OFFICE LEASE AGREEMENT

Exhibit 10.8

SHORELINE TECHNOLOGY PARK
MOUNTAIN VIEW, CALIFORNIA

OFFICE LEASE AGREEMENT

BETWEEN

EOP-SHORELINE TECHNOLOGY PARK, L.L.C., a Delaware limited liability company
(“LANDLORD”)

AND

PERLEGEN SCIENCES, INC., a Delaware corporation
(“TENANT”)

TABLE OF CONTENTS

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OFFICE LEASE AGREEMENT

      THIS OFFICE LEASE AGREEMENT (the “Lease”) is made and entered into as of the 26th day of September, 2001, by and between EOP-SHORELINE TECHNOLOGY PARK, L.L.C. , a Delaware limited liability company (“Landlord”) and PERLEGEN SCIENCES, INC., a Delaware corporation (“Tenant”).

      I. Basic Lease Information .

          A. “Building” shall mean the building in Mountain View, California located at 2021 Stierlin Court.

          B. “Rentable Square Footage of the Building” shall be deemed to be 58,176 square feet.

          C. “Premises” shall mean the area shown on Exhibit A-1 to this Lease. The “Rentable Square Footage of the Premises” is deemed to be the Rentable Square Footage of the Building. Landlord and Tenant stipulate and agree that the Rentable Square Footage of the Building and the Rentable Square Footage of the Premises are correct and shall not be remeasured.

          D. “Base Rent”:

     Landlord and Tenant acknowledge that the schedule of Base Rent described above is based on the assumption that the Term (as hereinafter defined) will commence on October 16, 2001. If the Term does not commence on October 16, 2001, the beginning and ending dates set forth in the above schedule with respect to the payment of any installment(s) of Base Rent shall be appropriately adjusted on a per diem basis and set forth in the Commencement Letter to be prepared by Landlord.

In the event that the Base Rent rate adjusts (up or down) on any day other than the first day of the month, Base Rent for the month on which such adjustment occurs shall be determined based on the number of days in such month for which each particular Base Rent rate is applicable.

          E. “Tenant’s Pro Rata Share”: 100% .

          F. “Term”: A period of 120 months and 16 days. The Term shall commence on October 16, 2001 (the “Commencement Date”), and unless terminated early in accordance with this Lease, shall end on October 31, 2011 (the “Termination Date”). Landlord and Tenant acknowledge that as of the date of this Lease, it is currently anticipated that the Commencement Date shall be October 16, 2001. In the event the Commencement Date is not October 16, 2001, Landlord and Tenant shall enter into a commencement letter in the form attached as Exhibit C .

          G. Tenant allowance(s): None .

          H. “Security Deposit”: $1,600,000.00 . The Security Deposit shall be in the form of an irrevocable letter of credit (the “Letter of Credit”), as more fully described in Article VI of this Lease.

          I. “Guarantor(s)”: None.

          J. “Broker(s)”: Cresa Partners.

          K. “Permitted Use”: Office, research and development, manufacturing, storage and other legal uses as permitted by local zoning laws applicable to the Premises and otherwise permitted by the Governing Documents (as that term is defined in Article XXXI.M. below).

          L. “Notice Addresses”:

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

          N. INTENTIONALLY OMITTED.

          O. “Law(s)” means all applicable statutes, codes, ordinances, orders, rules and regulations of any municipal or governmental entity.

          P. “Property” means the Building and the parcel(s) of land underneath and directly surrounding the Building. At Landlord’s option, the definition of “Property” may subsequently be expanded to include the Building’s parking areas and other improvements directly serving the Building, if any, and the parcel(s) of land on which they are located; provided such additional areas will not then be included as part of the “Common Areas” for purposes of determining Tenant’s obligations with respect to the payment of Expenses and Taxes as provided in Article IV below.

          Q. “Project” shall mean the development located on approximately 51.83 acres commonly described as Shoreline Technology Park, which includes the Building and the Property, as well as the other buildings and property as outlined on Exhibit A-2 attached hereto and incorporated herein.

