LEASE

Exhibit 10.11

LEASE

THIS LEASE (this “ Lease ”) is entered into as of April 27, 2006, by and between BMR-BAYSHORE BOULEVARD LLC, a Delaware limited liability company (“ Landlord ”), and EXPRESSION DIAGNOSTICS, INC., a Delaware corporation (“ Tenant ”). The date on which this Lease has been executed by both parties hereto is referred to herein as the “ Effective Date. ”

RECITALS

A.                       WHEREAS, Landlord owns certain real property (the “ Property ”) and the buildings improvements thereon located at 3260 Bayshore Boulevard in Brisbane, California, including the building located thereon (the “ Building ”) in which the Premises (as defined below) are located; and

B.                         WHEREAS, Landlord wishes to lease to Tenant, and Tenant desires to lease from Landlord, certain premises (the “ Premises ”) located in the Building, pursuant to the terms and conditions of this Lease, as detailed below.

AGREEMENT

NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

1.                           Lease of Premises . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises, which consist of (a) the portion of the first (1 ^st ) floor of the Building shown on Exhibit A attached hereto and (b) the second (2 ^nd ) floor of the Building. The Property and all landscaping, parking facilities and other improvements and appurtenances related thereto, including, without limitation, the Building (but excluding other buildings), are hereinafter collectively referred to as the “ Project .” All portions of the Project that are for the non-exclusive use of tenants of the Building, including, without limitation, driveways, sidewalks, parking areas, landscaped areas, service corridors, stairways, elevators, public restrooms and Building lobbies, are hereinafter referred to as “Common Area .”

2.                           Basic Lease Provisions . For convenience of the parties, certain basic provisions of this Lease are set forth herein. The provisions set forth herein are subject to the remaining terms and conditions of this Lease and are to be interpreted in light of such remaining terms and conditions.

2.1.                  This Lease shall take effect upon the date of execution and delivery hereof by all parties hereto and, except as specifically otherwise provided within this Lease, each of the provisions hereof shall be binding upon and inure to the benefit of Landlord and Tenant from the date of execution and delivery hereof by all parties hereto.

2.2.                  Rentable Area of Premises: 46,034 sq. ft.

2.3.                  Rentable Area of Building: 61,444 sq. ft.

2.4.                  [Intentionally omitted]

2.5.                  [Intentionally omitted]

2.6.                  Basic Annual Rent:

2.7.                  [Intentionally omitted]

2.8.                  Tenant’s Pro Rata Share: 74.92% of the Building

2.9.                  Estimated Term Commencement Date: November 1, 2006

2.10.            Estimated Term Expiration Date: October 31, 2013

2.11.            Security Deposit: $197,946, subject to decrease in accordance with the terms hereof

2.12.            Permitted Use: General office and laboratory, research and development and all related uses in conformity with Applicable Laws (as defined below)

2

2.16.            The following Exhibits are attached hereto and incorporated herein by reference:

3.                           Term .

3.1.                  This Lease shall take effect upon the date of execution and delivery hereof by all parties hereto and, except as specifically otherwise provided within this Lease, each of the provisions hereof shall be binding upon and inure to the benefit of Landlord and Tenant from the date of execution and delivery hereof by all parties hereto.

3.2.                  The actual term of this Lease (the “ Term ”) shall be that period from the actual Term Commencement Date as defined in Section 4.2 below through the Term Expiration Date, subject to earlier termination of this Lease as provided herein.

3.3.                  Tenant shall have the right to terminate this Lease at any time after the fifth (5th) anniversary of the Term Commencement Date upon twelve (12) months’ prior written notice to Landlord; provided that Tenant shall pay to Landlord on or before the termination date (a) an early termination fee equal to six (6) months of the then-current Basic Annual Rent and (b) the unamortized portion of (i) any leasing commissions and (ii) any Tenant Improvements financed with the Additional TI Allowance (as defined below).

4.                           Possession and Commencement Date .

4.1.                  Landlord shall tender possession of the Premises within one (1) business day after the Effective Date. Landlord agrees to use commercially reasonable efforts to complete Landlord’s Work (as defined below) within one hundred twenty (120) days after building permits are obtained for the improvements to be made to the Premises in accordance with this Lease. Tenant agrees that in the event Landlord’s Work is not Substantially Complete (as defined below) within such one hundred twenty (120) day period after the Effective Date, then this Lease shall not be void or voidable and Landlord shall not be liable to Tenant for any loss or damage resulting therefrom. If Landlord fails to timely achieve Substantial Completion of Landlord’s Work for any reason whatsoever, then Landlord shall have no liability to Tenant for such failure,

3

but the Term Commencement Date and the Term Expiration Date shall be extended accordingly; provided, however, that the Term Commencement Date and the Term Expiration Date shall not be extended to the extent that any delay in achieving Substantial Completion of Landlord’s Work is caused by (a) the failure of Tenant or Tenant’s architect to timely deliver any item in the Work Letter, (b) the actions or omissions of Tenant or its employees, agents, contractors or architects, or (c) a default by Tenant of its obligations under this Lease (each, a “ Tenant Delay ”). Landlord’s Work shall be deemed “Substantially Complete” if Landlord has completed all of Landlord’s Work, subject only to a punchlist of items that do not materially and substantially interfere with Tenant’s construction of the Tenant Improvements (as defined below). Tenant shall deliver to Landlord promptly after Tenant’s receipt thereof (y) a certificate of occupancy for the Premises suitable for the Permitted Use and (z) a Certificate of Substantial Completion in the form of the American Institute of Architects document G704, executed by the project architect and the general contractor. “ Landlord’s Work ” means (a) installation of a sliding or roll-up glass door (the “ Door ”) to be used for shipping and receiving purposes in accordance with plans and specifications provided by Tenant, subject to Landlord’s approval, (b) installation of demising walls to separate the Premises from the balance of the Building, (c) installation of separate meters or submeters for water and electricity provided to the Premises (provided that (i) Tenant shall have dedicated space in an electrical room in the Premises for any such meter or submeter, (ii) Landlord shall be responsible for reading any such meters and submeters and quantifying Tenant’s use of such utilities for purposes of Tenant’s reimbursement of the cost of such utilities to Landlord and (iii) Tenant shall provide to Landlord reasonable access to such meters and submeters for the purpose of Landlord’s reading thereof), (d) installation of direct digital controls to measure air flow to the Premises from the HVAC system and (e) any work required to cause the Building heating, ventilation and air conditioning system, plumbing system and electrical system (collectively, the “ Relevant Systems ”) to be in good working order and repair as of the Term Commencement Date. In the event that the Relevant Systems are not in good working order and repair as of the Term Commencement Date, Landlord shall make any repairs and material capital replacements to such Relevant Systems at Landlord’s sole cost and expense; provided that such obligation shall not extend to customary maintenance or capital improvements. Landlord shall use commercially reasonable efforts to order the Door once Landlord and Tenant have approved the specifications therefor. Notwithstanding anything in this Lease or the Work Letter to the contrary, in the event that, despite such efforts by Landlord, the timing of delivery of the Door prevents Landlord from timely completing Landlord’s Work, Tenant shall not be entitled to any remedies for such delay, including, without limitation, abatement of Rent, and Landlord shall, on or before the Term Commencement Date, install a temporary alternative to the Door that is reasonably satisfactory to Landlord and Tenant.

