STANDARD INDUSTRIAL LEASE

Exhibit 10.2

STANDARD INDUSTRIAL LEASE
(NET)

     (d) TENANT’S PERMITTED USE OF PREMISES: (i) Processing human cells, developing antibodies, treating human blood and manufacturing therapeutic drugs, as well as any uses ancillary to the foregoing (including, without limitation, ancillary office, warehouse and manufacturing uses) (collectively, the “Specific Use”) and (ii) any other legally permissible use so long as the same is (A) not in violation of the Project CC&Rs (defined hereinbelow), (B) not more hazardous or dangerous than the Specific Use described above, and (C) subject to the provisions set forth in this Lease and as permitted by law (clauses (i) and (ii) above may be collectively referred to herein as the “Permitted Use”).

     (e) PREMISES; BUILDING; PROJECT: Approximately 184,000 square feet of space (the “Premises”) comprising the entire building commonly known as 1700 Saturn Way, Building #5, Seal Beach, California 90740, as shown on Exhibit A attached hereto (the “Building”). The Building is part of the project commonly known as Pacific Gateway Business Center (the “Project”).

          TENANT’S SHARE OF THE BUILDING: 100%, which is the ratio that the square footage of the Premises bears to the square footage of the Building.

          BUILDING’S SHARE OF THE PROJECT: 22.151%, which is the ratio that the square footage of the Building bears to the square footage of the Project.

     (f) PREMISES LAND: Approximately 402,429 square feet (approximately 9.238 acres) of land on which the Building is located more particularly described on Exhibit B attached hereto.

     (h) BASIC RENT:

     (i) PREPAID RENT (Basic Rent and estimated additional rent for January, 2010): One Hundred Thirty-Eight Thousand Nine Hundred Sixty-One and No/100 Dollars ($138,961.00).

     (j) LETTER OF CREDIT AMOUNT: Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00), which amount is subject to reduction as further specified herein.

     (k) BROKER(S): CB Richard Ellis, representing Landlord; Jones Lang LaSalle, representing Tenant.

     (l) INTENTIONALLY OMITTED.

     (m) ALLOWANCE: Two and No/100 Dollars ($2.00) per square foot of the Premises, i.e., Three Hundred Sixty-Eight Thousand and No/100 Dollars ($368,000.00).

     (n) RIDERS: Rider 1 and Rider 2 are attached hereto and made a part hereof.

     (o) EXHIBITS: Exhibits lettered A through K, inclusive, are attached hereto and made a part hereof.

This Paragraph 1 represents a summary of the basic terms of this Lease. In the event of any inconsistency between the terms contained in this Paragraph 1 and any specific provision of this Lease, the terms of the more specific provision shall prevail.

2. PREMISES .

     (a) Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, the Premises referenced in Paragraph 1 and outlined on the Depiction of Premises attached hereto as Exhibit A and incorporated herein by this reference. The Premises consists of that certain Building located at the address designated in Subparagraph 1(b) and the parcel or parcels of real property described on the Description of Premises Land attached hereto as Exhibit B and incorporated herein by this reference.

     (b) The parties agree that the letting and hiring of the Premises is upon and subject to the terms, covenants and conditions herein set forth and Tenant covenants as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants and conditions by it to be kept and performed and that this Lease is made upon the condition of such performance.

3. LEASE TERM .

     The Term of this Lease shall be for the period designated in Subparagraph 1(g) commencing on the Commencement Date, and ending on the Expiration Date, unless the term hereby demised shall be sooner terminated as herein provided (the “Term”). Landlord and Tenant shall execute Exhibit D to confirm the Commencement Date and the Expiration Date and other matters.

4. POSSESSION; CONDITION OF PREMISES .

     (a)  Delivery of Possession . Except as otherwise expressly provided in clauses (c) and (d) below, Landlord agrees to deliver possession of the Premises to Tenant on the Commencement Date in its “AS-IS,” “WHERE-IS,” with all faults condition. Notwithstanding the foregoing, Landlord shall not be obligated to deliver possession of any portion of the Premises to Tenant until Landlord has received from Tenant all of the following: (i) the Letter of Credit (defined hereinbelow) and Prepaid Rent; (ii) executed copies of policies of insurance or certificates thereof as required under Paragraph 16 of this Lease; and (iii) an executed original of the Hazardous Materials Questionnaire in the form attached hereto as Exhibit I .

     (b)  Condition of Premises . Except as otherwise expressly provided in clauses (c) and (d) below, (i) by taking possession of the Premises, Tenant will be deemed to have accepted such portion of the Premises in its “AS-IS,” “WHERE-IS,” with all faults condition on the date of delivery of possession and to have acknowledged that there are no items needing work or repair, and (ii) Tenant acknowledges that neither Landlord nor any agent of

Landlord has made any representation or warranty with respect to the Premises or any portions thereof or with respect to the suitability of same for the conduct of Tenant’s business or any other business, except as may be expressly provided herein.

     (c)  Landlord’s Representations and Warranties . Landlord hereby represents and warrants to Tenant that, as of the Commencement Date, to its actual knowledge: (i) Landlord has received no written notice from any governmental agency that the Premises or any portion thereof is in violation of any material building code or regulation applicable thereto; (ii) the Building contains no defects, latent or patent; (iii) the Building, including the HVAC system and other operating systems located therein, are in good working order; (iv) the Premises is in compliance with the Americans with Disabilities Act of 1990, as amended (hereinafter, the “ADA”) (provided Landlord shall not be responsible under this clause (iv) to the extent any noncompliance with the ADA is attributable to (A) Tenant’s work within, or specific use of (as opposed to general warehouse, office or manufacturing use), the Premises, and/or (B) any alterations to the Premises made by or on behalf of Tenant); and, (v) except to the extent referenced on any environmental report delivered to Tenant prior to the Commencement Date, there are no Hazardous Materials (as defined in Exhibit H attached hereto) in the Building or on the Premises Land in violation of applicable law. Tenant acknowledges and agrees that prior to the date of this Lease, Landlord delivered to Tenant and Tenant received from Landlord copies of all of the environmental reports identified on Exhibit L attached hereto.