          R. “Rentable Square Footage of the Project” is deemed to be 726,508 rentable square feet.

          S. “Allocable Share of the Building” means 8.008% .

      II. Lease Grant .

     Landlord leases the Premises to Tenant and Tenant leases the Premises from Landlord, together with the right in common with others to use any portions of the Project that are designated by Landlord for the common use of tenants and others, such as sidewalks, unreserved parking areas, artificial lakes, walkways, water amenities, landscaping, plaza, roads, driveways and recreation areas (collectively, the “Common Areas”), including, but not limited to, that certain recreational area which is maintained by Landlord in the location and configuration shown on Exhibit A-3 attached hereto. Notwithstanding the foregoing to the contrary, Tenant’s right to use the Recreational Area shall be subject to the right of the City of Mountain View (“City”) to require that a portion of the Recreational Area be paved and used for parking purposes at a time to be determined at the discretion of the City. The area to be used for parking purposes is indicated as “Potential Parking Area” on Exhibit A-3 . If the City requires the parking, Tenant shall have the non-exclusive right to use the parking spaces created thereby.

      III. Possession .

          A. INTENTIONALLY OMITTED

          B. Subject to Landlord’s obligations under Section IX.B. and Landlord’s obligation to deliver the Premises to Tenant in broom clean condition, the Premises are accepted by Tenant in “as is” condition and configuration. Tenant acknowledges and agrees that the Premises may be tendered to the Tenant with certain property (the “Abandoned Property”) of the Prior Tenant (as defined in Exhibit D ) remaining in the Premises at the time possession of the Premises is delivered to Tenant. Landlord makes no representations or warranties regarding Tenant’s right to use the Abandoned Property or its fitness for any particular purpose. By taking possession of the Premises, Tenant agrees that the Premises are in good order and satisfactory condition, and that there are no representations or warranties by Landlord regarding the condition of the Premises or the Building. Notwithstanding anything to the contrary contained in the Lease, Landlord shall not be obligated to tender possession of any portion of the Premises or other space leased by Tenant from time to time hereunder that, on the date possession is to be delivered, such space is occupied by a tenant or other occupant or that is subject to the rights of any other tenant or occupant, nor shall Landlord have any other obligations to Tenant under this Lease with respect to such space until the date Landlord: (1) recaptures such space from such existing tenant or occupant; and (2) regains the

legal right to possession thereof. This Lease shall not be affected by any such failure to deliver possession and Tenant shall have no claim for damages against Landlord as a result thereof, all of which are hereby waived and released by Tenant. If Landlord is delayed delivering possession of any portion of the Premises or any other space due to the holdover or unlawful possession of such space by any party, Landlord shall use reasonable efforts to obtain possession of the space. In such event, the Commencement Date shall be postponed until the date Landlord delivers possession of the Premises to Tenant free from occupancy by any party, and the Termination Date shall be postponed by an equal number of days.

     Notwithstanding the foregoing, if the Commencement Date has not occurred on or before the Required Commencement Date (defined below), Tenant, as its sole remedy, may terminate this Lease by giving Landlord written notice of termination on or before the earlier to occur of: (i) 5 Business Days after the Required Commencement Date; and (ii) the Commencement Date. In such event, this Lease shall be deemed null and void and of no further force and effect and Landlord shall promptly refund any prepaid rent and Security Deposit previously advanced by Tenant under this Lease and the parties hereto shall have no further responsibilities or obligations to each other with respect to this Lease. The “Required Commencement Date” shall mean the date which is 60 days after the later of October 16, 2001, the date this Lease is properly executed and delivered by Tenant, the date all prepaid rental, Security Deposits and Guaranties required under this Lease are delivered to Landlord, and, if applicable, the date all contingencies, if any, specified in this Lease have been satisfied or waived in writing by Landlord. Landlord and Tenant acknowledge and agree that the Required Commencement Date shall be postponed by the number of days the Commencement Date is delayed due to events of Force Majeure. Notwithstanding anything herein to the contrary, if Landlord determines in good faith that it will be unable to cause the Commencement Date to occur by the Required Commencement Date, Landlord shall have the right to provide Tenant with written notice (the “Commencement Date Extension Notice”) of such inability, which Commencement Date Extension Notice shall set forth the date on which Landlord reasonably believes that the Commencement Date will occur. Upon receipt of the Commencement Date Extension Notice, Tenant shall have the right to terminate this Lease by providing written notice of termination to Landlord within 5 Business Days after the date of the Commencement Date Extension Notice. If Tenant does not terminate this Lease within such 5 Business Day period, the Required Commencement Date automatically shall be amended to be the date set forth in Landlord’s Commencement Date Extension Notice.