4.2.                  The “ Term Commencement Date ” shall be the later of (i) November 1, 2006 or (ii) the date on which Landlord’s Work is Substantially Complete (or the date on which Landlord’s Work would have been Substantially Complete absent Tenant Delay or Force Majeure (as defined below)); provided, however, that if the Term Commencement Date is not the first day of a calendar month, then the first lease year shall be extended through the last day of the calendar month in which the first 12-month period expires, and Rent for the additional period at the end of the first lease year shall be payable at the rate for the 12 ^th month of the Term. “ Force Majeure ” means accident; breakage; repair; governmental regulation, moratorium or other governmental action. The “ Term Expiration Date ” shall be the day immediately preceding the seventh (7 ^th ) anniversary of the Term Commencement Date, provided that if such preceding

4

day is not the last day of a calendar month, then the Term Expiration Date shall be the last date of the calendar month in which such preceding day occurs. Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the actual Term Commencement Date and the Term Expiration Date when such are established, and shall attach it to this Lease as Exhibit B . Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement Date.

4.3.                  Prior to entering upon the Premises, Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the provisions of Section 21 are in effect, and such entry shall be subject to all the terms and conditions of this Lease other than the payment of Basic Annual Rent or Additional Rent (as defined below).

4.4.                  Possession of areas of the Premises necessary for utilities, services, safety and operation of the Building is reserved to Landlord.

4.5.                  Tenant shall cause to be constructed the tenant improvements in the Premises (the “ Tenant Improvements ”) pursuant to the Work Letter at a cost to Landlord (the “ Tenant Improvement Allowance ”) not to exceed Three Million Four Hundred Fifty-Two Thousand Five Hundred Fifty Dollars ($3,452,550) (based upon Seventy-Five Dollars ($75) per rentable square foot), which amount shall include the costs of (a) construction, (b) project management by Landlord (which fee shall equal Four Thousand Dollars ($4,000) per month, not to exceed Forty Thousand Dollars ($40,000) total), (c) space planning, architect, engineering and other related services and (d) building permits and other planning and inspection fees. If the total cost of the Tenant Improvements exceeds Seventy-Five Dollars ($75) per square foot of Rentable Area of the Premises, then the overage shall be paid by Tenant prior to the Term Commencement Date; provided , however that Tenant may withhold any retainage properly withheld by Tenant pursuant to its contract(s) with contractors and any other amounts to which Landlord approves in advance in writing, which approval Landlord shall not unreasonably withhold, condition or delay (collectively, the “ Excluded Amounts ”); provided , further, that Tenant shall pay the Excluded Amounts when required by such contract(s) or by Applicable Laws (as defined below). Tenant shall have until December 31, 2007, to expend the unused portion of the Tenant Improvement Allowance, after which date Landlord’s obligation to fund such costs shall expire. Any unused portion of the Tenant Improvement Allowance shall be credited against Tenant’s obligation to pay Rent, with such unused amount amortized over the Initial Term of this Lease and resulting in corresponding reductions in Tenant’s obligation to pay monthly installments of Basic Annual Rent. As used herein, the term “Initial Term” shall mean the period commencing on the Term Commencement Date and expiring on the Term Expiration Date.

4.6.                  The selection of the architect, engineer, general contractor and major subcontractors shall be in accordance with the terms of the Work Letter.

4.7.                  In addition to the Tenant Improvement Allowance, Landlord shall make available to Tenant Nine Hundred Twenty Thousand Six Hundred Eighty Dollars ($920,680), based upon Twenty Dollars ($20) per rentable square foot (the “ Additional TI Allowance ”) for construction

5

of the initial Tenant Improvements. Tenant shall repay to Landlord, in equal monthly installments as Additional Rent (as defined below), the Additional TI Allowance amortized over the Initial Term of the Lease at an interest rate of nine percent (9%).

5.                           Rent .

5.1.                  Tenant shall pay to Landlord as Basic Annual Rent for the Premises, commencing on the Term Commencement Date, the sum set forth in Section 2.6 . Basic Annual Rent shall be paid in equal monthly installments, each in advance on the first day of each and every calendar month during the Term.

5.2.                  In addition to Basic Annual Rent, Tenant shall pay to Landlord as additional rent (“ Additional Rent ”) at times hereinafter specified in this Lease (a) Tenant’s pro rata share, as set forth in Section 2.8 (“ Tenant’s Pro Rata Share ”), of Operating Expenses as provided in Section 7 and (b) any other amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods.

5.3.                  Basic Annual Rent and Additional Rent shall together be denominated “ Rent .” Rent shall be paid to Landlord, without abatement, deduction or offset, in lawful money of the United States of America at the office of Landlord as set forth in Section 2.13 or to such other person or at such other place as Landlord may from time designate in writing. In the event the Term commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of a thirty (30) day month and shall be paid at the then-current rate for such fractional month.

6.                           [Intentionally omitted]

7.                           Operating Expenses .

7.1.                  As used herein, the term “ Operating Expenses ” shall include:

(a)                       Government impositions including, without limitation, property tax costs consisting of real and personal property taxes and assessments, including amounts due under any improvement bond upon the Building or the Project, including the parcel or parcels of real property upon which the Building and areas serving such Building are located or assessments in lieu thereof imposed by any federal, state, regional, local or municipal governmental authority, agency or subdivision (each, a “ Governmental Authority ”) are levied; taxes on or measured by gross rentals received from the rental of space in the Building; taxes based on the square footage of the Premises, the Building or the Project, as well as any parking charges, utilities surcharges or any other costs levied, assessed or imposed by, or at the direction of, or resulting from Applicable Laws (as defined below) or interpretations thereof, promulgated by any Governmental Authority in connection with the use or occupancy of the Building or the parking facilities serving the Building; taxes on this transaction or any document to which Tenant is a party creating or transferring an interest in the Premises; any fee for a business license to operate an office building; and any expenses, including the reasonable cost of attorneys or experts,

6

reasonably incurred by Landlord in seeking reduction by the taxing authority of the applicable taxes, less tax refunds obtained as a result of an application for review thereof. Operating Expenses shall not include any net income, franchise, capital stock, estate or inheritance taxes, or taxes that are the personal obligation of Tenant or of another tenant of the Project; and

