exv10w14



 







Exhibit 10.14




SUBLEASE




     THIS SUBLEASE is dated for references purposes only as of July 27, 2004, and is entered by and
between PALMONE, INC., a Delaware corporation (“Sublessor”), and HANSEN MEDICAL, INC., a Delaware
(“Sublessee”). Sublessor and Sublessee hereby agree as follows:



     1. Recitals: This Sublease is made with reference to the fact that Spieker Properties,
L.P., predecessor-in-interest to EOP-Industrial Portfolio, LLC, a Delaware limited liability
company (“Master Lessor”), as Landlord, and Sublessor’s predecessor-in-interest, Handspring, Inc.,
a Delaware corporation, as Tenant, entered that certain Lease, dated as of May 8, 2000 (“Original
Lease”), as amended by that certain First Amendment, dated as of January 31, 2003 (“First
Amendment”), with respect to approximately 28,069 rentable square feet (“Premises”) comprising that
certain building located at 380 North Bernardo Avenue, Mountain View, California 94043 (“Building”
or “Project”), as more particularly described in the Lease. The Original Lease hereinafter shall
be referred to as the “Master Lease”, a copy of which is attached hereto as Exhibit A and
incorporated by reference herein. The First Amendment shall not be incorporated into this
Sublease, and Sublessor represents and warrants for the benefit of Sublessee that the terms and
conditions of the First Amendment do not materially increase Sublessee’s obligations nor diminish
Sublessee’s rights under this Sublease.



     2. Premises: Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases
from Sublessor, the entire Premises (“Subleased Premises”). The Subleased Premises and the Project
are more particularly described in the Master Lease.



     3. Term:



          A. Term. The term of this Sublease (“Term”) shall be for that period commencing on
the later of (i) August 1, 2004, and (ii) the date of Master Lessor’s written consent to this
Sublease pursuant to Paragraph 25 below (“Commencement Date”), and ending on June 29, 2008
(“Expiration Date”), unless this Sublease is sooner terminated pursuant to its terms, or the Master
Lease is sooner terminated pursuant to its terms. If Sublessor is unable to deliver possession of
the Subleased Premises to Sublessee in the condition required by this Sublease on or before the
Commencement Date for any reason whatsoever, Sublessor shall not be subject to any liability
therefor, nor shall such failure affect the validity of this Sublease or the obligations of
Sublessee hereunder, or extend the Term, but in such case the Rent Commencement Date (as defined in
Paragraph 4.D. below) shall be delayed until Sublessor delivers possession of the Subleased
Premises to Sublessee in the required condition. Sublessor and Sublessee promptly shall execute a
Commencement Date memorandum establishing the Commencement Date, the Rent Commencement Date and the
Expiration Date promptly after the Commencement Date has been determined. Sublessee’s failure to
execute the Commencement Date memorandum shall not affect the validity of this Sublease or the
dates set forth therein. Notwithstanding the foregoing, in the event Sublessor is unable for any
reason to deliver possession of the Subleased Premises to Sublessee within ten (10) days following
Sublessor’s receipt of Master Lessor’s consent, Sublessee shall have the right to terminate this
Sublease by delivering written notice of termination to Sublessor. In such event, Sublessor
promptly shall
 

1.









 







return to Sublessee all sums paid by Sublessee to Sublessor in connection with Sublessee’s
execution of this Sublease (including the Letter of Credit, as defined in Paragraph 5 below if
previously delivered to Sublessor), and the return of all such sums shall be Sublessee’s sole and
exclusive remedy in the event of a termination pursuant to the foregoing sentence.




          B. No Option to Extend. The parties acknowledge that Sublessee has no option to
extend the Term of this Sublease.




          C. Early Entry. If Master Lessor’s consent to this Sublease has been obtained prior
to August 1, 2004, from and after the date of Master Lessor’s consent until the Commencement Date,
Sublessee shall have the right to enter the Subleased Premises for purposes of constructing the
Sublessee Improvements (as defined in Paragraph 14 below). Such early entry shall be subject to
all of the terms and conditions of this Sublease (including, without limitation, obligations
relating to Sublessee’s insurance) except for the obligation to pay Rent, and except that such
early occupancy shall not advance the Commencement Date or the Expiration Date of this Sublease.




     4. Rent:



          A. Monthly Base Rent. Subject to the provisions of Paragraph 4.D. below, commencing
on the Commencement Date and continuing throughout the Term, Sublessee shall pay to Sublessor
monthly base rent (“Monthly Base Rent”) for the Subleased Premises in equal monthly installments as
set forth below:




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Monthly
	Months	 	Base Rent	 	Expenses	 	Base Rent
	1 — 6

	 	$0.00 (First Rent
Abatement Period,
as defined below)
	 	No charge
	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 
	7 — 12

	 	$0.50 per rentable
sf for 15,000 feet,
or $7,500.00 per
month
	 	$0.26 per rentable
sf for 28,069 feet,
or $7,297.94 per
month
	 	$	14,797.94	 
	 
	 	 	 	 	 	 	 	 
	13 — 15

	 	$0.00 (Second Rent
Abatement Period,
as defined below)
	 	No charge
	 	$	0.00	 
	 
	 	 	 	 	 	 	 	 
	16 — 24

	 	$0.65 per rentable
sf for 28,069 feet,
or $18,244.85 per
month
	 	$0.26 per rentable
sf for 28,069 feet,
or $7,297.94 per
month
	 	$	25,542.79	 
	 
	 	 	 	 	 	 	 	 
	25 — 36

	 	$0.70 per rentable
sf for 28,069
square feet, or
$19,648.30 per
month
	 	$0.26 per rentable
sf for 28,069 feet,
or $7,297.94 per
month
	 	$	26,946.24	 






2.









 






	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Total Monthly
	Months	 	Base Rent	 	Expenses	 	Base Rent
	37 — Expiration
Date

	 	$0.75 per rentable
sf for 28,069
square feet, or
$21,051.75 per
month
	 	$0.26 per rentable
sf for 28,069 feet,
or $7,297.94 per
month
	 	$	28,349.69	 





As used herein, “month” shall mean a period beginning on the first (1st) day of a calendar month
and ending on the last day of that month. Monthly Base Rent shall be paid on or before the first
(1st) day of each month. Rent (as defined in Paragraph 4.B. below) for any period during the Term
hereof which is for less than one month of the Term shall be a prorata portion of the monthly
installment based on a 30-day month. Rent shall be payable without notice or demand and without
any deduction, offset, or abatement, in lawful money of the United States of America. Rent shall
be paid directly to Sublessor at palmOne, Inc., 400 N. McCarthy Boulevard, Milpitas, California
95035-5112, Attn: Accounts Receivable, or such other address as may be designated in writing by
Sublessor.




          B. Additional Rent. In addition to Monthly Base Rent, Sublessee also shall pay
Sublessee’s own telephone, telecommunications, internet and data communications charges, and all
utilities charges pursuant to Section 15.A. of the Master Lease. All monies required to be paid by
Sublessee under this Sublease (except for Monthly Base Rent, as defined in Paragraph 4.A.) shall be
deemed additional rent (“Additional Rent”). Monthly Base Rent and Additional Rent hereinafter
collectively shall be referred to as “Rent.”




          C. Payment of First Month’s Rent. Upon the execution of this Sublease by Sublessee,
Sublessee shall pay to Sublessor the sum of Fourteen Thousand Seven Hundred Ninety-Seven and 94/100
Dollars ($14,797.94), which sum shall constitute Monthly Base Rent for the seventh (7th) month of
the Term.




          D. Rent Abatement Periods. Notwithstanding anything to the contrary contained in this
Paragraph 4, Sublessee shall not be obligated to commence paying Rent for the Subleased Premises
until the date (“Rent Commencement Date”) that is six (6) months after the Commencement Date
(“First Rent Abatement Period”). In addition, Sublessee shall not be obligated to pay Rent for the
Subleased Premises for Months 13, 14 and 15 (“Second Rent Abatement Period”) of the Term.




          E. Failure to Pay Rent; Late Charges. Notwithstanding anything to the contrary
contained in this Sublease or the Master Lease, Sublessee hereby acknowledges that late payment by
Sublessee to Sublessor of Monthly Base Rent, Additional Rent or other sums hereunder shall cause
Sublessor to incur costs not contemplated by this Sublease, the exact amount of which will be
extremely difficult to ascertain. Such costs include, but are not limited to, processing and
accounting charges and late charges which may be imposed on Sublessor by the terms of the Master
Lease. Accordingly, if any installment of Monthly Base Rent, Additional Rent or any other sum due
from Sublessee to Sublessor shall not be received by Sublessor within five (5) days after the date
such amount shall be due, then, without any requirement for notice to Sublessee, Sublessee shall
pay to Sublessor a late charge equal to ten percent (10%) of such overdue amount. The parties
hereby agree that such late charge represents a fair and reasonable estimate of the costs Sublessor
will incur by reason of late payment by Sublessee. Acceptance of such late charge by Sublessor
shall in no event constitute a waiver of Sublessee’s default with respect to such overdue amount,
or prevent Sublessor from exercising any of the other rights and


3.









 







remedies granted hereunder. Interest on any such late payment (“Interest Rate”) shall be
imposed pursuant to Section 26.E. of the Master Lease.




