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SUBLEASE AGREEMENT
 between
 AVANIR PHARMACEUTICALS,
as Sublandlord
 and
 HALOZYME, INC.
as Subtenant
 Building
Address:
    
11388 Sorrento Valley Road
San Diego, California 92121




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SUBLEASE AGREEMENT
 Sublease Effective Date Sublandlord Subtenant Parent Parties Party
 W I T N E S S E T H:
 Master Landlord Master Lease Exhibit A
 Master Lease
Premises Center
 Additional Master
Landlord Additional Master Lease
 Additional Master Lease Premises Additional Center Campus
  Sublease Premises
  1




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1.
    
    Summary and Definitions:The following definitions apply in this Sublease:
 (a)
    
    Base Rent. Base Rent shall be as follows:
 Period DuringSublease Term
    
    Monthly Base RentSublease Commencement Date
(estimated to be July 1, 2007)
through and including December 31,
2007
    
    $0.00January 1, 2008 through and
including June 30, 2008
    
    $1.10 per sq. foot per month or $30,332.50July 1, 2008 through and including
August 31, 2008
    
    $2.288 per sq. foot per month or $63,091.60
 (b)
    
    Security Deposit: $400,000.00. Subtenants obligation to make a
Security Deposit may be satisfied by the deposit of a letter of credit, which letter of
credits principal face amount is subject to reduction on certain terms and conditions,
all as set forth in Paragraph 16 hereof. Sublandlord and Subtenant acknowledge
that the deposit of a single letter of credit in the principal face amount of $400,000
in connection with that certain sublease governing the premises located at 11404
Sorrento Valley Road, San Diego, California 92121 shall satisfy the Subtenants
obligation to make a Security Deposit under this Sublease.(c)
    
    Sublease Premises: The entirety of the Master Lease Premises
constituting approximately 27,575 rentable square feet at 11388 Sorrento Valley Road,
San Diego, California 92121 (the Building), as depicted on Exhibit B
attached hereto.(d)
    
    Term: The term of this Sublease (Sublease Term) shall
commence on the later of the following two occurrences: 1) the date upon which
Subtenant shall have obtained the consent of Master Landlord to this Sublease, which
shall be diligently prosecuted, or 2) the date upon which Subtenant obtains clearance
of its license applications required for the conduct of its business, which shall be
diligently prosecuted (Sublease Commencement Date). The Sublease Term shall
expire on August 31, 2008, or such earlier date on which this Sublease may be
terminated in accordance with the provisions hereof or the provisions of the Master
Lease, as incorporated herein (Sublease Expiration Date), in which case
Sublandlord shall promptly provide Subtenant with prior written notice of such
termination. In no event shall Subtenant conduct Subtenants business operations from
the Sublease Premises prior to the Sublease Commencement
 2




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Date. Subtenant shall have the right to enter the Sublease Premises upon execution
of the Sublease prior to the anticipated Sublease Commencement Date for any purposes
other than to conduct its business operations, including but not limited to,
monitoring construction, installing furniture, networks, telecommunication equipment
and fiber and any other personal property, provided, however that any such entry
shall be subject to Subtenants waiver and indemnity provisions set forth in this
Sublease and Subtenant shall not interfere with any activity of Sublandlord on the
Sublease Premises.
 2.
    
    Sublease.Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord,
the Sublease Premises, together with all appurtenances thereto as provided in the Master
Lease, for the Sublease Term and on the terms and conditions contained in this Sublease.
Subtenants sublease of the Sublease Premises is subject to the terms and conditions of the
Master Lease as incorporated herein and further subject to the terms and conditions of this
Sublease.3.
    
    Condition of Sublease Premises.
 (a)
    
    In entering into this Sublease, Subtenant acknowledges that, except as
expressly set forth in this Sublease, Subtenant has not relied upon or been induced by
any statements or representations of Sublandlord or any other parties or persons with
respect to the physical condition of the Sublease Premises or with respect to any other
matter affecting the Sublease Premises, that might be pertinent in considering the
leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on
the contrary and except as expressly set forth in this Sublease, relied solely on such
investigations, examinations and inspections as Subtenant has chosen to make or have
made on its behalf. Upon taking possession of the Sublease Premises, Subtenant shall be
deemed to have accepted the Sublease Premises in its then as-is where-is condition.(b)
    
    Sublandlord represents and warrants that: (i) to the best of its knowledge, as
of the Sublease Commencement Date, the Sublease Premises complies with all laws, codes,
ordinances and other governmental requirements then applicable to the Sublease Premises
and (ii) to the best of its knowledge, as of the Sublease Commencement Date, there are
no material defects in the Sublease Premises which would unreasonably interfere with
Subtenants use and enjoyment of the Sublease Premises.(c)
    
    By taking possession of the Sublease Premises, Subtenant shall conclusively
evidence that the Sublease Premises are fully completed and are suitable for
Subtenants purposes, that the Building and the Sublease Premises are in good and
satisfactory condition, and that Subtenant waives any defect therein.(d)
    