(b)                      All other costs of any kind paid or incurred by Landlord in connection with the operation or maintenance of the Building and the Project including, by way of example and not of limitation, costs of repairs and replacements to improvements within the Project as appropriate to maintain the Project as required hereunder; costs of utilities furnished to the Common Areas; sewer fees; cable television; trash collection; cleaning, including windows; heating; ventilation; air-conditioning; maintenance of landscaping and grounds; maintenance of drives and parking areas; maintenance of the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance of the Project; license, permit and inspection fees; sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Project or Building systems and equipment; telephone, postage, stationary supplies and other expenses incurred in connection with the operation, maintenance or repair of the Project; accounting, legal and other professional fees and expenses incurred in connection with the Project; costs of furniture, draperies, carpeting, landscaping and other customary and ordinary items of personal property provided by Landlord for use in Common Areas; the cost of any Allowable Capital Improvements (as defined below), the cost of which is less than or equal to Twenty-Five Thousand Dollars ($25,000); the cost of any Allowable Capital Improvements (as defined below), the cost of which is greater than Twenty-Five Thousand Dollars ($25,000), amortized over their useful lives as Landlord shall reasonably determine; costs of complying with any federal, state, municipal or local laws and regulations, including both statutory and common law and hazard waste rules and regulations (“ Applicable Laws ”); insurance premiums, including premiums for public liability, property casualty, earthquake and environmental coverages; portions of insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms of insurance policies ( provided , however, that Landlord shall maintain commercially reasonable insurance deductibles, which, as of the date hereof, do not exceed Ten Thousand Dollars ($10,000) per incident); service contracts; costs of services of independent contractors retained to do work of a nature referenced above; and costs of compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with the day-to-day operation and maintenance of the Project, its equipment, the adjacent walks, landscaped areas, drives and parking areas, including, without limitation, janitors, floor waxers, window washers, watchmen, gardeners, sweepers and handymen. As used herein, the term “ Allowable Capital Improvements ” shall mean capital improvements that are reasonably required to keep the Building or the Project (excluding any other buildings) in good condition and repair or to comply with any Applicable Laws enacted or otherwise first effective after the Term Commencement Date; provided , however, that Allowable Capital Improvements shall exclude any capital improvements to the extent that they exceed both (i) the standard of construction used for the Building or the Project, as applicable, when originally built and (ii) the standard of construction that is consistent with then-existing prudent industry practices, in each case except to the extent that upgrades are required by any Applicable Laws.

Notwithstanding the foregoing, Operating Expenses shall not include any leasing commissions or finders’ fees; attorneys’ fees, advertising costs, space planning costs and other

7

costs incurred by Landlord in leasing or attempting to lease space in the Building or the Project; expenses that relate to preparation of rental space for a tenant; expenses of initial development and construction, including, but not limited to, grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); legal expenses, accountants’ fees and other costs and expenses incurred in connection with negotiations or disputes with past, present or prospective tenants; costs of repairs to the extent reimbursed by tenants (other than as their pro rata share of operating expenses pursuant to their respective leases), warrantors or other third parties or by payment of insurance or condemnation proceeds received by Landlord or to the extent such costs would have been reimbursed had Landlord obtained the insurance policies that Landlord is required to carry pursuant to this Lease; interest and principal upon loans to Landlord or secured by a mortgage or deed of trust covering the Project or a portion thereof and other debt costs ( provided that interest upon a government assessment or improvement bond payable in installments shall constitute an Operating Expense under Subsection 7.1(a)) ; rental under any ground or underlying lease; depreciation on the Building; salaries of executive officers of Landlord; depreciation claimed by Landlord for tax purposes and other “non cash” items (provided that this exclusion of depreciation is not intended to delete from Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard thereto that are provided for in Subsection 7.1(a)) ; taxes of the types set forth in Subsection 7.1(a) ; costs, fines, interest and penalties incurred due to the late payment of taxes of the types set forth in Subsection 7.1(a) ; any bad debt loss or rent loss; the cost of any services in the Building or the Project provided by Landlord or any Landlord affiliate to the extent the same materially exceeds the costs of such services rendered by qualified, unaffiliated third parties on a competitive basis in the Brisbane area; costs arising from the presence of Hazardous Materials in or about the Building or the Project that were present at the Building or the Project prior to the Term Commencement Date (other than those present as a result of the acts or omissions of Tenant or its employees, agents, consultants or contractors) or costs arising from the use, disposal or release of Hazardous Materials by other tenants in the Building; and costs incurred in connection with the sale, financing or refinancing of the Building or the Project. Notwithstanding the foregoing, to the extent that any Common Area expenses benefit buildings in addition to the Building, Landlord agrees to include in Operating Expenses only that portion of such Common Area expenses that is reasonably allocated to the Building.

7.2.                  Tenant shall pay to Landlord on the first day of each calendar month of the Term, as Additional Rent, (a) the Property Management Fee (as defined below) and (b) Landlord’s estimate of Tenant’s Pro Rata Share of Operating Expenses with respect to the Building and the Project, as applicable, for such month.

(a)                       The “ Property Management Fee ” shall equal two percent (2%) of the Basic Annual Rent due from Tenant.

(b)                      Within ninety (90) days after the conclusion of each calendar year (or such longer period as may be reasonably required by Landlord), Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Operating Expenses and Tenant’s Pro Rata Share of Operating Expenses for the previous calendar year. Any additional sum due from Tenant to Landlord shall be immediately due and payable. If the amounts paid by Tenant pursuant to this Section 7.2 exceed Tenant’s Pro Rata Share of Operating Expenses for the previous calendar year, then Landlord shall credit the difference against the Rent next due and

8

owing from Tenant; provided that, if the Lease term has expired, Landlord shall accompany said statement with payment for the amount of such difference.

(c)                       Any amount due under this Section 7.2 for any period that is less than a full month shall be prorated (based on a thirty (30)-day month) for such fractional month.

7.3.                  Landlord’s annual statement shall be final and binding upon Tenant unless Tenant, within ninety (90) days after Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reasons therefor. If, during such ninety (90)-day period, Tenant reasonably and in good faith questions or contests the correctness of Landlord’s statement of Tenant’s Pro Rata Share of Operating Expenses, Landlord shall provide Tenant with access to Landlord’s books and records and such information as Landlord reasonably determines to be responsive to Tenant’s questions. In the event that, after Tenant’s review of such information, Landlord and Tenant cannot agree upon the amount of Tenant’s Pro Rata Share of Operating Expenses, then Tenant shall have the right to have an independent public accounting firm hired by Tenant (at Tenant’s sole cost and expense, unless the Independent Review indicates that Landlord overstated the Operating Expenses by more than five percent (5%) of the actual Operating Expenses, in which event Landlord shall reimburse Tenant for the fees and costs of the Independent Review) and approved by Landlord (which approval Landlord shall not unreasonably withhold or delay) audit and review such of Landlord’s books and records for the year in question (the “ Independent Review ”). The results of any such Independent Review shall be binding on Landlord and Tenant. If the Independent Review shows that Tenant’s Pro Rata Share of Operating Expenses actually paid for the calendar year in question exceeded Tenant’s obligations for such calendar year, then Landlord shall, at Tenant’s option, either (a) credit the excess to the next succeeding installments of estimated Additional Rent or (b) pay the excess to Tenant within thirty (30) days after delivery of such results. If the Independent Review shows that Tenant’s payments of Tenant’s Pro Rata Share of Operating Expenses for such calendar year were less than Tenant’s obligation for the calendar year, then Tenant shall pay the deficiency to the Landlord within thirty (30) days after delivery of such results.