          C. To the extent reasonably practical, Landlord shall permit Tenant to take possession of the Premises prior to the Commencement Date for the sole purpose of performing Landlord-approved improvements therein or installing furniture, equipment or other personal property of Tenant. Such early possession shall be subject to all of the terms and conditions of the Lease, except that other than the cost of services requested by Tenant (if any), Tenant shall not be required to pay Rent (defined in Section IV.A.) to Landlord with respect to the period of time prior to the Commencement Date during which Tenant performs such work.

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      IV. Rent .

          A. Payments . As consideration for this Lease, Tenant shall pay Landlord, without any setoff or deduction, the total amount of Base Rent and Additional Rent due for the Term. “Additional Rent” means all sums (exclusive of Base Rent) that Tenant is required to pay Landlord hereunder. Additional Rent and Base Rent are sometimes collectively referred to as “Rent”. Base Rent and recurring monthly charges of Additional Rent shall be due and payable in advance on the first day of each calendar month without notice or demand, provided that the installment of Base Rent for the first full calendar month of the Term shall be payable upon the execution of this Lease by Tenant. All other items of Rent shall be due and payable by Tenant on or before 30 days after billing by Landlord. All payments of Rent shall be by good and sufficient check or by other means (such as automatic debit or electronic transfer) acceptable to Landlord. If Tenant fails to pay any item or installment of Rent when due, Tenant shall pay Landlord an administration fee equal to 5% of the past due Rent, provided that Tenant shall be entitled to a grace period of 5 days for the first 2 late payments of Rent in a given calendar year. If the Term commences on a day other than the first day of a calendar month or terminates on a day other than the last day of a calendar month, the monthly Base Rent and Tenant’s Pro Rata Share of Expenses (defined in Section IV.C.) and Taxes (defined in Section IV.D.) for the month shall be prorated based on the number of days in such calendar month. Landlord’s acceptance of less than the correct amount of Rent shall be considered a payment on account of the earliest Rent due. No endorsement or statement on a check or letter accompanying a check or payment shall be considered an accord and satisfaction, and either party may accept the check or payment without prejudice to that party’s right to recover the balance or pursue other available remedies. Tenant’s covenant to pay Rent is independent of every other covenant in this Lease.

          B. Payment of Tenant’s Pro Rata Share of Expenses and Taxes . Tenant shall pay Tenant’s Pro Rata Share of the total amount of Expenses (defined in Section IV.C.) and Taxes (defined in Section IV.D) for each calendar year during the Term. Landlord shall provide Tenant with a good faith estimate of the total amount of Expenses and Taxes for each calendar year during the Term. On or before the first day of each month, Tenant shall pay to Landlord a monthly installment equal to one-twelfth of Tenant’s Pro Rata Share of Landlord’s estimate of the total amount of Expenses and Taxes. If Landlord determines that its good faith estimate was incorrect by a material amount, Landlord may provide Tenant with a revised estimate. After its receipt of the revised estimate, Tenant’s monthly payments shall be based upon the revised estimate. If Landlord does not provide Tenant with an estimate of the total amount of Expenses and Taxes by January 1 of a calendar year, Tenant shall continue to pay monthly installments based on the previous year’s estimate until Landlord provides Tenant with the new estimate. Upon delivery of the new estimate, an adjustment shall be made for any month for which Tenant paid monthly installments based on the previous year’s estimate. Tenant shall pay Landlord the amount of any underpayment within 30 days after receipt of the new estimate. Any overpayment shall be refunded to Tenant within 30 days or credited against the next due future installment(s) of Additional Rent.

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     As soon as is practical following the end of each calendar year, Landlord shall furnish Tenant with a statement of the actual amount of Expenses and Taxes for the prior calendar year and Tenant’s Pro Rata Share of the actual amount of Expenses and Taxes for the prior calendar year. If the estimated amount of Expenses and Taxes for the prior calendar year is more than the actual amount of Expenses and Taxes for the prior calendar year, Landlord shall apply any overpayment by Tenant against Additional Rent due or next becoming due, provided if the Term expires before the determination of the overpayment, Landlord shall refund any overpayment to Tenant after first deducting the amount of Rent due. If the estimated amount of Expenses and Taxes for the prior calendar year is less than the actual amount of Expenses and Taxes for such prior year, Tenant shall pay Landlord, within 30 days after its receipt of the statement of Expenses and Taxes, any underpayment for the prior calendar year. Any overpayment or underpayment of Taxes relating to the year in which this Lease terminates shall be treated in a similar manner. The provisions of this subsection shall survive the termination of this Lease.