     5. Letter of Credit:



          A. Terms of Letter of Credit. As consideration for value received and a further
incentive to maintain Sublessor’s willingness to enter into this Sublease, and as a security
deposit and additional collateral so as to compensate Sublessor for future damages it may suffer by
reason of Sublessee’s defaults hereunder, Sublessee shall deliver to Sublessor, not later than ten
(10) days after the date of Sublessee’s execution of this Sublease, an unconditional, clean,
irrevocable letter of credit in the amount of Fifty-Four Thousand Seven Hundred Thirty-Five and
No/100 Dollars ($54,735.00) (“LC Amount”) (which sum is equal to three (3) months’ Base Rent
payable by Sublessee for Months 16 through 24 of the Sublease Term), which letter of credit shall
be issued by a money-center bank (a bank which accepts deposits, maintains accounts, has a local
Silicon Valley office which will negotiate a letter of credit and whose deposits are insured by the
FDIC) reasonably acceptable to Sublessor, shall be for a term continuing through the last day of
the forty-five (45) — day period following the Expiration Date (or shall contain an “evergreen”
provision which provides that it automatically is renewed on an annual basis unless the issuer
delivers forty-five (45) days’ prior written notice to Sublessor and Sublessee), shall permit
partial draws, shall provide that draws thereunder will be honored upon receipt by issuer of the
letter of credit and a written statement signed by Sublessor or its authorized agent stating that
Sublessor is entitled to draw down on the letter of credit, shall be freely transferable and shall
be in a form and content reasonably acceptable to Sublessor. Notwithstanding the foregoing,
provided Sublessee is not in default in the payment of Rent or the performance of its other
obligations under this Sublease, Sublessee shall have the right to immediately terminate such
letter of credit in the event the Master Lease shall terminate prior to the Expiration Date due to
Sublessor’s breach of its obligations under Paragraph 35.B. below. Such letter of credit, together
with any other renewal or replacement letters of credit delivered or to be delivered by Sublessee
hereunder shall be referred to collectively herein as the “LC”. The LC shall provide for
forty-five (45) business days’ prior written notice to Sublessor of cancellation or material change
thereof, and shall further provide that, in the event of any non-extension of the LC (if the term
of the LC is for a period shorter than the Term of this Sublease) at least forty-five (45) business
days prior to its expiration, the entire face amount shall automatically be paid to Sublessor, and
Sublessor shall hold the funds so obtained for application to any current or future obligations of
Sublessee. If for any reason such automatic payment does not occur in the event of a non-extension
at least forty-five (45) days prior to expiration, Sublessor shall be entitled to present its
written demand for payment of the entire face amount of the LC, and the proceeds therefrom so
obtained shall be held as provided below. Sublessee shall pay all expenses, points and/or fees
incurred by Sublessee in obtaining the LC. Additionally, upon a proposed sale or other transfer of
any interest in the Premises, this Sublease or Sublessor (including consolidations, mergers or
other entity changes), Sublessee, at its sole cost and expense and upon ten (10) business days’
notice, shall, concurrent with Sublessor’s delivery to Sublessee of the then outstanding LC,
deliver to any such transferee, successor or assign a replacement LC on identical terms (except for
the stated beneficiary) from the same issuer or another bank acceptable to Sublessor, in
Sublessor’s reasonable discretion, naming the new sublessor as the beneficiary thereof. The LC
shall not be mortgaged, assigned or encumbered in


4.









 







any manner whatsoever by Sublessee without Sublessor’s prior written consent, which may be
withheld in Sublessor’s sole discretion.




          B. Application of LC. The LC shall be held by Sublessor without liability for
interest and as security for performance by Sublessee of its obligations under this Sublease. The
LC, and any proceeds therefrom, is not an advance payment of Rent or a measure or limit of
Sublessor’s damages upon Sublessee’s default under this Sublease, and Sublessor shall not be
required to keep any proceeds from the LC separate from Sublessor’s general funds or to pay
interest thereon. If Sublessee defaults (following any applicable grace periods, it being
understood that no notice of a default by Sublessee hereunder need be given by Sublessor to
Sublessee if Sublessee is the subject of a bankruptcy proceeding) with respect to any provision of
this Sublease, including, but not limited to, provisions relating to the payment of Rent, Sublessor
may, but shall not be required to, draw down upon all or any portion of the LC for payment of any
Rent or other sum in default, and/or for the payment of any amount that Sublessor may spend or may
become obligated to spend by reason of Sublessee’s default or to compensate Sublessor for any loss
or damage which Sublessor has suffered thereby. The use, application or retention of the LC, or
any proceeds therefrom, by Sublessor shall not prevent Sublessor from exercising any other right or
remedy provided by this Sublease or by law or in equity, it being intended that Sublessor shall not
first be required to proceed against the LC, and the LC and any proceeds therefrom shall not
operate as a limitation on any recovery to which Sublessor otherwise may be entitled. Sublessee
hereby waives any restriction on the use or application of the Security Deposit by Sublessor as set
forth in California Civil Code Section 1950.7. If all or any portion of the LC is drawn upon,
Sublessee, within five (5) days after written notice from the issuer or Sublessor of the amount so
applied, shall reinstate the LC to the LC Amount required under this Sublease by providing either
cash (so that the full amount of cash and LC proceeds held by Sublessor equals the LC Amount) or a
replacement LC upon the identical terms and conditions set forth in this Paragraph, and if all or
any portion of the LC again is used or applied, Sublessee shall, within five (5) days after written
demand therefor, again reinstate the LC to the LC Amount required under this Sublease by providing
either cash (so that the full amount of cash and LC proceeds held by Sublessor equals the LC
Amount) or a replacement LC upon the identical terms and conditions set forth in this Paragraph.
Sublessee’s failure to provide Sublessor with cash in the required amount or to reinstate the LC as
required hereunder shall be a material default under this Sublease, without any obligation of
Sublessor to provide any additional notice of default, and Sublessor shall be permitted to draw
down the entire balance of the LC and apply it to any current or future obligations of Sublessee in
such event. Sublessee hereby grants to Sublessor a security interest in the LC and any cash
proceeds therefrom in accordance with the applicable provisions of the California Uniform
Commercial Code.




          C. Return of LC. Within thirty (30) days after the later of the expiration or earlier
termination of this Sublease, the date that Sublessee surrenders the Subleased Premises in the
condition required by this Sublease and the date upon which the LC expires, if Sublessee is not
then in default hereunder, Sublessor shall return to Sublessee (without interest) the LC or so much
of the proceeds of the LC as have not been applied by Sublessor pursuant to this Paragraph, or
which are not otherwise required to cure Sublessee’s defaults.




     6. Parking: Sublessee shall have the exclusive right to use all of the parking spaces
serving the Building during the Sublease Term. Sublessee shall use the parking spaces in strict



5.









 




accordance with the provisions of the Master Lease with respect thereto, including, without
limitation, the provisions of Exhibit A to the Master Lease.




     7. Condition of Premises: On the Commencement Date, Sublessor shall deliver the
Subleased Premises to Sublessee in broom-clean condition, with the HVAC, electrical, and plumbing
systems, and the roof, ceiling tiles and lighting, exclusive, however, of the Sublessee
Improvements, in good working condition. If during the first thirty (30) days after the
Commencement Date the foregoing are not in the required condition, Sublessee shall so notify
Sublessor in writing, and Sublessor, at no cost to Sublessee, shall make such repairs (but not
replacements or restorations) as reasonably are required to place the item in good working
condition; provided, however, that Sublessor shall not be obligated to make any repairs resulting
from damage caused by Sublessee, its agents employees or contractors, or as a result of the
Sublessee Improvements (as defined in Paragraph 14 below), all of which repairs shall be performed
and paid for by Sublessee. Other than as provided in the foregoing sentence and in Paragraph 7.B.
below, Sublessor shall deliver the Subleased Premises to Sublessee in its “as-is, with all faults”
condition, and Sublessor shall have no obligation whatsoever to make or pay the cost of any
alterations, improvements or repairs to the Subleased Premises, including, without limitation, any
improvement or repair required to comply with any law, regulation, building code or ordinance
(including, without limitation, the Americans with Disabilities Act of 1990). Except as otherwise
expressly set forth in this Sublease, Sublessee shall look solely to the Master Lessor for
performance of any repairs required to be performed by Master Lessor under the terms of the Master
Lease.



     8. Indemnifications.



          A. Sublessee’s Indemnification. In addition to the indemnifications set forth in the
Master Lease, including, without limitation, Sections 8.C. and 37.D., and except to the extent
caused by Sublessor’s gross negligence or willful misconduct, or that of its agents, employees
contractors, sublessees or assignees, Sublessee shall indemnify, protect, defend with counsel
reasonably acceptable to Sublessor and hold harmless Sublessor from and against any and all claims,
liabilities, judgments, causes of action, damages, costs and expenses (including reasonable
attorneys’, consultants’ and experts’ fees), caused by or arising in connection with: (i) the
negligence or willful misconduct of Sublessee or its employees, contractors, agents, sublessees,
assignees or invitees; or (ii) a breach of Sublessee’s obligations under this Sublease; or (iii) a
breach of Sublessee’s obligations under the Master Lease to the extent incorporated herein. The
foregoing indemnifications and those contained in the Master Lease incorporated by reference herein
shall survive the expiration or earlier termination of this Sublease.




          B. Sublessor’s Indemnification. In addition to the indemnification set forth in
Section 8.D. of the Master Lease, and except to the extent caused by Sublessee’s negligence or
willful misconduct, or that of its agents, employees, contractors, sublessees or assignees,
Sublessor shall indemnify, protect, defend with counsel reasonably acceptable to Sublessee and hold
harmless Sublessee from and against any and all claims, liabilities, judgments, causes of action,
damages, costs and expenses (including reasonable attorneys’, consultants’ and experts’ fees),
caused by or arising in connection with: (i) a breach of Sublessor’s obligations under this
Sublease; (ii) a breach of Sublessor’s obligations under the Master Lease to the extent not made
the obligation of Sublessee pursuant to this Sublease, or (iii) Hazardous Materials used, stored,


6.









 







treated, transported, released or disposed of by Sublessor, its agents, employees or
contractors on, in or under the Subleased Premises. The foregoing indemnifications and those
contained in the Master Lease incorporated by reference herein shall survive the expiration or
earlier termination of this Sublease.




     9. Right to Cure Defaults: If Sublessee fails to pay any sum of money when due to
Sublessor, or fails to perform any other act on its part to be performed hereunder, then Sublessor
may, but shall not be obligated to, upon two (2)- business days’ prior notice to Sublessee, make
such payment or perform such act. All such sums paid, and all costs and expenses of performing any
such act, shall be deemed Additional Rent payable by Sublessee to Sublessor upon demand, together
with interest thereon at the Interest Rate. If Sublessor fails to pay any sum of money when due to
Master Lessor, or fails to perform any other act on its part to be performed hereunder, then
Sublessee may, but shall not be obligated to, upon ten (10) days’ prior notice to Sublessor, make
such payment or perform such act, and Sublessee shall be entitled to reimbursement for such sums,
costs and expenses so paid, together with interest thereon at the Interest Rate until paid.



     10. Assignment and Subletting: Except in strict accordance with the terms of Article
21 of the Master Lease, Sublessee may not assign this Sublease, sublet the Subleased Premises,
transfer any interest of Sublessee therein, or permit any use of the Subleased Premises by another
party (“Transfer”), and Sublessee shall obtain the prior written consent of Sublessor, which shall
not be unreasonably withheld or delayed, and of Master Lessor to any proposed Transfer. A consent
to one Transfer shall not be deemed to be a consent to any subsequent Transfer. As a condition of
granting its consent to any assignment or subletting, Sublessor shall require that Sublessee pay to
Sublessor, as Additional Rent, fifty percent (50%) of all rent or other consideration received by
Sublessee in excess of the Rent called for under this Sublease, after deducting the costs permitted
to be deducted pursuant to Section 21.A. of the Master Lease, and after payment to Master Lessor of
any Bonus Rent required to be paid pursuant to Section 21.A. of the Master Lease. Any Transfer
without the consents required by this Paragraph shall be void and shall, at the option of
Sublessor, terminate this Sublease. Sublessor’s consent to any assignment or subletting shall be
ineffective unless set forth in writing, and Sublessee shall not be relieved from any of its
obligations under this Sublease, unless the consent expressly so provides. Notwithstanding
anything to the contrary contained in this Sublease or the Master Lease, if Sublessee desires to
assign this Sublease or sub-sublease all or a portion of the Subleased Premises, Sublessor shall
have the right to terminate this Sublease, in the event of an assignment, or, in the event of a
sub-sublease, to terminate this Sublease with respect to that portion of the Subleased Premises
that is the subject of Sublessee’s request for consent.



