OFFICE LEASE

Exhibit 10.2

TORREY PINES COURT, LA JOLLA
OFFICE LEASE

LANDLORD:

MULLROCK 3 TORREY PINES, LLC,
a Delaware limited liability company

TENANT:

OREXIGEN THERAPEUTICS, INC.,
a Delaware corporation

SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS

This SUMMARY OF BASIC LEASE INFORMATION AND DEFINITIONS (“ Summary ”) is hereby incorporated into and made a part of the attached Office Lease which pertains to the Building described in Section 1.4 below. All references in the Lease to the “Lease” shall include this Summary. All references in the Lease to any term defined in this Summary shall have the meaning set forth in this Summary for such term. Any initially capitalized terms used in this Summary and any initially capitalized terms in the Lease which are not otherwise defined in this Summary shall have the meaning given to such terms in the Lease. If there is any inconsistency between the Summary and the Lease, the provisions of the Lease shall control.

1.1		Landlord’s Address :		Mullrock 3 Torrey Pines, LLC
				c/o The Muller Company
				23521 Paseo de Valencia, Suite 200
				Laguna Hills, California 92653
				Attention: Mr. Stephen J. Muller
				Telephone: (949) 460-5380
				Facsimile: (949) 586-0470
		With a copy to:		Allen Matkins Leck Gamble Mallory & Natsis LLP
				501 West Broadway, Fifteenth Floor
				San Diego, California 92101-3541
				Attention: Martin L. Togni, Esq.
				Telephone: (619) 233-1155
				Facsimile: (619) 233-1158
1.2		Tenant’s Address :		From and after Commencement Date:
				Orexigen Therapeutics, Inc.
				3344 Torrey Pines Court, Second Floor
				La Jolla, California 92037
				Attention: Graham Cooper
				Telephone: (858) 436-8602
				Facsimile: (858) 436-8650
				Prior to Commencement Date:
				Orexigen Therapeutics, Inc.
				12481 High Bluff Drive, Suite 160
				San Diego, California 92130

1.3		Site; Project : The Site consists of the parcel(s) of real property commonly known as Torrey Pines Court, La Jolla, located at 10350 North Torrey Pines Road and 3333, 3344, 3366 and 3377 Torrey Pines Court, 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 Building currently located on the Site, as depicted on the site plan attached hereto as Exhibit “A” . The aggregate rentable square feet of the Project is (as of the date hereof) approximately 196,000 rentable square feet.
1.4		Building : A four (4) story office building located on the Site, containing approximately 46,193 rentable square feet, the address of which is 3344 North Torrey Pines Court, San Diego, California 92037.
1.5		Premises : The entire first (1 st ) and second (2 nd ) floor of the Building as generally shown on the plan attached hereto as Exhibit “B,” and containing 22,229 rentable and 19,818 usable square feet (consisting of 9,628 rentable and 8,584 usable square feet of space on the first (1 st ) floor of the Building and 12,601 rentable and 11,234 usable square feet of space on the second (2 nd ) floor of the Building).
1.6		Term : Sixty-four (64) months.
1.7		Commencement Date : The date of Substantial Completion (as defined in the Work Letter Agreement attached hereto as Exhibit “C” ) of the Premises, which Commencement Date is anticipated to be no sooner than March 1, 2008.

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

1.8

Monthly Basic Rent : Upon the commencement of the Term of this Lease, and on the first day of each month thereafter during the Term of this Lease, Tenant shall pay to Landlord, in advance and without demand, notice, offset or deduction, as Monthly Basic Rent for the Premises the following monthly payments:

						Monthly Basic Rent
Months of Term		Monthly Basic Rent				per Rentable Square Foot
*1 – 12		$	87,804.55			$	3.95
13 – 24		$	90,916.61			$	4.09
25 – 36		$	94,028.67			$	4.23
37 – 48		$	97,363.02			$	4.38
49 – 60		$	100,697.37			$	4.53
61 – 64		$	104,254.01			$	4.69

1.9		Tenant’s Percentage : 48.12%, which is the ratio that the rentable square footage of the Premises (22,229 rentable square feet) bears to the rentable square footage of the Building (46,193 rentable square feet). Accordingly, as more particularly set forth in Sections 4.3 and 4.4 hereof, Tenant shall pay to Landlord 48.12% 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 below.
1.10		Landlord’s Contribution to Operating Expenses : Tenant’s Percentage of Operating Expenses incurred by Landlord during calendar year 2008 (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.
1.11		Letter of Credit : $1,000,000.00 (subject to increase or decrease as provided in Section 5 below).
1.12		Permitted Use : All legally permitted uses within the IP-1-1 classification to the extent consistent within the character of the Project as a first-class research and development Project and for no other purposes whatsoever.
1.13		Brokers : Colliers International representing Landlord and The Staubach Company – San Diego, Inc. representing Tenant.
1.14		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.
1.15		Tenant Improvements : The tenant improvements previously installed in the Premises, if any, and the tenant improvements to be installed in the Premises, if any, as described in the Work Letter Agreement attached hereto as Exhibit “C” .
1.16		Parking : A total of forty-six (46) unreserved, uncovered parking privileges in the Building’s parking lot and fifteen (15) reserved, covered parking privileges in the subterranean garage at the Project, all at no additional cost to Tenant, which parking privileges shall be subject to the provisions set forth in Section 6.2 of this Lease. Additionally, Tenant shall have the right to lease an additional three (3) reserved, covered parking privileges in the subterranean garage at the Project at a cost of One Hundred Dollars ($100.00) per reserved, covered privilege per month, which rate shall be fixed during the initial Lease Term but shall be subject to increase to Landlord’s then prevailing rate during the Option Term (if applicable); provided, however, that Tenant shall, subject to Landlord’s approval, have the right to rescind Tenant’s leasing of all or a portion of the three (3) additional reserved spaces upon thirty (30) days prior written notice to Landlord (which rescission right, if exercised, shall be irrevocable during the remainder of the Lease Term (including the Option Term).
1.17		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 1:00 p.m. on Saturdays (except Building Holidays). “ Building Holidays ” shall mean nationally and locally recognized holidays as designated by Landlord.
1.18		Guarantor(s) : None.

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

STANDARD FORM OFFICE LEASE

TABLE OF CONTENTS

Section		Title		Page
1.		Premises			1
2.		Term; Notice of Lease Dates; Option Term			1
3.		Rent and Basic Rent Abatement			3
4.		Common Areas; Operating Expenses			3
5.		Letter of Credit			9
6.		Use			11
7.		Payments and Notices			14
8.		Brokers			14
9.		Surrender; Holding Over			14
10.		Taxes on Tenant’s Property			15
11.		Condition of Premises; Repairs			15
12.		Alterations			16
13.		Liens			17
14.		Assignment and Subletting			18
15.		Entry by Landlord			20
16.		Utilities and Services			20
17.		Indemnification and Exculpation			22
18.		Damage or Destruction			23
19.		Eminent Domain			24
20.		Tenant’s Insurance			25
21.		Landlord’s Insurance			26
22.		Waiver of Claims; Waiver of Subrogation			26
23.		Tenant’s Default and Landlord’s Remedies			27
24.		Landlord’s Default			29
25.		Subordination			29
26.		Estoppel Certificate			29
27.		Intentionally Omitted			30
28.		Modification and Cure Rights of Landlord’s Mortgagees and Lessors			30
29.		Quiet Enjoyment			30
30.		Transfer of Landlord’s Interest			30
31.		Limitation on Landlord’s Liability			30
32.		Miscellaneous			30
33.		Waiver of Jury Trial			33
34.		Landlord Renovations			33
35.		Communication Equipment			33

EXHIBITS

EXHIBIT “A”		Project Site Plan
EXHIBIT “B”		Premises
EXHIBIT “C”		Work Letter Agreement
EXHIBIT “D”		Sample Form of Notice of Lease Term Dates
EXHIBIT “E”		Rules and Regulations
EXHIBIT “F”		Sample Form of Tenant Estoppel Certificate
EXHIBIT “G”		Form of Letter of Credit
EXHIBIT “H”		Form of Subordination Agreement; Acknowledgment of Lease Assignment, Estoppel, Attornment and Non-Disturbance Agreement
EXHIBIT “I”		Tenant’s Approved Logo
EXHIBIT “J”		Final Space Plan

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

Abandonment		27
Accountant		9
Actual Statement		8
ADA		15
Additional Allowance		Exhibit C
Additional LC Amount		9
Adjustment Date		9
Affiliate Assignee		20
Affiliates		20
Allowances		Exhibit C
Amortization Period		Exhibit C
Amortization Rent		Exhibit C
Approved Working Drawings		Exhibit C
Architect		Exhibit C . Exhibit C
Bank		9
Base Year		ii
Base, Shell and Core		Exhibit C
Brokers		ii
Building		i
Building Common Areas		3
Building Holidays		ii
Building’s Share		4
business day		14
Commencement Date		i
Common Areas		3
Communication Equipment		33
Comparable Buildings		1
Construction Drawings		Exhibit C . Exhibit C
Contractor		Exhibit C
Cost Pools		5
Cost Proposal		Exhibit C
Cost Proposal Delivery Date		Exhibit C
costs of remediation		14
Cutoff Date		8
days		31
Eligibility Period		22
Engineers		Exhibit C . Exhibit C
Environmental Law		13
Environmental Permits		13
Estimate Statement		8
Excess Expenses		4
Existing Lender		29
Existing Lender SNDA		29
Extension Notice		1
Extension Option		1
fair market rental rate		1
Final Space Plan		17. Exhibit C
Final Working Drawings		Exhibit C
First HVAC Adjustment		21
Force Majeure Delays		32
GAAP		4
Guarantor(s)		ii
Hazardous Materials		13
HVAC		15, 20
Indemnified Claims		23
Landlord		1
Landlord Hazardous Materials		13
Landlord Indemnified Parties		13, 23
Landlord Supervision Fee		Exhibit C
Landlord’s Broker		14
LC Expiration Date		10
Lease		1
Letter of Credit		9, ii
Logo		12
Monthly Basic Rent		ii
Operating Expenses		4
Option Term		1
Optional Allowance		Exhibit C
Original Tenant		2
Outside Agreement Date		2
Over-Allowance Amount		Exhibit C
Package Unit		22
PCBs		13
Permits		Exhibit C
Permitted Use		ii

