OFFICE LEASE

1.

Premises

1

1.1

Premises

1

1.2

Landlord’s Reservation of Rights

1

1.3

Measurement of Premises, Building and/or the Project

1

1.4

Project

1

2.

Term; Extension Option; Early Access

1

2.1

Term

1

2.2

Option to Extend

2

2.3

Early Access

3

3.

Rent

3

3.1

Basic Rent

3

3.2

Additional Rent

3

4.

Common Areas; Operating Expenses

3

4.1

Definitions; Tenant’s Rights

3

4.2

Landlord’s Reserved Rights

4

4.3

Excess Expenses

4

4.4

Definition of Operating Expenses

4

4.5

Definition of Real Property Taxes and Assessments

6

4.6

Estimate Statement

7

4.7

Actual Statement

7

4.8

No Release

7

4.9

Audit Rights

7

5.

Security Deposit

8

6.

Use

8

6.1

General

8

6.2

Parking

9

6.3

Signs and Auctions

9

6.4

Hazardous Materials

9

7.

Payments and Notices

10

8.

Brokers

10

9.

Surrender; Holding Over

10

9.1

Surrender of Premises

10

9.2

Hold Over With Landlord’s Consent

11

9.3

Hold Over Without Landlord’s Consent

11

9.4

No Effect on Landlord’s Rights

11

10.

Taxes on Tenant’s Property

11

11.

Condition of Premises; Repairs

11

11.1

Condition of Premises

11

11.2

Landlord’s Repair Obligations

11

11.3

Tenant’s Repair Obligations

12

11.4

Landlord Work

12

12.

Alterations

13

12.1

Tenant Changes; Conditions

13

12.2

Removal of Tenant Changes and Tenant Improvements

14

12.3

Removal of Personal Property

14

12.4

Tenant’s Failure to Remove

14

13.

Liens

14

14.

Assignment and Subletting

14

14.1

Restriction on Transfer

14

14.2

Permitted Controlled Transfers

15

14.3

Landlord’s Options

15

14.4

Additional Conditions; Excess Rent

15

14.5

Reasonable Disapproval

16

14.6

No Release

16

14.7

Administrative and Attorneys’ Fees

16

14.8

Material Inducement

16

15.

Entry by Landlord

16

16.

Utilities and Services

17

16.1

Standard Utilities and Services

17

16.2

Tenant’s Obligations

17

16.3

Failure to Provide Services

18

16.4

Abatement of Rent When Tenant is Prevented From Using Premises. If Tenant is prevented from using, and does not use, the Premises or any portion thereof, for five (5) consecutive business days (the "Eligibility Period") as a result of (i) any repair, maintenance or alteration performed by Landlord after the Commencement Date, or (ii) any failure to provide to the Premises any of the essential utilities and services required to be provided in Sections 16.1(a), 16.1(b), or 16.1(c) above, (iii) any failure to provide access to the Premises, or (iv) Landlord’s exercise of its rights in Section 4.2 of this Lease, then Tenant’s obligation to pay Monthly Basic Rent and Operating Expenses shall be abated or reduced, as the case may be, from and after the first (1st) day following the Eligibility Period and continuing until such time that Tenant continues to be so prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable square feet of the portion of the Premises that Tenant is prevented from using, and does not use, bears to the total rentable square feet of the Premises; provided, however, that Tenant shall only be entitled to such abatement of rent if the matter described in clauses (i) (i.e, the matter giving rise to the repair, maintenance or alteration), (ii) or (iii) of this sentence is caused by the gross negligence or willful misconduct of Landlord or Landlord’s contractors or agents

18

17.

Indemnification and Exculpation

18

17.1

Tenant’s Assumption of Risk and Waiver

18

17.2

Indemnification

18

17.3

Survival; No Release of Insurers

19

18.

Damage or Destruction

19

18.1

Landlord’s Rights and Obligations

19

18.2

Abatement of Rent

19

18.3

Inability to Complete

19

18.4

Damage Near End of Term

19

18.5

Waiver of Termination Right

19

18.6

Termination by Tenant

19

19.

Eminent Domain

20

19.1

Substantial Taking

20

19.2

Partial Taking; Abatement of Rent

20

19.3

Condemnation Award

20

19.4

Temporary Taking

20

19.5

Waiver of Termination Right

20

20.

Tenant’s Insurance

20

20.1

Types of Insurance

20

20.2

Requirements

21

20.3

Effect on Insurance

21

21.

Landlord’s Insurance

21

22.

Waiver of Claims; Waiver of Subrogation

22

22.1

Mutual Waiver of Parties

22

22.2

Waiver of Insurers

22

23.

Tenant’s Default and Landlord’s Remedies

22

23.1

Tenant’s Default

22

23.2

Landlord’s Remedies; Termination

22

23.3

Landlord’s Remedies; Re-Entry Rights

23

23.4

Continuation of Lease

23

23.5

Landlord’s Right to Perform

23

23.6

Interest

23

23.7

Late Charges

23

23.8

Intentionally Omitted

23

23.9

Rights and Remedies Cumulative

23

23.10

Tenant’s Waiver of Redemption

24

23.11

Costs Upon Default and Litigation

24

24.

Landlord’s Default

24

25.

Subordination

24

26.

Estoppel Certificate

24

26.1

Tenant’s Obligations

24

26.2

Tenant’s Failure to Deliver

24

27.

Intentionally Omitted

25

28.

Modification and Cure Rights of Landlord’s Mortgagees and Lessors

25

28.1

Modifications

25

28.2

Cure Rights

25

29.

Quiet Enjoyment

25

30.

Transfer of Landlord’s Interest

25

31.

Limitation on Landlord’s Liability

25

32.

Miscellaneous

25

32.1

Governing Law

25

32.2

Successors and Assigns

25

32.3

No Merger

25

32.4

Professional Fees

25

32.5

Waiver

26

32.6

Terms and Headings

26

32.7

Time

26

32.8

Prior Agreements; Amendments

26

32.9

Severability

26

32.10

Recording

26

32.11

Exhibits

26

32.12

Accord and Satisfaction

26

32.13

Financial Statements

26

32.14

No Partnership

26

32.15

Force Majeure

26

32.16

Counterparts

27

32.17

Nondisclosure of Lease Terms

27

32.18

Independent Covenants

27

33.

Lease Execution

27

33.1

Tenant’s Authority

27

33.2

Joint and Several Liability

27

33.3

Building Name and Signage

27

33.4

Landlord’s Title; Air Rights

27

33.5

Time of Essence

27

33.6

Intentionally Omitted

27

33.7

No Option

27

34.

