INDUSTRIAL SPACE LEASE (SINGLE TENANT NET)

Exhibit 10.62

File No. __

INDUSTRIAL SPACE LEASE

(SINGLE TENANT NET)

     THIS LEASE (the “ Lease ”) dated November 29, 2005 for reference purposes only, is made by and between JER Bayside, LLC, a Delaware limited liability company (“ Landlord ”), and Asyst Technologies, Inc., a California corporation (“ Tenant ”), to be effective and binding upon the parties as of the date the last of the designated signatories to this Lease shall have executed this Lease (the “ Effective Date of this Lease ”).

ARTICLE 1

REFERENCES

     REFERENCES: All references in this Lease (subject to any further clarifications contained in this Lease) to the following terms shall have the following meaning or refer to the respective address, person, date, time period, amount, percentage, calendar year or fiscal year as below set forth:

          L. Property or Project: That certain real property, situated in the City of Fremont, County of Alameda, State of California, as presently improved with one building together with all amenities serving the Property or for the benefit of the Property, which real property is shown on the Site Plan attached hereto as Exhibit “A” and is commonly known as or otherwise described as follows: 46897 Bayside Parkway.

          M. Building: That certain Building within the Property in which the Leased Premises are located, which Building is shown outlined in red on Exhibit “A” hereto.

          N. Outside Areas: The “ Outside Areas ” shall mean all areas within the Property which are located outside the Building, including without limitation, pedestrian walkways, parking areas, landscaped areas, open areas and enclosed trash disposal areas.

          O. Leased Premises or Premises: All the space which is the Building, consisting of 94,429 square feet of gross leasable area. The Leased Premises are commonly known as or otherwise described as follows: Building 48.

          P. Base Monthly Rent: The term “Base Monthly Rent” shall mean the following:

          Q. Permitted Use: The term “ Permitted Use ” shall mean the following: general office use, assembly, light manufacturing, product service and warehousing functions, all in accordance with the “I-R Restricted Industrial” zoning status of the Property.

          R. Exhibits: The term “ Exhibits ” shall mean the Exhibits to this Lease which are described as follows:

ARTICLE 2

      2.1 DEMISE OF LEASED PREMISES : Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for Tenant’s own use in the conduct of Tenant’s business and not for purposes of speculating in real estate, for the Lease Term and upon the terms and subject to the conditions of this Lease, that certain space described in Article 1 as the Leased Premises. Tenant’s lease of the Leased Premises, together with the appurtenant right to use the Outside Areas as described in Section 2.2 below, shall be conditioned upon and be subject to the continuing compliance by Tenant with (i) all the terms and conditions of this Lease, (ii) all Laws governing the use of the Leased Premises and the Property, (iii) all Private Restrictions, easements and other matters respecting the use of the Leased Premises and the Property and

disclosed in that certain Title Report No. NCS-161260-SC dated September 16, 2005 and issued by First American Title Insurance Company, and (iv) all reasonable rules and regulations from time to time established by Landlord.

      2.2 RIGHT TO USE OUTSIDE AREAS : As an appurtenant right to Tenant’s right to the use and occupancy of the Leased Premises, Tenant shall have the right to use the Outside Areas in conjunction with its use of the Leased Premises solely for the purposes for which they were designed and intended and for no other purposes whatsoever. Tenant’s right to so use the Outside Areas shall be subject to the limitations on such use as set forth in Article 4 and shall terminate concurrently with any termination of this Lease.

      2.3 LEASE COMMENCEMENT DATE AND LEASE TERM : The term of this Lease shall begin, and the Lease Commencement Date shall be deemed to have occurred, on the Delivery Date (as set forth in Section 2.4) unless Landlord is unable to deliver the Leased Premises to Tenant on the Delivery Date, in which case the Lease Commencement Date shall be as determined pursuant to Section 2.4 below (the “ Lease Commencement Date ”). Promptly following the Lease Commencement Date, Landlord shall deliver to Tenant written confirmation thereof (“ Commencement Date Confirmation Notice ”) which Tenant shall countersign and return to Landlord within ten (10) days following Tenant’s receipt of same. In the event Landlord does not receive the Commencement Date Confirmation Notice countersigned by Tenant within such ten (10) day period, the date set forth in such notice shall be conclusively deemed the Lease Commencement Date for all purposes under this Lease. The term of the Lease shall end on the Lease Expiration Date (as set forth in Article 1), irrespective of whatever date the Lease Commencement Date is determined to be pursuant to the foregoing sentence. Subject to exercise of the Extension Option pursuant to Section 2.8 hereof, the Lease Term shall be that period of time commencing on the Lease Commencement Date and ending on the Lease Expiration Date (the “ Lease Term ”).

      2.4 DELIVERY OF THE LEASED PREMISES : Landlord shall deliver the Leased Premises to Tenant upon the Effective Date of this Lease (the “ Delivery Date ”). The Leased Premises shall be delivered to Tenant broom clean and otherwise in its presently existing condition. If Landlord is unable to so deliver the Leased Premises to Tenant in the agreed condition on or before the Delivery Date, for whatever reason, Landlord shall not be in default under this Lease, nor shall this Lease be void, voidable or cancelable by Tenant until the lapse of thirty (30) days after the Delivery Date (the “delivery grace period”); however, the Lease Commencement Date shall not be deemed to have occurred until the Landlord has delivered the Leased Premises to Tenant. Additionally, the delivery grace period above set forth shall be extended for such number of days as Landlord may be delayed in delivering the Leased Premises to Tenant by reason of Force Majeure or the actions of Tenant. If Landlord is unable to deliver the Leased Premises in the agreed condition to Tenant within the described delivery grace period (including any extensions thereof by reason of Force Majeure or the actions of Tenant), then Tenant’s sole remedy shall be to cancel and terminate this Lease within thirty (30) days following the delivery grace period by providing at least five (5) days prior written notice to Landlord, and in no event shall Landlord be liable in damages to Tenant for such delay. If Tenant does not deliver to Landlord five (5) days prior written notice to cancel and terminate this Lease within such thirty (30) day period following the delivery grace period, Tenant shall have no further right to cancel and terminate this Lease.

      2.5 ACCEPTANCE OF POSSESSION : Tenant acknowledges that it has inspected the Leased Premises and is willing to accept it in its existing broom-clean condition subject to the Leased Premises containing at least 2000 amps power (277-480b; 3-phase power) in the main electrical room, and subject to Landlord removing all paint, vehicles and other personal property prior to the Delivery Date. Tenant shall confirm to Landlord in writing prior to the Delivery Date that the Leased Premises contain at least 2000 amps power pursuant to this Section 2.5. Landlord agrees to place in good working order prior to the Delivery Date all existing plumbing, lighting, heating, ventilating and air conditioning systems related to the Building, all man doors and roll-up truck doors serving the Leased Premises, all building systems and site improvements, including fire sprinklers and elevators, all to the extent that such systems and/or items are not in good operating condition as of the Delivery Date. In addition, Landlord agrees that to the extent that such systems and/or items or the Leased Premises are not in compliance with the ADA (as defined in Section 5.1(C) below) on the Delivery Date, Landlord, at its sole cost and expense, shall be responsible for making all necessary modifications or alterations to the Leased Premise so that all such systems and/or items and the Leased Premises shall be in compliance with the ADA on the Delivery Date or within the delivery grace period.

      2.6 SURRENDER OF POSSESSION : Immediately prior to the expiration or upon the sooner termination of this Lease, Tenant shall remove all of Tenant’s signs from the exterior of the Building and shall remove all of Tenant’s equipment, trade fixtures, furniture, supplies, wall decorations and other personal property from the Leased Premises, and shall vacate and surrender the Leased Premises to Landlord in broom-clean condition. Notwithstanding the foregoing, Tenant shall have no obligation or liability to remove any and all Tenant Improvements (as defined in the Tenant Improvement Agreement attached hereto as Exhibit “D” ) or any and all Alterations (as defined in Section 6.1 below) which have been approved in writing by Landlord during the Term and which, at the time of giving its approval, Landlord does not designate in writing for removal. Tenant shall repair all damage to the Leased Premises caused by Tenant’s removal of Tenant’s property and all damage to the exterior of the Building caused by Tenant’s removal of Tenant’s signs. Tenant shall patch and refinish, to Landlord’s reasonable satisfaction, all penetrations made by Tenant or its employees to the floor, walls or ceiling of the Leased Premises, whether such penetrations were made with Landlord’s approval or not. Tenant shall clean, repair or replace all stained or damaged ceiling tiles, wall coverings and clean the floor coverings to the reasonable satisfaction of Landlord. Tenant shall replace all burned out light bulbs and damaged light lenses, and clean all painted walls. Tenant shall retain a mechanical contractor at Tenant’s expense to inspect all heating, ventilating, and air-conditioning equipment and such mechanical contractor shall deliver to Landlord a certificate certifying that all such equipment is in good working order and in good condition and repair, or else Tenant shall pay the cost for such mechanical contractor to service and restore (or replace as required) said equipment to good condition and repair and thereafter provide Landlord with written documentation thereof prior to the expiration or sooner termination of this Lease subject to Section 5.1A below.