7.4.                  Tenant shall not be responsible for Operating Expenses attributable to the time period prior to the Term Commencement Date; provided , however , that if Landlord shall permit Tenant possession of the Premises prior to the Term Commencement Date, Tenant shall be responsible for Operating Expenses from such earlier date of possession. Tenant’s responsibility for Tenant’s Pro Rata Share of Operating Expenses shall continue to the latest of (a) the date of termination of the Lease, (b) the date Tenant has fully vacated the Premises or (c) if termination of the Lease is due to a default by Tenant, the date of rental commencement of a replacement tenant.

7.5.                  Operating Expenses for the calendar year in which Tenant’s obligation to share therein commences and for the calendar year in which such obligation ceases shall be prorated on a basis reasonably determined by Landlord. Expenses such as taxes, assessments and insurance premiums that are incurred for an extended time period shall be prorated based upon the time periods to which they apply so that the amounts attributed to the Premises relate in a reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses.

9

8.                           Rentable Area .

8.1.                  The term “ Rentable Area ” as set forth in Section 2 and as may otherwise be referenced within this Lease reflects such areas as have been reasonably calculated by Landlord’s architect.

8.2.                  The “ Rentable Area ” of the Building has generally been determined by making separate calculations of Rentable Area applicable to each floor within the Building and totaling the Rentable Area of all floors within the Building. The Rentable Area of a floor has been computed by measuring to the outside finished surface of the permanent outer Building walls. The full area calculated as previously set forth is included as Rentable Area, without deduction for columns and projections or vertical penetrations, including stairs, elevator shafts, flues, pipe shafts, vertical ducts and the like, as well as such items’ enclosing walls.

8.3.                  The Rentable Area of the Project is the total Rentable Area of all buildings within the Project.

8.4.                  The term “Rentable Area,” when applied to the Premises, is that area equal to the usable area of the Premises, plus an equitable allocation of Rentable Area within the Building that is not then utilized or expected to be utilized as usable area, including, but not limited to, that portion of the Building devoted to corridors, equipment rooms, restrooms, elevator lobby, atrium and mailroom. In making such allocations, consideration has been given to tenants benefited by space allocated such that the area that primarily serves tenants of only one floor, such as corridors and restrooms upon such floor, has been allocated to usable area of the Building as a whole.

8.5.                  The Rentable Areas set forth Section 2 have been agreed to by Landlord and Tenant and shall not be subject to adjustment, unless Tenant exercises its right to expand the Premises pursuant to Section 43 below.

9.                           Security Deposit .

9.1.                  No later than thirty (30) days after the Effective Date (time being of the essence), Tenant shall deposit with Landlord either a letter of credit (the “ Letter of Credit ”) or immediately available funds (the “ Cash Deposit ”) in the amount set forth in Section 2.11 , which Letter of Credit or Cash Deposit shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and performed by Tenant during the period beginning on the Effective Date and ending upon the expiration or earlier termination of the Lease; provided, however, that if Tenant deposits with Landlord the Cash Deposit, then Landlord agrees to return the Cash Deposit to Tenant within two (2) business days after Landlord’s receipt of the Letter of Credit. Landlord shall be entitled to use the Cash Deposit in any circumstance where Landlord would be entitled to draw upon the Letter of Credit under this Lease. The Letter of Credit shall be (a) in a form reasonably acceptable to Landlord, (b) issued by a financial institution selected by Tenant and reasonably acceptable to Landlord, (c) for the benefit of Landlord, but assignable by Landlord to any subsequent purchaser or encumbrancer of the Building or the Project, (d) automatically renewable from year to year throughout the Term, (e) payable by sight draft in a location reasonably acceptable to Landlord

10

upon presentation of a certification signed by an officer of Landlord stating that a Default under this Lease has occurred and has not been cured within any applicable cure period and (f) payable in the event such Letter of Credit is not renewed on or before the date that is thirty (30) days prior to its expiration. If there is a Default by Tenant with respect to any provision of this Lease, including, but not limited to, any provision relating to the payment of Rent, then Landlord may (but shall not be required to) draw upon the Letter of Credit and use, apply or retain any amount drawn for the payment of any Rent or any other sum in default, or to compensate Landlord for any other loss or damage that Landlord may suffer by reason of Tenant’s Default. If the Letter of Credit is so drawn, then Tenant shall, within ten (10) days after such draw, replace the Letter of Credit with a new letter of credit conforming to the requirements of this Section 9.1 , at Tenant’s sole cost and expense. Tenant’s failure to do so shall be a material breach of this Lease.

9.2.                  In the event of bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for all periods prior to the filing of such proceedings.

9.3.                  Landlord may deliver to any purchaser of Landlord’s interest in the Premises the funds deposited hereunder by Tenant, and thereupon Landlord shall be discharged from any further liability with respect to such deposit. This provision shall also apply to any subsequent transfers.

9.4.                  If no Default or Imminent Default (as defined below) by Tenant has occurred on or before the date that is three (3) years after the Term Commencement Date, then Tenant may reduce the amount of the Letter of Credit to Ninety-Eight Thousand Nine Hundred Seventy-Three Dollars ($98,973), at no cost to Landlord; provided, however, that if Landlord does not allow the Letter of Credit to be so reduced as the result of an Imminent Default by Tenant, then Landlord agrees to notify Tenant of such Imminent Default and if Tenant cures such Imminent Default within the cure period provided in Section 24.4 below, if any, then immediately upon completion of such cure Tenant may reduce the amount of the Letter of Credit to Ninety-Eight Thousand Nine Hundred Seventy-Three Dollars ($98,973), at no cost to Landlord. If there is no uncured Default or Imminent Default by Tenant as of the expiration or earlier termination of this Lease, then the Letter of Credit shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days after the expiration or earlier termination of this Lease; provided, however, that if Landlord does not so return the Letter of Credit as the result of an Imminent Default by Tenant, then Landlord agrees to notify Tenant of such Imminent Default and, if Tenant cures such Imminent Default within the cure period provided in Section 24.4 below, if any, then Landlord shall return the Letter of Credit to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days after the completion of such cure. As used in this Lease, the term “ Imminent Default ” shall mean the occurrence of an event that with the giving of notice or the passage of time or both would constitute a Default.

10.                     Use .

10.1.            Tenant shall use the Premises for the purpose set forth in Section 2.12 , and shall not use the Premises, or permit or suffer the Premises to be used, for any other purpose without

11

Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion.

10.2.            Tenant shall not use or occupy the Premises in violation of Applicable Laws; zoning ordinances; or the certificate of occupancy issued for the Building, and shall, upon five (5) days’ written notice from Landlord, discontinue any use of the Premises that is declared or claimed by any Governmental Authority having jurisdiction to be a violation of any of the above, or that in Landlord’s reasonable opinion violates any of the above. Tenant shall comply with any direction of any Governmental Authority having jurisdiction that shall, by reason of the nature of Tenant’s use or occupancy of the Premises, impose any duty upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof.

10.3.            Tenant shall not do or permit to be done anything that will invalidate or increase the cost of any fire, environmental, extended coverage or any other insurance policy covering the Building and the Project, and shall comply with all rules, orders, regulations and requirements of the insurers of the Building and the Project, and Tenant shall promptly, upon demand, reimburse Landlord for any additional premium charged for such policy by reason of Tenant’s failure to comply with the provisions of this Section.