Waiver of Jury Trial

27

35.

Consent to Judicial Reference

28

36.

ERISA

28

Landlord’s Address :

For Notice:

Prentiss/Collins Del Mar Heights LLC

Prudential Real Estate Investors

4 Embarcadero Center, Suite 2700

San Francisco, California 94111-4180

Attn: Asset Management, PRISA II Portfolio

Facsimile: (415) 398-1025

With a copy to:

Prentiss/Collins Del Mar Heights LLC

c/o Prudential Real Estate Investors

8 Campus Drive, 4th Floor

Parsippany, New Jersey 07054

Attention: Gregory D. Shanklin, Law Department

With a copy to:

Prentiss/Collins Del Mar Heights LLC

c/o Brandywine Operating Partnership, LP

705 Palomar Airport Road, Suite 320

Carlsbad, California 92011

Attention: Deborah Street

Telephone: (760) 438-4242

Facsimile: (760) 438-0046

For Payment:

Prentiss/Collins Del Mar Heights LLC

P.O. Box 100125

Pasadena, California 91189-0125

Tenant’s Address :

(Prior to Commencement Date)

Orexigen Therapeutics, Inc.

c/o Scot Ginsburg

11988 El Camino Real, Suite 150

San Diego, CA 92130

Telephone: (858) 523-2100

Facsimile: (858) 523-2101

(After Commencement Date)

Orexigen Therapeutics

12481 High Bluff Drive, Suite 160

San Diego, California 92130

Attn: Graham Cooper

Telephone: (___)                     

Facsimile: (___)                     

With a copy to:

Latham & Watkins LLP

12636 High Bluff Drive, Suite 400

San Diego, California

Attn: Cheston Larson

Telephone: (858) 523-5400

Facsimile: (858) 523-5450

1.3

Site; Project : The Site consists of the parcel(s) of real property in that certain Project commonly known as High Bluff Ridge at Del Mar located at 12481-12531 High Bluff Drive, City of San Diego, County of San Diego, State of California, as shown on the site plan attached hereto as Exhibit “A” as such area may be expanded or reduced from time to time. The Project includes the Site and all buildings, improvements and facilities, now or subsequently located on the Site from time to time, including, without limitation, the two (2) buildings on the Site (including the Building), as depicted on the site plan attached hereto as Exhibit “A” . The aggregate rentable square feet of all buildings (including the Building) located within the Project shall be approximately 157,567 rentable square feet.

1.7

Commencement Date : The earlier of (i) the date Tenant commences business operations in the Premises, or (ii) the date of Substantial Completion (as defined in Section 11.4(b) ) of the Premises, which date of Substantial Completion is anticipated to be November 1, 2006.

Monthly Basic Rent

Months of Term

Monthly Basic Rent

per Rentable Square Foot

$

16,383.75

$

3.75

$

16,951.72

$

3.88

$

17,563.38

$

4.02

$

18,175.04

$

4.16

$

18,786.70

$

4.30

2.1

Tenant’s Percentage : 2.77%, which is the ratio that the rentable square footage of the Premises bears to the rentable square footage of the Project. Accordingly, as more particularly set forth in Sections 4.3 and 4.4 , Tenant shall pay to Landlord 2.77% of the “ Operating Expenses ” (as defined in Section 4.4 ) in excess of “ Landlord’s Contribution to Operating Expenses ” as defined in Section 1.10 of the Summary. Tenant’s Percentage is subject to adjustment in accordance with Section 1.3 of the Lease.

2.2

Landlord’s Contribution to Operating Expenses : Tenant’s Percentage of Operating Expenses incurred by Landlord during calendar year 2007 (the “Base Year”), adjusted to reflect an assumption that the Project is fully assessed for real property tax purposes as a completed Project ready for occupancy and that the Project is ninety-five percent (95%) occupied during such year.

2.3

Security Deposit : $125,000 (subject to reduction to $70,000 pursuant to Section 5 ).

2.4

Permitted Use : General office purposes only consistent with the character of the Building as a first class office building and for no other purpose or purposes whatsoever.

2.5

Brokers : Grubb & Ellis/BRE Commercial representing Landlord and The Staubach Company-San Deigo, Inc., representing Tenant.

2.6

Interest Rate : The lesser of: (a) 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”, plus five percent (5%); or (b) the maximum rate permitted by law.

2.7

Tenant Improvements : The tenant improvements installed or to be installed in the Premises as described in the Work Letter Agreement attached hereto as Exhibit “C” .

2.8

Parking : A total of sixteen (16) unreserved, uncovered parking privileges at no additional cost to Tenant, which parking privileges shall be subject to the provisions set forth in Section 6.2 of this Lease. Notwithstanding the foregoing, five (5) of such sixteen (16) spaces shall be covered, reserved spaces at the rate of $100 per month per space.

2.9

Business Hours for the Building . 7:00 a.m. to 6:00 p.m., Mondays through Fridays (except Building Holidays) and 8:00 a.m. to 12:00 p.m. on Saturdays (except Building Holidays). “ Building Holidays ” shall mean New Year’s Day, Labor Day, Presidents’ Day, Thanksgiving Day, Memorial Day, Independence Day and Christmas Day and such other national holidays as are adopted by Landlord as holidays for the Building.

2.10

Guarantor(s) : None.

1.1

Premises . Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the Premises described in Section 1.5 of the Summary above, improved or to be improved with the Tenant Improvements. Such lease is upon, and subject to, the terms, covenants and conditions herein set forth and each party covenants, as a material part of the consideration for this Lease, to keep and perform their respective obligations under this Lease. Subject to casualty, emergency, condemnation, Landlord’s repair and maintenance of the Project and the testing of the life safety and building systems of the Project, Tenant shall have access to the Premises twenty-four hours a day, seven days a week during the Lease Term.

1.2

Landlord’s Reservation of Rights . Provided Tenant’s use of and access to the Premises is not materially interfered with in an unreasonable manner, and subject to the terms of this Lease, Landlord reserves for itself the right from time to time to install, use, maintain, repair, replace and relocate pipes, ducts, conduits, wires and appurtenant meters and equipment above the ceiling surfaces, below the floor surfaces and within the walls of the Building and the Premises.

1.3

Measurement of Premises, Building and/or the Project . Landlord reserves the right to re-measure the Premises, the Building and/or the Project and adjust all provisions of this Lease which are based upon the area of the Premises, the Building and/or the Project such as Tenant’s Percentage, Monthly Basic Rent, and the Allowance, if any. As used in this Lease, the following terms have the meanings indicated:

(a)

The term “ usable area ” means the usable area as determined, in Landlord’s reasonable discretion, in substantial accordance with the Standard Method for Measuring Floor Area in Office Buildings, ANSI/BOMA Z65.1 — 1996 (the “ BOMA Standard ”); and

(b)

The term “ rentable area ” or “ rentable square footage ” means the rentable area measured, in Landlord’s reasonable discretion, in substantial accordance with the BOMA Standard.