          Tenant shall repair all damage caused by Tenant to the exterior surface of the Building and the paved surfaces of the outside areas adjoining the Leased Premises and, where necessary, replace or resurface same, to the extent such damage is beyond normal wear and tear as determined by Landlord in its reasonable discretion. Additionally, Tenant shall, prior to the expiration or sooner termination of this Lease, remove all Alterations constructed or installed by Tenant which Landlord, at the time of providing its consent to the construction or installation thereof, requests in writing be so removed by Tenant and Tenant shall repair all damage caused

5

by such removal; provided however, at such time as Landlord provides to Tenant its written approval of any Alterations or modifications of the Leased Premises pursuant to Section 6.1, Landlord will indicate to Tenant whether such Alterations will be required to be removed upon the expiration or sooner termination of this Lease. If the Leased Premises are not surrendered to Landlord in the condition required by this Article 2 at the expiration or sooner termination of this Lease, Landlord may, at Tenant’s expense, so remove Tenant’s signs, property and/or Alterations not so removed and make such repairs and replacements not so made or hire, at Tenant’s expense, independent contractors to perform such work. Tenant shall be liable to Landlord for all reasonable costs incurred by Landlord in returning the Leased Premises to the required condition, plus interest on all costs incurred from the date paid by Landlord at the then maximum rate of interest not prohibited by Law until paid, payable by Tenant to Landlord within ten (10) days after receipt of a statement therefore from Landlord. Tenant shall indemnify Landlord against loss or liability resulting from delay by Tenant in so surrendering the Leased Premises, including, without limitation, any claims made by any succeeding tenant or any losses to Landlord due to lost opportunities to lease to succeeding tenants. Landlord shall, beginning 100 days before expiration of this Lease, work with Tenant in good faith to develop a mutually agreeable list of Tenant’s surrender responsibilities.

           2.7 EARLY OCCUPANCY : If Tenant enters into (or permits its contractors to enter into) the Leased Premises prior to the date Landlord shall deliver the Leased Premises to Tenant in the agreed condition required by Section 2.4, unless otherwise agreed to in writing by Landlord, Tenant shall be obligated to perform all its obligations under this Lease from that sooner date (which date shall be deemed to be the Lease Commencement Date), excluding only the obligation to pay Base Monthly Rent and Additional Rent, if any.

           2.8 OPTION TO EXTEND : If (i) Tenant has not defaulted beyond any applicable cure period during the one (1) year period preceding the date that Tenant exercises its Extension Option (as defined below), and (ii) at the time Tenant exercises the Extension Option, Tenant is not in default with respect to any monetary obligation due under this Lease, and (iii) Tenant has not defaulted beyond the applicable cure period during the period beginning on the date that Tenant exercises its Extension Option and continuing until the day which precedes the commencement of the Extended Term, then Tenant shall have one (1) option (the “ Extension Option ”) to extend the initial Lease Term for an additional period of five (5) years (the “ Extended Term ”). To exercise Tenant’s option with respect to the Extended Term, Tenant shall give written notice to Landlord not more than nine (9) months and not less than six (6) months prior to the expiration of the initial Lease Term (“ Election Notice ”).

     A. If Tenant properly and timely exercises Tenant’s Extension Option pursuant to this Section 2.8, the Extended Term shall be upon all of the same terms, covenants and conditions of this Lease; provided, however, that the Base Monthly Rent applicable to the Leased Premises for the Extended Term shall be one hundred percent (100%) of the “Fair Market Rent” for space comparable to the Leased Premises as of the commencement of the Extended Term. “ Fair Market Rent ” shall mean the annual rental being charged for space comparable to the Leased Premises in buildings comparable to the Building located in the Cities of Fremont and Milpitas, California, taking into account location, condition, existing improvements to the space, any improvements to be made to the Leased Premises in connection with the Extended Term, and adjustments for leasing commissions and tenant improvement allowances. Tenant shall pay all leasing commissions and consulting fees payable in connection with such extension, unless such

leasing commissions or consulting fees arise solely out of a contractual relationship between Landlord and a broker or consultant.

     B. Within forty-five (45) days after the date of the Election Notice, Landlord and Tenant shall negotiate in good faith in an attempt to determine Fair Market Rent for the Extended Term. If within said forty-five (45) day period, Landlord and Tenant are unable to agree on the Fair Market Rent for the Extended Term, then the Fair Market Rent shall be determined as provided in Section 2.8(C) below.

     C. If it becomes necessary to determine the Fair Market Rent for the Leased Premises by appraisal, the real estate appraiser(s) indicated in this Section 2.8(C), shall be members of the American Institute of Real Estate Appraisers, shall have at least five (5) years experience appraising general office and industrial space located in the vicinity of the Premises and shall be appointed and shall act in accordance with the following procedures:

          (1) If the parties are unable to agree on the Fair Market Rent within the allowed time, either party may demand an appraisal by giving written notice to the other party, which demand, to be effective, must state the name, address and qualifications of an appraiser selected by the party demanding the appraisal (“ Notifying Party ”). Within ten (10) days following the Notifying Party’s appraisal demand, the other party (“ Non-Notifying Party ”) shall either approve the appraiser selected by the Notifying Party or select a second properly qualified appraiser by giving written notice of the name, address and qualification of said appraiser to the Notifying Party. If the Non-Notifying Party fails to select an appraiser within the ten (10) day period, the appraiser selected by the Notifying Party shall be deemed selected by both parties and no other appraiser shall be selected. If two (2) appraisers are selected, they shall select a third appropriately qualified appraiser within ten (10) days of selection of the second appraiser. If the two (2) appraisers fail to select a third qualified appraiser, the third appraiser shall be appointed by the then presiding judge of the county where the Leased Premises are located upon application by either party.

          (2) If only one (1) appraiser is selected, that appraiser shall notify the parties in simple letter form of its determination of the Fair Market Rent for the Premises within fifteen (15) days following his or her selection, which appraisal shall be conclusively determinative and binding on the parties as the appraised Fair Market Rent.

          (3) If multiple appraisers are selected, the appraisers shall meet not later than ten (10) days following the selection of the last appraiser. At such meeting, the appraisers shall attempt to determine the Fair Market Rent for the Premises as of the commencement date of the Extended Term by the agreement of at least two (2) of the appraisers.

          (4) If two (2) or more of the appraisers agree on the Fair Market Rent for the Leased Premises at the initial meeting, such agreement shall be determinative and binding upon the parties hereto and the agreeing appraisers shall forthwith notify both Landlord and Tenant of the amount set by such agreement. If multiple appraisers are selected and two (2) appraisers are unable to agree on the Fair Market Rent for the Leased Premises, each appraiser shall submit to Landlord and Tenant his or her respective independent appraisal of the Fair Market Rent for the Leased Premises, in simple letter form, within fifteen (15) days following appointment of the final appraiser. The parties shall then determine the Fair Market Rent for the Leased Premises by averaging the appraisals; provided that any high or low appraisal, differing from the middle

7

appraisal by more than ten percent (10%) of the middle appraisal, shall be disregarded in calculating the average.

          (5) If only one (1) appraiser is selected, then each party shall pay one-half (1/2) of the fees and expenses of that appraiser. If three (3) appraisers are selected, each party shall bear the fees and expenses of the appraiser it selects and one-half (1/2) of the fees and expenses of the third appraiser.

     D. The Extension Option shall be personal to Asyst Technologies, Inc., a California corporation, or a Tenant Affiliate or Tenant Successor (as defined in Section 7.10), and shall terminate upon any assignment of this Lease or any sublease of the Leased Premises.

