CONTRACTOR
Architect - Gicklhorn Lazzarotto Partners
General Contractor: One of the following:
1.
BCCI
2.
Wilcox Construction
3.
Peacock Construction
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EXHIBIT C
PRELIMINARY SPACE PLAN
[Figure]
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EXHIBIT D
FORM OF LETTER OF CREDIT
ISSUING BANK
ADDRESS OF ISSUING BANK
DATE:
IRREVOCABLE STANDBY LETTER OF CREDIT NUMBER:
BENEFICIARY:
APPLICANT:
AMOUNT: USD $
EXPIRATION:
AT OUR COUNTERS
WE HEREBY ESTABLISH IN YOUR FAVOR OUR IRREVOCABLE STANDBY LETTER OF CREDIT
NUMBER
WHICH IS AVAILABLE WITH [ISSUING BANK] BY PAYMENT
AGAINST PRESENTATION OF THE ORIGINAL OF THIS LETTER OF CREDIT AND YOUR DRAFTS AT
SIGHT DRAWN ON [ISSUING BANK] AT THE ADDRESS ABOVE, ACCOMPANIED BY THE DOCUMENTS
DETAILED BELOW:
A LETTER SIGNED BY A PURPORTED AUTHORIZED REPRESENTATIVE OF THE BENEFICIARY
STATING THAT BENEFICIARY IS ENTITLED TO DRAW ON THIS LETTER OF CREDIT PURSUANT
TO THAT SUBLEASE AGREEMENT BETWEEN
AND
, AS IT MAY BE AMENDED.
THIS LETTER OF CREDIT CANNOT BE MODIFIED OR REVOKED WITHOUT YOUR WRITTEN CONSENT
OF BENEFICIARY.
SPECIAL CONDITIONS:
THIS LETTER OF CREDIT SHALL AUTOMATICALLY RENEW WITHOUT AMENDMENT FOR AN
ADDITIONAL ONE YEAR PERIOD FROM THE CURRENT OR FOR ANY FUTURE EXPIRATION DATE,
UNLESS WE SHALL NOTIFY YOU IN WRITING BY CERTIFIED MAIL, RETURN RECEIPT
REQUESTED OR OVERNIGHT COURIER AT LEAST 60 DAYS PRIOR TO THE THEN CURRENT
EXPIRATION DATE THAT THIS LETTER OF CREDIT WILL NOT BE RENEWED. FOLLOWING SUCH
NOTIFICATION AND PRIOR TO THE EXPIRATION OF THIS LETTER OF CREDIT, YOU MAY DRAW
UPON THIS LETTER OF CREDIT BY PRESENTATION OF THE SIGHT DRAFT(S) MENTIONED
ABOVE, ACCOMPANIED BY A LETTER SIGNED BY A PURPORTED AUTHORIZED REPRESENTATIVE
OF BENEFICIARY STATING THAT BENEFICIARY HAS NOT BEEN PRESENTED WITH A SUBSTITUTE
LETTER OF CREDIT IN THE SAME PRINCIPAL AMOUNT, AND ON THE SAME TERMS AS THIS
LETTER OF CREDIT FROM AN ISSUER REASONABLY SATISFACTORY TO YOU.
THIS LETTER OF CREDIT IS TRANSFERABLE AND MAY BE TRANSFERRED ONE OR MORE TIMES
BY THE NAMED BENEFICIARY HEREUNDER OR BY ANY TRANSFEREE
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HEREUNDER TO A SUCCESSOR TRANSFEREE. TRANSFER OF THIS LETTER OF CREDIT IS
SUBJECT TO OUR RECEIPT OF BENEFICIARY'S INSTRUCTIONS IN THE FORM ATTACHED AS
EXHIBIT A, ACCOMPANIED BY THE ORIGINAL LETTER OF CREDIT AND AMENDMENT(S), IF
ANY.
PARTIAL DRAWS ARE ALLOWED UNDER THIS LETTER OF CREDIT.
THIS LETTER OF CREDIT IS SUBJECT TO THE UNIFORM CUSTOMS AND PRACTICE FOR
DOCUMENTARY CREDITS (1993 REVISION), INTERNATIONAL CHAMBER OF COMMERCE
PUBLICATION NO. 590 AND ENGAGES US PURSUANT TO THE TERMS THEREIN.
[ISSUING BANK]
AUTHORIZED SIGNATURE
AUTHORIZED SIGNATURE
2
EXHIBIT E
FORM OF CONSENT
LANDLORD CONSENT TO FIRST AMENDMENT TO SUBLEASE
THIS LANDLORD CONSENT TO FIRST AMENDMENT TO SUBLEASE ("Consent Agreement")
is entered into as of the ___day of ___, 2006, by and among CA-WATERGATE TOWER
IV LIMITED PARTNERSHIP, a Delaware limited partnership ("Landlord"), ORACLE USA,
INC., a Colorado corporation ("Sublandlord"), and ONYX PHARMACEUTICALS, a
Delaware corporation ("Subtenant").
RECITALS:
A. Landlord, (as successor in interest to MV Golden State Emeryville, LLC,
a Delaware limited liability company, as successor in interest to Spieker
Properties, L.P., a California limited partnership), as landlord,