1.4

Project . The term “ Project ,” as used in this Lease, shall include, collectively, (i) the Building, (ii) the other building in the Project (and additional buildings if and when constructed), (iii) any outside plaza areas, walkways, driveways, courtyards, public and private streets, transportation facilitation areas and other improvements and facilities now or hereafter constructed surrounding and/or servicing the Building and the other buildings in the Project (and additional buildings if and when constructed), including parking structures and surface parking facilities now or hereafter servicing the Building and the other building in the Project (and additional buildings if and when constructed) (collectively, the “ Parking Facilities ”), which are designated from time to time by Landlord as common areas (or parking facilities, as the case may be) appurtenant to or servicing the Building and the other building in the Project; (iv) any additional buildings, improvements, facilities, parking areas and structures and common areas which Landlord (and/or any common area association formed by Landlord or Landlord’s assignee for the Project) may add thereto from time to time within or as part of the Project; and (v) the land upon which any of the foregoing are situated. The site plan depicting the current configuration of the proposed Project is set forth in Exhibit “A ” attached hereto (the “ Site ”). Notwithstanding the foregoing or anything contained in this Lease to the contrary, (1) Landlord has no obligation to expand or otherwise make any improvements within the Project, including, without limitation, any of the outside plaza areas, walkways, driveways, courtyards, public and private streets, transportation facilitation areas and other improvements and facilities which may be depicted on Exhibit “A ” attached hereto (as the same may be modified by Landlord from time to time without notice to Tenant), other than Landlord’s obligations set forth in the Work Letter Agreement to construct the Base, Shell and Core of the Building, and (2) Landlord shall have the right from time to time to include or exclude any improvements or facilities within the Project, at Landlord’s sole election.

2.1

Term . The Term of this Lease shall be for the period designated in Section 1.6 of the Summary commencing on the Commencement Date, and ending on the expiration of such period, unless the Term is sooner terminated as provided in this Lease. Notwithstanding the foregoing, if the Commencement Date falls on any day other than the first day of a calendar month then the term of this Lease will be measured from the first day of the month following the month in which the Commencement Date occurs so that the Term will end on the last day of a month. By written instrument substantially in the form of Exhibit “D” attached hereto, Landlord shall notify Tenant of the Commencement Date, the rentable and usable square feet of the Premises, Tenant’s Percentage and all other matters stated therein, and Tenant shall, within ten (10) days following delivery of such Commencement Notice, either (i) acknowledge and agree to all matters set forth in the Commencement Notice by executing the same and delivering the fully executed Commencement Notice to Landlord (in which case the Commencement Notice shall be conclusive and binding on Tenant as to all matters set forth therein), or (ii) deliver written notice to Landlord of any objections to matters contained in the Commencement Notice. The foregoing notwithstanding, Landlord’s failure to deliver any Commencement Notice to Tenant shall not affect Landlord’s determination of the Commencement Date. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the anticipated Commencement Date, Landlord shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease or the obligations of Tenant hereunder or extend the term hereof, but in such case,

Tenant shall not be obligated to pay rent or perform any other obligation of Tenant under the terms of this Lease, except as may be otherwise provided in this Lease, until possession of the Premises is tendered to Tenant.

2.2

Option to Extend .

(a)

Subject to the terms hereof, Landlord hereby grants to Tenant one (1) option (the “ Extension Option ”) to extend the Term of this Lease with respect to the entire Premises for three (3) years (“ Option Term ”), on the same terms, covenants and conditions as provided for in this Lease during the initial Lease Term, except that all economic terms such as, without limitation, Monthly Basic Rent, a new Base Year for Operating Expenses, if appropriate, parking charges, etc., shall be established based on the “fair market rental rate” for the Premises for the Option Term as defined and determined in accordance with the provisions of this Section 2.2 and except that the Tenant shall have no further right to extend the Lease Term.

(b)

The Extension Option must be exercised, if at all, by written notice (“ Extension Notice ”) delivered by Tenant to Landlord (and actually received by Landlord) no earlier than the date which is twelve (12) months, and no later than the date which is nine (9) months, prior to the expiration of the then current Term of this Lease. If the Extension Notice is not so given and received, the Extension Option shall automatically expire. As a condition to the extension of the Lease Term pursuant to the Extension Option, any prior Tenant that has not been expressly released from liability under this Lease, and any guarantor of the Tenant’s performance hereunder, must expressly reaffirm in writing the extension of their liability for the Option Term.

(c)

The term “ fair market rental rate ” as used herein shall mean the annual amount per rentable square foot, projected during the relevant period, that a willing, comparable, non-equity renewal tenant (excluding sublease, assignment and new tenant transactions) would pay, and a willing, comparable landlord of a comparable quality building located in the vicinity of the Building would accept, at arm’s length (what Landlord is accepting in current transactions for the Project may be considered), for space unencumbered by any other tenant’s expansion rights and comparable in size, quality and floor height as the leased area at issue taking into account the age, quality and layout of the existing improvements in the leased area at issue (with consideration given to the fact that the improvements existing in the Premises are specifically suitable to Tenant) and taking into account items that professional real estate brokers customarily consider in renewal transactions, including, but not limited to, rental rates, office space availability, tenant size, refurbishment allowances, operating expenses and allowance, parking charges, and any other amounts then being charged by Landlord or the lessors of such similar office buildings but specifically disregarding concessions then being granted by comparable landlords to new tenants in comparable buildings located in the vicinity of the Building. Notwithstanding anything to the contrary contained herein, the Monthly Basic Rent during the Option Term shall in no event be less than the Monthly Basic Rent scheduled to be paid during the month prior to the commencement of the Option Term.

(d)

Landlord’s determination of fair market rental rate shall be delivered to Tenant in writing not later than thirty (30) days following Landlord’s receipt of Tenant’s Extension Notice. Tenant will have five (5) days (“ Tenant’s Review Period ”) after receipt of Landlord’s notice of the fair market rental rate within which to accept such fair market rental rate or to object thereto in writing. Tenant’s failure to accept or reject the fair market rental rate submitted by Landlord in writing within Tenant’s Review Period will conclusively be deemed Tenant’s approval thereof. If Tenant objects to the fair market rental rate submitted by Landlord within Tenant’s Review Period, then Landlord and Tenant will attempt in good faith to agree upon such fair market rental rate. If Landlord and Tenant fail to reach agreement on such fair market rental rate within ten (10) days following the expiration of Tenant’s Review Period, the Extension Option shall void and the Lease shall expire at the end of the original Lease Term.