     E. Immediately after the Fair Market Rent has been determined, the parties shall enter into an amendment to this Lease setting forth the Base Monthly Rent for the Extended Term and the new expiration date of the Lease Term. All other terms and conditions of the Lease shall remain in full force and effect and shall apply during the Extended Term, except that: (i) there shall be no further option to extend the Lease Term beyond a date five (5) years after the expiration of the initial Lease Term, (ii) there shall be no rent concessions, and (iii) there shall be no construction allowance, tenant improvement allowance or similar provisions.

ARTICLE 3

      3.1 BASE MONTHLY RENT : Commencing on the Lease Commencement Date (as determined pursuant to Section 2.3 above) and continuing throughout the Lease Term, Tenant shall pay to Landlord, without prior demand therefore or offset, in advance on the first day of each calendar month, as base monthly rent, the amount set forth as “Base Monthly Rent” in Article 1 (the “ Base Monthly Rent ”).

      3.2 ADDITIONAL RENT : Subject to the provisions of Section 5.2 below, commencing on the first day of the seventh (7th) month following the Lease Commencement Date (as determined pursuant to Section 2.3 above) and continuing throughout the Lease Term, in addition to the Base Monthly Rent, Tenant shall pay to Landlord without offset as additional rent (the “ Additional Rent ”) the following amounts:

     A. An amount equal to all Property Operating Expenses (as defined in Article 13) incurred by Landlord (calculated as if Rent had been paid from and after the Delivery Date at the rate applicable when Tenant first pays rent hereunder not counting any free rent period); provided however, in no event shall the Property Maintenance Costs increase by more than four percent (4%) in any calendar year (the “ Maintenance Costs Cap ”), which shall be cumulative and compounding. Payment shall be made by whichever of the following methods (or combination of methods) is (are) from time to time designated by Landlord:

          (1) Landlord may bill to Tenant, on a periodic basis not more frequently than monthly, the amount of such expenses (or group of expenses) as paid or incurred by Landlord, and Tenant shall pay to Landlord the amount of such expenses within thirty (30) days after receipt of a written bill therefore from Landlord; and/or

          (2) Landlord may deliver to Tenant Landlord’s reasonable estimate of any given expense (such as Landlord’s Insurance Costs or Real Property Taxes), or group of expenses, which it anticipates will be paid or incurred for the ensuing calendar or fiscal year, as Landlord may determine, and Tenant shall pay to Landlord an amount equal to the estimated amount of such expenses for such year in equal monthly installments during such year with the installments of Base Monthly Rent.

     B. Landlord’s share of the consideration received by Tenant upon certain assignments and sublettings as required by Article 7;

     C. Any legal fees and costs that Tenant is obligated to pay or reimburse to Landlord pursuant to Article 13; and

     D. Any other charges or reimbursements due Landlord from Tenant pursuant to the terms of this Lease other than late charges and interest on defaulted rent.

      3.3 YEAR-END ADJUSTMENTS AND REVIEW RIGHTS : If Landlord shall have elected to bill Tenant for the Property Operating Expenses (or any group of such expenses) on an estimated basis in accordance with the provisions of Section 3.2(A)(2) above, Landlord shall furnish to Tenant within three (3) months following the end of the applicable calendar or fiscal year, as the case may be, a statement setting forth (i) the amount of such expenses paid or incurred during the just ended calendar or fiscal year, as appropriate, and (ii) the amount that Tenant has paid to Landlord for credit against such expenses for such period. If Tenant shall have paid more than its obligation for such expenses for the stated period, Landlord shall, at its election, either (i) credit the amount of such overpayment toward the next ensuing payment or payments of Additional Rent that would otherwise be due or (ii) refund in cash to Tenant the amount of such overpayment within thirty (30) days following Landlord’s delivery of such year-end statement. If such year-end statement shall show that Tenant did not pay its obligation for such expenses in full, then Tenant shall pay to Landlord the amount of such underpayment within thirty (30) days from Landlord’s billing of same to Tenant. The provisions of this Article 3 shall survive the expiration or sooner termination of this Lease.

     Landlord agrees to maintain accurate books and records of the Property Operating Expenses for each calendar or fiscal year or partial year throughout the Term and for a period of two (2) years thereafter. Tenant shall have sixty (60) days after receipt of any statement for Property Operating Expenses within which to raise any questions or objections to the items or calculations contained in such statement, which questions or objections must be delivered to Landlord in writing and, as to any objections, must set out with particularity the nature of such objections. If Tenant requests, within such sixty (60) days following receipt of a statement, to review Landlord’s records (limited to such records relevant to the information in the statement), Landlord shall permit Tenant (through a reputable and duly licensed certified public accounting firm reasonably approved by Landlord) to review such records in the offices of Landlord or Landlord’s property manager, during normal business hours, within thirty (30) days after such request. Tenant shall provide Landlord with a written report of the findings of Tenant’s review within thirty (30) days after such review. If, following Tenant’s review, Tenant continues to dispute any items or any calculations contained in any statement, Tenant shall continue to pay all amounts due hereunder, without any deduction or offset whatsoever, but nothing in this Lease shall prohibit or impair Tenant’s right to bring suit against Landlord to resolve any of Tenant’s claims against Landlord arising out of such a dispute.

      3.4 LATE CHARGE AND INTEREST ON RENT IN DEFAULT : Tenant acknowledges that the late payment by Tenant of any monthly installment of Base Monthly Rent or any Additional Rent will cause Landlord to incur certain costs and expenses not contemplated under this Lease, the exact amounts of which are extremely difficult or impractical to fix. Such costs and expenses will include, without limitation, administration and collection costs and processing and accounting expenses. Therefore, if any installment of Base Monthly Rent is not received by Landlord from Tenant within six (6) calendar days after the same becomes due, Tenant shall immediately pay to Landlord a late charge in an amount equal to the amount set forth in Article 1 as the “ Late Charge Amount ”, and if any Additional Rent is not received by Landlord within six (6) calendar days after same becomes due, Tenant shall immediately pay to Landlord a late charge in an amount equal to five percent (5%) of the Additional Rent not so paid. Landlord and Tenant agree that this late charge represents a reasonable estimate of such costs and expenses and is fair compensation to Landlord for the anticipated loss Landlord would suffer by reason of Tenant’s failure to make timely payment. Notwithstanding the foregoing, not more than one (1) time in any twelve (12) month period, Landlord shall provide Tenant a three (3) day written notice to pay any late payment of Base Monthly Rent or Additional Rent before any late charge shall accrue therefor. In no event shall this provision for a late charge be deemed to grant to Tenant a grace period or extension of time within which to pay any rental installment or prevent Landlord from exercising any right or remedy available to Landlord upon Tenant’s failure to pay each rental installment due under this Lease when due, including the right to terminate this Lease. If any rent remains delinquent for a period in excess of five (5) calendar days, then, in addition to such late charge, Tenant shall pay to Landlord interest on any rent that is not so paid from said fifth (5 ^th ) day at the then maximum rate of interest not prohibited or made usurious by Law until paid.

      3.5 PAYMENT OF RENT : All rent shall be paid in lawful money of the United States, without any abatement, reduction or offset for any reason whatsoever, to Landlord at such address as Landlord may designate from time to time. Tenant’s obligation to pay Base Monthly Rent and all Additional Rent shall be appropriately prorated at the commencement and expiration of the Lease Term. The failure by Tenant to pay any Additional Rent as required pursuant to this Lease when due shall be treated the same as a failure by Tenant to pay Base Monthly Rent when due, and Landlord shall have the same rights and remedies against Tenant as Landlord would have if Tenant failed to pay the Base Monthly Rent when due.

      3.6 PREPAID RENT : Concurrent with the execution of this Lease, Tenant shall pay to Landlord the amount set forth in Article 1 as “ First Month’s Prepaid Rent ” as prepayment of rent for credit against the first installment of Base Monthly Rent due hereunder.

