LEASE AGREEMENT

Paragraph  

Page

Addenda and Exhibits

Exhibit A -- Floor Plan of the Building

Exhibit B -- Tenant Improvement Space Plan / Furniture Layout

Exhibit C -- Commencement Date Memorandum

Exhibit D -- Rules & Regulations

Exhibit E -- Site Plan of the Complex

FULL SERVICE GROSS

DATED: NOVEMBER 13, 2006

LANDLORD:  ADAPTEC, INC., a Delaware corporation

TENANT: TECHNOCONCEPTS, INC., a Nevada corporation

1.     FUNDAMENTAL LEASE PROVISIONS.

A.   PREMISES: Approximately 6,709 square feet of leasable area in the building, commonly referred to as Suite 100 (5,460 rentable square feet) and the adjacent “Lab Space” (1,249 rentable square feet) and shown on the site plan attached as Exhibit A (the “Premises”), which building (“Building”) contains approximately 44,928 leasable square feet. The Building is located on a parcel of land in the County of Alameda, State of California, with a common address of 673 South Milpitas Boulevard, Milpitas, California 95035. The Building is located within a complex that consists of multiple buildings, together with related driveways, parking areas, and related fixtures and improvements (the “Complex”). A site plan of the Complex is attached hereto as Exhibit E .

B.   LEASE TERM: The period commencing on the Commencement Date (as defined in Paragraph 1.C) and expiring twenty-five (25) months thereafter. (Paragraph 5)

C.   COMMENCEMENT DATE: November 1, 2006 (Paragraphs 4.A and 5, Exhibit C)

D.   BASIC RENT: (Paragraph 4.A):  

E.   OPERATING EXPENSES: Operating Expenses for the Premises are currently estimated at $0.34/RSF/month, but shall be subject to annual reconciliation in accordance with Paragraph 9. (Paragraphs 4.E and 9)

F.    UTILITY COSTS. Utility Costs for the Premises are currently estimated at $0.20/RSF/mo, which amounts shall be reconciled annually to actual expenditures by Landlord in accordance with Paragraph 13. (Paragraphs 4.E and 13)

G.    ADDITIONAL RENT:   Estimated   Utility Costs and Operating Expenses, plus costs and expenses under Paragraphs 12, 13, 14, 15 and 16 and elsewhere in this Lease. (Paragraph 4.E)

H.    TENANT'S SHARE: Fourteen and Ninety-three one hundredths percent (14.93%) (Paragraph 4.E)

I.    PREPAID RENT: $7,591.23 for the first month of the Lease Term (an amount equal to One (1) month’s Basic Rent, plus one (1) month’s Estimated Operating Expenses). (Paragraph 4.H)

J.    BASIC RENT ADJUSTMENT: N/A. (Paragraph 4.B)

K.    SECURITY DEPOSIT: $8,423.82 (an amount equal to last month’s Basic Rent, plus one (1) month’s Estimated Operating Expenses) (Paragraph 4.G)

L.    PERMITTED USE: general office use, research and development, lab testing of electronic devices, and all legally related uses. (Paragraph 3)

M.    NUMBER OF PARKING SPACES: 3.5:1000 in common with other Complex occupants. (Paragraph 8)

N.    ADDRESSES FOR NOTICES AND PAYMENT OF RENT (Paragraphs 4.F and 36):

LANDLORD’S BROKER: N/A. (Paragraph 41)

Exhibit A -- Floor Plan of the Building

Exhibit B -- Tenant Improvement Space Plan / Furniture Layout

Exhibit C -- Commencement Date Memorandum

Exhibit D -- Rules & Regulations

Exhibit E -- Site Plan of the Complex

Each reference in this Lease to any of the provisions in this Paragraph 1 shall be construed to incorporate all of the terms of each such provision. In the event of any conflict between this Paragraph 1 and the balance of the Lease, the balance of the Lease shall control.

2.      PREMISES .  

A.   Premises. Landlord hereby leases to Tenant and Tenant hereby leases from Landlord for the Lease Term, at the Rent and upon the terms and conditions hereinafter set forth, that certain space ("Premises") within the Building as described in Paragraph 1.A. Said letting and hiring is upon and subject to the terms, covenants and conditions hereinafter set forth, and Tenant covenants as a material part of the consideration for this Lease to perform and observe each and all of said terms, covenants and conditions. This Lease is made upon the condition of such performance and observance.

B.   Improvements. Landlord agrees, at Landlord’s sole cost and expense, to provide for the design, construction drawings, all necessary permits and approvals, and alterations to demise the Lab Space as reflected on the space plan attached as Exhibit B   hereto and incorporated by reference, including:

C.   Square Footage. Landlord and Tenant conclusively agree that the statements of rentable square footage contained herein shall be deemed to be correct and binding upon the parties for all purposes under this Lease, even if subsequent measurements determine that one or more of such figures is incorrect. Notwithstanding the foregoing, Tenant may, at Tenant’s sole cost and expense, cause the Premises to be remeasured by an architect and if the actual square footage of the Premises differs from the square footage set forth herein by greater than five (5%) percent, Landlord and Tenant shall adjust the Rent accordingly. If, pursuant to the foregoing sentence, no adjustment of Rent is made on or before the thirtieth (30th) day after the Commencement Date, Tenant waives its right to such an adjustment.