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

		Page(s)
Pre-Approved Change		16
Premises		i
Project		i
Project Common Areas		3
Real Property Taxes and Assessments		7, 8
release or threatened release		14
Renovations		33
rent		3
Review Period		8
Security Deposit Laws		11
Signage Specifications		12
Site		i
Specifications		Exhibit C
Stated Amount		9
Subject Space		18
Substantial Completion		Exhibit C
Summary		1
Systems		16
Tenant		1
Tenant Changes		16
Tenant Delays		Exhibit C
Tenant Improvement Allowance		Exhibit C
Tenant Improvement Allowance Items		Exhibit C
Tenant Improvements		Exhibit C
Tenant Indemnified Parties		13
Tenant Parties		23
Tenant’s Broker		14
Tenant’s Exterior Signage		12
Tenant’s Name Sign		12
Tenant’s Parties		13
Tenant’s Percentage		ii
Tenant’s Review Period		2
Tenant’s Security System		22
Tenant’s Top Sign		12
Term		i
Time Deadlines		Exhibit C
Transfer		18
Transfer Date		18
Transfer Notice		18
Transferee		18
Work Letter Agreement		Exhibit C
worth at the time of award		28

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

OFFICE LEASE

This LEASE, which includes the preceding Summary of Basic Lease Information and Definitions (“ Summary ”) attached hereto and incorporated herein by this reference (“ Lease ”), is made as of the 7 ^th  day of December, 2007, by and between MULLROCK 3 TORREY PINES, LLC, a Delaware limited liability company (“ Landlord ”), and OREXIGEN THERAPEUTICS, INC., a Delaware corporation (“ Tenant ”).

1. Premises .

1.1. Premises . Upon and subject to the terms, covenants and conditions hereinafter set forth in this Lease, 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.

1.2. Landlord’s Reservation of Right . 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. Rentable and Usable Square Feet . The parties hereby stipulate that the Premises contain the rentable and usable square feet set forth in Section 1.5 of the Summary, and such square footage amounts are not subject to adjustment or remeasurement by Landlord or Tenant. Accordingly, there shall be no adjustment in Tenant’s Percentage, the Monthly Basic Rent, the Allowances or other amounts set forth in this Lease which are determined based upon rentable or usable square feet of the Premises.

2. Term; Notice of Lease Dates; Option Term .

2.1. Term; Notice of Lease Dates . 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. If Landlord does not deliver possession of the Premises to Tenant on or before the anticipated Commencement Date (as set forth in Section 1.7(ii) of the Summary), Landlord shall not be subject to any liability nor shall the validity of this Lease nor the obligations of Tenant hereunder be affected. Within ten (10) days after Landlord’s written request, Tenant shall execute a written confirmation of the Commencement Date and expiration date of the Term in the form of the Notice of Lease Term Dates attached hereto as Exhibit “D” .

(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 five (5) years (“ Option Term ”), on the same terms, covenants and conditions as provided for in this Lease during the initial Term, except that all economic terms such as, without limitation, Monthly Basic Rent, 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.
(b)		The Extension Option must be exercised, if at all, by written notice (“ Extension Notice ”) delivered by Tenant to 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 original Term of this Lease. Tenant’s failure to timely provide the Extension Notice shall render the Extension Option null and void and of no further force or effect.
(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 tenant (excluding sublease, assignment and new tenant transactions) would pay, and a willing, comparable landlord of a comparable quality building located in the Torrey Pines area of San Diego County (“ Comparable Buildings ”), would accept, at arm’s length (what Landlord is accepting in current transactions for the Project may be considered), from a tenant having similar financial responsibility, credit rating and capitalization as Tenant then has, for a five (5) year term of a lease of 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, views 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), giving appropriate consideration to the standard of measurement by which the rentable square footage is measured, the ratio of rentable square feet to usable square feet, and taking into account items that professional real estate brokers customarily consider in renewal transactions, including, but

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

		not limited to: the condition of the improvements in the comparable premises; rental rates; office space availability; tenant size, refurbishment allowances, credit standing and financial stature; brokerage commissions; operating expenses; and base year and/or expense stops; parking charges, and any other amounts then being charged by Landlord or the lessors of such similar office buildings.
(d)		Landlord’s determination of fair market rental rate shall be delivered to Tenant in writing not later than twenty (20) days following Landlord’s receipt of Tenant’s Extension Notice. Tenant will have five (5) business 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 the fair market rental rate submitted by Landlord in writing within Tenant’s Review Period will conclusively be deemed Tenant’s disapproval 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 using their best good faith efforts. 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 “ Outside Agreement Date ”), then Tenant may, within ten (10) business days following the Outside Agreement Date, demand by written notice to Landlord that each party’s determination be submitted to appraisal in accordance with the following provisions of this Section 2.2. Each party’s determination shall be submitted in a sealed envelope to the arbitrators concurrently with the selection of the arbitrators as provided below. Tenant’s failure to timely demand appraisal will constitute Tenant’s rescission of its Extension Notice and the Extension Option will be null and void and of no further force or effect. Tenant’s failure to timely provide the Extension Notice shall render the Extension Option null and void and of no further force or effect.
(e)		Appraisal.

	(1)		Landlord and Tenant shall each appoint one independent, unaffiliated, neutral appraiser who shall by profession be a real estate broker who has been active over the five (5) year period ending on the date of such appointment in the valuation of leases of comparable office space in Comparable Buildings. Each such appraiser will be appointed within twenty (20) days after the Outside Agreement Date.
	(2)		The two (2) appraisers so appointed will, within ten (10) days of the date of the appointment of the last appointed appraiser, agree upon and appoint a third appraiser who shall be qualified under the same criteria set forth herein above for qualification of the initial two (2) appraisers.
	(3)		The determination of the appraisers shall be limited solely to the issue of whether Landlord’s or Tenant’s last proposed (as of the Outside Agreement Date) new fair market rental rate for the Premises is the closest to the actual new fair market rental rate for the Premises as determined by the appraisers, taking into account the requirements of Sections 2.2(a) and 2.2(c) above and this Section 2.2(e) regarding same.
	(4)		The three (3) appraisers shall, within fifteen (15) days of the appointment of the third appraiser, reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted new fair market rental rate (i.e., the appraisers may only select Landlord’s or Tenant’s submission and may not select a compromise position), and shall notify Landlord and Tenant thereof.
	(5)		The decision of the majority of the three (3) appraisers shall be binding upon Landlord and Tenant. The cost of each party’s appraiser shall be the responsibility of the party selecting such appraiser, and the cost of the third appraiser (or arbitration, if necessary) shall be shared equally by Landlord and Tenant.
	(6)		If either Landlord or Tenant fails to appoint an appraiser within the time period in Section 2.2(e)(1) hereinabove, the appraiser appointed by one of them shall reach a decision, notify Landlord and Tenant thereof and such appraiser’s decision shall be binding upon Landlord and Tenant.
	(7)		If the two (2) appraisers fail to agree upon and appoint a third appraiser, both appraisers shall be dismissed and the matter to be decided shall be forthwith submitted to arbitration under the provisions of the American Arbitration Association (but subject to the requirements of Sections 2.2(a) and 2.2(c) and this Section 2.2(e)).
	(8)		In the event that the new Monthly Basic Rent is not established prior to end of the then current Term of this Lease, the Monthly Basic Rent immediately payable at the commencement of such Option Term shall be the Monthly Basic Rent payable in the immediately preceding month. Notwithstanding the above, once the fair market rental is determined in accordance with this Section 2.2, the parties shall settle any underpayment or overpayment on the next Monthly Basic Rent payment date falling not less than thirty (30) days after such determination.

(f)

No Defaults; Personal . Notwithstanding anything above to the contrary, the Extension Option is personal to the original Tenant executing this Lease (“ Original Tenant ”) and any Affiliate

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

Assignee pursuant to Section 14.8 below and may be exercised only by the Original Tenant or such Affiliate Assignee while occupying no less than one (1) full floor of the entire Premises and may not be exercised or be assigned, voluntarily or involuntarily, by any person or entity other than the Original Tenant or such Affiliate Assignee, as the case may be. 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. Tenant or Tenant’s Affiliate Assignee shall have no right to exercise the Extension Option, notwithstanding any provision of the grant of the Extension Option to the contrary, and Tenant’s or Tenant’s Affiliate Assignee exercise of the Extension Option may, at Landlord’s option, be nullified by Landlord and deemed of no further force or effect, if Tenant or Tenant’s Affiliate Assignee shall be in default under the terms of this Lease after the expiration of all applicable notice and cure periods as of Tenant’s or Tenant’s Affiliate Assignee exercise of the Extension Option or at any time after the exercise of the Extension Option and prior to the commencement of the Option Term.

3. Rent and Basic Rent Abatement .

3.1. Monthly 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 to the actual number of days in any particular month. Notwithstanding anything to the contrary contained herein and provided that Tenant faithfully performs all of the terms and conditions of this Lease, Landlord hereby agrees to abate Tenant’s obligation to pay (i) one hundred percent (100%) of Tenant’s Monthly Basic Rent for the second floor portion of the Premises for the second (2 ^nd ), third (3 ^rd ), fourth (4 ^th ) and fifth (5 ^th ) full months of the initial Lease Term and (ii) one hundred percent (100%) of Tenant’s Monthly Basic Rent for the first (1 ^st ) floor portion of the Premises for the second (2 ^nd ), third (3 ^rd ), fourth (4 ^th ) and fifth (5 ^th ) months of the initial Lease Term and fifty percent (50%) of Tenant’s Monthly Basic Rent for the first (1 ^st ) floor portion of the Premises for the sixth (6 ^th ), seventh (7 ^th ), eighth (8 ^th ), and ninth (9 ^th ) full months of the initial Lease Term. During such abatement period, Tenant shall still be responsible for the payment of all of its other monetary obligations under this Lease except Monthly Basic Rent. In the event of a default by Tenant under the terms of this Lease that results in early termination pursuant to the provisions of Section 23 of this Lease, then as a part of the recovery set forth in Section 23 of this Lease, Landlord shall be entitled to the pro-rata recovery of the Monthly Basic Rent that was abated under the provisions of this Section 3.1.