      3.7 SECURITY DEPOSIT : Tenant shall deposit with Landlord upon the execution of this Lease by Landlord and Tenant, an irrevocable standby letter of credit (the “ Letter of Credit ”) in the amount set forth in the Basic Lease Information as the “ Security Deposit ” under this Lease. If Tenant has not defaulted beyond any applicable cure period during the one (1) year period preceding the first day of the fifteenth (15th) month following the Lease Commencement Date, then commencing on the first day of the fifteenth (15th) month following the Lease Commencement Date, the Security Deposit shall be reduced to Five Hundred Thousand Dollars ($500,000). The Security Deposit shall be held by Landlord as security for the performance by Tenant of all its obligations under this Lease. If Tenant fails to pay any Rent due hereunder, or

otherwise commits a default with respect to any provision of this Lease, Landlord may use, apply or retain all or any portion of the Security Deposit for the payment of any such Rent or for the payment of any other amounts expended or incurred by Landlord by reason of Tenant’s default, or to compensate Landlord for any loss or damage which Landlord may incur thereby (and in this regard Tenant hereby waives the provisions of California Civil Code Section 1950.7 and any similar or successor statute providing that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused by Tenant, or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant). Exercise by Landlord of its rights hereunder shall not constitute a waiver of, or relieve Tenant from any liability for, any default. If any portion of the Letter of Credit posted as the Security Deposit is drawn upon by Landlord for such purposes, Tenant shall, within ten (10) days after written demand therefore, deposit a replacement Letter of Credit with Landlord in the amount of the original Letter of Credit and within ten (10) days after Landlord’s receipt of such replacement Letter of Credit, Landlord shall return the previous Letter of Credit to Tenant to the extent the same has not been drawn upon. If Tenant performs all of Tenant’s obligations hereunder, the Letter of Credit shall be returned to Tenant (or, at Landlord’s option, to the last assignee, if any, of Tenant’s interest under this Lease) within thirty (30) days after the later of (i) the date of expiration or earlier termination of this Lease, or (ii) vacation of the Premises by Tenant if the Premises has been left in the condition specified by this Lease. Upon termination of the original Landlord’s (or any successor owner’s) interest in the Premises, the original Landlord (or such successor) shall be released from further liability with respect to the Security Deposit upon the original Landlord’s (or such successor’s) delivery of the Letter of Credit to the successor landlord and compliance with California Civil Code Section 1950.7(d), or successor statute.

     A. The Letter of Credit deposited as a Security Deposit shall be issued by a money-center bank (a bank which accepts deposits, which maintains accounts, which has a local Bay Area office that will negotiate a letter of credit and whose deposits are insured by the FDIC) whose financial strength shall be sufficient to meet liquidity demands with respect to issued letters of credit and which is otherwise reasonably acceptable to Landlord. The Letter of Credit shall be issued for a term of at least twelve (12) months and shall be in a form and with such content reasonably acceptable to Landlord. The Letter of Credit shall specify that the issuer thereof shall notify the beneficiary of the Letter of Credit in writing at least sixty (60) days in advance of the expiration date of such Letter of Credit if the Letter of Credit shall not be renewed as of such expiration date. Tenant shall either replace the expiring Letter of Credit with another Letter of Credit in an amount equal to the original Letter of Credit or renew the expiring Letter of Credit, in any event no later than thirty (30) days prior to the expiration of the term of the Letter of Credit then in effect. If Tenant fails to deposit a replacement Letter of Credit or renew the expiring Letter of Credit, Landlord shall have the right immediately to draw upon the expiring Letter of Credit for the full amount thereof and hold the funds drawn as the Security Deposit. Any Letter of Credit deposited with Landlord during the final lease year of the Term must have an expiry date no earlier than the date which is thirty (30) days after the Lease Expiration Date. If, at any time during the Lease Term, Landlord notifies Tenant in writing that the bank which issued the Letter of Credit has become financially unacceptable (e.g., the bank is under investigation by governmental authorities, the bank no longer has the financial strength equivalent to the current financial strength of Comerica or has filed bankruptcy or reorganization

proceedings), then Tenant shall have thirty (30) days to provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof. If Tenant does not so provide Landlord with a substitute Letter of Credit within such time period, then Landlord shall have the right to draw upon the current Letter of Credit and hold the funds drawn as the Security Deposit. The premium or purchase price of, or any other bank fees (including transfer or assignment fees) associated with, such Letter of Credit shall be paid by Tenant. The Letter of Credit shall be transferable (and must permit multiple transfers), irrevocable and unconditional, so that Landlord, or its successor(s) in interest, may at any time draw on the Letter of Credit against sight drafts presented by Landlord, accompanied by Landlord’s statement, made under penalty of perjury, that said drawing is in accordance with the terms and conditions of this Lease; no other document or certification from Landlord shall be required to negotiate the Letter of Credit and the Landlord may draw on any portion of the then uncalled upon amount thereof without regard to and without the issuing bank inquiring as to the right or lack of right of the holder of said Letter of Credit to effect such draws or the existence or lack of existence of any defenses by Tenant with respect thereto. The Letter of Credit shall not be mortgaged, assigned or encumbered in any manner whatsoever by Tenant without the prior written consent of Landlord. The use, application or retention of the Letter of Credit, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law, it being intended that Landlord shall not first be required to proceed against the Letter of Credit, and such use, application or retention shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled.

     B. Tenant acknowledges and agrees that the Letter of Credit constitutes a separate and independent contract between Landlord and the issuing bank, that Tenant is not a third party beneficiary of such contract, and that Landlord’s claim under the Letter of Credit for the full amount due and owing thereunder shall not be, in any way, restricted, limited, altered or impaired by virtue of any provision of the Bankruptcy Code, including, but not limited to, Section 502(b)(6) of the Bankruptcy Code.

     C. The Letter of Credit shall be transferable to any of the following parties: (i) any secured or unsecured lender of Landlord, (ii) any assignee, successor, transferee or other purchaser of all or any portion of the Building, or any interest in the Building, (iii) any partner, shareholder, member or other direct or indirect beneficial owner in Landlord (to the extent of their interest in the Lease). Further, in the event of any sale, assignment or transfer by the Landlord of its interest in the Premises or the Lease, Landlord shall have the right to assign or transfer the Letter of Credit to its grantee, assignee or transferee; and in the event of any sale, assignment or transfer, the landlord so assigning or transferring the Letter of Credit shall have no liability to Tenant for the return of the Letter of Credit, and Tenant shall look solely to such grantee, assignee or transferee for such return, so long as such grantee, assignee or transferee assumes in writing all of Landlord’s obligations with respect to the Letter of Credit. The terms of the Letter of Credit shall permit multiple transfers of the Letter of Credit. Tenant shall use its best efforts to cooperate with Landlord and the bank to effect the transfer(s) of the Letter of Credit and Tenant shall be responsible for all costs of the bank associated therewith.

ARTICLE 4
USE OF LEASED PREMISES AND OUTSIDE AREA

      4.1 PERMITTED USE : Tenant shall be entitled to use the Leased Premises solely for the “ Permitted Use ” as set forth in Article 1 and for no other purpose whatsoever. Tenant shall

have the right to use the Outside Areas in conjunction with its Permitted Use of the Leased Premises solely for the purposes for which they were designed and intended and for no other purpose whatsoever.

      4.2 GENERAL LIMITATIONS ON USE : Tenant shall not do or permit anything to be done in or about the Leased Premises, the Building, the Outside Areas or the Property which does or could (i) jeopardize the structural integrity of the Building or (ii) cause damage to any part of the Leased Premises, the Building, the Outside Areas or the Property. Tenant shall not operate any equipment within the Leased Premises which does or could (i) injure, vibrate or shake the Leased Premises or the Building, (ii) damage, overload, corrode, or impair the efficient operation of any electrical, plumbing, sewer, heating, ventilating or air conditioning systems within or servicing the Leased Premises or the Building, or (iii) damage or impair the efficient operation of the sprinkler system (if any) within or servicing the Leased Premises or the Building. Tenant shall not install any equipment or antennas on or make any penetrations of the exterior walls or roof of the Building. Tenant shall not affix any equipment to or make any penetrations or cuts in the floor or ceiling of the Leased Premises, except for bolts, tie-downs or similar attachment devices so long as the use thereof does not affect the structural components or integrity of the Building, including without limitation, the structural elements and integrity of the floors and foundation of the Building. Tenant shall not place any loads upon the floors, walls, ceiling or roof systems which could endanger the structural integrity of the Building or damage its floors, foundations or supporting structural components. Tenant shall not place any explosive, flammable or harmful fluids or other waste materials including Hazardous Materials in the drainage systems of the Leased Premises, the Building, the Outside Areas or the Property. Tenant shall not drain or discharge any fluids in the landscaped areas or across the paved areas of the Property. Tenant shall not commit nor permit to be committed any waste in or about the Leased Premises, the Building, the Outside Areas or the Property. Notwithstanding anything to the contrary contained herein, Tenant shall at all times comply, at its sole cost and expense, with the terms and conditions of the Private Restrictions relating to the use and occupancy of the Leased Premises, the Building, Outside Areas and the Property.