(e)

Notwithstanding anything above to the contrary, the Extension Option is personal to the original Tenant executing this Lease (“ Original Tenant ”) and may be exercised only by the Original Tenant (and not any sublessee or other Transferee of Original Tenant’s interest in this Lease) while occupying the entire Premises and may not be exercised or be assigned, voluntarily or involuntarily, by any person or entity other than the Original Tenant executing this Lease. The Extension Option is not assignable separate and apart from this Lease, nor may the Extension Option be separated from this Lease in any manner, either by reservation or otherwise.

(f)

Tenant shall have no right to exercise the Extension Option, notwithstanding any provision of the grant of the Extension Option to the contrary, (i) during the time that Landlord has given Tenant a notice of default under the terms of this Lease until the default identified in such notice is cured, (ii) during the period of time commencing on the day after a monetary obligation to Landlord is due from Tenant and unpaid (without any necessity for notice thereof to Tenant) continuing until the obligation is paid, (iii) at any time after an event of default described in Sections 23.1(a) , 23.1(d) , 23.1(e) or 23.1(f) (without any necessity of Landlord to give notice of such default to Tenant), or (iv) in the event that Landlord has given to Tenant three or more notices of default under Paragraph 23.1(b) , where a late charge has become payable under Paragraph 23.7 for each of such defaults, or three or more valid notices of default under Paragraph 23.1(c) , whether or not the defaults are cured, during the twelve (12) month period prior to the time that Tenant intends to exercise the Extension Option. The period of time within which the Extension Option may be exercised shall not be extended or enlarged by reason of Tenant’s inability to exercise the Extension Option because of the provisions of Section 2.2(f) . If Landlord desires to contend that clause (ii) of this Section 2.2(g) applies to negate Tenant’s exercise of the Extension Option, then, unless Landlord has given Tenant written notice of Tenant’s failure to satisfy such monetary obligation, Landlord must do so by providing Tenant with a notice of such contention that specifies the basis thereof within thirty (30) days after Tenant’s delivery of the Extension Notice. Failure of Landlord to deliver such a notice (unless Landlord has given Tenant written notice of Tenant’s failure to satisfy such monetary obligation) within said thirty (30) day period shall be deemed a waiver of Landlord’s right to contend that clause (ii) of this Section 2.2(g) applies to negate Tenant’s exercise of the Extension Option.

(g)

The Extension Option may, at Landlord’s option, be nullified by Landlord and deemed of no further force or effect, if (i) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of thirty (30) days after such obligation becomes due where Landlord has notified Tenant of such monetary obligation, or (ii) Tenant fails to commence to cure a default specified in Section 23.1(c) within 30 days after the date that Landlord gives notice to Tenant of such default and/or Tenant fails thereafter to diligently prosecute said cure to completion, or (iii) Tenant commits a default described in Section 23.1(a) , 23.1(d) , 23.1(e) or 23.1(f) (without any necessity of Landlord to give notice of such default to Tenant), or (iv) Landlord gives to Tenant three or more notices of default under Paragraph 23.1(b) , where a late charge becomes payable under Paragraph 23.7 for each such default, or three or more notices of default under Paragraph 23.1(c) , whether or not the defaults are cured.

2.3

Early Access . Tenant shall be permitted to enter the Premises prior to the Commencement Date (the “ Early Access Period ”) for purposes of installing Tenant’s cabling, security system, furniture, fixtures and equipment; provided , however , that Tenant’s entry into the Premises during the Early Access Period shall be subject to and conditioned upon (i) Tenant’s coordination of such entry with Landlord and Landlord’s general contractor(s) so as not to delay Substantial Completion, (ii) Tenant providing Landlord with copies of certificates of insurance, complying in all respects with the terms of this Lease for all insurance required to be provided hereunder prior to entering the Premises, (iii) Tenant having obtained any and all governmental approvals required for such access, and (iv) Tenant complying with such restrictions and conditions on such access which Landlord deems reasonably necessary (and Tenant acknowledges and agrees that any restrictions and conditions imposed by Landlord with the purpose of attempting to avoid any delay in the Commencement Date shall be deemed reasonable). Such access and the installation of such cabling, security system, furniture, fixtures and equipment shall also be subject to all of the terms and conditions of this Lease, including, without limitation, the provisions of Sections 17 , 20 and 22 ; provided, however, that so long as Tenant does not commence the operation of business from the Premises, Tenant will not be obligated to pay Monthly Basic Rent or Excess Rent during the Early Access Period,. In no event shall Tenant or Tenant’s employees, agents, consultants, contractors or invitees interfere with any construction being undertaken by or on behalf of Landlord, nor with any inspections or issuance of final approvals by any applicable governmental authority, and if Tenant fails to cease such interference promptly after notice from Landlord specifying the nature of such interference, Landlord shall have the right to terminate Tenant’s access. Such access shall not advance the Termination Date. Other than with respect to the gross negligence of Landlord or Landlord’s contractors or agents (but in no event shall Landlord be liable for any loss of business, loss of profits or other consequential damages), Tenant hereby releases and discharges Landlord and Landlord’s employees, agents, consultants, contractors and manager from and against any and all claims of loss, damage or injury to persons or property, including without limitation any product inventory, which is alleged to have occurred during the Early Access Period. Landlord makes no representation or warranty about safety of the Premises during the Early Access Period, as construction and other activities may be ongoing.

3.1

Basic Rent . Tenant agrees to pay Landlord, as basic rent for the Premises, the Monthly Basic Rent in the amounts designated in Section 1.8 of the Summary. The Monthly Basic Rent shall be paid by Tenant in monthly installments in the amounts designated in Section 1.8 of the Summary in advance on the first day of each and every calendar month during the Term, without demand, notice, deduction or offset except that the first full month’s Monthly Basic Rent shall be paid upon Tenant’s execution and delivery of this Lease to Landlord. Monthly Basic Rent for any partial month shall be prorated in the proportion that the number of days this Lease is in effect during such month bears to a thirty (30) day month. Notwithstanding the foregoing, so long as a default by Tenant (after the giving of any required notice and the expiration of any applicable cure period) has not occurred, the Monthly Basic Rent for the first sixty (60) days of the Lease Term shall be abated.

