OFFICE LEASE

Exhibit 10.43

OFFICE LEASE

BETWEEN

PASEO DEL MAR CA, LLC

(“LANDLORD”)

AND

CARDIUM THERAPEUTICS, INC.

(“TENANT”)

TABLE OF CONTENTS

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OFFICE LEASE

This Office Lease (this “ Lease ”) is entered into by and between PASEO DEL MAR CA, LLC, a Delaware limited liability company (“ Landlord ”), and CARDIUM THERAPEUTICS, INC., a Delaware corporation (“ Tenant ”), and shall be effective as of the date set forth below Landlord’s signature (the “ Effective Date ”).

1. Basic Lease Information . The key business terms used in this Lease are defined as follows:

A. “ Building ”: The building commonly known as Building No. 3, and located at 12255 El Camino Real, San Diego, California 92130, including the parcel(s) of land on which the Building is located, as more fully described on Exhibit A-2 . “ Project ”: The multi-building project commonly known as “Paseo Del Mar” in which the Building is located and a part thereof, all parcels of land on which the Building and such other buildings are located, together with all improvements located thereon; including, without limitation, parking facilities and other improvements serving the Building in common with other buildings within said project.

B. “ Rentable Square Footage of the Building ”: is agreed and stipulated to be 74,526 square feet, as determined in accordance with the floor measurement criteria specified in Exhibit F of this Lease (“ Modified BOMA Standard ”).

C. “ Premises ”: The area shown on Exhibit A-1 to this Lease. The Premises are located on the second floor of the portion of the Building known as suite number 250. The “ Rentable Square Footage of the Premises ” is deemed to be approximately 11,184 square feet. The “ Useable Square Footage of the Premises ” is deemed to be 9,819 square feet. If the Premises include, now or hereafter, one or more floors in their entirety, all corridors and restroom facilities located on such full floor(s) shall be considered part of the Premises, as determined in accordance with the Modified BOMA Standard. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building, the Rentable Square Footage of the Premises and the Useable Square Footage of the Premises are each correct and shall not be remeasured.

D. “ Base Rent ”:

The “Months” referenced in the above table are full calendar months. For example, if the Commencement Date occurs on June 21, Month 1 will be July 1 through July 31, Month 2 will be August 1 through August 31, and so on. ** Base Rent for Months 2, 3, 4 and 5 shall be abated.

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E. “ Tenant’s Pro Rata Share ”: The percentage equal to the Rentable Square Footage of the Premises divided by the Rentable Square Footage of the Building, which initial percentage is 15.03%.

F. “ Base Year ” for Operating Expenses: 2008.

G. “ Term ”: The period of approximately sixty-four (64) months starting on the Commencement Date, subject to the provisions of Article 3 .

H. “ Estimated Commencement Date ”: January 1, 2008.

I. “ Security Deposit ”: $55,808.16 cash and a $500,000 Letter of Credit, the terms of which are provided in Section 33.M below.

J. “ Guarantor(s) ”: N/A.

K. “ Business Day(s) ”: Monday through Friday of each week, exclusive of New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, the day after Thanksgiving and Christmas Day (“ Holidays ”). Landlord may designate additional Holidays, provided that the additional Holidays are commonly recognized by other office buildings in the area where the Project is located.

L. “ Law(s) ”: All applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity, now or hereafter adopted, including the Americans with Disabilities Act and any other law pertaining to disabilities and architectural barriers (collectively, “ ADA ”), and all laws pertaining to the environment, including the Comprehensive Environmental Response, Compensation and Liability Act, as amended, 42 U.S.C. §9601 et seq. (“ CERCLA ”), and all restrictive covenants existing of record and all rules and requirements of any existing or future association (“ Association ”) or improvement district affecting the Project now or at any time during the Term.

M. “ Normal Business Hours ”: 7:00 A.M. to 6:00 P.M. on Business Days and 8:00 A.M. to 2:00 P.M. on Saturdays, exclusive of Holidays.

N. “ Notice Addresses ”:

Tenant: On or after the Commencement Date, notices shall be sent to Tenant at the Premises. Prior to the Commencement Date, notices shall be sent to Tenant at the following address:

Cardium Therapeutics, Inc.

3611 Valley Center Dr., Suite 525

San Diego, CA 92130

Attn: Tyler Dylan

Phone #: (858) 436-1030

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Rent is payable to the order of PASEO DEL MAR CA, LLC as follows:

by check :

Paseo Del Mar CA, LLC, #700118

P.O. Box 301105

Los Angeles, CA 90030-1105

O. “ Tenant Improvement Allowance ”: $615,120 ($55.00 per Rentable Square Foot of the Premises).

P. “ Tenant Parking Spaces ”: Parking spaces in number equal to four (4) per 1,000 Useable Square Footage of the Premises (i.e., 45 spaces) as follows: twelve (12) under-Building reserved spaces, located as shown on Exhibit A-3 and thirty-three (33) surface parking spaces.

Q. “ Other Defined Terms ”: In addition to the terms defined above, an index of the other defined terms used in the text of this Lease is set forth below, with a cross-reference to the paragraph in this Lease in which the definition of such term can be found:

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2. Lease Grant . Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with the right in common with others to use any portions of the Project that are designated by Landlord for the common use of tenants of the Building and the Project and others, such as sidewalks, common corridors, vending areas, lobby areas and, with respect to multi-tenant floors, restrooms and elevator foyers (the “ Common Areas ”).