      4.3 NOISE AND EMISSIONS : All noise generated by Tenant in its use of the Leased Premises shall be confined or muffled so that it does not interfere with the businesses of or annoy the occupants and/or users of adjacent properties. All dust, fumes, odors and other emissions generated by Tenant’s use of the Leased Premises shall be sufficiently dissipated in accordance with sound environmental practices and exhausted from the Leased Premises in such a manner so as not to interfere with the businesses of or annoy the occupants and/or users of adjacent properties, or cause any damage to the Leased Premises, the Building, the Outside Areas or the Property or any component part thereof or the property of adjacent property owners.

      4.4 TRASH DISPOSAL : Tenant shall provide trash bins (or other adequate garbage disposal facilities) within the trash enclosure areas provided or permitted by Landlord outside the Leased Premises sufficient for the interim disposal of all of its trash, garbage and waste. All such trash, garbage and waste temporarily stored in such areas shall be stored in such a manner so that it is not visible from outside of such areas, and Tenant shall cause such trash, garbage and waste to be regularly removed from the Property at Tenant’s sole cost. Tenant shall at all times keep the Leased Premises, the Building, the Outside Areas and the Property in a clean, safe and neat condition free and clear of all trash, garbage, waste and/or boxes, pallets and containers containing same at all times.

      4.5 PARKING : Tenant, its employees and invitees shall have the right at all times to use the 331 parking spaces available for use by Tenant in the Outside Areas. Tenant may designate up to 10 spaces for use exclusively by Tenant or Tenant’s visitors, which parking spaces shall be located in the closest proximity to the main entrance to the Leased Premises (the “Visitor Spaces”). Tenant shall not, at any time, park or permit to be parked any recreational vehicles, inoperative vehicles or equipment in the Outside Areas or on any portion of the Property. Tenant agrees to assume responsibility for compliance by its employees and invitees with the parking provisions contained herein.

      4.6 SIGNS : Other than monument, building signs and business identification signs which are first approved by Landlord in writing, which approval shall not be unreasonably withheld, Tenant shall have the exclusive right to place or install on or within any portion of the Leased Premises, the exterior of the Building, the Outside Areas or the Property any sign, advertisement, banner, placard, or picture which may be visible from the exterior of the Leased Premises. All required governmental approvals shall be obtained by Tenant (at it’s sole cost and expense) in connection with any monument or sign placed or installed on the Property. Landlord hereby agrees to reasonably cooperate with Tenant in securing any such required governmental approvals; provided however, Landlord shall not be required to pay any amount in connection with obtaining such approvals. Any monument or sign installed by Tenant must at all times comply with all Laws and the Private Restrictions and other reasonable requirements of Landlord. Tenant shall remove all of Tenant’s monuments and signs, repair any damage caused thereby, and restore the surface upon which the monument or sign was affixed to its original condition, all to Landlord’s reasonable satisfaction, upon the termination of this Lease. Tenant shall have a right to place or install signs next to the Visitor Spaces indicating that such Visitor Spaces are designated for Tenant’s visitor parking. Such signs shall comply with each of the provisions of this Section 4.6.

      4.7 COMPLIANCE WITH LAWS AND PRIVATE RESTRICTIONS : Tenant shall abide by and shall promptly observe and comply with, at its sole cost and expense, all Laws and Private Restrictions respecting the use and occupancy of the Leased Premises, the Building, the Outside Areas or the Property including, without limitation, all Laws governing the use and/or disposal of hazardous materials, and shall defend with competent counsel, indemnify and hold Landlord harmless from any claims, damages or liability resulting from Tenant’s failure to do so. The indemnity provision of this Article 4 shall survive the expiration or sooner termination of this Lease, with respect to any activities of Tenant occurring on or about the Property from and after the Delivery Date.

      4.8 COMPLIANCE WITH INSURANCE REQUIREMENTS : With respect to any insurance policies required or permitted to be carried by Landlord in accordance with the provisions of this Lease, Tenant shall not conduct (or permit any other person to conduct) any activities nor keep, store or use (or allow any other person to keep, store or use) any item or thing within the Leased Premises, the Building, the Outside Areas or the Property which (i) is prohibited under the terms of any of such policies, (ii) could result in the termination of the coverage afforded under any of such policies, (iii) could give to the insurance carrier the right to cancel any of such policies, or (iv) could cause an increase in the rates (over standard rates) charged for the coverage afforded under any of such policies. Tenant shall comply with all requirements of any insurance company, insurance underwriter, or Board of Fire Underwriters

which are necessary to maintain, at standard rates, the insurance coverages carried by either Landlord or Tenant pursuant to this Lease.

      4.9 LANDLORD’S RIGHT TO ENTER : Landlord and its agents shall have the right to enter the Leased Premises during normal business hours after giving Tenant reasonable notice and subject to Tenant’s reasonable security measures for the purpose of (i) inspecting the same; (ii) showing the Leased Premises to prospective purchasers, mortgagees or tenants; (iii) making necessary alterations, additions or repairs; and (iv) performing any of Tenant’s obligations when Tenant has failed to do so. Landlord shall have the right to enter the Leased Premises during normal business hours (or as otherwise agreed), subject to Tenant’s reasonable security measures, for purposes of supplying any maintenance or services agreed to be supplied by Landlord. Landlord shall have the right to enter the Outside Areas during normal business hours for purposes of (i) inspecting the exterior of the Building and the Outside Areas, (ii) posting notices of non-responsibility, (iii) supplying any services to be provided by Landlord, and (iv) provided Tenant (or any Tenant Affiliate or Tenant Successor) has not exercised the Extension Option, placing “For Lease” signs in the Outside Areas designated on the attached Schedule 1 within the last six (6) months of the Term. Any entry into the Leased Premises or the Outside Areas obtained by Landlord in accordance with this Article 4 shall not under any circumstances be construed or deemed to be a forcible or unlawful entry into, or a detainer of, the Leased Premises, or an eviction, actual or constructive of Tenant from the Leased Premises or any portion thereof.

      4.10 Intentionally Deleted.

      4.11 RULES AND REGULATIONS : Landlord shall have the right from time to time to establish reasonable rules and regulations and/or amendments or additions thereto resulting from the use of the Leased Premises and the Outside Areas for the care and orderly management of the Property. Upon delivery to Tenant of a copy of such rules and regulations or any amendments or additions thereto, Tenant shall comply with such rules and regulations. A violation by Tenant of any of such rules and regulations shall constitute a default by Tenant under this Lease. If there is a conflict between the rules and regulations and any of the provisions of this Lease, the provisions of this Lease shall prevail. Landlord shall not be responsible or liable to Tenant for the violation of such rules and regulations by any other tenant of the Property.

      4.12 ENVIRONMENTAL PROTECTION : Landlord may voluntarily cooperate in a reasonable manner with the efforts of all governmental agencies in reducing actual or potential environmental damage. Tenant shall not be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of such compliance or cooperation. Tenant agrees at all times to cooperate fully with Landlord and to abide by all rules and regulations and requirements which Landlord may reasonably prescribe in order to comply with the requirements and recommendations of governmental agencies regulating, or otherwise involved in, the protection of the environment.

      4.13 OUTSIDE AREAS : Tenant, in its use of the Outside Areas, shall at all times keep the Outside Areas in a safe condition free and clear of all debris and trash (except within existing enclosed trash areas). If unauthorized persons are using any of the Outside Areas by reason of, or under claim of, the express or implied authority or consent of Tenant, then Tenant, upon demand of Landlord, shall restrain, to the fullest extent then allowed by Law, such unauthorized use (including, without limitation any unauthorized use pursuant to the terms of the Private Restrictions), and shall initiate such appropriate proceedings as may be required to so restrain

such use. No tanks or fuel containers whether above or below ground level, or inoperable vehicles shall be stored upon or permitted to remain outside the Leased Premises except as approved by the applicable governmental authority and in fully fenced and screened areas outside the Building which have been designed for such purpose and have been approved in writing by Landlord for such use by Tenant. Without limiting the foregoing, Tenant’s use of the Outside Areas shall at all times comply with the Private Restrictions relating to the use and occupancy of such Outside Areas.

