned by Landlord, which does not
contain any buildings, but which may be the subject of future development (the “Adjacent Parcel”).
Although Tenant is the sole tenant of the Premises, the term “Common Area” is used in this Lease to
mean all aspects of the Property other than the Premises, such as the exterior of the Premises,
loading docks, ramps, drives, platforms, and the pipes, conduits, wires and appurtenant equipment
serving the Premises but located outside of the Premises, the outdoor amphitheatre (the
“Amphitheatre”), water features, trash areas, parking areas, retention basin, roadways, sidewalks,
walkways, parkways, driveways and landscaped areas and similar areas and facilities appurtenant to
the Premises and located on the Property. The nature of the Common Area may be altered in
accordance with the Multi-Tenant Provisions (described below).



     B. Landlord desires to lease to Tenant, and Tenant desires to lease from Landlord, the
Premises on the terms and conditions set forth below.



ARTICLE 1




PREMISES




     1.1 Lease. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord
the Premises for the “Term” (as defined in Article 2) and upon the terms, covenants and
conditions set forth in this Lease. In addition, in accordance with the terms of this Lease,
Tenant (and through Tenant, its employees, agents, guests, invitees, customers, service-providers,
and licensees [collectively, “Tenant’s Invitees"]) is granted the right to use the Common Area in
connection with its lease of the Premises throughout the Term of this Lease and any Appurtenant
Rights reasonably necessary for Tenant’s permitted use hereunder. If any building is constructed
on the Adjacent Parcel, then on the date that a tenant begins occupancy of any portion of such
building, this Lease will be amended to incorporate the provisions of the attached Exhibit
C (the “Multi-Tenant Provisions”).



     1.2 Confirmation of Square Footage. For purposes of this Lease, “rentable square
feet” shall mean “rentable area” calculated pursuant to the Standard Method for Measuring Floor
Area in Office Buildings, ANSI/BOMA Z65.1 – 1996, as amended and superseded from time to time
(“BOMA”). Promptly after the full execution and delivery of this Lease, the square footage of the
Premises shall be
remeasured by a space measurement consultant selected by Landlord and reasonably approved by
Tenant,



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and such verification shall be made in accordance with the provisions of this Section 1.2.
In the event that the space measurement consultant determines that the square footage of the
Premises differs from the amounts set forth in Recital A above, Landlord shall modify all amounts
and figures appearing or referred to in this Lease to conform to such corrected rentable square
footage (provided that the total amount of the “Monthly Rental,” as that term is defined in
Article 4 of this Lease shall not increase due to such remeasurement). If such modification is
made, it will be confirmed in writing by Landlord to Tenant.




ARTICLE 2




TERM AND EXTENSION OPTIONS




     2.1 Term. The term of this Lease (the “Term”) begins on the Commencement Date and
ends on the last day of the month in which the twelfth (12th) anniversary of the
Commencement Date falls, or the earlier termination of this Lease in accordance with the provisions
of this Lease (the “Expiration Date”). The Term and Expiration Date may be extended in accordance
with Section 2.2 below.



     2.2 Extension Of Term.



          (a) Subject to Section 2.2(e) below, Tenant shall have the right to extend the Term for all of
the Premises (“Renewal Option(s)”)) for two (2) consecutive ten (10)-year periods (each a “Renewal
Term”). The Renewal Options granted herein may be exercised by the original Tenant and any
Permitted Assignee who occupies more than half of the Premises. The Expiration Date and the date
that the first Renewal Term expires shall be referred to herein as a “Renewal Date.” Any such
extension of the Term shall be subject to and on all of the same terms and conditions of this
Lease, as the same may be amended, supplemented or modified from time to time, except that Monthly
Rental (as defined below) shall be as determined by this Section 2.2 below, and Monthly Rental will
automatically increase by 3.0% on each anniversary of the Renewal Date throughout the Renewal Term.
To exercise a Renewal Option, at least twelve (12) months prior to the applicable Renewal Date,
Tenant shall provide Landlord with written notice stating that Tenant is exercising its extension
option (“Extension Notice”). Within thirty (30) days after Landlord’s receipt of the Extension
Notice, Landlord shall determine the Fair Market Rental Rate (as defined below) by using its good
faith judgment and deliver written notice thereof (“Option Rent Notice”) to Tenant. Tenant shall
have thirty (30) days (“Tenant’s Review Period”) after receipt of the Option Rent Notice to accept
in writing Landlord’s determination of the Fair Market Rental Rate. In the event Tenant objects
to, or fails to accept, Landlord’s determination of the Fair Market Rental Rate within the Tenant’s
Review Period, Landlord and Tenant shall attempt to agree upon such Fair Market Rental Rate, using
their best good faith efforts. If Landlord and Tenant fail to reach agreement on the Fair Market
Rental Rate within thirty (30) days after the expiration of Tenant’s Review Period (“Outside
Agreement Date”), then each party shall place in a separate sealed envelope their final proposal as
to Fair Market Rental Rate and such determination shall be submitted to arbitration in accordance
with the procedure set forth below.




          (b) If Landlord fails to timely generate and deliver the initial Option Rent Notice which
triggers the negotiations procedure of Section 2.2(a) above, then Tenant may commence such
negotiations by providing written notice of Tenant’s suggested Fair Market Rental Rate, in which
event Landlord shall have thirty (30) days (“Landlord’s Review Period”) after receipt of Tenant’s
notice of its proposed rental rate within which to accept such proposed rental. In the event
Landlord fails to accept in writing the rental proposed by Tenant, then such proposal shall be
deemed rejected, and Landlord and Tenant shall attempt in good faith to agree upon such Fair Market
Rental Rate, using their best good faith efforts. If the parties fail to reach agreement within
thirty (30) days following Landlord’s Review Period




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(which shall be, in such event, the “Outside Agreement Date” in lieu of the above definition
of such date), then each party shall place in a separate sealed envelope their final proposal as to
Fair Market Rental Rate and such determination shall be submitted to a Qualified Appraiser as set
forth below.




          (c) For purposes of this Lease, the term “Fair Market Rental Rate” shall mean the annual
amount per square foot that tenants are paying in then-current transactions between landlords and
non-affiliated parties from new or renewal, non-expansion (unless the expansion is pursuant to a
comparable definition of Fair Market Rental Rate), non-equity tenants of comparable
credit-worthiness, for comparable space, for a comparable use for a comparable period of time
(“Comparable Transactions”). In determining Comparable Transactions with respect to the Building
at 12790 El Camino Real, the applicable market is to be the Del Mar Heights office submarket in San
Diego, California, and with respect to the Building at 12780 El Camino Real, the applicable market
is to be the Torrey Pines, UTC, and Sorrento Mesa laboratory submarkets within San Diego,
California. In any determination of Comparable Transactions, appropriate consideration shall be
given to the annual rental rates per rentable square foot, the standard of measurement by which the
rentable square footage is measured, the ratio of rentable square feet to the usable square feet,
the type of escalation clause (e.g., whether increases in additional rent are determined on a net
or gross basis), parking rights and obligations, signage rights, abatement provisions reflecting
free rent and/or no rent during the period of construction or subsequent to the commencement date
as to the space in question, brokerage commissions, if any, which would be payable by Landlord in
similar transactions, length of lease term, size and location of premises being leased, building
standard work letter and/or tenant improvement allowances, if any, the condition of the base
building and the landlord’s responsibility with respect thereto, the value, if any, of the existing
tenant improvements and other generally applicable conditions of tenancy for such Comparable
Transactions. The parties acknowledge and agree that the intent of this paragraph is to ensure
that Tenant will obtain the same rent and other economic benefits that Landlord would otherwise
give in Comparable Transactions and that Landlord will make and receive the same economic payments
and concessions that Landlord would otherwise make and receive in Comparable Transactions with
another tenant for the Premises as if Tenant hereunder elected not to exercise its Renewal
Option(s).




          (d) Landlord and Tenant will attempt to agree on a single MAI appraiser or commercial real
estate broker with at least five (5) years’ experience in appraising properties in San Diego
County, California, that are similar to the Premises (a “Qualified Appraiser”). Neither Landlord
nor Tenant shall consult with such Qualified Appraiser as to its opinion of the Fair Market Rental
Rate prior to the appointment. If the parties agree on a single Qualified Appraiser, then each
party shall submit to such Qualified Appraiser its separate sealed envelope containing its opinion
of the Fair Market Rental Rate of the Premises as of the Outside Agreement Date. The sole
responsibility of the Qualified Appraiser will be to determine which of the rental amounts
submitted by Landlord and Tenant most accurately reflects the Fair Market Rental Rate of the
Premises as of the Outside Agreement Date. The Qualified Appraiser shall select either Landlord’s
or Tenant’s rental amount. The Qualified Appraiser has no right to propose a middle ground or any
modification of either of the determinations made by either party. The Qualified Appraiser’s
choice will be submitted to the parties within fifteen (15) days after his or her selection. If
the parties are unable to agree on a single Qualified Appraiser within fifteen (15) days following
the Outside Agreement Date, each party will appoint a Qualified Appraiser. Such Qualified
Appraisers will then agree upon and designate a third Qualified Appraiser, who shall make the
determination described above. Such third Qualified Appraiser may hold such hearings and require
such briefs as the Qualified Appraiser, in his or her sole discretion, determines is necessary. In
addition, Landlord or Tenant may submit to the Qualified Appraiser, with a copy to the other party,
within five (5) days after the appointment of the Qualified Appraiser any market data and
additional information that such party deems relevant to the determination of the Fair Market
Rental Rate (“FMRR Data”) and the




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other party may submit a reply in
writing within five (5) days after receipt of such FMRR Data. Each party will pay one-half
(1/2) of the fees and expenses of the determining Qualified Appraiser. Each party will pay the
fees and expenses of the Qualified Appraiser selected by it, if applicable. Both parties shall use
their good faith and diligent efforts to ensure that the foregoing procedure to determine the Fair
Market Rental Rate shall be completed on or before six (6) months prior to the scheduled
commencement of the applicable Renewal Term. The Fair Market Rental Rate determination shall be
binding upon Landlord and Tenant.




          (e) The Renewal Options automatically terminate and become void if (a) Tenant fails to give
Landlord an Extension Notice at least 12 months before the then-current Expiration Date, (b) three
times in any 18-month period tenant commits a monetary default for which Landlord gives a notice
regarding such default (regardless of whether or not the default is subsequently cured), or (c)
Tenant assigns or subleases more than 50% of the rentable square feet of the Premises other than to
a Permitted Assignee.




ARTICLE 3




POSSESSION




     3.1 Condition. Tenant hereby acknowledges that it developed the Property and has
occupied the Premises since its completion and is currently in possession of the Premises, and is
familiar with the condition thereof and accepts the Property in its “as-is” condition with all
faults, and Landlord makes no representation or warranty of any kind with respect to the Property,
and Landlord shall have no obligation to improve, alter or repair any aspect of the Property,
except as specifically set forth herein. Tenant waives all warranties, whether express or implied
(including any warranties of merchantability or fitness for a particular purpose), with respect to
the Premises and the Property.



ARTICLE 4




RENTAL




     4.1 Monthly Rental. Tenant shall pay to Landlord the initial monthly amount of Six
Hundred Thirty-Two Thousand Six Hundred Fifteen and 75/100 Dollars ($632,615.75) (“Monthly
Rental”), subject to adjustment pursuant to Section 19.2 below. Monthly Rental shall be paid in
advance, on or before the first (1st) day of each month, without deduction, setoff, prior notice,
or prior demand, commencing on the Commencement Date (subject to any abatements expressly provided
for in this Lease). Should the Commencement Date be a day other than the first (1st) day of a
calendar month, then the monthly installment of Monthly Rental for the first partial month shall be
equal to one-thirtieth (1/30th) of the monthly installment of Monthly Rental for each day from the
Commencement Date to the end of the partial month.



     4.2 Adjustment To Monthly Rental. The Monthly Rental payable under
Section 4.1 shall be increased annually commencing on the first anniversary of the
Commencement Date, and on each anniversary of such date thereafter (each an “Adjustment Date”).
Upon the Adjustment Date the Monthly Rental amount shall be increased by three percent (3%) of the
Monthly Rental payable by Tenant immediately prior to the applicable Adjustment Date.



     4.3 Additional Rental. In addition to Monthly Rental, Tenant shall pay to Landlord,
as “Additional Rental,” all sums required to be paid by Tenant to Landlord pursuant to this Lease
including, but not limited to, Operating Expenses (as defined below), interest and late charges.
All payment
obligations of Tenant under this Lease are deemed rent and Landlord shall have the same rights



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and remedies for the nonpayment of such rent, including Additional Rental, as it has with respect
to the nonpayment of Monthly Rental. Except to the extent otherwise provided in this Lease, Tenant
is solely responsible for all costs for the care, maintenance, taxes, insurance, utilities, repair
and operating expenses of the Premises.




          (a) Tenant shall pay monthly installments of Operating Expenses on the first day of each
month, in amounts specified in good faith by Landlord from time to time, which, by the end of each
calendar year (or by the Expiration Date, if earlier), will total Landlord’s reasonable estimate of
Operating Expenses to be incurred for such year. For partial years, the Operating Expenses will be
calculated on a full-year basis and then prorated. If at any time Landlord incurs an unanticipated
Operating Expense (or any other expense to be borne by Tenant under this Lease), Landlord may
invoice Tenant for reimbursement of such expense any time after the expense is incurred, in which
case Tenant shall pay the amount so invoiced within 30 days after Landlord delivers the invoice.
As soon as is reasonably practicable after the end of each calendar year during which Tenant paid
Operating Expenses based on Landlord’s estimates as provided above, Landlord will furnish Tenant a
reasonably detailed statement of Operating Expenses for such calendar year (the “Statement”). Any
amounts owing for that year shall, within thirty (30) days, be paid by Tenant to Landlord. Any
amounts overpaid shall, at Landlord’s option, be credited against the next installment(s) of
estimated Operating Expenses and Monthly Rent due from Tenant, or be refunded to Tenant within
thirty (30) days after the date of the Statement. The parties’ obligations with respect to payment
or refund of any deficiency or overpayment shall survive termination or expiration of this Lease;
provided that no Operating Expense payments shall be due from Tenant which are not billed to Tenant
within one (1) year after the Expiration Date of this Lease, and provided further that Tenant’s
failure to dispute the amount of any Operating Expense or reconciliation statement within 180 days
after Tenant’s receipt of a reconciliation statement for the applicable calendar year, shall be
deemed Tenant’s waiver to ever make a claim based on Operating Expenses for the applicable year.




          (b) As used in this Lease, the term “Operating Expenses” means any and all costs, expenses and
disbursements of every kind and character that Landlord in good faith incurs, pays or becomes
obligated to pay in connection with its ownership interest in the Property, or the operation,
maintenance, management, repair, replacement, and security thereof; plus, with respect to such
costs, expenses, and disbursements for the Property which do not exclusively pertain to the
Property, the portion of such expenses which Landlord reasonably and equitably allocates to the
Property. If before the Multi-Tenant Provisions become effective, there are any costs incurred in
a single bill or contract (e.g., landscaping services) which benefit both the Property and the
Adjacent Parcel, Landlord may allocate the costs of such items on an equitable basis to the
Property and the Adjacent Parcel, and include that portion of the bill which is reasonably and
equitably allocated to the Property in Operating Expenses. Operating Expenses include, without
limitation, any and all assessments Landlord must pay pursuant to any covenants, conditions or
restrictions, reciprocal easement agreements, tenancy-in-common agreements or similar restrictions
and agreements affecting the Premises, Taxes (as defined below), assessments and other similar
governmental charges; water and sewer charges; the cost and expense of insurance, including loss of
rents coverage and all other coverage procured by Landlord, and any applicable deductibles
(provided the same are commercially reasonable and to the extent in excess of $25,000, such
deductibles shall be treated as a Capital Expense (as defined below)); utilities (other than those
paid directly by Tenant to the utility provider); security; labor and personnel costs (including
applicable overhead); parking lot maintenance and repair; a management fee to Landlord or its agent
in the amount of 3.5% of the Monthly Rental (the “Management Fee”); heating, ventilating and air
conditioning repairs, replacements (which will be treated as Capital Items), and maintenance; waste
disposal; elevator maintenance; repair, replacement (which replacements may, in certain
circumstances described below, be treated as Capital Items), and
maintenance of the plumbing, heating, ventilating, air conditioning, electrical, life safety
and building management systems furnished by Landlord (the “Building Systems”);




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costs associated
with the upkeep and operation of all parking and Common Areas; costs and expenses of gardening and
landscaping; maintenance of signs (other than costs incurred by Tenant to maintain Tenant’s signs);
and personal property taxes levied on or attributable to personal property used in connection with
the Property. As to Capital Expenses (as defined below), such expenses shall only be included in
Operating Expenses if such Capital Items (as defined below) (i) are incurred in order for the
Property to comply with Applicable Laws, (ii) can reasonably be anticipated to reduce Operating
Expenses that would otherwise be incurred, or (iii) are determined by Landlord to be reasonably
necessary to keep the Property in a first class condition based upon wear and tear of such items,
but all such Capital Expenses shall be amortized over the reasonable useful life of such
improvement, replacement, repair or equipment as reasonably determined by Landlord (including an
interest factor of the then-applicable Prime Rate). All Operating Expenses for Capital Items are
"Capital Expenses.” For purposes of this Lease, the term “Capital Items” means those items that
individually cost more than $50,000.00 that are considered capital repairs, replacements,
improvements or equipment under generally accepted accounting principles consistently applied, and
any insurance deductible to the extent exceeding $25,000.00.




          (c) Notwithstanding the above, Operating Expenses shall not include the following:




                    (i) Interest, principal, depreciation, and other lender costs and
closing costs on any
mortgage or mortgages, ground lease payments, or other debt instrument encumbering the Premises;



                    (ii) Any bad debt loss, rent loss, or reserves for bad debt or
rent loss;



                    (iii) Landlord’s costs of defending or prosecuting any
lawsuit with any mortgagee, lender,
ground lessor, broker, tenant, occupant, or prospective tenant or occupant;



                    (iv) Landlord’s costs of selling or syndicating any of
Landlord’s interest in the Premises;
and disputes between Landlord and Landlord’s property manager;



                    (v) Landlord’s general corporate or partnership overhead and
general administrative expenses,
and legal and accounting costs to the extent the same are not related to the management of the
Project;



                    (vi) Salaries of management personnel above the level of property
manager who are not directly
related to the Premises or primarily engaged in the operation, maintenance, and repair of the
Premises, except to the extent that those costs and expenses are included in the management fees;



                    (vii) Advertising, promotional expenditures and leasing expenses
primarily directed toward
obtaining tenants to lease space in the Property;



                    (viii) Leasing commissions, space-planning costs, attorney fees
and costs, disbursements, and
other expenses incurred in connection with leasing, other negotiations, or disputes with tenants,
occupants, prospective tenants, or other prospective occupants of the Premises, or associated with
the enforcement of any leases;



                    (ix) Charitable or political contributions;



                    (x) Costs for which Landlord is reimbursed by a third party
(other than through Operating
Expense reimbursements);



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                    (xi) Fees paid to any affiliate or party related to Landlord to
the extent such fees exceed
the charges for comparable services rendered by unaffiliated third parties of comparable skill,
stature and reputation in the same market (excluding the Management Fee);



                    (xii) Any costs incurred in connection with the redevelopment or
any future expansion of the
Property or the Adjacent Parcel, including construction costs, permitting, design, or any other
cost or fee in connection with such future development process;



                    (xiii) Any cost relating to the presence of any Hazardous
Materials on the Property or
Adjacent Parcel in violation of Applicable Law to the extent such cost is the sole responsibility
of Landlord or Tenant under Section 20.19 below or any costs associated with the migration of
Hazardous Materials onto the Project or Property;



                    (xiv) any reserves for Capital Items; or



                    (xv) The cost of any item which Tenant pays directly (e.g., if
the Multi-Tenant Provisions
apply and Tenant pays directly all HVAC maintenance for its Premises it will not be responsible for
its Pro Rata Share of HVAC maintenance for any other portion of the Project).



     4.4 Audit Right. Upon Tenant’s written request given not more than 120 days after
Tenant’s receipt of a Statement for a particular calendar year, Landlord shall furnish Tenant with
such reasonable supporting documentation in connection with said Operating Expenses as Tenant may
reasonably request. Landlord shall provide said information to Tenant within thirty (30) days
after Tenant’s written request therefor. Within one hundred eighty (180) days after receipt of a
Statement by Tenant (the “Review Period”), if Tenant disputes the amount of Operating Expenses set
forth in the Statement, an independent certified public accountant (which accountant (A) is a
member of a regionally recognized accounting firm, and (B) is not working on a contingency fee
basis), designated and paid for by Tenant, may, after reasonable notice to Landlord and at
reasonable times, inspect Landlord’s records with respect to the Statement at Landlord’s offices,
provided that Tenant has paid all amounts required to be paid under the applicable Statement. If
after such inspection, Tenant still disputes such Additional Rent, a determination as to the proper
amount shall be made, at Tenant’s cost, by an independent certified public accountant (the
"Accountant”) selected by Landlord and subject to Tenant’s reasonable approval; provided that if
such determination by the Accountant proves that Operating Expenses were overstated by more than
five percent (5%), then the cost of the Accountant and the cost of such determination shall be paid
for by Landlord.



     4.5 Payment of Rent. All rent shall be paid in lawful money of the United States,
without any abatement, reduction or offset for any reason whatsoever, on the first day of each
month. Tenant shall pay Monthly Rental and Additional Rental to Landlord c/o Veralliance
Properties, Inc., 8910 University Center Lane, Suite 630, San Diego, California 92122, or to such
other address as Landlord may from time to time designate in writing to Tenant; provided that
Tenant shall also be permitted to pay rent by bank wire or electronic funds transfer (“EFT”), in
which case Landlord will, at Tenant’s request, provide Tenant with wiring instructions or other
reasonably necessary information to accomplish such EFT.



     4.6 Late Payments. If Tenant fails to pay any Monthly Rental or estimated Operating
Expenses within five business days of the first day of the calendar month, or Tenant fails to pay
or reimburse Landlord any other amount to be paid under this Lease within 30 days after invoicing
(or the period set forth in this Lease if different), Tenant shall pay a late fee equal to three
percent (3.0%) of such unpaid amount. In addition, such unpaid amounts shall bear interest at the
rate equal to the sum of five
percent (5.0%) plus the Prime Rate per annum (the “Interest Rate”) from the due date if
payment is not



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made by the 5th business day of each month, as to Monthly Rental or
estimated Operating Expenses, or within 30 days after invoicing from Landlord, as to all other
payment obligations of Tenant under this Lease. As used herein, “Prime Rate” shall mean the base
rate on corporate loans at large U.S. money center commercial banks as published from time to time
by The Wall Street Journal, adjusted monthly to such published rate. In addition, Tenant
acknowledges that the late payment of any installment of Monthly Rental or Additional Rental will
cause Landlord to incur certain costs and expenses, the exact amount of which are extremely
difficult or impractical to fix. These costs and expenses may include, but are not limited to,
administrative and collection costs and processing and accounting expenses. Landlord and Tenant
agree that the late charges described herein represent a reasonable estimate of the costs and
expenses Landlord will incur and is fair compensation to Landlord for its loss suffered by reason
of late payment by Tenant. If a late charge is payable under this Lease, whether or not collected,
at least three times during any 18-month period, then Tenant’s monthly payments automatically will
become due and payable quarterly in advance, rather than monthly. (All monies paid to Landlord
under the preceding sentence may be commingled with other monies of Landlord and will not bear
interest; if Tenant breaches any provision of this Lease, then any balance remaining from such
funds may, at Landlord’s election, be applied to the payment of any monetary default of Tenant.)




     4.7 Security Deposit/Letter of Credit. The parties agree that on or before the
Commencement Date, and subject to adjustment as set forth below, Tenant shall deliver to Landlord a
security deposit in the amount of nine times the initial Monthly Rental (the “Security Deposit”);
i.e., $5,693,541.75. In lieu of depositing a cash Security Deposit with Landlord, Tenant may
provide Landlord with an irrevocable and transferable standby letter of credit in accordance with
the rules of ISP98 (or such other commonly accepted rules governing standbys reasonably acceptable
to Landlord) in a form and issued by a financial institution reasonably acceptable to Landlord
(“Letter of Credit”), which Letter of Credit must automatically extend for minimum one-year periods
unless, at least 60 days prior to expiration, Landlord receives written notice from the issuer of
the Letter of Credit that the Letter of Credit will not be extended for at least a one-year period
(a “Non-Renewal Notice”). Landlord may draw the Letter of Credit in part or in full in the event
of any uncured default by Tenant or to pay for any Tenant obligations under this Lease or in the
event Landlord receives a Non-Renewal Notice. To the extent Landlord draws more funds on the
Letter of Credit than can be applied to obligations then due or payable to Landlord, the excess
will be held by Landlord as a cash Security Deposit subject to the terms and conditions of this
Section 4.7. Within 10 business days after Landlord’s request, and at Landlord’s sole cost, Tenant
shall cause the Letter of Credit to be re-issued or transferred to any buyer or lender of Landlord
or to be replaced if it is lost, mutilated, stolen, or destroyed (provided that in the case of a
loss, mutilation, theft, or destruction, Landlord may be required as a condition of such
replacement to sign the standard “lost instrument affidavit and indemnity” or similar agreement on
the issuing bank’s standard form as a condition to replacement). Tenant shall ensure that, on each
third Adjustment Date throughout the Term (as it may be extended), the sum of the unexpended
portion of the Security Deposit plus the balance of the Letter of Credit equals nine times the then
applicable Monthly Rental.



     (a) Application of Security Deposit/Letter of Credit. Tenant hereby grants to
Landlord a security interest in the Security Deposit, including, but not limited to, replenishments
thereof. Landlord may apply such portion or portions of the Security Deposit as are reasonably
necessary for the following purposes: (a) to remedy any default by Tenant, including Tenant’s
failure to pay Monthly Rental or Additional Rental or a late charge or interest on defaulted rent,
or any other monetary payment obligation of Tenant under this Lease; (b) to repair damage to the
Premises caused or permitted to occur by Tenant or Tenant’s Invitee after all applicable notice and
cure periods have elapsed; (c) to clean, restore and repair the Premises following surrender to
Landlord if not surrendered in the condition required
pursuant to the provisions of this Lease, and (d) to remedy any other default of Tenant to the
extent permitted by law including, without limitation, paying in full on Tenant’s behalf any sums
claimed



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by materialmen or contractors of Tenant to be owing to them by Tenant for work done or
improvements made at Tenant’s request to the Premises, after the expiration of any applicable
notice and cure periods. Tenant hereby waives all rights and restrictions contained in
Section 1950.7(c) of the California Civil Code and/or any successor statute. In the event the
Security Deposit or Letter of Credit or any portion thereof is so used, Tenant shall pay to
Landlord, promptly upon receipt of written demand therefor, an amount in cash sufficient to fully
restore the cash Security Deposit or within ten (10) business days after demand shall increase the
face value of the Letter of Credit, as the case may be. If such Security Deposit shall be posted
in cash, it shall be held by Landlord in a separate interest-bearing account, and the interest
earned thereon shall be paid annually to Tenant. If Landlord transfers the Premises during the
Term, Landlord shall transfer the Security Deposit to any subsequent owner, in which event the
transferring landlord shall be released from all liability for the return of the Security Deposit.
Tenant specifically grants to Landlord (and Tenant hereby waives the provisions of California Civil
Code Section 1950.7 to the contrary) a period of thirty (30) days following a surrender of the
Premises by Tenant to Landlord within which to inspect the Premises, determine the expected costs
to make required restorations and repairs, receive, and prepare an accounting with respect to the
Security Deposit. In no event shall the Security Deposit or any portion thereof, be considered
prepaid rent.