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 Tenant’s Percentage of Operating Expenses in excess of Landlord’s Contribution to Operating Expenses as provided in Section 1.10 of the Summary) 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.

4. Common Areas; Operating Expenses .

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, loading and unloading areas, trash areas, roadways, sidewalks, walkways, parkways, driveways and landscaped areas appurtenant to the Building.

The Building Common Areas and the Project Common Areas shall be referred to herein collectively as the “ Common Areas .”

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

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 and materially interfere with Tenant’s use of or access to the Premises and provided that such expansion or construction does not increase the amount of Operating Expenses allocable to Tenant as defined in Section 4.4 below:

(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; and
(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.

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.

4.4. Definition of Operating Expenses . As used in this Lease, the term “ Operating Expenses ” shall consist of all costs and expenses of operation, maintenance, repair and replacement (subject to the terms hereof) of the Project (including the Building, the Site and the Common Areas) as determined by generally accepted accounting principles (“ GAAP ”) and calculated assuming the Project is ninety-five percent (95%) occupied, together with the Building’s Share of all costs and expenses for the operation, maintenance, repair and replacement of the Project and the Project Common Areas as determined by Landlord utilizing GAAP and calculated assuming the Project is ninety-five percent (95%) occupied. The term “ Building’s Share ” shall mean a fraction, the numerator of which is the rentable square footage of the Building and the denominator of which is the rentable square footage of the Project. Operating Expenses include the following costs by way of illustration but not limitation: (a) Real Property Taxes and Assessments (as defined in Section 4.5 below) and any taxes or assessments imposed in lieu thereof; (b) any and all assessments imposed with respect to the Building, Common Areas, and/or Site pursuant to any covenants, conditions and restrictions affecting the Site, Common Areas or Building; (c) to the extent not charged to and paid by Tenant pursuant to Section 16.2 below, water and sewer charges and the costs of electricity, heating, ventilating, air conditioning and other utilities; (d) to the extent not charged to and paid by Tenant pursuant to Section 16.2 below, utilities surcharges and any other costs, levies or assessments resulting from statutes or regulations promulgated by any government authority in connection with the use or occupancy of the Site, Building or the Premises or the parking facilities serving the Site, Building or the Premises; (e) costs of insurance obtained by Landlord pursuant to Section 21 of this Lease; (f) waste disposal and janitorial services; (g) security (if any); (h) costs incurred in the management of the Site, Building and Common Areas, including, without limitation: (1) supplies, (2) wages, salaries (but not above the level of Project manager), benefits, pension payments, fringe benefits, uniforms and dry-cleaning thereof (and payroll taxes, unemployment taxes, employer’s Social Security taxes, together with any other taxes levied on wages, salaries, compensation and benefits, insurance and similar governmental charges related thereto) of employees used in the operation and maintenance of the Site, Building and Common Areas, (3) the rental of personal property used by Landlord’s personnel in the maintenance, repair and operation of the Project, (4) management office expenses including rent and operating costs, (5) accounting fees directly related to the Project, legal fees directly related to the Project and real estate consultant’s fees, and (6) a management/administrative fee substantially consistent with that charged by landlords of Comparable Buildings, but in any event not to exceed four percent (4%) of the gross revenues of the Project; (i) supplies, materials, equipment and tools; (j) repair and maintenance of the elevators and the structural portions of the Building, 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 reasonably determined by Landlord), 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) reasonably intended to produce a reduction in operating charges or energy consumption or effect other economies in the operation or maintenance of the Project (but only to the extent of the cost savings that result therefrom and with Landlord to provide, upon Tenant’s written request, backup information regarding the basis for Landlord’s reasonable belief in such reduction in operating expenses); or (2) required after the date of this Lease under any governmental law or regulation that was not in effect as of the Commencement Date; or (3) for repair or replacement of any equipment or improvements needed to operate and/or maintain the Building, the Common Areas and/or the Site at the same quality levels as prior to the repair or replacement; (m) costs and expenses of

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

gardening and landscaping; (n) maintenance of signs; (o) personal property taxes levied on or attributable to personal property used in connection with the Building, the Common Areas and/or the Site; and (p) costs and expenses of repairs, resurfacing, repairing, maintenance, painting, lighting and similar items, including appropriate reserves. If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. 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. As provided in Section 4.5 below, the Base Year shall be fully assessed for purposes of Real Property Taxes and Assessments.

Landlord shall have the right, from time to time, to equitably allocate some or all of the Operating Expenses between the Building and/or among different tenants of the Project and/or different buildings of the Project as and when such different buildings are constructed and added to (and/or excluded from) the Project or otherwise (the “ Cost Pools ”). Such Cost Pools may include, without limitation, the office space tenants and industrial space tenants of the Project or of a building or buildings in the Project. Such Cost Pools may also include an allocation of certain Operating Expenses within or under covenants, conditions and restrictions affecting the Project. In addition, Landlord shall have the right from time to time, in its reasonable discretion, to include or exclude existing or future buildings in the Project for purposes of determining Operating Expenses and/or the provision of various services and amenities thereto, including allocation of Operating Expenses in any such Cost Pools.

Landlord hereby agrees that the cost of any new type or increased amount of insurance coverage (including, but not limited to, earthquake insurance) (or increased limits of insurance or decrease in the amount of deductibles) which is obtained or effected by Landlord during any calendar year after the Base Year (but is not obtained or effected during the Base Year) shall be added to the Operating Expenses for the Base Year (but at the rate which would have been in effect during the Base Year or the rate in effect during such subsequent calendar year, whichever is lower) prior to the calculation of Tenant’s Share of Operating Expenses for each such calendar year in which such change in insurance is initially obtained or effected. In the event that any of Landlord’s insurance premiums applicable to the Project shall decrease in any calendar year subsequent to the Base Year (including, without limitation, as a result of any decrease in the amount or type of coverage or increase in deductibles), Operating Expenses attributable to the Base Year, shall, commencing the year of such decrease, but only as long as and to the extent such decrease remains in effect, thereafter be reduced by the amount of such decrease in the insurance premiums.

Landlord further agrees that any costs incurred in any calendar year after the Base Year because of any added new type of discretionary services which were readily available during the Base Year, and customarily provided by landlords of Comparable Buildings during the Base Year (but not by Landlord), and not included in the Base Year shall be added to and included in the Base Year for purposes of determining the Operating Expenses payable for such calendar year in which such added new type of discretionary services are so provided, as if such services were provided in the Base Year (but at the rate for such services which would have been in effect during the Base Year, or the rate in effect during such subsequent calendar year, whichever is lower); provided, however, the foregoing provision shall not apply to the costs of any capital additions, capital alterations, capital repairs or capital improvements which shall be governed by the provisions of Section 4.4 above. In addition, if in the event and to the extent any portion of the Project is covered by a warranty or service agreement which provides warranty-type protection at any time during the Base Year and is not covered by such warranty or such warranty-type protection under such service agreement in a subsequent calendar year to the same extent, Operating Expenses for the Base Year shall be deemed increased by the amount Landlord would have incurred during the Base Year with respect to the items or matters covered by the subject warranty or warranty-type protection, had such warranty or such service agreement not been in effect during the Base Year.

Notwithstanding anything in the definition of Operating Expenses set forth above, Operating Expenses shall not include the following:

(a)		costs incurred in connection with defects in the original construction of the Project or in connection with any major change in the Project, such as adding or deleting floors;
(b)		depreciation, interest and principal payments on mortgages or other debt costs, if any;
(c)		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;
(d)		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 from any tenant or occupant of the Project or by insurance from its carrier or any tenant’s carrier;

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

(e)		any bad debt loss, rent loss, or reserves for bad debts or rent loss or any reserves of any kind (but Operating Expenses may include reasonable reserves imposed upon the Project as part of the assessments under any covenants, conditions and restrictions recorded against the Project other than a reserve for any debt or financing arrangement);
(f)		costs associated with the operation of the business of the partnership or entity which constitutes the Landlord, as the same are distinguished from the costs of operation of the Project, including partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), 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;
(g)		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 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;
(h)		late charges, penalties, liquidated damages, and interest arising out of Landlord’s failure to make timely payment of any of its obligations;
(i)		amount paid as ground rental for the Project;
(j)		costs, including permit, license and inspection costs, incurred with respect to the installation of tenant improvements made for new tenants or other occupants in the Project or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project (excluding, however, such costs relating to any Common Areas of the Project or the parking facilities);
(k)		costs of capital repairs and capital alterations, capital improvements and capital equipment, except as permitted in this Section 4.4 above;
(l)		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 typical costs of such supplies and/or services rendered by qualified, first-class unaffiliated third parties on a competitive basis;
(m)		any compensation paid to clerks, attendants or other persons in commercial concessions operated by or on behalf of the Landlord (other than the parking facilities serving the Project);
(n)		rentals and other related expenses incurred in leasing air conditioning systems, elevators or other equipment (except when needed in connection with normal repairs and maintenance of permanent systems) which if purchased the cost of which would be excluded from Operating Expenses as a capital cost (excluding, however, equipment not affixed to the Building or the Project which is used in providing janitorial or similar services);
(o)		all items and services for which Tenant or any other tenant in the Project is obligated to reimburse Landlord, or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;
(p)		electric power costs or costs for other utilities for which any tenant (including Tenant) directly contracts with a public service company, or any costs for electricity, water, heat, air conditioning or other utilities provided by Landlord to any tenant free of charge in excess of the costs for utilities offered by Landlord to Tenant free of charge;
(q)		costs, other than those incurred in ordinary maintenance and repair, for sculpture, paintings, fountains or other objects of art;
(r)		depreciation and amortization, except as provided herein and except on materials, tools, supplies and vendor-type equipment purchased by Landlord to enable Landlord to supply services Landlord might otherwise contract for with a third party where such depreciation and amortization would otherwise have been included in the charge for such third party’s services, all as determined in accordance with standard real estate accounting practices, consistently applied, and when depreciation or amortization is permitted or required, the item shall be amortized over its reasonably anticipated useful life as reasonably determined by Landlord in the manner described in Section 4.4(l) above, together with interest on the unamortized costs at the Interest Rate;
(s)		any costs expressly excluded from Operating Expenses elsewhere in this Lease;

