SECOND AMENDMENT TO MASTER LEASE AGREEMENT

THIS SECOND AMENDMENT TO MASTER LEASE AGREEMENT ( “ Second Amendment ” ) is entered into as of April 8, 2008 between HCP SSF, LLC (formerly known as SLOUGH SSF, LLC), a Delaware limited liability company ( “ Landlord ” ), and GENENTECH, INC., a Delaware corporation ( “ Tenant ” ), with reference to the following facts:

A.   Landlord and Tenant are parties to a Master Lease Agreement dated as of November 1, 2004 (the " Master Lease Agreement " ), as amended by a First Amendment dated as of October 2, 2006 (the " First Amendment " ) (collectively, the “ Agreement ” ) which provides for, among other things, the construction of eight office and/or research and development buildings at the Britannia East Grand Business Park (the “ Center ” ), a stand-alone child care center in the northwestern corner of the Center (the “ Child Care Center ” ), and two parking structures.  Terms used as defined terms in this Second Amendment but not expressly defined herein shall have the meanings assigned to such terms in the Agreement.

B.   As a result of certain elections made by Tenant under the Agreement, Tenant has become responsible for complying with the requirements under the Development Agreement to which the Center is subject (as amended from time to time, the “ Development Agreement ” ) relating to the construction of the Child Care Center.  In connection therewith, Tenant has requested that Landlord cooperate with Tenant in seeking the City of South San Francisco's ( " City's " ) approval to defer the requirement that the Child Care Center be constructed at the Center, and Landlord is willing to do so, all as more particularly set forth in this Second Amendment.

NOW, THEREFORE, in consideration of the mutual obligations set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord and Tenant agree as follows:

1.            Child Care Center .  Landlord agrees to fully cooperate with Tenant in seeking the City's approval to allow Tenant, at its election, to defer the requirement that the Child Care Center be constructed at the Center.  Such cooperation shall be at no cost or expense to Landlord; however, Landlord shall not accept conditions of approval of such deferral without Tenant’s prior approval.  Landlord and Tenant shall each include the other (or at least offer the other a reasonable opportunity to participate) in any discussions and hearings with the City regarding such deferral.  In the event that the City approves such deferral, so long as such deferral shall remain in effect, Tenant’s obligation to construct the Child Care Center in compliance with the requirements of the Development Agreement shall likewise be deferred by Landlord.  If the City fails or refuses to grant such deferral, or if the City defers such requirement and such deferral shall thereafter cease during the term of the Agreement for any reason (including, but not limited to, any such cessation by reason of the expiration or termination of Tenant’s occupancy of one or more Buildings in the Center, for which purpose Tenant’s obligations under this Paragraph 1 shall survive any termination of the Agreement), or if Tenant otherwise elects (notwithstanding such deferral) to proceed with constructing the Child Care Center, then Tenant at Tenant’s sole expense shall either fulfill the City's requirements (as set forth in the Development Agreement)

for construction of a Child Care Center or secure the City's approval of an alternative method of satisfying the requirement that the Child Care Center be located at the Center.  If the City grants the deferral, Tenant may elect to use the land designated for the Child Care Center for any purpose which is compatible with the other uses within the Center, such as, without limitation, landscaping, recreational fields, or other soft feature improvements, or may elect not to us