     Notwithstanding the foregoing, Tenant acknowledges and agrees that (aa) if it is determined that Landlord breached any of the representations and/or warranties described in clauses (i) through (v) above, inclusive, Tenant’s sole and exclusive remedy shall be to cause Landlord to remedy such breach (collectively, the “Breach Work”) and repair and restore any damage to Tenant’s alterations and/or initial tenant improvements constructed by Tenant caused by Landlord during the performance of the Breach Work (collectively, the “Alteration/TI Restoration Work”) (the Breach Work and the Alteration/TI Restoration Work shall collectively be referred to herein as the “Breach/Restoration Work”), (bb) if it purchases the Premises pursuant to the terms of Paragraphs 2 or 3 of Rider 1 attached hereto or otherwise, and this Lease is terminated substantially concurrent with the close of escrow thereunder, Landlord’s above representations and warranties shall be void and of no further force or effect (it being the intent of the parties hereto to recognize that such representations and warranties shall not survive the termination of this Lease), (cc) the foregoing representations and warranties of Landlord shall survive the Commencement Date only for a period of twelve (12) months and shall thereafter be deemed extinguished except to the extent an action is brought for a violation thereof within such twelve (12) month period, and (dd) under no circumstances shall Landlord be obligated to expend in excess of Five Hundred Thousand and No/100 Dollars ($500,000.00) during its performance of any Alteration/TI Restoration Work.

     (d)  Allowance; Tenant’s Work . So long as Tenant is not in default hereunder beyond any applicable cure period, Landlord agrees to provide to Tenant a tenant improvement allowance of $2.00 per square foot of space in the Premises, i.e., Three Hundred Sixty-Eight Thousand and No/100 Dollars ($368,000.00) (the “Allowance”). Tenant agrees to use the Allowance to (i) modify the base Building and systems, (ii) remove all mezzanine space within the Building, and (iii) perform other refurbishments and/or tenant improvements within the Building pursuant to the terms of Exhibit C attached hereto (collectively, “Tenant’s Work”). Tenant further agrees that the exact scope and construction of Tenant’s Work and Landlord’s payment of the Allowance to Tenant shall be governed by the terms of the Work Letter Agreement attached hereto as Exhibit C .

5. RENT .

     (a)  Basic Rent . From and after the Rent Commencement Date, Tenant agrees to pay Landlord Basic Rent for the Premises at the Basic Rent rate designated in Subparagraph 1(h) in twelve (12) equal monthly installments, each in advance of the first day of each and every calendar month during the Term, except that the Prepaid Rent set forth in Subparagraph 1(i) shall be paid in accordance with the terms of Paragraph 6 below. If the Term of this Lease commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, then the rent (as defined below) for such periods shall be prorated in the proportion that the number of days this Lease is in effect during such periods bears to thirty (30), and such rent shall be paid at the commencement of such period. In addition to the Basic Rent, Tenant agrees to pay Landlord as additional rent hereunder, Tenant’s Share of the Building’s Share of any expenses incurred by Landlord and allocable to the Project as a whole, rather than allocated just to the Building (e.g., any expenses payable by Landlord pursuant to the terms of the Project CC&Rs, etc.), additional rent as provided in Paragraph 11 (Taxes), Paragraph 13 (Maintenance), Paragraph 16 (Insurance), the amount of all rental adjustments as and when hereinafter provided in this Lease, and a management fee of two and one-half percent (2.5%) of the gross rent (i.e., Basic Rent and additional rent) payable by Tenant pursuant to the terms of this Lease to cover Landlord’s management, overhead and administrative expenses related to the operation of the Building, whether performed by Landlord’s personnel or delegated by Landlord to a professional property manager. The Basic Rent, any additional rent payable pursuant to the provisions of this Lease, and any rental adjustments shall be paid to Landlord, without any prior demand therefor, and without any deduction or offset, except as expressly provided herein, in lawful money of the United States of America, which shall be legal tender at the time of payment, at the address of Landlord designated in Subparagraph 1(c) or to such other person or at such other place as Landlord may from time to time designate in writing. Further, all charges to be paid by Tenant hereunder, including, without limitation, payments for real property taxes, insurance, repairs, and parking, if any, shall be considered “additional rent” for the purposes of this Lease, and the word “rent” in this Lease shall include such additional rent unless the context specifically or clearly implies that only the Basic Rent is referenced. Basic Rent shall be adjusted as provided in Subparagraph 1(h).

     (b)  Late Payment . Tenant acknowledges that late payment by Tenant to Landlord of any rent or other sums due under this Lease will cause Landlord to incur costs not contemplated by this Lease, the exact amount of such costs being extremely difficult and impracticable to ascertain. Such costs include, without limitation,

processing and accounting charges and late charges that may be imposed on Landlord by the terms of any encumbrance or note secured by the Premises. Therefore, if any rent or other sum due from Tenant is not received within five (5) calendar days when due, Tenant shall pay to Landlord an additional sum equal to 5% of such overdue payment for each month such payment remains overdue. Landlord and Tenant hereby agree that such late charge represents a fair and reasonable estimate of the costs that Landlord will incur by reason of any such late payment. Additionally, all such delinquent rents or other sums, shall bear interest at the lesser of (i) twelve percent (12%) per annum or (ii) the maximum legal interest rate (as applicable, the “Interest Rate”). Any payments of any kind returned for insufficient funds will be subject to an additional handling charge of $25.00.

     (c)  Audit Right . In the event of any dispute as to the amount of Tenant’s Share of Maintenance Expenses, Real Property Taxes and/or the cost of any insurance maintained by Landlord hereunder (collectively, “Expenses”), Tenant or an accounting firm selected by Tenant and reasonably satisfactory to Landlord (billing hourly and not on a contingency fee basis) will have the right, by prior written notice (“Audit Notice”) given within one (1) year (“Audit Period”) following receipt of the final statement of such Expenses incurred by Landlord during the immediately previous calendar year (an “Actual Statement”) and at reasonable times during normal business hours, to audit Landlord’s accounting records with respect to the Expenses relative to the year to which such Actual Statement relates at the offices of Landlord’s property manager. In no event will Landlord or its property manager be required to (i) photocopy any accounting records or other items or contracts, (ii) create any ledgers or schedules not already in existence, (iii) incur any costs or expenses relative to such inspection (except as expressly provided below), or (iv) perform any other tasks other than making available such accounting records as aforesaid. Tenant must pay Tenant’s Share of Expenses when due pursuant to the terms of this Lease and may not withhold payment of such Expenses or any other rent pending results of the audit or during a dispute regarding Expenses. The audit must be completed within sixty (60) days of the date of Tenant’s Audit Notice and the results of such audit shall be delivered to Landlord within ninety (90) days of the date of Tenant’s Audit Notice. If Tenant does not comply with any of the aforementioned time frames, then such Actual Statement will be conclusively binding on Tenant. If such audit or review correctly reveals that Landlord has overcharged Tenant and Landlord agrees with the results of such audit, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord agrees to reimburse Tenant the amount of such overcharge. If the audit reveals that Tenant was undercharged, then within thirty (30) days after the results of the audit are made available to Tenant, Tenant agrees to reimburse Landlord the amount of such undercharge. Tenant agrees to pay the cost of such audit, provided that if the audit reveals that Landlord’s determination of the Building’s total Expenses as set forth in the relevant Actual Statement was in error in Landlord’s favor by more than five percent (5%) of the total amount of such Expenses pursuant to such Actual Statement, then Landlord agrees to pay the reasonable, third-party cost of such audit incurred by Tenant. To the extent Landlord must pay the cost of such audit, such cost shall not exceed a reasonable hourly charge for a reasonable amount of hours spent by such third-party in connection with the audit. Tenant agrees to keep the results of the audit confidential and will cause its agents, employees and contractors to keep such results confidential. To that end, Landlord may require Tenant and its auditor to execute a commercially reasonable confidentiality agreement provided by Landlord.