     11. Use: Sublessee may use the Subleased Premises only for the uses permitted in the
“Permitted Use” section of the Basic Lease Information portion of the Master Lease (i.e., general
office, light research and development, storage and shipping of small volumes of product and legal
related uses) and for no other purpose. Notwithstanding the foregoing to the contrary, Sublessor
hereby consents to Sublessee’s use of the Subleased Premises for assembly and light manufacturing
of minimally-invasive medical devices, such as catheter based devices to address cardio-vascular
disease, but nothing herein shall be deemed to relieve Sublessee from the obligation to obtain
Master Lessor’s consent to such uses. If Master Lessor refuses to consent to Sublessee’s requested
use of the Subleased Premises, this Sublease shall terminate as of the date



7.









 




of such refusal, neither party shall have any further rights or obligations hereunder and
Sublessor shall return to Sublessee all sums paid by Sublessee to Sublessor in connection with
Sublessee’s execution hereof (including the Letter of Credit, if previously delivered to
Sublessor). The return of all sums paid by Sublessee to Sublessor shall be Sublessee’s sole and
exclusive remedy in the event of a termination pursuant to this Paragraph.




     Upon demand, Sublessee shall pay to Sublessor all taxes or charges imposed by applicable
governmental authorities against the Subleased Premises or Sublessor, so long as such tax or
assessment is directly related to Sublessor’s interest in the Subleased Premises (including,
without limitation, assessments imposed as a consequence of the occurrence, storage, use or
disposal of Hazardous Materials (as defined in Section 37 of the Master Lease) by Sublessee, its
agents, employees, contractors, sublessees, assignees or invitees in or about the Subleased
Premises or the Building). Sublessee shall not do or permit anything to be done in or about the
Subleased Premises which would (i) injure the Subleased Premises, or (ii) vibrate, shake, overload,
or impair the efficient operation of the Subleased Premises or the sprinkler systems, heating
ventilating or air conditioning equipment, or utilities systems located therein. Sublessee shall
not store any materials, supplies, finished or unfinished products, or articles of any nature
outside of the Subleased Premises. Sublessee shall comply with all rules and regulations
promulgated from time to time by Master Lessor.



     12. Effect of Conveyance: As used in this Sublease, the term “Sublessor” means the
holder of the lessee’s interest under the Master Lease. In the event of any transfer of said
lessee’s interest, the Sublessor shall be and hereby is entirely relieved of all covenants and
obligations of the Sublessor hereunder from and after the effective date of the transfer, and it
shall be deemed and construed, without further agreement between the parties, that the transferee
has assumed and shall carry out all covenants and obligations to be performed by Sublessor
hereunder from and after the date of the transfer. Subject to the provisions of Paragraph 5 above,
Sublessor shall transfer and deliver any security of Sublessee to the transferee of said lessee’s
interest in the Master Lease, and thereupon the Sublessor shall be discharged from any further
liability with respect thereto.



     13. Acceptance: The parties acknowledge and agree that Sublessee is subleasing the
Subleased Premises on an “as is, with all faults” basis and Sublessor has made no representations
or warranties with respect to the condition of the Subleased Premises except as set forth in
Paragraph 7 above. Sublessee hereby represents to Sublessor that (i) Sublessee has fully inspected
the Subleased Premises and the physical condition thereof, including, without limitation,
accessibility and location of utilities and improvements, zoning and earthquake preparedness, which
in Sublessee’s judgment affect or influence Sublessee’s use of the Subleased Premises and
Sublessee’s willingness to enter into this Sublease, (ii) Sublessee is relying on its inspection in
subleasing the Subleased Premises, and (iii) Sublessee has received no representations or
warranties from Sublessor other than with respect to the physical condition of the Premises (as set
forth in Paragraph 7 above) on which Sublessee has relied in entering into this Sublease.



8.









 





     14. Improvements:



          A. Alterations and Improvements. No alterations or improvements (including, without
limitation, the Sublessee Improvements defined on Exhibit B attached hereto and
incorporated by reference herein) shall be made to the Subleased Premises except in strict
accordance with this Sublease and Articles 8 and 12 of the Master Lease, and only with the prior
written consent of both Master Lessor and Sublessor, which consent of Sublessor shall not be
unreasonably withheld or delayed.




          B. Sublessee Improvements. Sublessor approves in concept (with final approval, which
shall not be unreasonably withheld or delayed, subject to review and approval of Sublessee’s final
plans in connection therewith) certain improvements to be constructed in the Subleased Premises by
Sublessee as more particularly described on Exhibit B (“Sublessee Improvements”). Nothing
contained in the foregoing conceptual approval, however, shall be deemed to release Sublessee from
the obligation to obtain the Master Lessor’s consent to the Sublessee Improvements. Within five
(5) days after Sublessee’s execution of this Sublease, Sublessee shall deliver to Sublessor and
Master Lessor plans and specifications for the Sublessee Improvements containing detail sufficient
to permit Master Lessor and Sublessor to review and approve, condition or disapprove such plans in
accordance with the applicable provisions of the Master Lease. Sublessee shall make such
modifications to the plans and specifications as are reasonably requested by Sublessor and/or
Master Lessor. If Master Lessor refuses to consent to the Sublessee Improvements, or if Master
Lessor fails to approve or conditionally approve the plans and specifications within twenty (20)
days after Sublessee’s delivery thereof, Sublessor’s approval, if previously given, shall be deemed
rescinded, and if not previously given shall be withheld, in which case Sublessee shall have the
right to terminate this Sublease. In such event, Sublessor promptly shall return to Sublessee all
sums paid by Sublessee to Sublessor in connection with Sublessee’s execution of this Sublease, and
the return of all such sums shall be Sublessee’s sole and exclusive remedy in the event of a
termination pursuant to the foregoing sentence. If Sublessee intends to construct alterations or
improvements to the Subleased Premises other than those described as Sublessee Improvements,
Sublessee shall be obligated to obtain Sublessor’s and Master Lessor’s prior written consent to
such alterations or improvements. Sublessor shall not be required to provide a tenant improvement
allowance to Sublessee in connection with Sublessee’s construction of any alterations or
improvements, all of which shall be constructed at Sublessee’s sole cost and expense. Sublessee
acknowledges and agrees that the free rent described in Paragraph 4 of this Sublease is provided to
Sublessee in lieu of any tenant improvement allowance.




          C. Removal of Improvements. Upon the expiration or earlier termination of this
Sublease, if required by Sublessor and/or Master Lessor, Sublessee, at its sole cost and expense,
shall be responsible for removing any and all alterations or improvements (including, without
limitation, the Sublessee Improvements) installed in the Subleased Premises by Sublessee and
restoring the Subleased Premises to its condition immediately prior to the alteration or
improvement. Notwithstanding anything to the contrary contained herein, if requested by Sublessee
in writing, Sublessor shall notify Sublessee at the time that Sublessee requests Sublessor’s
approval to the final plans for the Sublessee Improvements whether Sublessor shall require removal
thereof upon the expiration or earlier termination of this Sublease. If Master Lessor requests
removal, however, any agreement by Sublessor that the


9.









 







Sublessee Improvements need not be removed shall be deemed null and void and of no force or
effect.




     15. Waiver of Subrogation and Release: Sublessor and Sublessee hereby release each
other from any injury to persons, damage to property, or loss of any kind which is caused by or
results from any risk insured against under any valid and collectable property insurance policy
carried or required to be carried by either party. Each party shall cause each property insurance
policy obtained by it to provide that the insurer waives all right of recovery against the other
party and its agents and employees in connection with any damage or injury covered by such policy.
Sublessor shall not be liable to Sublessee, nor shall Sublessee be entitled to terminate this
Sublease or to abate Rent, for any reason, including, without limitation: (i) failure or
interruption of any utility system or service; or (ii) failure of Master Lessor to maintain the
Subleased Premises as may be required under the Master Lease. Notwithstanding the foregoing to the
contrary, to the extent that Rent is abated for Sublessor with respect to the Subleased Premises
pursuant to the terms of the Master Lease, Sublessee’s Rent obligations with respect to the
Subleased Premises also shall be abated. Sublessor and Sublessee are corporations or other
business entities, and the obligations of Sublessor and Sublessee shall not constitute the personal
obligations of the officers, directors, trustees, partners, joint venturers, members, owners,
stockholders or other principals or representatives of such corporation or business entity.



     16. Default: Sublessee’s performance of each of its obligations under this Sublease
constitutes a condition as well as a covenant, and Sublessee’s right to continue in possession of
the Subleased Premises is conditioned upon such performance. In addition, Sublessee shall be in
material default of its obligations under this Sublease if Sublessee commits, or is responsible for
the occurrence of, any of the events of default set forth in Article 26 of the Master Lease.
Notwithstanding anything to the contrary contained in this Sublease or the Master Lease, if
Sublessee fails to pay any installment of Monthly Base Rent, or any other payment required by this
Sublease, within five (5) days after the date that such sum is due, Sublessee shall be in default
under this Sublease, without any requirement for prior written notice thereof from Sublessor.



     17. Remedies: In the event of any default by Sublessee under this Sublease
(including, without limitation, a default pursuant to Article 26 of the Master Lease), Sublessor
shall have all remedies provided by applicable law and in equity, including, without limitation,
all rights pursuant to Article 26 of the Master Lease. Sublessor may resort to its remedies
cumulatively or in the alternative.



     18. Surrender: On or before the Expiration Date or earlier termination of this
Sublease, Sublessee shall remove all of its trade fixtures and all alterations and improvements,
including, without limitation, the Sublessee Improvements (if removal is required by Sublessor
and/or Master Lessor pursuant to the provisions of Paragraph 14.C above), and shall surrender the
Subleased Premises to Sublessor in the condition received, reasonable wear and tear and casualty
excepted, and otherwise in the condition required by Article 36 of the Master Lease, free of
Hazardous Materials stored, used or disposed of by Sublessee, its agents, employees, contractors,
sublessees, assignees and invitees. If the Subleased Premises are not so surrendered, then
Sublessee shall be liable to Sublessor for all costs incurred by Sublessor in returning the
Subleased Premises to the required condition, plus interest thereon at the Interest Rate.