          C. Expenses Defined . “Expenses” means the sum of (y) 100% of all direct and indirect costs and expenses incurred in each calendar year in connection with operating, maintaining, repairing, managing and owning the Premises, the Building in which the Premises is located and the Property, and (z) the Allocable Share of the Building of the direct and indirect costs of operating and maintaining the Common Areas of the Project (including, but not limited to, the parking structure(s) or parking lot(s) predominantly serving the Building in which the Premises are located, unless the same are included by Landlord as part of the “Property”), the Allocable Share of the Building of all costs, fees, expenses or other amounts payable by Landlord to the Association (as defined in Article XXXI.M. below), if any, and the Allocable Share of the Building of all fees payable to the company or the Association, if applicable, managing the parking areas within the Project, including, without limitation, the following:

               1. Labor costs, including, wages, salaries, social security and employment taxes, medical and other types of insurance, uniforms, training, and retirement and pension plans.

               2. Management fees, the cost of equipping and maintaining a management office, accounting and bookkeeping services, legal fees not attributable to leasing or collection activity, and other administrative costs. Landlord, by itself or through an affiliate, shall have the right to directly perform or provide any services under this Lease (including management services), provided that the cost of any such services shall not exceed the cost that would have been incurred had Landlord entered into an arms-length contract for such services with an unaffiliated entity of comparable skill and experience.

               3. The cost of services, including amounts paid to service providers and the rental and purchase cost of parts, supplies, tools and equipment.

               4. Premiums and deductibles paid by Landlord for insurance, including workers compensation, fire and extended coverage, earthquake, general liability, rental loss,

elevator, boiler and other insurance customarily carried from time to time by owners of comparable buildings.

               5. Electrical Costs (defined below) and charges for water, gas, steam and sewer applicable to the Common Areas. “Electrical Costs” means: (a) charges paid by Landlord for electricity; (b) costs incurred in connection with an energy management program for the Common Areas of the Project; and (c) if and to the extent permitted by Law, a fee for the services provided by Landlord in connection with the selection of utility companies and the negotiation and administration of contracts for electricity, provided that such fee shall not exceed 50% of any savings obtained by Landlord.

               6. The amortized cost of capital improvements (as distinguished from replacement parts or components installed in the ordinary course of business) made to the Property and the Common Areas which are: (a) performed primarily to reduce operating expense costs or otherwise improve the operating efficiency of the Property and the Common Areas; or (b) required to comply with any Laws that are enacted, or first interpreted to apply to the Property and the Common Areas, after the date of this Lease. The cost of capital improvements shall be amortized by Landlord over the lesser of the Payback Period (defined below) or 10 years. The amortized cost of capital improvements may, at Landlord’s option, include actual or imputed interest at the rate that Landlord would reasonably be required to pay to finance the cost of the capital improvement. “Payback Period” means the reasonably estimated period of time that it takes for the cost savings resulting from a capital improvement to equal the total cost of the capital improvement.

     If Landlord incurs Expenses for the Project together with one or more other buildings or properties, whether pursuant to a reciprocal easement agreement, common area agreement or otherwise, the shared costs and expenses shall be equitably prorated and apportioned between the Project and the other buildings or properties. Expenses shall not include: the cost of capital improvements (except as set forth above); depreciation; interest (except as provided above for the amortization of capital improvements); principal payments of mortgage or ground leases and other non-operating debts of Landlord; the cost of repairs or other work to the extent Landlord is reimbursed by insurance or condemnation proceeds; costs in connection with leasing space in the Building or other buildings in the Project, including brokerage commissions; lease concessions, including rental abatements and construction allowances, granted to specific tenants; costs incurred in connection with the sale, financing or refinancing of the Building or other buildings in the Project; fines, interest and penalties incurred due to the late payment of Taxes (defined in Section IV.D) or Expenses or otherwise in connection with operation of the Building or the Project; organizational expenses associated with the creation and operation of the entity which constitutes Landlord; any costs, fines or penalties incurred due to violations by Landlord of any law, order, rule or regulations of any governmental authority which was in effect (and as enforced) as of the Commencement Date except where such costs, fines or penalties are incurred by Landlord for violations of any such law, order, rule or regulation that is ultimately determined to be invalid, or inapplicable; costs incurred by Landlord in connection with the correction of defects in design and original construction of the Building or Project; costs incurred (less costs of recovery) for any items to the extent covered by a