3.2

Additional Rent . All amounts and charges payable by Tenant under this Lease in addition to the Monthly Basic Rent described in Section 3.1 above (including, without limitation, payments for insurance, repairs and parking, and Excess Expenses, as defined in Section 4.3 ) 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 Monthly Basic Rent is referenced. The Monthly Basic Rent and additional rent shall be paid to Landlord as provided in Section 7 , without any prior notice or demand therefor and without any deduction or offset whatever, in lawful money of the United States of America (except for any rent abatement described in the last sentence of Section 3.1 ).

4.1

Definitions; Tenant’s Rights . During the Term of this Lease, Tenant shall have the non-exclusive right to use, in common with other tenants in the Project, and subject to the Rules and Regulations referred to in Section 6 below, those portions of the Project (the “ Project Common Areas “) not leased or designated for lease to tenants that are provided for use in common by Landlord, Tenant and any other tenants of the Project (or by the sublessees (agents, employees, customers invitees, guests or licensees of any such party), whether or not those areas are open to the general public. The Project Common Areas shall include, without limitation, any fixtures, systems, decor, facilities and landscaping contained, maintained or used in connection with those areas, and shall be deemed to include any city sidewalks adjacent to the Project, any pedestrian walkway system, park or other facilities located on the Site and open to the general public. The common areas appurtenant to the Building shall be referred to herein as the “ Building Common Areas ” and shall include, without limitation, the following areas:

(a)

the common entrances, lobbies, restrooms on multi-tenant floors, elevators, stairways and accessways, loading docks, ramps, drives and platforms and any passageways and serviceways thereto to the extent not exclusively serving another tenant or contained within another tenant’s premises, and the common pipes, conduits, wires and appurtenant equipment serving the Premises; and

(b)

the parking structure and parking areas (subject to Section 6.2 below), loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways and landscaped areas appurtenant to the Building.

4.2

Landlord’s Reserved Rights . Landlord reserves the right from time to time to use any of the Common Areas and to do any of the following, as long as such acts do not unreasonably interfere with Tenant’s use of or access to the Premises or the Parking Facilities:

(a)

expand the Building and construct or alter other buildings or improvements on the Site;

(b)

make any changes, additions, improvements, repairs or replacements in or to the Project, the Site, the Common Areas and/or the Building (including the Premises if required to do so by any law or regulation) and the fixtures and equipment thereof, including, without limitation: (i) maintenance, replacement and relocation of pipes, ducts, conduits, wires and meters; and (ii) changes in the location, size, shape and number of driveways, entrances, stairways, elevators, loading and unloading areas, ingress, egress, direction of traffic, landscaped areas and walkways and, subject to Section 6.2 , parking spaces and parking areas;

(c)

close temporarily any of the Common Areas while engaged in making repairs, improvements or alterations to the Project, Site and/or Building;

(d)

perform such other acts and make such other changes with respect to the Project, Site, Common Areas and Building, as Landlord may, in the exercise of its good faith business judgment, deem to be appropriate;

(e)

form a common area association or associations under covenants, conditions and restrictions to own, manage, operate, maintain, repair and/or replace all or any portion of the landscaping, driveways, walkways, parking areas, public and private streets, plazas, courtyards, transportation facilitation areas and/or other common areas located outside of the Building and, subject to Section 4.4 below, include the common area assessments, fees and taxes charged by the association(s) and the cost of maintaining, managing, administering and operating the association(s), in Operating Expenses; and

(f)

perform such other acts and make such other changes with respect to the Project as Landlord may, in the exercise of good faith business judgment, deem to be appropriate.

4.3

Excess Expenses . In addition to the Monthly Basic Rent required to be paid by Tenant pursuant to Section 3.1 above, during each month during the Term of this Lease (after the Base Year noted in Section 1.10 of the Summary), Tenant shall pay to Landlord the amount by which Tenant’s Percentage of Operating Expenses for such calendar year exceeds Landlord’s Contribution to Operating Expenses (such amount shall be referred to in this Section 4 as the “ Excess Expenses “), in the manner and at the times set forth in the following provisions of this Section 4 .

maintenance of the elevators and the structural portions of the Project, including the plumbing, heating, ventilating, air-conditioning, electrical and other utility systems installed or furnished by Landlord; (k) maintenance, costs and upkeep of all parking and Common Areas; (l) amortization on a straight-line basis over the useful life (as determined in accordance with generally accepted accounting principles in effect from time to time in the United States), together with interest at the Interest Rate (as defined in Section 1.14 of the Summary of this Lease) on the unamortized balance of all costs of a capital nature (including, without limitation, capital improvements, capital replacements, capital repairs, capital equipment and capital tools): (1) intended to produce a reduction in operating charges or energy consumption or effect other economies in the operation or maintenance of the Project; or (2) required after the date of this Lease under any governmental law or regulation; (3) for repair or replacement of any equipment or improvements needed to operate and/or maintain the Project, the Common Areas and/or the Site at the same quality levels as prior to the repair or replacement; or (4) which are reasonably determined by Landlord to be in the best interests of the Project; (m) costs and expenses of gardening and landscaping; (n) maintenance of signs (other than signs of other tenants of the Project); (o) personal property taxes levied on or attributable to personal property used in connection with the Project, the Common Areas and/or the Site; and (p) costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting, cleaning, refuse removal, security and similar items, including appropriate reserves. For purposes of determining Landlord’s Contribution to Operating Expenses, Operating Expenses shall not include (i) one-time special assessments, charges, costs or fees or extraordinary charges or costs incurred in the Base Year only, (ii) market-wide labor-rate increases due to extraordinary circumstances including, but not limited to, boycotts and strikes, (iii) utility rate increases due to extraordinary circumstances including, but not limited to, conservation surcharges, boycotts, embargoes or other shortages, and (iv) amortization of any capital items including, but not limited to, capital improvements, capital repairs and capital replacements (including such amortized costs where the actual improvement, repair or replacement was made in prior years). In no event shall costs for any item of utilities included in Operating Expenses for any year subsequent to the Base Year be less than the amount included in Operating Expenses for the Base Year for such utility item. In addition, if in any calendar year subsequent to the Base Year, the amount of Operating Expenses decreases due to a reduction in the cost of providing utilities, security and/or other services to the Project for any reason, including without limitation, because of deregulation of the utility industry and/or reduction in rates achieved in contracts with utilities and/or service providers, then for purposes of the calendar year in which such decrease in Operating Expenses occurred and all subsequent calendar years, the Operating Expenses for the Base Year shall be decreased by an amount equal to such decrease.