          (b) Minimum Cash Reserve Requirement. In the event that at any time during the Term,
the amount of Tenant’s cash and readily marketable investments that Tenant has available (“Cash
Reserve”) totals less than Fifty Million Dollars ($50,000,000), then Tenant shall increase the
security for this Lease by an amount equal to Five Million Dollars ($5,000,000), as adjusted
concurrent with and in proportion to the annual increases in Monthly Rental (the “Additional
Security”), by either (i) posting an additional cash Security Deposit, or (ii) causing an
additional Letter of Credit to be issued, or (iii) increasing the face amount of the existing
Letter of Credit, Cash Reserve excludes cash balances required to be maintained under any debt
agreements, including but not limited to debt service reserve funds, sinking funds, principal and
interest funds, and other debt related funds that are required to be maintained as part of a debt
obligation. In the event that Tenant’s Cash Reserve later increases above Fifty Million Dollars
and remains at or above that level for eight consecutive calendar quarters, or if Tenant’s Cash
Reserve at any time increases above Seventy-Five Million Dollars ($75,000,000), provided that
Tenant is not in default under this Lease, any additional cash Security Deposit will be returned
and any additional Letter of Credit will be cancelled, or any increase in the original Letter of
Credit will be reduced, and Landlord agrees to sign any documents or perform any acts necessary to
cause the foregoing to occur (but Tenant’s right to the return of the additional amount after
exceeding the applicable minimum Cash Reserve does not affect the Landlord’s subsequent right to
require the additional security if Tenant’s Cash Reserve again falls below such minimum). From
time to time during the Lease Term, but no more often than quarterly, Landlord will be permitted to
receive from Tenant reasonable evidence of Tenant’s Cash Reserve, including statements as to the
Cash Reserve certified by Tenant’s CEO and CFO on behalf of Tenant and acting in their corporate
capacity, which Tenant will provide to Landlord within ten (10) business days after request.




ARTICLE 5




TAXES




     5.1 Real Property Taxes.



          (a) As used in this Lease, the term “Taxes” shall include any form of real property tax,
assessment (special or otherwise), license fee, license tax, use tax, or any other levy, charge,
expense
or imposition imposed by any federal, state, county or city authority having jurisdiction, or
any political subdivision thereof, or any school, agricultural, lighting, drainage or other
improvement or special assessment district on any interest of Landlord or Tenant (including any
legal or equitable interest of




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Landlord or its mortgagee, if any) pertaining to Property (or the
Project, and equitably allocated to the Property, if and when the Multi-Tenant Provisions apply).
The term “Taxes” shall not include Landlord’s general income, inheritance, estate or gift taxes, or
any tax or assessment levied on rents (other than Landlord’s gross receipts fee/tax if Landlord
owns no other assets than those relating to the Property or Adjacent parcel) or any permit fees,
exactions (for example, school fee or fire district fee required as a condition to development of
the Adjacent Parcel), or development fees or similar costs required solely as a condition to the
development of the Adjacent Parcel or expansion of the Property.




          (b) Tenant shall have the right to contest with the applicable taxing authority, in good
faith, any Taxes, provided that Landlord’s interests are protected. In the event Landlord receives
any refund of Taxes, Landlord shall promptly notify Tenant thereof. Landlord shall refund such
amount to the extent the refund is on account of Taxes paid by Tenant.




     5.2 Other Taxes. Tenant shall pay, prior to delinquency, all taxes, assessments,
license fees and public charges levied, assessed or imposed upon its business operation, trade
fixtures, leasehold improvements to the extent assessed separately from Taxes on the Property (or
the Project, if and when the Multi-Tenant Provisions apply), and other personal property on the
Premises. No taxes, assessments, fees or charges referred to in this Section 5.2 shall be
considered Taxes under the provisions of Section 5.1.



ARTICLE 6




UTILITIES AND SERVICES




     6.1 Services.  Landlord shall use commercially reasonable efforts to furnish, or
cause to be furnished, all utility connections to the Premises in such amounts and capacity as are
furnished on the Commencement Date. Tenant shall arrange for and pay the cost of all utilities and
services (including any connection charges and taxes thereon) furnished to the Premises or
otherwise used by Tenant, including electricity, water, sewer, gas, telephone, communication
services, trash collection, and janitorial services. Landlord may furnish to the Premises any of
the utilities and services set forth in the preceding sentence, in which case Tenant shall
reimburse Landlord for Landlord’s cost of furnishing such utilities and services. In no event
shall Tenant be responsible for the payment of any utility costs attributable to any development
work performed by Landlord, specifically including the construction of Building 3, including any
modifications to the existing utility services provided to the Property for such new construction.
Landlord may not be held liable for failure to furnish any utilities or services to the Premises
unless the failure results from Landlord’s gross negligence or willful misconduct (as addressed in
Section 6.3 below). If Landlord constructs new or additional utility facilities, including wiring,
plumbing, conduits, or mains, at the request of Tenant or due to any changed or increased utility
requirements generated by Tenant, Tenant shall promptly pay to Landlord the total cost of such
items on demand. The discontinuance of any utilities or services, including Landlord’s
discontinuance or failure to provide any of the utilities or services furnished by Landlord to the
Premises, shall neither be deemed an actual or constructive eviction, nor release Tenant from its
obligations under this Lease including Tenant’s obligation to pay rent (except as specifically
provided in Section 6.3 below).



     6.2 Payment of Utilities. Tenant agrees to pay directly to the appropriate utility
company all charges for utility services supplied to Tenant or the Premises. If Tenant fails to
pay when due any charges referred to in this Article 6, Landlord may pay the charge and
Tenant shall reimburse
Landlord, as Additional Rental, for any amount so paid by Landlord within ten (10) days after
Tenant’s receipt of written demand therefor.



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     6.3 Interruption of Service. Notwithstanding the foregoing provisions, in the event
that any of the sanitary, electrical, heating, air conditioning, water, elevator, life safety or
other essential systems serving the Premises (collectively, the “Essential Services”) are not
supplied to the Premises (i) solely due to Landlord’s (or its agents, employees, licensee’s or
contractor’s) gross negligence or (ii) in connection with construction on the Adjacent Parcel or in
connection with the construction of Building 3 or new development of buildings on the Property (an
“Abatement Event”), and such inability materially impairs Tenant’s ability to carry on its business
in the Premises for a period of five (5) consecutive business days, the Monthly Rent and Additional
Rent shall be abated commencing with the sixth (6th) business day of such material interference
with Tenant’s business, based upon the extent to which such inability to supply Essential Services
materially impairs Tenant’s ability to carry on its business in the Premises. Such abatement shall
continue until the Essential Services have been restored to such extent that the lack of any
remaining services no longer materially impairs Tenant’s ability to carry on its business in the
Premises.



ARTICLE 7




TENANT’S CONDUCT OF BUSINESS




     7.1 Permitted Use. Tenant may use the Premises only for general office, laboratory
and research and development (and including any other uses that Tenant is currently engaged in on
the Premises as of the Commencement Date), but only to the extent such use is in accordance with
the Operations Plan and all Applicable Laws. “Operations Plan” means a plan substantially the same
as the Hazardous Materials Business Plan (submitted by the Tenant to the San Diego County,
Department of Environmental Health – Hazardous Materials Division) and the Hazardous Materials
Summary reports (submitted by the tenant to San Diego Fire Department) regarding Tenant’s use of
material quantities of Hazardous Materials in or about the Premises. Tenant shall provide the
initial Operations Plan to Landlord within 45 days after the Commencement Date of this Lease. If,
at any time during the Term, Tenant desires to materially modify the Operations Plan, Tenant must
first obtain Landlord’s written approval (which approval may not unreasonably be withheld or
delayed).



     7.2 Signs. Tenant shall not affix upon the Premises any sign, advertising placard,
name, insignia, trademark, descriptive material or other like item (collectively, “Signage”)
without Landlord’s prior written approval, which approval shall not be unreasonably withheld.
Tenant shall have the exclusive right to maintain all existing signage located on the Property,
and, subject to the previous sentence, to affix any additional items reasonably approved by
Landlord, at its sole cost and expense in accordance with all Applicable Laws (as defined in
Section 7.4 of this Lease), and shall maintain such items in good condition and repair
during the Term. In no event shall Tenant be permitted to affix upon the Property any third party
Signage, other than business identification Signage of subtenants (provided such Signage rights are
reasonably approved by Landlord in accordance with Article 10) and Permitted Assignees who
occupy material portions of the Premises. Landlord hereby approves of all Signage existing as of
the Commencement Date. Before the Expiration Date or earlier termination of this Lease, Tenant
shall remove all signage relating to it or any Tenant Invitee and repair any damaged caused by such
removal.



     7.3 Parking. During the Term and Renewal Term(s), if any, Tenant shall be entitled
to use, without charge and without restriction, all of the subterranean parking spaces at the
Premises and all of the
surface parking spaces located on the Property. Landlord shall maintain the parking areas in
good condition and repair during the Term or any Renewal Term.



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     7.4 Compliance With Laws. For purposes of this Lease, the term “Applicable Laws”
includes all federal, state, county, city or government agency laws, statutes, ordinances,
standards, rules, codes, legal requirements or orders now in force or hereafter enacted,
promulgated or issued, including, without limitation, insurance requirements and government
measures regulating or enforcing public access, occupational, health or safety standards for
employers, employees, landlords or tenants which are applicable to the Premises or Project, as well
as all private and public covenants, conditions and restrictions burdening, governing or recorded
against any aspect of the Property or the Adjacent Parcel (“CC&Rs”) (provided Landlord will not
vote for or propose any new CC&Rs which would unreasonably impact Tenant’s use and enjoyment of the
Premises or its rights and benefits under this Lease), including the Site Development Permit
applicable to the Property and Adjacent Parcel and the Covenants, Conditions, and Restrictions of
the El Camino Real Association, Covenant and Environmental Restriction on Property entered into as
of April 1, 2003, among Tenant, Science Park Center, LLC, and the Solana Beach School District, and
the rules and regulations promulgated under each of the foregoing.



          (a) Tenant shall use the Premises in compliance with all Applicable Laws.




          (b) Tenant shall, at Tenant’s sole cost and expense, after receipt of written demand from the
applicable governmental or legal authorities having jurisdiction over the Premises, perform (or
cause to be performed) all structural and non-structural repairs, replacements, alterations and
improvements to the Premises, necessary to comply with all Applicable Laws to the extent that such
compliance was triggered by (A) Tenant’s particular use of the Premises (as opposed to office and
lab use generally) or the change of Tenant’s use or increase in the intensity of such use, (B) the
acts or omissions of Tenant or Tenant’s Invitees, and/or (C) Alterations (as defined below) made to
the Premises by or on behalf of Tenant after the Commencement Date. In the event Tenant fails to
perform the legal requirements as required by this Section 7.4(b) within a reasonable period of
time after its receipt of notice, Landlord may, at its election, perform or cause to be performed
any of the foregoing at Tenant’s expense.




          (c) Except to the extent of Tenant’s responsibility pursuant to Section 7.4(b),
Landlord shall, at Landlord’s sole cost and expense (but includable in Operating Expenses except to
the extent expressly prohibited in this Lease), promptly make all structural repairs, replacements,
alterations and improvements to the Property needed to comply with all Applicable Laws, subject to
inclusion in Operating Expenses to the extent permitted hereunder; provided that any requirements
which are triggered due to Landlord’s development activities on the Adjacent Parcel (or any new
development activities on the Property) shall not be included in Operating Expenses or payable by
Tenant (except that costs incurred after the Building 3 Completion Date may be allocated in
accordance with the Multi-Tenant Provisions).




          (d) This Section 7.4 shall not apply to any compliance issues relating to “Hazardous
Materials” or “Hazardous Materials Laws” (as each term is defined in Section 20.19 below);
the allocation of responsibility for which is set forth in Section 20.19 of this Lease.




     7.5 Amphitheatre Use. Landlord and Tenant hereby acknowledge that unless and until
the Multi-Tenant Provisions become effective, use of the Amphitheatre is limited to Tenant and
Tenant’s Invitees.



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ARTICLE 8




MAINTENANCE, REPAIRS AND ALTERATIONS




     8.1 Maintenance Obligations. At Landlord’s expense (but includable in Operating
Expenses except to the extent expressly prohibited in this Lease), Landlord shall repair and
maintain the roof, exterior walls and structural portions of the Premises, all aspects of the
Common Areas, and shall replace major components or the entirety of (A) the elevators, (B) the
central plant, (C) exterior air handlers and other exterior HVAC elements, and (D) all Building
Systems serving the Premises. All of such maintenance and replacement obligations will be
performed in a manner consistent with a first class lab and office space. In all other regards,
Tenant shall keep, maintain and preserve the Premises in first class condition and repair and
shall, at Tenant’s sole cost and expense, promptly make all non-structural repairs and maintenance
to the Premises and every part thereof and perform and pay for the operation, maintenance and
repair of fixtures and the elevators, central plant, exterior air handlers and other HVAC elements
and all Building Systems serving the Premises. Tenant shall at its sole cost (i) maintain and
repair, and repaint, all in first class condition, all aspects and portions of the Premises other
than those for which Landlord is responsible under this Section 8.1, (ii) arrange for the removal
of trash from the Premises, (iii) maintain service agreements reasonably satisfactory to Landlord
relative to maintenance and repair of the security systems within the Premises, and of the HVAC and
life safety systems serving the Premises, (vi) maintain janitorial and pest control service
agreements with respect to the Premises, reasonably acceptable to Landlord (which contracts must at
least include semi-annual floor waxing and annual carpet cleaning and annual grill cleaning); and
(vii) maintain maintenance and repair logs with respect to all aspects of the Premises for which
Tenant is conducting maintenance or repair, and make the logs available to Landlord for its review.
Upon request, Tenant shall provide Landlord with current copies of all maintenance, service and
cleaning contracts throughout the Term. Tenant will promptly notify Landlord if any items which
Tenant is responsible for maintaining is in need of replacement or if any of the major components
of such items are in need for replacement so that Landlord can perform such replacements as
required by this Lease.



     Tenant shall have no obligation under this Section 8.1 with respect to Hazardous
Materials or Hazardous Materials Laws; Tenant’s obligations with regard to Hazardous Materials and
Hazardous Materials Laws are set forth in Section 20.19 of this Lease.



     8.2 Landlord’s Right To Perform. Landlord shall have the right to perform any
obligation of Tenant under this Lease should Tenant fail to commence performance within fifteen
(15) days after receipt of written demand therefor (except in the event of threat to the health and
safety of any person in the Premises, in which event Tenant fails to commence performance within
five (5) business days after receipt of written demand therefor, or such shorter period of time as
may be appropriate under the circumstances) or, after commencing same, fail to diligently pursue
such repairs to completion within thirty (30) days after receipt of written demand therefor. If,
in accordance with this paragraph, Landlord performs any obligation for which Tenant is responsible
pursuant to the terms of this Lease, Tenant shall pay the reasonable cost of such performance to
Landlord with interest at the Interest Rate from the date of such expenditure by Landlord as
Additional Rental, promptly upon receipt of a bill from Landlord for same.



     8.3 Tenant’s Right To Perform. Tenant shall have the right to perform any work that
Tenant reasonably deems necessary in connection with the Premises should Landlord fail to perform
its obligations under this Lease within fifteen (15) days after receipt of written demand therefor
(except in the event of threat to the health and safety of any person in the Premises, in which
event Landlord fails to
commence such repairs within five (5) days after receipt of written demand therefor, or such
shorter period of time as may be appropriate under the circumstances) or, after commencing same,
fail to



13









 




diligently pursue such repairs to completion. If, in accordance with this paragraph,
Tenant makes any repairs that Landlord is obligated to make pursuant to the terms of this Lease,
Landlord shall pay the cost of such repairs to Tenant with interest at the Interest Rate from the
date of such expenditure by Tenant promptly upon receipt of a bill from Tenant for same.




     8.4 Alterations. Without first obtaining the written consent of Landlord, Tenant
shall not make or cause to be made to the Premises any addition, renovation, alteration,
reconstruction or change (collectively, “Alterations”) (a) involving structural changes or
additions, (b) affecting the exteriors of any building, or (c) cost more than $40,000 individually
or, when added to all prior Alterations for the preceding 12 months, cost more than $100,000. If
Landlord’s consent is required, then Tenant shall submit to Landlord detailed plans and
specifications for all proposed Alterations when requesting Landlord’s consent of such proposed
Alterations. Tenant shall comply with all conditions which may be reasonably imposed by Landlord,
including but not limited to Landlord’s reasonable approval of all contractors or construction
techniques (but Landlord may not unreasonably impose such restrictions) and, if the estimated cost
of the design and construction of the alterations exceeds $500,000, the establishment of security
for payment of such amounts, and Tenant shall reimburse Landlord for architectural, engineering, or
other consulting costs which reasonably may be incurred by Landlord in determining whether to
approve any such Alterations. Tenant shall, before commencing any Alterations, at Tenant’s sole
cost, (i) acquire (and deliver to Landlord a copy of) a permit from appropriate governmental
agencies to make such Alterations (any conditions of which permit Tenant shall comply with, at
Tenant’s sole cost, in a prompt and expeditious manner), (ii) if the cost of the Alteration exceeds
$500,000, obtain and deliver to Landlord (unless this condition is waived in writing by Landlord) a
lien and completion bond in an amount equal to 125% of the estimated cost of the proposed
Alterations, to insure Landlord against any liability for mechanics’ liens and to ensure completion
of the work, (iii) obtain (and deliver to Landlord proof of) reasonably adequate insurance,
including workers compensation insurance, with respect to the individuals and entities installing
or involved with such Alterations (which insurance Tenant shall maintain in force until completion
of the Alterations). All Alterations shall upon installation become the property of Landlord and
shall remain on and be surrendered with the Premises on termination of this Lease, except that
Landlord may, at its election, require Tenant to remove any or all of the Alterations, by so
notifying Tenant; but Tenant shall only be obligated to remove or restore Alterations made to the
Premises by Tenant if either Landlord did not receive a request from Tenant for consent to the
Alterations (and notifies Tenant prior to the expiration of this Lease that such removal will be
required if Landlord was aware of the Alteration before such expiration date) or Landlord, at the
time Landlord grants its consent therefor, states in writing that they must be removed or restored
upon expiration or earlier termination of this Lease. Tenant may, at its option, remove or restore
any Alterations that Tenant is required or permitted to remove or restore at any time on or before
the expiration or earlier termination of this Lease. Tenant shall notify Landlord of the
commencement date for all construction at least five (5) days prior to constructing any Alterations
in order to allow Landlord an opportunity to post a notice on non-responsibility.



     8.5 No Liens By Tenant. Tenant shall, at all times during the Term or Tenant’s
occupancy of the Premises after the expiration or earlier termination of the Term, keep the
Premises free from any liens arising out of any work performed or materials furnished by or for
Tenant.



ARTICLE 9




EMINENT DOMAIN




     9.1 Taking. The term “Taking,” as used in this Article 9, shall mean an
appropriation or taking under the power of eminent domain by any public or quasi-public authority
or a voluntary sale or conveyance in lieu of condemnation but under threat of condemnation.



14









 





     9.2 Total Taking. In the event of a Taking of the entire Premises, this Lease shall
terminate and expire as of the date possession is delivered to the condemning authority and
Landlord and Tenant shall each be released from any liability accruing pursuant to this Lease after
the date of such termination, but Monthly Rental and Additional Rental for the last month of
Tenant’s occupancy shall be prorated and Landlord shall refund to Tenant any Monthly Rental and
Additional Rental paid in advance.



     9.3 Partial Taking.



          (a) Tenant’s Right to Terminate. Tenant shall have the option to terminate this Lease
upon giving notice in writing of such election to Landlord within sixty (60) days after Tenant’s
receipt of written notice that a portion of the Premises has been or shall be so taken if,
(a) there is a Taking of more than twenty-five percent (25%) of the rentable square feet of the
Premises and Tenant reasonably determines that such Taking will have a material adverse impact upon
Tenant’s business, or (b) because of the laws then in force, the Premises may not be used for the
same use being made before such Taking, whether or not restored. This Lease shall terminate
effective as of the date Tenant is required to vacate the portion of the Premises taken.
Notwithstanding anything to the contrary in this paragraph, if within 20 days after Landlord’s
receipt of the Tenant’s termination notice under this paragraph, Landlord notifies Tenant that
Landlord at its cost will add to the remaining Premises so that the area of the Premises will be
substantially the same after the Condemnation as they were before the Condemnation, and such work
will be completed within six (6) months after the date of such taking, and further provided that
Landlord commences the restoration promptly after Landlord so notifies Tenant and completes the
required work within such six (6) month period, then all obligations of Tenant under this Lease
remain in effect, except that Monthly Rental and all Additional Rent will be abated or reduced
during the period from the date of condemnation until the completion of such restoration by the
ratio of (A) the area of the Premises taken to (B) the area of the Premises immediately before the
Date of Condemnation, or if the remainder of the Premises is not usable by Tenant for its intended
purposes hereunder, then rent shall be entirely abated.




          (b) Landlord’s Right to Terminate. Landlord shall have the option to terminate this
Lease upon giving notice in writing of such election to Tenant within sixty (60) days after
Landlord’s receipt of written notice that a portion of the Premises has been or shall be so taken
if, (a) there is a Taking of more than twenty-five percent (25%) of the rentable square feet of the
Premises, or (b) because of the laws then in force, the Premises may not be used for the same use
being made before such Taking, whether or not restored. This Lease shall terminate effective as of
the date Tenant is required to vacate the portion of the Premises taken.




          (c) Landlord and Tenant waive the provisions of any statute (including California Code of
Civil Procedure Section 1265.130 or any successor statute) that allows Landlord or Tenant to
petition the applicable court to terminate this Lease in the event of a partial taking of the
Premises.




     9.4 Award. The entire award or compensation in any such condemnation proceeding,
whether for a total or partial Taking, or for diminution in the value of the leasehold or for the
fee, shall
belong to and be the property of Landlord; and, in any event, the holder of any mortgage or
deed of trust encumbering the Premises shall have a first priority to the extent of the unpaid
balance of principal and interest on its loan. Without derogating the rights of Landlord or said
lender under the preceding sentence, Tenant shall be entitled to recover from the condemning
authority such compensation as may be separately awarded by the condemning authority to Tenant or
recoverable from the condemning authority by Tenant in its own right for the taking of trade
fixtures, equipment and other personal property owned by Tenant and for the expense of removing and
relocating its business, for loss of goodwill and for other damages to its business.



15









 





     9.5 Continuation Of Lease. In the event of a partial Taking, if neither Landlord nor
Tenant elects to terminate this Lease as provided above (or has no right to so terminate), Landlord
agrees, at Landlord’s cost and expense (to the extent of condemnation proceeds actually received)
as soon as reasonably possible after the Taking, to restore the Premises on the land remaining to a
complete unit of like quality and character as existed prior to the Taking (and usable by Tenant
for the same purposes and to the same extent used prior to the taking), provided that in no event
shall Landlord be required to restore Tenant’s personal property, trade fixtures or equipment or
any Alterations made by Tenant and, thereafter, Monthly Rental and Additional Rent shall be reduced
based on the square footage of the interior portion of any building taken as compared to the
portion remaining. In the event of a Taking of all or a portion of the parking area and Landlord
is unable to promptly provide Tenant with suitable replacement parking area of at least 540 total
spaces, Monthly Rental shall be reduced on an equitable basis, taking into account the relative
value of the parking spaces taken unless Landlord provides reasonable on-site alternative, or
reasonable proximate (with shuttle service) parking arrangements.



ARTICLE 10




ASSIGNMENT AND SUBLETTING




     10.1 Landlord’s Consent Required. Tenant shall not assign, sublet, pledge, encumber,
license or hypothecate all or any part of this Lease or Tenant’s interest in the Premises (provided
the foregoing shall apply to Tenant’s leasehold interest only and not to equipment loans, drug
licensing or other encumbrances or arrangements not attaching to the interest in the leasehold
estate) or permit the assignment, disposition, transfer, acquisition, or issuance of direct or
indirect ownership interests (whether stock, partnership or otherwise) in Tenant, to or by any
person, entity, or group of related persons or affiliated entities, whether in a single transaction
or in a series of related transactions, which results in such person, entity, or group holding (or
assigning, transferring, disposing of, or selling) 50% or more of the aggregate ownership interests
in Tenant outstanding immediately prior to such transaction or series of related transactions
(collectively, “Assignment” or “Assign”) without first procuring the written consent of Landlord,
which consent shall not be unreasonably withheld, conditioned or delayed. Landlord’s disapproval
of a proposed Assignment is deemed reasonable if the proposed Assignment, in Landlord’s reasonable
determination, could jeopardize Landlord’s (or any of its owner’s) tax status (whether as a REIT,
ERISA plan, or otherwise). Notwithstanding the foregoing, the parties acknowledge that Tenant is a
publicly traded company and the sale of stock in Tenant which occurs over a public or private stock
exchange is not within Tenant’s control and Landlord will not have any consent rights with respect
to any such transfers or sale of stock. Notwithstanding any other provision of this Lease, Tenant
may, upon written notice to Landlord, but without obtaining Landlord’s consent, without
constituting a default under this Lease, (a) assign this Lease or all or any portion of the
Premises to (i) any parent or subsidiary entity of Tenant, (ii) any person or entity that acquires
all or substantially all of Tenant’s assets or all or any portion of the capital stock or other
ownership interest in Tenant, (iii) any entity with which Tenant merges or is consolidated,
regardless of whether Tenant is the surviving entity, or (iv) any person or entity that
acquires all or substantially all of the business or assets operated or located on the
Premises; or (b) cause a sale or transfer of all or any portion of the capital stock or other
ownership interests in Tenant (each successor entity, assignee, purchaser or subtenant in (a) or
(b) being referred to herein as a “Permitted Assignee”) provided that effective no later than the
assignment to the Permitted Assignee (if a full assignment rather than a mere sublease and not in
the case where the Permitted Assignee is, by operation of law, the successor to Tenant), the
original Tenant under this Lease execute a guaranty of all tenant obligations under this Lease
substantially in the form of the attached Exhibit E. In addition, an Assignment shall not
include, and Landlord’s consent shall not be required for, any sale or other transfer of Tenant’s
capital stock (or other ownership interest if Tenant is not a corporation) including, but not
limited to, any sale or transfer by an existing shareholder.



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     10.2 Procedures. Should Tenant desire to enter into an Assignment for which
Landlord’s consent is required, Tenant shall request, in writing, Landlord’s consent to the
proposed Assignment at least fifteen (15) days before the intended effective date of the proposed
Assignment, which request shall include the following: (a) a copy of the proposed Assignment
agreement, (b) reasonable evidence of the financial condition, operating history and management of
the Assignee, and the Assignee’s intended use for the Premises (including its proposed Operations
Plan), and (c) any information relevant to the proposed Assignment that Landlord may reasonably
request. Within ten (10) business days after receipt of Tenant’s request for consent to the
proposed Assignment together with all of the above-required information (including any follow-up
information reasonably requested by Landlord), Landlord shall respond in writing by either:
(i) consenting to the proposed Assignment; or (ii) refusing to consent to the proposed Assignment
and citing the specific reason(s) for such refusal. If Landlord fails to respond within such
10-business day period, Tenant may give Landlord a notice that expressly states the following in
all capital letters: “URGENT NOTICE TO LANDLORD. IF YOU FAIL TO DISAPPROVE OF THE REQUESTED
ASSIGNMENT DESCRIBED BELOW WITHIN THREE BUSINESS DAYS AFTER RECEIPT OF THIS NOTICE, YOUR FAILURE
WILL BE DEEMED CONSENT TO THE DESCRIBED ASSIGNMENT.” Landlord’s failure to respond within such
3-business day period to Tenant’s second request for the proposed Assignment shall be deemed
Landlord’s consent thereto. Landlord will not be liable in damages to Tenant or to any proposed
subtenant, assignee or other transferee if such consent is adjudicated to have been unreasonably
withheld, in which case Tenant’s sole remedies are (i) to have the proposed Transfer declared valid
as if Landlord’s consent had been given (in which case Tenant will be entitled to reasonable
attorney’s fees if Tenant is the prevailing party in such litigation) and Landlord agrees and
consents to such relief being obtainable via ex parte application or (ii) monetary damages if
Tenant establishes that Landlord’s consent was withheld in bad faith. Tenant irrevocably assigns
to Landlord, as security for Tenant’s obligations under this Lease, all rent and other amounts from
any Assignment, and Landlord, as assignee and as special attorney-in-fact for Tenant, or a receiver
for Tenant appointed on Landlord’s application, may collect such rent and other amounts and apply
them toward Tenant’s obligations under this Lease; except that, unless and until Tenant receives
notice from Landlord to the contrary, Tenant may collect such rent and other amounts. Tenant shall
promptly reimburse Landlord for Landlord’s reasonable costs of reviewing, consenting to, rejecting
or consummating any proposed Transfer, including reasonable attorneys’ fees. Tenant shall promptly
pay to Landlord one-half of all rents and other consideration, of whatever nature, payable by the
proposed transferee (or receivable by Tenant) pursuant to any Assignment (net of Tenant’s
out-of-pocket leasing commission, legal fees, marketing costs, improvement costs and any similar
cost items incurred in connection with the Assignment), that exceeds (1) if a sublease of a portion
of the Premises, the portion of the Monthly Rental and Additional Rent that is allocable to the
portion of the Premises subleased (such allocation based on the area of the portion subleased), or
(2) if any other Assignment, the Monthly Rental and Additional Rent attributable to the Premises.