    Sublandlord shall complete an Exit Assessment as described in Section
14.8 of the Master Lease and shall obtain any required regulatory certification of
the
 3




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Sublease Premises at least five (5) days prior to the Sublease Commencement Date,
unless waived in writing by Subtenant.(e)
    
    Subject to the terms and conditions of this Paragraph 3(e), Sublandlord
and its agents, employees and contractors shall be afforded full access to the Sublease
Premises during normal business hours for the purpose of removing the Cesium 137
Irradiator (the Irradiator) and removing any Hazardous Materials from the Sublease
Premises that were caused by the Irradiator. Sublandlord shall remove the Irradiator
and such Hazardous Materials by July 31, 2007. Sublandlord shall hold harmless, defend
and indemnify Subtenant from all liability, costs (including reasonable attorneys
fees), damage and claims arising from any bodily injury, property damage or mechanics
lien claims directly and solely resulting from entry and activities on the Sublease
Premises by Sublandlord, its agents, employees and contractors arising from the
Irradiator and the existence and removal of Hazardous Materials caused by the
Irradiator. Notwithstanding the foregoing, Sublandlord shall not be liable to
Subtenant, nor shall Sublandlord have any obligation to hold harmless, defend or
indemnify Subtenant from any liability, costs, damage or claims which are related to
Subtenants gross negligence or willful misconduct.
 4.
    
    Base Rent.
 Paragraph 1
 5.
    
    Additional Rent.
 Paragraph 4 Additional Rent Subtenants Rent
 4




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6.
    
    Rent Payments.
 (a)
    
    Subtenants Rent and all other charges, expenses or other sums Subtenant is
required to pay to Sublandlord hereunder shall be due and payable without billing or
demand, and without deduction, set-off or counterclaim, except as otherwise provided
herein, in lawful money of the United States of America, at Sublandlords address for
notices in Paragraph 15 hereof or to such other person or at such other place
as Sublandlord may designate in writing, and shall be due and payable by Subtenant to
Sublandlord on or before the date specified in this Sublease, provided that if no date
is specified as to the applicable payment, then on or before (i) three (3) business
days prior to the corresponding date provided in the Master Lease for payment of the
same by Sublandlord to Master Landlord (provided that in no event shall such period be
shortened to a duration of less than two (2) business days) or (ii) if there is no
corresponding date provided in the Master Lease for payment of the same by Sublandlord
to Master Landlord, then ten (10) business days after written request from Sublandlord
to Subtenant. The failure of Subtenant to make payment in full of Subtenants Rent or
any other charges, expenses or other sums Subtenant is required to pay to Sublandlord
hereunder by the due date provided herein for such payment, shall potentially subject
Subtenant to the obligation to pay to Sublandlord interest in accordance with the
provisions of Paragraph 18.(b)
    
    If the Sublease Term commences on a day other than the first day of a calendar
month or ends on a day other than the last day of a calendar month, then Subtenants
Rent for the first and last fractional months of the Sublease Term shall be
appropriately prorated.(c)
    
    Sublandlord may upon reasonable prior written notice (which notice shall
include Master Landlords address and Master Landlords acknowledgement of such notice)
instruct Subtenant to make any payment of Subtenants Rent directly to Master Landlord,
in which event Subtenant shall timely make all such payments so instructed directly to
Master Landlord (with a copy of the check to be contemporaneously forwarded by
Subtenant to Sublandlord at the time of making of each such payment), and in such event
Sublandlord shall have no responsibility to Subtenant for the payment of any such
amount, and Subtenant shall be solely responsible for any interest or late charges that
may be imposed as a result of any failure of Subtenant to have timely and properly made
any such payment to Master Landlord. Any payment made directly by Subtenant to Master
Landlord at the request of Sublandlord shall be credited against any of Subtenants
Rent due under this Sublease as and when received by Master Landlord.
 5




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7.
    
    Use.
  8.
    
    Operating Costs, Real Estate Taxes and Utilities.
 (a)
    
    Commencing on the Sublease Commencement Date, Subtenant shall pay Subtenants
Pro Rata Share (as defined below) of Operating Costs (as defined in the Master Lease),
Real Property Taxes (as defined in the Master Lease), and insurance costs incurred by
Sublandlord under the Master Lease. Subtenants Pro Rata Share is one hundred percent
(100%), which represents the ratio of the rentable square footage of the Sublease
Premises to the Rentable Square Footage of the Master Lease Premises (Subtenants
Pro Rata Share). Subtenants Pro Rata Share shall be computed by Sublandlord on a
monthly or other periodic basis selected by Sublandlord. Subtenants shall pay the
amount of such pro rata share within ten (10) business days after receipt of a
statement from Sublandlord.(b)
    