      4.14 HAZARDOUS MATERIALS : Landlord and Tenant agree as follows with respect to the existence or use of Hazardous Materials on the Property:

     A. Any handling, transportation, storage, treatment, disposal or use of Hazardous Materials by Tenant, Tenant’s agents, or any other party after the Effective Date of this Lease in or about the Property shall strictly comply with all applicable Hazardous Materials Laws. Tenant shall indemnify, defend upon demand with counsel reasonably acceptable to Landlord, and hold harmless Landlord from and against any and all liabilities, losses, claims, damages, lost profits, consequential damages, interest, penalties, fines, court costs, remediation costs, investigation costs, and other expenses which result from or arise in any manner whatsoever out of the use, storage, treatment, transportation, release, or disposal of Hazardous Materials on or about the Property by Tenant, Tenant’s agents, permitees, or invitees after the Effective Date. Tenant shall not be responsible for any Hazardous Materials handling, transportation, storage, treatment, disposal or use on or about the Property prior to the Effective Date.

     B. If the presence of Hazardous Materials on the Property caused or permitted by Tenant, Tenant’s agents, permitees, or invitees after the Effective Date of this Lease results in contamination or deterioration of water or soil on any other part of the Property, then Tenant shall promptly take any and all action necessary to investigate and remediate such contamination. Tenant shall further be solely responsible for, and shall defend, indemnify and hold Landlord and its agents harmless from and against, all claims, costs and liabilities, including attorney’s fees and costs, arising out of or in connection with any investigation and remediation (including investigative analysis, removal, cleanup, and/or restoration work) resulting from the presence of Hazardous Materials on the Property caused or permitted by Tenant, Tenant’s agents, permitees, invitees or assigns, which may be required hereunder to return the Leased Premises, Building, Outside Areas, and/or Property and any other property of whatever nature to their condition existing prior to the appearance of such Hazardous Materials.

     C. Landlord and Tenant shall each give written notice to the other as soon as reasonably practicable of (i) any communication received from any governmental authority concerning Hazardous Materials which relates to the Property, and (ii) any contamination of the Property by Hazardous Materials which constitutes a violation of any Hazardous Materials Law. Tenant acknowledges that Landlord, as the owner of the Property, at Landlord’s election, shall have the sole right at Tenant’s expense to negotiate, defend, approve, and/or appeal any action taken or order issued with regard to Hazardous Materials by any applicable governmental authority. Tenant may use small quantities of household chemicals such as adhesives, lubricants, and cleaning fluids in order to conduct its business at the Leased Premises and such other Hazardous Materials as are necessary to the operation of Tenant’s business of which Landlord receives notice prior to such Hazardous Materials being brought onto the Property (or any portion thereof) and which Landlord consents in writing may be brought onto the Property. Landlord’s consent shall in no way relieve Tenant from any of its obligations as contained herein; provided,

however, that if Landlord shall consent in writing to Tenant bringing certain Hazardous Materials onto the Property, Tenant shall not subsequently be required to obtain Landlord’s written consent to bring the same Hazardous Materials on the Property unless there is a material change in any matter relating to such Hazardous Materials, including, without limitation, a material change in the quantity thereof or a material change in the use thereof, from the time that Landlord granted its initial approval thereof. Tenant shall notify Landlord in writing at least ten (10) days prior to the first appearance of any Hazardous Material on the Leased Premises, Building, Outside Areas, and/or Property. Tenant shall provide Landlord with a list of all Hazardous Materials and the quantities of each Hazardous Material to be stored on any portion of the Property, and upon Landlord’s request Tenant shall provide Landlord with copies of any and all Hazardous Materials Management Plans, Material Safety Data Sheets, Hazardous Waste Manifests, and other documentation maintained or received by Tenant pertaining to the Hazardous Materials used, stored, or transported or to be used, stored, or transported on any portion of the Property. At any time during the Lease Term, Tenant shall, within five (5) days after written request therefor received from Landlord, disclose in writing all Hazardous Materials that are being used by Tenant on the Property (or have been used on the Property), the nature of such use, and the manner of storage and disposal.

     D. Landlord may cause testing wells to be installed on the Property, and may cause the ground water to be tested to detect the presence of Hazardous Material by the use of such tests as are then customarily used for such purposes. If Tenant so requests, Landlord shall supply Tenant with copies of such test results. The cost of such tests and of the installation, maintenance, repair and replacement of such wells shall be paid by Tenant if such tests disclose the existence of facts which give rise to liability of Tenant pursuant to its indemnity given in A and or B above. Landlord may retain consultants to inspect the Property, conduct periodic environmental audits, and review any information provided by Tenant. Tenant shall pay the reasonable cost of fees charged by Landlord and/or Landlord’s consultants as a Property Maintenance Cost.

     E. Upon the expiration or earlier termination of the Lease, Tenant, at its sole cost, shall remove all Hazardous Materials from the Property caused or permitted by Tenant, its invitees, agents or assigns and shall provide to Landlord from a registered environmental consultant selected by Tenant and reasonably acceptable to Landlord (or if Tenant shall not select a registered environmental consultant, an environmental consultant chosen by Landlord, whose fees shall be paid directly by Tenant) the request for closure that will be provided to the local governmental agency, which request will indicate the closure plan, the test results, and the conclusion that the test results indicate that the site is ready to be closed as to Tenant’s use of hazardous materials on site. Tenant will also provide to Landlord a site closure letter or site approval letter from the fire department or any other applicable governmental authority indicating that the property has been inspected and based on the request for closure and the data and representations attached thereto, that the site may be closed. Landlord may retain, at Landlord’s sole cost, its own environmental consultant to oversee Tenant’s request for closure and the closure letter procedures described above, which environmental consultant shall reasonably approve Tenant’s closure of the site for such closure to be deemed acceptable pursuant to this Section 4.14(E). If Tenant fails to so surrender the Property upon the expiration or earlier termination of this Lease, Tenant shall indemnify and hold Landlord harmless from all damages resulting from Tenant’s failure to surrender the Property as required hereby, including, without limitation, any claims or damages in connection with the condition of the Property including, without limitation, damages occasioned by the inability to release the Property (or any portion

thereof) or a reduction in the fair market and/or rental value of the Property, Building, Outside Areas, and/or Property by reason of the existence of any Hazardous Materials in or around the Leased Premises, Building, Outside Areas, and/or Property.

     F. As used herein, the term “ Hazardous Materials(s) ” means any hazardous or toxic substance, material or waste, which is or becomes regulated by any federal, state, regional or local governmental authority because it is in any way hazardous, toxic, carcinogenic, mutagenic or otherwise adversely affects any part of the environment or creates risks of any such hazards or effects, including, but not limited to, petroleum; asbestos, and polychlorinated bipheyls and any material, substance, or waste (a) defined as a “hazardous waste,” “extremely hazardous waste” or “restricted hazardous waste” under Sections 25115, 25117 or 25122.7, or listed pursuant to Section 25140 of the California Health and Safety Code, Division 20, Chapter 6.5 (Hazardous Waste Control Law); (b) defined as a “hazardous substance” under Section 25316 of the California Health and Safety Code, Division 20, Chapter 6.8 (Carpenter-Presley Tanner Hazardous Substance Account Act); (c) defined as a “hazardous material,” “hazardous substance” or “hazardous waste” under Section 25501 of the California Health and Safety Code, Division 20, Chapter 6.95 (Hazardous Materials Release Response Plans and Inventory); (d) defined as a “hazardous substance” under Section 25281 of the California Health and Safety Code, Division 20, Chapter 6.7 (Underground Storage of Hazardous Substances); (e) defined as a “hazardous substance” pursuant to Section 311 of the Clean Water Act, 33 United States Code Sections 1251 et seq. (33 U.S.C. 1321) or listed pursuant to Section 307 of the Clean Water Act (33 U.S.C. 1317); (f) defined as a “hazardous waste” pursuant to Section 1004 of the Resource Conservation and Recovery Act, 42 United States Code Sections 6901 et seq . (42 U.S.C. 6903); or (g) defined as a “hazardous substance” pursuant to Section 101 of the Comprehensive Environmental Response, Compensation, and Liability Act, 42 United States Code Section 9601 et seq . (42 U.S.C. 9601) or (h) defined as a “hazardous substance” pursuant to Section 311 of the Federal Water Pollution Control Act, 33 U.S.C. 1251 et seq. or (i) listed pursuant to Section 307 of the Federal Water Pollution Control Act (33 U.S.C. 1317 ) or ( j ) regulated under the Toxic Substances Control Act (15 U.S.C. 2601 et seq .) or (k) defined as a “hazardous material “under Section 66680 or 66084 of Title 22 of the California Code of Regulations (Administrative Code) (l) listed in the United States Department of Transportation Hazardous Materials Table (49 C. F.R. 172.101) or (m) listed by the Environmental Protection Agency as “hazardous substances” ( 4 0 C.F.R. Part 302 ) and amendments thereto . The term “ Hazardous Material Laws ” shall mean (i) all of the foregoing laws as amended from time to time and (ii) any other federal, state, or local law, ordinance, regulation, or order regulating Hazardous Materials.