     10.3 No Release/Waiver. No Assignment, whether with or without Landlord’s consent,
shall relieve Tenant from its obligations under this Lease and, as a condition to any Assignment
(if a full assignment rather than a mere sublease and not in the case where the Permitted Assignee
is, by operation of law, the successor to Tenant), Tenant shall execute a guaranty of all tenant
obligations under this Lease in the form of the attached Exhibit E. A consent to one
Assignment by Landlord shall not be deemed to be a consent to any subsequent Assignment to any
other party.



     10.4 Form. Any Assignment (other than to a Permitted Assignee) shall be evidenced by
an instrument in form and content reasonably satisfactory to Landlord and executed by Tenant and
the assignee or sublessee, as the case may be, to evidence the Assignee’s assumption of the Lease.
Any assignment to a Permitted Assignee in which the surviving entity is not Neurocrine Biosciences,
Inc., will contain an express written provision by which the Permitted Assignee expressly assumes
in writing all of



17









 




the obligations under this Lease, and Tenant agrees to provide Landlord with
reasonable evidence of such assignment and assumption.




ARTICLE 11




INSURANCE AND INDEMNITY




     11.1 Tenant’s Insurance. Tenant, at its sole cost and expense, shall procure, pay
for and keep in full force and effect throughout the Term the following types of insurance, in at
least the amounts and in the forms specified below:



          (a) Commercial general liability insurance with combined single limit for bodily injury,
personal injury, death and property damage liability coverage in the amount of Ten Million Dollars
($10,000,000) per occurrence. The commercial general liability limits may be met by a combination
of primary and umbrella insurance policies. Such policies shall insure against personal injury,
bodily injury, death and damage to property occurring on or around the Property, or resulting from
Tenant’s or Tenant’s invitee’s use or occupancy of the Property, or resulting from Tenant’s
activities in or about the Property, which insurance shall contain “blanket contractual liability”
and “broad form property damage” endorsements insuring Tenant’s performance of Tenant’s obligations
to indemnify Landlord as contained in this Lease. All such liability insurance shall specifically
insure the performance by Tenant of the indemnity agreement set forth in Section 11.5.




          (b) Worker’s compensation coverage as required by law.




          (c) Business interruption insurance for a period of six months.




          (d) Insurance covering all of Tenant’s Alterations, trade fixtures, equipment and other
personal property from time to time in, on or about the Premises in an amount not less than their
full replacement value from time to time, providing protection against any peril included within an
ISO “Special Form” insurance policy.




          (e) Employers Liability Coverage of at least $1,000,000.00 per occurrence.




     11.2 Landlord’s Insurance.



          (a) Landlord shall maintain, as the minimum coverage required of it by this Lease, fire and
property damage insurance in an ISO “Special Form” policy (formerly known as an “all-risk” policy)
insuring Landlord (and Landlord’s lender as a loss payee) against loss from physical damage to
the Premises with coverage of not less than one hundred percent (100%) of the full actual
replacement cost thereof and against loss of rents for a period of not less than twelve (12)
months, together with endorsements to cover any additional work required to comply with any
Applicable Laws at the time of restoration. Such fire and property damage insurance, at Landlord’s
election, but without any requirements on Landlord’s behalf to do so, (i) may be written in
so-called “all risk” form, excluding only those perils commonly excluded from such coverage by
Landlord’s then property damage insurer; and/or (ii) may provide coverage for physical damage to
the improvements so insured for up to the entire full actual replacement cost thereof. Landlord
shall not be required to cause such insurance to cover any of Tenant’s personal property, inventory
or trade fixtures or any modifications, or any Alterations made or constructed by Tenant to or
within the Premises after the Commencement Date. No such policy for fire and property damage
insurance required to be maintained by Landlord pursuant to this paragraph shall have a deductible
greater than Fifty Thousand Dollars ($50,000.00), unless approved in writing by Tenant. Landlord
shall use commercially reasonable efforts to obtain such insurance at competitive rates.




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          (b) Landlord shall maintain commercial general liability insurance insuring Landlord (and
Landlord’s lender as an additional insured) against liability for personal injury, bodily injury,
death and damage to property occurring in, on or about, or resulting from the use or occupancy of
the Property, or any portion thereof, with combined single limit coverage of at least Five Million
Dollars ($5,000,000). Landlord may carry such greater coverage as Landlord or Landlord’s lender
may from time to time determine is reasonably necessary for the adequate protection of Landlord and
the Property, provided that such limit shall in no event exceed the limit commonly carried by
owners of property similarly situated and operating under similar circumstances unless as part of
an Umbrella or blanket policy covering more than the Property (in which case the Property’s
allocable share of the premium for such above-market limit may not exceed the premium that would be
payable for a limit commonly carried by owners of property similarly situated and operating under
similar circumstances). Any deductible for Landlord’s commercial general liability insurance will
not be included in Operating Expenses.




          (c) Landlord may insure against loss or damage to the improvements located on the Property
caused by earthquake or Differences in Conditions. In the event of damage due to an earthquake,
Landlord shall bear the cost of any deductible payable in connection therewith, except to the
extent of Tenant’s pro rata share of such deductible (i.e., 100%, unless and until the Multi-Tenant
Provisions become effective), amortized as a Capital Expense pursuant to the provisions of
Section 4.3 above. In no event shall Tenant be responsible for any shortfall amount of
such earthquake insurance proceeds.




          (d) Landlord may procure pollution insurance. If such insurance is procured for a multi-year
period, the costs of such coverage will be included in Operating Expenses on an amortized basis
over the period of such insurance coverage (as if the cost were a Capital Expense and the useful
life of such Capital Expense were the term of the coverage).




          (e) Landlord may maintain any other commercially reasonable insurance which in the reasonable
opinion of its insurance broker, advisor or legal counsel is prudent in carry under the given
circumstances, provided such insurance is available at commercially reasonable rates and commonly
carried by owners of property similarly situated and operating under similar circumstances.




     11.3 Policy Form. All policies of insurance required of Tenant herein shall be
issued by insurance companies with general policy holder’s rating of not less than A and a
financial rating of not less than Class VII, as rated in the most current available “Best’s Key
Rating Guide”, and which are admitted to do business in the State of California. All such
policies, except for the Worker’s Compensation coverage,
shall name as additional insureds, Landlord and Landlord’s mortgagee(s), ground lessor(s), or
beneficiary(ies) whose names and addresses have been provided to Tenant, The Prudential Insurance
Company of America (or any of its affiliates designated by Landlord), and Landlord’s managing agent
(which initially is Veralliance Properties, Inc.). Executed copies of the policies of insurance or
certificates thereof shall be delivered to Landlord on or before the Commencement Date.
Thereafter, executed copies of renewal policies or certificates thereof shall be delivered to
Landlord prior to the expiration of the term of each policy. All policies of insurance delivered
to Landlord must contain a provision that the company writing the policy will give to Landlord at
least 10 days’ prior written notice of any cancellation or lapse in such insurance. All policies
required of Tenant herein shall be endorsed to read that such policies are primary policies as to
claims within the Premises and any insurance carried by Landlord or Landlord’s property manager
shall be noncontributing with such policies.



     11.4 Blanket Policies. Notwithstanding anything to the contrary contained in this
Article 11, Landlord or Tenant’s obligation to carry insurance may be satisfied by coverage
under a so-called



19









 




blanket or umbrella policy or policies of insurance if approved by the other
party which approval may not unreasonably be withheld).




     11.5 Indemnity.



          (a) “Landlord” for the purposes of this Section 11.5 shall mean and include Landlord
and Landlord’s successors, assigns, shareholders, members, partners, directors, employees,
contractors and agents. Tenant shall defend (with counsel reasonably acceptable to Landlord),
indemnify and hold harmless Landlord from and against any and all claims, actions, causes of
action, demands, rights, damages, costs (including reasonable attorneys’ fees and court costs),
liabilities, debts, obligations, judgments, remedies, benefits, losses and expenses of any kind
whatsoever (collectively, “Claims”) which may now or in the future be incurred or suffered by
Landlord by reason of, arising out of or connected with (i) Tenant’s or Tenant’s Invitee’s acts or
omissions, (ii) any breach of this Lease by Tenant, (iii) violation of any Applicable Law caused by
Tenant or any Tenant Invitee, or (iv) the death, bodily injury or property damage suffered by any
third party occurring (A) within the Premises (or on or about the Premises after the Multi Tenant
Provisions become effective) or (B) directly resulting from Tenant’s or Tenant’s Invitee’s use or
occupancy of the Premises, or from Tenant’s or Tenant’s Invitee’s activities in or about the
Premises. Notwithstanding any of the foregoing to the contrary, Tenant shall not be liable for,
and Tenant’s indemnity under this Section 11.5(a) shall not extend to, (1) any damage or
injury to the extent and in the proportion that the same is ultimately determined to be
attributable to the gross negligence or intentional misconduct of Landlord or (2) any punitive
damages claimed by Landlord. Landlord shall reimburse Tenant for any amounts paid to Landlord by
Tenant under this Section 11.5(a) to the extent Landlord receives insurance proceeds
therefor. Tenant’s obligations under this Section 11.5(a) shall survive the expiration or
earlier termination of this Lease.




          (b) “Tenant” for the purposes of this Section 11.5(b) shall mean and include Tenant
and Tenant’s successors, assigns, shareholders, members, partners, employees, contractors and
agents. Landlord shall defend (with counsel reasonably acceptable to Tenant), indemnify and hold
harmless Tenant from and against any and all Claims which may now or in the future be incurred or
suffered by Tenant by reason of, arising out of or connected with (i) Landlord’s gross negligence
or intentional misconduct, or (ii) any breach of this Lease by Landlord. Notwithstanding any of
the foregoing to the contrary, Landlord shall not be liable for, and Landlord’s indemnity under
this Section 11.5(b) shall not extend (1) to any damage or injury to the extent and in the
proportion that the same is ultimately determined to be attributable to the negligence or
intentional misconduct of Tenant or any Tenant Invitee, or (2) any punitive damages claimed by
Tenant. Tenant shall reimburse Landlord for any amounts incurred by Landlord under
this Section 11.5(a) to the extent Tenant receives insurance proceeds therefor.
Landlord’s obligations under this Section 11.5(b) shall survive the expiration or earlier
termination of this Lease.




     11.6 Waiver Of Subrogation. Landlord and Tenant (as applicable, the “Insuring
Party”) each waives any rights it may have against the other on account of any loss or damage
occasioned to the Insuring Party arising from any liability, loss, damage or injury caused by fire
or other casualty to the extent insurance is carried or required to be carried by the Insuring
Party pursuant to this Lease. All insurance policies obtained by Landlord and Tenant relating to
the Premises (other than the liability policies) shall contain endorsements waiving any right of
subrogation which the insurer may otherwise have against the noninsuring party. The foregoing
release and the foregoing requirement for waivers of subrogation shall be operative only so long as
the same shall not preclude the obtaining of such insurance; provided that if either party’s
insurer refuses to include the waiver of subrogation provided for above, such party must notify the
other party and if such other party finds an alternate insurer who will provide such a waiver, the
insurance will be purchased from the insurer willing to waive subrogation.



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     11.7 Failure By Tenant To Maintain Insurance. If Tenant refuses or neglects to
secure and maintain insurance policies complying with the provisions of this Article 11,
Landlord may, after notice to Tenant and a five (5) business day cure period, secure the
appropriate insurance policies and Tenant shall pay, upon demand, the cost of same to Landlord
along with a coordination fee in the amount of 10% of the costs of such insurance, as Additional
Rental.



ARTICLE 12




DAMAGE




     12.1 Insured Casualty. In the case of damage by fire or other perils covered by the
insurance carried or required to be carried pursuant to Article 11, provided that neither
Landlord nor Tenant terminates this Lease as provided herein, Landlord shall as soon as possible
commence such repair, reconstruction and restoration of the Premises and shall diligently prosecute
the same to completion, but Landlord shall not be required to restore Tenant’s trade fixtures,
equipment and personal property or Alterations made by Tenant after the Commencement Date (unless
insurance proceeds are specifically designated for and available to restore such Alterations).
Notwithstanding the foregoing, if (a) the Premises is destroyed to an extent of at least fifty
percent (50%) of the then full replacement cost thereof as of the date of destruction, (b) the
destruction occurs during the last year of the Term (as it may have been extended), or (c) the
Premises is damaged by any peril and, because of the laws then in force, the Premises cannot be
used for the same use being made thereof before such damage, then Tenant and Landlord shall each
have the right to terminate this Lease. A party may exercise this termination right by giving
written notice to the other party within thirty (30) days after the date of such destruction. In
addition, Landlord shall have the option to terminate this Lease in the event the Premises is
damaged by any peril to such an extent that the estimated cost to restore the Premises exceeds the
insurance proceeds received by Landlord by more than $250,000, which option may be exercised only
by delivery to Tenant of a written notice of election to terminate before the 45th day after
Landlord’s receipt of the insurance proceeds. Notwithstanding the foregoing, Tenant may, at its
election (but shall not be obligated to), provide Landlord with funds to cover such shortfall,
within thirty (30) days after Tenant’s receipt of Landlord’s termination notice, in which event
Landlord shall complete its repair, reconstruction and restoration of the Premises pursuant to this
Article and this Lease shall remain in full force and effect. If this Lease is not terminated
pursuant to the provisions of this Section 12.1, then the destruction will not terminate
this Lease, and all obligations of Tenant under this Lease will remain in effect, except that, to
the extent rental interruption insurance proceeds are paid to Landlord (or would have been paid,
but for Landlord’s breach of Section
11.2(a)), the Monthly Rental and Operating Expenses will be abated or reduced, between the
date of the destruction and the date of completion of restoration, by the ratio of (a) the area of
the Premises rendered unusable or inaccessible by the destruction to (b) the area of the Premises
before the destruction, or abated entirely if the remaining portion of the Premises is not
sufficient for the conduct of Tenant’s business. The foregoing shall not affect Tenant’s rights
set forth in Section 12.3 below.



     12.2 Uninsured Casualty. If the Premises is damaged as a result of any casualty not
covered by the insurance carried or required to be carried pursuant to Article 11, then, at
Landlord’s option, either (a) within thirty (30) days following the date of such damage, Landlord
may elect to, and shall as soon as possible after such election, commence repair, reconstruction or
restoration of the Premises and diligently prosecute the same to completion or, (b) Landlord may
elect within said thirty (30) days not to so repair, reconstruct or restore the damaged property,
in which event this Lease shall cease and terminate upon the expiration of such thirty (30)-day
period, unless Tenant agrees within fifteen (15) days after such election to pay the cost of the
repair, reconstruction or restoration and provides Landlord with security for such payment, in
which event Landlord shall be deemed to have elected the



21









 




option in subpart (a) in this
Section 12.2. If this Lease is not terminated pursuant to the provisions of this
Section 12.2, then the destruction will not terminate this Lease, and all obligations of
Tenant under this Lease will remain in effect, except that, to the extent rental interruption
insurance proceeds are paid to Landlord (or would have been paid, but for Landlord’s breach of
Section 11.2(a)), the Monthly Rental and Operating Expenses will be abated or reduced, between the
date of the destruction and the date of completion of restoration, by the ratio of (a) the area of
the Premises rendered unusable or inaccessible by the destruction to (b) the area of the Premises
before the destruction, or abated entirely if the remaining portion of the Premises is not
sufficient for the conduct of Tenant’s business. The foregoing shall not affect Tenant’s rights
set forth in Section 12.3 below.




     12.3 Landlord’s Failure To Complete. If Landlord either elects or is required to
repair, reconstruct or restore the Premises pursuant to this Article 12, and Landlord fails
to complete such repair, reconstruction or restoration of the Premises on or before the date (the
"Outside Repair Date”) that is earlier of (a) 12 months after the date Landlord receives all
required permits with respect to such repairs, or (b) 18 months after the date of the damage, then
Tenant shall have the right to terminate this Lease by written notice to Landlord given within
thirty (30) days thereafter.



     12.4 Damage Provision Controls. If Landlord restores the Premises as provided above,
then Tenant waives the provisions of California Civil Code Sections 1932(2) and 1933(4) or any
successor statute with respect to any destruction of the Premises.



ARTICLE 13




DEFAULTS BY TENANT




     13.1 Events Of Default. Should Tenant at any time:



          (a) fail to make any payment of Monthly Rental pursuant to this Lease for a period of three
(3) business days after receipt of written notice from Landlord to Tenant regarding the delinquent
payment (provided, however, any notice shall be in lieu of, and not in addition to, any notice
required under Section 1161 of the Code of Civil Procedure of California or any similar,
superseding statute), or




          (b) fail to make any monthly payment of Operating Expenses payable by Tenant pursuant to this
Lease (where Landlord has notified Tenant in writing of the amount of monthly payment)
for a period of three business days after receipt of written notice from Landlord to Tenant
regarding the delinquent payment (provided, however, any notice shall be in lieu of, and not in
addition to, any notice required under Section 1161 of the Code of Civil Procedure of California or
any similar, superseding statute), or




          (c) fail to make any payment of any other charge payable by Tenant pursuant to this Lease (or
to provide or increase the Security Deposit or Letter of Credit) for a period of ten (10) business
days after receipt of written notice from Landlord to Tenant that such payment is due (provided,
however, any notice shall be in lieu of, and not in addition to, any notice required under
Section 1161 of the Code of Civil Procedure of California or any similar, superseding statute), or




          (d) Tenant’s default under any material debt obligation to a third-party (evidencing or
resulting in a material adverse change to Tenant’s financial condition) or Tenant becomes
insolvent, makes a transfer in fraud of creditors, makes an assignment for the benefit of
creditors, admits in writing its inability to pay its debts when due or forfeits or loses its right
to conduct business; provided that nothing in this Section 13.1(d) shall be construed to mean that
a dispute between Tenant and any third




22









 







party will give rise to a default under this Lease and this
section is intended to apply to undisputed claims which Tenant is unable to pay due to financial
distress, or




          (e) Tenant’s failure to provide an estoppel or SNDA as required under this Lease within 10
business days after request from Landlord of Tenant to do so.




          (f) have filed against Tenant a petition to have Tenant adjudged a bankrupt or a petition for
reorganization or arrangement under any law, statute, ordinance, rule or regulation relating to
bankruptcy (unless, in the case of a petition filed against Tenant, same is dismissed within ninety
(90) days), or




          (g) institute any proceedings under the Bankruptcy Code or any similar or successor statute,
code or act, or should an appointed trustee or receiver take possession of substantially all of
Tenant’s assets located at the Premises or of Tenant’s interest in this Lease where possession is
not restored to Tenant within thirty (30) days, or




          (h) have all or substantially all of Tenant’s assets located at the Premises or Tenant’s
interest in this Lease attached or judicially seized where the seizure is not discharged within
ninety (90) days, or




          (i) Tenant’s failure (other than a default described above in this Section 13.1) to comply
with any term, provision, condition or covenant of this Lease, if the failure is not cured within
15 days after written notice to Tenant; provided, however, if Tenant’s failure to comply cannot
reasonably be cured within 15 days, Tenant will be allowed additional time (not to exceed 60 days)
as is reasonably necessary to cure the failure so long as Tenant begins the cure within 15 days and
diligently pursues the cure to completion;



then the occurrence of any one (1) or more of the foregoing events (each, an “Event of Default”)
constitutes a material breach of this Lease and, in addition to any or all other rights and
remedies available to Landlord at law or in equity, Landlord shall have the right, at Landlord’s
option, without further notice or demand of any kind to Tenant or any other person, (i) to declare
the Term ended and to re-enter and take possession of the Premises and remove all persons
therefrom, or (ii) to the remedy described in California Civil Code Section 1951.4 (i.e., Landlord
may continue the Lease in effect after Tenant’s breach and
abandonment (or Event of Default) and recover rent as it becomes due, if Tenant has right to sublet
or assign, subject only to reasonable limitations), or (iii) even though it may have continued the
Lease as provided in subparagraph (ii) of this Section 13.1, to thereafter elect to
terminate this Lease and all of the rights of Tenant in or to the Premises. In any case in which
Landlord shall re-enter and occupy the whole or any part of the Premises, by unlawful detainer
proceedings or otherwise, Landlord, at its option, may repair, alter, subdivide or change the
character of the Premises from time to time in such manner as Landlord deems best, or may relet the
Premises or any part thereof and receive the rents therefor, and none of such actions shall
constitute a termination of this Lease or a release of Tenant from any liability hereunder
(provided that any amounts so received shall be credited against Tenant’s obligations hereunder).
Landlord shall not be deemed to have terminated this Lease, or the liability of Tenant to pay any
Monthly Rental, Additional Rental or other charges later accruing, by any re-entry of the Premises
pursuant to subparagraph (ii) of this Section 13.1, or by any action in unlawful detainer
or otherwise to obtain possession of the Premises, unless Landlord shall have notified Tenant in
writing that it has so elected to terminate this Lease.




     As long as Landlord does not terminate Tenant’s right to possession, Landlord may (i) continue
this Lease in effect, (ii) continue to collect rent when due and enforce all the other provisions
of this Lease, and (iii) enter the Premises and relet them, or any part of them, to third parties
for Tenant’s



23









 




account, for a period shorter or longer than the remaining term of this Lease. Tenant
shall immediately pay to Landlord all costs Landlord incurs in such reletting, including brokers’
commissions, attorneys’ fees, advertising costs, and reasonably necessary expenses of remodeling
the Premises for such reletting. If Landlord elects to relet all or any portion of the Premises as
permitted above, rent that Landlord receives from such reletting will be applied to the payment of
amounts due from Tenant to Landlord, and then any sum remaining from the rent Landlord receives
from the reletting will be held by Landlord and applied in payment of future rent as it becomes due
under this Lease. Tenant will not be entitled to any excess rent received by Landlord unless and
until all obligations of Tenant under this Lease, including all future obligations, are satisfied
in full.




     13.2 Termination Of Lease. Should Landlord elect to terminate this Lease pursuant to
the provisions of subparagraphs (i) or (iii) of Section 13.1, Landlord may recover from
Tenant, as damages, the following: (a) the worth at the time of award of any unpaid rent which had
been earned at the time of the termination, plus (b) the worth at the time of award of the amount
by which the unpaid rent which would have been earned after termination until the time of award
exceeds the amount of rental loss Tenant proves could have been reasonably avoided, plus (c) 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 the amount of rental loss that Tenant proves could be reasonably avoided,
plus (d) all other amounts necessary to compensate Landlord for all the detriment proximately
caused by Tenant’s failure to perform its obligations under this Lease or which, in the ordinary
course of things, would be likely to result therefrom including, but not limited to, any costs or
expenses incurred by Landlord in (i) retaking possession of the Premises, including, but not
limited to, reasonable attorneys’ fees and court costs therefor, (ii) maintaining or preserving the
Premises after any default, or (iii) any other costs necessary or appropriate to relet the
Premises, plus (iv) at Landlord’s election, any 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 subparagraphs (a) and (b) of Section 13.2, the “worth at the time of award”
is computed by allowing interest at the lesser of the Interest Rate and the maximum lawful rate.
As used in subparagraph (c) of Section 13.2, the “worth at the time of award” is computed
by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the
time of award plus one percent (1%).



     13.3 Definition Of Rental. For purposes of this Article 13 only, the term
“rent” or “rental” shall be deemed to be Monthly Rental, Additional Rental and all other sums
required to be paid by Tenant pursuant to the terms of this Lease. All sums, other than Monthly
Rental, shall, for the purpose of calculating any amount due under the provisions of subparagraph
(c) of Section 13.2, be computed on the basis of the average monthly amount accruing during
the immediately preceding sixty (60) month period, except that if it becomes necessary to compute
these sums before the sixty (60) month period has occurred, then these sums shall be computed on
the basis of the average monthly amount accruing during the shorter period.



     13.4 Landlord’s Rights to Cure and Enforcement Costs. Landlord, at any time after an
Event of Default, may cure such default or breach at Tenant’s sole cost. If Landlord, by reason of
Tenant’s default or breach, pays any sum or does any act that requires the payment of any sum, such
sum shall be due immediately from Tenant to Landlord at the time such sum is paid along with
interest on such amount at the Interest Rate, and such amounts constitute Additional rent under
this Lease. On demand, Tenant shall pay Landlord all costs and expenses incurred by Landlord in
connection with collecting any amounts and damages owing by Tenant under this Lease, or to enforce
any provision of this Lease, including reasonable attorneys’ fees, whether or not Landlord
commences any action.



24









 





ARTICLE 14




DEFAULTS BY LANDLORD




     14.1 Landlord’s Liability. If Landlord fails to perform any of its obligations
contained in this Lease within thirty (30) days after written notice from Tenant (or if more than
thirty (30) days shall be required because of the nature of the default, if Landlord shall fail to
commence to cure the default within said thirty (30) days or thereafter fail to diligently
prosecute such cure to completion), then Tenant’s sole and exclusive remedies are to bring an
appropriate action for specific performance against Landlord or to sue Landlord for damages and
Tenant may in no event offset its rent, or perform Landlord’s obligations (except in an emergency
or in accordance with Section 8.3), or deduct any amounts from Tenant’s rental obligations under
this Lease. All of Tenant’s rights and remedies under this Section shall be cumulative. Landlord
and Tenant agree that the provisions of this Section are intended to supersede and replace the
provisions of California Civil Code Sections 1932(1), 1941 and 1942, and accordingly, Tenant hereby
waives the provisions of California Civil Code Sections 1932(1), 1941 and 1942 and/or any similar
or successor law regarding Tenant’s right to terminate this Lease or to make repairs and deduct the
expenses of such repairs from the rent due under this Lease.



     14.2 Cure By Lender. If any part of the Premises is at any time subject to a first
mortgage or a first deed of trust or ground lease, and this Lease or the rentals due from Tenant
hereunder are assigned by Landlord to a mortgagee, trustee or beneficiary or ground lessor
(“Assignee” for purposes of this Article 14 only) and Tenant is given written notice of the
assignment including the mailing address of Assignee, then Tenant shall also give written notice of
any default by Landlord to Assignee, specifying the default in reasonable detail and affording
Assignee a reasonable period of time to cure the default before Tenant exercises any remedy. If
and when Assignee has made performance on behalf of Landlord, the default shall be deemed cured.