    Sublandlord may incur actual, third-party, out-of-pocket costs and expenses
related to the operation of the Center or Campus, as more specifically described on
Exhibit F attached hereto (collectively, Additional Operating Costs).
Subtenant shall be responsible for reimbursing Sublandlord for Subtenants prorate
share of such Additional Operating Costs as provided below. Subtenants pro rata share
of Additional Operating Costs shall be one hundred percent (100%) with respect to
Additional Operating Costs that are incurred by Sublandlord for the sole benefit of the
Sublease Premises. To the extent that the Additional Operating Costs are not for the
sole benefit of the Sublease Premises and benefit or are related to the Campus and/or
Center as a whole, then Subtenants pro rata share of the Additional Operating costs
shall represent the ratio of the Rentable Square Footage of the Sublease Premises to
the Rentable Square Footage of the Campus and/or the Center, as applicable; provided,
however, that in no event shall Subtenant have any obligation to reimburse Sublandlord
for any Additional Operating Costs that are incurred for the sole benefit of the
premises located at 11388 Sorrento Valley Road. Subtenant shall pay the amount of such
pro rata share within ten (10) business days after receipt of a statement from
Sublandlord along with reasonable documentary evidence of Sublandlords payment of such
costs. Subtenant shall bear such Additional Operating Costs commencing on the Sublease
Commencement Date. The Additional Operating Costs shall be included in the defined
term Subtenants Rent.
 6




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9.
    
    Status of Master Lease.
 (a)
    
    Sublandlord and Subtenant confirm and agree that this Sublease is subject and
subordinate to all of the terms, covenants and conditions of the Master Lease and to
the matters to which the Master Lease shall be subordinate. Without limiting the
generality of the foregoing, in the event of termination of Sublandlords interest
under the Master Lease for any reason (including, without limitation, upon the
occurrence of any casualty or condemnation pertaining to the Sublease Premises) this
Sublease shall terminate coincidentally therewith and Sublandlord shall return to
Subtenant the Security Deposit and any prepaid Subtenants Rent not applied to a
default of Subtenant within twenty (20) days of such termination.(b)
    
    Sublandlord represents to Subtenant that the Master Lease represents that
entire agreement between Master Landlord and Sublandlord respecting the subject matter
thereof, is in full force and effect, and, that to Sublandlords knowledge, no default
or event that, with the passing of time or the giving of notice or both, would
constitute a default, exists on the part of Sublandlord, or, to Sublandlords
knowledge, the Master Landlord. Sublandlord agrees to perform all of its obligations
under the Master Lease and, except for a termination of the Master Lease in connection
with a casualty or condemnation pursuant to Sublandlords express rights as set forth
therein, to maintain the Master Lease in full force and effect, except to the extent
that any failure to maintain the Master Lease is due to the failure of Subtenant to
comply with any of its obligations under this Sublease. Sublandlord shall not amend or
modify the Master Lease in such a manner as to materially adversely affect Subtenants
use of the Subleased Premises or increase the obligations or decrease the rights of
Subtenant hereunder, without the prior written consent of Subtenant, which may be
granted or withheld at Subtenants sole discretion.(c)
    
    If Sublandlord fails to pay any sum of money to Master Landlord, or fails to
perform any other act on its part to be performed under the Master Lease or this
Sublease, then Subtenant may, but shall not be obligated to, make such payment or
perform such act. All such sums paid, and all reasonable costs and expenses of
performing any such act, shall be payable by Sublandlord to Subtenant upon demand.(d)
    
    In the event that Subtenant desires to make any alterations or improvements, or
otherwise take any action that will require the consent of Master Landlord, then
Subtenant shall process such consent with the Master Landlord. Sublandlord shall
cooperate, at no cost or expense to Sublandlord in connection with Subtenant obtaining
such consent of Master Landlord.
 10.
    
    Incorporation of Master Lease Terms.
 (a)
    
    The applicable terms, covenants and conditions contained in the Master Lease
are hereby incorporated herein and shall, as between Sublandlord and Subtenant,
constitute additional terms, covenants and conditions of this Sublease, except to
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the extent set forth below. Except as provided in this Paragraph 10, all
references in the Master Lease to Landlord Tenant Lease Premises
Commencement Date and Rent shall, for purposes of incorporation thereof into
this Sublease, mean and refer to Sublandlord, Subtenant, Sublease, Sublease
Premises, Sublease Commencement Date and Subtenants Rent, respectively.
Subtenant agrees to be bound by the provisions of the Master Lease incorporated
herein and to keep, observe and perform for the benefit of the Master Landlord and
Sublandlord each off the terms, covenants and conditions on its part to be kept,
observed and performed hereunder as well as those applicable terms, covenants and
conditions to be observed and performed by Sublandlord as Tenant under the Master
Lease with respect to the Sublease Premises. Without limiting the foregoing,
Subtenant shall not commit or permit to be committed on the Sublease Premises any
act or omission which shall violate any term, covenant or condition of the Master
Lease. Subtenant shall under no circumstances have any rights with respect to the
Sublease Premises greater than Sublandlords rights under the Master Lease.(b)
    