     G. Tenant’s failure to comply with any of the requirements of this Article 4 regarding the storage, use, disposal, or transportation of Hazardous Materials, or the appearance of any Hazardous Materials on the Leased Premises, Building, Common Area, Outside Area, and/or the Property without Landlord’s consent shall be an Event of Default as defined in this Lease. The obligations of Landlord and Tenant under this Article 4 shall survive the expiration or earlier termination of the Lease Term. The rights and obligations of Landlord and Tenant with respect to issues relating to Hazardous Materials are exclusively established by this Article 4. In the event of any inconsistency between any other part of this Lease and this Article 4, the terms of this article shall control.

ARTICLE 5

      5.1 REPAIR AND MAINTENANCE : Except in the case of damage to or destruction of the Leased Premises, the Building, the Outside Areas or the Property caused by an act of God or other peril, in which case the provisions of Article 10 shall control, the parties shall have the following obligations and responsibilities with respect to the repair and maintenance of the Leased Premises, the Building and the Outside Areas.

     A.  Tenant’s Obligation : Tenant shall, at all times during the Lease Term and at its sole cost and expense, regularly clean and continuously keep and maintain in good order, condition and repair the Leased Premises and every part thereof including, without limiting the generality of the foregoing, (i) the roof membrane, all interior walls, floors and ceilings, (ii) all windows, doors and skylights, (iii) all electrical wiring, conduits and connectors (except those electrical wiring, conduits and connectors existing as of the Delivery Date which shall be a Landlord obligation pursuant to Section 5.1(B) below), (iv) all fixtures, (v) all plumbing, pipes, sinks, toilets, faucets and drains, (vi) all lighting fixtures, bulbs and lamps, (vii) all heating, ventilating and air conditioning equipment, and (viii) all entranceways to the Leased Premises. Tenant shall hire, at Tenant’s sole cost and expense, a licensed heating, ventilating and air conditioning contractor to regularly and periodically (not less frequently than every three months) inspect and perform required maintenance on the heating, ventilating and air conditioning equipment and systems serving the Leased Premises. The HVAC contractor engaged for such purpose shall be reasonably approved by Landlord. Tenant shall provide Landlord with copies of all HVAC maintenance reports on a quarterly basis, including copies of contractor recommendations for repairs and/or replacement. If any repairs and/or replacements are recommended by the contractor, Tenant shall perform such repairs and/or replacements and shall provide Landlord with evidence that such repairs and/or replacements have been completed in accordance with the contractor’s recommendations. Tenant shall, at all times during the Lease Term, keep in a clean and safe condition the Outside Areas. Tenant shall regularly and periodically sweep and clean the driveways and parking areas. Tenant shall, at its sole cost and expense, repair all damage to the Leased Premises, the Building, the Outside Areas or the Property caused by the activities of Tenant, its employees, invitees or contractors promptly following written notice from Landlord to so repair such damage. Landlord (or its agent) shall have the right at any time during the Term, upon providing prior notice to Tenant, to enter and inspect the Property for the purpose of verifying the performance of the required maintenance and repairs by Tenant. If Tenant shall fail to hire a contractor as required pursuant to this Section 5.1(A) or fail to perform the required maintenance or fail to make repairs required of it pursuant to this Article 5 within ten (10) days following notice from Landlord to do so, then Landlord may, at its election and without waiving any other remedy it may otherwise have under this Lease or at Law, hire such contractor, perform such maintenance or make such repairs and charge to Tenant, as Additional Rent pursuant to Section 3.2(D) not subject to the Maintenance Costs Cap, the costs so incurred by Landlord for same. All glass within or a part of the Leased Premises, both interior and exterior, is at the sole risk of Tenant and any broken glass shall promptly be replaced by Tenant at Tenant’s expense with glass of the same kind, size and quality. During the last three (3) years of the Lease Term, to the extent any of Tenant’s maintenance responsibilities set forth herein cause the need for the replacement of a capital item which has a useful life of over five (5) years and the cost of replacement of such item exceeds Twenty Five Thousand Dollars ($25,000)), Tenant shall obtain Landlord’s reasonable approval for the replacement of such capital item (which approval shall be

conditioned upon Tenant not being in default beyond any applicable cure period), and, if approved, Landlord shall pay for the cost of replacing such item, provided that upon completion of the replacement, Tenant shall reimburse Landlord for the amortized cost portion of the replacement cost that is attributed to the period of useful life prior to the expiration of Lease Term (as such term may be extended pursuant to the terms hereof), which useful life shall be reasonably determined by Landlord. Notwithstanding anything to the contrary contained herein, any replacement of a capital item to be charged to Tenant pursuant to this Section 5.1A shall be considered a Property Maintenance Cost and charged to Tenant as Additional Rent pursuant to Section 3.2(D) above and shall not be subject to the Maintenance Costs Cap. Notwithstanding the foregoing, if during the original Lease Term Landlord shall pay for any portion of a capital item pursuant to this Section 5.1.A and Tenant shall thereafter exercise its Extension Option, Tenant shall upon its exercise of such Extension Option pay for the remaining portion of the amortized cost portion of the replacement cost that is attributable to the number of years in the Extended Term, and Tenant shall pay to Landlord concurrently with the exercise of such Extension Option and as a condition to the effectiveness thereof, such amount as a lump sum payment together with interest thereon from the date paid by Landlord at the rate of eight percent (8%) per annum compounded annually. By way of illustration, if Tenant has only three (3) years of the Lease Year remaining and at such time Landlord incurs a cost to replace a capital item of $100,000 with respect to a capital item that has a useful life of ten (10) years, then Tenant shall reimburse Landlord for $30,000 of the replacement cost of such capital item at the time such cost is incurred and if Tenant then exercises its Extension Option and the Lease Term is thereby extended for five (5) years, then Tenant shall also pay Landlord 5/7 of the remaining $70,000 replacement cost with respect to such item plus interest accrued on such cost from the date the cost was incurred at eight percent (8%) per annum compounded annually in the total amount of $62,986. In the event Tenant remains in the Premises after the Extended Term then Tenant shall continue to pay the unamortized portion of the replacement cost of the capital item at eight percent (8%) per annum compounded annually through the end of its useful life.

     B.  Landlord’s Obligation : Landlord shall, at all times during the Lease Term, maintain in good condition and repair: (i) the exterior and structural parts of the Building (including the foundation, subflooring, load-bearing and exterior walls, and structural elements of the roof), (ii) the building shell and any cracking due to settling, (iii) major building systems and underground utilities, (iv) all electrical wiring, conduits and connectors existing on the Leased Premises as of the Delivery Date, and (v) the landscaped areas located outside the Building. The provisions of this Section 5.1(B) shall in no way limit the right of Landlord to charge to Tenant, as Additional Rent pursuant to Article 3 (to the extent permitted pursuant to Article 3), the costs incurred by Landlord in performing such maintenance and/or making such repairs.