6. PREPAID RENT .

     On or before December 31, 2009, Tenant shall pay to Landlord the Prepaid Rent set forth in Subparagraph 1(i), and if Tenant is not in default of any provision of this Lease, such Prepaid Rent shall be applied during the month of January, 2010 with respect to Tenant’s leasing of the Premises. Landlord’s obligations with respect to the Prepaid Rent are those of a debtor and not of a trustee, and Landlord can commingle the Prepaid Rent with Landlord’s general funds. Landlord shall not be required to pay Tenant interest on the Prepaid Rent. Landlord shall be entitled to immediately endorse and cash Tenant’s Prepaid Rent; however, such endorsement and cashing shall not constitute Landlord’s acceptance of this Lease. In the event Landlord does not accept this Lease, Landlord shall return said Prepaid Rent. If Landlord sells the Premises and deposits with the purchaser the Prepaid Rent, Landlord shall be discharged from any further liability with respect to the Prepaid Rent.

7. LETTER OF CREDIT .

     (a)  General Provisions . Concurrently with Tenant’s execution of this Lease, Tenant shall deliver to Landlord, as additional collateral for the full performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default by Tenant under this Lease, including, but not limited to, any post lease termination damages under Section 1951.2 of the California Civil Code, a standby, unconditional, irrevocable, transferable letter of credit (the “Letter of Credit”) in the form of Exhibit K hereto and containing the terms required herein, in the face amount of Two Million One Hundred Thousand and No/100 Dollars ($2,100,000.00) (the “Letter of Credit Amount”), naming Landlord as beneficiary, issued by Wells Fargo Bank or a financial institution acceptable to Landlord in Landlord’s sole discretion, permitting multiple and partial draws thereon, and otherwise in form acceptable to Landlord in its sole discretion. Tenant shall cause the Letter of Credit to be continuously maintained in effect (whether through replacement, renewal or extension) in the Letter of Credit Amount (as the same may be reduced as described in Subparagraph 7(f) below) through the date (the “Final LC Expiration Date”) that is thirty (30) days after the scheduled expiration date of the Term or any renewal Term of this Lease. If the Letter of Credit held by Landlord expires earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord not later than thirty (30) days prior to the expiration date of the Letter of Credit then held by Landlord. Any renewal or replacement Letter of Credit shall comply with all of the provisions of this Paragraph 7, shall be irrevocable, transferable and shall remain in effect (or be automatically renewable) through the Final LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion.

     (b)  Drawings under Letter of Credit . Landlord shall have the immediate right to draw upon the Letter of Credit, in whole or in part, at any time and from time to time: (i) In an amount sufficient to compensate Landlord for damages suffered by it, if an event of default occurs and is not cured within the applicable cure period provided for such default in this Lease and/or to compensate Landlord for any and all damages it suffers upon termination of the Lease (provided Landlord may draw upon the entire amount of the Letter of Credit if it elects to terminate this Lease pursuant to the terms of Paragraph 21(b) below); (ii) In whole, if the Letter of Credit held by Landlord expires (or is set to expire) earlier than the Final LC Expiration Date (whether by reason of a stated expiration date or a notice of termination or non-renewal given by the issuing bank), and Tenant fails to deliver to Landlord, at least thirty (30) days prior to the expiration date of the Letter of Credit then held by Landlord, a renewal or substitute Letter of Credit that is in effect and that complies with the provisions of this Paragraph 7; or (iii) In whole, if Tenant either files a voluntary petition, or an involuntary petition is filed against Tenant by an entity other than Landlord or an affiliate thereof, under any chapter of the Federal Bankruptcy Code, Tenant executes an assignment for the benefit of creditors or Tenant is placed in receivership or otherwise becomes insolvent. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any event of default by Tenant under this Lease or upon the occurrence of any of the other events described above in this Paragraph 7(b).

     (c)  Use of Proceeds by Landlord . The proceeds of the Letter of Credit shall constitute Landlord’s sole and separate property (and not Tenant’s property or the property of Tenant’s bankruptcy estate) and Landlord may immediately upon any draw (and without notice to Tenant) apply or offset the proceeds of the Letter of Credit: (i) against any rent payable by Tenant under this Lease that is not paid when due; (ii) against all losses and damages (A) that Landlord has suffered, or (B) to the extent arising under Section 1951.2 of the California Civil Code following termination of this Lease, that Landlord reasonably estimates that it may suffer as a result of any default by Tenant under this Lease; (iii) against any costs incurred by Landlord in connection with this Lease (including attorneys’ fees) to the extent that Tenant is responsible to reimburse Landlord therefor pursuant to the terms hereof; and (iv) against any other amount that Landlord may spend or become obligated to spend by reason of Tenant’s default. Provided Tenant has performed all of its obligations under this Lease, Landlord agrees to pay to Tenant within thirty (30) days after the Final LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied as allowed above; provided, that if prior to the Final LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed, in each case pursuant to a final court order not subject to appeal or any stay pending appeal.