(a)

costs incurred in correcting construction defects in the original construction of the Project;

(c)

costs for which the Landlord is reimbursed, or would have been reimbursed, if Landlord had carried the insurance Landlord is required to carry pursuant to this Lease;

(e)

the wages and benefits of any employee who does not devote substantially all of his or her employed time to the Project unless such wages and benefits are prorated to reflect time spent on operating and managing the Project vis-à-vis time spent on matters unrelated to operating and managing the Project; provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Project general manager unless those personnel are acting in the capacity of their respective positions and the amount of salary being charged to the Project is comparable to Comparable Buildings in the area;

(g)

costs of capital improvements (including rentals which would constitute a capital improvement if purchased), alterations and repairs except as set forth above in this Section 4.4 ;

(i)

the cost of all items and services for which Tenant or any other tenant in the Project is obligated to reimburse Landlord such cost, or the cost of such items and services for which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

(l)

cost incurred to correct violations of Title III of the Americans with Disabilities Act of 1990 existing as of the Commencement Date, which violations were of such a nature that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the existence of such violations would have then required the correction of such violations; and

4.5

Definition of Real Property Taxes and Assessments . All Real Property Taxes and Assessments shall be adjusted to reflect an assumption that the Project is fully assessed for real property tax purposes as a completed building(s) ready for occupancy. As used in this Lease, the term “ Real Property Taxes and Assessments ” shall mean: any form of assessment, license fee, license tax, business license fee, commercial rental tax, levy, charge, improvement bond, tax, water and sewer rents and charges, utilities and communications taxes and charges or similar or dissimilar imposition imposed by any authority having the direct power to tax, including any city, county, state or federal government, or any school, agricultural, lighting, drainage or other improvement or special assessment district thereof, or any other governmental charge, general and special, ordinary and extraordinary, foreseen and unforeseen, which may be assessed against any legal or equitable interest of Landlord in the Premises, Building, Common Areas, Site or Project, including the following by way of illustration but not limitation:

(b)

any assessment, tax, fee, levy or charge in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June, 1978 election and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants. It is the intention of Tenant and Landlord that all such new and increased assessments, taxes, fees, levies and charges be included within the definition of “Real Property Taxes and Assessments” for the purposes of this Lease;

(d)

any assessment, tax, fee, levy or charge upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and/or

4.6

Estimate Statement . By the first day of April of each calendar year during the Term of this Lease (after the Base Year noted in Section 1.10 of the Summary) or as soon thereafter as reasonably possible, Landlord shall endeavor to deliver to Tenant a statement (“ Estimate Statement ”) estimating the Operating Expenses for the current calendar year and the estimated amount of Excess Expenses payable by Tenant. Landlord shall have the right no more than three (3) times in any calendar year to deliver a revised Estimate Statement showing the Excess Expenses for such calendar year if Landlord determines that the Excess Expenses are greater than those set forth in the original Estimate Statement (or previously delivered revised Estimate Statement) for such calendar year. The Excess Expenses shown on the Estimate Statement (or revised Estimate Statement, as applicable) shall be divided into twelve (12) equal monthly installments, and Tenant shall pay to Landlord, concurrently with the regular Monthly Basic Rent payment next due following the receipt of the Estimate Statement (or revised Estimate Statement, as applicable), an amount equal to one (1) monthly installment of such Excess Expenses multiplied by the number of months from January in the calendar year in which such statement is submitted to the month of such payment, both months inclusive (less any amounts previously paid by Tenant with respect to any previously delivered Estimate Statement or revised Estimate Statement for such calendar year). Subsequent installments shall be paid concurrently with the regular monthly rent payments for the balance of the calendar year and shall continue until the next calendar year’s Estimate Statement (or current calendar year’s revised Estimate Statement) is received.

4.8

No Release . Any delay or failure by Landlord in delivering any Estimate or Actual Statement pursuant to this Section 4 shall not constitute a waiver of its right to receive Tenant’s payment of Excess Expenses, nor shall it relieve Tenant of its obligations to pay Excess Expenses pursuant to this Section 4 , except that Tenant shall not be obligated to make any payments based on such Estimate or Actual Statement until ten (10) business days after receipt of such statement.

and complete its inspection and have the Accountant conduct and complete the audit as described above prior to the expiration of the Review Period shall be conclusively deemed Tenant’s approval of the Actual Statement in question and the amount of Operating Expenses shown thereon. In connection with any inspection and/or audit conducted by Tenant pursuant to this Section 4.9 , Tenant agrees to keep, and to cause all of Tenant’s employees and consultants and the Accountant to keep, all of Landlord’s books and records and the audit, and all information pertaining thereto and the results thereof, strictly confidential, and in connection therewith, Tenant shall cause such employees, consultants and the Accountant to execute such commercially reasonable confidentiality agreements as Landlord may require prior to conducting any such inspections and/or audits.

6.1

General . Tenant shall use the Premises solely for the Permitted Use specified in Section 1.12 of the Summary, and shall not use or permit the Premises to be used for any other use or purpose whatsoever. Tenant shall observe and comply with the “ Rules and Regulations ” attached hereto as Exhibit “E ”, and all reasonable, non-discriminatory modifications thereof and additions thereto from time to time put into effect and furnished to Tenant by Landlord. Landlord shall use commercially reasonable efforts to enforce the Rules and Regulations, but shall have no liability to Tenant for the violation or non-performance by any other tenant or occupant of the Project or the Building of any such Rules and Regulations. Tenant shall, at its sole cost and expense, observe and comply with all requirements of any board of fire underwriters or similar body relating to the Premises, all recorded covenants, conditions and restrictions now or hereafter affecting the Premises and all laws, statutes, codes, rules and regulations now or hereafter in force relating to or affecting the condition, 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 it pertains to Tenant’s use, occupancy, improvement and alteration of the Premises (whether, except as otherwise expressly provided herein, structural or nonstructural, including unforeseen and/or extraordinary alterations and/or improvements to the Premises, regardless of the period of time remaining in the

Lease Term); provided, however, that the foregoing will not require Tenant to effectuate capital improvements where the requirement for such capital improvements is not caused by Tenant’s particular use or Tenant Changes (as defined in Section 12.1). Tenant shall not use or allow the Premises to be used (a) in violation of any recorded covenants, conditions and restrictions affecting the Site or of any law or governmental rule or regulation, or of any certificate of occupancy issued for the Premises or Building, or (b) for any improper, immoral, unlawful or reasonably objectionable purpose. Tenant shall not do or permit to be done anything which will obstruct or interfere with the rights of other tenants or occupants of the Project or the Building, or injure or annoy them. Tenant shall not cause, maintain or permit any nuisance in, on or about the Premises, the Building, the Project or the Site, nor commit or suffer to be committed any waste in, on or about the Premises.

6.2

Parking .