manufacturer’s, materialman’s, vendor’s or contractor’s warranty (a “Warranty”) which are paid by such manufacturer, materialman, vendor or contractor (Landlord shall use reasonable efforts to pursue a warranty claim for items covered by a Warranty unless Landlord determines in good faith that such action would not be in the best interest of the Building); any penalties or liquidated damages that Landlord pays to Tenant under this Lease or to any other tenants in the Building under their respective leases; any fines, costs, penalties or interest resulting from the adjudicated negligence or adjudicated willful misconduct of the Landlord or its agents, contractors or employees; any cost or expense related to removal, cleaning, abatement or remediation of “hazardous materials” in or about the Building, Common Area or Project, including, without limitation, hazardous substances in the ground water or soil, except to the extent caused by the release or emission of “hazardous materials” by Tenant, or except to the extent such removal, cleaning, abatement or remediation is related to the general repair and maintenance of the Building, Common Area or Project; or any penalties or damages that Landlord pays to Tenant under this Lease or to other tenants in the Building or other buildings in the Project under their respective leases.

          D. Taxes Defined . “Taxes” shall mean: (1) all real estate taxes and other assessments on the Building and/or Property, including, but not limited to, assessments for special improvement districts and building improvement districts, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and the Building’s and the Property’s share of any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Property or the Building; (2) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Property and the Building; (3) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (1) and (2), including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities; and (4) the Allocable Share of the Building of (i) all real estate taxes and other assessments of the Common Areas of the Project, including but not limited to assessments for special improvement districts and building improvement districts, taxes and assessments levied in substitution or supplementation in whole or in part of any such taxes and assessments and any real estate taxes and assessments under any reciprocal easement agreement, common area agreement or similar agreement as to the Common Areas, (ii) all personal property taxes for property that is owned by Landlord and used in connection with the operation, maintenance and repair of the Common Areas, and (iii) all costs and fees incurred in connection with seeking reductions in any tax liabilities described in (i) and (ii) above, including, without limitation, any costs incurred by Landlord for compliance, review and appeal of tax liabilities. Without limitation, Taxes shall not include any income, capital levy, franchise, capital stock, gift, estate or inheritance tax, or tax on Landlord’s income from all sources. However, Tenant shall pay and be liable for all rental, sales and use taxes, if any, imposed upon or measured by Rent under applicable Law. If an assessment is payable in installments, Taxes for the year shall include the amount of the installment and any interest due and payable during that year. For all other real estate taxes, Taxes for that year shall, at Landlord’s election, include either the amount accrued, assessed or otherwise imposed for the year or the amount due and payable for that year, provided that Landlord’s election shall be applied consistently throughout the Term. If a change in Taxes is obtained for any year of the Term, then

Taxes for that year will be retroactively adjusted and Landlord shall provide Tenant with a credit, if any, based on the adjustment.

     Tenant shall be responsible for, and shall pay prior to delinquency, taxes or governmental service fees, possessory interest taxes, fees or charges in lieu of any such taxes, capital levies, or other charges imposed upon, levied with respect to, or assessed against, its personal property, and its interest pursuant to this Lease. To the extent that any such taxes are not separately assessed or billed to Tenant, Tenant shall pay the amount thereof as invoiced to Tenant by Landlord prior to the delinquency of such taxes. In the event any Alterations made by Tenant in the Building are assessed and taxed separately by the applicable taxing authority, then Tenant shall be liable and shall pay that portion of the Taxes applicable to the value of the Alterations in the Premises based on the value attributed thereto by the applicable taxing authority to either (a) the applicable taxing authority prior to the delinquency of such taxes in the event Tenant is billed directly by such taxing authority, or (b) the Landlord within 30 days after written demand, in the event Landlord is billed directly by the applicable taxing authority.