ARTICLE 15




SUBORDINATION, ATTORNMENT AND ESTOPPEL CERTIFICATE




     15.1 Subordination, Non-Disturbance, and Attornment. This Lease and Tenant’s rights
under this Lease are subject and subordinate to any mortgage, deed of trust, ground lease, or
underlying lease (and to all renewals, modifications, consolidations, replacements, or extensions
thereof), now or hereafter affecting the Premises, provided that the holder of each such mortgage,
deed of trust, ground lease, or underlying lease (each, a “Lender”) shall not disturb Tenant’s
tenancy so long as no Event of Default occurs. The provisions of this paragraph are
self-operative, and no further instrument of subordination is required. In confirmation of such
subordination, however, Tenant shall, within 10 days after Landlord’s request, execute and deliver
any reasonable instruments that Landlord or any Lender may request to evidence such subordination
(and “SNDA”) so long as the SNDA includes customary non-disturbance protection for Tenant as
included in standard or customary commercially reasonable SNDAs. At Tenant’s request, Landlord
shall diligently seek an SNDA from its Lender(s). Notwithstanding the preceding provisions of this
paragraph, if any Lender elects to have this Lease prior to the lien of its ground lease, deed of
trust, or mortgage, and gives written notice thereof to Tenant, then this Lease is deemed to be
prior to the lien of such ground lease or mortgage and such ground lease, deed of trust, or
mortgage shall be deemed to be subordinate to this Lease, but thereafter if such Lender or lessor
succeeds to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of
foreclosure, termination, or otherwise, then (i) such successor landlord will not be subject to any
offsets or defenses which Tenant might have against Landlord prior to the succession date,
(ii) such successor landlord will not be bound by any prepayment by Tenant of more than one month’s
installment of rent, (iii) such



25









 




successor landlord will not be subject to any liability or
obligation of Landlord except those arising after such succession, (iv) Tenant shall attorn to and
recognize such successor landlord as Tenant’s landlord under this Lease, (v) Tenant shall promptly
execute and deliver any instruments that may be necessary to evidence such attornment, provided the
same is in a commercially reasonable form which includes reasonable non-disturbance language and
(vi) on such attornment, this Lease shall continue in effect as a direct lease between such
successor landlord and Tenant.




     15.2 Estoppel Certificate. Each party agrees, within ten (10) business days’ written
prior notice by the other, to execute, acknowledge and deliver to the other, a statement in writing
in such form as may be reasonably required by either party’s mortgagee or beneficiary or that is
otherwise in a form reasonably requested by the requesting party or substantially conforms to the
attached Exhibit G (“Certificate”). It is intended that any Certificate delivered pursuant
hereto may be relied upon by the requesting party, any prospective tenant, subtenant or assignee of
the Premises, any current or prospective mortgagee or beneficiary, or by any other party who may
reasonably rely on such statement. At the requesting party’s option, the failure to deliver such
Certificate within such time shall be conclusively presumed, and shall constitute a representation
and warranty by the non-requesting party, that (a) this Lease is in full force and effect without
modification, and (b) the requesting party is not in breach of any of its obligations under the
Lease, and (c) Tenant has not paid rent more than 30 days in advance.



ARTICLE 16




LANDLORD’S RIGHT OF ENTRY




     Provided Landlord shall strictly comply with Tenant’s reasonable and non-discriminatory
corporate policies and rules and regulations, Landlord, its agents, contractors, servants and
employees may only enter the interior of the Premises with a Tenant escort (if Tenant makes the
escort reasonably available), after
giving Tenant twenty-four (24) hours’ prior notice (oral, email, or written) and after
Landlord’s good faith efforts to coordinate such entry with Tenant’s on-site management so as to
minimize interference with Tenant’s business operations (except in a case of emergency in which
event Landlord may enter at any time without notice to Tenant) for the following purposes only:
(a) to examine the Premises to confirm Tenant’s compliance with the terms of this Lease and to
serve, post, or keep posted any notices required or allowed under this Lease; (b) to perform any
obligation or exercise any right or remedy of Landlord under this Lease (including, without
limitation, Landlord’s obligations under Article 7 and Article 8 of this Lease);
(c) to perform work necessary to comply with laws, statutes, ordinances, rules or regulations of
any governmental authority or of any insurance underwriter; (d) to show the Premises to prospective
and actual purchasers, investors, brokers, agents, and Lenders and to post appropriate for sale
signs; (e) at any time after an Event of Default, to show the Premises to prospective tenants and
to post appropriate for lease signs; (f) if Tenant does not exercise its Renewal Option(s) in the
manner provided in Section 2.2 above, then Landlord shall have the right during the last
year of the Term then in effect, to show the Premises to prospective tenants and post appropriate
for lease signs; (g) to review Tenant’s Hazardous Materials handling, confirm chemical inventory
list, and otherwise inspect the Premises for Hazardous Materials contamination or potential
contamination, including an environmental audit of the Premises (the costs of which will be borne
by Tenant whenever (i) they reveal any contamination, chemical or environmental irregularities in
violation of Applicable Laws or the Operations Plan), (ii) they follow an Event of Default by
Tenant under this Lease, or (iii) Landlord has not conducted a similar inspection/review at
Tenant’s cost within the preceding 24 months), and (h) to shore the foundations, footings, and
walls of the Project, and to erect scaffolding and protective barricades around and about the
Project and Premises, but not so as to prevent entry to the Premises or to unreasonably interfere
with Tenant’s use or business being conducted in the Premises, and to do any other act or thing
necessary for the safety or preservation of the Premises or Project if any excavation or other
construction



26









 




is undertaken or is about to be undertaken on any adjacent property or nearby street;
provided any such acts do not unreasonably interfere with Tenant’s use of, and access to, the
Premises.




     The nature of Tenant’s business is such that there will be certain areas of the Premises where
confidential items will be kept or experiments may be underway. In light of the foregoing, as a
condition to Landlord’s entry as permitted by this Article 16, Tenant may require Landlord to sign
a reasonable confidentiality agreement and may designate certain areas of the Premises as
temporarily off limits due to the need to preserve the experiments being conducted, and Landlord
will use good faith and diligent efforts not to disrupt any areas so designated. Regardless of
whether Landlord signs a confidentiality agreement, Landlord agrees to use reasonable efforts and
due diligence to maintain all information obtained by an entry in the Premises in strict
confidence.



ARTICLE 17




QUIET ENJOYMENT




     So long as Tenant observes and performs all of the material terms, covenants and conditions of
this Lease to be observed and performed by Tenant, Tenant shall have peaceful and quiet enjoyment
of the Premises against any person claiming by, through or under Landlord.



     Notwithstanding the foregoing, Landlord may (i) temporarily close any of the Common Area to
the extent required in the opinion of Landlord’s legal counsel to prevent a dedication of any of
the Common Area or the accrual of any rights to any person or to the public in and to any portion
of the Common Area, (ii) close, temporarily, any of the Common Area for maintenance purposes, but
only to the extent and for the duration reasonably required to perform such maintenance,
(iii) designate other property outside the
boundaries of the Property to become part of the Common Area and in connection therewith
reconfigure the layout of the parking, access areas, and other Common Area facilities; provided
there is no material increase in cost to Tenant under this Lease except as contemplated by the
Multi-Tenant Provisions, (iv) close off or otherwise utilize portions of the Common Area while
constructing improvements or making repairs or alterations to any portion of the Property or
Adjacent Parcel, as long as Landlord uses reasonable efforts to minimize the time of closure and
its impact on Tenant’s business operations, and (v) make any changes to the Common Area, or any
part of the Property, including changes to improvements, the addition of new buildings or other
improvements, or changes in the location of driveways, entrances, exits, vehicular parking spaces,
or the direction of the flow of traffic (as long as such activities do not materially and adversely
affect Tenant’s use of the Premises). Landlord shall mitigate the consequences of any closure or
reduction of parking areas at Landlord’s expense so that Tenant has reasonable on-site or
reasonable proximate off-site (with shuttle service) parking arrangements during such closure or
reduction (not less than 540 spaces total). Tenant acknowledges and agrees that Landlord may
develop areas within the Property and Adjacent Parcel with new and additional buildings and other
improvements (including Building 3 discussed below) and that the consequence of such development
will likely include inconvenience and disturbance to Tenant and Tenant’s Invitees, including those
resulting from noise, dust, traffic, delays, etc.; provided Landlord will use good faith and
reasonable efforts to minimize any interference with Tenant’s business operations. Tenant agrees
to accept such inconvenience and disturbance and waives any claims against Landlord resulting
therefrom, except to the extent resulting from Landlord’s failure to use good faith efforts to
minimize such interference with Tenant’s business operations. Landlord may from time to time grant
such easements, rights and dedications, and cause the recordation of parcel maps, easement and
operating agreements, and restrictions affecting the Property, except to the extent materially and
adversely affecting Tenant’s use of the Premises. At Landlord’s request, not more frequently than
five times during any 5-year period, Tenant shall participate in Landlord’s meetings with
governmental representatives and staff to help facilitate entitlements and permit approval and
issuance. Tenant shall promptly sign any reasonable



27









 




documents or instruments to accomplish the
foregoing on request by Landlord; provided Tenant will be permitted to make reasonable comments to
such documents.




ARTICLE 18




NOTICES




     All notices, demands, requests or other communications required or permitted hereunder
(collectively, “Notices”) shall be in writing, shall be addressed to the receiving party, with a
copy to such party’s counsel, if any, as provided below in this Section, is deemed duly given to
another party upon: (a) hand delivery to the other party, (b) three business days after the Notice
has been deposited with the United States postal service as first class certified mail, return
receipt requested, postage prepaid, and addressed to the party as set forth below, or (c) the next
business day after the Notice has been deposited with a reputable overnight delivery service,
postage prepaid, addressed to the party as set forth below with next-business-day delivery
guaranteed, provided that the sending party receives a confirmation of delivery from the
delivery-service-provider, (d) when transmitted by facsimile (if electronically confirmed). Each
party shall make a reasonable, good faith effort to ensure that it will accept or receive Notices
to it that are given in accordance with this paragraph. Notice of change of address shall be given
by written notice in the manner detailed in this Section. The providing of copies of Notices to
the parties’ respective counsels is for information only, is not required for valid Notice and does
not alone constitute Notice hereunder.



	 	 	 	 	 
	 

	 	To Landlord:
	 	DMH Campus Investors, LLC
	 

	 	 	 	c/o Veralliance Properties, Inc.
	 

	 	 	 	8910 University Center Lane, Suite 630
	 

	 	 	 	San Diego, California 92122
	 

	 	 	 	Attn: Daniel Ryan
	 

	 	 	 	Phone No.: (858) 643-9101
	 
	 	 	 	 
	 

	 	To Tenant:
	 	12790 El Camino Real
	 

	 	 	 	San Diego, California 92130
	 

	 	 	 	Attn: Chief Financial Officer
	 

	 	 	 	Phone No.: (858) 617-7600
	 
	 	 	 	 
	 

	 	with a copy to:
	 	12790 El Camino Real
	 

	 	 	 	San Diego, California 92130
	 

	 	 	 	Attn: Corporate Secretary
	 

	 	 	 	Phone No.: (858)617-7600






ARTICLE 19




CONSTRUCTION OF ADDITIONAL BUILDING/RIGHT OF FIRST REFUSAL




     19.1 Landlord Construction of Additional Building. Landlord currently intends to
develop an additional building on the Adjacent Parcel (“Building 3”). In the event Landlord does
construct Building 3, the terms and conditions of this Section 19.1 shall apply to such
construction. Building 3 will be constructed in a manner so as to complement the exteriors of the
existing buildings at the Property (other than their roofs) to the extent permitted by Applicable
Law (the “Standard”) and to include all Tenant Special Requirements (described below). Building 3
is deemed to meet the Standard if



28









 




it has substantially similar exterior finishes and materials as
that of the existing buildings on the Land (excluding the roof, which may be substantially
different on Building 3) or if Tenant approves of the exterior finishes for Building 3.




          (a) Landlord will provide Tenant will schematic plans for Building 3 so that Tenant can review
such plans with respect to their compliance with the Standard and to determine what, if any, Tenant
Special Requirements (as described below) will be required. Landlord may continue to submit plans
to Tenant until Landlord receives Tenant’s approval. Within ten (10) business days after Tenant’s
receipt of any plans for Building 3, Tenant shall respond to Landlord in writing by either
approving the plans or disapproving the plans and providing a written statement of the reasons such
plans are not approved (and Tenant’s failure to timely give the written disapproval is deemed its
approval). Tenant may disapprove the plans only if it reasonably determines that they fail to meet
the Standard.




          (b) Additionally, within 10 business days after Landlord provides Tenant with Landlord’s
initial schematic plans for Building 3, Tenant shall give written notice to Landlord of any
specific laboratory programming requirements that Tenant wishes to impose on Building 3 (including
the parameters of each requirement and the amount of square footage within Building 3 to which such
special requirement applies) as to additional clear heights, additional floor loading, special
mechanical connection planning, or the inclusion or addition of a freight elevator (“Tenant Special
Requirements”). Failure of Tenant to timely provide such notice is deemed to mean that there are
no Tenant Special Requirements.
After receiving the notice of Tenant Special Requirements, Landlord shall provide Tenant with
an estimate of the additional design and construction costs to Building 3 resulting from the Tenant
Special Requirements. Within 10 business days after Tenant’s receipt of the estimate, Tenant
shall either (i) deposit the amount of such estimate with Landlord (the “Special Requirements
Deposit”), in which case Tenant shall pay all increased costs and expenses incurred in connection
with Building 3 resulting from the Tenant Special Requirements, including direct, indirect and
consequential costs and expenses (the “Special Requirements Costs”), which are to be funded from
the Special Requirements Deposit, or (ii) rescind in part or its entirety its notice of the Tenant
Special Requirements, in which case there will be no Tenant Special Requirements (and immediately
on demand, Tenant shall reimburse Landlord for all costs it incurred in connection with
re-designing its plans to incorporate the Tenant Special Requirements and obtain the cost
estimate). If Landlord reasonably determines at any time that the actual Special Requirements
Costs exceed or will exceed the amount previously anticipated, Tenant shall immediately pay
Landlord the difference promptly after such determination. If as of final completion of Building 3
the actual Special Requirements Costs are less than the Special Requirements Deposit, Landlord
shall promptly return the difference to Tenant.




          (c) Once Tenant has approved the plans for Building 3, material changes in the aspects of the
plans affecting the Standard or deviating from the Tenant Special Needs require Tenant’s approval
(in accordance with the procedures of this Section 19.1). During all phases of the construction of
Building 3, Landlord will use its commercially reasonable efforts to minimize interference with
Tenant’s use of the Premises and the conduct of Tenant’s business, including taking reasonable
steps to minimize noise, dust and debris. Landlord will use primarily (over 95% of the time) the
south driveway for all construction activities and will not park in the surface parking areas for
the Property without Tenant’s prior reasonable consent thereto. Landlord will cooperate with
Tenant to resolve any construction-related interference issues as they arise.




          (d) Landlord shall maintain the Adjacent Parcel and the Property as separate legal parcels (in
accordance with the California Subdivision Map Act) at all times prior to the expiration of
Tenant’s Purchase Options pursuant to Article 21 below.




29









 








     19.2 Right of First Refusal to Lease Building 3. Landlord hereby grants to the
Tenant or any Permitted Assignee, during the initial Lease Term and any extensions thereof, a right
of first refusal with respect to all or any portion of the space in Building 3 (collectively, the
"First Refusal Space”). Notwithstanding the foregoing, such first refusal right shall continue
only until twenty four (24) months after substantial completion of construction of Building 3,
including the issuance of a temporary certificate of occupancy or its equivalent (such substantial
completion being the “Building 3 Completion Date”). In the event Building 3 is a multi-tenant
building, Tenant’s right of first refusal shall continue as to any portion of Building 3 which has
not been leased, until such time as all of the rentable space in Building 3 has been leased (or the
earlier expiration of the 24-month period [the “ROFR Expiration”]). If this Lease terminates
because Tenant acquires the Premises in accordance with its Property Purchase Option under Article
21 below, Landlord and Tenant shall cause an Option to be executed and recorded against the
Adjacent Parcel maintaining Tenant’s rights under this Section 19.2 (but any other termination of
this Lease automatically voids this Article 19 entirely). Tenant rights under Sections 19.1 and
19.2 automatically terminate and become void if (a) three times in any 18-month period tenant
commits a monetary default for which Landlord gives a notice regarding such default (regardless of
whether or not the default is subsequently cured), or (b) Tenant assigns or subleases more than 50%
of the rentable square feet of the Premises other than to a Permitted Assignee.



          (a) Until the ROFR Expiration, Landlord shall notify Tenant in writing (the “First Refusal
Notice”) from time to time when Landlord receives or gives a proposal that Landlord would consider
for all or any portion of the First Refusal Space. The First Refusal Notice shall describe the
space which is the subject of the proposal and shall set forth the terms and conditions (including
the proposed lease term) set forth in the proposal (collectively, the “Terms”). Notwithstanding
the foregoing, Landlord’s obligation to deliver the First Refusal Notice shall not apply during the
last twelve (12) months of the Lease Term or first Renewal Term unless Tenant has delivered an
Extension Notice pursuant to Section 2.2 of this Lease.




          (b) If Tenant wishes to exercise Tenant’s right of first refusal with respect to the space
described in the First Refusal Notice, then within five (5) business days after receipt of the
First Refusal Notice by Tenant (the “Election Date”), Tenant shall deliver written notice to
Landlord (“Tenant’s Election Notice”) pursuant to which Tenant shall elect either to (i) lease the
entire space described in the First Refusal Notice upon the Terms set forth in the First Refusal
Notice, or (ii) refuse to lease such space identified in the First Refusal Notice, in which event
Landlord may lease such space to any person or entity on any terms Landlord desires and Tenant’s
right of first refusal with respect to the First Refusal Space specified in Landlord’s First
Refusal Notice shall thereupon terminate and be of no further force or effect (provided that in the
event either (A) the Terms are altered so as to reduce the Net Effective Rental Rate (as defined
below) by more than five percent (5%) of the Net Effective Rental Rate listed in the Terms offered
to Tenant, or (B) Landlord fails to enter into a lease for all or a part of the First Refusal Space
with a third party within six (6) months after the Election Date, then Landlord will again be
obligated to offer the First Refusal Space to Tenant before leasing it to a third party and Tenant
will have three (3) business days to deliver Tenant’s Election Notice as set forth above). The
term “Net Effective Rental Rate” shall mean the rental rate, as adjusted to reflect the value of
any free rent, tenant improvement allowance or similar monetary concessions contained in the First
Refusal Notice. If Landlord does not receive a response from Tenant in writing to Landlord’s First
Refusal Notice by the Election Date, Tenant shall be deemed to have elected the option described in
clause (ii) above. Notwithstanding anything herein to the contrary, Tenant may only exercise its
right of first refusal with respect to all of the space described in the First Refusal Notice, and
not a portion thereof. Upon request of Landlord, Tenant will also supply any reasonable financial
information regarding Tenant reasonably requested by Landlord which is not available by public
means (e.g., the internet).




30









 








          (c) If Tenant timely exercises Tenant’s right to lease the First Refusal Space as set forth
herein, this Lease automatically will be amended to incorporate the Terms of the First Refusal
Notice as to the First Refusal Space and Landlord and Tenant shall execute an instrument
acknowledging and incorporating into this Lease the Terms applicable to such First Refusal Space
and, within 10 business days after Tenant’s Election Notice, Tenant shall cause the sum of the
unexpended portion of the Security Deposit plus the balance of the Letter of Credit to equal nine
times the total Monthly Rental for the Premises (including the First Refusal Space) as of the dates
the first nine Monthly Rental payments would be due on the First Refusal Space and to
proportionately increase any Additional Security as required under Section 4.7(b).




          (d) Subject to Section 19.2 above, the right of first refusal granted herein shall terminate
as to the First Refusal Space (either all of the First Refusal Space if included in the First
Refusal Notice or the portion of the First Refusal Space included in the First Refusal Notice, as
the case may be) upon the failure by Tenant to exercise its right of first refusal with respect to
such First Refusal Space as offered by Landlord in the First Refusal Notice but shall remain in
effect for any portion of the First Refusal Space not contained in the First Refusal Notice until
the ROFR Expiration.




     19.3 Multi-Tenant Provisions Due to Construction of Building 3. In the event
Building 3 is constructed, if Tenant is not the sole and exclusive tenant of Building 3, then the
Multi-Tenant Provisions of the attached Exhibit C will apply.



ARTICLE 20




MISCELLANEOUS




     20.1 Waiver. Any waiver by either party of a breach by the other party of a term,
covenant or condition of this Lease shall not be construed as a waiver of a subsequent breach of
the same term, covenant or condition. The consent or approval by either party to anything
requiring such party’s consent or approval shall not be deemed a waiver of such party’s right to
withhold consent or approval of any subsequent similar act. No breach of a term, covenant or
condition of this Lease shall be deemed to have been waived by the other party unless the waiver is
in writing and is signed by such party. Any waiver by a party of any default must be in writing
and does not constitute a waiver of any other default concerning the same or any other provision of
this Lease. No delay or omission in the exercise of any right or remedy of either party in the
event of any default by the other party shall impair such right or remedy or be construed as a
waiver by the non-defaulting party. The receipt and acceptance by Landlord of delinquent rent does
not constitute a waiver of any default other than the particular rent payment accepted. Landlord’s
receipt and acceptance from Tenant, on any date (the “Receipt Date”), of an amount less than the
amount due on such Receipt Date, or to become due at a later date but applicable to a period before
the Receipt Date, does not release Tenant of its obligation (i) to pay the full amount due on such
Receipt Date or (ii) to pay when due the full amount to become due at a later date but applicable
to a period before such Receipt Date. No act or conduct of Landlord, including the acceptance of
the keys to the Premises, constitutes an acceptance by Landlord of the surrender of the Premises by
Tenant before the Expiration Date. Only a written notice from Landlord to Tenant stating
Landlord’s election to terminate Tenant’s right to possession of the Premises constitutes
acceptance of the surrender of the Premises and accomplishes a termination of this Lease, except
that no such written notice will be required upon the expiration of this Lease in accordance with
its terms. Landlord’s consent to or approval of any act by Tenant requiring Landlord’s consent or
approval may not be deemed to waive or render unnecessary Landlord’s consent to or approval of any
other or subsequent act by Tenant. Tenant represents and warrants that if Tenant breaches this
Lease and, as a result, this Lease is terminated, Tenant will not suffer any undue hardship as a
result of the termination and, during the Term, will make such alternative or other contingency
plans to provide for its vacation of the Premises and relocation in the event of such



31









 




termination,
and Tenant waives any rights granted to Tenant under California Code of Civil Procedure
Section 1179, California Civil Code Section 3275, and any successor statute(s). Tenant
acknowledges that Tenant’s waivers set forth in this paragraph are a material part of the
consideration for Landlord’s entering into this Lease and that Landlord would not have entered into
this Lease in the absence of such waivers.




     20.2 Rights Cumulative. Except as expressly provided herein to the contrary, the
respective rights and remedies of the parties specified in this Lease shall be cumulative and in
addition to any rights and remedies not specified in this Lease.



     20.3 Entire Agreement. It is understood that there are no oral or written agreements
or representations between the parties hereto relating to the lease of the Premises from Landlord
to Tenant and this Lease supersedes and cancels any and all previous negotiations, arrangements,
representations, brochures, agreements and understandings, if any, between Landlord and Tenant
relating to the leasing of the Premises from Landlord to Tenant (but this Lease does not diminish
any surviving representations,
warranties, or covenants in the purchase agreement or related documents in connection with
sale by Tenant to Landlord of the Property and Adjacent Parcel).



     20.4 Amendments In Writing. No provision of this Lease may be amended except by an
agreement in writing signed by Landlord and Tenant.



     20.5 No Principal/Agent Relationship. Nothing contained in this Lease shall be
construed as creating the relationship of principal and agent or of partnership or joint venture
between Landlord and Tenant.



     20.6 Laws Of California To Govern. This Lease is entered into and to be performed
entirely within the State of California and shall be governed by and construed in accordance with
the laws, statutes, rules and regulations of the State of California without giving effect to the
choice of law provisions thereof.



     20.7 Severability. If any provision of this Lease or the application of such
provision to any person, entity or circumstance is found invalid or unenforceable by a court of
competent jurisdiction, such provision shall be enforced to the fullest extent permitted by law,
such determination shall not affect the other provisions of this Lease, and all other provisions of
this Lease shall be deemed valid and enforceable.



     20.8 Successors. Subject to the limitations on transfer set forth in this Lease, all
rights and obligations of Landlord and Tenant under this Lease shall extend to and bind the
respective heirs, executors, administrators and the permitted concessionaires, successors,
subtenants and assignees of the parties.



     20.9 Time Of The Essence. Time is of the essence of all provisions of this Lease.



     20.10 Warranty Of Authority. If either Tenant or Landlord is a corporation, limited
liability company or partnership, each party hereto on behalf of the corporation, limited liability
company or partnership represents and warrants that the persons signing this Lease are duly
authorized to execute and deliver this Lease on behalf of the corporation, limited liability
company or partnership and that this Lease is binding upon the corporation, limited liability
company or partnership.



     20.11 Mortgage Changes. Tenant shall not unreasonably withhold its consent to
changes or amendments to this Lease requested by the holder of a mortgage or deed of trust or such
similar



32









 




financing instrument encumbering Landlord’s fee interest in the Premises so long as such
changes do not alter the economic terms of this Lease, or materially diminish the rights or
materially increase the obligations of Tenant.




     20.12 No Brokerage Commissions. Tenant and Landlord each represent and warrant to
the other party that no broker or finder can properly claim a right to a commission or finder’s fee
based upon contacts between the claimant and the warranting party with respect to the leasing
(including renewals) of the Premises, including with respect to Phase III Properties because it
shall be paid a commission in connection with the sale upon which this Lease is predicated. Tenant
and Landlord shall indemnify, defend and hold each other harmless from and against any loss, cost
or expense, including, but not limited to, attorneys’ fees and court costs, resulting from any
claim for a fee or commission by any other broker or finder in connection with the Premises and
this Lease resulting from the indemnifying party’s actions.



     20.13 Recording. At the request of Tenant, Landlord shall execute a short form
memorandum of this Lease for recording in the Official Records of San Diego County, California.
Tenant shall execute and deliver to Landlord on the Expiration Date or earlier termination of this
Lease, promptly on Landlord’s request, a notice of termination of lease and revocation of options
to purchase the Property and Adjacent Parcel (except to the extent of Tenant’s ownership interest
if Tenant purchased the Property or Adjacent Parcel under its Purchase Options), in recordable
form.



     20.14 Transfer Of Landlord’s Interest. Should Landlord sell, exchange or assign this
Lease (other than a conditional assignment as security for a loan), then Landlord, as transferor,
shall be relieved of any and all obligations on the part of Landlord accruing under this Lease from
and after the date of such transfer provided that Landlord’s successor in interest shall assume
such obligations from and after such date. Landlord shall not be relieved of liability for any
obligations accruing prior to the date of such transfer, unless such liability is assumed by such
successor.



     20.15 Personal Property. Upon the expiration or earlier termination of the Term,
Tenant shall, at its sole cost and expense, remove from the Premises all of Tenant’s owned trade
fixtures, furniture, equipment, signs, and other personal property, however installed, affixed of
attached to the Premises, and repair any damage occasioned to the Premises by reason of such
removal. Tenant may encumber or finance its trade fixtures, furniture, equipment and other
personal property installed or placed in the Premises, and no such encumbrance or financing shall
be deemed an Assignment, provided such encumbrance or financing creates a security interest in such
personal property only, and confers no interest in the Premises. The property at the Premises
listed on the attached Exhibit H is property of Landlord and must remain at the Property at
the expiration or earlier termination of the Term in the same condition as is required under this
Lease for the balance of the Premises (but will reconvey to Tenant in connection with the exercise
of its Purchase Option).



     20.16 Force Majeure. Any prevention, delay or stoppage due to strikes, lockouts,
labor disputes (other than with the employees of Landlord or Tenant), acts of God, inability to
obtain labor or materials or reasonable substitutes therefor, enemy or hostile governmental action,
civil commotion, fire or other casualty, and other causes (except financial) beyond the reasonable
control of the party obligated to perform, shall excuse the performance by that party for a period
equal to the prevention, delay or stoppage, except the obligations imposed with regard to Monthly
Rental and Additional Rental to be paid by Tenant pursuant to this Lease.



