LETTER OF CREDIT NO. SVBSF___ IN
YOUR FAVOR. THIS LETTER OF CREDIT IS AVAILABLE BY SIGHT PAYMENT WITH OURSELVES
ONLY AGAINST PRESENTATION AT THIS OFFICE OF THE FOLLOWING DOCUMENTS:
1.
THE ORIGINAL OF THIS LETTER OF CREDIT AND ALL AMENDMENT (S), IF ANY.
2.
YOUR SIGHT DRAFT DRAWN ON US IN THE FORM ATTACHED HERETO AS EXHIBIT
"A".
3.
A DATED CERTIFICATION PURPORTEDLY SIGNED BY AN AUTHORIZED OFFICER
OR REPRESENTATIVE OF THE BENEFICIARY, FOLLOWED BY HIS/HER PRINTED NAME AND
DESIGNATED TITLE, STATING EITHER OF THE FOLLOWING WITH INSTRUCTIONS IN BRACKETS
THEREIN COMPLIED WITH:
A)
"THE AMOUNT DRAWN PER THE ACCOMPANYING SIGHT DRAFT IS DUE TO SUBLANDLORD
UNDER THAT CERTAIN SUBLEASE AGREEMENT DATED [INSERT DATE] BY AND BETWEEN
HALOZYME, INC. AS SUBTENANT, AND BENEFICIARY, AS SUBLANDLORD BECAUSE SUBTENANT
C-1
OWES SUCH AMOUNTS AS A DRAW UPON SUBTENANT'S SECURITY DEPOSIT AS DEFINED
IN SECTION 17 THEREUNDER."
OR
B)
"SUBLANDLORD HAS NOT RECEIVED AN AMENDMENT EXTENDING THE EXPIRATION DATE
OF SILICON VALLEY BANK IRREVOCABLE STANDBY LETTER OF CREDIT NO. SVBSF___ FOR AN
ADDITIIONAL ONE (1) YEAR PERIOD OR AN ACCEPTABLE LETTER OF CREDIT IN REPLACEMENT
AND SUBLANDLORD IS THUS ENTITLED TO DRAW UPON THE BALANCE OF THIS LETTER OF
CREDIT."
THE SUBLEASE AGREEMENT MENTIONED ABOVE IS FOR IDENTIFICATION PURPOSES
ONLY AND IS NOT INTENDED THAT SAID SUBLEASE AGREEMENT BE INCORPORATED HEREIN OR
FORM PART OF THIS LETTER OF CREDIT.
PARTIAL AND MULTIPLE DRAWINGS ARE ALLOWED. IN THE EVENT BENEFICIARY ELECTS TO
DRAW UPON THIS LETTER OF CREDIT FOR LESS THAN THE FULL STATED AMOUNT HEREOF, THE
AMOUNT AVAILABLE UNDER THIS LETTER OF CREDIT WILL BE REDUCED BY THE AMOUNT OF
ANY PARTIAL DRAWINGS HEREUNDER.
THIS LETTER OF CREDIT MUST ACCOMPANY ANY DRAWINGS HEREUNDER FOR
ENDORSEMENT OF THE DRAWING AMOUNT AND WILL BE RETURNED TO THE BENEFICIARY UNLESS
IT IS FULLY UTILIZED.
WE AGREE THAT WE SHALL HAVE NO DUTY OR RIGHT TO INQUIRE AS TO THE
BASIS UPON WHICH BENEFICIARY HAS DETERMINED THAT THE AMOUNT IS DUE AND OWING OR
HAS DETERMINED TO PRESENT TO US ANY DRAFT UNDER THIS LETTER OF CREDIT, AND THE
PRESENTATION OF SUCH DRAFT IN STRICT COMPLIANCE WITH THE TERMS AND CONDITIONS OF
THIS LETTER OF CREDIT, SHALL AUTOMATICALLY RESULT IN PAYMENT TO THE BENEFICIARY.
THE AMOUNT OF THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY DECREASED
WITHOUT AMENDMENT(S) TO THE NEW AGGREGATE AMOUNT(S) ON THE EFFECTIVE DATES
BELOW, PROVIDED THAT THE AVAILABLE AMOUNT EXCEEDS THE AGGREGATE AMOUNT(S) LISTED
BELOW AND ISSUING BANK HAS NOT RECEIVED WRITTEN NOTICE FROM AN AUTHORIZED
REPRESENTATIVE OF THE BENEFICIARY BY OVERNIGHT COURIER AT LEAST TEN
(10) BUSINESS DAYS PRIOR TO ANY SCHEDULED REDUCTION DATE, ADVISING ISSUING BANK
THAT APPLICANT IS IN DEFAULT AND ANY SCHEDULED DECREASE IN THE AGGREGATE
AVAILABLE AMOUNT SHOULD NOT BE EFFECTED:
C-2
EFFECTIVE DATE(S)
NEW AGGREGATE AMOUNT(S)
JULY 1, 2008
US$300,000.00
[INSERT DATE]
US$250,000.00
[INSERT DATE]
US$200,000.00
[INSERT DATE]
US$150,000.00
[INSERT DATE]
US$100,000.00
[INSERT DATE]
US$50,000.00
THIS LETTER OF CREDIT SHALL BE AUTOMATICALLY EXTENDED FOR AN
ADDITIONAL PERIOD OF ONE YEAR, WITHOUT AMENDMENT, FROM THE PRESENT OR