3.      USE .   

A.   Limitations on Use. Tenant shall obtain any necessary permits and/or variances, at Tenant’s sole cost and expense. To Landlord’s Knowledge (as defined in Paragraph 46.K), as of the Commencement Date, the Premises and the Building meet all applicable codes for operation of the Building and contemplated use of the Premises as office space, including zoning, life safety, O.S.H.A. and Americans With Disabilities Act of 1990 (the "ADA"). Tenant shall use the Premises only in conformance with applicable governmental laws, regulations, rules and ordinances, including without limitation the ADA, and solely for the purpose specified in Paragraph 1.L and for no other purpose without the prior written consent of Landlord, which consent may be withheld and/or conditioned by Landlord in its sole and absolute discretion. Notwithstanding the previous sentence, nothing in this Lease Agreement shall be construed, and Tenant shall not be required, to pay the costs of any alterations or upgrades to the Building required under the ADA or equivalent state statutes (collectively, “ADA Improvements”), except to the extent that such ADA Improvements are “triggered” by (i) Tenant’s specific or unique use or occupancy of the Premises; or (ii) Tenant’s application for a building permit or any other governmental approval, in which event such ADA Improvements will be completed by Tenant at Tenant’s sole cost and expense. Except as provided by the preceding sentence, all such alterations or upgrades shall be preformed by the Landlord at the Landlord’s sole cost and expense, with the result that Tenant’s quiet enjoyment of the premises shall not be interrupted. Tenant shall not do or permit its employees, agents, contractors and invitees (the “Tenant’s Related Parties”) to do in or about the Premises or the Complex nor bring or keep or permit Tenant’s Related Parties to bring or keep in or about the Premises or the Complex anything which is prohibited by or will in any way increase the existing rate of (or otherwise affect) fire or any insurance covering the Premises or the Complex or any part thereof, or any of its contents, or will cause a cancellation of any insurance covering the Premises or the Complex or any part thereof, or any of its contents. Tenant shall not do or permit Tenant’s Related Parties to do anything in, on or about the Premises or the Complex which will in any way obstruct or interfere with the rights of other tenants or occupants of the Complex or injure or annoy them, or use or allow the Premises or Complex to be used for any improper, immoral, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises or the Complex. Tenant shall not operate any equipment within the Premises which will (i) materially damage the Building or the Common Area, (ii) overload existing electrical systems or other mechanical equipment servicing the Building, (iii) impair the efficient operation of the sprinkler system or the heating ventilating or air conditioning (“HVAC”) equipment within or servicing the Building, or (iv) damage, overload or corrode the sanitary sewer system. Any dust, fumes, or waste products generated by Tenant’s use of the Premises shall be contained and disposed so that they do not (i) create an unreasonable fire or health hazard, (ii) damage the Premises, or (iii) result in the violation of any Laws. No sale by auction shall be permitted on the Premises or in the Complex of any kind, including, without limitation, any public or private auction, fire sale, going-out-of-business sale, distress sale or other liquidation sale. Tenant shall not place any loads upon the floors, walls, or ceiling, which endanger the structure, or place any harmful fluids or other materials in the drainage system of the Building therein, or overload existing electrical or other mechanical systems.

B.   Outside Areas. No waste materials or refuse shall be dumped upon or permitted to remain upon any part of the Premises or outside of the Premises, except in trash containers placed inside exterior enclosures designated by Landlord for that purpose or inside of the Building proper where designated by Landlord. No materials, supplies, equipment, finished products or semi-finished products, raw materials or articles of any nature shall be stored upon or permitted to remain outside the Premises. No loudspeaker or other device, system or apparatus which can be heard outside the Premises shall be used in or at the Premises without the prior written consent of Landlord. Tenant shall not commit or suffer to be committed any waste in or upon the Premises.

C.   Compliance with Rules and Regulations. Tenant shall comply with any covenants, conditions, or restrictions ("CC&R's") affecting the Premises, as the same may hereafter be amended from time to time, as well as the rules and regulations promulgated by Landlord (the "Rules and Regulations"), a copy of such Rules and Regulation is attached as Exhibit D . Landlord reserves the right to reasonably amend such Rules and Regulations from time to time as Landlord may deem appropriate, which amendment shall be binding upon Tenant upon delivery of a copy thereof to Tenant, provided that in the event of a conflict between this Lease and the Rules and Regulations, this Lease shall prevail. Tenant shall use reasonable efforts to cause Tenant’s Related Parties to cooperate in observance of such Rules and Regulations, as the same may be amended from time to time. The provisions of this Paragraph are for the benefit of Landlord only and shall not be construed to be for the benefit of any tenant or occupant of the Complex. Landlord shall not be responsible for the violation by any other tenant or occupant of the Complex of the Rules and Regulations.