     (d)  Additional Covenants of Tenant . If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within ten (10) days after its receipt of notice from Landlord, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this Paragraph 7, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall, at Landlord’s election, constitute an uncurable event of default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

     (e)  Transfer of Letter of Credit . Landlord may, at any time and without notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to any transferee of Landlord’s interest in the Building and/or Landlord’s mortgagee and/or to have the Letter of Credit reissued in the name of Landlord’s mortgagee. If Landlord transfers its interest in the Building and transfers the Letter of Credit (or any proceeds thereof then held by Landlord) in whole or in part to the transferee, Landlord shall, without any further agreement between the parties hereto, thereupon be released by Tenant from all liability therefor. The provisions hereof shall apply to every transfer or assignment of all or any part of the Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Tenant’s sole cost and expense (except as provided below), execute and submit to the issuer of the Letter of Credit such applications, documents and instruments as may be reasonably necessary to effectuate such transfer. Notwithstanding the foregoing, Landlord shall be responsible for paying the issuer’s transfer and processing fees in connection with any transfer of the Letter of Credit.

     (f)  Reduction in Letter of Credit Amount . Subject to the provisions of this Subparagraph 7(f) and provided that Tenant has not been in default or breach of any provision of the Lease beyond any applicable cure periods at any time prior to an applicable Reduction Date (defined below), then Tenant shall be entitled to reduce the Letter of Credit Amount effective as of the last day of the twelfth (12th), twenty-fourth (24th), thirty-sixth (36th) and forty-eighth (48 ^th ) months of the initial Term (individually, a “Reduction Date” and collectively, the “Reduction Dates”) as follows: On each Reduction Date, Tenant shall be entitled to reduce the Letter of Credit Amount by an amount equal to Two Hundred Twenty-Five Thousand and No/100 Dollars ($225,000.00). For example, if Tenant has not been in default or breach of any provision of this Lease beyond any applicable cure periods at any time prior to the Reduction Date occurring on the last day of the twelfth (12th) month of the Term and Tenant duly and timely pays the Monthly Basic Rent and additional rent that is due and payable on the first day of the twelfth (12th) month, Tenant would be entitled to reduce the Letter of Credit Amount by Two Hundred Twenty-Five Thousand and No/100 Dollars ($225,000.00) to One Million Eight Hundred Seventy-Five Thousand and No/100 Dollars ($1,875,000.00) effective as of the last day of the twelfth (12 ^th ) month of the initial Term.

     If Tenant is eligible for a Letter of Credit reduction on a Reduction Date, Landlord shall execute any documents reasonably requested by Tenant and the issuing bank to effectuate the applicable release of the Letter of Credit, within fifteen (15) days after Tenant submits such documents to Landlord for execution provided Tenant is not then in default under this Lease.

     (g)  Nature of Letter of Credit . Landlord and Tenant (1) acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or substitute therefor or any proceeds thereof be deemed to be or treated as a “security deposit” under any Law applicable to security deposits in the commercial context including Section 1950.7 of the California Civil Code, as such section now exists or as may be hereafter amended or succeeded (“Security Deposit Laws”), (2) acknowledge and agree that the Letter of Credit (including any renewal thereof or substitute therefor or any proceeds thereof) is not intended to serve as a security deposit, and the Security Deposit Laws shall have no applicability or relevancy thereto, and (3) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code and all other provisions of law, now or hereafter in effect, which (i) establish the time frame by which Landlord must refund a security deposit under a lease, and/or (ii) provide that Landlord may claim from the Security Deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums specified in this Paragraph 7.

8. USE OF PREMISES AND PROJECT FACILITIES .

     (a)  Tenant’s Use of the Premises . Tenant shall use the Premises for the Specific Use set forth in Subparagraph 1(d) above, and shall not use or permit the Premises to be used for any other purpose without the prior written consent of Landlord, which consent Landlord shall not unreasonably withhold. Landlord makes no representations or warranties that said use of the Premises or any other use of the Premises is permitted by any duly constituted public authority having jurisdiction over the Premises or the conduct of Tenant’s business. Tenant acknowledges and agrees that it, and not Landlord, is responsible to confirm whether (i) the Premises is properly zoned for the Specific Use, (ii) Tenant may use the Premises for the Specific Use 24 hours a day, and/or (iii) Tenant is required to obtain a conditional use permit to operate 24 hours a day from the Premises (the “Conditional Use Permit”); provided, however, Landlord agrees to use its commercially reasonable efforts to assist Tenant at no expense to Landlord in obtaining the Conditional Use Permit; provided further, however, Tenant acknowledges and agrees that Tenant shall not have the right to terminate this Lease or delay the Lease Commencement or Rent Commencement if it fails to obtain such Conditional Use Permit.

     (b)  Compliance . At Tenant’s sole cost and expense, Tenant shall procure, maintain and hold available for Landlord’s inspection, all governmental licenses and permits required for Tenant’s use of the Premises and the proper and lawful conduct of Tenant’s business from the Premises. Tenant shall at all times during the Term of this Lease, at its sole cost and expense, observe and comply with the certificate of occupancy issued for the Building, the Project CC&Rs (defined below) and all laws, statutes, zoning restrictions, ordinances, rules, regulations and requirements of any duly constituted public authority having jurisdiction over the Premises now or hereafter in force relating to or affecting the use, occupancy, alteration or improvement of the Premises including, without limitation, the provisions of Title III of the Americans with Disabilities Act of 1990, as amended. Tenant shall not use or occupy the Premises in violation of any of the foregoing. Tenant shall, upon written notice from Landlord, discontinue any use of the Premises which is declared by any governmental and/or quasi-governmental authority having jurisdiction over the Premises to be a violation of law or of said certificate of occupancy; provided, any ADA compliance work triggered by a noncompliance with the ADA existing as of the date of this Lease and necessitated by anything other than Tenant’s improvement work or Tenant’s Permitted Use of the Premises (as opposed to general warehouse, office or manufacturing use) shall be the responsibility of Landlord and shall be performed by Landlord at Landlord’s sole cost and expense. Tenant shall comply with all rules, orders, regulations and requirements of the Board of Fire Underwriters or any other insurance authority having jurisdiction over the Premises or any present or future insurer relating to the Premises. Tenant shall promptly, upon demand, reimburse Landlord for any additional premium charged for any existing insurance policy or endorsement required by reason of Tenant’s failure to comply with the provisions of this Paragraph 8. Tenant shall not use or allow the Premises 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; provided, Landlord hereby acknowledges that the use of the Premises for the Specific Use will not violate the foregoing. Tenant shall comply with the Rules and Regulations referred to in Paragraph 32 and attached hereto as Exhibit F , and all existing restrictive covenants and obligations recorded against the Premises and/or Project, which affect the use and operation of the Premises, including, without limitation, that certain Declaration of Covenants, Conditions and Restrictions for Pacific Gateway Business Center dated December 22, 2005 and recorded in the Official Records of Orange County, California on December 22, 2005 as Document No. 2005001023974 (as the same may be subsequently amended, the “Project CC&Rs”) and any other recorded documents; provided, however, Landlord will not consent to and shall oppose any amendment to the Project CC&Rs (to the extent Landlord has the right to do so under the Project CC&Rs) that if entered into, will materially and adversely affect Tenant’s right to use the Premises pursuant to the terms of this Lease for the Specific Use; provided further, however, nothing in this sentence above shall obligate Landlord to commence litigation. Tenant shall not commit or suffer to be committed any waste in or upon the Premises and shall keep the Premises in first-class repair and appearance, ordinary wear and tear and damage resulting from a casualty (provided such casualty is not the result of any Tenant Party’s negligence or willful misconduct) excepted. Further, Tenant’s business machines and mechanical equipment which cause vibration or noise that may be transmitted to the Building structure or, in the event any other tenant occupies space in the Building, to any other space in the Building, shall be so installed, maintained and used by Tenant as to eliminate or minimize such vibration or noise. Tenant shall be responsible for all structural engineering required to determine structural load, as well as the expense thereof.