3. Term; Adjustment of Commencement Date; Early Access .

A. Term . This Lease shall govern the relationship between Landlord and Tenant with respect to the Premises from the Effective Date through the last day of the Term specified in Section 1(G) (the “ Expiration Date ”), unless extended or terminated early in accordance with this Lease. The Term of this Lease (as specified in Section 1(G) ) shall commence on the Commencement Date. The “ Commencement Date ” shall be the earliest of (1) the date on which the Landlord Work is Substantially Complete, as determined pursuant to the Work Letter, or (2) the date on which the Landlord Work would have been Substantially Complete but for Tenant Delay, as such term is defined in the Work Letter, or (3) the date Tenant takes possession of any part of the Premises for purposes of conducting business. If Landlord is delayed in delivering possession of the Premises or any other space due to any reason, including Landlord’s failure to Substantially Complete the Landlord Work by the Estimated Commencement Date, the holdover or unlawful possession of such space by any third party, or for any other reason, such delay shall not be a default by Landlord, render this Lease void or voidable, or otherwise render Landlord liable for damages. Promptly after the determination of the Commencement Date, the Expiration Date, the Rent schedule and any other variable matters, Landlord shall prepare and deliver to Tenant a factually correct commencement letter agreement substantially in the form attached as Exhibit C . If such commencement letter is not executed by Tenant within 30 days after delivery of same by Landlord, then Tenant shall be deemed to have agreed with the matters set forth therein. Notwithstanding any other provision of this Lease to the contrary, if the Expiration Date would otherwise occur on a date other than the last day of a calendar month, then the Term shall be automatically extended to include the last day of such calendar month, which shall become the Expiration Date. “ Landlord Work ” means the work that Landlord is obligated to perform in the Premises pursuant to a separate work letter agreement (the “ Work Letter ”) attached as Exhibit D . Notwithstanding the foregoing, and subject to Tenant Delay, if Landlord has not delivered the Premises to Tenant with all the Landlord Work Substantially Complete, within two hundred ten (210) days after Landlord has received all of the Approved Construction Documents and all bids for construction of the Landlord Work have been approved, then Tenant shall deliver a notice to Landlord informing Landlord that such 210 day period has run and Landlord shall have an additional thirty (30) days to deliver the Premises to Tenant with the Landlord Work complete. If Landlord fails to deliver the Premises to Tenant following the thirty (30) day notice and cure period, then Tenant shall receive rent abatement equal to one (1) day of Base Rent for each day of delay beyond the cumulative two hundred forty (240) day period set forth above, until the date Landlord delivers the Premises to Tenant in the condition required by this Lease.

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B. Acceptance of Premises . The Premises are accepted by Tenant in “as is” condition and configuration subject to (1) any Landlord obligation to perform Landlord Work, and (2) any latent defects in the Premises of which Tenant notifies Landlord within one (1) year after the Commencement Date other than work performed by Tenant Parties. TENANT HEREBY AGREES THAT THE PREMISES ARE IN GOOD ORDER AND SATISFACTORY CONDITION AND THAT, EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS LEASE, THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, BY LANDLORD REGARDING THE PREMISES, THE BUILDING OR THE PROJECT.

C. Early Access . Prior to the date the Landlord Work is Substantially Complete, Tenant’s access to the Premises, for the sole purpose of performing improvements or installing furniture, equipment or other personal property, shall be permitted only with the prior written consent of Landlord. Except as set forth in this section, early access to the Premises shall be subject to the terms and conditions of this Lease. If such early access to the Premises is permitted by Landlord, Tenant shall not be required to pay Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses for any days of such early access; provided however, Tenant shall pay for the cost of any other Project services requested by Tenant. In connection with the foregoing, Landlord agrees that Tenant may enter the Premises prior to Substantial Completion of the Landlord Work for the sole purpose of inspecting Landlord’s Work and installation of furniture, fixtures, equipment and all related network and telecommunications cabling (the “ Early Entry ”) provided that such Early Entry is conducted in a manner as to not unreasonably interfere with any Landlord Work occurring in or around the Premises, and further provided that such Early Entry shall be subject to all of the terms and conditions contained in this Lease (other than the payment of Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses), including, without limitation, Tenant’s insurance and indemnity obligations as contained in this Lease. Prior to any such Early Entry, Tenant shall provide Landlord with certificates of insurance or other evidence acceptable to Landlord evidencing Tenant’s compliance with its insurance obligations. In the event that Tenant’s Early Entry interferes with the Landlord Work or otherwise disrupts Landlord’s operations or the operations of other tenants in the Building, Landlord may terminate Tenant’s right to Early Entry, and any delay in the Landlord Work attributable to such Early Entry will be deemed a Tenant Delay as provided in this Lease.

4. Rent .

A. Payments . As consideration for this Lease, commencing on the Commencement Date, Tenant shall pay Landlord, without any demand, setoff or deduction (except as expressly provided in this Lease), the total amount of Base Rent, Tenant’s Pro Rata Share of Excess Operating Expenses and any and all other sums payable by Tenant under this Lease (all of which are sometimes collectively referred to as “ Rent ”). Tenant shall pay and be liable for all rental, sales and use taxes (but excluding income taxes), if any, imposed upon or measured by Rent under applicable Law. The monthly Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Base Rent for the first full calendar month of the Term shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. All payments

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of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Landlord. If the Term commences on a day other than the first day of a calendar month, the monthly Base Rent and Tenant’s Pro Rata Share of any Excess Operating Expenses for the month shall be prorated on a daily basis based on the actual number of days in such month. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. No endorsement or statement on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept such check or payment without such acceptance being considered a waiver of any rights such party may have under this Lease or applicable Law. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

B. Excess Operating Expenses . Tenant shall pay Tenant’s Pro Rata Share of the amount, if any, by which Operating Expenses for each calendar year during the Term exceed Operating Expenses for the Base Year (the “ Excess Operating Expenses ”). If Operating Expenses in any calendar year decrease below the amount of Operating Expenses for the Base Year, Tenant’s Pro Rata Share of Operating Expenses for that calendar year shall be $0. In no event shall Base Rent be reduced if Operating Expenses for any calendar year are less than Operating Expenses for the Base Year. On or about January 1 of each calendar year, Landlord shall provide Tenant with a good faith estimate of the Excess Operating Expenses for such calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the Excess Operating Expenses. If Landlord determines that its good faith estimate of the Excess Operating Expenses was incorrect, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the Excess Operating Expenses by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the most recent estimate(s) until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the same year’s prior incorrect estimate(s). Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be credited against the next sums due and owing by Tenant or, if no further Rent is due, refunded directly to Tenant within 30 days of determination. The obligation of Tenant to pay for Excess Operating Expenses during the Term as provided herein shall survive the expiration or earlier termination of this Lease.

C. Reconciliation of Operating Expenses . Within 120 days after the end of each calendar year or as soon thereafter as is practicable, Landlord shall furnish Tenant with a statement of the actual Operating Expenses and Excess Operating Expenses for such calendar year. If the most recent estimated Excess Operating Expenses paid by Tenant for such calendar year are more than the actual Excess Operating Expenses for such calendar year, Landlord shall apply any overpayment by Tenant against Rent due or next becoming due; provided, if the Term expires before the determination of the overpayment, Landlord shall, within 30 days of determination, refund any overpayment to Tenant after first deducting the amount of Rent due. If the most recent estimated Excess Operating Expenses paid by Tenant for the prior calendar year are less than the actual Excess Operating Expenses for such year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Operating Expenses, any underpayment for the prior calendar year.