4.      RENT

A.   Basic Rent.   Tenant agrees to pay to Landlord the sum set forth in Paragraph 1.D hereof as "Basic Rent", in lawful money of the United States of America, without deduction, offset, prior notice, or demand, on the first day of every calendar month of the Lease Term, and Landlord agrees to accept such sum as Basic Rent for the Premises.

B.   Prepaid Rent . Concurrently with Tenant's execution of this Lease, Tenant shall pay to Landlord the sum specified in Paragraph 1.I as prepaid Rent for the months designated therein.

C.   Partial Months.   In the event that the Lease Term commences on a date other than the first day of a calendar month, on the Commencement Date Tenant shall pay to Landlord as Basic Rent for the period from such Commencement Date to the first day of the first full calendar month that proportion of the monthly Basic Rent hereunder which the number of days between such Commencement Date and the first day of the next succeeding calendar month bears to thirty (30), and such partial first month shall not be counted when computing the number of months in the term of this Lease. In the event that the Lease Term is terminated for any reason on a date other than the last day of a calendar month, on the first day of the last calendar month of the Lease Term Tenant shall pay to Landlord as Basic Rent for the period from said first day of said last calendar month to and including the last day of the Lease Term that proportion of the monthly Basic Rent hereunder which the number of days between said first day of said last calendar month and the last day of the term hereof bears to thirty (30).

D.   Late Charge.   Tenant acknowledges that late payment by Tenant to Landlord of Rent (as defined below) under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which is extremely difficult or impracticable to determine. Notwithstanding any other provision of this Lease, if Tenant is delinquent in the payment of Rent as set forth in this Paragraph 4, or any part thereof, Tenant agrees to pay Landlord, in addition to the delinquent Rent due, a late charge for each Rent payment which is not received by Landlord within ten (10) days after due date for such payment, it being understood that postmarking a payment by such deadline shall not be sufficient to meet this requirement. Said late charge shall be ten percent (10%) of the delinquent Rent payment.

E.   Additional Rent. Beginning with the Commencement Date, Tenant shall pay to Landlord in addition to the Basic Rent and as Additional Rent the following additional amounts:

(3)   All charges, costs and expenses that Tenant is required to pay under this Lease, together with all interest and penalties, costs and expenses including without limitation attorneys' fees and legal expenses, that may accrue thereto in the event of Tenant's failure to pay such amounts, and all damages, reasonable costs and expenses which Landlord may incur by reason of default of Tenant or failure on Tenant's part to comply with the terms of this Lease. In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent, at the option of Landlord, directly to the designated recipient thereof, as and when such amounts are due, in accordance with statements or invoices presented to Tenant. The obligations of Tenant under this Paragraph shall survive the expiration or other termination of this Lease.

In the event of nonpayment by Tenant of Additional Rent, Landlord shall have all the rights and remedies with respect thereto as Landlord has for nonpayment of Basic Rent. The Additional Rent due hereunder shall be paid to Landlord or Landlord's agent, at the option of Landlord, directly to the designated recipient thereof, as and when such amounts are due, in accordance with statements or invoices presented to Tenant. The obligations of Tenant under this Paragraph shall survive the expiration or other termination of this Lease.

F.   Place of Payment of Rent. All Basic Rent hereunder and all payments hereunder for Additional Rent shall be paid to Landlord at the address of Landlord as specified in Paragraph 1.N or such other place as Landlord may from time to time designate in writing. It shall be Tenant’s responsibility to ensure that all Rent payments are mailed or sent in time for Landlord to receive them by the specified deadline, and Landlord shall not be responsible for any delays in delivery of payments by mail or otherwise.

G.   Security Deposit .  Concurrently with the execution of this Lease, Tenant shall deposit with Landlord the sum specified in Paragraph 1.K hereof, as security for the performance by Tenant of its obligations under this Lease, and not as prepayment of rent (the "Security Deposit"). Landlord may from time to time apply such portion of the Security Deposit as is necessary for the following purposes. (i) to remedy any default by Tenant in the payment of Rent; (ii) to repair damage to the Premises caused by Tenant; (iii) to clean the Premises upon the expiration or sooner termination of the Lease; and/or (iv) to remedy any other default of Tenant to the extent permitted by Law, including, without limitation, on account of damages owing to Landlord under Section 25, and, in this regard, Tenant hereby waives any restriction on the uses to which the Security Deposit may be put contained in California Civil Code Section 1950.7. In the event the Security Deposit or any portion thereof is so used, Tenant agrees to pay to Landlord promptly upon demand an amount in cash sufficient to restore the Security Deposit to the full original amount. Landlord shall not be deemed a trustee of the Security Deposit, may use the Security Deposit in business, and shall not be required to segregate it from its general accounts. Tenant shall not be entitled to any interest on the Security Deposit. If Landlord transfers the Premises during the Lease Term, Landlord may pay the Security Deposit to any transferee of Landlord's interest in conformity with the provisions of California Civil Code Section 1950.7 and/or any successor statute, in which event the transferring Landlord will be released from all liability for the return of the Security Deposit. If Tenant performs every provision of this Lease to be performed by Tenant, the unused portion of the Security Deposit shall be returned to Tenant (or the last assignee of Tenant's interest under this Lease) within thirty (30) days following the expiration or sooner termination of this Lease and the surrender of the Premises by Tenant to Landlord in accordance with the terms of this Lease; provided, however, if this Lease is terminated following an Event of Default, the unpaid portion of the Security Deposit, if any, shall be returned to Tenant two (2) weeks after final determination of all damages due Landlord, and, in this respect, the provisions of California Civil Code Section 1950.7 are hereby waived by Tenant.