10.









 





Sublessee shall indemnify, defend, protect and hold harmless Sublessor against any and all
claims, liabilities, judgments, causes of action, damages, costs, and expenses (including
attorneys’, consultants’ and experts’ fees) resulting from Sublessee’s delay in surrendering the
Subleased Premises, including, without limitation, any claim made by any succeeding tenant founded
on or resulting from such failure to surrender. The indemnification set forth in this Paragraph
shall survive the expiration or earlier termination of this Sublease.



     19. Brokers: Sublessor and Sublessee each represent to the other that they have dealt
with no real estate brokers, finders, agents or salesmen in connection with this transaction,
except Cornish & Carey Commercial, representing Sublessor and Sublessee in dual agency (“Broker”).
Each party agrees to hold the other party harmless from and against all claims for brokerage
commissions, finder’s fees, or other compensation made by any other agent, broker, salesman or
finder as a consequence of said party’s actions or dealings with such agent, broker, salesman, or
finder. Sublessor shall be responsible for payment of any brokerage commission due to the Broker
in connection with this Sublease pursuant to the terms of a separate agreement between Sublessor
and Cornish & Carey Commercial.



     20. Notices: Unless five (5) days’ prior written notice is given in the manner set
forth in this Paragraph, the addresses of Sublessor and Sublessee for all purposes connected with
this Sublease shall be the addresses set forth below their respective signatures. All notices,
demands, or communications in connection with this Sublease shall be considered received when (i)
personally delivered, or (ii) if properly addressed and either sent by nationally recognized
overnight courier or deposited in the mail (registered or certified, return receipt requested, and
postage prepaid), on the date shown on the return receipt or other documentation for acceptance or
rejection. All notices given to the Master Lessor under the Master Lease shall be considered
received only when delivered in accordance with the Master Lease.



     21. Severability: If any term of this Sublease is held to be invalid or unenforceable
by any court of competent jurisdiction, then the remainder of this Sublease shall remain in full
force and effect to the fullest extent possible under the law, and shall not be affected or
impaired.



     22. Amendment: This Sublease may not be amended except by the written agreement of
all parties hereto.



     23. Attorneys’ Fees: If either party brings any action or legal proceeding with
respect to this Sublease, the prevailing party shall be entitled to recover reasonable attorneys’
fees, consultants’ and experts’ fees, court and other costs pursuant to the provisions of Article
33 of the Master Lease.



     24. Other Sublease Terms:



          A. Incorporation By Reference. Except as otherwise provided in this Sublease, the
terms and conditions of this Sublease shall include various Sections of the Master Lease, which are
incorporated into this Sublease as if fully set forth, except that: (i) each reference in such
incorporated Sections to “Lease” shall be deemed a reference to “Sublease”; (ii) each reference to
the “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to
“Landlord” and “Tenant” shall be deemed a reference to “Sublessor” and




11.









 







“Sublessee”, respectively, except as expressly set forth herein; (iv) with respect to work,
services, repairs, restoration, provision of insurance or the performance of any other obligation
of Master Lessor under the Master Lease, the sole obligation of Sublessor shall be to request the
same in writing from Master Lessor as and when requested to do so by Sublessee, and to use
Sublessor’s commercially reasonable good faith efforts (without requiring Sublessor to spend more
than a nominal sum and otherwise at Sublessee’s sole cost) to obtain the Master Lessor’s
performance; (v) with respect to any obligation of Sublessee to be performed under this Sublease,
wherever the Master Lease grants to Sublessor a specified number of days to perform its obligations
under the Lease, Sublessee shall have three (3) fewer days to perform the obligation, including,
without limitation, curing any defaults (provided, however, that if any cure period provides for
three (3) days or fewer to perform, Sublessee shall have two (2) business days to perform); (vi)
Sublessor shall have no liability to Sublessee with respect to (a) representations and warranties
made by Master Lessor under the Master Lease, (b) any indemnification obligations of Master Lessor
under the Master Lease, or other obligations or liabilities of Master Lessor under the Master Lease
with respect to compliance with laws, condition of the Premises or Hazardous Materials, and (c)
obligations under the Master Lease to repair, maintain, restore, or insure all or any portion of
the Premises, regardless of whether the incorporation of one or more provisions of the Master Lease
might otherwise operate to make Sublessor liable therefor; and (vii) with respect to any approval
required to be obtained from the “Landlord” under the Master Lease, such consent must be obtained
from both the Master Lessor and the Sublessor, and the approval of Sublessor may be withheld if the
Master Lessor’s consent is not obtained.




     The following paragraphs of the Master Lease are hereby incorporated into this Sublease:



     Basic Lease Information Sections “Project Description”, “Building Description”, “Premises”,
“Permitted Use” and “Parking Density”;



     Articles 4 and 5, except that reference to “Landlord” in Section 4.A. and the first
sentence of Article 5 shall mean only Master Lessor;



     Articles 8 and 9, except that (i) references to “Landlord” in the first sentence of
Section 8.A. and in Section 8.A.(i) shall mean only Master Lessor; and (ii) the reference to
“Spieker Properties, Inc.” in the first sentence of Section 8.C. hereby is deleted;



     Article 10, except that references to “Landlord” in the first and fourth sentences
shall mean only Master Lessor;



     Article 11, except that the last three (3) sentences of Article 11 hereby are deleted;




     Article 12, except that the first phrase of the second-to-last sentence of Article 12,
consisting of the words “In addition to and wholly apart from Tenant’s obligation to pay Tenant’s
Proportionate Share of Operating Expenses,” hereby is deleted;



     Articles 13 through 18, except that references to “Landlord” in Article 16 shall mean
only Master Lessor;



12.









 





     Articles 20 through 22, except that references to “Landlord” in the first sentence of
Article 20 shall mean only Master Lessor;



     Articles 23 and 24, except that (i) references to “Landlord” in Sections 23.A., 23.C.,
24.A., 24.B., 24.C., 24.D., and 24.F. shall mean only Master Lessor, and (ii) the termination
rights granted to “Tenant” in Articles 23 and 24 may be exercised by Sublessee only with the prior
written consent of Sublessor, which shall not be unreasonably withheld or delayed;



     Articles 26 and 27, except that Section 26.D. hereby is deleted;




     Article 29, except that references to “Landlord” shall mean only Master Lessor;




     Article 31;




     Article 32, except that (i) Section 32.A. hereby is deleted, and (ii) Section 32.B.
hereby is incorporated only for purposes of sending notices to Master Lessor;



     Articles 33 through 37, except that (i) the references to “Landlord” in Section 37.E.
shall mean only Master Lessor, and (ii) Sublessee shall complete the Hazardous Materials
Questionnaire in the form attached hereto as Exhibit C and incorporated by reference herein
at the times required by Article 37, and references to “Exhibit D” or the “Hazardous Materials
Questionnaire” in Article 37 shall be deemed references to Exhibit C attached hereto;



     Article 38, except that references to “Landlord” in Section 38.J. shall mean only
Master Lessor;



     Article 40; and




     Exhibits A and B.



          B. Assumption of Obligations: This Sublease is and at all times shall be subject and
subordinate to the Master Lease and the rights of Master Lessor thereunder, provided, however, that
in the event of a conflict between the provisions of this Sublease and the provisions of the Master
Lease, as between Sublessor and Sublessee, the provisions of this Sublease shall control.
Sublessee hereby expressly assumes and agrees: (i) to comply with all provisions of the Master
Lease with respect to the Subleased Premises during the Term to the extent incorporated herein;
(ii) to perform all the obligations on the part of the “Tenant” to be performed under the terms of
the Master Lease with respect to the Subleased Premises during the Term to the extent incorporated
herein; and (iii) to hold Sublessor free and harmless of and from all liability, judgments, costs,
damages, claims, demands, and expenses (including reasonable attorneys’ and experts’ fees) arising
out of Sublessee’s failure to comply with or to perform Sublessee’s obligations hereunder or the
obligations of the “Tenant” under the Master Lease as herein provided, or to act or omit to act in
any manner which will constitute a breach of the Master Lease. The foregoing indemnification shall
survive the termination of this Sublease.




          C. Performance by Sublessor. Sublessor shall not be required to furnish, supply or
install anything required of Master Lessor under any Article of the Master Lease. Sublessor shall
have no liability or responsibility whatsoever for Master Lessor’s failure or


13.









 







refusal to perform under the Master Lease. Sublessor’s obligation to use its commercially
reasonable good faith efforts to cause Master Lessor to observe and perform its obligations under
the Master Lease shall not be a guarantee by Sublessor of Master Lessor’s compliance with the
provisions of the Master Lease, and in no event shall Sublessor be required to initiate any
litigation proceedings or file suit against Master Lessor, provided that Sublessor shall assign and
transfer to Sublessee any cause of action that it might otherwise have against Master Lessor in the
event of a material breach by Master Lessor of its obligations under the Master Lease. With
respect to the Master Lease as it applies, to the extent incorporated herein, to the Subleased
Premises, Sublessor shall have no liability to Sublessee for any matter whatsoever, including,
without limitation, with respect to any expiration or earlier termination of the Master Lease or
this Sublease, except for (i) Sublessor’s obligation to pay the rent due under the Master Lease,
and (ii) Sublessor’s obligation to perform its obligations under this Sublease, including, without
limitation, its obligations under Paragraph 35.B. below.




     25. Condition Precedent: This Sublease and Sublessor’s and Sublessee’s obligations
hereunder are conditioned upon obtaining the written consent of the Master Lessor to this Sublease.
Sublessee shall provide to Master Lessor all financial and other information requested by Master
Lessor pursuant to Article 25 of the Master Lease, and Sublessee’s failure to do so shall cause the
thirty-five (35)- day period within which to obtain Master Lessor’s consent to be extended one (1)
day for each day of delay caused by Sublessee’s failure to provide the requested information. If
Sublessor fails to obtain the Master Lessor’s consent, upon terms and conditions reasonably
acceptable to Sublessor and Sublessee, within thirty-five (35) days after the date on which
Sublessor delivers a fully executed copy of this Sublease to Master Lessor, then either Sublessor
or Sublessee may terminate this Sublease by giving the other party ten (10) days’ prior written
notice, in which case this Sublease shall terminate on the day following the last day of the ten
(10)- day notice period (unless Master Lessor’s consent is obtained during such ten (10)- day
period, in which case this Sublease shall remain in full force and effect), neither party shall
have any further rights or obligations hereunder and Sublessor shall return to Sublessee all sums
paid by Sublessee to Sublessor in connection with Sublessee’s execution hereof (including the
Letter of Credit if previously received by Master Lessor). The return of all sums paid by
Sublessee to Sublessor shall be Sublessee’s sole and exclusive remedy in the event of a termination
pursuant to this Paragraph including, without limitation, a termination resulting from Sublessor’s
determination that any term or condition proposed by Master Lessor to be included in a consent is
unacceptable.