10.4.            Tenant shall keep all doors opening onto public corridors closed, except when in use for ingress and egress.

10.5.            No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall any changes be made to existing locks or the mechanisms thereof without Landlord’s prior written consent. Tenant shall, upon termination of this Lease, return to Landlord all keys to offices and restrooms either furnished to or otherwise procured by Tenant. In the event any key so furnished to Tenant is lost, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change.

10.6.            No awnings or other projections shall be attached to any outside wall of the Building. No curtains, blinds, shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises other than Landlord’s standard window coverings. Neither the interior nor exterior of any windows shall be coated or otherwise sunscreened without Landlord’s prior written consent, nor shall any bottles, parcels or other articles be placed on the windowsills. No equipment, furniture or other items of personal property shall be placed on any exterior balcony without Landlord’s prior written consent.

10.7.            No sign, advertisement or notice shall be exhibited, painted or affixed by Tenant on any part of the Premises or the Building without Landlord’s prior written consent; provided that Tenant shall have the right to install a sign with its name and corporate logo on the exterior of the Building, the size, appearance and characteristics of which shall be subject to Landlord’s prior written consent. Interior signs on doors and the directory tablet shall be inscribed, painted or affixed for Tenant by Landlord at Tenant’s sole cost and expense, and shall be of a size, color and type acceptable to Landlord. The directory tablet shall be provided exclusively for the display of the name and location of tenants only. Tenant shall not place anything on the exterior of the corridor walls or corridor doors other than Landlord’s standard lettering.

12

10.8.            Tenant shall cause any office equipment or machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations therefrom from extending into the Common Areas or other offices in the Building. Further, Tenant shall not place any equipment weighing five hundred (500) pounds or greater within the Premises without Landlord’s prior written approval, and such equipment shall be placed in a location designed to carry the weight of such equipment.

10.9.            Tenant shall not (a) do or permit anything to be done in or about the Premises that shall in any way obstruct or interfere with the rights of other tenants or occupants of the Building or the Project, or injure or unreasonably annoy them, or (b) use or allow the Premises to be used for immoral or unlawful purposes, nor shall Tenant knowingly cause, maintain or permit any nuisance or waste in, on or about the Premises, the Building or the Project.

10.10.      Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for all liabilities, costs and expenses arising out of or in connection with the compliance of the Premises with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq. (together with regulations promulgated pursuant thereto, the “ ADA ”), and Tenant shall indemnify, defend and hold harmless Landlord from and against any loss, cost, liability or expense (including reasonable attorneys’ fees and disbursements) arising out of any failure of such improvements to comply with the ADA. Notwithstanding the foregoing, Landlord shall be responsible for all liabilities, costs and expenses arising out of or in connection with the compliance of the existing structural portions and tenant improvements of the Premises as of the date of this Lease, the “path of travel” into and within the Building (but not within the Premises, except as specifically described in this sentence) and the Project’s parking lots, walkways and landscaping areas with the ADA, and Landlord shall indemnify, defend and hold harmless Tenant from and against any loss, cost, liability or expense (including reasonable attorneys’ fees and disbursements) arising out of any failure of Landlord to make such aspects of the Project comply with the ADA. The provisions of this Section 10.10 shall survive the expiration or earlier termination of this Lease.

11.                     Brokers .

11.1.            Tenant represents and warrants that it has had no dealings with any real estate broker or agent in connection with the negotiation of this Lease, other than CRESA Partners (“ Broker ”), and that it knows of no other real estate broker or agent that is or might be entitled to a commission in connection with this Lease. Landlord shall compensate Broker in relation to this Lease pursuant to a separate agreement between Landlord and Broker.

11.2.            Tenant represents and warrants that no broker or agent has made any representation or warranty relied upon by Tenant in Tenant’s decision to enter into this Lease, other than as contained in this Lease.

11.3.            Tenant acknowledges and agrees that the employment of brokers by Landlord is for the purpose of solicitation of offers of leases from prospective tenants and that no authority is granted to any broker to furnish any representation (written or oral) or warranty from Landlord unless expressly contained within this Lease. Landlord is executing this Lease in reliance upon Tenant’s representations and warranties contained within Sections 11.1 and 11.2 .

13

12.                     Holding Over .

12.1.            If, with Landlord’s prior written consent, Tenant holds possession of all or any part of the Premises after the Term, Tenant shall become a tenant from month to month after the expiration or earlier termination of the Term, and in such case Tenant shall continue to pay (a) the Basic Annual Rent in accordance with Section 5 , and (b) Tenant’s Pro Rata Share of Operating Expenses. Any such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein.

12.2.            Notwithstanding the foregoing, if Tenant remains in possession of the Premises after the expiration or earlier termination of the Term without Landlord’s prior written consent, Tenant shall become a tenant at sufferance subject to the terms and conditions of this Lease, except that the monthly rent shall be equal to (i) for the first two months of holdover, one hundred twenty-five percent (125%) of the Rent in effect during the last thirty (30) days of the Term, and (ii) thereafter, one hundred fifty percent (150%) of the Rent in effect during the last thirty (30) days of the Term.

12.3.            Acceptance by Landlord of Rent after the expiration or earlier termination of the Term shall not result in an extension, renewal or reinstatement of this Lease.

12.4.            The foregoing provisions of this Section 12 are in addition to and do not affect Landlord’s right of reentry or any other rights of Landlord hereunder or as otherwise provided by Applicable Laws.

13.                     Taxes on Tenant’s Property .

13.1.            Tenant shall pay prior to delinquency any and all taxes levied against any personal property or trade fixtures placed by Tenant in or about the Premises.

13.2.            If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property or, if the assessed valuation of the Building or the Property is increased by inclusion therein of a value attributable to Tenant’s personal property or trade fixtures, and if Landlord, after written notice to Tenant, pays the taxes based upon any such increase in the assessed valued of the Building or the Project, then Tenant shall, upon demand, repay to Landlord the taxes so paid by Landlord.

13.3.            If any improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord’s building standards (the “ Building Standard ”) in other spaces in the Building are assessed, then the real property taxes and assessments levied against Landlord or the Building by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 13.2 above. Any such excess assessed valuation due to improvements in or alterations to space in the Building leased by other tenants of Landlord shall not be included in the Operating Expenses defined in Section 7 , but shall be treated, as to such other tenants, as provided in this Section 13.3 . If the records of the County Assessor are available and sufficiently detailed to serve as a basis for determining whether said Tenant improvements or alterations are assessed at

14

a higher valuation than the Building Standard, then such records shall be binding on both Landlord and Tenant.

14.                     Condition of Premises . Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises, the Building or the Project for the conduct of Tenant’s business, except as otherwise provided in Section 4.1 above. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good, sanitary and satisfactory condition and repair.

15.                     Common Areas and Parking Facilities .

15.1.            Tenant shall have the non-exclusive right, in common with others, to use the Common Areas, subject to the rules and regulations adopted by Landlord and attached hereto as Exhibit D , together with such other reasonable and nondiscriminatory rules and regulations as are hereafter promulgated by Landlord in its sole and absolute discretion (the “ Rules and Regulations ”). Tenant shall faithfully observe and comply with the Rules and Regulations. Landlord shall not be responsible to Tenant for the violation or non-performance by any other tenant or any agent, employee or invitee thereof of any of the Rules and Regulations.