H.   Prepaid Rent.   Concurrently with Tenant's execution of this Lease, Tenant shall pay to Landlord the sum specified in Paragraph 1.I as prepaid Rent for the months designated therein.

I.   Definition of Rent. The term "Rent" as used in this Lease shall mean Basic Rent, Additional Rent, and any and all other sums, however designated, required to be paid by Tenant under this Lease, whether payable to Landlord or third parties.

J.   Additional Rights of Landlord. In addition to any late payment or interest charges payable to Landlord hereunder and any other rights or remedies that Landlord may have under this Lease or applicable law, all of which rights and remedies shall be cumulative, Tenant, as a material part of the consideration for this Lease, hereby agrees as follows:

(1)   If Tenant makes any payment under this Lease by check and such check is dishonored or otherwise returned unpaid to Landlord due to insufficient funds, then Landlord, at its option, may require Tenant to make all future payments under this Lease by cashier's check or wire transfer in accordance with wiring instructions given to Tenant by Landlord.

(2)   If Landlord fails to receive any payment that Tenant is required to make under this Lease when due and Landlord thereafter, and prior to receiving such payment, proceeds to serve a "3-Day Notice" or similar notice to Tenant as permitted under Section 1162 of the California Code of Civil Procedure, then in each such instance, and regardless of whether Tenant thereafter makes such payment, Tenant shall pay to Landlord, upon demand, as Additional Rent, an administrative charge in the amount of $250. Tenant acknowledges that such charge constitutes liquidated damages and not a penalty and represents a reasonable estimate of the additional administrative costs that Landlord will incur in serving such notice.

(3)   If Landlord fails to receive any payment that Tenant is required to make under this Lease within ten (10) days after the due date for such payment, and such delinquency occurs on three (3) separate occasions, then Landlord, at its election, exercisable by one or more written notices to Tenant at any time after the third such delinquency, may require any or all of the following: (i) that all future payments of Basic Rent be paid three (3) months in advance; and (ii) that the Security Deposit specified in Paragraph 1.K be immediately increased by one hundred percent (100%), in which event Tenant shall, within ten (10) days after written demand therefor, deposit such additional amount in cash with Landlord.

5.      TERM.     The term of this Lease (the “Lease Term”) shall be for the period of time specified in Paragraph 1.B (unless sooner terminated as provided for in this Lease) and shall commence on the commencement date ("Commencement Date") described in Paragraph 1.C. Within 10 days following the Commencement Date, Tenant will execute and deliver to Landlord a certificate substantially in the form of Exhibit C .

6.      POSSESSION .   If for any reason Landlord cannot deliver possession of the Premises to Tenant on or before December 1, 2006 (“Possession Date”), Landlord shall not be subject to any liability therefore, nor shall Landlord or Landlord’s agents be liable to Tenant for any loss or damage resulting therefrom, and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder, but, in such case, Tenant shall not be obligated to pay Basic Rent or Additional Rent until the possession of the Premises has been delivered. Notwithstanding the foregoing, the period of delay shall not exceed 45 days from the Possession Date (except those delays caused by Acts of God, strikes, war, governmental bodies, and weather shall be excluded in calculating such period), in which instance Tenant, at its option, may, by written notice to Landlord within ten (10) days after the end of the 45-day period, terminate this Lease and the parties shall have no further liability thereafter accruing under this Lease after Landlord has returned the Prepaid Rent and Security Deposit (subject to Landlord’s rights under Paragraph 4.G) to Tenant.

7.      COMMON AREAS .    

A.   Use. Subject to the terms and conditions of this Lease and any Rules and Regulations, Tenant shall have the non-exclusive right in common with other occupants of the Building and/or Complex, to use the access roads, parking areas, and facilities provided and designated by Landlord for the general use and convenience of the occupants of the Building and/or the Complex, which areas and facilities are referred to herein as "Common Areas". This right shall terminate upon the termination of this Lease. Tenant shall be entitled to utilize oil change facilities, ATM machines, dry cleaning services, film developing and other concierge services, all on a pay as you go basis, so long as the same services continue to be offered to Landlord’s employees and Tenant has access to the areas in the Complex where such services are offered. Any rights to use other amenities including the fitness equipment and cafeteria will be detailed under a separate license agreement.