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D. Operating Expenses Defined . “ Operating Expenses ” means all costs and expenses incurred or accrued (calculated on a consistent basis from year to year) in each calendar year in connection with the ownership, operation, maintenance, management, repair and protection of the Project, which are directly attributable or reasonably allocable to the Building, including Landlord’s personal property used in connection with the Project, and including all costs and expenditures relating to the following:

(1) Operation, maintenance, repair and replacements of any part of the Project, including the mechanical, electrical, plumbing, HVAC, vertical transportation, fire prevention and warning and access control systems; materials and supplies (such as light bulbs and ballasts); equipment and tools; floor, wall and window coverings; personal property; required or beneficial easements; and related service agreements and rental expenses.

(2) Administrative and management fees, including accounting, information and professional services (except for negotiations and disputes with specific tenants not affecting other parties, provided that the management fee shall not exceed the greater of: (i) four percent (4%) of gross revenues for the Project, exclusive of security deposits or unearned prepaid rent or (ii) the market rate charged by managers of comparable Class A office buildings in the Del Mar Heights area of San Diego County (“ Comparable Buildings ”)); management office(s); and wages, salaries, benefits, reimbursable expenses and taxes (or allocations thereof) for full and part time personnel involved in operation, maintenance and management.

(3) Janitorial service; window cleaning; waste disposal; gas, water and sewer and other utility charges; and landscaping, including all applicable tools and supplies.

(4) Property, liability and other insurance coverages carried by Landlord, including deductibles and risk retention programs and a proportionate allocation of the cost of blanket insurance policies maintained by Landlord and/or its Affiliates.

(5) Real estate taxes, assessments, including, without limitation, any reassessments due to a sale or transfer of the Building, or any portion thereof, or the construction of any improvements on or within the Building, business taxes, excises, association dues, fees, levies, charges and other taxes of every kind and nature whatsoever, general and special, extraordinary and ordinary, foreseen and unforeseen, including interest on installment payments, which may be levied or assessed against or arise in connection with ownership, use, occupancy, rental, operation or possession of the Project (including personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Project), or substituted, in whole or in part, for a tax previously in existence by any taxing authority, or assessed in lieu of a tax increase, or paid as rent under any ground lease. Any taxes or assessments that may be paid over more than a one-year period shall be included in Operating Expenses as if such payments were made in the maximum number of installments permitted by applicable Law and only the portion thereof attributable to a given year shall be included in Operating Expenses for that year. Notwithstanding anything to the contrary contained in this Section 4.D(5), there shall be excluded from Operating Expenses all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents or receipts attributable to operations at the Project).

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(6) Compliance with Laws which are amended, become effective, or are interpreted or enforced differently, after the Commencement Date, including license, permit and inspection fees (but not in duplication of capital expenditures amortized as provided in Section 4.D(9) ); and all expenses and fees, including reasonable attorneys’ fees and court or other venue of dispute resolution costs, incurred in negotiating or contesting real estate taxes or the validity and/or applicability of any governmental enactments which may affect Operating Expenses; provided Landlord shall credit against Operating Expenses any refunds received from such negotiations or contests to the extent originally included in Operating Expenses (less Landlord’s costs).

(7) Building safety services, to the extent provided or contracted for by Landlord.

(8) Goods and services purchased from Landlord’s subsidiaries and Affiliates to the extent the cost of same is generally consistent with rates charged by unaffiliated third parties for similar goods and services.

(9) Amortization of capital expenditures incurred: (a) to conform with Laws which are amended, become effective, or are interpreted or enforced differently, after the date on which the Premises are delivered to Tenant; or (b) with the intention of promoting safety or reducing or controlling increases in Operating Expenses, such as lighting retrofit and installation of energy management systems; provided , however , that in the case of improvements made solely for purposes of reducing or controlling costs, the amount chargeable as Operating Expenses in any year shall not exceed Landlord’s reasonable determination of the efficiency achieved either in direct cost savings, avoidance of cost increases or a combination of both. Such expenditures shall be amortized uniformly over the reasonably estimated useful life of the alteration, repair or improvement, which shall be determined in accordance with generally accepted real estate practices with respect to Comparable Buildings, taking into account age, size, location and other relevant factors.

(10) Electrical services used in the operation, maintenance and use of the Project; sales, use, excise and other taxes assessed by governmental authorities on electrical services supplied to the Common Areas of the Project, and other costs of providing electrical services to the Common Areas of the Project.

E. Exclusions from Operating Expenses . Operating Expenses exclude the following expenditures:

(1) Leasing commissions, attorneys’ fees and other expenses related to leasing tenant space and constructing improvements for the benefit of an individual tenant.

(2) Goods and services furnished to an individual tenant of the Building which are above building standard and which are separately reimbursable directly to Landlord in addition to Excess Operating Expenses.

(3) Repairs, replacements and general maintenance paid by insurance proceeds or condemnation proceeds.

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(4) Except as provided in Section 4(D)(9) , depreciation, amortization, interest payments on any encumbrances on the Project and the cost of capital improvements or additions.

(5) Costs of installing any specialty service, such as an observatory, broadcasting facility, luncheon club, or athletic or recreational club.

(6) Expenses for repairs or maintenance related to the Project which have been reimbursed, or are reimbursable to Landlord pursuant to warranties or service contracts.

(7) Costs (other than maintenance costs) of any art work (such as sculptures or paintings) used to decorate the Building.

(8) Payments on indebtedness secured by liens against the Project, or costs of refinancing such indebtedness.

(9) Costs of correcting defects in or inadequacy of the construction of the Project, not constituting ordinary repair and maintenance.

(10) Costs of the design and construction of tenant improvements to the Premises or the premises of other tenants or other occupants and the amount of any allowances or credits paid to or granted to tenants or other occupants for any such design or construction.

(11) Marketing costs, legal fees, space planners’ fees, advertising and promotional expenses, and brokerage fees incurred in connection with the original development, subsequent improvement, or original or future leasing of the Project.

(12) 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 or would have been reimbursed if Landlord had used commercially reasonable efforts to collect such amounts, by any tenant or occupant of the Project or by insurance from its carrier or any tenant’s carrier.

(13) Any bad debt loss, rent loss, or reserves of any kind.