15.2.            Tenant shall have a non-exclusive license to use parking facilities serving the Building in common on an unreserved basis with other tenants of the Building and the Project at no additional cost to Tenant, at a ratio of three and three tenths (3.3) parking spaces per one thousand (1,000) square feet of Rentable Area of the Premises, which amounts to 152 parking spaces as of the Term Commencement Date, which number shall include eight (8) reserved parking spaces (the “ Reserved Spaces ”) for Tenant’s exclusive use on the side of the Building that faces Guadalupe Canyon Parkway (provided that (a) Tenant shall only have the right to have the Reserved Spaces on an exclusive basis for so long as Tenant provides services at the Premises to patients with heart conditions, (b) Tenant shall have the right to install signage marking the Reserved Spaces, subject to Landlord’s prior written approval, which approval Landlord shall not unreasonably withhold, condition or delay, (c) Tenant shall maintain any such signage at its sole cost and expense and (d) Tenant shall remove any such signage at its sole cost and expense and repair any damage caused by such removal if Tenant is no longer entitled to exclusive use of the Reserved Spaces pursuant to the terms of this Section 15.2) .

15.3.            Subject to Tenant’s rights under Section 15.2 above, Tenant agrees to comply with all reasonable rules and regulations adopted by Landlord with respect to the use of the parking facilities. Nothing in this Section, however, is intended to create an affirmative duty on Landlord’s part to monitor parking.

15.4.            Landlord reserves the right to modify the Common Areas, including the right to add or remove exterior and interior landscaping and to subdivide real property, provided that no such modifications may have a material adverse impact on Tenant’s access to or use and enjoyment of the Premises. Tenant acknowledges that Landlord specifically reserves the right to allow the exclusive use of corridors and restroom facilities located on specific floors to one or more tenants occupying such floors; provided , however , that Tenant shall not be deprived of the

15

use of the corridors reasonably required to serve the Premises or of restroom facilities serving the floor upon which the Premises are located.

16.                     Utilities and Services .

16.1.            Tenant shall pay for all water (including the cost to service, repair and replace reverse osmosis, de-ionized and other treated water), gas, heat, light, power, telephone and other utilities supplied to the Premises, together with any fees, surcharges and taxes thereon. If any such utility is not separately metered to Tenant, Tenant shall pay a reasonable proportion (to be determined by Landlord) of all charges of such utility jointly metered with other premises as part of Tenant’s Pro Rata Share of Operating Expenses or, in the alternative, Landlord may, at its option, monitor the usage of such utilities by Tenant and charge Tenant with the cost of purchasing, installing and monitoring such metering equipment, which cost shall be paid by Tenant as Additional Rent.

16.2.            Landlord shall not be liable for, nor shall any eviction of Tenant result from the failure to furnish any such utility or service due to Force Majeure. In the event of such failure, Tenant shall not be entitled to any abatement or reduction of Rent, nor shall Tenant be relieved from the operation of any covenant or agreement of this Lease.

16.3.            Tenant shall pay for, prior to delinquency of payment therefor, any utilities and services that may be furnished to the Premises during or, if Tenant occupies the Premises after the expiration or earlier termination of the Term, after the Term.

16.4.            Tenant shall not, without Landlord’s prior written consent, use any device in the Premises (including, without limitation, data processing machines) that will in any way (a) increase the amount of ventilation, air exchange, gas, steam, electricity or water beyond the existing capacity of the Building as proportionately allocated to the Premises based upon Tenant’s Pro Rata Share as usually furnished or supplied for the use set forth in Section 2.12 or (b) exceed Tenant’s Pro Rata Share of the Building’s capacity to provide such utilities or services.

16.5.            If Tenant shall require utilities or services in excess of those usually furnished or supplied for tenants in similar spaces in the Building by reason of Tenant’s equipment or extended hours of business operations, then Tenant shall first procure Landlord’s consent of Landlord for the use thereof, which consent Landlord may condition upon the availability of such excess utilities or services, and Tenant shall pay as Additional Rent an amount equal to the cost of providing such excess utilities and services.

16.6.            Utilities and services provided by Landlord to the Premises shall be paid by Tenant directly to the supplier of such utility or service.

16.7.            Landlord shall provide water in Common Areas for drinking and lavatory purposes only; provided , however , that if Landlord determines that Tenant requires, uses or consumes water for any purpose other than ordinary drinking and lavatory purposes, Landlord may install a water meter and thereby measure Tenant’s water consumption for all purposes. Tenant shall pay Landlord for the costs of such meter and the installation thereof and, throughout the duration of Tenant’s occupancy of the Premises, Tenant shall keep said meter and installation equipment in good working order and repair at Tenant’s sole cost and expense. If Tenant fails to

16

so maintain such meter and equipment, Landlord may repair or replace the same and shall collect the costs therefor from Tenant. Tenant agrees to pay for water consumed, as shown on said meter, as and when bills are rendered. If Tenant fails to timely make such payments, Landlord may pay such charges and collect the same from Tenant. Any such costs or expenses incurred, or payments made by Landlord for any of the reasons or purposes hereinabove stated, shall be deemed to be Additional Rent payment by Tenant and collectible by Landlord as such.

16.8.            Landlord reserves the right to stop service of the elevator, plumbing, ventilation, air conditioning and electric systems, when Landlord deems necessary or desirable, due to accident, emergency or the need to make repairs, alterations or improvements, until such repairs, alterations or improvements shall have been completed, and Landlord shall further have no responsibility or liability for failure to supply elevator facilities, plumbing, ventilation, air conditioning or electric service when prevented from doing so by Force Majeure or a failure by a third party to deliver gas, oil or another suitable fuel supply, or Landlord’s inability by exercise of reasonable diligence to obtain gas, oil or another suitable fuel. Without limiting the foregoing, it is expressly understood and agreed that any covenants on Landlord’s part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements of this Lease, or to perform any act or thing for the benefit of Tenant, shall not be deemed breached if Landlord is unable to furnish or perform the same by virtue of Force Majeure.

16.9.            Notwithstanding the provisions of Sections 16.2 or 16.8 to the contrary, in the event that Tenant is prevented from using, and does not use, the Premises or any portion thereof, for more than one (1) business day as a result of an interruption of, or failure to provide, any utilities or services as described in Sections 16.2 and 16.4 (“ Interruption of Service ”) caused by the grossly negligent or intentionally wrongful acts or omissions of Landlord or any agent, contractor or employee of Landlord, the Basic Annual Rent and Additional Rent shall be abated proportionately with the degree to which Tenant’s use of the Premises is impaired commencing from the day immediately following such one (1) business day period and continuing until the Interruption of Service has been remedied.