     (c)  Hazardous Materials . Tenant shall not cause or permit any Hazardous Materials to be brought upon, stored, used, generated, released into the environment or disposed of in, on, under or about the Premises by Tenant, its agents, employees, contractors or invitees, in violation of the terms of Exhibit H attached hereto.

     (d)  Parking . Subject to the terms of the Project CC&Rs, Landlord grants to Tenant an exclusive license to use the vehicle parking spaces within the designated parking areas at the Premises as shown on Exhibit A for the use of motor vehicles during the Term of this Lease. Landlord reserves the right at any time to promulgate reasonable rules and regulations relating to the use of such parking areas, including reasonable restrictions thereon; provided, however, subject to the terms of Subparagraph 8(b) above pursuant to which Landlord agrees to oppose certain amendments to the Project CC&Rs, Tenant hereby agrees that any rules and/or regulations adopted pursuant to the terms of the Project CC&Rs are deemed reasonable. Any vehicle violating any vehicle regulation is subject to removal at the owner’s expense.

     (e)  Survival . The provisions of this Paragraph 8 shall survive any termination of this Lease.

9. SURRENDER OF PREMISES; HOLDING OVER .

     Upon the expiration of the Term of this Lease including any extension periods, Tenant shall surrender to Landlord the Premises and all Tenant Improvements and/or alterations in good condition, except for ordinary wear and tear, alterations Tenant has the right or is obligated to remove under the provisions of Paragraph 14 herein and any other restoration that is then prohibited by applicable law, e.g., Tenant shall not be required to restore any mezzanine space removed from the Premises if the then current parking ratios required under applicable law prohibit such restoration; provided, however, Tenant acknowledges and agrees that, unless otherwise agreed to in writing by Landlord, Tenant shall, on or before the expiration or earlier termination of this Lease, be required, at its sole cost and expense, to (a) remove all of Tenant’s Work from the Premises, and (ii) restore the Premises and any improvements thereto that were removed or altered during the Term, including, without limitation, any office area and/or mezzanine area located within the Building on the Commencement Date, to the condition existing as of the date of this Lease. Subject to Paragraph 14, Tenant shall remove all personal property, including, without limitation, all wallpaper, paneling and other decorative improvements or fixtures and shall perform all restoration made necessary by the removal of any alterations or Tenant’s personal property before the expiration of the Term, including, for example, restoring all wall surfaces to their condition prior to the commencement of this Lease, ordinary wear and tear and damage resulting from a casualty (provided such casualty is not the result of any Tenant Party’s negligence or willful misconduct) excepted. Landlord may elect to retain or dispose of in any manner Tenant’s personal property not removed from the Premises by Tenant prior to the expiration of the Term. Tenant waives all claims against Landlord for any damage to Tenant resulting from Landlord’s retention or disposition of Tenant’s personal property. Tenant shall be liable to Landlord for Landlord’s actual and reasonable costs for storage, removal or disposal of Tenant’s personal property.

     If Tenant, with Landlord’s consent, remains in possession of the Premises after expiration or termination of the Term, or after the date in any notice given by Landlord to Tenant terminating this Lease, such possession by Tenant shall be deemed to be a month-to-month tenancy terminable on written thirty (30) day notice at any time, by either party. All provisions of this Lease, except those pertaining to Term and rent, shall apply to the month-to-month tenancy. During such month-to-month tenancy, Tenant shall pay monthly rent in an amount equal to 150% of Basic Rent for the last full calendar month during the immediately preceding Term plus 100% of additional rent as provided in Paragraph 11 (Taxes), Paragraph 13 (Maintenance), Paragraph 16 (Insurance), subject to increase as provided therein; provided, however, during the first thirty (30) days of any such month-to-month tenancy, the above reference to “150%” shall be changed to a reference to “125%”. Any such holdover rent shall be paid on a per month basis without reduction for partial months during the holdover. Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute consent to a hold over hereunder or result in an extension of this Lease. This paragraph shall not be construed to create any express or implied right to holdover beyond the expiration of the Term or any extension thereof. If Tenant, without Landlord’s written consent to remain in the Premises, fails to surrender the Premises after expiration or termination of the Term, Tenant shall indemnify, defend and hold harmless Landlord from all loss or liability, including, without limitation, any loss or liability resulting from any claim against Landlord made by any succeeding tenant founded on or resulting from Tenant’s failure to surrender and losses to Landlord due to lost opportunities to lease any portion of the Premises to succeeding tenants, together with, in each case, actual attorneys’ fees and costs.

10. SIGNAGE .

     Landlord shall designate the location at or adjacent to the Premises for one or more Tenant identification sign(s). Landlord on behalf of Tenant and at the expense of Tenant, shall install and maintain Tenant’s identification sign(s) in such designated locations in accordance with this Paragraph 10 and Exhibit G . Tenant shall have no right to install or maintain Tenant identification signs in any other location in, on or about the Premises and shall not display or erect any other signs, displays or other advertising materials that are visible from the exterior of the Building. The size, design, color and other physical aspects of permitted sign(s) shall be subject to: (i) Landlord’s written approval prior to installation, which approval may be withheld in Landlord’s discretion; (ii) the Project CC&Rs; and (iii) any applicable municipal or governmental permits and approvals. The cost of the sign(s), including the installation, maintenance and removal thereof, shall be at Tenant’s sole cost and expense. If Tenant fails to install or maintain its sign(s), or if Tenant fails to remove same upon termination of this Lease and repair any damage caused by such removal, including, without limitation, touching-up the Building paint (or repainting a portion of the Building, if necessary) (if required by Landlord, in Landlord’s sole but reasonable judgment), Landlord may do so at Tenant’s expense. Tenant shall reimburse Landlord for all costs incurred by Landlord to effect such installation, maintenance or removal, which amount shall be deemed additional rent, and shall include, without limitation, all sums disbursed, incurred or deposited by Landlord, including Landlord’s costs and expenses

with interest thereon at the Interest Rate from the date of Landlord’s demand until payment. Any sign rights granted to Tenant under this Lease are personal to Tenant, any Permitted Transferee (defined in Paragraph 19 below) and any other assignee or sublessee of the Building and may not be assigned, transferred or otherwise conveyed to any third party without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion.