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

(t)		rent for any office space occupied by Project management personnel to the extent the size or rental rate of such office space exceeds the size or fair market rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable project;
(u)		Landlord’s general corporate overhead and general and administrative expenses, except for the property management fee and except as they relate to the specific management of the Project such as tax management services and project accounting fees;
(v)		costs arising from the gross negligence or willful misconduct of Landlord or Landlord’s agents, employees, contractors, invitees or licensees;
(w)		costs incurred to comply with applicable laws with respect to the cleanup, removal, investigation and/or remediation of any Hazardous Materials (as such term is defined in Section 6.4 below) in, on or under the Project and/or the Building to the extent such Hazardous Materials are: (1) in existence as of the Commencement Date and in violation of any applicable Environmental Law (as defined in Section 6.4 below) in effect as of the Commencement Date, and were of such a nature that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state and under the conditions that the same existed in the Building or on the Project, would have then required removal, remediation or other action with respect to such Hazardous Materials; or (2) introduced onto the Project and/or the Building after the Commencement Date by Landlord or any of Landlord’s agents, employees, contractors or other tenants in violation of applicable laws in effect at the date of introduction, and were of such a nature that a federal, state or municipal governmental or quasi-governmental authority, if it had then had knowledge of the presence of such Hazardous Materials, in the state and under the conditions that the same existed in the Building or on the Project, would have then required removal, remediation or other action with respect to such Hazardous Materials;
(x)		costs arising from Landlord’s charitable or political contributions; and
(y)		costs, expenses or liabilities incurred by Landlord in connection with its obligations under Section 6.5 of this Lease.

Landlord shall (i) not make a profit by charging items to Operating Expenses that are otherwise also charged separately to others and (ii) Landlord shall not collect Operating Expenses from Tenant and all other tenants/occupants in the Building in an amount in excess of what Landlord incurred for the items included in Operating Expenses.

4.5. Definition of Real Property Taxes and Assessments . Notwithstanding anything to the contrary in this Lease, all Real Property Taxes and Assessments shall be adjusted, during the Base Year and throughout the Lease Term, to reflect Tenant’s Base Year with the assumption that the Building 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:

(a)		any tax on Landlord’s “right” to rent or “right” to other income from the Premises or as against Landlord’s business of leasing the Premises;
(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” for the purposes of this Lease;
(c)		any assessment, tax, fee, levy or charge allocable to or measured by the area of the Premises or other premises in the Building or the rent payable by Tenant hereunder or other tenants of the Building, including, without limitation, any gross receipts tax or excise tax levied by state, city or federal government, or any political subdivision thereof, with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof but not on Landlord’s other operations;

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

(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
(e)		any assessment, tax, fee, levy or charge by any governmental agency related to any transportation plan, fund or system (including assessment districts) instituted within the geographic area of which the Building is a part.

Notwithstanding the foregoing, if, after the Commencement Date, Real Property Taxes and Assessments are reduced, then for purposes of all subsequent calendar years including the calendar year in which the reduction occurs, Landlord’s Contribution to Operating Expenses shall be proportionately reduced. Notwithstanding the foregoing provisions of this Section 4.5 above to the contrary, “ Real Property Taxes and Assessments ” shall not include Landlord’s federal or state income, franchise, inheritance or estate taxes.

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 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 one (1) time 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 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.

4.7. Actual Statement . By the first day of April of each succeeding calendar year during the Term of this Lease or as soon thereafter as reasonably possible, Landlord shall deliver to Tenant a statement (“ Actual Statement ”) of the actual Operating Expenses and Excess Expenses for the immediately preceding calendar year. If the Actual Statement reveals that Excess Expenses were over-stated or under-stated in any Estimate Statement (or revised Estimate Statement) previously delivered by Landlord pursuant to Section 4.6 above, then within thirty (30) days after delivery of the Actual Statement, Tenant shall pay to Landlord the amount of any such under-payment, or, Landlord shall credit Tenant against the next monthly rent falling due, the amount of such over-payment, as the case may be. Such obligation will be a continuing one which will survive the expiration or earlier termination of this Lease. Prior to the expiration or sooner termination of the Lease Term and Landlord’s acceptance of Tenant’s surrender of the Premises, Landlord will have the right to estimate the actual Operating Expenses for the then current calendar year and to collect from Tenant prior to Tenant’s surrender of the Premises, Tenant’s Percentage of any excess of such actual Operating Expenses over the estimated Operating Expenses paid by Tenant in such calendar year during the Term of this Lease.

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) days after receipt of such statement. Notwithstanding the foregoing to the contrary, Tenant shall not be responsible for Tenant’s Percentage of any Excess Expenses attributable to any calendar year which was first billed to Tenant more than eighteen (18) calendar months after the date (the “ Cutoff Date ”) which is the earlier of (i) the expiration of the applicable calendar year or (ii) the Lease expiration date, except that Tenant shall be responsible for Tenant’s Percentage of any Excess Expenses levied by any governmental authority or by any public utility company at any time following the applicable Cutoff Date which are attributable to any calendar year occurring prior to such Cutoff Date, so long as Landlord delivers to Tenant a bill and supplemental Statement for such amounts within forty-five (45) days following Landlord’s receipt of the applicable bill therefor.

4.9. Audit Rights . In the event Tenant disputes the amount of the Operating Expenses set forth in the Actual Statement for the particular calendar year delivered by Landlord to Tenant pursuant to Section 4.7 above, Tenant shall have the right, at Tenant’s cost, after reasonable notice to Landlord, to have Tenant’s authorized employees or agents inspect, at Landlord’s office during normal business hours, Landlord’s books, records and supporting documents concerning the Operating Expenses set forth in such Actual Statement; provided, however, Tenant shall have no right to conduct such inspection, have an audit performed by the Accountant as described below, or object to or otherwise dispute the amount of the Operating Expenses set forth in any such Actual Statement, unless Tenant notifies Landlord of such objection and dispute, completes such inspection, and has the Accountant commence and complete such audit within nine (9) months immediately following Landlord’s delivery of the particular Actual Statement in question (the “ Review Period ”); provided, further, that notwithstanding any such timely objection, dispute, inspection, and/or audit, and as a condition precedent to Tenant’s exercise of its right of objection,

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

dispute, inspection and/or audit as set forth in this Section 4.9, Tenant shall not be permitted to withhold payment of, and Tenant shall timely pay to Landlord, the full amounts as required by the provisions of this Section 4 in accordance with such Actual Statement. However, such payment may be made under protest pending the outcome of any audit which may be performed by the Accountant as described below. In connection with any such inspection by Tenant, Landlord and Tenant shall reasonably cooperate with each other so that such inspection can be performed pursuant to a mutually acceptable schedule, in an expeditious manner and without interference with Landlord’s operation and management of the Project. If after such inspection and/or request for documentation, Tenant still disputes the amount of the Operating Expenses set forth in the Actual Statement, Tenant shall have the right, within the Review Period, to cause an independent certified public accountant which is not paid on a contingency basis and which is mutually approved by Landlord and Tenant (the “ Accountant ”) to complete an audit of Landlord’s books and records pertaining to Operating Expenses to determine the proper amount of the Operating Expenses incurred and amounts payable by Tenant for the calendar year which is the subject of such Actual Statement. Such audit by the Accountant shall be final and binding upon Landlord and Tenant. If Landlord and Tenant cannot mutually agree as to the identity of the Accountant within thirty (30) days after Tenant notifies Landlord that Tenant desires an audit to be performed, then the Accountant shall be one of the “Big 4” accounting firms, which is not paid on a contingency basis and which is selected by Tenant and reasonably approved by Landlord. If such audit reveals that Landlord has over-charged Tenant, then within thirty (30) days after the results of such audit are made available to Landlord, Landlord shall reimburse to Tenant, within thirty (30) days, the amount of such over-charge. If the audit reveals that the Tenant was under-charged, then within thirty (30) days after the results of such audit are made available to Tenant, Tenant shall reimburse to Landlord the amount of such under-charge. Tenant agrees to pay the cost of such audit unless it is subsequently determined that Landlord’s original Actual Statement which was the subject of such audit was in error to Tenant’s disadvantage by five percent (5%) or more of the total Operating Expenses of the Actual Statement which was the subject of such audit, in which case Landlord shall pay the entire costs of the audit. The payment by Tenant of any amounts pursuant to this Section 4 shall not preclude Tenant from questioning the correctness of any Actual Statement provided by Landlord at any time during the Review Period, but the failure of Tenant to object thereto, conduct 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. 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 (except as reasonably necessary to enforce or protect Tenant’s rights under this Lease), 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.