17.                     Alterations .

17.1.            Tenant shall make no alterations, additions or improvements in or to the Premises without Landlord’s prior written approval, which approval Landlord shall not unreasonably withhold; provided , however , that in the event any proposed alteration, addition or improvement affects (a) any structural portions of the Building, including exterior walls, roof, foundation or core of the Building, (b) the exterior of the Building or (iii) any Building systems, including elevator, plumbing, air conditioning, heating, electrical, security, life safety and power, then Landlord may withhold its approval with respect thereto in its sole and absolute discretion. Tenant shall, in making any such alterations, additions or improvements, use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written approval, which approval shall be in Landlord’s sole and absolute discretion. In seeking Landlord’s approval, Tenant shall provide Landlord, at least fourteen (14) days in advance of any proposed construction, with plans, specifications, bid proposals, work contracts, requests for laydown areas and such other information concerning the nature and cost of the alterations as Landlord may reasonably request. Notwithstanding the foregoing, Tenant may, without Landlord’s consent but upon prior written notice to Landlord, make non-structural alterations

17

and improvements to the interior of the Premises that do not affect the Building systems, provided that the cost does not exceed Fifty Thousand Dollars ($50,000) per each such alteration or improvement.

17.2.            Tenant shall not construct or permit to be constructed partitions or other obstructions that might interfere with free access to mechanical installation or service facilities of the Building, or interfere with the moving of Landlord’s equipment to or from the enclosures containing such installations or facilities.

17.3.            Tenant shall accomplish any work performed on the Premises or the Building in such a manner as to permit any fire sprinkler system and fire water supply lines to remain fully operable at all times.

17.4.            Any work performed on the Premises or the Building by Tenant or Tenant’s contractors shall be done at such times and in such manner as Landlord may from time to time reasonably designate. Tenant covenants and agrees that all work done by Tenant or Tenant’s contractors shall be performed in full compliance with Applicable Laws. Tenant shall provide Landlord with complete “as-built” drawing print sets and electronic CADD files on disc showing any changes in the Premises.

17.5.            Before commencing any work, Tenant shall give Landlord at least fourteen (14) days’ prior written notice of the proposed commencement of such work.

17.6.            All alterations, permanently attached equipment, fixtures, additions and improvements, subject to Section 17.8 , attached to or built into the Premises, made by either of the Parties, including, without limitation, all floor and wall coverings, built-in cabinet work and paneling, sinks and related plumbing fixtures, exterior venting fume hoods and walk-in freezers and refrigerators, ductwork, conduits, electrical panels and circuits, and all items paid for with the Tenant Improvement Allowance, shall, unless, prior to such construction or installation, Landlord elects otherwise at the time Landlord gives its approval of such alterations, additions or improvements, become the property of Landlord upon the expiration or earlier termination of the Term, and shall remain upon and be surrendered with the Premises as a part thereof.

17.7.            Tenant shall repair any damage to the Premises caused by Tenant’s removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if said space were otherwise occupied by Tenant.

17.8.            Tenant shall remove all of its personal property and trade fixtures (excluding any items paid for with the Tenant Improvement Allowance) from the Premises prior to the expiration of this Lease or promptly after the earlier termination of this Lease. If Tenant shall fail to remove any of such personal property or trade fixtures from the Premises prior to termination of this Lease (or, in the event of a termination pursuant to Section 22 or Section 23 hereof, within three (3) months following such termination), then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store said property without liability to Tenant for loss thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at private

18

sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and sale of said personal property. In the event of a termination of this Lease pursuant to Section 22 or Section 23 hereof, if Tenant has any personal property or trade fixtures (excluding any items paid for with the Tenant Improvement Allowance) in the Premises more than thirty (30) days after such termination, then commencing on the thirty-first (31st) day after such termination, Tenant shall pay a pro rata share of the Basic Annual Rent for that portion of the Premises containing such personal property or trade fixtures, which Basic Annual Rent shall be prorated for any partial months. Notwithstanding any other provision of this Section 17 to the contrary, in no event shall Tenant remove any improvement from the Premises as to which Landlord contributed payment, including, without limitation, the Tenant Improvements made pursuant to the Work Letter, without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion.

17.9.            Tenant shall pay to Landlord One Thousand Five Hundred Dollars ($1,500) plus Landlord’s reasonable out-of-pocket expenses to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision of all changes installed by Tenant or its contractors or agents, other than the initial Tenant Improvements. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills, invoices and statements covering the costs of such charges, accompanied by payment to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant or its contractors, or by reason of delays caused by such work, or by reason of inadequate clean-up.

17.10.      Within sixty (60) days after final completion of the Tenant Improvements (or any other alterations, improvement or additions performed by Tenant with respect to the Premises), Tenant shall submit to Landlord documentation showing the amounts expended by Tenant (other than funds that constitute the Tenant Improvement Allowance or Additional TI Allowance) with respect to such Tenant Improvements (or any other alterations, improvement or additions performed by Tenant with respect to the Premises), together with supporting documentation reasonably acceptable to Landlord.

18.                     Repairs and Maintenance .

18.1.            Landlord shall repair and maintain the structural and exterior portions and Common Areas of the Building and the Project, including, without limitation, roofing and covering materials, foundations, exterior walls, plumbing, fire sprinkler systems (if any), heating, ventilating, air conditioning, elevators, and electrical systems installed or furnished by Landlord. Any costs related to the repair or maintenance activities specified in this Section 18.1 shall be included as a part of Operating Expenses, unless such repairs or maintenance is required in whole or in part because of any negligent or wrongful act or omissions of Tenant, its agents, servants, employees or invitees, in which case Tenant shall pay to Landlord the cost of such repairs and maintenance.

18.2.            Except for services of Landlord, if any, required by Section 18.1 , Tenant shall at Tenant’s sole cost and expense keep the Premises and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted. Tenant shall, upon the expiration

19

or sooner termination of the Term, surrender the Premises to Landlord in as good of a condition as when received, ordinary wear and tear excepted. Landlord shall have no obligation to alter, remodel, improve, repair, decorate or paint the Premises or any part thereof, other than pursuant to the terms and provisions of Section 4 hereof.

18.3.            Landlord shall not be liable for any failure to make any repairs or to perform any maintenance that is an obligation of Landlord unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance. Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense.

18.4.            Repairs under this Section 18 that are obligations of Landlord are subject to allocation among Tenant and other tenants as Operating Expenses, except as otherwise provided in this Section 18 .

18.5.            This Section 18 relates to repairs and maintenance arising in the ordinary course of operation of the Building and the Project and any related facilities. In the event of fire, earthquake, flood, vandalism, war or similar cause of damage or destruction, Section 22 shall apply in lieu of this Section 18 .

19.                     Liens .

19.1.            Subject to the immediately succeeding sentence, Tenant shall keep the Premises, the Building and the Project free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Tenant further covenants and agrees that any mechanic’s lien filed against the Premises, the Building or the Project for work claimed to have been done for, or materials claimed to have been furnished to, shall be discharged or bonded by Tenant within twenty (20) days after the filing thereof, at Tenant’s sole cost and expense.

19.2.            Should Tenant fail to discharge or bond against any lien of the nature described in Section 19.1 , Landlord may, at Landlord’s election, pay such claim or post a bond or otherwise provide security to eliminate the lien as a claim against title, and Tenant shall immediately reimburse Landlord for the costs thereof as Additional Rent.