    In the event of conflict between any provision of the Master Lease which is
incorporated herein as described above in this Paragraph 10 and any provision
of this Sublease, the provisions of this Sublease shall control.(c)
    
    The following Sections and provisions of the Mater Lease do not apply to, shall
not be a part of, and are not incorporated into this Sublease.
 Specific Section ExcludedSection
    
    Subject Matter
    
    If not entire Section)Section 1
    
    Basic Lease Terms
    
    1.1, 1.2, 1.3, 1.4, 1.5, 1.6, 1.7,
1.11, 1.12Section 2
    
    The PremisesSection 3
    
    Lease TermSection 4
    
    Rent
    
    Section 4.1 (Minimum Monthly
Rent)Section 5
    
    Security DepositSection 6
    
    Operating Expenses
    
    6.1, 6.2, 6.5Section 8
    
    Real Property Taxes
    
    8.1, 8.2Section 16
    
    Damage and DestructionSection 17
    
    CondemnationSection 18
    
    Assignment and Subletting
    
    18.2(c)Section 20
    
    Surrender
    
    20.4Section 21
    
    Default by Tenant
    
    Section 21(d)(v)Section 23
    
    Default by Landlord
    
    23.3(a)Section 24
    
    General Provisions
    
    24.6
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Rules and Regulations
 (d)
    
    References in the following sections of the Master Lease to Landlord shall be
deemed to refer to Master Landlord only: 7.2, 9.1, 9.4, 9.7, 11.5, and 24.24.(e)
    
    The reference to Avanir Pharmaceuticals in Section 14.2 shall be deemed to
refer to Halozyme, Inc.(f)
    
    Sublandlord and Subtenant agree that Sublandlord shall not be responsible or
liable to Subtenant for the performance or non-performance of any obligations of Master
Landlord under the Master Lease, and in furtherance thereof agree as follows:
 (i)
    
    Notwithstanding anything to the contrary contained in this
Sublease, Sublandlord shall not be required to (A) provide or perform any
insurance and services or any alterations, improvements, improvement allowances
or other construction obligations as to the Sublease Premises, (B) perform any
maintenance or make any of the repairs to the Sublease Premises, Building or
the Center, (C) comply with any laws or requirements of governmental
authorities regarding the maintenance or operation of the Sublease Premises
after Subtenant takes possession of the Premises or prior thereto the extent
required to be complied with by Master Landlord under the Master Lease, (D)
take any other action relating to the operation, maintenance, repair,
alteration or servicing of the Sublease Premises that Master Landlord may have
agreed to provide, furnish, make, comply with, or take, or cause to be
provided, furnished, made, complied with or taken under the Master Lease, or
(E) provide Subtenant with any rebate, credit, allowance or other concession
required of Master Landlord for any reason pursuant to the Master Lease unless
Sublandlord receives a rent abatement with respect to the Sublease Premises and
Subtenant is not in default of its obligations under the Sublease, beyond all
applicable notice and cure periods. Sublandlord makes no representation or
warranty of quiet enjoyment as to any persons claiming by, through or under
Master Landlord, but Sublandlord represents and warrants quiet enjoyment as
against any person claiming by, through or under Sublandlord.(ii)
    
    Sublandlord agrees, upon request of Subtenant, to use
reasonable efforts, at Subtenants sole cost and expense, to cause Master
Landlord to provide, furnish, or comply with any of Master Landlords
obligations under the Master Lease or to provide any required consents or
approvals; provided, however, that Sublandlord shall not be
obligated to use such efforts or take any action which, in Sublandlords
reasonable judgment, might give rise to a default by Sublandlord under the
Master Lease. Such efforts shall
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include, without limitation, upon Subtenants request, notifying Master
Landlord within two (2) business days of its non-performance under the
Master Lease and requesting that Master Landlord perform its obligations
thereunder. If Master Landlord shall default in the performance of any of
its obligations under the Master Lease or at law, Sublandlord shall, upon
request and at the expense of Subtenant, cooperate with Subtenant in the
prosecution of any reasonable action or proceeding, in order to have Master
Landlord (A) make such repairs, furnish such electricity, provide such
services or comply with any other obligation of Master Landlord under the
Master Lease or as required by law, (B) compensate Subtenant for any earlier
default by Master Landlord in the payment or performance of its liabilities
and obligations under the Master Lease during the Sublease Term, and/or (C)
assigning Sublandlords rights under the Master Lease to Subtenant to the
extent necessary to permit Subtenant to institute legal proceedings against
Master Landlord to obtain the performance of Master Landlords obligations
under the Master Lease; provided, however, that if Subtenant commences a
lawsuit or other action, Subtenant shall pay all costs and expenses incurred
in connection therewith (with any matter affecting the Sublease Premises, or
a proportionate share of such costs if the matter also effects the Master
Premises), and Subtenant shall indemnify Sublandlord against, and hold
Sublandlord harmless from, all costs and expenses incurred by Sublandlord in
connection therewith.(iii)
    