     26. Signage: Sublessee’s rights with respect to signage shall be as set forth in
Article 13 of the Master Lease, subject to the prior written consent of Sublessor, which shall not
be unreasonably withheld or delayed, and of Master Lessor. Sublessee shall be responsible for the
cost of any signage permitted to be installed by Sublessor and Master Lessor, and shall be
responsible for the removal of Sublessee’s signs (including, without limitation, the monument
signage identified below) upon the expiration or earlier termination of this Sublease, and for the
cost to restore any damage caused by such removal. Notwithstanding anything to the contrary
contained in this Sublease or the Master Lease, Sublessee shall have the right to use the existing
monument sign, subject to Sublessor’s consent (which shall not be unreasonably withheld or
delayed), Master Lessor’s consent and the applicable ordinance, rules and regulations promulgated
by the City of Mountain View with respect thereto. Sublessee shall bear all costs incurred with
respect to the monument signage.



14.









 





     27. No Offer. Submission of this Sublease for examination or signature by Sublessee
does not constitute a reservation of, option for or option to sublease, and such submission is not
effective as a sublease or otherwise until execution and delivery by both Sublessor and Sublessee,
subject, however, to the provisions of Paragraph 25 above.



     28. Sublessee’s Financial Statements: Sublessee shall deliver to Sublessor its
financial statements and other required information pursuant to and in accordance with the
provisions of Article 17 of the Master Lease.



     29. Estoppel Certificates: Within five (5) business days after receipt of demand by
Sublessor or Master Lessor, Sublessee shall execute and deliver to Sublessor an estoppel
certificate to Sublessor in connection with the Sublease in the form required pursuant to Article
18 of the Master Lease.



     30. Holding Over: If Sublessee holds over in the Subleased Premises after the
expiration or sooner termination of the Term of this Sublease without the prior written consent of
Sublessor, Sublessee shall be deemed a month-to-month tenant and the Monthly Base Rent during the
holdover period shall be 150% of the monthly base rent payable by Sublessor to Master Lessor during
the last month of the term of the Master Lease. Nothing in this Paragraph shall be deemed to
permit Sublessee to hold over beyond the expiration or earlier termination of the Term of this
Sublease, and Sublessee shall indemnify, defend, protect and hold harmless Sublessor and Master
Lessor from and against any and all claims for damages as the result of the failure of Sublessee to
surrender the Subleased Premises in the condition required by this Sublease upon the expiration or
sooner termination of the Term of this Sublease. The foregoing indemnification shall survive the
expiration or earlier termination of this Sublease.



     31. Sublessee’s Insurance: Sublessee agrees to name both Master Lessor and Sublessor
as additional insureds under the insurance policies which Sublessee is required to obtain and
maintain under Article 8.B. of the Master Lease. Notwithstanding anything to the contrary
contained in this Sublease, Sublessor shall not be obligated to deliver the Subleased Premises to
Sublessee until Sublessee has provided to Sublessor the certificates of insurance required by
Section 8.B. of the Master Lease.



     32. Hazardous Materials: Concurrent with Sublessee’s execution of this Sublease,
Sublessee shall complete and submit to Sublessor and Master Lessor the Hazardous Materials
Disclosure attached as Exhibit C. This Sublease shall be contingent upon Sublessor’s and
Master Lessor’s consent to the contents of Exhibit C. Sublessee’s consent to the completed
Exhibit C shall not be unreasonably withheld or delayed, but If Master Lessor does not
consent, Sublessor’s consent shall be deemed null and void and of no force or effect.



     33. Personal Property: During the Term of this Sublease, Sublessee shall have the
right to use the furniture and other personal property currently located in the Subleased Premises,
all as more particularly described on Exhibit D attached hereto and incorporated by
reference herein. Sublessee acknowledges that Sublessee is taking possession of the Personal
Property on an “as is, where is, with all faults” basis, and that Sublessee is not relying on any
representations or warranties of any kind whatsoever, express or implied, including, without
limitation, any implied warranties as to merchantability or fitness for a particular purpose;
provided, however,



15.









 




that Sublessor represents for the benefit of Sublessee that Sublessor owns the Personal
Property free and clear of all liens. Sublessor shall have no obligation to repair, maintain,
replace or insure the Personal Property, all of which shall be the obligation of Sublessee. So
long as Sublessee has not been in default, beyond applicable notice and cure periods, during the
Term of the Sublease, then, not later than the date that is thirty (30) days prior to the
expiration of this Sublease, or, if this Sublease terminates earlier than the expiration date, then
on such early termination date (so long as the termination is not the fault of Sublessee),
Sublessor, for the sum of One Dollar ($1.00), shall transfer the Personal Property to Sublessee by
bill of sale (“Bill of Sale”) in substantially the form of Exhibit E attached hereto and
incorporated by reference herein. Sublessee shall take ownership of the Personal Property in its
“as-is, where-is, with all faults” condition, and shall be solely responsible for removal thereof
upon the expiration or earlier termination of this Sublease.



     34. Sublessor’s Representations:




          A. No Existing Defaults. Sublessor represents and warrants to Sublessee that, to the
best of Sublessor’s actual knowledge, the Master Lease is in full force and effect, and Sublessor
has neither given nor received a notice of default under the Master Lease.




          B. Preservation of Master Lease. Sublessor covenants and agrees that Sublessor shall
not voluntarily terminate the Master Lease during the Term unless and until Master Lessor has
agreed in writing to continue the Sublease in full force and effect as a direct lease between
Master Lessor and Sublessee upon and subject to all of the terms, covenants and conditions of the
Sublease for the balance of the Term hereof. If Master Lessor so consents, Sublessee shall attorn
to Master Lessor in connection with any such voluntary termination and shall execute an attornment
agreement in such form as may reasonably be requested by Master Lessor. In addition, Sublessor
shall not modify or amend the Master Lease in a manner that materially adversely affects
Sublessee’s rights hereunder.



Sublessor shall indemnify, defend and hold Sublessee harmless from and against any and all claims,
demands, losses, costs (including reasonable attorneys’ fees and disbursements), damages, injuries
or expenses incurred by Sublessee as a result of Sublessor’s breach of any of the representations,
warranties or covenants set forth in this Paragraph 35.




[SIGNATURES APPEAR ON NEXT PAGE]




16.









 








     IN WITNESS WHEREOF, the parties have executed this Sublease on the day and year first above
written.



	 	 	 	 	 	 	 	 	 
	SUBLESSEE:	 	 	 	SUBLESSOR:
	 
	 	 	 	 	 	 	 	 
	HANSEN MEDICAL, INC.,	 	 	 	PALMONE, INC.,
	a Delaware corporation	 	 	 	a Delaware corporation
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Frederic H. Moll
	 	 	 	By:
	 	/s/ Marina Levinson
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its:

	 	CEO
	 	 	 	Its:
	 	VP and CIO
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Robert Younge	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Its:

	 	CTO	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





	 	 	 	 	 	 	 	 	 	 	 
	*Address:	 	811 Hansen Way	 	 	 	Address:	 	400 N. McCarthy Boulevard
	 	 	 	 	 	 	 	 	 
	 	 	Palo Alto, CA 94304	 	 	 	 	 	Milpitas, CA 95035-5112
	 	 	 	 	 	 	 	 	 
	 

	 	Attn:
	 	Joan Mechan
	 	 	 	 	 	Attn: Real Estate & Site Services
	 

	 	 	 	 	 	 	 	 	 	 
	Telephone:	 	(650) 565-7001	 	 	 	Telephone:	 	(408) 503-1917
	 	 	 	 	 	 	 	 	 





*effective August 23, 2004 — 380 N. Bernardo





17.









 








EXHIBIT “A”




MASTER LEASE




 









 





EXHIBIT “B”




SUBLESSEE IMPROVEMENTS




     The improvements set forth on those certain plans last revised July 20, 2004 and prepared by
W.H.L. Architects-Planners, Inc., attached hereto and incorporated by reference herein, may be
installed by Sublessee in the Subleased Premises, but only in accordance with the provisions of
Paragraph 14 of the Sublease.



 









 





EXHIBIT “C”




HAZARDOUS MATERIALS QUESTIONNAIRE




     This questionnaire is designed to solicit information regarding Tenant’s proposed use,
generation, treatment, storage, transfer or disposal of hazardous or toxic materials, substances or
wastes. If this Questionnaire is attached to or provided in connection with a lease, the reference
herein to any such items shall include all items defined as “Hazardous Materials,” “Hazardous
Substances,” “Hazardous Wastes,” “Toxic Materials,” “Toxic Substances, “Toxic Wastes,” or such
similar definitions contained in the lease. Please complete the questionnaire and return it to
Landlord for evaluation. If your use of materials or substances, or generation of wastes is
considered to be significant, further information may be requested regarding your plans for
hazardous and toxic materials management. Your cooperation in this matter is appreciated. If you
have any questions, do not hesitate to call us for assistance.




	1.	 	PROPOSED TENANT





     Name (Corporation, Individual, Corporate or Individual DBA, or Public Agency): Hansen Medical,
Inc.



	 	 	 	 	 
	 	 	Standard Industrial Classification Code (SIC): _____________
	 
	 	 	 	 
	 

	 	Street Address:
	 	811 Hansen Way
	 
	 	 	 	 
	 

	 	City, State, Zip Code:
	 	Palo Alto, CA 94304
	 
	 	 	 	 
	 

	 	Contact Person & Title:
	 	Dan Adams, Senior Mechanical Engineer
	 
	 	 	 	 
	 

	 	Telephone Number:.
	 	(650) 565-7014
	 
	 	 	 	 
	 

	 	Facsimile Number:
	 	(650) 565-7020







	2.	 	LOCATION AND ADDRESS OF PROPOSED LEASE





	 	 	 	 	 
	 	 	Street Address: 	 	380 North Bernardo Avenue
	 
	 	 	 	 
	 

	 	City, State, Zip Code:
	 	Mountain View, CA 94043-5203
	 
	 	 	 	 
	 

	 	Bordering Streets:
	 	Between Central Expressway and Middlefield Road
	 
	 	 	 	 
	 	 	Streets to which Premises has Access: Bernardo







	3.	 	DESCRIPTION OF PREMISES





	 	 	 	 	 
	 	 	Floor Area: 	 	28,069 square feet
	 
	 	 	 	 
	 	 	Number of Parking Spaces: ______________
	 
	 	 	 	 
	 	 	Date of Original Construction: ______________






 









 






	 	 	 	 	 
	 

	 	Past Uses of Premises:
	 	manufacturing and open office
	 
	 	 	 	 
	 	 	Dates and Descriptions of Significant Additions, Alterations or Improvements:
	 
	 	 	 	 
	 	 	Proposed Additions, Alterations or Improvements, if any: ________________







	4.	 	DESCRIPTION OF PROPOSED PREMISES USE
	 
	 	 	Describe proposed use and operation of Premises including (i) services to be performed, (ii)
nature and types of manufacturing or assembly processes, if any, and (iii) the materials or
products to be stored at the Premises.
	 