5. Letter of Credit . Concurrently with Tenant’s execution and delivery of this Lease to Landlord, Tenant shall deliver to Landlord, as protection for Landlord to assure the full and faithful performance by Tenant of all of its obligations under this Lease and for all losses and damages Landlord may suffer as a result of any default (beyond the expiration of all applicable notice and cure periods) by Tenant under this Lease, an irrevocable and unconditional negotiable letter or letters of credit (collectively, the “ Letter of Credit ”), in the form attached hereto as Exhibit “G” and containing the terms required herein, running in favor of Landlord issued by Silicon Valley Bank, or such other bank that is reasonably acceptable to Landlord (“ Bank ”), and under the supervision of the Superintendent of Banks of the State of California, in the initial amount, in the aggregate, of One Million Dollars ($1,000,000.00) (“ Stated Amount ”); provided, however, that, such Stated Amount shall be increased by an amount equal to the amount of the Optional Allowance utilized by Tenant pursuant to the Work Letter Agreement (the “ Additional LC Amount ”); provided, however, that, except as hereinafter provided, commencing on the first (1 ^st ) anniversary of the Commencement Date and on each annual anniversary of the Commencement Date thereafter (each, an “ Adjustment Date ”), the Stated Amount (but not including the Additional LC Amount (which shall not be subject to reduction)) shall, subject to the terms hereof, be reduced, in the aggregate, as follows:

Adjustment Date		Stated Amount
Initial Amount		$1,000,000.00 (subject to increase as described above)
1 st Anniversary (13 th month)		$	800,000.00
2 nd Anniversary (25 th month)		$	530,041.42
3 rd Anniversary (37 th month)		$	353,360.94
4 th Anniversary (49 th month)		$	176,680.47
5 th Anniversary (61 st month)		$	0.00

     However, if (i) a default (beyond the expiration of all applicable notice and cure periods) by Tenant occurs under this Lease, or (ii) circumstances exist that would, with notice or lapse of time, or both, constitute a default by Tenant, and Tenant has failed to cure such default within the cure period

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

permitted by Section 23 or such lesser time as may remain before the relevant Adjustment Date as provided above, the Stated Amount shall not thereafter be reduced unless and until such default shall have been fully cured pursuant to the terms of this Lease, at which time the Stated Amount may be reduced as hereinabove described. The Letter of Credit shall be (i) “callable” at sight, irrevocable and unconditional, (ii) subject to the terms of this Section 5, maintained in effect, whether through renewal or extension, for the entire period from the date of execution of this Lease and continuing until the date (the “ LC Expiration Date ”) which is forty-five (45) days after the expiration of the initial Lease Term, and Tenant shall deliver a new Letter of Credit or certificate of renewal or extension to Landlord at least forty-five (45) days prior to the expiration of the Letter of Credit then held by Landlord, without any action whatsoever on the part of Landlord, (iii) subject to the International Standby Practices 1998, International Chamber of Commerce Publication No. 590, (iv) fully assignable by Landlord, and (v) permit partial draws. In addition to the foregoing, the form and terms of the Letter of Credit shall be acceptable to Landlord, in Landlord’s reasonable discretion, and shall provide, among other things, in effect that: (A) Landlord, or its then managing agent, shall have the right to draw down an amount up to the face amount of the Letter of Credit upon the presentation to the Bank of Landlord’s (or Landlord’s then managing agent’s) written statements that (1) such amount is due to Landlord under the terms and conditions of this Lease, (2) Tenant has filed a voluntary petition under the Federal Bankruptcy Code or (3) an involuntary petition has been filed against Tenant under the Federal Bankruptcy Code, it being understood that if Landlord or its managing agent is a limited liability company, corporation, partnership or other entity, then such statement shall be signed by an officer (if a corporation), a general partner (if a partnership), or any authorized party (if another entity); and (B) the Letter of Credit will be honored by the Bank without inquiry as to the accuracy thereof and regardless of whether the Tenant disputes the content of such statement.

5.1. Transfer of Letter of Credit . The Letter of Credit shall also provide that Landlord may, at any time and with notice to Tenant and without first obtaining Tenant’s consent thereto, transfer all or any portion of its interest in and to the Letter of Credit to another party, person or entity, regardless of whether or not such transfer is separate from or as a part of the assignment by Landlord of its rights and interests in and to this Lease. In the event of a transfer of Landlord’s interest in the Building, Landlord shall transfer the Letter of Credit, in whole or in part to the transferee and thereupon Landlord shall, without any further agreement between the parties, be released by Tenant from all liability therefor, and it is agreed that the provisions hereof shall apply to every transfer or assignment of the whole or any portion of said Letter of Credit to a new landlord. In connection with any such transfer of the Letter of Credit by Landlord, Tenant shall, at Landlord’s sole cost and expense, execute and submit to the Bank such applications, documents and instruments as may be necessary to effectuate such transfer and Landlord shall be responsible for paying the Bank’s transfer and processing fees in connection therewith.

5.2. Application of Letter of Credit . If, (i) as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Stated Amount, or (ii) the initial Stated Amount shall be increased by the Additional LC Amount, Tenant shall, within ten (10) days after Tenant’s receipt of notice from Landlord, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or equal to the Additional LC Amount, as applicable) and any such additional letter of credit shall comply with all of the provisions of this Section 5, and if Tenant fails to comply with the foregoing, the same shall constitute an uncurable default by Tenant. Tenant may satisfy its obligations pursuant to the preceding sentence by instead providing to Landlord a replacement Letter of Credit in the required amount. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof, and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance. Without limiting the generality of the foregoing, if any such Letter of Credit expires earlier than the LC Expiration Date, Landlord will accept a renewal thereof (such renewal letter of credit to be in effect and delivered to Landlord, as applicable, not later than thirty (30) days prior to the expiration of the Letter of Credit), which shall be irrevocable and automatically renewable as above provided through the LC Expiration Date upon the same terms as the expiring Letter of Credit or such other terms as may be acceptable to Landlord in its sole discretion. However, if any such Letter of Credit is not timely renewed, or if Tenant fails to maintain any such Letter of Credit in the amount and in accordance with the terms set forth in this Section 5, Landlord shall have the right to present the Letter of Credit to the Bank in accordance with the terms of this Section 5 and the proceeds of the Letter of Credit may be applied by Landlord against any Rent payable by Tenant under this Lease that is not paid when due and/or to pay for all losses and damages that Landlord has suffered or that Landlord reasonably and in good faith estimates that it will suffer as a result of any default (beyond the expiration of all applicable notice and cure periods) by Tenant under this Lease. Any unused proceeds shall constitute the property of Landlord and need not be segregated from Landlord’s other assets. Landlord agrees to pay to Tenant within thirty (30) days after the LC Expiration Date the amount of any proceeds of the Letter of Credit received by Landlord and not applied against any Rent payable by Tenant under this Lease that was not paid when due or used to pay for any losses and/or damages suffered by Landlord (or reasonably estimated by Landlord that it will suffer) as a result of any default (beyond the expiration of all applicable notice and cure periods) by Tenant under this Lease; provided, however, that if prior to the LC Expiration Date a voluntary petition is filed by Tenant, or an involuntary petition is filed against Tenant by any of Tenant’s creditors, under the Federal Bankruptcy Code, then Landlord shall not be obligated to make such payment in the amount of the unused Letter of Credit proceeds until either all preference issues relating to payments under this Lease have been resolved in such bankruptcy or reorganization case or such bankruptcy or reorganization case has been dismissed. Tenant hereby acknowledges and agrees that Landlord is entering into this Lease in material reliance upon the ability of Landlord to draw upon the Letter of Credit upon the occurrence of any default (beyond the expiration of all

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

applicable notice and cure periods) on the part of Tenant under this Lease. If there shall occur a default (beyond the expiration of all applicable notice and cure periods) under this Lease as set forth in Section 23 of this Lease, Landlord may, but without obligation to do so, draw upon the Letter of Credit in part or in whole, to cure any default (within the applicable cure period) of Tenant and/or to compensate Landlord for any and all damages of any kind or nature sustained or which Landlord reasonably and in good faith estimates that it will sustain resulting from Tenant’s default. Tenant agrees not to interfere in any way with payment to Landlord of the proceeds of the Letter of Credit, either prior to or following a “draw” by Landlord of any portion of the Letter of Credit, regardless of whether any dispute exists between Tenant and Landlord as to Landlord’s right to draw from the Letter of Credit. No condition or term of this Lease shall be deemed to render the Letter of Credit conditional to justify the issuer of the Letter of Credit in failing to honor a drawing upon such Letter of Credit in a timely manner. Tenant agrees and acknowledges that Tenant has no property interest whatsoever in the Letter of Credit or the proceeds thereof and that, in the event Tenant becomes a debtor under any chapter of the Federal Bankruptcy Code, neither Tenant, any trustee, nor Tenant’s bankruptcy estate shall have any right to restrict or limit Landlord’s claim and/or rights to the Letter of Credit and/or the proceeds thereof by application of Section 502(b)(6) of the Federal Bankruptcy Code. Landlord and Tenant acknowledge and agree that in no event or circumstance shall the Letter of Credit or any renewal thereof or any proceeds thereof be (i) deemed to be or treated as a “security deposit” within the meaning of California Civil Code Section 1950.7, (ii) subject to the terms of such Section 1950.7, or (iii) intended to serve as a “security deposit” within the meaning of such Section 1950.7. The parties hereto (A) recite that the Letter of Credit is not intended to serve as a security deposit and such Section 1950.7 and any and all other laws, rules and regulations applicable to security deposits in the commercial context (“ Security Deposit Laws ”) shall have no applicability or relevancy thereto and (B) waive any and all rights, duties and obligations either party may now or, in the future, will have relating to or arising from the Security Deposit Laws.