11. TAXES .

     (a)  Personal Property Taxes . Tenant shall pay before delinquency all taxes, assessments, license fees and public charges levied, assessed or imposed upon its business operations as well as upon all trade fixtures, leasehold improvements, merchandise and other personal property in or about the Premises.

     (b)  Real Property Taxes . Tenant shall pay, as additional rent, Tenant’s Share of all Real Property Taxes, including all taxes, assessments (general and special) and other impositions or charges which may be taxed, charged, levied, assessed or imposed with respect to any calendar year or part thereof included within the Term upon all or any portion of or in relation to the Premises or any portion thereof, any leasehold estate in the Premises or measured by rent from the Premises, including any increase caused by the transfer, sale or encumbrance of the Premises or any portion thereof, however, specifically excluding any income taxes payable by Landlord. “Real Property Taxes” shall also include any form of assessment, levy, penalty, charge or tax (other than estate, inheritance, net income or franchise taxes) imposed by any authority having a direct or indirect power to tax or charge, including, without limitation, any city, county, state, federal or any improvement or other district, whether such tax is: (1) determined by the area of the Premises or the rent or other sums payable under this Lease; (2) upon or with respect to any legal or equitable interest of Landlord in the Premises or any part thereof; (3) upon this transaction or any document to which Tenant is a party creating a transfer in any interest in the Premises; (4) in lieu of or as a direct substitute in who or in part of or in addition to any real property taxes on the Premises; (5) based on any parking spaces or parking facilities provided at the Premises; or (6) in consideration for services, such as police protection, fire protection, street, sidewalk and roadway maintenance, refuse removal or other services that may be provided by any governmental or quasi-governmental agency from time to time which were formerly provided without charge or with less charge to property owners or occupants. Tenant shall pay Real Property Taxes on the date any taxes or installments of taxes are due and payable as determined by the taxing authority, evidenced by the tax bill. Landlord shall determine and notify Tenant of the amount of Real Property Taxes not less than twenty (20) days in advance of the date such tax or installment of taxes is due and payable. In the event Landlord fails to deliver such timely determination and notice to Tenant, then Tenant shall have twenty (20) days from receipt of such notice to remit payment of Real Property Taxes to Landlord. The foregoing notwithstanding, upon notice from Landlord, Tenant shall pay, as additional rent, Real Property Taxes to Landlord in advance monthly installments equal to one twelfth (1/12) of Landlord’s reasonable estimate of the Real Property Taxes payable under this Lease, together with monthly installments of Basic Rent, and Landlord shall hold such payments in a non-interest bearing account. Landlord shall determine and notify Tenant of any deficiency in the impound account and Tenant shall pay any deficiency of funds in the impound account not less than twenty (20) days in advance of the date such tax or installment of taxes is due and payable. In the event Landlord fails to deliver such timely deficiency determination and notice to Tenant, then Tenant shall have twenty (20) days from receipt of such notice to remit payment of such deficiency to Landlord. If Landlord determines that Tenant’s impound account has accrued an amount in excess of the Real Property Taxes due and payable, then such excess shall be credited to Tenant within thirty (30) days from Landlord’s determination.

12. UTILITIES .

     Tenant shall pay directly to the utility companies providing such services, the cost of all water, gas, heat, light, power, sewer, electricity, telephone or other service metered, chargeable or provided to the Premises. Landlord shall not be liable in damages or otherwise for any failure or interruption of any utility or other service furnished to the Premises. No such failure or interruption shall entitle Tenant to terminate this Lease or abate rent in any manner and Tenant hereby waives the provisions of any applicable existing or future law, ordinance or regulation permitting the termination of this Lease due to an interruption, failure or inability to provide any services (including, without limitation, the provisions of California Civil Code Section 1932(1)). Notwithstanding anything in this Lease to the contrary, if, as a result of the negligent acts or omissions of Landlord or its agents, contractors or employees, for more than three (3) consecutive business days following written notice to Landlord, there is such an interruption of essential utilities and Building services, such as fire protection, electricity or water, so that any portion of the Premises cannot be and is not used by Tenant, in Tenant’s judgment reasonably exercised, then Tenant’s rent shall thereafter be abated until the Premises are again usable by Tenant in proportion to the extent to which Tenant’s use of the Premises is interfered with; provided, however, that if Landlord is diligently pursuing the repair of such utilities or services and Landlord provides substitute services reasonably suitable for Tenant’s purposes, as for example, bringing in portable air-conditioning equipment, then there shall not be an abatement of rent. This paragraph shall not apply in case of damage to, or destruction of, the Building, which shall be governed by a separate provision of this Lease.

13. MAINTENANCE .

     (a) Performed by Tenant . Except as provided below, Tenant shall maintain, repair and replace (as necessary) the Premises in good condition, including, without limitation, maintaining, repairing and replacing (as necessary) of all of the following: non-structural portions of the walls and floors; ceilings; telephone equipment and wiring; doors; exterior and interior windows and fixtures as well as damage caused by Tenant, its agents, contractors, employees or invitees. Tenant shall comply with the provisions of California Health and Safety Code Sections 26142 and 26145. Upon expiration or termination of this Lease, Tenant shall surrender the Premises to Landlord in the same condition as existed at the commencement of the Term, except for reasonable wear and tear or

damage caused by fire or other casualty. Tenant shall, at its own expense, provide, install and maintain in good condition all of its personal property required in the conduct of its business on the Premises. If Tenant refuses or neglects to repair, replace and maintain the Premises as required hereunder and to the reasonable satisfaction of Landlord, Landlord may at any time following ten (10) days from the date on which Landlord shall make a written demand on Tenant to effect such repair, replacement and maintenance (emergencies excepted in which case no such demand shall be required), enter upon the Premises and make such repairs, replacements and/or maintenance without liability to Tenant for any loss or damage which might occur to Tenant’s merchandise, fixtures or other property or to Tenant’s business by reason thereof, and upon completion thereof, Tenant shall pay to Landlord, Landlord’s costs for making such repairs plus ten percent (10%) for overhead, upon presentation of a bill therefor. Said bill shall include interest at the Interest Rate on said costs from the date of completion of the maintenance and repairs by Landlord. Tenant shall, at its own expense, provide, install and maintain in good condition all of its personal property required in the conduct of its business on the Premises.