    Subtenant shall not make any claim against Sublandlord for any
damage which may arise by reason of: (i) the failure of Master Landlord to
keep, observe or perform any of its obligations under the Master Lease; or (ii)
the acts or omissions of Master Landlord or its employees, agents, licensees,
contractors or invitees.(iv)
    
    Subtenant agrees that any waiver of liability, waiver of
subrogation rights, or indemnification provisions in the Master Lease which are
incorporated herein as waivers or obligations of Subtenant (including, but not
limited to, in Sections 9.5, 12.2, 13 and 14.5
of the Master Lease, to the extent applicable to and incorporated in this
Sublease), shall be deemed expanded so as to provide for Subtenant to make such
waivers and provide such indemnities not only in favor of Sublandlord, but also
in favor of Master Landlord, and the respective affiliated employees, agents
and the like of both Sublandlord and Master Landlord as enumerated in such
provisions.
 (g)
    
    In the event that Sublandlord, as Tenant, is entitled to termination rights for
all or a portion of the Sublease Premises, including, without limitation, as a result
of (i) damage and destruction under Section 16 of the Master Lease, or (ii) a
partial condemnation under Section 17 of the Master Lease, then Subtenant shall
be entitled to similar termination rights with respect to the portion or all of the
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Sublease Premises affected, regardless of whether or not Sublandlord seeks to
enforce such termination rights under the Master Lease.(h)
    
    In the event that Sublandlord, as Tenant, receives a rent abatement for all or
a portion of the Sublease Premises, including, without limitation, as a result of (i)
damage and destruction under Section 16 of the Master Lease, or (ii) a partial
condemnation under Section 17 of the Master Lease, then Subtenant shall be
entitled to similar abatement of Subtenants Rent with respect to the portion or all of
the Sublease Premises affected.(i)
    
    Notwithstanding the incorporation of Section 6 of the Master Lease,
Subtenant shall only be responsible for its proportionate share of Operating Costs,
Additional Operating Costs, Real Property Taxes and insurance costs incurred by the
Master Landlord under the Master Lease and charged through to Sublandlord. Subject to
the provisions of Section 8(b) above, under no circumstances shall Subtenant be liable
for any such costs directly incurred by Sublandlord.
 11.
    
    Insurance.
 Section
9
 12.
    
    Surrender of Sublease Premises; Holding Over.
 (a)
    
    As soon as its right to possession ends, Subtenant shall surrender the Sublease
Premises to Sublandlord in as good repair and condition as when Subtenant first
occupied, except for reasonable wear and tear and those improvements that Sublandlord
made to the Sublease Premises that were not otherwise acquired by Subtenant in
connection with this Sublease, or as otherwise consented to by the Master Landlord in
the consent. Subtenant will concurrently deliver to Sublandlord all keys to the
Sublease Premises, and restore any locks that it has changed to the system that existed
at the commencement of the Sublease Term. If possession is not immediately surrendered,
Sublandlord may enter upon and take possession of the Sublease Premises and expel or
remove Subtenant and any other person who may be occupying the Sublease Premises or any
part thereof.
 11




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(b)
    
    (b) At the expiration or termination of the Sublease Term, Sublandlord may
require the removal of any or all furniture, personal property and equipment from the
Sublease Premises, and the restoration of the Sublease Premises to its prior condition,
except for reasonable wear and tear, at Subtenants expense. All of Subtenants
furniture, personal property and equipment on or about the Sublease Premises, shall be
removed from the Sublease Premises by Subtenant at the expiration or termination of the
Sublease Term. All removals by Subtenant will be accomplished in a good and workmanlike
manner so as not to damage any portion of the Center, Building or the Master Lease
Premises and Subtenant will promptly repair and restore all damage done except for
normal wear and tear. If Subtenant does not so remove any property which it has the
right or duty to remove, Sublandlord may immediately either claim it as abandoned
property, or remove, store and dispose of it in any manner Sublandlord may choose, at
Subtenants cost and without liability to Subtenant or any other party.(c)
    
    As a condition to this Sublease and to facilitate Sublandlords performance of
its obligations under the Master Lease, Subtenant agrees that Sublandlord shall be
entitled to enter the Sublease Premises, upon two (2) business days advance notice to
Subtenant, at any time during the ten (10) days preceding the Sublease Expiration Date
for the purpose of making any repairs or modifications or removing any alterations or
other improvements required under the terms of the Master Lease to the extent the same
will not materially interfere with Subtenants continuous use of the Sublease Premises
for the purposes of conducting its business therein. Sublandlords right to enter the
Sublease Premises under this Paragraph 12(c) shall not be exclusive of any
other right of entry Sublandlord may have under the terms of this Sublease.(d)
    