B.   Control by Landlord. Landlord shall at all times have exclusive control of the Common Areas. Landlord shall have the right, exercisable in its sole and absolute discretion and without the same constituting an actual or constructive eviction and without entitling Tenant to any abatement of Rent, to: (i) temporarily close the Common Areas to perform necessary maintenance; (ii) change the shape, size, location and extent of the Common Areas; (iii) make changes to the Common Areas, including, without limitation, changes in the location of driveways, entrances, passageways, doors and doorways, elevators, stairs, restrooms, exits, parking spaces, parking areas or sidewalks; or (iv) remove unauthorized persons from the Complex. Tenant shall keep the Common Areas clear of all obstructions created or permitted by Tenant. In exercising any such rights regarding the Common Areas, (i) Landlord shall make a reasonable effort to minimize any disruption to Tenant’s business, and (ii) Landlord shall not exercise its rights to control the Common Areas in a manner that would materially interfere with Tenant’s use of the Premises without first obtaining Tenant’s consent, which consent shall not be unreasonably withheld, conditioned or delayed.

C.   Services Room. Tenant is informed and acknowledges that the telephone and computer services to the Premises (by way of cables from the existing Furniture) are cabled to a services room within the Common Area of the Building (the “Services Room”) referred to as Room Nos. 1146, 1152 and 1254. Pursuant to the terms of Subparagraph 13.C (Other Services), Tenant shall have the right to install its telecommunications equipment in the Services Room. Since all tenants of the Building shall have the right to install equipment in the Services Room, access to the Services Room shall be granted to Tenant by phoning the Facilities Hotline (during business hours) or on-site security personnel (after normal business hours) or any other reasonable notification procedure established by Landlord to grant such access.

8.      PARKING .  Subject to the terms and conditions of this Lease and subject to the Rules and Regulations, Tenant shall have the non-exclusive right, in common with other tenants or occupants of the Complex, to use the common parking areas of the Complex. Neither Tenant nor Tenant's employees, agents, representatives and/or invitees shall use parking spaces in excess of said number of spaces allocated to Tenant hereunder. Landlord shall have the right (but not the obligation), at Landlord's sole discretion, to designate the specific location of Tenant's parking spaces within the common parking areas of the Complex. Landlord shall also have the right to implement a system of parking charges, vouchers, fines or other parking control fees to be paid by Tenant and/or the users of the Complex, if so required by any governmental agency having jurisdiction over the Complex or if required to meet parking programs mandated by government.

Tenant shall not, at any time, park, or permit to be parked, any trucks or vehicles adjacent to the loading areas so as to interfere in any way with the use of such areas, nor shall Tenant at any time park, or permit the parking of Tenant's trucks or other vehicles or the trucks and vehicles of Tenant's suppliers or others, in any portion of the common area not designated by Landlord for such use by Tenant. Tenant shall not park nor permit to be parked, any inoperative vehicles or equipment on any portion of the parking area or outside areas of the Complex, or use the same for storage. Tenant agrees to assume responsibility for compliance by its employees with the parking provisions contained herein.

Tenant hereby authorizes Landlord at Tenant's sole expense to tow away from the Complex any vehicle belonging to Tenant or Tenant's employees parked in violation of these provisions, or to attach violation stickers or notices to such vehicles and levy fines for such violations. Landlord shall have no obligation to Tenant to police the parking areas or enforce any private or public parking restrictions, which enforcement shall be at Landlord's sole and absolute discretion.

9.      EXPENSES OF OPERATION AND MAINTENANCE OF THE COMPLEX . As Additional Rent and in accordance with Paragraph 4.E., Tenant shall pay to Landlord the amounts set forth in Paragraph 1.E as the estimated cost of Tenant's Share of all expenses of operation, management, maintenance and repair of the Building (including Common Areas of the Building) and of the exterior Common Areas   (collectively, the “Operating Expenses”). Without limiting the generality of the foregoing, Operating Expenses shall include, but not be limited to, exterior landscape, common utilities including water, sewer, gas and electricity, common trash services, pest control, security support and badge programming and property management, repair and maintenance of the security hardware, repair and maintenance of the parking areas, repair, maintenance and replacement of roof and roof membrane, foundation, exterior walls and other building structural components, exterior glass and windows, fire protection, fire sprinkler systems and fire extinguishers, interior and exterior doors, plumbing systems, drainage systems, electrical systems, ballast and lamp replacement, and mechanical and HVAC systems (excluding Supplemental HVAC, as described in Paragraph 12). HVAC shall be supplied to the Premises between the hours of 7 AM and 6 PM, Monday through Friday, and 9 AM to 1 PM on Saturday, excluding national holidays. Annually, Landlord shall reconcile the actual Operating Expenses as compared to the estimated payments made throughout the preceding calendar year. There shall be an adjustment between Landlord and Tenant for any over or under payment of such Operating Expenses for the preceding calendar year, with payment to Landlord or credit to Tenant against the next installment of Rent (or refund following the expiration of the Lease Term), as the case may require, within ten (10) days after Landlord’s delivery of such reconciliation to Tenant.