6. Use .

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 so long as the same are uniformly enforced by Landlord against all tenants, and so long as the same do not unreasonably interfere with Tenant’s use of the Premises in the manner contemplated herein and do not unreasonably expand Tenant’s obligations hereunder. 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 not cause a breach of any 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). Tenant shall not use, and shall use commercially reasonable efforts to prevent the Premises from being used (a) in violation of any recorded covenants, conditions and restrictions now or hereafter 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, and shall use commercially reasonable efforts to prevent activities that would 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; provided, however, that Tenant’s reserved parking privileges shall be located in the P3 Lower level of the subterranean parking facility. Landlord shall at all times have the right to reasonably establish and reasonably 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. Tenant shall have the right, upon Tenant’s written request to Landlord, to request additional parking privileges and if Landlord, in Landlord’s sole but good faith discretion, determines such additional parking privileges are available (based on existing and projected needs by Landlord), then Landlord and Tenant shall use good faith efforts to attempt to enter into an agreement regarding the terms and conditions of Tenant’s leasing of any such additional parking privileges. 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 so long as Landlord does not interfere with Tenant’s access to its parking stalls or reduce the number of Tenant’s parking stalls. Notwithstanding any provision herein to the contrary, Landlord shall not relocate Tenant’s

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

		reserved parking privileges outside of the Project nor reduce the actual number of Tenant’s reserved spaces without Tenant’s consent.
(b)		Parking Validation . In addition to such parking privileges for use by Tenant’s employees, Landlord shall permit access to the parking areas for Tenant’s visitors, subject to availability of spaces and payment (by validation charges or otherwise) of daily visitor parking charges therefor as may be established and adjusted by Landlord from time to time.
(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 visitor parking. Tenant’s parking privileges shall be used only for parking by vehicles no larger than normally sized passenger automobiles, SUVs 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.

6.3. Signs and Auctions .

(a)		Interior Signs . Tenant shall be entitled, at Landlord’s initial cost and expense, to (i) one (1) identification sign on or near the entry doors of the Premises, and (ii) for multi-tenant floors, one (1) identification or directional sign, as designated by Landlord, in the elevator lobby on the floor on which the Premises are located; provided, however, that any Landlord approved changes to such signage requested by Tenant after the initial installation of the signage shall be at Tenant’s sole cost and expense. Such signs shall be installed by a signage contractor designated by Landlord. The location, quality, design, style, lighting and size of such signs shall be consistent with the Landlord’s Building standard signage program and shall be subject to Landlord’s prior written approval, in its reasonable discretion. Upon the expiration or earlier termination of this Lease, Tenant shall be responsible, at its sole cost and expense, for the removal of such signage and the repair of all damage to the Building caused by such removal. Except for such identification signs, Tenant may not install any signs on the exterior or roof of the Building or the common areas of the Building or the Project. Any signs, window coverings, or blinds (even if the same are located behind the Landlord approved window coverings for the Building), or other items visible from the exterior of the Premises or Building are subject to the prior approval of Landlord, in its sole and absolute discretion. Tenant shall have no right to conduct any auction in, on or about the Premises, the Building or Site. Tenant shall, at Landlord’s initial cost and expense, be entitled to one (1) line on the Building directory to display Tenant’s name and suite number; provided, however, that any Landlord approved changes to such directory identification requested by Tenant after the initial installation of the directory identification shall be at Tenant’s sole cost and expense.
(b)		Exterior Signage . Subject to the approval of all applicable governmental and quasi-governmental entities, and subject to any covenants, conditions and restrictions and all applicable governmental and quasi-governmental laws, rules, regulations and codes, (i) Landlord grants Tenant the non-exclusive right to install Tenant’s name (“ Tenant’s Name Sign ”) on a wall monument or other monument to be constructed by Landlord on the face of the Building (or such other location selected by Landlord), and (ii) Landlord hereby grants Tenant the non-exclusive right to install one (1) exterior sign on the top of the Building (“ Tenant’s Top Sign ”). Tenant’s Name Sign and Tenant’s Top Sign may collectively be referred to herein as “ Tenant’s Exterior Signage .” The design, size, specifications, graphics, materials, manner of affixing, exact location, colors and lighting (if applicable) (the “ Signage Specifications ”) of Tenant’s Exterior Signage shall be (i) consistent with the quality and appearance of the Project, (ii) subject to the approval of all applicable governmental and quasi-governmental authorities, and subject to any covenants, conditions and restrictions and all applicable governmental and quasi-governmental laws, rules, regulations and codes, and (iii) subject to Landlord’s approval, such approval not to be unreasonably withheld or delayed; provided, however, that Tenant’s Exterior Signage may contain Tenant’s logo (“ Logo ”); provided, further however, such Logo will not be colored or illuminated and must be constructed using Building standard materials. Landlord hereby approves the font and name of Tenant’s Logo as set forth on Exhibit “I” attached hereto and made a part hereof; provided, however, all other specifications of the Logo shall be subject to Landlord’s reasonable approval. Landlord shall install Tenant’s Exterior Signage at Tenant’s sole cost and expense. In addition, Tenant shall be responsible for all other costs attributable to the fabrication, insurance, lighting (if applicable), maintenance, repair and removal of Tenant’s Exterior Signage. The signage rights granted to Tenant under this Section 6.3(b) are personal to the Original Tenant and any Affiliate Assignee and may not be exercised or used by or assigned to any other person or entity. In addition, Original Tenant (or any Affiliate Assignee, as the case may be) shall no longer have any right to Tenant’s Exterior Signage if at any time during the Term

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

the Original Tenant (or an Affiliate Assignee as the case may be) does not lease and occupy at least one (1) full floor of the Premises. Tenant must expressly exercise (in writing) Tenant’s Name Sign right within the first (1st) six (6) months of the initial Lease Term, or such signage right will be null and void and of no further force or effect. Upon the expiration or sooner termination of this Lease, or upon the earlier termination of Tenant’s signage rights under this Section 6.3(b), Landlord shall have the right to permanently remove Tenant’s Exterior Signage and to repair all damage to the Building resulting from such removal and restore the affected area to its original condition existing prior to the installation of such Tenant’s Exterior Signage, and Tenant shall reimburse Landlord for the costs thereof.

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 Tenant’s use of the Premises and (ii) be and remain in compliance in all material 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 Tenant’s use of the Premises. As used in this Lease, the term “ Environmental Law ” means any past, present or future federal, state, local, 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 (used by Tenant in strict compliance with all applicable Environmental Laws), 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, 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; provided, however, Landlord shall use commercially reasonable efforts to minimize the disruption caused to Tenant’s business. Tenant will, upon the request of Landlord or any mortgagee at any time during which Tenant is in default of this Section 6.4 (beyond the expiration of all applicable notice and cure periods), cause to be performed an environmental audit of the Premises at Tenant’s expense by an established environmental consulting firm reasonably acceptable to Tenant, 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 Law, 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.

6.5. Landlord’s Indemnification for Certain Environmental Problems . The following Hazardous Materials are collectively referred to in this Lease as “ Landlord Hazardous Materials ”: (A) Hazardous Materials existing in the Project as of the Commencement Date, or (B) Hazardous Materials introduced into the Project subsequent to the Commencement Date, where the same was not caused by Tenant or any of Tenant’s Parties. To the fullest extent permitted by law, Landlord shall defend, reimburse, and hold Tenant and Tenant’s members, partners, officers, directors, shareholders, employees, agents, successors and assigns (collectively, “ Tenant Indemnified Parties ”) harmless from and against any and all claims, damages, judgments, suits, causes of action, losses, liabilities, penalties, fines, expenses and

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

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 Landlord Hazardous Materials on, in, under or about the Premises, the Building or any other portion of the Project including, without limitation, the costs of remediation of Landlord Hazardous Materials. For purposes hereof, “ costs of remediation ” shall mean the costs associated with the investigation, assessment, testing, monitoring, containment, removal, remediation, response, cleanup and/or abatement of any release or threatened release of any such Landlord Hazardous Materials described in the immediately preceding sentence as is necessary to comply with any applicable Environmental Laws including reasonable attorney’s fees and/or expert costs. The phrase “ release or threatened release ” shall mean, for the purposes of this definition, the spill, emission, leaking, pumping, injection, deposit, disposal, discharge, dispersal, leaching or migration of any such Landlord Hazardous Materials into the indoor or outdoor environment or into or out of any portion of the Project. The provisions of this Section 6.5 will survive the expiration or earlier termination of this Lease.

7. Payments and Notices . All rent and other sums payable by Tenant to Landlord hereunder shall be paid to Landlord at the first address designated in Section 1.1 of the Summary, or to such other persons and/or at such other places as Landlord may hereafter designate in writing. Any notice required or permitted to be given hereunder must be in writing and may be given by personal delivery (including delivery by nationally recognized overnight courier or express mailing service), facsimile transmission sent by a machine capable of confirming transmission receipt, with a hard copy of such notice delivered no later than one (1) business day after facsimile transmission by another method specified in this Section 7, or by registered or certified mail, postage prepaid, return receipt requested, addressed to Tenant at the address(es) designated in Section 1.2 of the Summary, or to Landlord at the address designated in Section 1.1 of the Summary. Either party may, by prior written notice to the other, specify a different address for notice purposes. Notice given in the foregoing manner shall be deemed given (i) upon confirmed transmission if sent by facsimile transmission, provided such transmission is prior to 5:00 p.m. on a business day (if such transmission is after 5:00 p.m. on a business day or is on a non-business day, such notice will be deemed given on the following business day), (ii) when actually received or refused by the party to whom sent if delivered by a carrier or personally served or (iii) if mailed, on the day of actual delivery or refusal as shown by the certified mail return receipt or the expiration of three (3) business days after the day of mailing, whichever first occurs. For purposes of this Section 7, a “ business day ” is Monday through Friday, excluding holidays observed by the United States Postal Service.

8. Brokers . Landlord has entered into an agreement with the real estate broker specified in Section 1.13 of the Summary as representing Landlord (“ Landlord’s Broker ”), and Landlord shall pay any commissions or fees that are payable to Landlord’s Broker with respect to this Lease in accordance with the provisions of a separate commission contract. Landlord shall have no further or separate obligation for payment of commissions or fees to any other real estate broker, finder or intermediary. Tenant represents that it has not had any dealings with any real estate broker, finder or intermediary with respect to this Lease, other than Landlord’s Broker and the broker specified in Section 1.13 of the Summary as representing Tenant (“ Tenant’s Broker ”). Each party represents and warrants to the other, that, to its knowledge, no other broker, agent or finder (a) negotiated or was instrumental in negotiating or consummating this Lease on its behalf, and (b) is or might be entitled to a commission or compensation in connection with this Lease. Tenant shall indemnify, defend (by counsel reasonably 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 any breach by Tenant of the foregoing representation, including, without limitation, any claims that may be asserted against Landlord by any broker, agent or finder undisclosed by Tenant herein. Landlord shall indemnify, defend (by counsel reasonably approved in writing by Tenant) and hold Tenant 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 any breach by Landlord of the foregoing representation, including, without limitation, any claims that may be asserted against Tenant by any broker, agent or finder undisclosed by Landlord herein. The foregoing indemnities shall survive the expiration or earlier termination of this Lease.