    If Subtenant does not surrender the Sublease Premises as required and holds
over after its right to possession ends, Subtenant shall become a tenant at sufferance
only, at a monthly rental rate equal to the greater of (i) one hundred fifty percent
(150%) of the total Subtenants Rent payable in the last prior full month, or (ii) the
amount payable by Sublandlord as Tenant under the Master Lease as a result of such
holdover, without renewal, extension or expansion rights, and otherwise subject to the
terms, covenants and conditions herein specified, so far as applicable. Nothing other
than a fully executed written agreement of the Parties creates any other relationship.
Subtenant will be liable for Sublandlords loss, costs and damage from such holding
over, including, without limitation, those from Sublandlords delay in delivering
possession to other parties. These provisions are in addition to other rights of
Sublandlord hereunder and as provided by law.
 13.
    
    Waiver and Indemnification.
 Paragraph 10
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14.
    
    Hazardous Materials.
 (a)
    
    The provisions of the Master Lease relating to Hazardous Materials shall apply
to this Sublease as incorporated by Paragraph 10. Notwithstanding anything in
this Sublease to the contrary, Subtenant shall have no liability or obligation
whatsoever for any Hazardous Materials located in, on or about the Center, Building or
Sublease Premises prior to the Sublease Commencement Date or that migrate onto the
property on which the Center is located or appear within the Center, Building, or
Sublease Premises, provided that neither Subtenant nor its employees, agents,
licensees, contractors or invitees was the cause or source of such Hazardous Materials.(b)
    
    To the extent required by law or for Subtenants use and occupancy of the
Building and Sublease Premises, Sublandlord shall cause, at its sole cost and expense,
any and all such Hazardous Materials discovered in, on or about the Building or
Sublease Premises to be removed or otherwise remediated.
 15.
    
    Notices.
  If to Sublandlord:
    
    Avanir Pharmaceuticalsc/o Chief Financial Officer101 Enterprise, Suite 300Aliso Viejo, CA 92656Attention: Michael J. PuntorieroWith a copy to:
    
    Goodwin Procter LLP4370 La Jolla Village Drive, Suite 400San Diego, CA 92122Fax: (858) 232-0349Attention: Ryan Murr, Esq.If to Subtenant prior to the
Sublease Commencement Date:
    
    Halozyme, Inc. 
11588 Sorrento Valley Rd, Suite 17San Diego, CA 92121Fax: (858) 259-2539Attention: Chief Financial Officer
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If to Subtenant after the Sublease
Commencement Date
    
    Halozyme, Inc.

11388 Sorrento Valley RdSan Diego, CA 92121Fax: TBDAttention: Chief Financial OfficerWith a copy to:
    
    Morrison & Foerster LLP425 Market StreetSan Francisco, CA 94105-2482Fax: (415) 268-7522Attention: Derek Boswell, Esq.
 Paragraph 15
 16.
    
    Security Deposit.
 Paragraph 1(b) Letter of Credit Exhibit C Paragraph 16
 17.
    
    Assignment and Subletting.
 Section 18
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 Permitted Transfer ). bona fide
 18.
    
    Interest on Subtenants Obligations.
  19.
    
    Authority.
  20.
    
    Signage and Access.
  21.
    
    Commissions.
  15




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##### 



22.
    
    Captions.
  23.
    
    Successors and Assigns.
  24.
    
    Parking.
  25.
    
    Master Landlord Consent.
 Exhibit D Exhibit D
 16




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##### 



26.
    
    Financial Statements.
  27.
    
    Parent Guaranty.
 Exhibit E
 28.
    
    Miscellaneous.
 (a)
    
    Time is of the essence of each and every term of this Sublease.(b)
    
    Subtenant waives any right it may now or hereafter have (i) for exemption of
property from liability for debt or for distress for rent or (ii) relating to notice or
delay in levy of execution in case of eviction for nonpayment of rent.(c)
    
    If there is more than one party constituting Subtenant, their obligations are
joint and several, and Sublandlord need not first proceed against all of them before
proceeding against any or all of the others.(d)
    
    Subtenant acquires no rights by implication from this Sublease, and is not a
beneficiary of any past, current or future agreements between Sublandlord and third
parties.(e)
    
    California law governs this Sublease. Neither Party may record this Sublease or
a copy or memorandum thereof. Submission of this Sublease to Subtenant is not an offer,
and Subtenant will have no rights hereunder until each Party executes a counterpart and
delivers it to the other Party.(f)
    
    This Sublease cannot be changed or terminated orally. All informal
understandings and agreements, representation or warranties heretofore made between the
Parties are merged in this Sublease, which alone fully and completely expresses the
agreement between Sublandlord and Subtenant as to the subleasing of the Sublease
Premises.(g)
    
    Each and every indemnification obligation set forth in this Sublease, or
incorporated into this Sublease from the Master Lease, shall survive the expiration or
earlier termination of the term of this Sublease.
 17




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##### 



(h)
    