	 	 	 

 




	 
	 	 	Will the operation of your business at the Premises involve the use, generation, treatment,
storage, transfer or disposal of hazardous wastes or materials? No Do they now? No
	 
	 	 	If the answer is “yes,” or if your SIC code number is between 2000 to 4000, please complete
Section V.
	 
	5.	 	PERMIT DISCLOSURE
	 
	 	 	Does or will the operation of any facet of your business at the Premises require any
permits, licenses or plan approvals from any of the following agencies?





	 	 	 	 	 
	 

	 	U.S. Environmental Protection Agency
	 	Yes
	 
	 	 	 	 
	 

	 	City or County Sanitation District
	 	No
	 
	 	 	 	 
	 

	 	State Department of Health Services
	 	No
	 
	 	 	 	 
	 

	 	U.S. Nuclear Regulatory Commission
	 	No
	 
	 	 	 	 
	 

	 	Air Quality Management District
	 	No
	 
	 	 	 	 
	 

	 	Bureau of Alcohol, Firearms and Tobacco
	 	No
	 
	 	 	 	 
	 

	 	City or County Fire Department
	 	Yes
	 
	 	 	 	 
	 

	 	Regional Water Quality Control Board
	 	No
	 
	 	 	 	 
	 

	 	Other Governmental Agencies:	 	 
	 
	 	 	 	 
	 

	 	          •     OSHA
	 	Yes, as required to comply
	 
	 	 	 	 
	 

	 	          •      City of Mountain View/various
	 	Yes (permits as required for Tenant

Improvements]






 








 






     If the answer to any of the above is “yes,” please indicate permit or license numbers, issuing
agency and expiration date or renewal date, if applicable. If your answer to any of the above is
“yes,” please complete Sections VI and VII.




	6.	 	HAZARDOUS MATERIALS DISCLOSURE
	 
	 	 	Will any hazardous or toxic materials or substances be stored on the Premises? Yes; if the
answer is “yes,” please describe the materials or substances to be stored, the quantities
thereof and the proposed method of storage of the same (i.e., drums, aboveground or
underground storage tanks, cylinders, other), and whether the material is a Solid (S),
Liquid (L) or Gas (G):





	 	 	 	 	 	 	 	 	 
	Material/	 	Quantity to be	 	 	 	Amount to be Stored	 	Maximum Period of
	Substance	 	Stored on Premises	 	Storage Method	 	on a Monthly Basis	 	Premises Storage
	Sporicidin [disinfectant] - 1 gallon	 	flammables cabinet	 	1 gallon	 	 
	 
	 	 	 	 	 	 	 	 
	Citrus II [disinfectant] - 1 gallon	 	flammables cabinet	 	1 gallon	 	 
	 
	 	 	 	 	 	 	 	 
	Cidex Plus [disinfectant] - 6 quarts	 	flammables cabinet	 	6 quarts	 	 
	 
	 	 	 	 	 	 	 	 
	Clorox [disinfectant] - 1 quart	 	flammables cabinet	 	1 quart	 	 
	 
	 	 	 	 	 	 	 	 
	Isopropyl IPA - 10 gallons	 	flammables cabinet	 	10 gallons	 	 
	 
	 	 	 	 	 	 	 	 
	Alcohol / Class 10 / 2-Propanol — 1 gal	 	flammables cabinet	 	1 gal	 	 
	 
	 	 	 	 	 	 	 	 
	Butane - 5 ounces	 	flammables cabinet	 	5 ounces	 	 
	 
	 	 	 	 	 	 	 	 
	Flux [soldering] - 3 gallons	 	flammables cabinet	 	3 gallons	 	 
	 
	 	 	 	 	 	 	 	 
	Silicon + remover [lubricant] - 2 quarts	 	flammables cabinet	 	2 quarts	 	 
	 
	 	 	 	 	 	 	 	 
	Silicon primer - 2 ounces	 	flammables cabinet	 	2 ounces	 	 
	 
	 	 	 	 	 	 	 	 
	Silicone dispersion formula / 2 parts	 	flammables cabinet	 	1 pint	 	 
	 
	 	 	 	 	 	 	 	 
	Urethane [used in molds] - 2 gallons	 	flammables cabinet	 	2 gallons	 	 
	 
	 	 	 	 	 	 	 	 
	Liquid Latex [used in molds] - 1 pint	 	flammables cabinet	 	1 pint	 	 
	 
	 	 	 	 	 	 	 	 
	Witco bond [used in molding] - 2 quarts	 	flammables cabinet	 	2 quarts	 	 
	 
	 	 	 	 	 	 	 	 
	Flexane 80 Liquid [casting] - 1 pint	 	flammables cabinet	 	1 pint	 	 
	 
	 	 	 	 	 	 	 	 
	Chemtrec / 2 parts [casting] - 2 pints	 	flammables cabinet	 	2 pints	 	 
	 
	 	 	 	 	 	 	 	 
	Xylene [expands plastic] - 2 gallons	 	flammables cabinet	 	2 gallons	 	 
	 
	 	 	 	 	 	 	 	 
	PTFE Dry Lubricant Release Agent	 	flammables cabinet	 	1 quart	 	 
	 
	 	 	 	 	 	 	 	 
	Acrylic cement [glue] - 4 ounces	 	flammables cabinet	 	4 ounces	 	 







 









 







	 	 	 	 	 
	Fast-Drying Epoxy [adhesive] – 10 oz

	 	flammables cabinet
	 	10 ounces
	 
	 	 	 	 
	Tetra Etch/Fluorocarbon Etchant - 1 pint

	 	flammables cabinet
	 	1 pint
	 
	 	 	 	 
	Fluoro Etch Safety Solvent - I pint

	 	flammables cabinet
	 	1 pint
	 
	 	 	 	 
	Formaldehyde - 2 gallons

	 	flammables cabinet
	 	2 gallons
	 
	 	 	 	 
	Chloroform - 8 ounces

	 	flammables cabinet
	 	8 ounces






     Is any modification of the Premises improvements required or planned to mitigate the
release of toxic or hazardous materials substance or wastes into the environment? No




	7.	 	HAZARDOUS WASTE DISCLOSURE
	 
	 	 	Will any hazardous waste, including recyclable waste, be generated by the operation of your
business at the Premises? No
	 
	 	 	If the answer is “yes,” please list the hazardous waste which is expected to be generated
(or potentially will be generated) at the Premises, its hazard class and volume/frequency of
generation on a monthly basis.





	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum Period of
	Waste Name	 	Hazard Class	 	Volume/Month	 	Premises Storage
	 
	 	 	 	 	 	 
	 


	 	 

	 	 

	 	 








	 	 	If the answer is “yes,” please also indicate if any such wastes are to be stored within the
Premises and the proposed method of storage (i.e., drums, aboveground or underground storage
tanks, cylinders, other).







	 	 	 
	Waste Name	 	Storage Method
	 
	 	 
	 


	 	 









	 	 	If the answer is “yes,” please also describe the method(s) of disposal for each waste.
Indicate where disposal will take place including the methods, equipment and companies to be
used to transport the waste:
	 
	 	 	Is any treatment or processing of hazardous wastes to be conducted at the Premises? No If
the answer is “yes,” please describe proposed treatment/processing methods:
	 
	 	 	Which agencies are responsible for monitoring and evaluating compliance with respect to the
storage and disposal of hazardous materials or wastes at or from the Premises? (Please list
all agencies):





 









 






	 	 	Have there been any agency enforcement actions regarding Tenant (or any affiliate thereof),
or any existing Tenant’s (or any affiliate’s) facilities, or any past, pending or
outstanding administrative orders or consent decrees with respect to Tenant or any affiliate
thereof? No If the answer is “yes,” have there been any continuing compliance obligations
imposed on Tenant or its affiliates as a result of the decrees or orders? Yes ___No ___
If the answer is “yes,” please describe:
	 
	 	 	Has Tenant or any of its affiliates been the recipient of requests for information, notice
and demand letters, cleanup and abatement orders, or cease and desist orders or other
administrative inquiries? No If the answer is “yes,” please describe:
	 
	 	 	Are there any pending citizen lawsuits, or have any notices of violations been provided to
Tenant or its affiliates or with respect to any existing facilities pursuant to the citizens
suit provisions of any statute? No If the answer is “yes,” please describe:
	 
	 	 	Have there been any previous lawsuits against the company regarding environmental concerns?
No If the answer is “yes,” please describe how these lawsuits were resolved:
	 
	 	 	Has an environmental audit ever been conducted at any of your company’s existing facilities?
No If •the answer is “yes,” please describe:
	 
	 	 	Does your company carry environmental impairment insurance? No If the answer is “yes,” what
is the name of the carrier and what are the effective periods and monetary limits of such
coverage?
	 
	8.	 	EQUIPMENT LOCATED OR TO BE LOCATED AT THE PREMISES
	 
	 	 	Is (or will there be) any electrical transformer or other equipment containing
polychlorinated biphenyls located at the Premises? No If the answer is “yes,” please
specify the size, number and location (or proposed location):
	 
	 	 	Is (or will there be) any tank for storage of a petroleum product located at the Premises?
No
	 
	9.	 	ONGOING ACTIVITIES (APPLICABLE TO TENANTS IN POSSESSION)
	 
	 	 	Has any hazardous material, substance or waste spilled, leaked, discharged, leached, escaped
or otherwise been released into the environment at the Premises? Yes ___No ___If the
answer is “yes,” please describe including (i) the date and duration of each such release,
(ii) the material, substance or waste released, (iii) the extent of the spread of such
release into or onto the air, soil and/or water, (iv) any action to clean up the release,





 









 






	 	 	(v) any reports or notifications made of filed with any federal, state, or local agency, or
any quasi-governmental agency (please provide copies of such reports or notifications) and
(vi) describe any legal, administrative or other action taken by any of the foregoing
agencies or by any other person as a result of the release:





     This Hazardous Materials Questionnaire is certified as being true and accurate and has been
completed by the party whose signature appears below on behalf of Tenant as of the date set forth
below.