19.3.            In the event that Tenant leases or finances the acquisition of office equipment, furnishings or other personal property of a removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any Uniform Commercial Code financing statement executed by Tenant shall, upon its face or by exhibit thereto, indicate that such financing statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address of the Building be furnished on a financing statement without qualifying language as to applicability of the lien only to removable personal property located in an identified suite leased by Tenant. Should any holder of a financing statement executed by Tenant record or place of record a financing statement that appears to constitute a lien against any interest of Landlord or against equipment that may be located other than within an identified suite leased by Tenant, Tenant shall, within ten (10) days after filing such financing statement, cause (a) a copy of the lender security agreement or other documents to which the financing statement pertains to be furnished to Landlord to facilitate Landlord’s ability to

20

demonstrate that the lien of such financing statement is not applicable to Landlord’s interest and (b) Tenant’s lender to amend such financing statement and any other documents of record to clarify that any liens imposed thereby are not applicable to any interest of Landlord in the Premises, the Building or the Project.

20.                     Indemnification and Exculpation .

20.1.            Tenant agrees to indemnify, defend and save Landlord harmless from and against any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or judgments, and all reasonable expenses (including, without limitation, reasonable attorneys’ fees, charges and disbursements) incurred in investigating or resisting the same (collectively, “ Claims ”) arising from injury or death to any person or injury to any property occurring within or about the Premises, the Building or the Property arising directly or indirectly out of Tenant’s or Tenant’s employees’, agents’ or guests’ use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations hereunder, except to the extent caused by the willful misconduct or gross negligence of Landlord or any employee, agent or contractor of Landlord.

20.2.            Notwithstanding any provision of Section 20.1 to the contrary, Landlord shall not be liable to Tenant for, and Tenant assumes all risk of, damage to personal property or scientific research, including, without limitation, loss of records kept by Tenant within the Premises and damage or losses caused by fire, electrical malfunction, gas explosion or water damage of any type (including, without limitation, broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time. Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property as described in this Section 20.2 .

20.3.            Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the Building or the Project, or of any other third party, except to the extent caused by the willful misconduct or gross negligence of Landlord or any employee, agent or contractor of Landlord.

20.4.            Tenant acknowledges that security devices and services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses caused by criminal acts of third parties, and Tenant assumes the risk that any security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.

20.5.            The provisions of this Section 20 shall survive the expiration or earlier termination of this Lease.

21.                     Insurance; Waiver of Subrogation .

21.1.            Landlord shall maintain insurance for the Building and the Project in amounts equal to full replacement cost (exclusive of the costs of excavation, foundations and footings,

21

and without reference to depreciation taken by Landlord upon its books or tax returns) or such lesser coverage as Landlord may elect, provided that such coverage shall not be less than ninety percent (90%) of such full replacement cost or the amount of such insurance Landlord’s lender, mortgagee or beneficiary (each, a “ Lender ”), if any, requires Landlord to maintain, providing protection against any peril generally included within the classification “Fire and Extended Coverage,” together with insurance against sprinkler damage (if applicable), vandalism and malicious mischief. Landlord, subject to availability thereof, shall further insure, if Landlord deems it appropriate, coverage against flood, environmental hazard, earthquake, loss or failure of building equipment, rental loss during the period of repairs or rebuilding, workmen’s compensation insurance and fidelity bonds for employees employed to perform services. Notwithstanding the foregoing, Landlord may, but shall not be deemed required to, provide insurance for any improvements installed by Tenant or that are in addition to the standard improvements customarily furnished by Landlord, without regard to whether or not such are made a part of or are affixed to the Building. Any costs incurred by Landlord pursuant to this Section 21.1 shall constitute a portion of Operating Expenses.

21.2.            In addition, Landlord shall carry commercial general liability insurance with a single limit of not less than One Million Dollars ($1,000,000) for death or bodily injury, or property damage with respect to the Project. Any costs incurred by Landlord pursuant to this Section 21.2 shall constitute a portion of Operating Expenses.

21.3.            Tenant shall, at its own cost and expense, procure and maintain in effect, beginning on the Term Commencement Date or the date of occupancy, whichever occurs first, and continuing throughout the Term (and occupancy by Tenant, if any, after termination of this Lease) commercial general liability insurance with limits of not less than Two Million Dollars ($2,000,000) per occurrence for death or bodily injury and not less than One Million Dollars ($1,000,000) for property damage with respect to the Premises.

21.4.            The insurance required to be purchased and maintained by Tenant pursuant to this Lease shall name Landlord, BioMed Realty, L.P., BioMed Realty Trust, Inc., and their respective officers, employees, agents, general partners, members and Lenders (“ Landlord Parties ”) as additional insureds. Said insurance shall be with companies having a rating of not less than policyholder rating of A- and financial category rating of at least Class VIII in “Best’s Insurance Guide.” Tenant shall obtain for Landlord from the insurance companies or cause the insurance companies to furnish certificates of coverage to Landlord. No such policy shall be subject to cancellation or reduction or diminishment except after thirty (30) days’ prior written notice to Landlord from the insurer. All such policies shall be written as primary policies, not contributing with and not in excess of the coverage that Landlord may carry. Tenant’s policy may be a “blanket policy” that specifically provides that the amount of insurance shall not be prejudiced by other losses covered by the policy. Tenant shall, at least twenty (20) days prior to the expiration of such policies, furnish Landlord with renewals or binders. Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure said insurance on Tenant’s behalf and at its cost to be paid by Tenant as Additional Rent.

21.5.            Tenant assumes the risk of damage to any fixtures, goods, inventory, merchandise, equipment and leasehold improvements, and Landlord shall not be liable for injury

22

to Tenant’s business or any loss of income therefrom, relative to such damage, all as more particularly set forth within this Lease. Tenant shall, at Tenant’s sole cost and expense, carry (a) insurance on Tenant’s leasehold improvements providing protection against all risks of physical damage or loss and (b) such insurance as Tenant desires for Tenant’s protection with respect to personal property of Tenant or business interruption.

21.6.            In each instance where insurance is to name Landlord Parties as additional insureds, Tenant shall, upon Landlord’s written request, also designate and furnish certificates evidencing such Landlord Parties as additional insureds to (a) any Lender of Landlord holding a security interest in the Building or the Project, (b) the landlord under any lease whereunder Landlord is a tenant of the real property upon which the Building is located if the interest of Landlord is or shall become that of a tenant under a ground lease rather than that of a fee owner, and (c) any management company retained by Landlord to manage the Project.

21.7.            Landlord and Tenant each hereby waive any and all rights of recovery against the other or against the officers, directors, employees, agents and representatives of the other on account of loss or damage occasioned by such waiving party or its property or the property of others under such waiving party’s control, in each case to the extent that such loss or damage is insured against under any fire and extended coverage insurance policy that either Landlord or Tenant may have in force at the time of such loss or damage. Such waivers shall continue so long as their respective insurers so permit. Any termination of such a waiver shall be by written notice to the other party, containing a description of the circumstances hereinafter set forth in this Section 21.7 . Landlord and Tenant, upon obtaining the policies of insurance required or permitted under this Lease, shall gi