10.      ACCEPTANCE AND SURRENDER OF PREMISES .  Landlord shall deliver the Premises to Tenant with the plumbing, electrical and mechanical systems in good working order and repair. Subject to Paragraphs 26 (Destruction) and 27 (Eminent Domain), Tenant agrees on the last day of the Lease Term, or on the sooner termination of this Lease, to surrender the Premises promptly and peaceably to Landlord in good condition and repair (normal wear and tear excepted), with all interior walls painted, or cleaned so that they appear freshly painted, and repaired and replaced, if damaged; all floors cleaned and waxed; all carpets cleaned and shampooed together with all alterations, additions, and improvements which may have been made in, to, or on the Premises (except movable trade fixtures installed at the expense of Tenant); provided, however, that Tenant shall ascertain from Landlord within thirty (30) days before the end of the Lease Term whether Landlord desires to have the Premises or any part or parts thereof restored to their condition and configuration as when the Premises were delivered to Tenant and if Landlord shall so desire, then Tenant shall restore said Premises or such part or parts thereof before the end of this Lease at Tenant's sole cost and expense. Tenant, on or before the end of the Lease Term or sooner termination of this Lease, shall remove all of Tenant's personal property and trade fixtures from the Premises, and all property not so removed on or before the end of the Lease Term or sooner termination of this Lease shall be deemed abandoned by Tenant and title to same shall thereupon pass to Landlord without compensation to Tenant. Landlord may, upon termination of this Lease, remove all moveable furniture and equipment so abandoned by Tenant, at Tenant's sole cost, and repair any damage caused by such removal at Tenant's sole cost. If the Premises are not surrendered at the end of the term or sooner termination of this Lease, Tenant shall indemnify Landlord against loss or liability resulting from the delay by Tenant in so surrendering the Premises including, without limitation, consequential damages to Landlord caused, in whole or in part, by such delay. Nothing contained herein shall be construed as an extension of the term hereof or as a consent of Landlord to any holding over by Tenant. The voluntary or other surrender of this Lease or the Premises by Tenant or a mutual cancellation of this Lease shall not work as a merger and, at the option of Landlord, shall either terminate all or any existing subleases or operate as an assignment to Landlord of all or any such subleases.

11.      ALTERATIONS AND ADDITIONS . Tenant shall not make, or suffer to be made, any alteration or addition to the Premises or the Building, or any part thereof, or make any installations (of satellite dishes or other equipment or fixtures) on the roof or other exterior portions of the Building, without the prior written consent of Landlord. All work with respect to any alteration, addition or exterior installation shall be done in a good and workmanlike manner, shall be under the supervision of a competent architect or competent licensed structural engineer approved by Landlord, and shall be made in accordance with all applicable laws, ordinances, codes and regulations related thereto and the plans and specifications with respect thereto shall be approved in writing by Landlord before commencement of work. Landlord's approval of Tenant's plans and specification shall create no responsibility or liability on the part of Landlord for their completeness, design sufficiency or compliance with governmental laws, rules or regulations.

Tenant agrees that it will not proceed to make such alterations, additions or installations without having obtained consent from Landlord to do so, and until ten (10) days after the receipt of such consent, in order that Landlord may post appropriate notices to avoid any liability to contractors or material suppliers for payment for Tenant's improvements. Tenant will at all times permit such notices to be posted and to remain posted until the completion of work. Tenant further covenants and agrees that any mechanic's lien filed against the Premises or against the Complex for work claimed to have been done for, or materials claimed to have been furnished to, Tenant will be discharged by Tenant, by bond or otherwise, within ten (10) days after the imposition thereof, at the cost and expense of Tenant. Any exceptions to the foregoing must be made in writing and executed by both Landlord and Tenant. Upon completion of the work, Tenant shall file a Notice of Completion as permitted by law in the Office of the County Recorder where the Premises is located.

Any addition to, or alteration of, the Premises, except moveable equipment and trade fixtures owned by Tenant, shall at once become a part of the Premises and belong to Landlord. Tenant shall retain title to all moveable equipment, satellite dishes and trade fixtures placed in or upon the Premises or the Building by Tenant. All heating, lighting, electrical, air conditioning, floor to ceiling partitioning, drapery, carpeting, and floor installations made by Tenant, together with all property that has become an integral part of the Premises, shall not be deemed trade fixtures.