     20.17 Termination And Holding Over. This Lease shall terminate without further
notice upon the expiration of the Term. Upon the expiration or earlier termination of the Term,
Tenant shall peaceably and quietly surrender the Premises in the good condition and repair,
reasonable wear and tear, any damage to the Premises which Tenant is not required to repair
pursuant to Article 12, condemnation



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and Alterations not required to be removed pursuant to
this Lease excepted. Tenant shall repair all damage to the Premises caused by Tenant’s removal of
Tenant’s personal property, trade fixtures, equipment, Alterations and any Signage. Tenant shall
patch and refinish, to Landlord’s reasonable satisfaction, all additional penetrations made by
Tenant or its employees to the floor, walls or ceiling of the Premises, whether such penetrations
were made with Landlord’s approval or not. If the Premises are not surrendered to Landlord in the
condition required by this Section at the expiration or sooner termination of this Lease, Landlord
may, at Tenant’s expense, so remove Tenant’s signs, property and/or improvements not so removed (if
required to be removed pursuant to this Lease) and make such repairs and replacements not so made
or hire, at Tenant’s expense, independent contractors to perform such work. Landlord may elect to
retain or dispose of in any manner any Alterations or Tenant’s personal property that Tenant does
not remove from the Property on or before the Expiration Date or earlier termination of this Lease
as required
by this Lease by giving written notice to Tenant. Any such Alterations or property that
Landlord elects to retain or dispose of will vest in Landlord immediately on notice to Tenant.
Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord’s
retention or disposition of any such Alterations or property. Tenant is liable to Landlord for
Landlord’s costs for storing, removing or disposing of any such Alterations or personal property.
Tenant shall be liable to Landlord for all reasonable costs incurred by Landlord in returning the
Premises to the required condition, together with interest on all costs so incurred from the date
paid by Landlord at the Interest Rate until paid. Tenant shall pay to Landlord the amount of all
such costs so incurred plus such interest thereon, within 10 days after Landlord’s billing Tenant
for same, together with reasonable evidence of payment thereof (or, at Landlord’s election,
Landlord may apply the Security Deposit to such expenses). Should Tenant hold over in the Premises
beyond the expiration or earlier termination of this Lease, the holding over shall not constitute a
renewal or extension of this Lease or give Tenant any rights under this Lease. In such event,
Monthly Rental shall be an amount equal to one hundred twenty-five percent (125%) of the Monthly
Rental which was payable by Tenant during the month immediately preceding the expiration or earlier
termination of this Lease. Acceptance by Landlord of any Monthly Rental or Additional Rental after
the expiration or earlier termination of this Lease shall not constitute a consent to a holdover
hereunder, constitute acceptance of Tenant as a tenant at will, or result in a renewal of this
Lease. If Landlord provides Tenant with at least thirty (30) days prior written notice that
Landlord has a signed proposal or lease from a succeeding tenant to lease the Premises, and if
Tenant fails to surrender the Premises upon the later of (i) the date of expiration of such thirty
(30) day period, or (ii) the Expiration Date or earlier termination of this Lease, Tenant shall
indemnify Landlord against all actions, liabilities, damages, losses, costs, expenses, attorneys’
fees and claims resulting from such failure, including any claim for damages made by a succeeding
tenant.




     20.18 Attorneys’ Fees And Processing Charges. In the event that, at any time after
the date of this Lease, either Landlord or Tenant shall institute any action or proceeding against
the other relating to the provisions of this Lease or any default hereunder, the party not
prevailing in such action or proceeding shall reimburse the prevailing party for its actual
attorneys’ fees, and all fees, costs and expenses incurred in connection with such action or
proceeding, including, but not limited to, any post-judgment fees, costs or expenses incurred on
any appeal or in collection of any judgment and any fees, costs or expenses incurred in appearing
in any bankruptcy proceeding.



     20.19 Hazardous Materials.



          (a) For purposes of this Lease, the following definitions shall apply: “Hazardous Material(s)
” shall mean any solid, liquid or gaseous substance or material that is described or characterized
as a toxic or hazardous substance, waste, material, pollutant, contaminant or infectious waste, or
any matter that in certain specified quantities would be injurious to the public health or welfare,
or words of similar import, in any of the “Environmental Laws,” as that term is defined below, or
any other words which are intended to define, list or classify substances by reason of deleterious
properties




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such as ignitability, corrosivity, reactivity, carcinogenicity, toxicity or reproductive
toxicity and includes, without limitation, asbestos, petroleum (including crude oil or any fraction
thereof, natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel,
or any mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon
gas, nuclear or radioactive matter, medical waste, soot, vapors, fumes, acids, alkalis, chemicals,
microbial matters (such as molds, fungi or other bacterial matters), biological agents and
chemicals which may cause adverse health effects, including but not limited to, cancers and /or
toxicity. “Environmental Laws” shall mean any and all federal, state, local or quasi-governmental
laws (whether under common law, statute or otherwise), ordinances, decrees, codes, rulings, awards,
rules, regulations or guidance or policy documents now or hereafter enacted or promulgated and as
amended from time to time, in any way relating to (i) the protection of the environment, the health
and
safety of persons (including employees), property or the public welfare from actual or
potential release, discharge, escape or emission (whether past or present) of any Hazardous
Materials or (ii) the manufacture, processing, distribution, use, treatment, storage, disposal,
transport or handling of any Hazardous Materials.




          (b) Tenant shall not sell, use, or store in or around the Premises any Hazardous Materials,
except if stored, properly packaged and labeled, disposed of and used in accordance with applicable
Environmental Laws and the Operations Plan. In addition, Tenant agrees that it: (i) shall not
cause or suffer to occur, the release, discharge, escape or emission of any Hazardous Materials at,
upon, under or within the Premises or any contiguous or adjacent premises; (ii) shall not engage in
activities at the Premises in violation of Environmental Laws; (iii) shall notify Landlord promptly
following receipt of any knowledge with respect to any actual release, discharge, escape or
emission (whether past or present) of any Hazardous Materials at, upon, under or within the
Premises; and (iv) shall promptly forward to Landlord copies of all orders, notices, permits,
applications and other communications and reports received by Tenant in connection with any
release, discharge, escape or emission of any Hazardous Materials at, upon, under or within the
Premises or any contiguous or adjacent premises. However, notwithstanding the preceding
restrictions, Landlord agrees that Tenant may use, store and properly dispose of commonly available
household cleaners and chemicals to maintain the Premises and Tenant’s routine office operations
(such as printer toner and copier toner) and the items permitted by Section 29.19(c) below
(hereinafter the “Permitted Chemicals”). Landlord and Tenant acknowledge that any or all of the
Permitted Chemicals described in this paragraph may constitute Hazardous Materials. However,
Tenant may use, store and dispose of same, provided that in doing so, Tenant fully complies with
all Environmental Laws and the Operations Plan.




          (c) Tenant will (i) obtain and maintain in full force and effect all Environmental Permits (as
defined below) that may be required from time to time under any Environmental Laws applicable to
Tenant or the Premises and (ii) be and remain in compliance with all terms and conditions of all
such Environmental Permits and with all other Environmental Laws. “Environmental Permits” means,
collectively, any and all permits, consents, licenses, approvals and registrations of any nature at
any time required pursuant to, or in order to comply with any Environmental Law. Upon the
expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises
and the Property, at its sole cost and expense, any and all Hazardous Materials, including any
equipment or systems containing Hazardous Materials, which are installed, brought upon, stored,
used, generated or released upon, in, under or about the Premises (or any Common Area if caused by
Tenant or Tenant’s Invitees). Nothing in this Lease shall impose any liability on Tenant for any
Hazardous Materials that have migrated to the Property from adjacent land except to the extent
caused by Tenant or Tenant’s Invitees. Tenant agrees to indemnify, defend, protect and hold
Landlord harmless from and against any and all claims, actions, administrative proceedings
(including informal proceedings), judgments, damages, punitive damages, penalties, fines, costs,
liabilities, interest or losses, including reasonable attorneys’ fees and expenses, consultant
fees, and expert fees, together with all other costs and expenses of any kind or nature, that arise
during or after the Term directly or indirectly from or in connection with the presence or




35









 







release
of any Hazardous Materials in or into the air, soil, surface water or groundwater at, on, about,
under or within the Premises or the Property or any portion thereof caused by Tenant or Tenant’s
Invitees before the later of termination of this Lease and the complete vacation of the Property by
Tenant and all Tenant’s Invitees. Notwithstanding the foregoing, unless caused by Tenant or
Tenant’s Invitee, Tenant shall not have any responsibility or liability for any migration of
Hazardous Materials onto the Premises or the Property. Landlord shall reimburse Tenant for any
amounts incurred by Tenant under this Section 20.19 to the extent Landlord receives
insurance proceeds therefor. Tenant’s obligations under this Section 20.19 shall survive
the expiration or earlier termination of this Lease.




          (d) At the expiration of earlier termination of this Lease, Tenant shall apply for and obtain
from appropriate regulatory authorities (including any applicable fire department or regional water
quality control board), all permits, approvals and clearances necessary for the closure of the
Premises to the extent required by applicable Environmental Laws, and shall take all other actions
as may be required to complete the closure of the Premises to the extent required by applicable
Environmental Laws. In addition, prior to vacating the Premises, Tenant shall undertake and submit
to Landlord an Environmental Site Assessment meeting the requirements of the attached Exhibit
I (“Phase I Report”) from an environmental consulting company reasonably acceptable to
Landlord, which Phase I Report shall evidence Tenant’s compliance with this Section 20.19.




          (e) Landlord shall be responsible for any Hazardous Materials located on or about the Project
or Property to the extent caused by Landlord’s gross negligence or willful misconduct. Landlord
agrees to indemnify, defend, protect and hold Tenant harmless from and against any and all claims,
actions, administrative proceedings (including informal proceedings), judgments, damages, punitive
damages, penalties, fines, costs, liabilities, interest or losses, including reasonable attorneys’
fees and expenses, consultant fees, and expert fees, together with all other costs and expenses of
any kind or nature, that arise during or after the Term directly or indirectly from or in
connection with the presence or release of any Hazardous Materials in or into the air, soil,
surface water or groundwater at, on, about, under or within the Project or the Property or any
portion thereof to the extent caused by Landlord’s gross negligence or willful misconduct. Tenant
shall reimburse Landlord for any amounts incurred by Tenant under this Section 20.19 to the
extent Tenant receives insurance proceeds therefor. Landlord’s obligations under this
Section 20.19 shall survive the expiration or earlier termination of this Lease.




     20.20 Waiver of Jury Trial. IN ANY ACTION OR PROCEEDING ARISING HEREFROM, LANDLORD
AND TENANT HEREBY CONSENT TO (I) THE JURISDICTION OF ANY COMPETENT COURT WITHIN THE STATE OF
CALIFORNIA, (II) SERVICE OF PROCESS BY ANY MEANS AUTHORIZED BY CALIFORNIA LAW, AND (III) IN THE
INTEREST OF SAVING TIME AND EXPENSE, TRIAL WITHOUT A JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM
BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER OR THEIR SUCCESSORS IN RESPECT OF ANY
MATTER ARISING OUT OF OR IN CONNECTION WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT,
TENANT’S USE OR OCCUPANCY OF THE PREMISES, AND/OR ANY CLAIM FOR INJURY OR DAMAGE, OR ANY EMERGENCY
OR STATUTORY REMEDY.



     20.21 Limitation On Landlord’s Liability. The liability of Landlord (as defined in
Section 11.5(a) above) to Tenant for any default by Landlord under this Lease or arising in
connection herewith or with Landlord’s operation, management, leasing, repair, renovation,
alteration or any other matter relating to the Property or the Premises shall be limited solely and
exclusively to an amount which is equal to the net interest of Landlord (following payment of any
outstanding liens and/or mortgages, whether attributable to sales or insurance proceeds or
otherwise) in the Project (including any insurance or rental proceeds which Landlord receives).
Tenant’s rights to pursue Landlord’s interest in the Property arise only after a judgment is
entered in the applicable tribunal against Landlord. Landlord shall not have



36









 




any personal
liability therefor, and Tenant hereby expressly waives and releases such personal liability on
behalf of itself and all persons claiming by, through or under Tenant. The limitations of
liability contained in this Section 20.22 shall inure to the benefit of Landlord’s present
and future partners, beneficiaries, officers, directors, trustees, shareholders, agents and
employees, and their respective partners, heirs, successors and assigns. Under no circumstances
shall any present or future partner or member of Landlord (if Landlord is a partnership or limited
liability company), or trustee or beneficiary (if Landlord or any
partner of Landlord is a trust), have any liability for the performance of Landlord’s
obligations under this Lease.




     20.22 Ofac Compliance. Landlord and Tenant represent and warrant that to their
actual knowledge, all persons and entities owning more than a 25% controlling interest in such
party are not, and shall not become, a person or entity with whom either party is restricted from
doing business with under regulations of the Office of Foreign Asset Control (“OFAC”) of the
Department of the Treasury (including, but not limited to, those named on OFAC’s Specially
Designated and Blocked Persons list) or under any statute, executive order (including, but no
limited to, the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions
with Persons Who Commit, Threaten to Commit, or Support Terrorism), or other governmental action.



     20.23 Counterparts. This Lease may be executed in counterparts with the same effect
as if both parties hereto had executed the same document. Both counterparts shall be construed
together and shall constitute a single lease.



     20.24 No Security Measures. Tenant acknowledges (i) that the Monthly Rental does not
include the cost of any security measures for any portion of the Property (ii) that Landlord has no
obligation to provide any security measures, and that if Landlord does provide security, it has no
obligation to continue doing so, (iii) that Landlord has made no representation to Tenant regarding
the safety or security of the Premises or Project, and (iv) that Tenant is solely responsible for
providing any security it deems necessary to protect itself, its property, and Tenant’s Invitees
in, on, or about the Property. Landlord has no duty to warn Tenant of any criminal acts or
dangerous conduct that has occurred in or near the Property, regardless of Landlord’s knowledge of
such crimes or conduct.



     20.25 Financial Statements. On or before the 45th day after each calendar
quarter, Tenant shall furnish to Landlord financial statements for Tenant (and any Guarantor)
reflecting Tenant’s (and the Guarantor’s) then current financial condition. Such financial
statements must include a current balance sheet and a profit and loss statement covering the most
recent quarter (and the preceding calendar year with respect to the February 15 reporting) and be
certified by Tenant’s (and Guarantor’s) CEO or CFO on behalf of Tenant in their corporate capacity.
Tenant shall cooperate with any efforts by Landlord to obtain private credit ratings for Tenant.
The requirements of this Section 20.25 do not apply to any entity while its stock is
publicly-traded on a U.S. national stock exchange and is a reporting company with the U. S.
Securities Exchange Commission.



     20.26. Status Protection. Notwithstanding anything to the contrary in this Lease,
no Assignment may be made or service rendered under this Lease in a manner that (i) the rental or
other amounts to be paid to Landlord would be based, in whole or in part, on the income or profits
derived by the business activities of Tenant or any proposed Assignee or any other person; (ii)
would result in Landlord rendering any services to Tenant or any proposed Assignee on account of
any payments made to Landlord to the extent that income from such services would reasonably be
expected to constitute “impermissible tenant service income” within the meaning of Section
856(d)(7) of the Internal Revenue Code (the “Code”); (iii) would result in Landlord owning an
interest in Tenant or any proposed Assignee, directly or indirectly (by applying constructive
ownership rules set forth in Section 856(d)(5) of the Code); or (iv) could cause any portion of the
amounts received by Landlord under this Lease to fail to



37









 




qualify as “rents from real property”
within the meaning of Section 856(d) of the 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 Code. As provided above, it is intended that all rent payable by Tenant to
Landlord, which includes all sums, charges, or amounts of whatever nature to be paid by Tenant to
Landlord in
accordance with the provisions of this Lease, shall qualify as “rents from real property’
within the meaning of both Sections 512(b)(3) and 856(d) of the Code and the regulations
promulgated under the Code.  If Landlord, in its reasonable discretion, determines that there is
any risk that all or part of any rent shall not qualify as “rents from real property” for the
purposes of Sections 512(b)(3) or 856(d) of the Code or the regulations promulgated under the Code,
Tenant agrees to cooperate with Landlord by entering into such amendment or amendments to this
Lease as Landlord deems necessary to qualify all rent as “rents from real property;” provided,
however, that any adjustments required under this section shall be made so as to produce the
equivalent (in economic terms) rent as payable before the adjustment and may not result in any
material increase in Tenant’s obligations under this Lease. Nothing in this Section 20.26 may be
construed to permit a termination of this Lease.




ARTICLE 21




PURCHASE OPTIONS




     21.1 So long as Neurocrine Biosciences, Inc. or a Permitted Assignee is the Tenant hereunder
as of the date of the exercise of the options granted herein, and subject to the conditions set
forth below, Tenant shall have the options to purchase the Property, Building 3 and the Adjacent
Parcel from Landlord subject to the terms and conditions of this Article 21 (collectively, the
“Purchase Options”). The Purchase Options shall be effective as of the Effective Date of this
Lease, but Tenant’s right to exercise the Purchase Options shall be effective only on the dates set
forth in this Article 21. References in this Article 21 to a particular numbered month of the Term
means the calendar month determined by counting from the first full calendar month after the
Commencement Date. (For example, if the Commencement Date occurs in December 2007, the first month
of the Term would be the calendar month of January 2008).



     21.2 Property Purchase Option. Tenant may only exercise the Purchase Option as to the
Property (the “Property Purchase Option”) between the first day of the forty-second
(42nd) full month of the Term and 5:00 p.m. local time at the Property on the date which
is thirty (30) days thereafter (“Property Purchase Option Period”). Provided Tenant requests such
a determination at least thirty days in advance, Landlord will provide Tenant with copies of any
loan documents pertaining to the Property together with estimated calculations of any prepayment
penalties or assumption fees relating to any existing loan documents on or before the first day of
the forty-first (41st) full month of the Term.



          (a) Method of Exercise. Tenant may exercise the Property Purchase Option only by
giving Landlord written notice (“Notice of Exercise of Purchase Option”) at the address and in the
manner set forth in Article 18 hereof during the Property Purchase Option Period set forth above,
along with a completed purchase agreement executed by Tenant in the form attached as Exhibit
J hereto (“Purchase Agreement”), which shall govern the purchase of the Property by Tenant.
Within thirty days after delivery of the Notice of Exercise of Purchase Option, Tenant shall
deliver a $2 million deposit to First American Title Company, as escrow holder. Escrow will be
opened promptly after the Notice of Exercise of Purchase Option is delivered by Landlord counter
signing the Purchase Agreement and depositing a copy of the signed Purchase Agreement with the
escrow holder. The close of escrow for the Property Purchase Option shall occur on the last day of
the forty-eighth (48th) full month of the Lease Term. In the event Tenant exercises the
Property Purchase Option, the Lease Term applicable to the property which is the subject of the
Purchase Option shall continue for all purposes until the close of



38









 




escrow (and if the Premises have
been expanded to include any portion of Building 3, then on the close of escrow for the Property,
the portion of the Premises within the Property will be removed from the Premises)..




          (b) Purchase Price. Upon exercise of the Property Purchase Option by Tenant, but
subject to Paragraph 21.5 below, Landlord agrees to sell the Property to Tenant at a purchase price
(“Option Purchase Price”) equal to the greater of (i) the Fair Market Value of the Property based
on a normal sale considering, with respect to the building at 12790 El Camino Real, other similar
first class office properties in the Del Mar Heights submarket of San Diego County, and with
respect to the building at 12780 El Camino Real, other similar first class office/lab properties in
the Torrey Pines, Sorrento Mesa, and UTC submarkets of San Diego County, but based on the
hypothetical assumption that this Lease remains in place for purposes of such valuation, and (ii)
the value of the Property determined by dividing the total Monthly Rental payable by Tenant to
Landlord under this Lease for month forty-three (43) though month fifty four (54) of the Term by
6.75%.




     21.3 Adjacent Parcel/Building 3 Purchase Options.


          (a) Adjacent Parcel. Tenant may only exercise the Purchase Option as to the Adjacent
Parcel (the “Adjacent Parcel Purchase Option”) in the event Building 3 is not constructed or under
construction (Building 3 shall be deemed to be under construction in the event any items of
physical preparation for construction have occurred, e.g., grading of the site) during the Property
Purchase Option Period (“Adjacent Parcel Purchase Option Period”). Provided Tenant requests such a
determination at least thirty days in advance, Landlord will provide Tenant with copies of any loan
documents pertaining to the Property together with estimated calculations of any prepayment
penalties or assumption fees relating to any existing loan documents on or before the first day of
the forty-first (41st) full month of the Term.



          (b) Building 3. Tenant may only exercise its Purchase Option as to Building 3 and the
Adjacent Parcel (the “Building 3 Purchase Option”) during the Property Purchase Option Period (the
“Building 3 Purchase Option Period”), and only if as of the date of the Notice of Purchase Option
under this Section 21.3, Building 3 is constructed or under construction (which shall be deemed to
mean that any items of physical preparation for construction have occurred, e.g., grading of the
site) during the Property Purchase Option Period. Provided Tenant requests such a determination at
least thirty days in advance, Landlord will provide Tenant with copies of any loan documents
pertaining to the Property together with estimated calculations of any prepayment penalties or
assumption fees relating to any existing loan documents on or before the first day of the
forty-first (41st) full month of the Term.



          (c) Method of Exercise. Tenant may exercise any of the Purchase Options set forth
above in this Section 21.3 only by giving Landlord written notice (“Notice of Exercise of Purchase
Option”) at the address and in the manner set forth in Article 18 hereof during the applicable
Purchase Option Period set forth above, along with a completed purchase agreement executed by
Tenant in the form attached as Exhibit J hereto (“Purchase Agreement”), which shall govern
the purchase of Building 3 (inclusive of the Adjacent Parcel) and/or the Adjacent Parcel by Tenant.
Within thirty days after delivery of the Notice of Exercise of Purchase Option, Tenant will
deliver a $2 million deposit (in addition to, and not cumulative with, any deposit payable under
Section 21.2(a) above) to First American Title Company, as escrow holder. Escrow will be opened
promptly after the Notice of Exercise of Purchase Option is delivered by Landlord counter signing
the Purchase Agreement and depositing a copy of the signed Purchase Agreement with the escrow
holder. The close of escrow for the Building 3 Purchase Option shall occur on the later of (a) the
last day of the forty-eighth (48th) full month of the Lease Term, and (b) the
45th day after the Building 3 Completion Date. The close of escrow for the Adjacent
Parcel Purchase Option shall occur on the last day of the forty-eighth (48th) full month
of the





39











 




Lease Term. In the event Tenant exercises the Building 3 Purchase Option and Tenant leases
any portion of Building 3 under this Lease, the Lease Term applicable to the Building 3 portion of
the Premises shall continue for all purposes until the close of escrow (at which time such Building
3 premises will be removed from the Premises).




          (d) Fair Market Value. Upon exercise of either the Adjacent Parcel Purchase Option or
Building 3 Purchase Option by Tenant, but subject to Paragraph 21.5 below, Landlord agrees to sell
the Adjacent Parcel and/or Building 3, as applicable, to Tenant at a purchase price (“Option
Purchase Price”) for the Adjacent Parcel and/or Building 3, equal to the following:




               (i) The greater of (i) the Fair Market Value of the Adjacent Parcel based on a normal sale
in
the Del Mar Heights submarket of San Diego County, and (ii) Eleven Million Dollars ($11,000,000),
adjusted by the San Diego Consumer Price Index for All Urban Consumers (1982-84 = 100) from the
Commencement Date through the Closing Date.



               (ii) The greater of (1) the Fair Market Value of Building 3 based on a normal sale
considering
other similar first class office properties in the Del Mar Heights submarket of San Diego County,
(2) in the event Building 3 is at least fifty percent (50%) leased, then the amount determined by
subtracting all scheduled free and abated rent under leases for the period after the Close of
Escrow from the quotient of (i) the sum of the Scheduled Rent and Projected Rental (as each is
defined below) payable to Landlord for Building 3 during the twelve month period from the date
which is 6 months prior to the exercise of the Building 3 Purchase Option until the date which is 6
months after the exercise of the Building 3 Purchase Option (the “Building 3 Rental Period”),
divided by (ii) 6.75%, and (3) 115% of the Project Costs (as defined below), escalated by five
percent (5%) per year from the Building 3 Completion Date. In the event Building 3 is not at least
50% leased on the date Tenant exercises the Building 3 Purchase Option, then item (2) above shall
not apply, and the Option Purchase Price will be the greater of (1) and (3) above.



     The term “Scheduled Rent” means the face rent payable by all tenants of leased space within
Building 3 during the Building 3 Rental Period under leases negotiated in arms length transactions
(i.e., excluding any leases with affiliates, subsidiaries or other parties controlled by Landlord),
ignoring free or abated rent (i.e., treating free and abated rent periods as if rent is to be paid
at the face rate payable immediately after such abatement or free rent period).



     The term “Projected Rental” shall mean, for all space not included in Scheduled Rent, the Fair
Market Rent for the remaining space (after deducting an amount equal to 5% of the total Building 3
square footage from such remaining space) determined as follows: (a) if at least 15% of the
rentable space within Building 3 was leased during the 12-month period preceding the Notice of
Exercise of Purchase Option for Building 3 in arms length transactions, i.e., excluding any leases
with affiliates, subsidiaries or other parties controlled by Landlord (“Comp Leases”), multiplying
the number of un-leased rentable square feet of Building 3 by the per square foot total monthly
rental payable by the tenants of the Comp Leases during the Building 3 Rental Period adjusted to
account for any free rent granted to the tenants of such leases (by amortizing free rent over the
initial term of the applicable Comp Leases); or if the preceding clause (a) does not apply, then
(b) in the same manner and methods as Fair Market Value is determined under Section 21.4 below, but
instead of the arbitrators being real estate appraisers, they are to be experienced real estate
brokers or agents who are at the time among the most active office leasing real estate
agents/brokers in the Del Mar Heights submarket of San Diego (with at least three leasing
transactions in the Del Mar Heights submarket during the preceding two years). “Project Costs”
means all costs in connection



40









 





with the acquisition, design, development, financing, holding
construction, leasing, occupancy and improvement of the Adjacent Parcel and those portions of the
Property improved or altered as part of such development, including: all hard and soft costs and
expenses incurred in connection with the entitlement, design, permitting, demolition, development,
construction, completion, marketing and leasing of improvements on the Adjacent Parcel and all
on-site improvements (and off site improvements required in connection with the construction of
Building 3), landscaping and hardscaping, including, for example, amounts paid for labor,
materials, supplies, equipment, tool or other equipment rentals, planning, design, engineering,
surveys, soils reports, traffic studies or other studies or reports required by governmental
agencies, property taxes and assessments, construction supervision, guard services, trash disposal,
off-site parking costs, building and other permit fees, plan check fees, builders risk and other
insurance customarily carried during the course of construction, school and other community or
district fees, required off-site work and mitigation, utilities and utility connection fees and costs, insurance costs, and legal and accounting expenses,
interest, loan fees, points and other charges on acquisition, development, construction and
take-out loans (and to the extent the foregoing amounts do not include interest and other charges
paid on development, construction and take-out loans, an amount equal to the interest, loan fees,
points and other charges that Landlord would have paid on loans for such costs at then-current
market rates and conditions assuming customary loan underwriting criteria in connection with the
Adjacent Parcel and improvements), any rent abated pursuant to Section 6.3 of the Lease due to the
development of Building 3 for which Landlord was not reimbursed by insurance proceeds, plus the
deemed land cost for the Adjacent Parcel of $11 million. Notwithstanding the foregoing, with
respect to any space within Building 3 leased to tenants, as to the period during which the tenants
are paying rent on such space(s), Project Costs will not include the costs of customary operating
expenses chargeable to such tenants or any previously (i.e., before the close of escrow) amortized
leasing costs attributable to the leases for such tenants (amortized on a straight line basis over
the initial term of the applicable lease), nor will there be any offset or deduction to Project
Costs on account of any revenues for such leased spaces.