(14) Costs associated with the operation of the business of the entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project, including accounting and legal matters, costs of defending any lawsuits with any mortgagee, costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord’s interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants.

(15) 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 manager or Project engineer.

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(16) Amount paid as ground rental or as rental for the Project by the Landlord.

(17) Any amount paid by Landlord or to the parent organization or a subsidiary or affiliate of the Landlord for supplies and/or services in the Project to the extent the same exceeds the costs of such supplies and/or services rendered by qualified, first-class unaffiliated third parties on a competitive basis.

(18) Any compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of the Landlord provided, however, this exclusion is not intended to exclude from Operating Expenses the costs associated with maintaining common locker room areas in Building 2 of the Project, the common area portion of food court areas or other areas of the Project benefiting the tenants of the Project.

(19) The cost of rental for items (except when needed in connection with normal repairs and maintenance or keeping permanent systems in operation while repairs are being made) that if purchased, rather than rented, would constitute a capital improvement that is specifically excluded from Operating Expenses.

(20) Costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art.

(21) Tax penalties.

(22) Costs arising from the gross negligence or willful misconduct of Landlord or Landlord Parties.

(23) All costs, in any calendar year, arising from the release, removal or remediation (including encapsulation) of Hazardous Materials in or about the Premises, the Building or the Project, including, without limitation, Hazardous Materials in the ground water or soil. The foregoing exclusion does not exclude Landlord’s costs with respect to Hazardous Materials that must be handled in connection with the day-to-day operation of the Project (e.g., cleaning up diesel fuel from Landlord’s emergency generator, handling Hazardous Materials discovered during repair or maintenance of Common Areas, etc.), unless caused by the acts or omissions of any Tenant Party; provided, however, such costs shall not be included in Operating Expenses as a subterfuge to include otherwise excludable costs hereunder. Costs incurred in handling Hazardous Materials in the day-to-day operation of the Project, which are attributable to an individual tenant, will not be included in Operating Expenses, and unless the individual tenant is Tenant, Landlord shall have no recourse against Tenant for recovery of such costs.

(24) Costs arising from Landlord’s charitable or political contributions.

(25) Any entertainment, dining or travel expenses.

(26) Costs of electrical power to any leased premises within the Project.

F. Proration of Operating Expenses; Adjustments . If Landlord incurs Operating Expenses for the Project together with one or more other buildings or properties which may not be part of the Project, whether pursuant to a reciprocal easement agreement, common area

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agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned by Landlord on a consistent basis from year to year between the Project and such other buildings or properties. Operating Expenses allocable to more than one (1) building in the Project shall be allocated to the Building and to the other buildings on a prorated basis, based upon relative square footage. If the Building is not fully occupied during any calendar year or partial calendar year or if Landlord is not supplying services to the entirety of the total Rentable Square Footage of the Building at any time during a calendar year or partial calendar year, Operating Expenses shall be determined as if the Building had been 100% occupied and Landlord had been supplying services to 100% of the Rentable Square Footage of the Building during that calendar year. If Tenant pays for Tenant’s Pro Rata Share of Operating Expenses based on increases over a “Base Year” and Operating Expenses for a calendar year are determined as provided in the prior sentence, Operating Expenses for the Base Year shall also be determined as if the Building had been 100% occupied and Landlord had been supplying services to 100% of the Rentable Square Footage of the Building. The extrapolation of Operating Expenses under this Section shall be performed by Landlord by adjusting the cost of those components of Operating Expenses that are impacted by changes in the occupancy of the Building.

G. Audit Rights . Within 90 days after Landlord furnishes its statement of actual Operating Expenses for any calendar year (including the Base Year) (the “ Audit Election Period ”), Tenant may, at its expense, by written notice (“ Audit Notice ”) to Landlord, elect to audit Landlord’s Operating Expenses for such calendar year only, subject to the following conditions: (1) there is no uncured event of default under this Lease; (2) the audit shall be prepared by an independent certified public accounting firm of recognized national or regional standing; (3) in no event shall any audit be performed by a firm retained on a “contingency fee” basis; (4) the audit shall commence within 30 days after Landlord makes Landlord’s books and records available to Tenant’s auditor (which Landlord shall do within thirty (30) days after the Audit Notice) and shall conclude within 60 days after commencement; (5) the audit shall be conducted during Landlord’s normal business hours at the location where Landlord maintains its books and records (within the United States of America) and shall not unreasonably interfere with the conduct of Landlord’s business; (6) Tenant and its accounting firm shall treat any audit in a confidential manner and shall each execute a commercially reasonable confidentiality agreement for Landlord’s benefit prior to commencing the audit; and (7) the accounting firm’s audit report shall, at no charge to Landlord, be submitted in draft form for Landlord’s review and comment before the final approved audit report is delivered to Landlord, and any reasonable and accurate comments by Landlord shall be incorporated into the final audit report. This paragraph shall not be construed to limit, suspend, or abate Tenant’s obligation to pay Rent when due, including estimated Excess Operating Expenses. Landlord shall credit any overpayment determined by the final audit report against the next Rent due and owing by Tenant or, if no further Rent is due, refund such overpayment directly to Tenant within 30 days of determination. Likewise, Tenant shall pay Landlord any underpayment determined by the final audit report within 30 days of determination. The foregoing obligations shall survive the expiration or termination of this Lease. If Tenant does not give written notice of its election to audit Landlord’s Operating Expenses during the Audit Election Period, Landlord’s Operating Expenses for the applicable calendar year shall be deemed approved for all purposes, and Tenant shall have no further right to review or contest the same. The right to audit granted hereunder is personal to the initial Tenant named in this Lease and to any assignee approved or permitted pursuant to Article 11 below and shall not be available to any subtenant under a sublease of the Premises.

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5. Tenant’s Use of Premises .