     (b)  Performed by Landlord . Subject to reimbursement by Tenant as hereinafter provided, Landlord shall be responsible to maintain, in good condition, the structural parts of the Premises, which shall include only the foundations, bearing and exterior walls (including painting), subflooring; the roof system and skylights; the unexposed electrical, plumbing and sewerage systems, including without limitation, those portions of the systems lying outside the Premises; the paved and hardscaped parking and driveway areas (including resurfacing and restriping); window frames, gutters and downspouts on the Building; the heating, ventilating and air conditioning system servicing the Premises; the outside areas of the Premises and every part thereof, including, without limitation, the soil, landscaping (including replacement thereof), sprinkler system, walkways, parking areas (including periodic sweeping), signs, site lighting and pest control. Landlord shall not be liable for any failure to make any such repairs or any maintenance unless such failure shall persist for an unreasonable time after written notice of the need of such repairs or maintenance is given to Landlord by Tenant.

     (c)  Reimbursement by Tenant . Prior to the commencement of each calendar year, Landlord shall give Tenant a written estimate of the expenses Landlord anticipates will be incurred for the ensuing calendar year with respect to the maintenance and repair to be performed by Landlord as herein described (the “Maintenance Expenses”). Tenant shall pay, as additional rent, such estimated expenses in equal monthly installments in advance on or before the first day of each month concurrent with its payment of Basic Rent. Within ninety (90) days after the end of each calendar year, Landlord shall furnish Tenant a statement showing in reasonable detail the actual expenses incurred for the period in question and the parties shall within thirty (30) days thereafter make payment or allowance as necessary to adjust Tenant’s estimated payments to the actual expenses as shown by applicable periodic statements submitted by Landlord. If Landlord shall determine at any time that the estimate of expenses for the current calendar year is or will become inadequate to meet all such expenses for any reason, Landlord shall immediately determine the appropriate amount of such inadequacy and issue a supplemental estimate as to such expenses, and Tenant shall pay any increase in the estimated expenses as reflected by such supplemental estimate within twenty (20) days following receipt of written request from Landlord. Tenant’s failure to timely pay any of the charges in connection with the performance of its maintenance and repair obligations to be paid under this Paragraph 13 shall constitute a material default under this Lease.

     Landlord shall keep or cause to be kept separate and complete books of account covering costs and expenses incurred in connection with its maintenance and repair of the Building and outside areas, which costs and expenses shall include, without limitation, the actual costs and expenses incurred in connection with labor and material utilized in performance of the maintenance and repair obligations hereinafter described, public liability, property damage and other forms of insurance which Landlord may, or is required to, maintain, assessments which may be levied against the Premises under any recorded covenants, conditions and restrictions, and any other items reasonable necessary from time to time to properly repair, replace and maintain the outside areas and any interest paid in connection therewith. Landlord may elect to delegate its duties hereunder to a professional property manager; provided, however, that any fee charged by such professional property manager and passed through to Tenant hereunder shall reduce the management fee owed to Landlord hereunder dollar-for-dollar.

     Except as provided in Paragraph 17 hereof, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising from the making of any repairs, alterations or improvements in or to any portion of the Building or the Premises or in or to fixtures, appurtenances and equipment therein. Tenant waives the right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code or any similar law, statute or ordinance now or hereafter in effect and under the provisions of California Health and Safety Code Section 26143 with respect to those maintenance obligations which are Tenant’s responsibility under the terms of this Lease.

     (d) Structural/Foundation Capital Costs . Notwithstanding the terms of Subparagraphs 13(b) and (c) above, Landlord agrees that (i) during the initial Term of this Lease (i.e., the initial 126-month period), Tenant shall not be responsible to reimburse Landlord as part of Maintenance Expenses for any costs which would otherwise be deemed capital in nature pursuant to generally accepted accounting principles (“GAAP”) and incurred by Landlord solely in connection with its replacement of (A) the structural portions of the Building’s roof or walls, and/or (B) the Building’s foundation or slab (collectively, the “Structural/Foundation Capital Costs”), and (ii) following the initial Term of this Lease, Tenant shall be responsible to reimburse Landlord as part of Maintenance Expenses for all Structural/Foundation Capital Costs to the extent such costs are amortized (including an interest factor equal to the rate announced from time to time by Wells Fargo Bank or, if Wells Fargo Bank ceases to exist or ceases to publish such rate, then the rate announced from time to time by the largest (as measured by deposits) chartered bank operating in California, as its “prime rate” or “reference rate”) over the useful life (as determined in accordance with GAAP) of such capital improvements, repairs or replacements; provided that Tenant shall be responsible to immediately reimburse Landlord as part of Maintenance Expenses (without regard to the amortization process or the

initial Term protection described above) for any Structural/Foundation Capital Costs to the extent the same are attributable to Tenant’s or any of the Tenant Parties’ negligence or willful misconduct.

14. ALTERATIONS .

     (a)  Alterations . Tenant shall not make any alterations to the Premises, including any changes to the existing landscaping, without Landlord’s prior written consent. Any alterations made shall remain on and be surrendered with the Premises upon expiration of the Term, except that Landlord may, within thirty (30) days before or thirty (30) days after expiration of the Term, elect to require Tenant to remove any alterations which Tenant may have made to the Premises (unless otherwise agreed to in writing by Landlord prior to such date). If Landlord so elects, Tenant shall, at its own cost, restore the Premises to the condition designated by Landlord in its election, before the last day of the Term or within thirty (30) days after notice of its election is given, whichever is later. Notwithstanding the foregoing, Tenant may make non-structural alterations to the interior of the Premises upon twenty (20) days prior written notice to Landlord so long as such alterations do not (i) exceed Two Hundred Fifty Thousand Dollars ($250,000.00) individually and/or One Million Dollars ($1,000,000.00) in the aggregate during the Term of this Lease, (ii) materially affect the Building’s and/or Project’s services or systems, or proper functioning thereof, or Landlord’s or any other tenant’s access thereto, (iii) violate or require a change in any occupancy certificate applicable to the Building or Premises, or (iv) materially affect the Building’s foundation and/or the structural or exterior portions of the Building.