12.      MAINTENANCE AND REPAIR OF THE PREMISES . So long as no Event of Default (as defined in Paragraph 24) has occurred, which remains uncured beyond the applicable cure period (if any) set forth in this Lease, Landlord shall, subject to reimbursement from Tenant in accordance with Paragraph 9, maintain and repair the Premises and the Building in good condition and state of repair, except to the extent of any non insured damage (or deductible portion of any insured damage) (subject to Paragraph 17(B)) that is the result of the negligence or willful act of Tenant or Tenant’s Related Parties, in which case Tenant shall be liable for the repair at Tenant's sole cost and expense. Landlord shall have no obligation to make repairs under this Paragraph (except for routine preventative maintenance) until a reasonable time after receipt of notice from Tenant of the need for such repairs. Landlord shall provide on-call facilities maintenance support (“Facilities Hotline”) for responding to Tenant’s maintenance, repair and emergency facilities needs. The Facilities Hotline shall be attended by Landlord’s employees Monday-Friday from 8:00 AM to Noon and from 1:00 PM to 5:00 PM, with emergency response available 24 hours a day via communication through the on-site security personnel. Response times to Tenant shall be consistent with those response times for Landlord’s employees and other Complex tenants and Landlord reserves the right to modify or cancel the provision of the Facilities Hotline at any time and for any reason at Landlord’s sole discretion, upon thirty (30) days written notice. In no event shall any payments owed by Tenant under this Lease be abated on account of Landlord's failure to make repairs under this Paragraph. Notwithstanding the foregoing, in the event of a necessary repair to the Premises which, if not repaired, has the potential for causing damage to property or injury to persons, and Landlord has not responded to Tenant’s request for such repair within one (1) hour, then Tenant shall have the right to contact the service provider designated by Landlord to complete such repair, which services shall be billed directly to Landlord. Landlord shall provide to Tenant a list of its designated service providers prior to the Commencement Date. Tenant hereby waives all statutory rights to make repairs for or at the expense of Landlord.

Notwithstanding the foregoing, Tenant acknowledges and agrees that Tenant shall be solely responsible for the maintenance and repair of the dedicated 5-ton HVAC unit, which unit shall be available for service 24 hours a day, 7 days a week, and shall support the Lab Space (the “Supplemental HVAC”). During the Lease Term, Tenant shall be required to contract for and maintain a maintenance and service contract for such Supplemental HVAC unit with a provider approved by Landlord, and shall provide Landlord with a copy of such contract within thirty (30) days after the Commencement Date and at such other times as Landlord requests.

13.      UTILITY AND OTHER SERVICES PROVIDED BY LANDLORD . 

A.   Janitorial Services. Landlord shall provide, during the Lease Term, janitorial services to the common areas and the Premises consistent with the specifications followed by Landlord in its owned/occupied buildings. Such janitorial services shall include, but not be limited to, vacuuming and trash removal. Tenant’s Share of the cost of janitorial service shall be paid to Landlord in accordance with Paragraph 9 of this Lease.

B.   Utilities. As Additional Rent and in accordance with Paragraph 4.E., Tenant shall pay to Landlord the amounts set forth in Paragraph 1.F as the estimated cost of water, gas, electricity, sewer service, and waste pick-up for the Premises, Tenant’s Share of the Common Areas within the Building and Tenant’s share of the parking areas surrounding the Building (collectively, the “Utility Costs”). Annually, Landlord shall reconcile the actual expenses for Utility Costs as compared to the estimated payments made throughout the preceding calendar year. There shall be an adjustment between Landlord and Tenant for any over or under payment of such Utility Costs for the preceding calendar year, with payment to Landlord or credit to Tenant against the next installment of Rent (or refund following the expiration of the Lease Term), as the case may require, within ten (10) days after Landlord’s delivery of such reconciliation to Tenant.

Tenant is informed and acknowledges that electricity to the Building is not separately metered to each premises. In order to comply with the requirements of the City of Milpitas and for life safety purposes, Tenant acknowledges that the Building is equipped with a master switch for electrical current to the entire Building. In emergency situations, Tenant acknowledges and agrees that emergency personnel may, for life safety purposes, cut off electricity to the entire Building.

If at any time the Building is not at least 85% occupied or Landlord is not supplying utilities (as described in this subparagraph) to at least 85% of the rentable areas of the Building during an entire calendar year, then Landlord may adjust actual Utility Costs to Landlord's estimate of that amount which would have been paid or incurred by Landlord as Utility Costs s had the Building been 85% occupied or serviced, and the Utility Costs as so adjusted shall be deemed to be the actual Utility Costs for such calendar year.

C.   Other Services. Tenant shall pay, directly to the provider of such services, as the same shall become due, all charges for telephone, telex and other electronic communications service, and any other utilities, materials or services (including engineering and/or space planning/coordination) furnished directly to or used by Tenant on or about the Premises during the Lease Term. Tenant shall pay for any and all telecommunication or other utility system modifications or additions which it may require and which Landlord expressly agrees to provide pursuant to the terms of this Lease or any subsequent written agreement; provided, however, that nothing in this Lease shall require Landlord to provide, modify or install any utility system or utility system component for Tenant's use except to the extent that the same is required by law or by an express written agreement between Landlord and Tenant.