    If, for any reason, any suit be initiated between Sublandlord and Subtenant to
interpret or enforce any provision of this Sublease, the prevailing Party shall be
entitled to recover from the other Party its legal costs, expert witness expenses, and
reasonable attorneys fees, as fixed by the court.(i)
    
    The Parties mutually acknowledge that this Sublease has been negotiated at
arms length. The provisions of this Sublease shall be deemed to have been drafted by
all of the Parties and this Sublease shall not be interpreted or constructed against
any Party solely by virtue of the fact that such Party or its counsel was responsible
for its preparation.(j)
    
    This Sublease may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one instrument.
  18




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##### 



AVANIR PHARMACEUTICALS, 
a California corporationBy:
    
    /s/ Michael J. PuntorieroName:
    
    Michael J. PuntorieroTitle:
    
    CFOSUBTENANT:HALOZYME, INC.,
 a California corporationBy:
    
    /s/ Jonathan LimName:
    
    Jonathan LimTitle:
    
    President and CEOThe undersigned Parent has executed this Sublease for the purpose of affirming its
obligation under Section 28.PARENT:HALOZYME THERAPEUTICS, INC.,

a Nevada corporationBy:
    
    /s/ Jonathan LimName:
    
    Jonathan LimTitle:
    
    President and CEO
 19




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##### 



EXHIBIT A
 MASTER LEASE
 A-1




---



##### 



EXHIBIT B
 FLOOR PLAN OF SUBLEASE PREMISES
 
 B-1




---



##### 



B-2




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##### 



EXHIBIT C
 FORM OF LETTER OF CREDIT
 AVANIR PHARMACEUTICALS,
 SUBLANDLORD
 HALOZYME, INC.
 SUBTENANT
 AMOUNT:
    
    US $400,000.00(FOUR HUNDRED THOUSAND AND NO/100 U.S.)DOLLARS)
 ___, 20___
 LOCATION:
    
    SANTA CLARA, CALIFORNIA
  SVBSF___
 1.
    
    THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT (S), IF ANY.2.
    
    YOUR SIGHT DRAFT DRAWN ON US IN THE FORM ATTACHED HERETO AS EXHIBIT A.3.
    
    A DATED CERTIFICATION PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER OR REPRESENTATIVE
OF THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME AND DESIGNATED TITLE, STATING
EITHER OF THE FOLLOWING WITH INSTRUCTIONS IN BRACKETS THEREIN COMPLIED WITH:
 A)
    
    THE AMOUNT DRAWN PER THE ACCOMPANYING SIGHT DRAFT IS DUE TO
SUBLANDLORD UNDER THAT CERTAIN SUBLEASE AGREEMENT DATED [INSERT DATE] BY
AND BETWEEN HALOZYME, INC.AS SUBTENANT, AND BENEFICIARY, AS SUBLANDLORD
BECAUSE SUBTENANT
 C-1




---



##### 



OWES SUCH AMOUNTS AS A DRAW UPON SUBTENANTS SECURITY DEPOSIT AS DEFINED IN
SECTION 17 THEREUNDER.
  B)
    
    SUBLANDLORD HAS NOT RECEIVED AN AMENDMENT EXTENDING THE
EXPIRATION DATE OF SILICON VALLEY BANK IRREVOCABLE STANDBY LETTER OF CREDIT
NO. SVBSF___ FOR AN ADDITIIONAL ONE (1) YEAR PERIOD OR AN ACCEPTABLE
LETTER OF CREDIT IN REPLACEMENT AND SUBLANDLORD IS THUS ENTITLED TO DRAW
UPON THE BALANCE OF THIS LETTER OF CREDIT.
      C-2




---



##### 



EFFECTIVE DATE(S)
    
    NEW AGGREGATE AMOUNT(S)JULY 1, 2008
    
    US$300,000.00[INSERT DATE]
    
    US$250,000.00[INSERT DATE]
    
    US$200,000.00[INSERT DATE]
    
    US$150,000.00[INSERT DATE]
    
    US$100,000.00[INSERT DATE]
    
    US$50,000.00
 SIXTY (60)  ___, 20___
  EXHIBIT B
 C-3




---



##### 



1 4
  ND
    C-4




---



##### 



SILICON VALLEY BANK,
 (FOR BANK USE ONLY)
    
    (FOR BANK USE ONLY)AUTHORIZED SIGNATURE
    
    AUTHORIZED SIGNATURE
 C-5




---



##### 



EXHIBIT A
   DATE:
    
    
    
    REF. NO.AT SIGHT OF THIS BILL OF EXCHANGEPAY TO THE ORDER OFUS$U.S. DOLLARSDRAWN UNDER SILICON VALLEY BANK, SANTA CLARA, CALIFORNIA,
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER NO. SVBSF
DATED

, 20TO:      SILICON VALLEY BANK3003 TASMAN DRIVE
SANTA CLARA, CA 95054
    
    
    
    [INSERT NAME OF BENEFICIARY]Authorized Signature
 GUIDELINES TO PREPARE THE SIGHT DRAFT OR BILL OF EXCHANGE:
 1.
    