A. Permitted Uses . The Premises shall be used only for general office use and other uses consistent with a “Class A” office building which are permitted under the Project’s zoning and which are not expressly prohibited under this Lease (the “ Permitted Use ”) and for no other use whatsoever. Tenant shall not use or permit the use of the Premises for any purpose which is illegal, creates obnoxious odors (including tobacco smoke), unreasonable noises or vibrations, is dangerous to persons or property, could increase Landlord’s insurance costs, or which, in Landlord’s reasonable opinion, unreasonably disturbs any other tenants of the Building or unreasonably interferes with the operation or maintenance of the Project. The following uses are expressly prohibited in the Premises: schools, government offices or agencies which are inconsistent with a first-class office building; personnel agencies; collection agencies; credit unions; data processing (except as an ancillary part of the business), telemarketing or reservation centers; inpatient medical treatment and health care; radio, television or other telecommunications broadcasting; restaurants and other retail; customer service offices of a public utility company; or any other purpose which would, in Landlord’s reasonable opinion, impair the reputation or quality of the Building, overburden any of the Building systems, Common Areas or parking facilities (including any use which would create a population density in the Premises which is in excess of the density which is standard for the Building), impair Landlord’s efforts to lease space or otherwise interfere with the operation of the Project. Notwithstanding the foregoing, Landlord hereby approves the population density reflected on the Tenant’s space plan for the leasehold improvements in the Premises.

B. Compliance with Laws . Tenant shall comply with all Laws regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises and the use of the Common Areas. Tenant, within 10 days after receipt, shall provide Landlord with copies of any notices Tenant receives regarding a violation or alleged or potential violation of any Laws. Tenant shall comply with the rules and regulations of the Building attached as Exhibit B and such other reasonable rules and regulations (or modifications thereto) adopted by Landlord from time to time. Such rules and regulations will be applied in an equitable manner as determined by Landlord. Tenant shall also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with all rules and regulations.

C. Tenant’s Security Responsibilities . Tenant shall (1) lock the doors to the Premises and take other reasonable steps to secure the Premises and the personal property of all Tenant Parties and any of Tenant’s transferees, contractors or licensees in the Common Areas and parking facilities of the Building and Project, from unlawful intrusion, theft, fire and other hazards; (2) keep and maintain in good working order all security and safety devices installed in the Premises by or for the benefit of Tenant (such as locks, smoke detectors and burglar alarms); and (3) cooperate with Landlord and other tenants in the Building on Building safety matters. Tenant acknowledges that Landlord is not obligated to provide security personnel or measures for the protection of Tenant, its employees, invitees or personal property. Tenant further acknowledges that any security or safety measures employed by Landlord are for the protection of Landlord’s own interests; that Landlord is not a guarantor of the security or safety of the Tenant Parties or their property; and that such security and safety matters are the responsibility of Tenant and the local law enforcement authorities.

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6. Security Deposit . The Security Deposit shall be delivered to Landlord upon the execution of this Lease by Tenant and shall be held by Landlord (without liability for interest, except to the extent required by Law) as security for the performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance payment of Rent or a measure of Tenant’s liability for damages. Landlord may, from time to time upon notice to Tenant while an event of default remains uncured, without prejudice to any other remedy, use all or a portion of the Security Deposit to satisfy past due Rent, cure any uncured default by Tenant, or repay Landlord for damages and charges for which Tenant is legally liable under this Lease or resulting from Tenant’s breach of this Lease. If Landlord uses the Security Deposit, Tenant shall on demand restore the Security Deposit to its original amount and such use by Landlord of the Security Deposit shall not constitute a cure of the existing event of default until such time as the entire amount owing to Landlord is paid in full and the Security Deposit is fully restored. Provided that Tenant has performed all of its obligations hereunder (or the Security Deposit has been applied for such performance), Landlord shall return any unapplied portion of the Security Deposit to Tenant within 30 days after the later to occur of: (A) the date Tenant surrenders possession of the Premises to Landlord in accordance with this Lease; or (B) the Expiration Date (or the date this Lease otherwise terminates if earlier). Tenant does hereby authorize Landlord to withhold from the Security Deposit all amounts allowed by Law and the amount reasonably anticipated by Landlord to be owed by Tenant as a result of an underpayment of Tenant’s Pro Rata Share of any Excess Operating Expenses for the final year of the Term. To the fullest extent permitted by applicable Law, Tenant agrees that the provisions of this Article 6 shall supersede and replace all statutory rights of Tenant under applicable Law regarding the retention, application or return of security deposits, including, without limitation, under the provisions of California Civil Code Section 1950.7. If Landlord transfers its interest in the Premises, Landlord shall assign the Security Deposit to the transferee and, following the assignment and the delivery to Tenant of written notice identifying the transferee of the Security Deposit in accordance with applicable Law, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts. In addition to the cash Security Deposit, Tenant has provided the Letter of Credit described in Section 33.M. Landlord and Tenant’s obligations with regard to the Letter of Credit are more particularly described in Section 33.M.

7. Services Furnished by Landlord .

A. Standard Services . Subject to the provisions of this Lease, Landlord agrees to furnish (or cause a third party provider to furnish) the following services to Tenant during the Term:

(1) Water service for use in the kitchen of the Premises and the lavatories on each floor on which the Premises are located.

(2) Heat, ventilation and air conditioning during Normal Business Hours, at such temperatures and in such amounts as required by governmental authority or as Landlord reasonably determines are standard for the Building. Tenant, upon such notice as is reasonably

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required by Landlord, may order HVAC service during hours other than Normal Business Hours. Tenant shall pay Landlord for such additional service at a rate equal to Landlord’s actual cost to provide such service (the “ Hourly HVAC Charge ”). Landlord shall have the right, upon 30 days prior written notice to Tenant, to adjust the Hourly HVAC Charge from time to time, but not to exceed Landlord’s actual cost to provide such service.

(3) Maintenance and repair of the Project as described in Section 9(B) below.

(4) Janitorial service five days per week (excluding Holidays), as determined by Landlord. If Tenant’s use of the Premises, floor covering or other improvements require special services in excess of the standard services for the Building, Tenant shall pay the additional cost attributable to the special services.

(5) Elevator service, subject to proper authorization and Landlord’s policies and procedures for use of the elevator(s) in the Building.

(6) Exterior window washing at such intervals as determined by Landlord (but no less than twice per calendar year).

(7) Electricity to the Building and Project Common Areas.