D.   Interruption of Service. Except as provided in Paragraph 18 of this Lease, Landlord shall not be liable for, and Tenant shall not be entitled to, any abatement or reduction of Rent or other compensation by reason of any interruption or failure of utility services to the Premises under this Paragraph 13, including, but not limited to, interruption due to emergency situations or as necessary to install or repair facilities anywhere in the Building.

E.   Reservation of Rights. Landlord reserves the right to change providers of any and all services at its sole discretion.

14.      SECURITY/COMMON AREA. During the Lease Term, Tenant shall be entitled to use all existing security hardware, as currently located in the Building and the Premises (the “Security System”), and shall be granted access to the Premises via the exterior badge readers 24X7. The Security System shall at all times remain the property of Landlord, and may be used by Tenant during the Lease Term without additional charge. Any new equipment installations with respect to the Security System will constitute accessions and shall become part of the Security System and shall be owned by Landlord. Such installations shall be paid for by Tenant and Tenant shall use Landlord’s normal installation vendor for all such service so long as the cost of such services provided by Landlord’s vendor are reasonable and customary. Landlord shall be responsible for fire extinguisher maintenance, storm water runoff filing, Premises door checks, monitoring cameras and alarms, responding to alarm calls (to the same degree that Landlord currently responds to alarm calls in areas occupied by its own employees and other Complex tenants), and maintenance of badging system as well as issuance of employee/contractor badges at a cost of $10.00 per new or replacement badge issued; provided, however, the initial supply of security badges for Tenant’s existing employees as of the Commencement Date shall be free of charge. Landlord’s Security Command Center will provide passport photo service to Tenant’s employees and building to car escort so long as it is offering that same service to Landlord’s employees. Notwithstanding anything to the contrary in this Lease, Landlord makes no warranty or representation of any kind whatsoever with regard to the Security System or the services provided under this Paragraph 14, including without limitation their quality, adequacy, efficacy or appropriateness. Landlord’s provision of the Security System is subject to the terms of Section 18 of this Lease. Landlord may, at Landlord’s election, for any reason or for no reason whatsoever, make modifications to the Security System, monitoring process and/or terminate the provision of the Security System at any time upon thirty (30) days written notice to Tenant. Should modifications/termination be made by Landlord, Operating Expenses shall be adjusted accordingly.

The Security System (and badges to operate the same) shall secure building perimeter access only. Tenant acknowledges that doors accessing the Premises from the Common Area as well as doors to offices within the Premises shall be secured with keyed locks only. Landlord shall provide Tenant with a reasonable number of keys to all such locks, which keys must be returned to Landlord by Tenant at the expiration or earlier termination of the Lease.

15.      TAXES .

A.   Taxes Payable by Landlord. Landlord shall pay for any and all real property taxes and assessments levied or imposed against the Premises, Building and/or Complex. Tenant’s Share of such real property taxes and assessments shall be paid to Landlord in accordance with Paragraph 9 of this Lease.

This obligation shall survive the expiration or earlier termination of this Lease, and if any Real Property Taxes are imposed by the County Assessor or other governmental authority for the period of time constituting the Lease Term, whether or not Landlord is billed for the same during the Lease Term, Tenant shall pay Tenant’s Share of such Real Property Taxes when they are ultimately billed. The term "Real Property Taxes," as used herein, shall mean (i) all taxes, assessments, levies and other charges of any kind or nature whatsoever, general and special, foreseen and unforeseen (including all installments of principal and interest required to pay any general or special assessments for public improvements and any increases resulting from reassessments caused by any new improvements or any change in ownership of the Complex) now or hereafter imposed by any governmental or quasi-governmental authority or special district having the direct or indirect power to tax or levy assessments, which are levied or assessed against, or with respect to the value, occupancy or use of, all or any portion of the Complex (as now constructed or as may at any time hereafter be constructed, altered, or otherwise changed) or Landlord's interest therein; any improvements located within the Complex (regardless of ownership); the fixtures, equipment and other property of Landlord, real or personal, that are an integral part of and located in the Complex; or parking areas, public utilities, or energy within the Complex; (ii) all charges, levies or fees imposed by reason of environmental regulation or other governmental control of the Complex (excluding investigation and remediation costs); and (iii) all costs and fees (including attorneys' fees) incurred by Landlord in contesting any Real Property Tax and in negotiating with public authorities as to any Real Property Tax. If at any time during the term of this Lease the taxation or assessment of the Complex prevailing as of the commencement date of this Lease shall be altered so that in lieu of or in addition to any Real Property Tax described above there shall be levied, assessed or imposed (whether by reason of a change in the method of taxation or assessment, creation of a new tax or charge, or any other cause) an alternate or additional tax or charge (i) on the value, use or occupancy of the Complex or Landlord's interest therein or (ii) on or measured by the gross receipts, income or rentals from the Complex, on Landlord's business of leasing the Complex, or computed in any m