    DATE          INSERT ISSUANCE DATE OF DRAFT OR BILL OF EXCHANGE.2.
    
    REF. NO.          INSERT YOUR REFERENCE NUMBER IF ANY.3.
    
    PAY TO THE ORDER OF:          INSERT NAME OF BENEFICIARY4.
    
    US$          INSERT AMOUNT OF DRAWING IN NUMERALS/FIGURES.5.
    
    U.S. DOLLARS           INSERT AMOUNT OF DRAWING IN WORDS.6.
    
    LETTER OF CREDIT NUMBER          INSERT THE LAST DIGITS OF OUR STANDBY L/C NUMBER THAT
PERTAINS TO THE DRAWING.7.
    
    DATED          INSERT THE ISSUANCE DATE OF OUR STANDBY L/C.
   EFRAIN TUVILLA ALICE DALUZ
 C-6




---



##### 



EXHIBIT B
  TO:
    
    SILICON VALLEY BANK3003 TASMAN DRIVESANTA CLARA, CA 95054ATTENTION: GLOBAL FINANCIAL SERVICESRE:
    
    SILICON VALLEY BANK, SANTA CLARA, CALIFORNIAIRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSFDATED

,
20 AMOUNT: US$.
   
  
    C-7




---



##### 



(BENEFICIARYS NAME)(SIGNATURE OF BENEFICIARY)(PRINTED NAME AND TITLE)
  SIGNATURE AUTHENTICATEDTHE NAME(S) TITLE(S), AND SIGNATURE(S) CONFORM TO THAT/THOSE ON FILE WITH US
FOR THE COMPANY AND THE SIGNATURE(S) IS/ARE AUTHORIZED TO EXECUTE THIS
INSTRUMENT. 

WE FURTHER CONFIRM THAT THE COMPANY HAS BEEN IDENTIFIED APPLYING THE
APPROPRIATE DUE DILIGENCE AND ENHANCED DUE DILIGENCE AS REQUIRED BY THE BANK
SECRECY ACT AND ALL ITS SUBSEQUENT AMENDMENTS.(NAME OF BANK)(ADDRESS OF BANK)(CITY, STATE, ZIP CODE)(AUTHORIZED SIGNATURE)(PRINTED NAME AND TITLE)(TELEPHONE NUMBER)
 C-8




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##### 



EXHIBIT D


CONSENT TO SUBLEASE AGREEMENT


















Consent










---



##### 



Future Transfers
   Condition of Premises
  2




---



##### 



Status of the Lease
 3




---



##### 



New Lease
  Notices
 4




---



##### 



To Landlord:
    
    BC Sorrento, LLC505 Lomas Santa Fe, Suite 100Solana Beach, CA 92075Attention: Mr. William R. BeckmanTo Tenant:
    
    Prior to the Effective Date:101 Enterprise Suite 300Aliso Viejo CA 92656Attn: Mr. Michael J. PuntorieroAfter the Effective Date:101 Enterprise Suite 300Aliso Viejo CA 92656Attn: Mr. Michael J. PuntorieroTo Subtenant:
    
    Prior to the Effective Date:11588 Sorrento Valley Rd., Suite 17San Diego, California 92121Attention: Chief Financial OfficerAfter the Effective Date:11388 Sorrento Valley Rd., Suite 17San Diego, California 92121Attention: Chief Financial Officer
 Miscellaneous
    5




---



##### 



LANDLORD:BC SORRENTO, LLC, a California limitedliability companyBy:Name:Title:
 6




---



##### 



TENANT:AVANIR PHARMACEUTICALS, INC., aDelaware corporationBy:Name: Michael J. PuntorieroTitle: Chief Financial OfficerSUBTENANT:HALOZYME, INC., a California corporationBy:Name:Title:
 7




---



##### 



D-8




---



##### 



D-9




---



##### 



D-10




---



##### 



EXHIBIT E
 GUARANTY
 Guaranty Guarantor Lessor Lease Lessee Premises
      E-1




---



##### 



Bankruptcy Code
     E-2




---



##### 



E-3




---



##### 



If to Lessor:
    
    Avanir Pharmaceuticals, Inc.Attention:With copies to:Attention:Attention:If to Guarantor:
    
    Halozyme Therapeutics, Inc.Attention:With a copy to:Attention:
  E-4




---



##### 



Waiver of Jury Trial DISPUTE DISPUTES
 Consent to Judicial Reference provided that provided that provided that
   E-5




---



##### 



GuarantorHALOZYME THERAPEUTICS, INC.,a Nevada corporationBy:Name:Title:By:Name:Title:
 E-6




---



##### 



EXHIBIT F
 ADDITIONAL OPERATING COSTS
 
 F-1




---



##### 



F-2