B. Service Interruptions . For purposes of this Lease, a “ Service Failure ” shall mean any interruption, suspension or termination of services being provided to Tenant by Landlord or by third-party providers, whether engaged by Tenant or pursuant to arrangements by such providers with Landlord, which are due to (1) the application of Laws; (2) the failure, interruption or malfunctioning of any electrical or mechanical equipment, utility or other service to the Building or Project; (3) the performance of repairs, maintenance, improvements or alterations; or (4) the occurrence of any other event or cause whether or not within the reasonable control of Landlord. No Service Failure shall render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent (except as provided below), or relieve Tenant from the obligation to fulfill any covenant or agreement. In no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s Property, arising out of or in connection with any Service Failure or the failure of any Building safety services, personnel or equipment. Notwithstanding the foregoing, in the event that the Premises or any portion thereof is rendered unfit for occupancy for the Permitted Use, and Tenant is prevented from using, and does not use, the Premises or portion thereof, as a result of a Service Failure within Landlord’s control (unless the Service Failure is caused by a fire or other casualty, in which event Section 16 controls), then Tenant shall give Landlord written notice of such Service Failure. If such Service Failure continues for five (5) consecutive Business Days after Landlord’s receipt of any such notice (the “Eligibility Period”), then Tenant’s Base Rent and Tenant’s Pro Rata Share of Excess Operating Expenses shall be abated or reduced, as the case may be, after expiration of the Eligibility Period for such time that the Premises or portion thereof continues to be rendered unfit for occupancy for the Permitted Use, and Tenant continues to be prevented from using, and does not use, the Premises or a portion thereof, in the proportion that the rentable area of the portion of the Premises that is rendered unfit for occupancy bears to the total rentable area of the Premises; provided, however, Tenant shall not be entitled to any such abatement or reduction if the Service Failure is caused by a Tenant Party.

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C. Third Party Services . If Tenant desires any service which Landlord has not specifically agreed to provide in this Lease, such as private security systems or telecommunications services, Tenant shall procure such service directly from a reputable third party service provider (“ Provider ”) for Tenant’s own account. Tenant shall require each Provider to comply with the Building’s rules and regulations, all Laws, and Landlord’s reasonable policies and practices for the Building. Tenant acknowledges Landlord’s current policy that requires all Providers utilizing any area of the Project outside the Premises to be approved by Landlord and to enter into a written agreement reasonably acceptable to Landlord prior to gaining access to, or making any installations in or through, such area. Accordingly, Tenant shall give Landlord written notice sufficient for such purposes.

8. Use of Electrical Services by Tenant . Tenant shall be responsible for the full cost of all electricity used in the Premises, including electricity utilized in connection with the HVAC system elements installed within the Premises. The Premises shall be separately metered at Landlord’s expense for such purpose, except that Tenant shall be responsible for all costs of connecting the Premises to the main electrical room in the parking garage.

9. Repairs and Alterations .

A. Tenant’s Repair Obligations . Tenant shall keep the Premises in good condition and repair, ordinary wear and tear excepted. Tenant’s repair obligations include, without limitation, repairs to: (1) floor covering and/or raised flooring; (2) interior partitions; (3) doors; (4) the interior side of demising walls; (5) electronic, phone and data cabling and related equipment (collectively, “ Cable ”) that is installed by or for the benefit of Tenant whether located in the Premises or in other portions of the Building; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, plumbing, dishwashers, ice machines and similar facilities serving Tenant exclusively; (7) phone rooms used exclusively by Tenant; (8) Alterations performed by contractors retained by Tenant, including related HVAC balancing; and (9) all of Tenant’s furnishings, trade fixtures, equipment and inventory. Prior to performing any such repair obligation, Tenant shall give written notice to Landlord describing the necessary maintenance or repair. Upon receipt of such notice, except with respect to the items in (9) above, Landlord may elect either to perform any of the maintenance or repair obligations specified in such notice, or require that Tenant perform such obligations by using contractors approved by Landlord. All work shall be performed at Tenant’s expense in accordance with the rules and procedures described in Section 9.C below. If any of the foregoing repairs are necessitated due to the negligent acts or omissions of any Landlord Party, Landlord shall be responsible for the cost of repairs; provided, however, such costs shall be reduced by insurance proceeds actually received by Tenant relating to such repairs. If Tenant fails to make any repairs to the Premises for more than 15 days after notice from Landlord (although notice shall not be required if there is an emergency), Landlord may, in addition to any other remedy available to Landlord, make the repairs, and Tenant shall pay to Landlord the reasonable cost of the repairs within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 5% of the cost of the repairs.

B. Landlord’s Repair Obligations . Landlord shall keep and maintain in good repair and working order and make repairs to and perform maintenance upon: (1) structural elements of the Building; (2) standard mechanical (including HVAC), electrical, plumbing and

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fire/life safety systems serving the Building generally; (3) Common Areas; (4) the roof of the Building; (5) exterior windows of the Building; and (6) elevators serving the Building. Landlord shall promptly make repairs (taking into account the nature and urgency of the repair) for which Landlord is responsible. If any of the foregoing maintenance or repair is necessitated due to the negligent acts or omissions of any Tenant Party, Tenant shall pay the costs of such repairs or maintenance to Landlord within 30 days after receipt of an invoice; provided, however, such costs shall be reduced by insurance proceeds actually received by Landlord in relation to such repair, together with an administrative charge in an amount equal to 5% of the cost of the repairs. Tenant hereby waives all rights under California Civil Code Sections 1932(1), 1941 and 1942 and all rights under any law in existence during the Term of this Lease authorizing a tenant to make repairs at the expense of a landlord or to exercise any right of termination due to a failure of Landlord to perform any repair obligations under this Lease.

C. Alterations .

(1) When Consent Is Required . Tenant shall not make alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building (collectively, “ Alterations ”) without first obtaining the written consent of Landlord in each instance (which consent shall not be unreasonably withheld, conditioned or delayed). However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “ Minor Alteration ”): (a) is of a cosmetic nature such as painting, wallpapering, hanging pictures and installing carpeting; (b) is not visible from outside the Premises or Building, including, without limitation, any signs or interior advertising displays; (c) will not affect the systems or structure of the Building; and (d) does not require work to be performed inside the walls or above the ceiling of the Premises.