(a)

Tenant’s Parking Privileges . During the Term of this Lease, Landlord shall lease to Tenant, and Tenant shall lease from Landlord, the number of parking privileges specified in Section 1.16 of the Summary hereof for use by Tenant’s employees in the common parking areas for the Building within the Project, as designated by Landlord from time to time. Landlord shall at all times have the right to establish and modify the nature and extent of the parking areas for the Building and Project (including whether such areas shall be surface, underground and/or other structures) as long as Tenant is provided the number of parking privileges designated in Section 1.16 of the Summary in the Parking Facilities, subject to casualty and condemnation and restoration. In addition, Landlord may, in its sole discretion, assign any unreserved and unassigned parking privileges, and/or make all or a portion of such privileges reserved.

(c)

Parking Rules . The use of the parking areas shall be subject to the Parking Rules and Regulations contained in Exhibit “E” attached hereto and any other reasonable, non-discriminatory rules and regulations adopted by Landlord and/or Landlord’s parking operators from time to time, including any system for controlled ingress and egress and charging visitors and invitees, with appropriate provision for validation of such charges. Tenant shall not use more parking privileges than its allotment and shall not use any parking spaces specifically assigned by Landlord to other tenants of the Building or Project or for such other uses as visitor parking. Tenant’s parking privileges shall be used only for parking by vehicles no larger than normally sized passenger automobiles (including passenger sport utility vehicles) or pick-up trucks. Tenant shall not permit or allow any vehicles that belong to or are controlled by Tenant or Tenant’s employees, suppliers, shippers, customers or invitees to be loaded, unloaded, or parked in areas other than those designated by Landlord for such activities. If Tenant permits or allows any of the prohibited activities described herein, then Landlord shall have the right, without notice, in addition to such other rights and remedies that it may have, to remove or tow away the vehicle involved and charge the cost thereof to Tenant, which cost shall be immediately payable by Tenant upon demand by Landlord.

6.4

Hazardous Materials . Tenant will (i) obtain and maintain in full force and effect all Environmental Permits (as defined below) that may be required from time to time under any Environmental Laws (as defined below) applicable to Tenant or the Premises and (ii) be and remain in compliance in all respects with all terms and conditions of all such Environmental Permits and with all other limitations, restrictions, conditions, standards, prohibitions, requirements, obligations, schedules and timetables contained in all Environmental Laws applicable to Tenant or the Premises. As used in this Lease, the term “ Environmental Law ” means any past, present or future federal, state, local or foreign statutory or common law, or any regulation, ordinance, code, plan, order, permit, grant, franchise, concession, restriction or agreement issued, entered, promulgated or approved thereunder, relating to (a) the environment, human health or safety, including, without limitation, emissions, discharges, releases or threatened releases of Hazardous Materials (as defined below) into the environment (including, without limitation, air, surface water, groundwater or land), or (b) the manufacture, generation, refining, processing, distribution, use, sale, treatment, receipt, storage, disposal, transport, arranging for transport, or handling of Hazardous Materials. “ Environmental Permits ” means, collectively, any and all permits, consents, licenses, approvals and registrations of any nature at any time required pursuant to, or in order to comply with, any Environmental Law. Except for ordinary and general office supplies, such as copier toner, liquid paper, glue, ink and common household cleaning materials (some or all of which may constitute “Hazardous Materials” as defined in this Lease), Tenant agrees not to cause or permit any Hazardous Materials to be brought upon, stored, used, handled, generated, released or disposed of on, in, under or about the Premises, the Building, the Common Areas or any other portion of the Project by Tenant, its agents, employees, subtenants, assignees, licensees, contractors or invitees (collectively, “ Tenant’s Parties ”), without the prior written consent of Landlord, which consent Landlord may withhold in its sole and absolute discretion. Upon the expiration or earlier termination of this Lease, Tenant agrees to promptly remove from the Premises, the Building and the Project, at its sole cost

and expense, any and all Hazardous Materials, including any equipment or systems containing Hazardous Materials which are installed, brought upon, stored, used, generated or released upon, in, under or about the Premises, the Building and/or the Project or any portion thereof by Tenant or any of Tenant’s Parties. To the fullest extent permitted by law, Tenant agrees to promptly indemnify, protect, defend and hold harmless Landlord and Landlord’s partners, officers, directors, employees, agents, successors and assigns (collectively, “ Landlord Indemnified Parties ”) from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and costs (including, without limitation, clean-up, removal, remediation and restoration costs, sums paid in settlement of claims, attorneys’ fees, consultant fees and expert fees and court costs) which arise or result from the presence of Hazardous Materials on, in, under or about the Premises, the Building or any other portion of the Project and which are caused by Tenant or any of Tenant’s Parties. Tenant agrees to promptly notify Landlord of any release of Hazardous Materials in the Premises, the Building or any other portion of the Project which Tenant becomes aware of during the Term of this Lease, whether caused by Tenant or any other persons or entities. In the event of any release of Hazardous Materials caused by Tenant or any of Tenant’s Parties, Landlord shall have the right, but not the obligation, to cause Tenant , at Tenant’s sole cost and expense, to immediately take all steps Landlord deems necessary or appropriate to remediate such release and prevent any similar future release to the satisfaction of Landlord and Landlord’s mortgagee(s). At all times during the Term of this Lease, at Tenant’s expense, Landlord will have the right, but not the obligation, to enter upon the Premises to inspect, investigate, sample and/or monitor the Premises to determine if Tenant is in compliance with the terms of this Lease regarding Hazardous Materials. If Tenant has violated the provisions of this Section 6.4 or if there is a reasonable basis to believe that Tenant may have violated the provisions of this Section 6.4 , Tenant will, upon the request of Landlord or any mortgagee at any time during which Tenant is in default under this Lease, cause to be performed an environmental audit of the Premises at Tenant’s expense by an established environmental consulting firm reasonably acceptable to Landlord and Landlord’s mortgagee(s). As used in this Lease, the term “ Hazardous Materials ” shall mean and include any hazardous or toxic materials, substances or wastes as now or hereafter designated under any Environmental Laws, including, without limitation, asbestos, petroleum, petroleum hydrocarbons and petroleum based products, urea formaldehyde foam insulation, polychlorinated biphenyls (“ PCBs ”), and freon and other chlorofluorocarbons. The provisions of this Section 6.4 will survive the expiration or earlier termination of this Lease.