9. Surrender; Holding Over .

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 and damage by casualty or condemnation 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.

TORREY PINES COURT, LA JOLLA
[Orexigen Therapeutics, Inc.]

9.2. Hold Over . If Tenant holds over after the expiration or earlier termination of the Lease Term 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 9.2 for any portion of a month it holds over and remains in possession of the Premises pursuant to this Section 9.2.

9.3. No Effect on Landlord’s Rights . The foregoing provisions of this Section 9 are in addition to, and do not affect, Landlord’s right of re-entry or any other rights of Landlord hereunder or otherwise provided by law or equity.

10. Taxes on Tenant’s Property . Tenant shall be liable for, and shall pay before delinquency, all taxes and assessments (real and personal) levied against (a) any personal property or trade fixtures placed by Tenant in or about the Premises (including any increase in the assessed value of the Premises based upon the value of any such personal property or trade fixtures); and (b) any Tenant Improvements or alterations in the Premises (whether installed and/or paid for by Landlord or Tenant) to the extent such items are assessed at a valuation higher than the valuation at which tenant improvements conforming to the Building’s standard tenant improvements are assessed. If any such taxes or assessments are levied against Landlord or Landlord’s property, Landlord may, after written notice to Tenant, pay such taxes and assessments, and Tenant shall reimburse Landlord therefor within thirty (30) days after demand by Landlord.

11. Condition of Premises; Repairs .

11.1. Condition of Premises . Except as specifically set forth in this Lease (including the Work Letter Agreement), after Landlord substantially completes the Tenant Improvements, Tenant agrees to accept the Premises in its “as-is” condition as of the date thereof except for punch list items and provided that (as provided below) all of the Building systems are in good working order and comply with all applicable codes. 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 Premises (including the Tenant Improvements therein) and the Common Areas attaching to the Premises were at such time complete and in good, sanitary and satisfactory condition other than for punch list items and without any obligation on Landlord’s part to make any alterations, upgrades or improvements thereto except for punch list items and as expressly set forth in this Lease (including the Work Letter Agreement); provided, however, in the event that, as of the Commencement Date, the Common Areas, the Base, Shell and Core (as defined in Section 1 of Exhibit “C” ) (including the base building HVAC, plumbing, electrical, elevator and mechanical systems serving the Premises) and Tenant Improvements, in its condition existing as of such date with regard to the Tenant Improvements (but only with respect to a general office use of space), alterations or other and Tenant’s use of the Premises for general office purposes, and based solely on an unoccupied basis, (A) does not comply with applicable laws in effect as of the Commencement Date (including the Americans with Disabilities Act) (the “ ADA ”), or (B) contains latent defects (not caused by Tenant’s acts or omissions), then Landlord shall be responsible, at Landlord’s sole cost and expense which shall not be included in Operating Expenses (except as otherwise permitted in (and not excluded in) Section 4 hereof) nor deducted from the Tenant Improvement Allowance, for correcting any such non-compliance to the extent and as and when required by applicable laws, and/or correcting any such latent defects as soon as reasonably possible after receiving notice thereof from Tenant or otherwise becoming aware of same. In addition, any code compliance or ADA modifications that are required inside or outside of the Premises (exclusive of the Tenant Improvements) (backflow device, egress lighting, etc.) during Landlord’s construction of the Tenant Improvements shall be at the Landlord’s sole cost and expense and not deducted from the Tenant Improvement Allowance nor shall it be included in Operating Expenses. Nothing in this Section 11.1 shall have the effect of limiting Landlord’s obligations under Section 11.2 below or under the Work Letter Agreement.

11.2. Landlord’s Repair Obligations . Subject to Section 18.1 and 18.2 of this Lease, Landlord shall, as part of the Operating Expenses, repair, maintain and replace, as necessary (a) the Building shell and other structural portions of the Building (including the roof and foundations), (b) the basic heating, ventilating, air conditioning (“ HVAC ”), sprinkler and electrical systems within the Building core and standard conduits, connections and distribution systems thereof within the Premises (but not any above standard improvements installed in the Premises such as, for example, but by way of limitation, custom lighting, special or supplementary HVAC or plumbing systems or distribution extensions, special or supplemental electrical panels or distribution systems, or kitchen or restroom facilities and appliances to the extent such facilities and appliances are intended for the exclusive use of Tenant), and (c) the Common Areas; provided, however, to the extent such maintenance, repairs or replacements are required as a result of any act, neglect, fault or omission of Tenant or any of Tenant’s agents, employees, contractors, licensees or invitees, Tenant shall pay to Landlord, as additional rent, the costs of such maintenance, repairs and replacements. Subject to Section 16.6 below, there shall be no abatement of rent and no liability of Landlord by reason of any injury to or interference with Tenant’s business arising

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[Orexigen Therapeutics, Inc.]

from the making of any repairs, alterations or improvements in or to any portion of the Project, Building or the Premises or in or to fixtures, appurtenances and equipment therein. 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).

11.3. Tenant’s Repair Obligations . Except for Landlord’s obligations specifically set forth in Sections 11.2, 16.1, 18.1 and 19.2 hereof, Tenant shall at all times and at Tenant’s sole cost and expense, keep, maintain, clean, repair, preserve and replace, as necessary other than for reasonable wear and tear and damage by casualty and condemnation, the Premises and all parts thereof including, without limitation, all Tenant Improvements, Tenant Changes, utility meters, all special or supplemental HVAC systems, electrical systems, pipes and conduits, located within the Premises, all fixtures, furniture and equipment, Tenant’s storefront (if any), Tenant’s signs, locks, closing devices, security devices, windows, window sashes, casements and frames, floors and floor coverings, shelving, kitchen and/or restroom facilities and appliances located within the Premises to the extent such facilities and appliances are intended for the exclusive use of Tenant, custom lighting, and any alterations, additions and other property located within the Premises in first-class condition and repair, reasonable wear and tear excepted. Tenant shall replace, at its expense, any and all plate and other glass in and about the Premises which is damaged or broken from any cause whatsoever except due to the gross negligence or willful misconduct of Landlord, its agents or employees and not covered by insurance maintained, or required to be maintained, by Tenant hereunder. Such maintenance and repairs shall be performed with due diligence, lien-free and in a first-class and workmanlike manner, by licensed contractor(s) which are selected by Tenant and approved by Landlord, which approval Landlord shall not unreasonably withhold or delay. Except as otherwise expressly provided in this Lease, Landlord shall have no obligation to alter, remodel, improve, repair, renovate, redecorate or paint all or any part of the Premises.

12. Alterations .

12.1. Tenant Changes; Conditions . Tenant may, at its sole cost and expense, make alterations, additions, improvements and decorations to the Premises (collectively, “ Tenant Changes ”) subject to and upon the following terms and conditions:

(a)		Notwithstanding any provision in this Section 12 to the contrary, without the written consent of Landlord (which may be withheld in Landlord’s sole and absolute (but good faith) discretion), Tenant is not permitted to make any alterations, additions, improvements or decorations which: (i) affect any area outside the Premises; (ii) affect the Building’s structure or the mechanical, HVAC, electrical, plumbing, sprinkler or life safety systems of the Premises, Building and/or the Project (collectively, the “ Systems ”), equipment, services or systems, or the proper functioning thereof, or Landlord’s access thereto; (iii) affect the outside appearance, character or use of the Project, the Building or the Common Areas; (iv) weaken or impair the structural strength of the Building; or (v) will violate or require a change in any occupancy certificate applicable to the Premises.
(b)		Before proceeding with any Tenant Change which is not otherwise prohibited in Section 12.1(a) above, Tenant must first obtain Landlord’s written approval thereof (including approval of all plans, specifications and working drawings for such Tenant Change), which approval shall not be unreasonably withheld. If Landlord does not respond to Tenant’s request for approval within ten (10) days of receiving such request and if such failure continues for an additional three (3) days after Tenant’s second (2 nd ) request to Landlord, then such lack of response shall conclusively be deemed approval by Landlord of such Tenant Change. However, Landlord’s prior approval shall not be required for any Tenant Change which satisfies the following conditions (hereinafter a “ Pre-Approved Change ”): (i) the costs of such Tenant Change does not exceed Twenty-Five Thousand Dollars ($25,000.00) individually; (ii) the costs of such Tenant Change when aggregated with the costs of all other Tenant Changes made by Tenant during the Term of this Lease do not exceed Fifty Thousand Dollars ($50,000.00); (iii) Tenant delivers to Landlord final plans, specifications and working drawings for such Tenant Change at least ten (10) days prior to commencement of the work thereof; (iv) the Tenant Change is not prohibited in Section 12.1(a) above; (v) the Tenant Change does not require a building permit, and (vi) Tenant and such Tenant Change otherwise satisfy all other conditions set forth in this Section 12.1.
(c)		After Landlord has approved the Tenant Changes and the plans, specifications and working drawings therefor (or is deemed to have approved the Pre-Approved Changes as set forth in Section 12.1(b) above), Tenant shall: (i) enter into an agreement for the performance of such Tenant Changes with such contractors and subcontractors selected by Tenant and approved by Landlord, which approval shall not be unreasonably withheld; and (ii) before proceeding with any Tenant Change (including any Pre-Approved Change), provide Landlord with ten (10) days’ prior written notice thereof. In addition, before proceeding with any Tenant Change, Tenant’s contractors shall obtain, on behalf of Tenant and at Tenant’s sole cost and expense: (A) all necessary governmental permits and approvals for the commencement and completion of such Tenant Change; and (B) a completion and lien indemnity bond, or other surety, satisfactory to Landlord for such Tenant Change but only if such Tenant Change is anticipated to cost in excess of One Hundred Thousand Dollars ($100,000.00). Landlord’s approval of any contractor(s) and subcontractor(s) of Tenant shall not release Tenant or any such contractor(s) and/or