(2) Requirements . Prior to starting work on any Alteration, other than a Minor Alteration, Tenant shall furnish to Landlord for review and approval (which approval shall not be unreasonably withheld, conditioned or delayed): plans and specifications; names of proposed contractors (provided that Landlord may designate specific contractors with respect to Building systems, so long as such contractors are available to perform the work); copies of contracts; and necessary permits and approvals; evidence of contractors’ and subcontractors’ insurance. Changes to the plans and specifications must also be submitted to Landlord for its approval (which approval shall not be unreasonably withheld). Landlord’s waiver on one occasion shall not waive Landlord’s right to enforce such requirements on any other occasion. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building. Landlord may designate reasonable and non-discriminatory rules, regulations and procedures for the performance of Alterations in the Building and the Project, and, to the extent reasonably necessary to avoid disruption to the occupants of the Building and the Project, Landlord shall have the right to designate the time when Alterations may be performed. Tenant shall reimburse Landlord within 30 days after receipt of an invoice for out-of-pocket sums paid by Landlord for third party examination of Tenant’s plans for Alterations. In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay to Landlord a fee equal to 5% of the total cost of such Alterations for Landlord’s oversight and coordination of any Alterations, other than Minor Alterations. No later than 30 days after completion of the Alterations, Tenant shall furnish “as-built” plans (which shall not be required for Minor Alterations), completion

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affidavits, full and final waivers of liens, receipts and bills covering all labor and materials. Tenant shall assure that the Alterations comply with: (i) all insurance requirements; (ii) all Building and Project construction rules and regulations; and (iii) Laws.

(3) Landlord ’s Liability For Alterations . Landlord’s approval of an Alteration shall not be a representation by Landlord that the Alteration complies with applicable Laws or will be adequate for Tenant’s use. Tenant acknowledges that Landlord is not an architect or engineer, and that the Alterations will be designed and/or constructed using independent architects, engineers and contractors. Accordingly, Landlord does not guarantee or warrant that the applicable construction documents will comply with Laws or be free from errors or omissions, or that the Alterations will be free from defects, and Landlord will have no liability therefor.

10. Entry by Landlord . Landlord, its agents, contractors and representatives may enter the Premises to inspect or show the Premises, to clean and make repairs to the Premises, and with Tenant’s consent, not to be unreasonably withheld, to conduct or facilitate alterations or additions to any portion of the Building, including other tenants’ premises. Except in emergencies or to provide janitorial and other Building services after Normal Business Hours, Landlord shall provide Tenant with reasonable prior notice of entry into the Premises, which may be given orally. Landlord shall have the right to temporarily close all or a portion of the Project (including the Premises) to perform repairs, alterations and additions, if reasonably necessary for the protection and safety of Tenant and its employees. Except in emergencies, Landlord will not close the Project (including the Premises) if the work can reasonably be completed on weekends and after Normal Business Hours; provided , however , Landlord is not required to conduct work on weekends or after Normal Business Hours if such work can be conducted without closing the Project (including the Premises). Entry by Landlord for any such purposes shall not constitute a constructive eviction or entitle Tenant to an abatement or reduction of Rent (except as expressly provided in Section 7.B above). Tenant may reasonably designate a certain reasonable number of areas within the Premises as “Secured Areas” should Tenant require such areas for the purpose of securing certain valuable property or confidential information. Tenant shall deliver to Landlord a diagram of the Premises, depicting the proposed Secured Areas for Landlord’s approval (which approval will not be unreasonably withheld, conditioned or delayed). Landlord may not enter such Secured Areas except in the case of an emergency or in the event of a Landlord inspection, in which case Landlord shall provide Tenant with at least forty-eight (48) hours prior written notice. Landlord shall not show the Secured Area to a prospective lender, purchaser or prospective tenant without forty-eight (48) hours prior written notice and, at Tenant’s request, without a representative of Tenant being present. Tenant hereby acknowledges and agrees that Landlord shall have no obligation to perform janitorial services in such Secured Areas unless Tenant provides Landlord a written request for same and provides Landlord with access to such Secured Areas (by providing Landlord a key or other device).

11. Assignment and Subletting .

A. Landlord’s Consent Required . Subject to the remaining provisions of this Article 11 , Tenant shall not assign, transfer or encumber any interest in this Lease (either absolutely or collaterally) or sublease or allow any third party to use any portion of the Premises

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(collectively or individually, a “ Transfer ”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned or delayed. Without limitation, Tenant agrees that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition is not sufficient, in Landlord’s reasonable estimation, to ensure their financial performance under the contemplated Transfer; (2) the proposed transferee is a governmental organization inconsistent with the quality of the Project or a present occupant of the Project, or Landlord is otherwise engaged in lease negotiations with the proposed transferee for other premises in the Project; (3) any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default); (4) any portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) the proposed transferee’s use of the Premises conflicts with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) the use, nature, business, activities or reputation in the business community of the proposed transferee (or its principals, employees or invitees) does not meet Landlord’s standards for Building tenants in Landlord’s reasonable estimation; (7) either the Transfer or any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; or (8) the proposed transferee is or has been involved in litigation with Landlord or any of its Affiliates within the prior two (2) years. Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant specifically waives any claim for damages or right to terminate the Lease pursuant to California Civil Code Section 1995.310 or otherwise. Any attempted Transfer in violation of this Article is voidable at Landlord’s option.

B. Consent Parameters/Requirements . As part of Tenant’s request for, and as a condition to, Landlord’s consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy (unexecuted) of the proposed assignment or sublease and other contractual documents, and such other information as Landlord may reasonably request. Landlord shall then, within fifteen (15) days after Landlord’s receipt of such items (i) consent to the proposed Transfer, (ii) deny consent to the proposed Transfer, in which case such notice from Landlord shall specify the reasons for Landlord’s denial of such consent, or (iii) with respect to a sublease (but not with respect to an assignment), Landlord shall have the right (but not the obligation) to terminate this Lease as of the date the sublease would have been effective (“ Landlord Termination Date ”) with respect to the portion of the Premises which Tenant desires to sublease. Notwithstanding the foregoing, Tenant may sublease up to 4,910 Rentable Square Feet of the Premises without triggering Landlord’s right to terminate the Lease with respect to such portion of the Premises that Tenant desires to sublease. In such event, Tenant shall vacate such portion of the Premises by the Landlord Termination Date and upon Tenant’s vacating such portion of the Premises, the rent and other charges payable shall be proportionately reduced. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease, nor shall the acceptance of Rent from any assignee, subtenant or occupant constitute a waiver or release of Tenant from any of its obligations or liabilities under this Lease. Tenant shall pay Landlord a review fee of $1000 for Landlord’s review of any Permitted Transfer or requested Transfer, provided if Landlord’s actual reasonable costs and expenses (including reasonable attorney’s fees) exceed $1000, Tenant shall reimburse Landlord for its actual reasonable costs and expenses in lieu of a fixed review fee.