     C.  Americans With Disabilities Act (“ ADA ”) and Similar Acts : During the Lease Term, Landlord, at its sole cost and expense, shall be responsible for compliance with the ADA, Title 24 of the California Administrative Code, and other similar federal, state, and local laws and regulations, with respect to the structural walls, foundations, electrical and structural systems, concrete sub-flooring, structural elements of the roof, major building systems, and underground utilities, including the Building shell and Landlord shall have no other liability or obligations with respect to compliance with the ADA. Notwithstanding anything to the contrary contained herein, during the Lease Term, Tenant, at its sole cost and expense, shall cause all alterations, additions, improvements and repairs made by Tenant to the Leased Premises to comply with the provisions of the ADA, Title 24 of the California Administrative Code, and

other similar federal, state and local laws and regulations required by Tenant’s use or occupation of the Leased Premises.

      5.2 UTILITIES : Tenant shall arrange, at its sole cost and expense and in its own name, for the supply of gas and electricity to the Leased Premises. In the event that such services are not separately metered, Tenant shall, at its sole expense, cause such meters to be installed. Landlord shall maintain the water meter(s) in its own name; provided, however, that if at any time during the Lease Term Landlord shall require Tenant to put the water service in Tenant’s name, Tenant shall do so at Tenant’s sole cost. Tenant shall be responsible for determining if the local supplier of water, gas and electricity can supply the needs of Tenant and whether or not the existing water, gas and electrical distribution systems within the Building and the Leased Premises are adequate for Tenant’s needs. Tenant shall be responsible for determining if the existing sanitary sewer system now servicing the Leased Premises and the Property is adequate for Tenant’s needs. Notwithstanding the provisions of Section 3.2 regarding payment of Additional Rent, commencing on the Lease Commencement Date and continuing throughout the Lease Term, Tenant shall pay all charges for water, gas, electricity, and storm and sanitary sewer services as so supplied to the Leased Premises, irrespective of whether or not the services are maintained in Landlord’s or Tenant’s name.

      5.3 SECURITY : Tenant acknowledges that Landlord has not undertaken any duty whatsoever to provide security for the Leased Premises, the Building, the Outside Areas or the Property and, accordingly, Landlord is not responsible for the security of same or the protection of Tenant’s property or Tenant’s employees, invitees or contractors. To the extent Tenant determines that such security or protection services are advisable or necessary, Tenant shall arrange for and pay the costs of providing same.

      5.4 ENERGY AND RESOURCE CONSUMPTION : Landlord may voluntarily cooperate in a reasonable manner with the efforts of governmental agencies and/or utility suppliers in reducing energy or other resource consumption within the Property. Tenant shall not be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of such compliance or cooperation. Tenant agrees at all times to cooperate fully with Landlord and to abide by all reasonable rules established by Landlord (i) in order to maximize the efficient operation of the electrical, heating, ventilating and air conditioning systems and all other energy or other resource consumption systems within the Property and/or (ii) in order to comply with the requirements and recommendations of utility suppliers and governmental agencies regulating the consumption of energy and/or other resources.

      5.5 LIMITATION OF LANDLORD’S LIABILITY : Landlord shall not be liable to Tenant for injury to Tenant, its employees, agents, invitees or contractors, damage to Tenant’s property or loss of Tenant’s business or profits, nor shall Tenant be entitled to terminate this Lease or to any reduction in or abatement of rent by reason of any matter relating to this Lease or the Leased Premises unless the same is caused by Landlord’s gross negligence or willful misconduct. Without limiting the foregoing, Landlord shall not be liable to Tenant as a result of (i) Landlord’s failure to provide security services or systems within the Property for the protection of the Leased Premises, the Building or the Outside Areas, or the protection of Tenant’s property or Tenant’s employees, invitees, agents or contractors, or (ii) Landlord’s failure to perform any maintenance or repairs to the Leased Premises, the Building, the Outside Areas or the Property until Tenant shall have first notified Landlord, in writing, of the need for such maintenance or repairs, and then only after Landlord shall have had a reasonable period of

time following its receipt of such notice within which to perform such maintenance or repairs, or (iii) any failure, interruption, rationing or other curtailment in the supply of water, electric current, gas or other utility service to the Leased Premises, the Building, the Outside Areas or the Property from whatever cause (other than Landlord’s active gross negligence or willful misconduct), or (iv) the unauthorized intrusion or entry into the Leased Premises by third parties (other than Landlord).

ARTICLE 6

      6.1 BY TENANT : Tenant shall not make any alterations to or modifications of the Leased Premises or construct any improvements to or within the Leased Premises without Landlord’s prior written approval, which approval shall not be unreasonably withheld, and then not until Landlord shall have first approved, in writing, the plans and specifications therefore, which approval shall not be unreasonably withheld, conditioned or delayed (the “ Alterations ”). Notwithstanding the foregoing, Landlord approval shall not be required with respect to non-structural Alterations to the Leased Premises, which non-structural Alterations do not exceed, in the aggregate, Fifty Thousand Dollars ($50,000). All work undertaken by Tenant shall be done in accordance with all Laws and in a good and workmanlike manner using new materials of good quality that match or complement the original improvements existing as of the Lease Commencement Date. Tenant shall not commence the making of any such Alterations or the construction of any such Alterations until (i) all required governmental approvals and permits shall have been obtained, (ii) all requirements regarding insurance imposed by this Lease have been satisfied, (iii) Tenant shall have given Landlord at least five (5) business days prior written notice of its intention to commence such work so that Landlord may post and file notices of non-responsibility, and (iv) if requested by Landlord, Tenant shall have obtained broad form builder’s risk insurance in an amount satisfactory to Landlord to cover any perils relating to the proposed work not covered by insurance carried by Tenant pursuant to Article 9. In no event shall Tenant make any modifications, alterations or improvements to any areas outside of the Leased Premises. As used in this Article, the term “modifications, alterations and/or improvements” shall include, without limitation, the installation of additional electrical outlets, overhead lighting fixtures, drains, sinks, partitions, doorways, or the like.

      6.2 INITIAL ALTERATIONS : Subject to payment of the Tenant Improvement Allowance and otherwise in accordance with the terms and provisions of the Tenant Improvement Agreement attached hereto as Exhibit “D” , all modifications, alterations or improvements, once approved in accordance with this Section 6.1, shall be made, constructed or installed by Tenant at Tenant’s expense, using a licensed contractor first approved by Landlord, in substantial compliance with the Landlord approved plans and specifications therefore. To the extent Tenant does not use the entire Tenant Improvement Allowance, any excess may be credited toward Base Monthly Rent owed during the initial twenty-four (24) months of the Lease Term.

      6.3 OWNERSHIP OF ALTERATIONS : All Alterations made or added to the Leased Premises by Tenant (which does not include Tenant’s inventory, equipment, movable furniture, wall decorations and trade fixtures) shall be deemed real property and a part of the Leased Premises, but shall remain the property of Tenant during the Lease Term. Any such Alterations, once completed, shall not be altered or removed from the Leased Premises during the Lease Term without Landlord’s written approval first obtained in accordance with the provisions of

Section 6.1 above. At the expiration or sooner termination of this Lease, all such Alterations shall automatically become the property of Landlord and shall be surrendered to Landlord as a part of the Leased Premises as required pursuant to Article 2, unless Landlord shall require Tenant to remove any of such Alterations in accordance with the provisions of Article 2, in which case Tenant shall so remove same. Landlord shall have no obligation to reimburse to Tenant all or any portion of the cost or value of any Alterations so surrendered to Landlord. All modifications, alterations or improvements which are installed or constructed on or attached to the Leased Premises by Landlord at Landlord’s expense shall be deemed real property and a part of the Leased Premises and shall be the property of Landlord. All lighting, plumbing, electrical, heating, ventilating and air conditioning fixtures, partitioning, window coverings, wall coverings and floor coverings installed by Tenant shall be deemed Alterations to the Leased Premises and not trade fixtures of Tenant.

      6.4 ALTERATIONS : Tenant shall, at its sole cost make all modifications, alterations and improvements to the Property that are required by any Law because of (i) Tenant’s use or occupancy of the Leased Premises, the Building, the Outside Areas, or the Property, (ii) Tenant’s application for any permit or governmental approval, or (iii) Tenant’s making of any Alterations to or within the Leased Premises. Except as provided for in the preceding sentence, if Landlord shall, at any time during the Lease Term, (i) be required by any governmental authority to make any modifications, alterations or imp