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[Orexigen Therapeutics, Inc.]

		subcontractor(s) from any liability for any conduct or acts of such contractor(s) and/or subcontractor(s).
(d)		Tenant shall pay to Landlord, as additional rent, the reasonable costs of Landlord’s engineers and other consultants for review of all plans, specifications and working drawings for the Tenant Changes, within ten (10) business days after Tenant’s receipt of invoices either from Landlord or such consultants together with (in any event) an administrative charge of five percent (5%) of the actual hard material costs of such work. In addition to such costs, Tenant shall pay to Landlord, within ten (10) days after completion of any Tenant Change and upon receipt of reasonable documentation reflecting the costs incurred, the actual, reasonable costs incurred by Landlord for services rendered by Landlord’s engineers to coordinate and/or supervise any of the Tenant Changes to the extent such services are provided in excess of or after the normal on-site hours of such engineers and management personnel.
(e)		All Tenant Changes shall be performed: (i) in accordance with the approved plans, specifications and working drawings; (ii) lien-free and in a first-class workmanlike manner; (iii) in compliance with all laws, rules, regulations of all governmental agencies and authorities including, without limitation, the provisions of Title III of the Americans with Disabilities Act of 1990; (iv) in such a manner so as not to interfere with the occupancy of any other tenant in the Project or Building, nor impose any additional expense upon nor delay Landlord in the maintenance and operation of the Project or Building; and (v) at such times, in such manner and subject to such rules and regulations as Landlord may from time to time reasonably designate.
(f)		Throughout the performance of the Tenant Changes, Tenant shall obtain, or cause its contractors to obtain, workers compensation insurance and general liability insurance in compliance with the provisions of Section 20 of this Lease.

12.2. Removal of Tenant Changes and Tenant Improvements . All Tenant Changes and the initial Tenant Improvements in the Premises (whether installed or paid for by Landlord or Tenant), shall become the property of Landlord and shall remain upon and be surrendered with the Premises at the end of the Term of this Lease; provided, however, Landlord shall, by written notice delivered to Tenant at any time Landlord approves such Tenant Changes or Tenant Improvements (or, with respect to any Tenant Changes not requiring Landlord’s consent, at any time prior to the expiration of the Lease Term (or immediately upon any sooner termination of this Lease)) identify in writing those items of the Tenant Improvements and Tenant Changes which Landlord shall require Tenant to remove at the end of the Term of this Lease. If Landlord requires Tenant to remove any such items as described above, Tenant shall, at its sole cost, remove the identified items on or before the expiration or sooner termination of this Lease and repair any damage to the Premises caused by such removal (or, at Landlord’s option, shall pay to Landlord all of Landlord’s costs of such removal and repair). Notwithstanding anything above to the contrary, in no event will Tenant be required to remove the improvements depicted on that certain space plan attached hereto as Exhibit “J” dated November 28, 2007 prepared by Augustine Design Group (collectively, “ Final Space Plan ”) to the extent (i) such improvements (as depicted in such Final Space Plan) are ultimately installed in the Premises pursuant to Exhibit “C” and (ii) Landlord has approved the finishes that are non-Building standard finishes. Notwithstanding the foregoing, Landlord hereby approves the installation of cherry finished doors with a glass insert instead of Building standard mahogany doors so long as such cherry finished doors match the cherry finish used in the wood wall panels and wood ceiling tiles in the main lobby of the second (2 ^nd ) floor of the Building, and Tenant shall have no obligation to remove any such cherry finished doors to the extent such doors are ultimately installed in the Premises pursuant to Exhibit “C”.

12.3. Removal of Personal Property . All articles of personal property owned by Tenant or installed by Tenant at its expense in the Premises (including business and trade fixtures, furniture, teleconferencing or video conferencing equipment and moveable partitions) shall be, and remain, the property of Tenant, and shall be removed by Tenant from the Premises, at Tenant’s sole cost and expense, on or before the expiration or sooner termination of this Lease. Tenant shall promptly repair any damage to Premises, Building and/or the Project caused by such removal.

12.4. Tenant’s Failure to Remove . If Tenant fails to remove by the expiration or sooner termination of this Lease all of its personal property, or any items of Tenant Improvements or Tenant Changes identified by Landlord for removal pursuant to Section 12.2 above, or if Tenant fails to comply with its obligations under Section 12.3 above, Landlord may, at its option, treat such failure as a hold over pursuant to Section 9.3 above, and/or may (without liability to Tenant for loss thereof, at Tenant’s sole cost and in addition to Landlord’s other rights and remedies under this Lease, at law or in equity): (a) remove and store such items in accordance with applicable law; and/or (b) upon ten (10) days’ prior notice to Tenant, sell all or any such items at private or public sale for such price as Landlord may obtain as permitted under applicable law. Landlord shall apply the proceeds of any such sale to any amounts due to Landlord under this Lease from Tenant (including Landlord’s attorneys’ fees and other costs incurred in the removal, storage and/or sale of such items), with any remainder to be paid to Tenant.

13. Liens . Tenant shall not permit any mechanic’s, materialmen’s or other liens to be filed against all or any part of the Project, the Site, the Building or the Premises, nor against Tenant’s leasehold interest in the Premises, by reason of or in connection with any repairs, alterations, improvements or other work contracted for or undertaken by Tenant or any other act or omission of Tenant or any Tenant Parties. Tenant shall, at Landlord’s request, after completion of the work and payment for all amounts due

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[Orexigen Therapeutics, Inc.]

therefore, provide Landlord with enforceable, unconditional and final lien releases (and other evidence reasonably requested by Landlord to demonstrate protection from liens) from all persons furnishing labor and/or materials with respect to the Premises. Landlord shall have the right at all reasonable times to post on the Premises and record any notices of non-responsibility which it deems necessary for protection from such liens. If any such liens are filed, Tenant shall, at its sole cost, immediately cause such lien to be released of record or bonded to Landlord’s reasonable satisfaction so that it no longer affects title to the Project, the Site, the Building or the Premises. If Tenant fails to cause such lien to be so released or bonded within twenty (20) days after filing thereof, Landlord may, without waiving its rights and remedies based on such breach, and without releasing Tenant from any of its obligations, cause such lien to be released by any means it shall deem proper, including payment in satisfaction of the claim giving rise to such lien. Tenant shall pay to Landlord within five (5) days after receipt of invoice from Landlord, any sum paid by Landlord to remove such liens, together with interest at the Interest Rate from the date of such payment by Landlord. NOTICE IS HEREBY GIVEN THAT LANDLORD SHALL NOT BE LIABLE FOR ANY LABOR, SERVICES OR MATERIALS FURNISHED OR TO BE FURNISHED TO TENANT, OR TO ANYONE HOLDING THE PREMISES THROUGH OR UNDER TENANT, AND THAT NO MECHANICS’ OR OTHER LIENS FOR ANY SUCH LABOR, SERVICES OR MATERIALS SHALL ATTACH TO OR AFFECT THE INTEREST OF LANDLORD IN THE PREMISES.

14. Assignment and Subletting .

14.1. Restriction on Transfer . Tenant shall not, without the prior written consent of Landlord, which consent Landlord will not unreasonably withhold, assign this Lease or any interest herein or sublet the Premises or any part thereof, or permit the use or occupancy of the Premises by any party other than Tenant (any such assignment, encumbrance, sublease, license or the like shall sometimes be referred to as a “ Transfer ”). Subject to Section 14.8 below, for purposes of this Lease, the term “Transfer” shall also include (i) if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of twenty-five percent or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and (ii) if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), (A) the dissolution, merger, consolidation or other reorganization of Tenant, (B) the sale or other transfer of more than an aggregate of fifty percent (50%) of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or (C) the sale, mortgage, hypothecation or pledge of more than an aggregate of fifty percent (50%) of the value of the unencumbered assets of Tenant within a twelve (12) month period. In no event may Tenant encumber this Lease. Any Transfer without Landlord’s consent shall constitute a default by Tenant under this Lease, and in addition to all of Landlord’s other remedies at law, in equity or under this Lease, such Transfer shall be voidable at Landlord’s election.

14.2. Administrative and Attorneys’ Fees . If Tenant effects a Transfer or requests the consent of Landlord to any Transfer, then Tenant shall, upon demand, pay Landlord a non-refundable administrative fee of Five Hundred Dollars ($500.00), plus any reasonable attorneys’ and paralegal fees and costs incurred by Landlord in connection with such Transfer or request for consent (whether attributable to Landlord’s in-house attorneys or paralegals or otherwise). Acceptance of the Five Hundred Dollar ($500.00) administrative fee and/or reimbursement of Landlord’s attorneys’ and paralegal fees shall in no event obligate Landlord to consent to any proposed Transfer.

14.3. Landlord’s Options . If at any time or from time to time during the Term Tenant desires to effect a Transfer, Tenant shall deliver to Landlord, at least thirty (30) days prior to the date Tenant desires the Transfer to be effective (“ Transfer Date ”), written notice (“ Transfer Notice ”) setting forth the Transfer Date, the terms and provisions of the proposed Transfer, the identity of the proposed assignee, sublessee or other transferee (sometimes referred to hereinafter as a “ Transferee ”), and any ownership or commercial relationship between Tenant and the proposed Transferee. Tenant shall also deliver to Landlord with the Transfer Notice, a current financial statement and financial statements for the preceding two (2) years of the Transferee (if available), and such other information concerning the business background and financial condition of the proposed Transferee (including references) as Landlord