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C. Payment to Landlord . If the aggregate consideration paid to a Tenant Party for a Transfer exceeds that payable by Tenant under this Lease (prorated according to the transferred interest), Tenant shall pay Landlord 50% of such excess (after deducting therefrom reasonable leasing commissions, reasonable attorneys’ fees, and reasonable costs of tenant improvements paid to unaffiliated third parties in connection with the Transfer, with proof of same provided to Landlord). Tenant shall pay Landlord any such excess within 30 days after Tenant’s receipt of such excess consideration. If any uncured event of default exists under this Lease (or a condition exists which, with the passage of time or giving of notice, would become an event of default), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received, but not to exceed the amount payable by Tenant under this Lease.

D. Change in Control of Tenant . Except for a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights in Tenant at any time sells or disposes of such majority of voting shares/rights, or changes its identity for any reason (including a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer. The foregoing shall not apply so long as, both before and after the Transfer, Tenant is an entity whose outstanding stock is listed on a recognized U.S. securities exchange, or if at least 80% of its voting stock is owned by another entity, the voting stock of which is so listed; provided , however , Tenant shall give Landlord written notice at least 30 days prior to the effective date of such change in ownership or control.

E. No Consent Required . Tenant may sublease all or any portion of the Premises or assign its entire interest under this Lease to its Affiliate or to a successor to Tenant by purchase, merger, consolidation or reorganization without the consent of Landlord (and without paying to Landlord any “profit” and without the ability of Landlord to recapture the Premises), provided that all of the following conditions are satisfied in Landlord’s reasonable discretion (a “ Permitted Transfer ”): (1) no uncured event of default exists under this Lease after notice and expiration of applicable cure periods; (2) Tenant’s successor shall own all or substantially all of the assets of Tenant; (3) such Affiliate or successor shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease; (4) no portion of the Building or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer; (5) such Affiliate’s or successor’s use of the Premises shall not conflict with the Permitted Use or any exclusive usage rights granted to any other tenant in the Building; (6) neither the Transfer nor any consideration payable to Landlord in connection therewith adversely affects the real estate investment trust qualification tests applicable to Landlord or its Affiliates; and (7) Tenant shall give Landlord written notice at least 30 days prior to the effective date of the proposed Transfer, along with all applicable documentation and other information necessary for Landlord to determine that the requirements of this Section 11.E have been satisfied, including if applicable, the qualification of such proposed transferee as an Affiliate of Tenant. If the terms of the proposed transfer are confidential, Landlord agrees to execute a commercially reasonable confidentiality agreement prior to Tenant’s delivery of the information required under this Section 11.E. The term “ Affiliate ” means any person or entity controlling, controlled by or under common control with Tenant or Landlord, as applicable. If requested by Landlord, the Affiliate or successor shall sign a commercially reasonable form of assumption agreement.

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12. Liens . Tenant shall not permit mechanic’s or other liens to be placed upon the Building, Project, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for the benefit of Tenant. If a lien is so placed, Tenant shall, within 10 days of notice from Landlord of the filing of the lien, fully discharge the lien by settling the claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to discharge the lien, then, in addition to any other right or remedy of Landlord, upon notice to Tenant, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall, within 30 days after receipt of an invoice from Landlord, reimburse Landlord for any amount paid by Landlord, including reasonable attorneys’ fees, to so bond or insure over the lien or discharge the lien.

13. Indemnity . Subject to Article 15 , Tenant shall hold Landlord, its trustees, Affiliates, subsidiaries, members, principals, beneficiaries, partners, officers, directors, shareholders, employees, Mortgagee(s) and agents (including the manager of the Project) (collectively, “ Landlord Parties ”) harmless from, and indemnify and defend such parties against, all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including reasonable attorneys’ fees and other professional fees that may be imposed upon, incurred by or asserted against any of such indemnified parties (each a “ Claim ” and collectively “ Claims ”) that arise out of or in connection with any damage or injury occurring in the Premises. Provided Landlord Parties are properly named as additional insureds in the policies required to be carried under this Lease, and except as otherwise expressly provided in this Lease, the indemnity set forth in the preceding sentence shall be limited to the greater of (A) $6,000,000, and (B) the aggregate amount of general/umbrella liability insurance actually carried by Tenant. Subject to Articles 9.B, 15 and 20 , Landlord shall hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, shareholders, employees and agents (collectively, “ Tenant Parties ”) harmless from, and indemnify and defend such parties against, all Claims that arise out of or in connection with any damage or injury occurring in or on the Project (excluding the Premises), to the same extent the Tenant Parties would have been covered had they been named as additional insureds on the commercial general liability insurance policy required to be carried by Landlord under this Lease. The indemnity set forth in the preceding sentence shall be limited to the amount of $6,000,000. To the fullest extent permitted by law, Tenant, on its behalf and on behalf of all Tenant Parties, waives any and all claims against Landlord Parties arising out of, knowingly and voluntarily assumes the risk of, and agrees that Landlord Parties shall not be liable to Tenant Parties for any of the following: (a) injury to or death of any person; or (b) loss of, injury or damage to, or destruction of, any tangible or intangible property, including, without limitation, the resulting loss of use, economic losses and consequential or resulting damage of any kind from any cause. Landlord Parties shall not be liable for any of the foregoing regardless of whether the liability results from any active or passive act, error, omission or negligence of any of the Landlord Parties, or is based on claims in which liability without fault or strict liability is imposed or sought to be imposed on any of the Landlord Parties. Notwithstanding the foregoing, however, this exculpation clause shall not apply to Claims against Landlord Parties to the extent that a final judgment of a court of competent jurisdiction establishes that the injury, loss, damage, or destruction was proximately caused by Landlord Parties’ fraud or willful injury to person or property.

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14. Insurance .

A. Tenant’s Insurance . Except as described in Rider 3 attached hereto, Tenant shall maintain the following insurance (“ Tenant’s Insurance ”), at its sole cost and expense: (1) commercial general liability insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a per occurrence limit of no less than $1,000,000; (2) causes of loss-special form (formerly “all risk”) property insurance, including flood and earthquake (subject to Rider 3), covering all above building standard leasehold improvements and Tenant’s trade fixtures, equipment, furniture and other personal property within the Premises (“ Tenant’s Property ”) in the amount of the full replacement cost thereof; (3) business income (formerly “business interruption”) insurance written on an actual loss sustained form or with sufficient limits to address reasonably anticipated business interruption losses (subject to Rider 3); (4) business automobile liability insurance to cover all owned, hired and nonowned automobiles owned or operated by Tenant providing a minimum combined single limit of $1,000,000; (5) workers’ compensation insurance as required by