     No earlier than 45 days before the Investigation Period, Tenant may request Landlord’s
estimate of what the amount of the Project Costs will be at the Close of Escrow. Landlord shall
provide such estimate (“Landlord’s Project Cost Estimate”) to Tenant within 30 days after its
receipt of such request. Similarly, no earlier than 45 days before the Investigation Period, if
Building 3 has not been substantially completed, Tenant may request Landlord’s estimate of the
expected date of substantial completion of Building 3, in which case Landlord shall provide such
estimate (“Landlord’s Projected Completion Date”) to Tenant within 30 days after its receipt of
such request.



     21.4 Method of Determining Fair Market Value. Within 60 days after the earlier of (a)
Landlord’s receipt of Tenant’s request for Landlord’s valuation (which request may not be given
more than 45 days before commencement of the Investigation Period), or (b) Landlord’s receipt of
Tenant’s Notice of Exercise of the Purchase Option, Landlord shall notify Tenant in writing of
Landlord’s estimate of the “Fair Market Value” of the property to which such Purchase Option
applies, taking into consideration the definition of Fair Market Value for the applicable property
as set forth in this Article 21 above, along with reasonable written support and explanation for
its estimate. Concurrently with Tenant’s Notice of Exercise of the Purchase Option, if Tenant
received Landlord’s estimate of Fair Market Value, or, if Tenant had not received such estimate as
of such date, within thirty (30) days after receipt of such estimate of Fair Market Value from
Landlord, Tenant shall either (i) accept Landlord’s statement of Fair Market Value; or (ii) provide
Landlord with Tenant’s estimate of the “Fair Market Value” of the property to which such Purchase
Option applies, taking into consideration the definition of Fair Market Value for the applicable
property as set forth in this Article 21 above, along with reasonable written support and
explanation for its estimate. Failure on the part of Tenant to provide the estimate described in
clause (ii) within such thirty (30) day period shall constitute acceptance of the Fair Market Value
as calculated by Landlord. Otherwise, Landlord and Tenant shall attempt in good faith to agree on
the Fair Market Value for a period of twenty one (21) days (the “Negotiation Period”) following
Tenant’s delivery to Landlord of its estimate under the preceding clause (ii), and if they fail to
so agree,



41









 





the Fair Market Value must be determined by arbitration to be conducted pursuant to the
provisions hereof. The arbitration shall be concluded as soon as possible after expiration of the
Negotiation Period.



          (a) In the event of arbitration, the judgment or the award rendered in any such arbitration
may be entered in any court having jurisdiction and shall be final and binding between the parties.
The arbitration shall be conducted and determined in the City and County of San Diego in accordance
with the then prevailing rules of the American Arbitration Association or its successor for
arbitration of commercial disputes except to the extent that the procedures mandated by such rules
shall be modified as follows:




               (i) Tenant shall make demand for arbitration in writing within thirty (30) days after
Negotiation Period, specifying therein the name and address of the person to act as the arbitrator
on its behalf. The arbitrator shall be qualified as a real estate appraiser familiar with the Fair
Market Value of similar first class office/lab properties in the Sorrento Mesa, Del Mar Heights,
and UTC submarkets of San Diego County who would qualify as an expert witness over objection to
give opinion testimony addressed to the issue in a court of competent jurisdiction. Failure on the
part of Tenant to make a proper demand in a timely manner for such arbitration shall constitute a
waiver of the right thereto and acceptance of Landlord’s estimate of value given in accordance with
Section 21.4 above. Within fifteen (15) days after the service of the demand for arbitration,
Landlord shall give notice to Tenant, specifying the name and address of the person designated by
Landlord to act as arbitrator on its behalf who shall be similarly qualified. If Landlord fails to
notify Tenant of the appointment of its arbitrator, within or by the time above specified, then the
arbitrator appointed by Tenant shall select the second arbitrator who must be similarly qualified.



               (ii) In the event that two arbitrators are chosen pursuant to Section 21.4(a)(i) above,
the
arbitrators so chosen shall, within twenty one (21) days after the second arbitrator is appointed
(“Review Period”) determine the Fair Market Value in accordance with the terms below. Any decision
in which the arbitrator appointed by Landlord and the arbitrator appointed by Tenant concur shall
be binding and conclusive upon the parties. If the two arbitrators shall be unable to agree upon a
determination of Fair Market Value within the review Period, they, themselves, shall appoint a
third arbitrator, who shall be a competent and impartial person with qualifications similar to
those required of the first two arbitrators pursuant to Section 21.4(a)(i). In the event they are
unable to agree upon such appointment within seven (7) days after expiration of the Review Period,
the third arbitrator shall be selected by the parties themselves, if they can agree thereon, within
a further period of fifteen (15) days. If the parties do not so agree, then either party, on
behalf of both, may request appointment of such a qualified person by the then Presiding Judge of
the California Superior Court having jurisdiction over the County of San Diego, acting in his or
her private and not official capacity, and the other party shall not raise any question as to such
Judge’s full power and jurisdiction to entertain the application for and make the appointment. The
three arbitrators shall decide the dispute, if it has not previously been resolved, by following
the procedure set forth below.



               (iii) Where an issue cannot be resolved by agreement between the two arbitrators selected by
Landlord and Tenant or settlement between the parties during the course of arbitration, the issue
shall be resolved by the three arbitrators within fifteen (15) days of the appointment of the third
arbitrator in accordance with the following procedure. The arbitrator selected by each of the
parties shall state in writing his determination of the Fair Market Value supported by the reasons
therefor with counterpart copies to each party. The arbitrators shall arrange for a simultaneous
exchange of such proposed resolutions. The role of the third arbitrator shall be to select which
of the two proposed resolutions most closely approximates his determination of Fair Market Value.
The third arbitrator shall have no right to propose a middle ground or any modification of either
of the two proposed resolutions.



42









 





The resolution he chooses as most closely approximating his
determination shall constitute the decision of the arbitrators and be final and binding upon the
parties.



               (iv) In the event of a failure, refusal or inability of any arbitrator to act, his successor
shall be appointed by him, but in the case of the third arbitrator, his successor shall be
appointed in the same manner as provided for appointment of the third arbitrator. Each party shall
pay the fee and expenses of its respective arbitrator and both shall share the fee and expenses of
the third arbitrator, if any, and the attorneys’ fees and expenses of counsel for the respective
parties and of witnesses shall be paid by the respective party engaging such counsel or calling
such witnesses.



               (v) The arbitrators shall have the right to consult experts and competent authorities to
obtain factual information or evidence pertaining to a determination of Fair Market Value, but any
such consultation shall be made in the presence of both parties with full right on their part to
cross-examine. All financial information with respect to the Property, Building 3 and the Adjacent
Property (such as costs, income, rent rolls, construction draw schedules, etc.) provided by
Landlord and certified by Landlord to be true to the best of its knowledge shall be deemed accurate
unless Tenant provides the arbitrators with reasonable evidence to the contrary. The arbitrators
shall render their decision and award in writing with counterpart copies to each party. The
arbitrators shall have no power to modify the provisions of this Lease or the Purchase Agreement.



     21.5 Additional Costs. In the event Tenant exercises any of its Purchase Options, the
purchase shall be on the terms set forth in Exhibit J, the Purchase Price shall be the sum of the
“Additional Costs” (defined below) plus the applicable Option Purchase Price determined in
accordance with this Article 21 above, and the Closing Date shall be the date set forth in Section
21.2(a) or 21.3(c) above as appropriate (as further described in Exhibit J). The “Additional
Costs” with respect to the Property, Building 3 and the Adjacent Parcel is the sum of all
prepayment charges and related fees incurred at closing with respect to any debt paid off at
closing (although Tenant may assume any debt if the applicable lender agrees to permit the
assumption and releases Landlord and any guarantors from all liability under such debt, in which
case Tenant shall pay all costs associated with such assumption), plus, with respect to the
Property only, the Additional Costs includes all unamortized Capital Expenses as of the close of
escrow (excluding any amounts which Tenant has paid directly or through its Operating Expenses).
Landlord will, so long as the Purchase Options exist, either (i) have separate loans for each of
the Adjacent Parcel/Building 3 and the Property, or (ii) cause any common loan to be structured
such that there are separate release prices for each of the Adjacent Parcel/Building 3 and the
Property so that either parcel can be separated from the other without the need to refinance or pay
off the entire loan balance. Any costs relating to Landlord’s failure to comply with the foregoing
sentence shall be paid by Landlord at its sole cost and expense.



     21.6 Termination of Options. In the event the Purchase Options are terminated or
expire in accordance with this Article 21, Landlord shall be entitled to cause to be recorded in
the Official Records of San Diego County an option termination agreement in a form reasonably
approved and executed by Tenant. The Purchase Options and this Article 21 automatically terminate
and become void if (a) Tenant assigns or subleases more than 50% of the rentable square feet of the
Premises other than to a Permitted Assignee, or (b) Tenant does not timely exercise the Purchase
Options or, if exercised, does not timely purchase the applicable property within the time-frame
set forth above for reasons other than delays caused by Landlord’s breach of this Lease or the
Purchase Agreement. Until the Purchase Option for the Adjacent Parcel and Building 3 terminate,
Landlord shall use its diligent and good faith efforts to include in each lease for Building 3 the
obligation of the tenant to provide customary estoppel certificates within a reasonable period
after request from the landlord.



     21.7. Tenant’s Due Diligence Rights. During the 45-day period preceding the last day
on which Tenant may issue its Notice of Exercise of Purchase Option (the “Investigation Period”),
Tenant



43









 





may investigate the physical, developmental, and economic status and feasibility of the
Project. To facilitate Tenant’s investigation and analysis under this Section 21.7, Landlord
grants Tenant the right to enter the areas of the Project not leased by Tenant at any time during
normal business hours during the Investigation Period (after forty-eight hours prior written notice
to Landlord), but subject to the rights of the other tenants under leases of the Project, to
conduct such inspections, reviews, examinations, and tests on the Project as Tenant deems necessary
or desirable to investigate the physical condition of the Project, as well as access to all
material information relating to the Project within Landlord’s possession (but Landlord makes no
representation regarding the accuracy or completeness of the information). Additionally, to facilitate Tenant’s investigation under this paragraph, at Tenant’s request,
Landlord shall use its diligent and good faith efforts to obtain estoppel certificates from each
tenant of the Property substantially in the form requested by Tenant at least ten (10) days prior
to the expiration of the Investigation Period and dated no earlier than thirty (30) days prior to
the expiration of the Inspection Period. Before entering any areas of the Project, Tenant shall
provide Landlord with evidence that Tenant and all of its agents intending to enter the Project are
covered by comprehensive general liability policies of insurance with coverages of at least $2
million, naming Landlord as an additional-insured and otherwise reasonably satisfactory to
Landlord. In consideration of Landlord’s permission to Tenant and its agents to perform
investigations and testing on and about the Project, Tenant shall defend, indemnify and hold
harmless Landlord, Landlord’s officers, owners, employees, agents, contractors, successors,
assigns, and affiliates (collectively, the “Indemnitees”), and the Property from all claims, costs,
losses, liens, damages, actions and judgments (including the Indemnitee’s attorneys’ fees and
defense costs) caused by Tenant’s investigation of the Project, provided that Tenant shall not
incur any liability due to (a) its discovery, without exacerbation of the condition of, any
hazardous materials or other substances at the Project and/or (b) the acts or omissions of Landlord
or its trustees, officers, tenants, agents, contractors and/or employees. Tenant shall maintain
all the information it obtains in connection with the Project in strict confidence and may not
reveal any of such information to any party other than those parties to which it may otherwise be
required to disclose in accordance with applicable law and, to the extent they have the need to
know and agree to the confidentiality requirements of this paragraph. Tenant’s attorneys,
accountants, consultants, and actual and prospective lenders and investors. Tenant shall, at
Tenant’s sole cost, promptly repair any damage caused by its activities on the Project and restore
the Project to its condition before Tenant or any of its agents first entered the Project. If
Tenant fails to either timely exercise its Notice of Exercise of Purchase Option or to timely close
the purchase as required under the applicable purchase agreement (to be in the form of the attached
Exhibit J), within three business days after Landlord’s request, Tenant shall return to Landlord
all documents and materials provided to Tenant or its agents by Landlord or its agents in
connection with this Article 21, and all copies thereof, and provide and assign to Landlord, at no
cost to Landlord, all reports and materials derived from Tenant’s investigation of the Project.



     Tenant may, at any time during the Investigation Period, but at least 16 business days before
exercising the Option, request an update from Landlord of the representations and warranties to be
made by Landlord under the Purchase Agreement (“Tenant’s Update Request”). Within 15 business days
after Landlord’s receipt of Tenant’s Update Request, Landlord shall deliver an update of such
representations and warranties to be attached as Exhibit A to the Purchase Agreement (the
“Disclosure Exhibit”) and make available to Buyer a copy of all documents referenced in the
Disclosure Exhibit that are within Seller’s possession, except for those items that at any time had
been possessed by Tenant (but Landlord makes no representation regarding the accuracy or
completeness of the information provided). If Landlord fails to timely deliver the Disclosure
Exhibit, then Exhibit A to the Purchase Agreement will be deemed to state “None.” If Tenant fails
to timely deliver Tenant’s Update Request, Landlord may attach its Disclosure Exhibit to the
Purchase Agreement concurrent with Landlord’s execution of the Purchase Agreement (but no
information raised in the Disclosure Exhibit will give rise to Tenant’s right to rescind its Notice
of Exercise of Purchase Option or to terminate the Purchase Agreement.



44









 





     IN WITNESS WHEREOF, Landlord and Tenant have duly executed this Lease on the day and year
first above written.



“Landlord”




DMH CAMPUS INVESTORS, LLC, a Delaware limited liability company





	By:	 	 PRISA III DMH CAMPUS, LLC, a Delaware limited liability company, its managing member






	 	By:	 	PRISA III Investments, LLC, a Delaware limited liability company, its sole member






	 	By:	 	PRISA III REIT Operating LP, a Delaware limited partnership, its sole member






	 	By:	 	PRISA III OP GP, LLC, a Delaware limited liability company, 
its general partner






	 	By:	 	PRISA III Fund LP, a Delaware limited partnership, its manager






	 	By:	 	PRISA III Fund GP, LLC,
a Delaware limited liability company, its general partner






	 	By:	 	PRISA III Fund PIM, LLC,
a Delaware limited liability company, its sole member






	 	By:	 	Prudential Investment Management, Inc.,
a New Jersey corporation, its sole member





	 	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Roger Pratt	 	 
	 

	 	Name:
	 	 

Roger Pratt
	 	 
	 

	 	Title:
	 	 

Vice President
	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 
	“Tenant”	 	 
	 
	 	 	 	 
	Neurocrine Biosciences, Inc., a Delaware corporation	 	 
	 
	 	 	 	 
	By:

	 	/s/ Timothy P. Coughlin	 	 
	Name:

	 	 

Timothy P. Coughlin
	 	 
	Title:

	 	 

Vice President & Chief Financial Officer
	 	 
	 

	 	 

	 	 
	 
	 	 	 	 
	By:

	 	/s/ Richard Ranieri	 	 
	Name:

	 	 

Richard Ranieri
	 	 
	Title:

	 	 

Senior Vice President
	 	 
	 

	 	 

	 	 






45









 






EXHIBIT A




LEGAL DESCRIPTION



PARCEL A (APN 304-070-60):



PARCEL 2 OF PARCEL MAP 19394, IN THE CITY OF SAN DIEGO, COUNTY OF SAN DIEGO, STATE OF CALIFORNIA,
FILED IN THE OFFICE OF THE COUNTY RECORDER OF SAN DIEGO COUNTY, DECEMBER 18, 2003.



EXCEPTING THEREFROM ALL OIL RIGHTS ON HEREIN DESCRIBED PROPERTY TO BE RESERVED BY THE GRANTOR,
HER HEIRS AND ASSIGNS, FOREVER, AND FURTHER THAT THE SAID GRANTOR, HER HEIRS OR ASSIGNS AGREE TO
PAY A REASONABLE COMPENSATION TO THE SAID GRANTEE OR THEIR ASSIGNS, SHOULD THE GRANTOR, HER HEIRS
OR ASSIGNS, ENTER THE HEREIN DESCRIBED LAND FOR THE PURPOSE OF DIGGING OR DRILLING FOR OIL, AS
RESERVED IN DEED FROM TILLIE M. LACY, ALSO KNOWN AS TILLIE WATERS LACY TO MEAD-HASKER COMPANY,
DATED JULY 29, 1919 AND RECORDED JULY 29, 1919 IN BOOK 789, PAGE 78 OF DEEDS.



PARCEL B:



A LICENSE FOR ADDITIONAL PARKING CREATED BY THAT CERTAIN “SHARED PARKING AGREEMENT” BY AND BETWEEN
SCIENCE PARK CENTER, LLC, PARDEE HOMES, A CALIFORNIA CORPORATION, AND THE CITY OF SAN DIEGO
RECORDED DECEMBER 18, 2003 AS INSTRUMENT NO. 2003-1487269, OF OFFICIAL RECORDS.



PARCEL C:



AN EASEMENT FOR PEDESTRIAN AND VEHICULAR INGRESS, EGRESS, AND PARKING AS SET FORTH IN THE “EASEMENT
AGREEMENT” RECORDED OCTOBER 25, 2004 AS INSTRUMENT NO. 2004-1008077, OF OFFICIAL RECORDS.




46









 





EXHIBIT B FLOOR PLANS




SITE PLAN









 









 





Building 1 Floor 1









 









 





Building 1 Floor 2









Building 1 Floor 3









 









 





Building 2 Floor 1









Building 2 Floor 2









 









 





Building 2 Floor 3









Building 1 Garage









 









 





Building 2 Garage Level 1









Building 2 Garage Level 2









 









 





EXHIBIT C



Multi-Tenant Provisions




If a building is constructed on the Adjacent Parcel, then effective on the date that a tenant
begins occupancy of any portion of such building, the foregoing Lease automatically is amended to
incorporate the following provisions, which supersede the contrary provisions of the Lease.



C.1. Change in Defined Terms.



“Common Area” is modified to mean those portions of the Project designated by Landlord for common
use by tenants of the Project, including (a) within multi-tenant buildings, the lobbies, elevators,
common restrooms, hallways, mechanical rooms, etc., (b) the Cafeteria and the hallway and restrooms
serving the Cafeteria, (c) all areas that are not within the interior of any buildings or premises
(such as the Premises) leased exclusively to a tenant, such as the exterior of all buildings, the
Amphitheatre, water features, trash areas, parking areas, retention basins, roadways, sidewalks,
walkways, parkways, driveways and landscaped areas and similar areas and facilities located on the
Property. Notwithstanding the foregoing, this Lease confers no rights to either the subsurface of
the land below the ground level of the Project or with regard to the air space above the ceiling of
the Premises, or to parking spaces not assigned or allocated to Tenant, nor, to the roof, exterior
walls, or utility raceways of any Building).



“Operating Expenses” is modified to mean the sum of the Management Fee plus Tenant’s Pro Rata Share
of the Project Expenses; provided, however, as to any Project Expenses that Landlord reasonably
determines would be inequitable to allocate based on Pro Rata Share, Landlord may allocate in
accordance with other reasonable methods (such as relative use or burden or cost), consistently
applied.



“Project Expenses” means any and all costs, expenses and disbursements of every kind and
character that Landlord in good faith incurs, pays or becomes obligated to pay in connection with
its ownership interest in the Project, or the operation, maintenance, management, repair,
replacement, and security thereof; plus, with respect to such costs, expenses, and disbursements
for the Project which do not exclusively pertain to any particular building within the Project, the
portion of such expenses which Landlord reasonably and equitably allocates to the Property.
Operating Expenses include, without limitation, any and all assessments Landlord must pay pursuant
to any covenants, conditions or restrictions, reciprocal easement agreements, tenancy-in-common
agreements or similar restrictions and agreements affecting the Project, Taxes, assessments and
other similar governmental charges; water and sewer charges; the cost and expense of insurance,
including loss of rents coverage and all other coverage procured by Landlord, and any applicable
deductibles; utilities (other than those paid directly by Tenant to the utility provider);
security; labor and personnel costs (including applicable overhead); parking lot maintenance and
repair; heating, ventilating and air conditioning repairs, replacements, and maintenance; waste
disposal; elevator maintenance; repair, replacement, and maintenance of the Property, and the
plumbing, heating, ventilating, air conditioning, electrical, life safety and building management
systems furnished by Landlord (the “Building Systems”); costs associated with the upkeep and
operation of all parking and Common Areas; costs and expenses of gardening and landscaping;
maintenance of signs (other than costs incurred by Tenant to maintain Tenant’s signs); personal
property taxes levied on or attributable to personal property used in connection with the Project;
all costs associated with the Cafeteria, including any operating losses. During any period of
vacancy at the Project, Project Expenses will be determined as if the Project had been fully
occupied and Landlord had been supplying services to the entire Project during the applicable
period (in accordance with the methodology specified by the Building Owners and Managers
Association). Capital Expenses continue to be treated as provided in Section 4.3(b) of this Lease
and all of the exclusions from Operating Expenses under Section 4.3(c) of
this Lease constitute exclusions to Project Expenses under this Exhibit (and added to those
exclusions is



 









 






the Management Fee (and any similar management fee payable by other tenants) because
it is calculated solely on Tenant’s rents and is separately included in Operating Expenses as
defined above).



“Premises” is modified to mean only the interior of the buildings within the Project known as 12780
and 12790 El Camino Real, and excluding the Common Area.



“Project” means the Property and the Adjacent Parcel and all improvements on the Adjacent Parcel.



“Pro Rata Share” of a tenant of the Project, including Tenant, means the ratio of the rentable
square feet of the tenant’s premises at that time to the aggregate rentable square feet within the
Project.



     C.2. Cafeteria. During the Term, Landlord shall (or shall cause its affiliate to)
maintain the Cafeteria in substantially the same size and condition as exists as of the
Commencement Date and shall use commercially reasonable efforts to retain food-service operators at
the Cafeteria reasonably acceptable to tenants of the Project for breakfast and lunch service, but
Landlord (or its affiliate providing such services) may discontinue food service on not less than
30 days advance notice in writing to Tenant (the “Cafeteria Closure Notice”), if such food service
operations fail to be economically self-sufficient. Neither Landlord nor its affiliate is
obligated to subsidize such service; provided, however, if a subsidy is necessary for food service
operations to continue to be made available to occupants of the Project, Landlord shall provide
notice of the approximate amount necessary to subsidize the food service operations at that time in
the Cafeteria Closure Notice, and within 30 days following receipt of the Cafeteria Closure Notice,
Tenant may elect to assume the Landlord’s food service operations with a food service operator
reasonably acceptable to Landlord (and with services and prices reasonably acceptable to Landlord)
at Tenant’s sole cost and expense for any costs in excess of the revenues received by Tenant for
such operations. If Tenant does not elect to subsidize or assume the food service operations
within such 30-day period following receipt of the Cafeteria Closure Notice, then such food service
operations may be terminated by Landlord, and the cafeteria shall be converted to a Common Area
meeting space, which shall continue to be available to the tenants of the Project for meetings and
events or Landlord may elect to subsidize the cafeteria services, in which case the subsidy will
constitute an Operating Expense under this Lease to be allocated among tenants of the Project in
accordance with Tenant’s Pro Rata Share. Scheduling of use of the cafeteria when no food service
is operating will be managed by Landlord’s property manager in accordance with reasonable rules and
regulations, on a first-come, first-served reservation basis, with time and availability of use
equitably allocated among the tenants of the Project in proportion with their respective Pro Rata
Shares.



     C.3. Amphitheatre Use. Scheduling of use of the Amphitheatre will be managed by
Landlord’s property manager in accordance with reasonable rules and regulations, on a first-come,
first-served reservation basis, with time and availability of use equitably allocated among the
tenants of the Project in proportion with their respective Pro Rata Shares. Landlord and Tenant
acknowledge that the location of the Amphitheatre is such that noise originating from the
Amphitheatre is easily heard inside the Premises. Consequently, before scheduling use of the
Amphitheatre for a period during normal business hours for use by a tenant other than Tenant, which
use is expected to generate excessive noise, Landlord shall first obtain Tenant’s consent to such
use and scheduling; provided that use of the Amphitheatre by patrons of the Cafeteria during normal
operating hours of the Cafeteria does not require Tenant’s consent.



     C.4. Re-measurement. Landlord shall cause the Premises and the Project to be re-measured
in accordance with BOMA and such new measurements will apply to this Lease. (For example, the
rentable square feet attributable to Cafeteria will be deducted from the Premises rentable square
feet while a proportionate amount of such square footage will be added to the Premises rentable square feet as
part of the load factor). The load factor for the Premises will not include any portion of the
interior of Building 3. In the event Tenant disagrees with the remeasured square footage as stated
by Landlord’s space



 









 






measurement consultant, then Tenant shall have the right, exercisable only
within thirty (30) days after the date Landlord gives Tenant written notice of the re-measurement
(the “Confirmation Period”), to remeasure the Project in accordance with the BOMA Standard. In the
event that Tenant provides Landlord with written notice (“Square Footage Notice”) within the
Confirmation Period, that subsequent remeasurement of the Project by Tenant in accordance with the
BOMA Standard has produced a rentable square footage number that is more than five percent (5.0%)
in excess of or lower than the rentable square footage number prepared by Landlord, and if Landlord
does not dispute such remeasurement, any payments due to Landlord from Tenant based upon the number
of rentable square feet contained in the Project shall be proportionally, prospectively (but not
retroactively) reduced or increased, as appropriate, to reflect the actual number of rentable
square feet, as properly remeasured under the BOMA Standard (but no change in measurement affects
Monthly Rental) . Tenant’s failure to deliver the Square Footage Notice prior to expiration of the
Confirmation Period, shall be deemed to constitute Tenant’s acceptance of the square footage stated
by Landlord’s space measurement consultant. If Landlord disagrees with Tenant’s remeasurement and
if a dispute occurs regarding the final accuracy of such measurements, Landlord and Tenant shall
agree upon a mutually acceptable architect to remeasure the Project in accordance with the BOMA
Standard and the determination of such architect shall be binding upon Landlord and Tenant. The
cost of such of such mutually agreed architect shall be borne by Landlord and Tenant equally.
Until such determination is made by the mutually selected architect, the parties shall utilize the
square footage figure determined by Landlord’s space measurement consultant; thereafter, the
parties shall make the appropriate retroactive adjustments.



C.5. Parking. The first sentence of Section 7.3 of this Lease is replaced with the
following: “Until the Expiration Date or earlier termination of this Lease, including any Renewal
Terms, at no additional fee or rent, Tenant is entitled to use 540 parking spaces within the
Project’s parking area, including Tenant’s Pro Rata Share of visitors and handicap spaces, some or
all of which may be assigned by Landlord to Tenant. Included within the 540 parking spaces, Tenant
will have the exclusive use of all subterranean parking located beneath the Premises. All
subterranean parking constructed under Building 3 shall be for the exclusive use of the tenants of
Building 3. Neither Tenant nor Tenant’s Invitees may use the parking area within the Project,
except for Tenant’s Parking Spaces and the driveways leading to them. Tenant acknowledges that the
nature and configuration of the parking area and driveway circulation will change as the result of
the development of the Project and that tenants of the Adjacent Parcel may be parking on the
Property and Tenant may be parking on the Adjacent Parcel. Landlord may charge tenants of Building
3 for parking on the Project and may otherwise regulate parking in common parking facilities (but
Tenant and Tenant’s Invitees will be entitled to free parking in such areas, up to the aggregate
540 parking spaces).



C.6. Signage. As part of development of the Project, Landlord may require that the
existing monument signage on the Property be shared by tenants of the Project, in which case Tenant
will be entitled to only its Pro Rata Share of the existing monument signage (but such change to
the monument signage will be at Landlord’s cost as part of “Project Costs” under Article 21).
Tenant will be entitled to the top listing on the existing monument sign on the Property.



C.7. Utilities. Landlord shall use commercially reasonable efforts to have the Cafeteria
and the Common Area separately metered from the Premises, at Landlord’s cost as a Project Cost
under Article 21, so that Tenant’s Premises utility charges do not include the Cafeteria or
appurtenant areas (and if for some reason Landlord is unable to do so, Landlord shall use
commercially reasonable means of equitably
submetering or otherwise allocating such utilities, subject to Tenant’s reasonable approval of the
methodology to be used).