     DATED: July 27, 2004



	 	 	 	 	 
	 

	 	Signature /s/ Dan Adams 27-July-2004
	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Print Name: Dan Adams	 	 
	 
	 	 	 	 
	 

	 	Title: Senior Mechanical Engineer and acting Safety
Officer	 	 











 









 











EXHIBIT “D”




LIST OF PERSONAL PROPERTY




*380 Bernardo




Modular Furniture: Steelcase ‘Premise’





	 	(5)	 	private office configurations
	 	(1)	 	shipping desk configuration
	 	(16)	 	8 x 10 cubes
	 	(84)	 	8 x 8 cubes
	 	 	 	 
	 	(8)	 	8 x 10 cubes [ unbuilt ]
	 	(26)	 	8 x 8 cubes [ unbuilt ]





Seating:





	 	(160)	 	task chairs, black
	 	(30)	 	stacking chairs, green/black





Tables:




	 	 	 	 	 
	(13)

	 	60” x 24” rectangle
	 	training tables
	(6)

	 	42” round
	 	meeting table
	(2)

	 	48” round
	 	meeting table
	(2)

	 	36” square
	 	break table, black
	(4)

	 	96” x 33” rectangle
	 	work tables, white/black
	(1)

	 	144” x 48” oval
	 	conference table
	(1)

	 	120” x 48” oval
	 	conference table
	(1)

	 	96” x 48” rectangle
	 	conference table
	(1)

	 	84” x 48” oval
	 	conference table






Lab Benches:





	 	(6)	 	96” x 36” w/shelf, grey
	 
	 	(2)	 	96” x 36” w/shelf, white
	 
	 	(2)	 	72” x 36” w/shelf, white
	 
	 	(2)	 	72” x 30” w/shelf, white





     Shelving units:



 









 





	 	 	 	 	 
	(7)

	 	72” x 48” x 24”
	 	metal/wood
	(1)

	 	72” x 48” x 12”
	 	metal/wood






Storage/file cabinets:




	 	 	 	 	 
	(3)

	 	65” x 36”
	 	Steelcase, 2-dr storage, beige
	(3)

	 	72” x 36”
	 	Hon, 2-dr storage, beige
	(5)

	 	72” x 36”
	 	Hon, 2-dr storage, black
	(1)

	 	36” x 36”
	 	Hon, 2-dr storage, black
	 
	 	 	 	 
	(1)

	 	17” x 40” x 29”
	 	flat file, 5-dwr, beige
	 
	 	 	 	 
	(4)

	 	52” x 42” x 18”
	 	Steelcase, 4-dwr lateral, beige
	(1)

	 	37” x 42” x 18”
	 	Steelcase, 3-dwr lateral, beige
	(1)

	 	27” x 42” x 18”
	 	Steelcase, 2-dwr lateral, beige
	 
	 	 	 	 
	(2)

	 	64” x 42” x 12”
	 	Steelcase, bookshelf, beige
	(1)

	 	55” x 42” x 12”
	 	Steelcase, bookshelf, beige






Misc other equipment:





	 	(1)	 	pallet jack, red
	 	(1)	 	large, rolling trash bin, grey
	 	(3)	 	patio picnic benches, wood/metal
	 	(8)	 	outdoor, ashtray/trash bins
	 	(1)	 	GE microwave
	 	(2)	 	dishwashers
	 	(1)	 	‘Acorto 994’ Espresso & Cappuccino maker
	 	(1)	 	overhead projection unit [ ceiling mounted in 3110 ]
	 	(1)	 	audio/video components [ wall mounted in 3109 ]
	 	(2)	 	reception area chairs, mesh, brown
	 	(1)	 	reception area table, metal, grey




 









 











EXHIBIT “E”




BILL OF SALE




     For the sum of One Dollar ($1.00) and other good and valuable consideration, the receipt of
which is hereby acknowledged, palmOne, Inc., a Delaware corporation (“Seller”), does hereby sell,
transfer, and convey to Hansen Medical, Inc., a Delaware corporation (“Buyer”), the personal
property owned by Seller and located within that certain premises commonly known as 380 N. Bernardo
Avenue, Mountain View, California, as more particularly described on Schedule 1 attached
hereto and made a part hereof (“Personal Property”).



     Buyer acknowledges that Seller is selling and Buyer is buying the Personal Property on an “as
is, where is, with all faults” basis, and that Buyer is not relying on any representations or
warranties of any kind whatsoever, express or implied, except as expressly set forth below,
including, without limitation, any implied warranties as to merchantability or fitness for a
particular purpose.



     Seller represents and warrants to Buyer, however, that Seller is conveying title to the
Personal Property to Buyer free and clear of any liens or encumbrances. Buyer shall take delivery
of the Personal Property in its “as-is, where-is, with all faults” condition. Seller shall have no
obligation to repair or replace any item of Personal Property.



     This Bill of Sale shall be governed by and construed in accordance with the laws of the State
of California. Any waiver by either party of any breach of any term or condition of this Bill of
Sale shall not operate as a waiver of any other breach of such term or condition or of any other
term or condition, nor shall any failure to enforce such provision hereof operate as a waiver of
such provision or of any other provision hereof, nor constitute nor be deemed as a waiver or
release of any other party for anything arising out of, connected with or based upon this Bill of
Sale. In the event of any litigation involving the parties arising out of this Bill of Sale, the
prevailing party shall be entitled to recover from the other party such reasonable attorneys’ fees
and costs as may reasonably be incurred, as awarded by the court hearing the matter.



     This Bill of Sale may be executed in one or more counterparts, each of which shall be deemed
an original but all of which taken together shall constitute one and the same instrument.



Dated this _____day of ______________, 200___.




	 	 	 	 	 
	 
	 	 	 	 
	SELLER:

	 	PALMONE, INC.
	 	 
	 

	 	a Delaware corporation	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Marina Levinson	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Title: VP and CIO	 	 
	 
	 	 	 	 
	BUYER:

	 	HANSEN MEDICAL, INC.	 	 
	 

	 	a Delaware corporation	 	 
	 
	 	 	 	 
	 

	 	By: /s/ Frederic H. Moll	 	 
	 

	 	 
	 	 
	 
	 	 	 	 
	 

	 	Title: CEO	 	 







 









 








LANDLORD CONSENT TO SUBLEASE




     THIS LANDLORD CONSENT TO SUBLEASE (“Consent Agreement”) is entered into as of the ___day of
August 2004, by and among EOP-INDUSTRIAL PORTFOLIO, L.L.C., a Delaware limited liability company
(“Landlord”), PALMONE, INC., a Delaware corporation, (“Sublandlord”), and HANSEN MEDICAL, INC., a
Delaware corporation (“Subtenant”).



RECITALS:





	A.	 	Landlord (as successor in interest to Spieker Properties, L.P.), as landlord, and Sublandlord
(as successor in interest to Handspring, Inc.), as tenant, are parties to that certain lease
agreement dated April 24, 2000, as amended by that certain First Amendment dated January 31,
2003 (collectively, the “Lease”) pursuant to which Landlord has leased to Sublandlord certain
premises containing approximately 28,069 rentable square feet (the “Premises”) described as
that certain building located at 380 N. Bernardo, Mountain View, California (the “Building”).
	 
	B.	 	Sublandlord and Subtenant have entered into (or are about to enter into) that certain
sublease agreement dated July 27, 2004 attached hereto as Exhibit A (the “Sublease”) pursuant
to which Sublandlord has agreed to sublease the entire Premises to Subtenant (the “Sublet
Premises”).
	 
	C.	 	Sublandlord and Subtenant have requested Landlord’s consent to the Sublease.
	 
	D.	 	Landlord has agreed to give such consent upon the terms and conditions contained in this
Agreement.





     NOW THEREFORE, in consideration of the foregoing preambles which by this reference are
incorporated herein and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, Landlord hereby consents to the Sublease subject to the following terms
and conditions, all of which are hereby acknowledged and agreed to by Sublandlord and Subtenant:




	1.	 	Sublease Agreement. Sublandlord and Subtenant hereby represent that a true and
complete copy of the Sublease is attached hereto and made a part hereof as Exhibit A, and
Sublandlord and Subtenant agree that the Sublease shall not be modified without Landlord’s
prior written consent, which consent shall not be unreasonably withheld.
	 
	2.	 	Representations. Sublandlord hereby represents and warrants that Sublandlord (i) has
full power and authority to sublease the Sublet Premises to Subtenent, (ii) has not
transferred or conveyed its interest in the Lease to any person or entity collaterally or
otherwise, and (iii) has full power and authority to enter into the Sublease and this Consent
Agreement, Subtenant hereby represents and warrants that Subtenant has full power and
authority to enter into the Sublease and this Consent Agreement.
	 
	3.	 	Indemnity and Insurance. Subtenant hereby assumes, with respect to Landlord, all of
the indemnity and insurance obligations of the Sublandlord under the Lease with respect to




 









 






	 	 	the Sublet Premises, provided that, as among Landlord, Sublandlord and Subtenant, the
foregoing shall not be construed as relieving or releasing Sublandlord from any such
obligations. With respect to the foregoing sentence, as between Sublandlord and Subtenant,
the terms and conditions of the Sublease shall control.
	 
	4.	 	No Release. Nothing contained in the Sublease or this Consent Agreement shall be
construed as relieving or releasing Sublandlord from any of its obligations under the Lease,
it being expressly understood and agreed that Sublandlord shall remain liable to Landlord for
such obligations notwithstanding anything contained in the Sublease or this Consent Agreement
or any subsequent assignment(s), sublease(s) or transfer(s) of the interest of the tenant
under the Lease. Sublandlord shall be responsible for the collection of all rent due it from
Subtenant, and for the performance of all the other terms and conditions of the Sublease, it
being understood that Landlord is not a party to the Sublease and, notwithstanding anything to
the contrary contained in the Sublease, is not bound by any terms, provisions, representations
or warranties contained in the Sublease and is not obligated to Sublandlord or Subtenant for
any of the duties and obligations contained therein.
	 
	5.	 	Administrative Fee. Upon Sublandlord’s execution and delivery of this Consent
Agreement, Sublandlord shall pay to Landlord the sum of $1,500 in consideration for Landlord’s
review of the Sublease and the preparation and delivery of this Consent Agreement.
	 
	6.	 	No Transfer. Subtenant shall not further sublease the Sublet Premises, assign its
interest as the Subtenant under the Sublease or otherwise transfer its interest in the Sublet
Premises or the Sublease to any person or entity without the written consent of Landlord,
which Landlord may withhold in accordance with the provisions of the Master Lease.
	 