9.1

Surrender of Premises . Upon the expiration or sooner termination of this Lease, Tenant shall surrender all keys for the Premises to Landlord, and exclusive possession of the Premises to Landlord broom clean and in first-class condition and repair, reasonable wear and tear excepted, with all of Tenant’s personal property (and those items, if any, of Tenant Improvements and Tenant Changes identified by Landlord pursuant to Section 12.2 below) removed therefrom and all damage caused by such removal repaired, as required pursuant to Sections 12.2 and 12.3 below. If, for any reason, Tenant fails to surrender the Premises on the expiration or earlier termination of

this Lease (including upon the expiration of any subsequent month-to-month tenancy consented to by Landlord pursuant to Section 9.2 below), with such removal and repair obligations completed, then, in addition to the provisions of Section 9.3 below and Landlord’s rights and remedies under Section 12.4 and the other provisions of this Lease, Tenant shall indemnify, protect, defend (by counsel approved in writing by Landlord) and hold Landlord harmless from and against any and all claims, judgments, suits, causes of action, damages, losses, liabilities and expenses (including attorneys’ fees and court costs) resulting from such failure to surrender, including, without limitation, any claim made by any succeeding tenant based thereon. The foregoing indemnity shall survive the expiration or earlier termination of this Lease.

9.3

Hold Over Without Landlord’s Consent . If Tenant holds over after the expiration or earlier termination of the Lease Term without the express written consent of Landlord, then, in addition to all other remedies available to Landlord, Tenant shall become a tenant at sufferance only, upon the terms and conditions set forth in this Lease so far as applicable (including Tenant’s obligation to pay all Excess Expenses and any other additional rent under this Lease), but at a Monthly Basic Rent equal to one hundred fifty percent (150%) of the Monthly Basic Rent applicable to the Premises immediately prior to the date of such expiration or earlier termination. Acceptance by Landlord of rent after such expiration or earlier termination shall not constitute a consent to a hold over hereunder or result in an extension of this Lease. Tenant shall pay an entire month’s Monthly Basic Rent calculated in accordance with this Section 9.3 for any portion of a month it holds over and remains in possession of the Premises pursuant to this Section 9.3 .

11.1

Condition of Premises . Tenant acknowledges and agrees that it has had an opportunity to inspect the Premises, the Building, the Site and the Project, and finds the same in satisfactory condition and repair. Tenant accepts the Premises, the Building, the Site and the Project in their “then as-is” condition as of the date hereof. Tenant also acknowledges that, except as otherwise expressly set forth in this Lease, neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the Premises, the Building, the Site or the Project or their condition, or with respect to the suitability thereof for the conduct of Tenant’s business. The taking of possession of the Premises by Tenant shall conclusively establish that the Project, the Site, the Premises, the Tenant Improvements therein, the Building and the Common Areas were at such time complete and in good, sanitary and satisfactory condition and repair with all work required to be performed by Landlord, if any, pursuant to Exhibit “C ” completed and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto; provided, however, Landlord acknowledges that Tenant’s entry into the Premises during the Early Access Period as set forth in Section 2.3 shall not constitute taking of possession of the Premises for purposes of this Section with respect to the condition of the Tenant Improvements or the satisfaction of Landlord’s obligations set forth in Exhibit “C .” Nothing contained in this Section 11.1 shall limit or affect Landlord’s warranties set forth in Section 11.2 .

replacements and such failure shall continue for an unreasonable time following written notice from Tenant to Landlord of the need therefor. Without limiting the foregoing, Tenant waives the right to make repairs at Landlord’s expense under any law, statute or ordinance now or hereafter in effect (including the provisions of California Civil Code Section 1942 and any successive sections or statutes of a similar nature). Landlord shall not be liable under any circumstances for a loss of, or injury to, property or for injury to, or interference with, Tenant’s business, including, without limitation, loss of profits, however occurring. Landlord warrants to Tenant to Landlord’s actual knowledge that (i) the Premises, in the state existing on the Commencement Date, but without regard to alterations by Tenant or to the use for which Tenant will occupy the Premises, does not violate any covenants or restrictions of record, or any applicable building code, regulation or ordinance in effect on the Commencement Date and (ii) the building systems of the Project serving the Premises, including, without limitation, the HVAC, are in good operating condition as of the Commencement Date. In the event it is determined that the foregoing warranties has been violated, then, as Tenant’s sole and exclusive remedy, it shall be the obligation of the Landlord, after written notice from Tenant, to promptly, at Landlord’s sole cost and expense, rectify any such violation or condition; provided, however, that if Tenant does not give to Landlord written notice of the violation of these warranties within thirty (30) from the Commencement Date, such warranties shall be deemed to have been waived by the Tenant, Tenant shall have no right to assert any claim, demand or defense against Landlord or the enforcement of this Lease against Tenant as a result of the conditions giving rise to such violation and the correction of same shall be the obligation of Tenant at Tenant’s sole cost; provided, however, without limitation upon Tenant’s obligations to pay Excess Expenses, Tenant shall only be responsible for the costs to correct the warranty regarding building systems which serve the Premises exclusively.

11.4

Landlord Work .

(b)

For purposes of the Lease, including for purposes of determining the Commencement Date (as set forth in Section 1.7 of the Summary to the Lease), “ Substantial Completion ” of the Premises shall occur upon the completion of construction of the Tenant Improvements in the Premises, with the exception of any punchlist items and any tenant fixtures, work-stations, built-in furniture, or equipment to be installed by Tenant. If, other than as a result of Tenant Delays, Substantial Completion of the Premises has not occurred by January 1, 2007, Tenant may terminate this Lease, by providing Landlord with notice of such termination prior to January 15, 2007.

(d)

Notwithstanding any provision to the contrary contained in the Lease, if an event of default by Tenant of this Lease has occurred at any time on or before the Substantial Completion of the Premises, then (i) in addition to all other rights and remedies granted to Landlord pursuant to this Lease, at law and/or in equity, Landlord may cease the construction of the Tenant Improvements (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Tenant Improvements caused by such work stoppage as set forth in (c) above, and (ii) all other obligations of Landlord under the terms of this Section 11.4 shall be forgiven until such time as such default is cured pursuant to the terms of this Lease (in which case, Tenant shall be responsible for any delay in the Substantial Completion of the Premises caused by such inaction by Landlord). In addition, if the Lease is terminated prior to the Commencement Date, for any reason due to a default by Tenant of this Lease, in addition to any other remedies available to Landlord under this Lease, at law and/or in equity, Tenant shall pay to Landlord, as additional rent under the Lease, within five (5) days of receipt of a statement therefor, any and all

costs incurred by Landlord and not reimbursed or otherwise paid by Tenant through the date of such termination in connection with the Tenant Improvements to the extent planned, installed and/or constructed as of such date of termination, but only to the extent that such Tenant Improvements exceed building standard, including, but not limited to, any