C.8. Project Rules and Regulations. Tenant and Tenant’s Invitees shall comply with the
rules and regulations of the Project attached as Exhibit C-1 and such other reasonable rules and
regulations adopted



 









 





by Landlord from time to time; provided that no such rules and regulations
shall materially adversely affect Tenant’s use of the Premises or materially alter Tenant’s rights
under this Lease.



 









 





Exhibit C-1




MULTI-TENANT RULES




     1. General Covenants and Limitations on Use. Tenant may not do, bring, or keep
anything in or about the Premises that will cause a cancellation of any insurance covering the
Premises or the Project. If the rate of any insurance carried by Landlord is increased as a result
of Tenant’s use, Tenant shall pay to Landlord, within 10 days after Landlord delivers to Tenant a
notice of such increase (and reasonable proof it was caused by Tenant), the amount of such
increase. No noxious or offensive activity may be carried on, in, on, or around the Premises, nor
may anything be done or kept in, on, or around the Premises which may be or become a public
nuisance or which may cause embarrassment, disturbance, or annoyance to others in the Project, or
on adjacent or nearby property. For example, no light may be emitted from the Premises which is
unreasonably bright or causes unreasonable glare; no sounds may be emitted from the Premises which
are unreasonably loud or annoying; and no odor may be emitted from the Premises which is or might
be noxious or offensive to others in the Project, or on adjacent or near-by property; and no
unsightliness is permitted in, on or around the Premises. Without limiting the generality of the
foregoing, all unsightly equipment, objects, and conditions shall be kept enclosed within the
Premises and screened from view; no refuse, scraps, debris, garbage, trash, bulk materials, or
waste shall be kept, stored, or allowed to accumulate except as may be properly enclosed within the
Premises; and all pipes, wires, poles, antennas, and other facilities for utilities or the
transmission or reception of audio or visual signals shall be kept and maintained enclosed within
the Premises (provided that Tenant’s existing rooftop equipment can remain on the Property and any
reasonable changes to such equipment (reasonably approved by Landlord) may be made by Tenant).
Except in an enclosed vivarium, Tenant may not keep or permit to be kept any bicycle, motorcycle,
or other vehicle, nor any animal (excluding certified service dogs), bird, reptile, or other exotic
creature in, on or around the Premises. Neither Tenant nor Tenant’s Invitees may do anything that
will cause damage or waste to the Project. No machinery, apparatus, or other appliance may be used
or operated in or on the Premises which can be felt outside the Premises or which imposes a risk of
damage to the structure of the Premises and will in any manner injure, vibrate, or shake all or any
part of the Project. Tenant shall ensure that none of its employees, agents or Tenant’s Invitees
prop open any external doors or windows or circumvent any security for the Project. Tenant
acknowledges that the Common Area will not be accessible to the public except during normal
business hours for the multi-tenant Buildings (but Tenant has such access and may facilitate access
by Tenant’s Invitees subject to Landlord’s reasonable security requirements). In no event may
Tenant use any portion of the Common Area for loading, unloading, or parking, except in those areas
specifically designated by Landlord for such purposes, nor for any sidewalk sale, advertising, or
similar commercial purpose.



     2. Landlord’s Reserved Rights. Landlord, as owner of the Project, reserves the right
from time to time, to use portions of the Common Area for, among other things, entertainment,
advertising, displays, the leasing of kiosks, or such other uses, commercial or otherwise, so long
as such uses do not materially adversely affect Tenant’s use of the Premises or the Project and is
consistent with a first-class office project, subject to the terms of this Lease. If the cafeteria
is still in use at the Project, Landlord will not allow a direct competitor with such cafeteria to
lease space in the Common Area (e.g., coffee carts) if such competition would cause, or increase,
any subsidy for the Cafeteria included in the Operating Expenses.



 









 





     3. Parking.




	 	a.	 	Tenant may not store or permit its Invitees to store any automobiles in the
parking area without the prior written consent of the operator; provided that Tenant
may keep automobiles in the underground parking areas for company vehicles or employees
of Tenant who are traveling, etc.
	 
	 	b.	 	Cars must be parked entirely within the stall lines painted on the floor.
	 
	 	c.	 	All directional signs and arrows must be observed.
	 
	 	d.	 	The speed limit shall be 5 miles per hour.
	 
	 	e.	 	Parking spaces reserved for handicapped persons must be used only by vehicles
properly designated.
	 
	 	f.	 	Parking is prohibited in all areas not expressly designated for parking,
including without limitation:






	 	(i)	 	Areas not striped for parking
	 
	 	(ii)	 	Aisles
	 
	 	(iii)	 	Where “no parking” signs are posted
	 
	 	(iv)	 	Ramps
	 
	 	(v)	 	Loading zones






	 	g.	 	No personal property of any type may be stored or located in the surface
parking area and the parking spaces may only be occupied by appropriately-sized
vehicles.
	 
	 	h.	 	Every parker is required to park and lock his/her own car.
	 
	 	i.	 	Washing, waxing, cleaning or servicing of any vehicle by the customer and/or
his agents is prohibited; provided that so long as the same is not prohibited by any
CC&Rs or applicable laws, Tenant may use a mobile auto detail service at the Property.
Parking spaces may be used only for parking automobiles.
	 
	 	j.	 	Tenant agrees to acquaint all persons to whom Tenant assigns a parking space
with these Rules.





LANDLORD IS NOT RESPONSIBLE FOR ANY LOSS OR DAMAGE TO TENANT OR TENANT’S PROPERTY (INCLUDING,
WITHOUT LIMITATIONS, ANY LOSS OR DAMAGE TO TENANT’S AUTOMOBILE OR THE CONTENTS THEREOF DUE TO
THEFT, VANDALISM OR ACCIDENT) ARISING FROM OR RELATED TO TENANT’S USE OF THE PARKING FACILITY
WHETHER OR NOT SUCH LOSS OR DAMAGE RESULTS FROM LANDLORD’S NEGLIGENCE OR NEGLIGENT OMISSION
(PROVIDED THAT LANDLORD WILL BE RESPONSIBLE FOR DAMAGE CAUSED BY ITS ACTIVE NEGLIGENCE OR WILLFUL
MISCONDUCT). THE LIMITATION ON LANDLORD’S LIABILITY UNDER THE PRECEDING SENTENCE DOES NOT APPLY,
HOWEVER, TO LOSS OR DAMAGE ARISING DIRECTLY FROM LANDLORD’S ACTIVE NEGLIGENCE OR WILLFUL
MISCONDUCT. Without limiting the foregoing, Tenant hereby voluntarily releases, discharges, waives
and relinquishes any and all actions or causes of action for personal injury or property damage
occurring to Tenant or Tenant’s Invitees arising as a result of parking
in the Project, or any activities incidental thereto, wherever or however the same may occur, and
further agrees that Tenant will not prosecute any claim for personal injury or property damage
against Landlord



 









 






or any of its officers, agents, servants or employees for any said causes of
action. It is the intention of Tenant by this paragraph to exempt and relieve Landlord and its
agents from liability for personal injury or property damage caused by negligence (provided that
Landlord will be responsible for damage caused by its active negligence or willful misconduct).




 









 








EXHIBIT D




Sample Form of Letter of Credit




Irrevocable Letter of Credit




December                     , 2007

Letter of Credit #
                                        





	 	 	 
	To:

	 	DNH Campus Investors, LLC
	 

	 	c/o Veralliance Properties, Inc.
	 

	 	8910 University Center Lane, Suite 630
	 

	 	San Diego, California 92122





Ladies and Gentlemen:



We hereby issue in your favor our Irrevocable Letter of Credit #
                     at the request and for
the account of Neurocrine Biosciences, Inc., in an amount of                      U.S. Dollars (US$0.00)
effective immediately and available with Wells Fargo Bank, N.A. at One Front Street -
21st Floor, San Francisco, California 94111, by payment of your draft(s) drawn on us at
sight when accompanied by the original of this Letter of Credit and your signed and dated statement
worded as follows with the instructions in brackets therein complied with:





“The undersigned, an authorized representative of beneficiary (“Beneficiary”) under
Wells Fargo Bank, N.A. Letter of Credit #                      (“Wells Credit”), hereby
certifies that the Beneficiary is entitled to and hereby demands payment under Wells
Credit in US$[insert drawing amount] pursuant to the lease between DMH Campus
Investors, LLC, as Landlord, and Neurocrine Biosciences, Inc., as Tenant, dated
[insert date] (the “Lease”), (as such Lease may be amended, restated and replaced from
time to time) for premises located at 12780 and 12790 El Camino Real, San Diego,
California 92122.”


This Letter of Credit expires at our above office on December 31, 2008, but shall be automatically
extended, without written amendment, to December 31st in each succeeding calendar year,
unless we have sent written notice to you at your address above by registered mail or express
courier that we elect not to extend the expiration date of this Letter of Credit beyond the date
specified in such notice, which date will be December 31, 2008 or any subsequent December
31st and be at least sixty (60) calendar days after the date we send you such notice.
Upon our sending you such notice of the non-extension of the expiration date of this Letter of
Credit, you may also draw under this Letter of Credit by presentation to us at our above address,
on or before the expiration date specified in such notice, of your draft drawn on us at sight when
accompanied by the original of this Letter of Credit and your signed and dated statement worded as
follows with the instructions in brackets therein complied with:





“The undersigned, an authorized representative of beneficiary (Beneficiary”) under
Wells Fargo Bank, N.A. Letter of Credit #                     (“Wells Credit”), hereby
certifies that (1) Beneficiary received a written notice from Wells Fargo Bank, N.A.
that the Wells Credit will not be extended beyond its current expiration date, and
(2) Neurocrine
Biosciences, Inc. has failed to deliver a replacement letter of credit in form and
substance



1.









 







acceptable to the Beneficiary, and (3) at the time of this statement,
Beneficiary has not released Neurocrine Biosciences, Inc.’s obligations under the
lease between DMH Campus Investors, LLC, as Landlord, and Neurocrine Biosciences,
Inc., as Tenant, dated [insert date] (the “Lease”), (as such Lease may be amended,
restated and replaced from time to time) for premises located at 12780 and 12790 El
Camino Real, San Diego, California 92122.”


Partial and multiple drawings are permitted under this Letter of Credit. All drafts must be marked:
“Drawn under Wells Fargo Bank, N.A. Letter of Credit #                      dated
                    ”.



If any instructions accompanying a drawing under this Letter of Credit request that payment is to
be made by transfer to an account with us or at another bank, we and/or such other bank may rely on
an account number specified in such instructions even if the number identifies a person or entity
different from the intended payee.



This Letter of Credit is transferable one or more times, but in each instance to a single
transferee and only in the full amount available to be drawn under the Letter of Credit at the time
of such transfer. Any such transfer may be affected only through ourselves and only upon payment of
our usual transfer fee and upon presentation to us at our above-specified office of a duly executed
instrument of transfer in form and substance acceptable to us together with the original of this
Letter of Credit. Any transfer of this Letter of Credit may not change the place of expiration of
this Letter of Credit from our above-specified office. Each transfer shall be evidenced by our
endorsement on the reverse of the original of this Letter of Credit, and we shall deliver the
original of this Letter of Credit so endorsed to the transferee.




     No transfer may be made to a person or entity (transferee) who is (1) a specially designated
national, terrorist or narcotics trafficker, a blocked entity, or a person or entity with respect
to which transactions are prohibited or otherwise restricted, or which is located in or restricted,
pursuant to the Foreign Assets Control Regulations of the United States Treasury Department, or (2)
subject to a denial order of the U.S. Department of Commerce, Bureau of Export Administration.


All charges in connection with this Letter of Credit (including transfer fees, if any) are for the
account of the applicant.



This Letter of Credit sets forth in full our undertaking, and such undertaking shall not in any way
be modified, amended, amplified or limited by reference to any document, instrument or agreement
whatsoever in this Letter of Credit other than the ISP98. Reference to any document, instrument or
agreement mentioned in this Letter of Credit will not be deemed to incorporate into this Letter of
Credit such document, instrument or agreement.



We hereby engage with you that drafts drawn under and in compliance with the terms and conditions
of this Letter of Credit will be duly honored upon presentation at our above office.



All correspondence and any drawings hereunder are to be directed to Wells Fargo Bank, N.A., One
Front Street — 21st Floor, San Francisco, California 94111. Drawings may be presented to
us at our above office by hand delivery or delivered to us by U.S. Postal Service mail, registered
mail or certified mail or by express courier or overnight courier.





Except as otherwise provided in this Letter of Credit, this Letter of Credit is subject to the
International Standby Practices 1998, International Chamber of Commerce Publication No. 590 (the
“ISP98”).




Very truly yours,



2.









 





EXHIBIT E

Form of GUARANTY OF LEASE




     The undersigned,                     , a
                     (“Guarantor”), absolutely and unconditionally
guarantees, on demand, to and for the benefit of                     (“Landlord”), the full, timely, and
complete payment and performance of all of tenant obligations, whether monetary or otherwise
(collectively, the “Guaranteed Obligations”), under the Lease entered into as of December ___, 2007
(the “Lease”), between Landlord or its predecessor-in-interest, DMH Campus Investors, LLC,
a Delaware limited liability company, and Neurocrine Biosciences, Inc., a Delaware
corporation (including its successors under the Lease, “Tenant”). This Guaranty constitutes an
absolute, direct, immediate, and unconditional guarantee of timely payment and performance, and not
merely of collectibility, and includes all primary, secondary, direct, indirect, fixed, and
contingent obligations of Tenant to pay rent (including Basic Monthly Rent, Operating Expenses and
all other rent), additional rent, late charges, interest charges, insurance, taxes,
indemnifications, and other fees, charges, sums, costs, and expenses which may be owing by Tenant
at any time in connection with the Guaranteed Obligations, as they may be modified, amended,
extended, or renewed from time to time. If a specific amount outstanding and owing by Tenant under
the Lease or the Guaranteed Obligations is determined by a court of competent jurisdiction, that
determination is conclusive and binding on Guarantor. If Tenant defaults in the payment of any
amount when due under the Lease, Guarantor shall pay to Landlord, on demand, all sums due and owing
under the Lease. Additionally, Guarantor shall assume responsibility for and shall fully perform
all of the other Guaranteed Obligations promptly on receiving written notice from Landlord. No
delay by Landlord in providing notice of a default by Tenant or making demand on Guarantor affects
Guarantor’s obligations under this Guaranty (but only the timing of such obligations). The
obligations of Guarantor under this Guaranty are independent of the obligations of Tenant or any
other guarantor. The obligations of Guarantor under this Guaranty are continuing and irrevocable
until all of the Guaranteed Obligations have been fully satisfied. If at any time all or any part
of any payment received by Landlord from Tenant, Guarantor, another guarantor, or any other person
under or with respect to the Lease Agreement or this Guaranty is refunded or rescinded pursuant to
any court order (including any court order arising out of the insolvency, bankruptcy, or
reorganization of Tenant, Guarantor or any other guarantor), then the Guarantor’s obligations under
this Guaranty shall, to the extent of the payment refunded or rescinded, be deemed to have
continued in existence, notwithstanding previous receipt of payment by Landlord, regardless of any
contrary action by Landlord, as though such previous payment to Landlord had never occurred (and
such contrary action had not been taken). This Guaranty is not affected or limited in any manner
if recovery against Tenant or another guarantor is otherwise unenforceable against Tenant (if it
would have been enforceable against Guarantor had it not assigned the Lease), or if any of the
Guaranteed Obligations arises from transactions which may be voidable as the result of bankruptcy,
insolvency, fraudulent conveyance, receivership, or offsets not arising out of the Lease. This
Guaranty shall not be affected or limited in any manner by whether Tenant may be liable, with
respect to the Guaranteed Obligations individually, jointly with others, primarily, or secondarily.



     Except as set forth below, this Guaranty shall not be affected or limited in any manner by
(a) any assignment of, or any modification or amendment (by agreement, course of conduct, or
otherwise) to, all or any portion of any lease, agreement, instrument, or document with respect to
or that evidences the Guaranteed Obligations, or (b) the renewal, extension, or modification, at
any time, of any of the Guaranteed Obligations. By this Guaranty, Guarantor guarantees Tenant’s
performance of the Guaranteed Obligations as so amended, assigned, renewed, extended, or modified,
whether or not the amendment, assignment, renewal, extension, or modification is made with the
consent of or notice to Guarantor; provided, however, and notwithstanding any other provision of
this Guaranty, except for extensions and expansions contemplated by the Lease as of the date of
this Guaranty, Guarantor’s obligations under this Guaranty will not extend to extension terms or
expansion premises added to the Lease by any amendments to the Lease for which Guarantor’s written
consent was not obtained.



     If Tenant defaults with respect to any of the Guaranteed Obligations, and if Guarantor does
not satisfy Tenant’s obligations immediately upon its receipt of written notice of such default
from Landlord, Landlord may, at its election, proceed immediately against Guarantor (as if such
default arose from the direct and primary obligation of the Guarantor), any other guarantor, or
Tenant, or any combination of Tenant, Guarantor, and any other guarantor. In the event of any
default under this Guaranty, an action or actions may be brought and prosecuted against Guarantor,
whether or not Tenant or any other guarantor is joined in such action(s) or a separate action or



3.









 





actions are brought against Tenant or any other guarantor. Landlord may maintain successive actions for
separate defaults. Unless and until the Guaranteed Obligations have been fully satisfied or waived
in writing by Landlord, Guarantor will not be released from its obligations under this Guaranty
irrespective of (i) the exercise by Landlord of any of Landlord’s rights or remedies (including
compromise or adjustment of the Guaranteed Obligations or any part thereof), (ii) any release by
Landlord of Tenant or any other guarantor, (iii) any such action or any number of successive
actions, or (iv) the satisfaction by Guarantor of any liability under this Guaranty incident to a
particular default (except as to the amounts so satisfied).



     Guarantor waives all rights afforded a surety or guarantor under applicable law, including all
benefits it may otherwise be entitled to under California Civil Code Sections 2787 through 2855,
and similar laws, and waives each of the following: (a) all rights to require Landlord, as a
condition to Landlord’s exercise of any of its rights under this Guaranty, to (i) proceed against
Tenant or any other guarantor, (ii) perfect, retain, protect, proceed against, or exhaust any
security that Landlord holds or may hold from Tenant, or (iii) pursue any other remedy in
Landlord’s power; (b) all defenses to its obligations under this Guaranty by reason of any
disability of Tenant or any other person(s), including the incapacity, lack of authority, death, or
disability of Tenant or any other person(s) or the failure of Landlord to file or enforce a claim
against the estate (in administration, bankruptcy or any other proceeding) of Tenant or any other
person(s); (c) all defenses and rights to exoneration under this Guaranty, including all rights
under California Civil Code Section 2819 and similar laws, based on any alteration, modification,
compromise, renewal, extension, or assignment of the Lease or any of the Guaranteed Obligations,
whether done with or without the knowledge or consent of Guarantor, and Guarantor grants Landlord
the right to take any such action relative to the Guaranteed Obligations without the knowledge or
consent of Guarantor without in any manner affecting the liability of Guarantor under this
Guaranty; provided, however, and notwithstanding any other provision of this Guaranty, except for
extensions and expansions contemplated by the Lease as of the date of this Guaranty, Guarantor’s
obligations under this Guaranty will not extend to extension terms or expansion premises added to
the Lease by any amendments to the Lease for which Guarantor’s written consent was not obtained;
(d) all other defenses based on the termination of Tenant’s liability from any cause or the
impairment of any other collateral or security for the Guaranteed Obligations (except to the extent
Guarantor would be permitted to assert such defense if it had not assigned the Lease and remained
the Tenant and primary obligor); (e) all duties Landlord may have to investigate the authority of
any representative, or purported representative, of Tenant to incur any obligation or enter into
any agreement on behalf of Tenant; (f) all rights of subrogation, indemnity, contribution, and
reimbursement against Tenant or any other guarantor, and (g) all rights it may otherwise attain by
reason of Landlord’s failure to enforce, or delay in enforcing, any of Landlord’s rights with
respect to the Guaranteed Obligations (except to the extent Guarantor would be permitted to assert
such defense if it had not assigned the Lease and remained the Tenant and primary obligor).
Guarantor subordinates to Landlord all of the Guarantor’s rights to participate in any security now
or later held by Landlord. Guarantor’s waivers under this Guaranty of its rights of subrogation,
reimbursement, contribution, and indemnity against Tenant and any other guarantors terminate on the
first day after the first anniversary of the date on which all obligations in favor of Landlord and
Tenant under the Lease and this Guaranty are satisfied in full. Guarantor waives all any notice of
acceptance of this Guaranty, which, upon execution by Guarantor, shall immediately be binding upon
Guarantor.



     All rights, powers and remedies of Landlord under this Guaranty shall be cumulative and not
alternative and such rights, powers and remedies shall be in addition to all rights, powers and
remedies given to Landlord by law.



     If Guarantor is adjudged to remain fully and primarily liable under the Lease as if it had not
assigned the Lease and that Guarantor is not entitled to any defenses afforded to sureties or
guarantors (but only to the same defenses it had as Tenant), then this Guaranty will become void.



     In no way is this Guaranty to be construed as guarantying the performance of an assignee’s or
subtenant’s additional obligations beyond those contemplated by the Lease (such as an increased
rent agreed to be paid by a subtenant to Guarantor).



     Guarantor represents and warrants that the following are accurate and complete as of the date
of this Guaranty and shall be true at all times in the future while this Guaranty is outstanding:
(i) Tenant has paid good and valuable consideration for this Guaranty, the receipt of which is
hereby acknowledged; (ii) Landlord has made no



4.









 





representation to Guarantor as to the
creditworthiness or financial condition of Tenant; and (iii) Guarantor has
carefully read and negotiated all provisions of this Guaranty and has consulted with its own
independent and competent legal counsel in connection therewith.



     Guarantor represents that it has the resources, access, and opportunity to remain informed at
all times of the financial status of Tenant and of all other material information relative to the
Lease and Guarantor’s obligations under this Guaranty; and Guarantor covenants to remain informed
relative to all such matters as long as this Guaranty remains in effect. On the basis of the
foregoing, Guarantor waives any obligation that Landlord might otherwise have as a condition to
enforcing Guarantor’s obligations under this Guaranty, to keep Guarantor informed relative to any
information regarding the Tenant or any security for the Lease.



     In the event of Tenant’s insolvency or the disposition of the assets of Tenant, through
bankruptcy, by an assignment for the benefit of creditors, by voluntary liquidation, or otherwise,
the assets of Tenant applicable to the payment of all claims of Landlord and of Guarantor shall be
paid to Landlord and shall be first applied by Landlord to the Guaranteed Obligations. Guarantor
assigns to Landlord all claims that Guarantor may have or acquire against Tenant or any assignee or
trustee in bankruptcy of Tenant; but, such assignment will be effective only for the purpose of
assuring to Landlord full payment and performance of all of the Guaranteed Obligations. Guarantor
authorizes Landlord to, from time to time, execute and file, on Guarantor’s behalf, financing
statements and continuation statements and to execute such other documents and to take such other
action as Landlord deems necessary or appropriate to perfect, preserve and enforce Landlord’s
rights under this Guaranty.



     All of the provisions of Section 20.1 through 20.10, 20.18 and 20.20 of the Lease are
incorporated into and repeated here in this Guaranty, but with each reference to “Tenant” replaced
with “Guarantor” and each reference to “this Lease” replaced with “this Guaranty”.



     This Guaranty is dated as of                     .



	 	 	 
	GUARANTOR:

	 	[Guarantor’s signature here]






5.









 






EXHIBIT F




Intentionally Omitted.




6.









 





EXHIBIT G- Sample Estoppel




ESTOPPEL CERTIFICATE



To:
                                        
 and its lenders, owners, and their assignees (collectively, “Beneficiaries”)



From: Neurocrine Biosciences, Inc., a Delaware limited liability company (“Tenant”)





Re: Lease Agreement dated                     , 2007, between DMH
Campus Investors, LLC, as Landlord,
and Tenant, as Tenant, as amended by
                                        
 (collectively, the
“Lease”), with respect to the premises (the “Premises”) commonly known as 12780 and 12790 El
Camino Real in the City of San Diego, County of San Diego, California, more particularly
described as [inert legal description here] (“Property”).


Tenant represents and warrants for the benefit of Beneficiary that as of
                    ,
20                    :




     1. Tenant is the present owner and holder of the tenant’s interest under the Lease and the
interest of Tenant in the Lease has not been assigned, sublet, or encumbered, except as follows
                    . A correct and complete copy of the Lease (including all modifications, amendments,
supplements, side letters, guaranties, addenda and riders of and to it) is attached to this
Certificate as Schedule 1. The Lease constitutes the entire agreement between Tenant and Landlord
with respect to the Premises. Tenant’s current notice address is set forth in the Lease. The size
of the Premises is approximately                      rentable square feet. No person or entity other than
Tenant is in possession of the Premises or any portion of the Premises, except as follows                     .
Tenant has not assigned the Lease or subleased the Premises or any portion of the Premises and has
not committed or agreed to enter into any such assignment or sublease, except as follows                     .



     2. The Commencement Date was
                    , 2007, and the Term of the Lease will expire on
                    . Tenant has no option or right to renew, extend or cancel the Lease, or to lease
additional space in or around the Premises, or to purchase any a portion of the Property or
Adjacent Parcel, other than the following
                                        
.



     3. The Monthly Rental currently payable under the Lease is
$                     and such rent has
been paid through                     ,
20                    . Tenant has paid operating expense charges of $
                    
for year-to-date 20___, and pays $                      per month for such estimated charges along with each
month’s Monthly Rental payment. Tenant is not entitled to any credit against any rent or other
charge or rent concession under the Lease. No rental payments have been made more than one month
in advance. Landlord has not, as an inducement, assumed any of Tenant’s lease obligations and has
made no agreements with Tenant covering free rent, partial rent, rebate of rental payments or any
other type of rental concession except as described in the Lease. Tenant has obtained all
insurance required of Tenant under the Lease, and all premiums have been paid. The current
unapplied balance of Tenant’s Security Deposit is $                      and currently has an effective Letter
of Credit supporting the Lease issued to Landlord in the amount of $                     ..



     4. Landlord has no construction obligations and Tenant has accepted the Premises subject to
no conditions. No party is in default under the Lease and no event has occurred which, with the
giving of notice or passage of time, or both, would constitute such a default. Tenant is not the
subject of any bankruptcy or other voluntary or involuntary proceeding, in or out of court, for the
adjustment of



7.









 







debtor-creditor relationships. The undersigned is unaware of any leaks, defects,
malfunctions, or other problems with the Property.




     5. The undersigned acknowledge the right of the Beneficiaries and their respective
successors and assigns to rely on the statements and representations of Tenant contained in this
Certificate, and further understands that the purchase and financing of the Property will be
made in material reliance on this Certificate. The undersigned is authorized by all necessary
action of Tenant to execute this Tenant Estoppel Certificate on behalf of Tenant. For the next
60 days, Tenant may not permit any change to the foregoing information without first notifying
Beneficiary in writing.


Tenant: Neurocrine Biosciences, Inc., a Delaware limited liability company




	 	 	 	 	 
	 	 	 
	 	By:  	
 	 
	 	 	                    ,
its                                       &nb
sp; 	 
	 	 	 	 
	 


[Attach Schedule 1 to Certificate: Lease with all amendments, side-letters, etc.]




8.