	7.	 	Lease. The parties agree that the Sublease is subject and subordinate to the terms
of the Lease. In no event shall the Sublease or this Consent Agreement be construed as
granting or conferring upon the Sublandlord or, except as otherwise expressly set forth in
this Section 7, the Subtenant any greater rights than those contained in the Lease nor shall
there be any diminution of the rights and privileges of the Landlord under the Lease nor shall
the Lease be deemed modified in any respect. Without limiting the scope of the preceding
sentence, any construction or alterations performed in or to the Sublet Premises shall be
performed with Landlord’s prior written approval and in accordance with the terms and
conditions of the Lease. It is hereby acknowledged and agreed that any provisions in the
Sublease which limit the manner in which Sublandlord may amend the Lease are binding only upon
Sublandlord and Subtenant as between such parties. Landlord shall not be bound in any manner
by such provisions and may rely upon Sublandlord’s execution of any agreements amending or
terminating the Lease subsequent to the date hereof notwithstanding any contrary provisions in
the Sublease. Notwithstanding anything to the contrary contained in this Consent Agreement,
Landlord hereby consents to Sublessee’s use of the Premises for general office, light research
and development, storage and shipping of small volumes of product, legal related uses,
assembly and light manufacturing or minimally-invasive medical devices, such as catheter-based
devices to address cardio-vascular disease, subject to all the limitations on




 









 






	 	 	use as set forth in Section 4.B of the Lease and the hazardous materials provisions set
forth in Section 37 of the Lease.
	 
	8.	 	Parking and Services. Any parking rights granted to Subtenant pursuant to the
Sublease shall be satisfied out of the parking rights, if any, granted to Sublandlord under
the Lease. Sublandlord hereby authorizes Subtenant, as agent for Sublandlord, to obtain
services and materials for or related to the Sublet Premises, and Sublandlord agrees to pay
for such services and materials as additional Rent under the Lease upon written demand from
Landlord. However, as a convenience to Sublandlord, Landlord may bill Subtenant directly for
such services and materials, or any portion thereof, in which event Subtenant shall pay for
the services and materials so billed upon written demand, provided that such billing shall not
relieve Sublandlord from its primary obligation to pay for such services and materials.
	 
	9.	 	Attornment. If the Lease or Sublandlord’s right to possession thereunder terminates
for any reason prior to expiration of the Sublease, Subtenant agrees, at the written election
of Landlord, to attorn to Landlord upon the then executory terms and conditions of the
Sublease for the remainder of the term of the Sublease. In the event of any such election by
Landlord, Landlord will not be (a) liable for any rent paid by Subtenant to Sublandlord more
than one month in advance, or any security deposit paid by Subtenant to Sublandlord, unless
same has been transferred to Landlord by Sublandlord; (b) liable for any act or omission of
Sublandlord under the Lease, Sublease or any other agreement between Sublandlord and Subtenant
or for any default of Sublandlord under any such documents which occurred prior to the
effective date of the attornment; (c) subject to any defenses or offsets that Subtenant may
have against Sublandlord which arose prior to the effective date of the attornment; (d) bound
by any changes or modifications made to the Sublease without the written consent of Landlord,
(e) obligated in any manner with respect to the transfer, delivery, use or condition of any
furniture, equipment or other personal property in the Sublet Premises which Sublandlord
agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the
Subtenent during the term of the Sublease, or (f) liable for the payment of any improvement
allowance, or any other payment, credit, offset or amount due from Sublandlord to Subtenant
under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord as
described above, the Sublease and all rights of Subtenant in the Sublet Premises shall
terminate upon the date of termination of the Lease or Sublandlord’s right to possession
thereunder. The terms of this Section 9 supersede any contrary provisions in the Sublease.
	 
	10.	 	Payments Under the Sublease. If at any time Sublandlord is in default beyond
applicable notice and cure periods under the terms of the Lease, Landlord shall have the right
to contact Subtenant and require Subtenant to pay all rent due under the Sublease directly to
Landlord until such time as Sublandlord has cured such default. Subtenant agrees to pay such
sums directly to Landlord if requested by Landlord, and Sublandlord agrees that any such sums
paid by Subtenant shall be deemed applied against any sums owed by Subtenant under the
Sublease. Any such sums received by Landlord from Subtenant shall be received by Landlord on
behalf of Sublandlord and shall be applied by Landlord to any sums past due under the Lease,
in such order of priority as required under the Lease or, if the Lease is silent in such
regard, then in such order of priority as Landlord














 






	 	 	deems appropriate. The receipt of such funds by Landlord shall in no manner be deemed to
create a direct lease or sublease between Landlord and Subtenant. If Subtenant fails to
deliver its Sublease payments directly to landlord as required herein following receipt of
written notice from landlord as described above, then landlord shall have the right to
remove any signage of Subtenant, at Subtenant’s cost, located outside the Premises or in the
building lobby or elsewhere in the building and to pursue any other rights or remedies
available to Landlord at law or in equity.
	 
	11.	 	Excess Rent. If Landlord is entitled to any excess rent (defined below) from
Sublandlord pursuant to the terms of the Lease, then, in addition to all rent otherwise
payable by Sublandlord to Landlord under the Lease, Sublandlord shall also pay to Landlord the
portion of the excess rent to which Landlord is entitled under the Lease, in the manner
described in the Lease. As used herein, the “excess rent” shall be deemed to mean any
payments from Subtenant under the Sublease, whenever made, which exceed the payments payable
by Sublandlord to Landlord under the Lease of the Sublet Premises. Landlord’s failure to bill
Sublandlord for, or to otherwise collect, such sums shall in no manner be deemed a waiver by
Landlord of its right to collect such sums in accordance with the Lease.
	 
	12.	 	Sublandlord Notice Address. If Sublandlord is subleasing the entire Premises or
otherwise vacating the Premises, Sublandlord’s new address for notices to Sublandlord under
the Lease shall be as follows: palmOne, Inc., 400 N. McCarthy Boulevard, Milpitas, California
94035, Attention: Real Estate and Site Services Department; and if no address is filled in at
the preceding blank (or if a post office box address is used for the preceding blank), then
Landlord may continue to send notices to Sublandlord at the address(es) provided in, and in
accordance with the terms of, the Lease.
	 
	13.	 	Authority. Each signatory of this Consent Agreement represents hereby that he or she
has the authority to execute and deliver the same on behalf of the party hereto for which such
signatory is acting.
	 
	14.	 	Counterparts. This Consent Agreement may be executed in counterparts and shall
constitute an agreement biding on all parties notwithstanding that all parties are not
signatories to the original or the same counterpart provided that all parties are furnished a
copy of copies thereof reflecting the signature of all parties.
	 
	15.	 	Prior Merger and Assignment. Sublandlord hereby represents and warrants that
Handspring, Inc., the original Tenant under the Lease merged with and into palmOne, Inc. under
the name of palmOne, Inc. a corporation organized and existing under the laws of the State of
Delaware (the “Merger”) as reflected in that certain Certificate of Ownership and Merger
Merging Handspring, Inc., into palmOne Inc. dated March 5, 2004. Sublandlord further
represents and warrants that (a) the Merger fully assigned or otherwise transferred, by
operation of law or otherwise, all of Tenant’s right, title and interest in the Lease to
Sublandlord (the “Transfer”) as of March 5, 2004; and (b) following the Merger, Sublandlord
assumed and was thereafter bound by, whether by operation of law or otherwise, all of the
covenants, agreements, provisions, conditions and obligations of the tenant under the Lease,
including but not limited to, the obligation














 






	 	 	to pay Landlord for all adjustments of rent and other additional charges payable pursuant to
the terms of the Lease. Nothing regarding the Merger or Transfer shall be deemed to amend,
modify or alter in any way the terms, covenants and conditions set forth in the Lease.
Sublandlord further hereby represents and warrants on behalf of Handspring, Inc. and on its
own behalf, as applicable, (i) Handspring Inc. had full power and authority to assign its
entire right, title and interest in the Lease to Sublandlord; (ii) Handspring Inc. had not
previously transferred or conveyed its interest in the Lease to any person or entity,
collaterally or otherwise; (iii) Handspring Inc. and Sublandlord had full power and
authority to enter into the Merger; (iv) Handspring Inc., in connection with the Merger,
assigned all of its rights, title, interest and obligations under the Lease, whether by
operation of law or otherwise, to Sublandlord; (v) Handspring Inc. assigned or otherwise
transferred, by operation of law or otherwise, the entire Security Deposit, if any, as
described in the Lease, to the Sublandlord, and that, following the merger and (vi)
Sublandlord will have a net worth that is equal to or greater than the net worth of
Handspring Inc. as of the date of this Consent.
	 
	16.	 	Conflict. In the event of a conflict between the provisions of this Consent
Agreement or the Lease, on the one hand, and the provisions of the Sublease, on the other
hand, as among Landlord, Sublandlord and Subtenant the terms and conditions of the Lease and
this Consent Agreement shall control. As among Sublandlord and Subtenant, in the event of a
conflict between the provisions of this Consent Agreement or the Lease, on the one hand, and
the provisions of the Sublease, on the other hand, the terms and conditions of the Sublease
shall control.





[SIGNATURES ARE ON FOLLOWING PAGE]














 








     IN WITNESS WHEREOF, Landlord, Sublandlord and Subtenant have executed this Consent Agreement
as of the date set forth above.



	 	 	 	 	 	 	 	 	 
	 

	LANDLORD;	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	 	EOP-INDUSTRIAL PORTFOLIO, L.L.C.,	 
	 	 	 	a Delaware limited liability company
	 
	 
	 	 	 	 	 	 	 	 
	 	 	 	By:	 	EOP Operating Limited Partnership, a Delaware

limited partnership, its sole member	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	By:
	 	Equity Office Properties Trust, a

Maryland real estate investment trust,

its general partner	 
	 
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	By:/s/ Richard Scott	 
	 

	 	 	 	 	 	 	 
 Name:
Richard Scott	 
	 

	 	 	 	 	 	 	Title: Regional Vice-President, Leasing	 






	 	 	 	 	 
	 

	 	SUBLANDLORD:	 	 
	 
	 	 	 	 
	 	 	PALMONE, INC., a Delaware corporation
	 
	 	 	 	 
	 

	 	By: /s/ Marina Levinson
 

	 	 
	 
	 	 	 	 
	 

	 	Name: Marina Levinson	 	 
	 
	 	 	 	 
	 

	 	Title: VP and CIO	 	 
	 
	 	 	 	 
	 

	 	SUBTENANT;	 	 
	 
	 	 	 	 
	 	 	HANSEN MEDICAL, INC., a Delaware corporation
	 
	 	 	 	 
	 

	 	By: /s/ David Lundmark	 	 
	 

	 	 

	 	 
	 

	 	Name: David Lundmark	 	 
	 
	 	 	 	 
	 

	 	Title: VP, Legal Affairs