     (b)  Standard of Work . Should Landlord consent in writing to Tenant’s alteration of the Premises, Tenant shall contract with a contractor approved by Landlord for the construction of such alterations, shall secure all appropriate governmental approvals and permits, and shall complete such alterations with due diligence, in a first-class manner, in compliance with plans and specifications approved by Landlord, and in compliance with all applicable laws, statutes and regulations. Tenant shall pay all costs for such construction (including a commercially reasonable construction management fee payable to Landlord or Landlord’s property manager not to exceed the lesser of (i) five percent (5%) of the total cost of construction or (ii) $25,000.00) and shall keep the Premises free and clear of all mechanics’ liens which may result from construction by Tenant. In addition to the above described construction management fee payable to Landlord, Tenant shall also be responsible to promptly reimburse Landlord upon request for any and all third party structural engineer review fees (the “Engineer Fees”) incurred by Landlord in connection with Landlord’s review of any Tenant requested alterations that affect the structural integrity of the Building; provided, however, if Tenant elects to retain the structural engineer of record for the Building as designated by Landlord to oversee its construction, Tenant shall not be responsible to reimburse Landlord for any such Engineer Fees. Subject to the terms of Paragraph 23 below, Landlord shall have the right, but not the obligation, to enter upon the Premises to inspect periodically the work on the Premises.

     (c)  Liens . Tenant shall pay all costs for such construction and shall keep the Premises free and clear of all mechanics’ and materialmens’ liens which may result from construction by Tenant. Tenant shall provide at least ten (10) days prior written notice to Landlord before any labor is performed, supplies furnished or services rendered on or at the Premises and Landlord shall have the right to post on the Premises notices of non-responsibility.

15. RELEASE AND INDEMNITY .

     As material consideration to Landlord, Tenant agrees that Landlord, its agents, successors-in-interest with respect to the Premises and their respective directors, officers, partners, members, employees, shareholders, agents and representatives and the directors, officers, partners, members, employees, shareholders, agents and representatives of the partners or members of Landlord (collectively, the “Landlord Indemnified Parties”) shall not be liable to Tenant or any of the Tenant Parties for: (i) any damage to any property entrusted to employees of the Premises, Landlord or the Landlord Indemnified Parties, (ii) loss or damage to any property by theft or otherwise, (iii) consequential damages arising out of any loss of the use of the Premises or any equipment or facilities therein, or (iv) any injury or damage to person or property resulting from fire, explosion, falling plaster, steam, gas, electricity, water or rain which may leak from any part of the Premises or from pipes, appliances or plumbing work therein or from the roof, street, sub-surface or from any other place or resulting from dampness or any other causes whatsoever. Landlord and/or the Landlord Indemnified Parties shall not be liable for interference with light or other incorporeal hereditaments, nor shall Landlord or the Landlord Indemnified Parties be liable for any latent defects in the Premises. Tenant shall give prompt notice to Landlord in case of fire or accidents in the Premises and of defects therein or in the fixtures or equipment located therein.

     To the fullest extent permitted by law, Tenant agrees to indemnify, defend (with counsel satisfactory to Landlord) and hold harmless Landlord and the Landlord Indemnified Parties from (i) all claims, actions liabilities, and proceedings arising from Tenant’s use of the Premises or the conduct of its business or from any activity, work or thing done, permitted or suffered by Tenant, its agents, contractors, sublessees, employees or invitees, in or about the Premises and any breach or default in the performance of any obligation to be performed by Tenant under the terms of this Lease, or arising from any act, neglect, fault or omission of Tenant, or of its agents, contractors, employee or invitees, and (ii) any and all costs, attorneys’ fees, expenses and liabilities incurred with respect to any such claims, actions, liabilities, or proceedings, and in the event any actions or proceedings shall be brought against Landlord by reason of such claims, Tenant, upon notice from Landlord, shall defend the same at Tenant’s expense by counsel approved in writing by Landlord. Tenant hereby assumes all risk of damage to property or injury to person in, upon or about the Premises from any cause whatsoever, and Tenant hereby waives all its claims in respect thereof against Landlord. Notwithstanding anything to the contrary contained in this Paragraph 15 or elsewhere in this Lease, Tenant shall not be required to indemnify and hold Landlord or any Landlord Indemnified Parties harmless from any claims, actions, liabilities, and proceedings to the extent resulting from the negligence or willful misconduct of Landlord or any Landlord Indemnified Parties (the “Landlord Indemnified Claims”), and, subject to

the limitations contained in Paragraph 27 of this Lease, Landlord agrees to indemnify and hold Tenant harmless from and against any and all such Landlord Indemnified Claims (except for damage to Tenant’s personal property, fixtures, furniture and equipment in the Premises, to the extent Tenant is required to obtain insurance coverage therefor pursuant to the terms of this Lease) and any and all reasonable costs, attorneys’ fees, expenses and liabilities incurred with respect to any such Landlord Indemnified Claims to the extent the same shall be brought against Tenant by reason of claims subject to this indemnity. Landlord’s and Tenant’s indemnification obligations under this paragraph will survive the expiration or earlier termination of this Lease and are not intended to and will not relieve any insurance carrier of its obligations under policies required to be carried by Landlord and/or by Tenant pursuant to the provisions of this Lease.

     As used herein, the term “liabilities” shall include all suits, actions, claims and demands and all expenses (including attorneys’ fees and costs of defense) incurred in or about any such liability and any action or proceeding brought thereon. If any claim shall be made or any action or proceeding brought against Landlord on the basis of any liability described in this Paragraph 15, Tenant shall, upon notice from Landlord, defend the same at Tenant’s expense by counsel reasonably satisfactory to Landlord. It is understood that payment shall not be a condition precedent to recovery upon the foregoing indemnity.

16. INSURANCE .

     Tenant, at its cost, shall pay for and keep in full force and effect throughout the Term of this Lease:

     (a) COMMERCIAL GENERAL LIABILITY insurance with respect to the Premises and the operations by or on behalf of Tenant in, on or about the Premises, including, but not limited to, personal injury, product liability (if applicable), blanket contractual, owner’s protective, broad form property damage liability, liquor liability (if applicable) and owned and non-owned automobile liability in an amount not less than $5,