 








EXHIBIT H




Landlord’s Fixtures and Personal Property




BUILDING ONE




	 	 	 	 	 
	ROOM #	 	ROOM NAME	 	ASSET
	1026

	 	KITCHEN OFFICE
	 	Cafeteria PC Server and Software
	1031

	 	SERVERY
	 	Air Curtain Merchandiser
	1046

	 	SERVER ROOM
	 	CCTV System
	1046

	 	SERVER ROOM
	 	HVAC Equipment
	1046

	 	SERVER ROOM
	 	Public Address System
	1046

	 	SERVER ROOM
	 	Security Access System
	1054

	 	SEMINAR ROOM
	 	Audio Visual Systems
	3068

	 	BOARD ROOM
	 	Audio Visual Systems
	1010/10011/1053/1054/3068

	 	CONFERENCE ROOMS
	 	Drop Down Projection Screens
	1022/1029/1030/1031

	 	CAFETERIA/SERVERY
	 	Cafeteria Equipment and Furniture
	1047/2004/3004

	 	TELCO
	 	Patch Panels, Wiring Infrastructure
	ALL

	 	ALL OFFICES
	 	Window Treatments
	G1/2019/3015/3069

	 	FILE ROOMS
	 	High Density Filing Systems






BUILDING TWO




	 	 	 	 	 
	ROOM #	 	ROOM NAME	 	ASSET
	1004

	 	CHEMISTRY
	 	2 Walk-in Fume Hoods
	1004

	 	CHEMISTRY
	 	9X Fume Hoods
	1004

	 	CHEMISTRY
	 	Fume Hood Fire Suppression System
	1005

	 	CHEMISTRY
	 	4X Walk-in Fume Hoods
	1005

	 	CHEMISTRY
	 	3X Fume Hoods
	1005

	 	CHEMISTRY
	 	Fume Hood Fire Suppression System
	1032

	 	CHEMISTRY
	 	Fume Hood
	1044

	 	CHEMISTRY
	 	2X Fume Hood
	1047

	 	CHEMICAL STORAGE
	 	Automated Solvent Delivery System
	1047

	 	CHEMICAL STORAGE
	 	Solvent Waste Collection System
	1071

	 	TELCO
	 	Patch Panels, Wiring Infrastructure
	2024

	 	CHEMISTRY
	 	8X Fume Hoods
	2025

	 	CONFERENCE
	 	Drop Down Projection Screen
	2026

	 	GLASS WASH
	 	Fume Hood
	2026

	 	GLASS WASH
	 	Autoclave
	2027

	 	CHEMISTRY
	 	8X Fume Hoods
	2028

	 	CHEMISTRY
	 	8X Fume Hoods
	2043

	 	CHEMISTRY
	 	Fume Hood
	2043

	 	CHEMISTRY
	 	Walk-in Fume Hood
	2047

	 	TELCO
	 	Patch Panels, Wiring Infrastructure
	2057

	 	BIOLOGY
	 	Cold Room
	2056

	 	BIOLOGY
	 	2X Fume Hood
	3011

	 	CHEMISTRY
	 	Fume Hood
	3011

	 	CHEMISTRY
	 	Walk-in Fume Hood






9.









 






	 	 	 	 	 
	ROOM #	 	ROOM NAME	 	ASSET
	3031

	 	CHEMISTRY
	 	9X Fume Hoods
	3034

	 	CHEMISTRY
	 	9X Fume Hoods
	3039

	 	CHEMISTRY
	 	9X Fume Hoods
	3042

	 	CHEMISTRY
	 	2X Fume Hoods
	3050

	 	CHEMISTRY
	 	Fume Hood
	3052

	 	TELCO
	 	Patch Panels, Wiring Infrastructure
	3055

	 	BIOLOGY
	 	Fume Hood
	3059

	 	CHEMISTRY
	 	Fume Hood
	3066

	 	BIOLOGY
	 	Cold Room
	3078

	 	BIOLOGY
	 	3X Fume Hoods
	3105

	 	BIOLOGY
	 	1 Fume Hood
	1088/1089

	 	VIVARIUM WASH ROOM
	 	Autoclave
	1088/1089

	 	VIVARIUM WASH ROOM
	 	Cage Washer
	2000/2001/3001

	 	LIBRARY
	 	Library Shelving, Bookcases
	2019/2020

	 	CHEMISTRY
	 	2X Fume Hoods
	ALL

	 	ALL OFFICES
	 	Window Treatments
	G1-02

	 	EQUIPMENT
	 	Deionized Water System
	G1-02

	 	EQUIPMENT
	 	House Vacuum System
	Multiple

	 	ALL CHEMISTRY LABS
	 	Phoenix Control Valves and Equipment
	Multiple

	 	ALL LABORATORIES
	 	Laboratory Casework, Integrated Shelving, Sinks
	Site

	 	MECHANICAL YARD
	 	Emergency Diesel Generator






10.









 







	 	 	 	 	 	 	 	 	ELECTRICAL	 	WATER	 	WASTE	 	GAS	 	 
	MK.	 	 	QTY	 	 	DESCRIPTION	 	FLAMPS	 	KW	 	HP	 	VOLTS	 	PHASE	 	DIRECT	 	PLUG	 	COLD	 	HOT	 	DIRECT	 	INDIRECT	 	SIZE	 	KBTUH	 	REMARKS	STATUS
	1

	 	 	1	 	 	GREASE INTERCEPTOR
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PROVIDED GENERAL CONTRACTOR VERIFY LOCATION AND CAPACITY	 
	2

	 	 	1	 	 	WATER HEATER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	X
	 	 	 	 	 	 	 	X
	 	 	X	 	 	VERIFY LOCATION AND SPECIFICATION W./PLUMBING ENGINEER
	3

	 	 	1	 	 	MOP SINK W./FAUCET
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*
	 	1/2*
	 	2*
	 	 	 	 	 	 	 	 	 	NON-POROUS FLOOR MOUNTED TYPE WITH VACUUM BREAKER (ILLEGIBLE)	 
	4

	 	 	1	 	 	MOP AND BROOM RACK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PROVIDED BY G.C.
	5

	 	 	1	 	 	JANITORIAL CABINET
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL CABINET PROVIDED BY KEC	 
	6

	 	 	1	 	 	AIR CURTAIN
	 	8.7EA.
	 	 	 	 	 	 	 	 	 	120VEA.
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PROVIDED BY KEC. INSTALLED BY G.C
	7

	 	 	1L	 	 	EMPLOYEE’S LOCKER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PROVIDED BY G.C.	 
	8

	 	 	1	 	 	W.I. FREEZER W./LIGHTING
	 	 	5.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	N.S.F. AND U.L. LISTED PRE-FABRICATED G.I. PANEL
	9

	 	 	1	 	 	W.I. FREEZER CONDENSER
	 	 	12.0	 	 	 	1	 	 	 	3/4	 	 	208V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION OF THE CONDENSER	 
	10

	 	 	1	 	 	W.I. FREEZER COIL(FAN)
	 	VER.
	 	 	 	 	 	 	 	 	 	208V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	3/4*
	 	 	 	 	 	 	 	DRAINS TO FLOOR SINK
	11

	 	 	1L	 	 	W.I. FREEZER SHELVING
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	EPOXY FINISH	 
	12

	 	 	1	 	 	W.I. COOLER W./LIGHT
	 	 	5.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	N.S.F. AND U.L. LISTED PRE-FABRICATED G.I. PANEL
	13

	 	 	1	 	 	W.I. COOLER CONDENSER
	 	 	9.8	 	 	 	1	 	 	 	 	 	 	208V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION OF THE CONDENSER	 
	14

	 	 	1	 	 	W.I. COOLER COIL(FAN)
	 	 	3.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	3/4*
	 	 	 	 	 	 	 	DRAINS TO FLOOR SINK
	15

	 	 	1	 	 	W.I. COOLER SHELVING
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	EPOXY FINISH	 
	16

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	17

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	18

	 	 	1	 	 	3-COMP. POT SINK W./FAUCET
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*
	 	1/2*
	 	 	 	1 1/2*
	 	 	 	 	 	 	 	(ILLEGIBLE)
	19

	 	 	1	 	 	PRE-RINSE W./ADD ON FAUCET
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*
	 	1/2*	 	 	 	 	 	 	 	 	 	 	 	 	 
	20

	 	 	1	 	 	WALL SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL
	21

	 	 	1	 	 	WORK TABLE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	22

	 	 	1	 	 	POT AND PAN SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	W./EPOXY FINISH
	23

	 	 	1	 	 	WORK TABLE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	24

	 	 	1	 	 	OVER HEAD POT RACK
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL
	25

	 	 	1	 	 	OVER SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	26

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	27

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	28

	 	 	1	 	 	PREP SINK W./FAUCET
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*
	 	1/2*
	 	 	 	1 1/2*
	 	 	 	 	 	 	 	STAINLESS STEEL, MEETS EHP -333,
DRAINS TO FLOOR SINK
	29

	 	 	1	 	 	PREP SINK TABLE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	30

	 	 	1	 	 	WALL SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL
	31

	 	 	1	 	 	FOOD SLICER
	 	 	3.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	32

	 	 	1	 	 	HAND SINK W./SPLASH GD.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*
	 	1/2*
	 	1 1/2*
	 	 	 	 	 	 	 	 	 	SOAP AND TOWEL DISPENSER PROVIDED BY GENERAL CONTRACTOR
	33

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	34

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	35
	 	 	1	 	 	MIXER
	 	 	8.2	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	36

	 	 	1	 	 	MIXER STAND
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL
	37

	 	 	1	 	 	WALL SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	38

	 	 	1	 	 	WORK TABLE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL
	39

	 	 	1	 	 	WORK COUNTER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	40

	 	 	1	 	 	FLOOR TROUGH
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2*
	 	 	 	 	 	 	 	 	 	STAINLESS STEEL, PROVIDED BY KEC, INSTALLED BY G.C.
	41

	 	 	1	 	 	SOUP KETTLE W./STAND
	 	 	3.0	 	 	 	 	 	 	 	 	 	 	120V	 	 	1	 	 	 	 	δ
	 	1/2*
	 	1/2*	 	 	 	3/4*
	 	3/4*
	 	 	33.0	 	 	DRAINS TO FLOOR SINK(FUTURE ITEM)	 
	42

	 	 	1	 	 	CONVECTION STEAMER
	 	 	5.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ
	 	1/4*
	 	EA.
	 	 	 	1-1/4*
	 	1/2*
	 	 	75.0	 	 	DRAINS TO FLOOR SINK
	43

	 	 	 	 	 	R.O. WATER FILTRATION
SYSTEM
	 	 	5.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ
	 	1/2*
	 	 	 	 	 	 	 	 	 	 	 	 	 	(ILLEGIBLE)	 
	44

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	45

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	46

	 	 	1	 	 	EXHAUSHT HOOD W./LIGHT
	 	 	4.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	V.L. LISTED, STAINLESS STEEL
	47

	 	 	1	 	 	EXHAUSHT BLOWER
	 	VER.
	 	 	 	 	 	 	 	 	 	208V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION ON ROOF, PROVIDED BY MECH. CONTRACTOR	 
	48

	 	 	1	 	 	MAKE-UP AIR SYSTEM
	 	VER.
	 	 	 	 	 	 	 	 	 	208V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	.	 	 	VERIFY LOCATION ON ROOF, PROVIDED BY MECH. CONTRACTOR
	49

	 	 	1	 	 	RANGE W./OVEN
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3/4*
	 	 	215.0	 	 	 	 
	50

	 	 	1	 	 	WALL FLASHING
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL
	51

	 	 	1L	 	 	QUICK GAS DISCONNECT KITS
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY QUANTITIES AND SIZES	 
	52

	 	 	1	 	 	DOUBLE DECK CONV, OVEN
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3/4*EA
	 	 	62.0	 	 	STAINLESS STEEL
	53

	 	 	1	 	 	WALL SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	54

	 	 	1	 	 	FIRE PROTECTION SYSTEM
	 	VER.
	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	j
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(ILLEGIBLE)
	55
	 	 	1	 	 	WALL SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	56

	 	 	1	 	 	FOOD PROCESSOR
	 	 	12.0	 	 	 	 	 	 	 	1.0	 	 	120V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	57
	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	58

	 	 	-	 	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	59
	 	 	1	 	 	REACH-IN REFRIGERATOR
	 	 	10.8	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 
	60

	 	 	1L	 	 	DRY STORAGE SHELVING
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MIN, 98 LIN,FEET, W/EPOXY FINISH
	61
	 	 	1L	 	 	B-I-B SYSTEM
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	PROVIDED BY PURVEYOR	 
	62

	 	 	1	 	 	FLOOR TROUGH
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2*
	 	 	 	 	 	 	 	 	 	STAINLESS STEEL, PROVIDED BY KEC, INSTALLED BY G.C.
	63
	 	 	1	 	 	ICE MAKER
	 	 	13.8	 	 	 	 	 	 	 	 	 	 	200V
	 	 	1	 	 	 	 	δ	 	 	 	3/8*
	 	 	 	3/4*	 	 	 	 	 	 	 	DRAINS TO FLOOR SINK	 
	64

	 	 	1	 	 	ECE BIN
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3/4*
	 	 	 	 	 	 	 	DRAINS TO FLOOR SINK
	65
	 	 	1	 	 	WATER FILTER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*
	 	 	 	 	 	 	 	 	 	 	 	 	 	FOR ICE MAKER	 
	66

	 	 	-	 	 	- SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	67

	 	 	-	 	 	- SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	68

	 	 	1	 	 	REF. PIZZA PREP UNIT
	 	 	0.7	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED
	69

	 	 	1	 	 	WORK TABLE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	70

	 	 	1	 	 	ELECTRICAL OVEN
	 	VER.
	 	 	 	 	 	 	 	 	 	208V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	COUNTER TOP FOR BAKING ONLY
	71

	 	 	1	 	 	WALL SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	72

	 	 	1	 	 	HAND SINK W./SPLASH GD.
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*
	 	1/2*
	 	1/2*
	 	 	 	 	 	 	 	 	 	SOAP AND TOWEL DISPENSER PROVIDED BY GENERAL CONTRACTOR
	73

	 	 	1	 	 	FOOD HOLDING CABINET
	 	 	16.6	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	74

	 	 	1	 	 	FOOD HOLDING CABINET
	 	 	16.6	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	75
	 	 	-	 	 	- SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	76

	 	 	-	 	 	- SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	77
	 	 	1	 	 	WORK COUNTER
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 
	78

	 	 	1	 	 	WALL SHELF
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL
	79
	 	 	1	 	 	GRIDDLE W./HOT PLATE
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3/4*
	 	 	150.0	 	 	 	 
	80

	 	 	1	 	 	REFRIGERATED STAND
	 	 	10.0	 	 	 	 	 	 	 	 	 	 	120V
	 	 	1	 	 	 	 	δ
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED







11.











 










	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ELECTRICAL	 	WATER	 	WASTE	 	GAS	 	 	 	 
	MK.	 	QTY	 	DESCRIPTION	 	FLAMPS	 	KW	 	HP	 	VOLTS	 	PHASE	 	DIRECT	 	PLUG	 	COLD	 	HOT	 	DIRECT	 	INDIRECT	 	SIZE	 	KBTUH	 	REMARKS	 	STATUS
	81	 	1	 	GAS CHAR-BROLER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	3/4*	 	20.0	 	GAS RADIANT	 	 
	82	 	1	 	WALL FLASHING	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	83	 	1L	 	GAS QUICK DISCONNECT KITS	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION AND SIZES	 	 
	84	 	1	 	DUMP STATION W./HEAT LAMP	 	7.3	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	85	 	1	 	FRYER W./ FILTRATION SYSTEM	 	10.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	1/2*	 	110.0	 	 	 	 
	86	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	87	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	88	 	1	 	EXHAUST HOOD W./LIGHT	 	4.0	 	 	 	 	 	120V	 	1	 	o 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	U.L.LISTED, STAINLESS STEEL	 	 
	89	 	1	 	EXHAUST BLOWER	 	VER.	 	 	 	 	 	208V	 	1	 	o	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION ON ROOF, PROVIDED BY MECH.CONTRACTOR	 	 
	90	 	1	 	MAKE - UP AIR SYSTEM	 	VER.	 	 	 	 	 	200V	 	1	 	o	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION ON ROOF, PROVIDED BY MECH.CONTRACTOR	 	 
	91	 	1	 	FIRE PROTECTION SYSTEM	 	VER.	 	 	 	 	 	120V	 	1	 	o	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION ON ROOF	 	 
	92	 	1	 	WORK COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	93	 	1	 	WALL SHELF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	94	 	1	 	REACH - IN FREEZER	 	10.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF - CONTAINED	 	 
	95	 	-	 	- SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	96	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	97	 	1	 	HAND SINK W./SPLASH GO.	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*	 	1/2*	 	1/2*	 	 	 	 	 	 	 	SOAP AND TOWEL DISPENSER PROVIDED BY GENERAL CONTRACTOR	 	 
	98	 	1	 	WORK COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	99	 	1	 	WALL SHELF	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	100	 	1	 	CONDIMENT COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY PHESH	 	 
	101	 	1L	 	CONDIMENT COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(ILLIGIBLE)	 	 
	102	 	1L	 	CONDIMENT COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	103	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	104	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	105	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	106	 	1	 	HEATED CABINET DISPLAY	 	9.4	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	107	 	1	 	HEATED CABINET DISPLAY	 	6.5	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	108	 	1	 	SPECIALITY COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	109	 	1	 	TRAY SLIDE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	110	 	2	 	FILLER FAUCET	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*EA.	 	 	 	 	 	 	 	 	 	 	 	 
	111	 	1	 	SNEEZE GUARD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(ILLEGIBLE)	 	 
	112	 	1	 	HOT FOOD WELL	 	18.0	 	 	 	 	 	208V	 	1	 	o	 	 	 	 	 	 	 	 	 	1/2*	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	113	 	2	 	HEATED PLATE DISPENSER	 	5.0EA.	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	114	 	1	 	SOUP WARMER	 	3.4	 	 	 	 	 	208VEA.	 	1	 	o	 	 	 	 	 	 	 	 	 	1/2*	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	115	 	1	 	SOUP WARMER	 	3.4	 	 	 	 	 	208VEA.	 	1	 	o	 	 	 	 	 	 	 	 	 	1/2*	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	116	 	1	 	SOUP WARMER	 	3.4	 	 	 	 	 	208VEA.	 	1	 	o	 	 	 	 	 	 	 	 	 	1/2*	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	117	 	-	 	-SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	118	 	-	 	-SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	119	 	1L	 	SOUP BOWL DISPLAY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	120	 	1	 	DUAL TEMP WELL	 	17.0	 	 	 	 	 	120/208V	 	1	 	 	 	δ	 	 	 	 	 	 	 	1*	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	121	 	2	 	HEATED PLATE DISPENSER	 	5.0EA.	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	122	 	1	 	GRILL SERVICE COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	123	 	1	 	TOASTER	 	8.4	 	 	 	 	 	208V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	124	 	1	 	REFRI, SANDWICH PREP UNIT	 	9.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	125	 	1L	 	SNEEZE GUARD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MEETS EHP-885	 	 
	126	 	2	 	HEATED PLATE DISPENSER	 	5.0EA.	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	127	 	-	 	-SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	128	 	-	 	-SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	129	 	1	 	TRAY SLIDE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	130	 	1	 	WATER FILLER FAUCET	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*	 	 	 	 	 	 	 	 	 	 	 	 
	131	 	1	 	HOT FOOD WELL	 	15.0	 	 	 	 	 	208VEA.	 	1	 	o	 	 	 	 	 	 	 	 	 	1/2*	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	132	 	1L	 	SNEEZE GUARD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MEETS EHP-885. VERIFY SIZE	 	 
	133	 	1	 	HOT FOOD WELL	 	15.0	 	 	 	 	 	208VEA.	 	1	 	o	 	 	 	 	 	 	 	 	 	1/2*	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	134	 	1	 	HOT ENTRÉE COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	135	 	2	 	HEATED PLATE DISPENSER	 	5.0EA.	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	136	 	1	 	SNEEZE GUARD W./LIGHT	 	13.2	 	 	 	 	 	120V	 	1	 	o	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MEETS EHP-885. VERIFY SIZE	 	 
	137	 	1	 	HEATED SHELF	 	14.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	138	 	2	 	HEATED PLATE DISPENSER	 	5.0EA.	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	139	 	1	 	TRAY COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	140	 	1	 	TRAY DISPLAY	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	141	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	142	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	143	 	3	 	PLATE DISPENSER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	144	 	1L	 	TRAY SLIDE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	145	 	1	 	DROP-IN COLD PAN	 	7.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	1/2*	 	 	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	146	 	1L	 	SNEEZE GUARD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	MEETS EHP-885, VERIFY SIZE	 	 
	147	 	1	 	SALAD BAR COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	(ILLIGIBLE)	 	 
	148	 	1	 	DROP-IN COLD PAN	 	7.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	1/2*	 	 	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	149	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	150	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	151	 	1	 	BEVERAGE COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	152	 	1L	 	TRAY SLIDE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	153	 	1	 	CUP DISPENSER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	154	 	1	 	COFFEE MAKER	 	20.0	 	 	 	 	 	120/208V	 	1	 	 	 	δ	 	1/4*	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	155	 	1	 	SELF-SERVICE ESPRESSD	 	17.0	 	 	 	 	 	208V	 	1	 	 	 	δ	 	1/2*	 	 	 	1/2*	 	 	 	 	 	 	 	DRAIN TO FLOOR SINK	 	 
	156	 	1	 	POWDER DRINK MACHINE	 	15.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	1/4*	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	157	 	1	 	GLASS DISPENSER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	158	 	1	 	ICED TEA MAKER/DISPENSER	 	15.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	1/4*	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	159	 	1	 	SOFT DRINK DISPENSER	 	6.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	1/2*	 	 	 	 	 	 	 	SELF-SERVICE W./PUSH BUTTOM TYPE,DRAINS TO FLOOR SINK	 	 
	160	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	161	 	-	 	-SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	162	 	1	 	CARBONATER	 	5.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	1/2*	 	 	 	X	 	 	 	 	 	 	 	DRAINS TO FLOOR SINK, SEE HEALTH NOTE FOR BP VALUE DETAIL	 	 







12.











 






FOOD SERVICE EQUIPMENT SCHEDULE



     



	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	ELECTRICAL	 	WATER	 	WASTE	 	GAS	 	 	 	 
	MK.	 	QTY	 	DESCRIPTION	 	FLAMPS	 	KW	 	HP	 	VOLTS	 	PHASE	 	DIRECT	 	PLUG	 	COLD	 	HOT	 	DIRECT	 	INDIRECT	 	SIZE	 	KBTUH	 	REMARKS	 	STATUS
	163
	 	1	 	JUICE DISPENSER	 	10.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	164
	 	1	 	SOFT SERVE CONE DISPENESER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	165
	 	1	 	SOFT SERVE MACHINE	 	35.0	 	 	 	 	 	206V	 	1	 	j	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	166
	 	1	 	TOPPING CONTAINER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	167
	 	1	 	REF. MERCHANDISER	 	10.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	168
	 	1	 	REF. MERCHANDISER	 	10.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	SELF-CONTAINED	 	 
	169
	 	-	 	- SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	170
	 	-	 	- SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	171
	 	1	 	CASH REGISTER	 	5.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	PROVIDED BY OWNER	 	 
	172
	 	1	 	CASHIER COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CUSTOM MILLWORK	 	 
	173
	 	1	 	TRAY SLIDE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CUSTOM STAINLESS STEEL	 	 
	174
	 	2	 	TRAY SLIDE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CUSTOM STAINLESS STEEL	 	 
	175
	 	1	 	CASHIER COUNTER	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	CUSTOM MILLWORK	 	 
	176
	 	1	 	CASH REGISTER	 	5.0	 	 	 	 	 	120V	 	1	 	 	 	δ	 	 	 	 	 	 	 	 	 	 	 	 	 	PROVIDED BY OWNER	 	 
	177
	 	-	 	- SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	178
	 	-	 	- SPARE NUMBER -	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	179
	 	1L	 	DISH CART	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	180
	 	1	 	HAND SNK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*	 	1/2*	 	1 1/2*	 	 	 	 	 	 	 	SOAP AND TOWEL PROVIDED BY G.C	 	 
	181
	 	1	 	HOSE REAL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*	 	1/2*	 	 	 	 	 	 	 	 	 	VERIFY HT.	 	 
	182
	 	1	 	POWER DISHTABLE	 	10.0	 	 	 	 	 	208V	 	3	 	j	 	 	 	1/2*	 	 	 	 	 	1*	 	 	 	 	 	DRAINS TO FLOOR SINK	 	 
	183
	 	1	 	GARBAGE DISPOSAL	 	13.8	 	 	 	5	 	208V	 	3	 	j	 	 	 	1/2*	 	 	 	2*	 	 	 	 	 	 	 	DIRECT WASTE	 	 
	184
	 	1	 	DISHTABLE TROUGH	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	185
	 	1	 	HOSE REAL	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	1/2*	 	1/2*	 	 	 	 	 	 	 	 	 	VERIFY HT.	 	 
	186
	 	1	 	MOBILE SOAKING SINK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	187
	 	1	 	MOBILE RACK /WORK STATION	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	188
	 	-	 	- SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	189
	 	-	 	- SPARE NUMBER-	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	190
	 	1	 	U.L. PANT DUCT STEAM HOOD	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	U.L. LISTED, STAINLESS STEEL	 	 
	191
	 	1	 	EXHAUST BLOWER	 	VER.	 	 	 	 	 	120V	 	1	 	j	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION	 	 
	192
	 	1	 	MAKE-UP AIR SYSTEM	 	VER.	 	 	 	 	 	120V	 	1	 	j	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	VERIFY LOCATION	 	 
	193
	 	1	 	DISHWASHER	 	45.1	 	 	 	 	 	450V	 	3	 	j	 	 	 	 	 	3/4*	 	 	 	3*	 	 	 	 	 	DRAINS TO FLOOR SINK, WITH A LEGAL AIR CAP	 	 
	194
	 	1	 	BOOSTER HEATER	 	54.0	 	 	 	 	 	480V	 	3	 	j	 	 	 	 	 	3/4*	 	 	 	X	 	 	 	 	 	RELIEF VALVE, DRAINS TO FLOOR SINK	 	 
	195
	 	1	 	POWER CLEAN DISHTABLE	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	STAINLESS STEEL	 	 
	196
	 	1	 	DISH RACK	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	W./EPOXY FINISH	 	 
	197
	 	1	 	CONTROL PANEL FOR POWER DISHTABLE	 	10.0	 	 	 	 	 	208V	 	1	 	j	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	10.0	 	 	 	 	 	208V	 	1	 	j	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 







13.











 










 









 








EXHIBIT I




Standards for Exit Assessment



The following minimum studies and assessments to be conducted in accordance with the applicable
portions of ASTM Standards for Phase I Environmental Assessments adopted on November 1, 2005, as
may be changed by applicable authority, subject to follow-up testing if warranted by the following:





	A.	 	The following assessments and inspections:






	 	1.	 	     “Interior and Exterior Site Assessment” consisting of a visual inspection of
all surfaces (including, without limitation, floors, walls, ceiling tiles, benches,
sinks, interior cabinets, exterior areas, and fume hoods) for signs of contamination
and deterioration. Visual inspection of all bench and hood sinks and readily
accessible drain lines for signs of deterioration, loss of integrity and leakage. The
Interior and Exterior Site Assessment shall include detailed written documentation of
all observations and dated photos to document the existing condition thereof.
	 
	 	2.	 	     Visual Inspection of Wastewater Collection System piping exclusively serving
the Premises for any breaks in or degradation of such piping systems, or any
accumulated Hazardous Materials.
	 
	 	3.	 	     Assessment of biological waste storage unit and any hazardous or radioactive
waste storage units, including governmental disclosures and decontamination
certificates relating to the same.
	 
	 	4.	 	     In order to verify that there is no contamination of the laboratory hoods and
exhaust system, an inspection shall be made consisting of an inspection of the
laboratory hoods and exhaust system with detailed documentation of all observances,
including without limitation, observed solids, liquids, odors or Hazardous Materials
entrapment. Such inspection shall include inspection of the roof area to determine the
existence of any deterioration from condensation of Hazardous Materials produced by
Tenant in the exhaust system that causes such deterioration.




B. The Assessment Criteria shall also include such sampling and testing as the consultant
reasonably recommends based upon his or her observations, including post-cleanup sampling to verify
absence of Hazardous Materials.




 









 








EXHIBIT J




PURCHASE AGREEMENT and ESCROW INSTRUCTIONS




[TO BE ATTACHED]