          E. Audit Rights . Tenant may, within 90 days after receiving Landlord’s statement of Expenses, give Landlord written notice (“Review Notice”) that Tenant intends to review Landlord’s records of the Expenses for that calendar year. Within a reasonable time after receipt of the Review Notice, Landlord shall make all pertinent records available for inspection that are reasonably necessary for Tenant to conduct its review. If any records are maintained at a location other than the office of the Project, Tenant may either inspect the records at such other location or pay for the reasonable cost of copying and shipping the records. If Tenant retains an agent to review Landlord’s records, the agent must be with a licensed CPA firm. Tenant shall be solely responsible for all costs, expenses and fees incurred for the audit. Within 60 days after the records are made available to Tenant, Tenant shall have the right to give Landlord written notice (an “Objection Notice”) stating in reasonable detail any objection to Landlord’s statement of Expenses for that year. If Tenant fails to give Landlord an Objection Notice within the 60 day period or fails to provide Landlord with a Review Notice within the 90 day period described above, Tenant shall be deemed to have approved Landlord’s statement of Expenses and shall be barred from raising any claims regarding the Expenses for that year. If Tenant provides Landlord with a timely Objection Notice, Landlord and Tenant shall work together in good faith to resolve any issues raised in Tenant’s Objection Notice. If Expenses for the calendar year are less than reported, Landlord shall provide Tenant with a credit against the next installment of Rent in the amount of the overpayment by Tenant. Likewise, if Expenses for the calendar year are greater than reported, Tenant shall pay Landlord the amount of any underpayment within 30 days. The records obtained by Tenant shall be treated as confidential. In addition, if Expenses for the Building for the year in question were less than stated by more than 10%, Landlord, within 30 days after its receipt of paid invoices therefor from Tenant, shall reimburse Tenant for any reasonable amounts paid by Tenant to third parties in connection with such review by Tenant. In no event shall Tenant be permitted to examine Landlord’s records or to dispute any statement of Expenses unless Tenant has paid and continues to pay all Rent when due.

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      V. Compliance with Laws; Use .

     The Premises shall be used only for the Permitted Use and for no other use whatsoever. Tenant shall not use or permit the use of the Premises for any purpose which is illegal, dangerous to persons or property or which, in Landlord’s reasonable opinion, unreasonably disturbs any other tenants of the Project or interferes with the operation of the Building or the Project. Tenant shall comply with all Laws, including the Americans with Disabilities Act, regarding the operation of Tenant’s business and the use, condition, configuration and occupancy of the Premises. Tenant, within 10 days after receipt, shall provide Landlord with copies of any notices it receives regarding a violation or alleged violation of any Laws relating to its use of the Premises. Tenant shall comply with the rules and regulations of the Project attached as Exhibit B and such other reasonable, nondiscriminatory rules and regulations adopted by Landlord from time to time. Tenant shall also cause its agents, contractors, subcontractors, employees, customers, and subtenants to comply with all rules and regulations. Landlord shall not knowingly discriminate against Tenant in Landlord’s enforcement of the rules and regulations. In the event of a conflict between any rules and regulations enacted after the date hereof and the Lease, this Lease shall control.

      VI. Security Deposit .

     The Security Deposit shall be in the form of an irrevocable letter of credit (the “Letter of Credit”) which shall: (a) be in the amount of $1,600,000.00; (b) be issued on the form attached hereto as Exhibit F ; (c) name Landlord as its beneficiary; (d) be drawn on an FDIC insured financial institution reasonably satisfactory to Landlord; and (e) be annually renewable so as to expire no earlier than 60 days after the Termination Date of this Lease. The Security Deposit shall be delivered to Landlord in the form of a Letter of Credit which shall be delivered to Landlord upon the execution of this Lease by Tenant. The Security Deposit shall be held by Landlord without liability for interest (unless required by Law) as security for the performance of Tenants obligations. The Security Deposit is not an advance payment of Rent or a measure of Tenant’s liability for damages. Landlord may, from time to time, without prejudice to any other remedy, use all or a portion of the Security Deposit to satisfy past due Rent or to cure any uncured default by Tenant. If Landlord uses the Security Deposit, Tenant shall on demand restore the Security Deposit to its original amount. Landlord shall return any unapplied portion of the Security Deposit to Tenant on the later to occur of (1) 45 days after the date Tenant surrenders possession of the Premises to Landlord in accordance with this Lease; or (2) 45 days after the Termination Date. If Landlord transfers its interest in the Premises, Landlord may assign the Security Deposit to the transferee and, following the assignment, Landlord shall have no further liability for the return of the Security Deposit. Landlord shall not be required to keep the Security Deposit separate from its other accounts. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, or any similar or successor Laws now or hereinafter in effect.

      VII. Services .

          A. Tenant will be responsible, at its sole cost and expense, for the furnishing of all services and utilities to the Premises, including, but not limited to, heating, ventilation and air-

conditioning, electricity, water, light, power, trash pick-up, sewer charges, telephone, janitorial and interior building security services and all other utility services supplied to the Premises, and all taxes and surcharges thereon. Landlord agrees to maintain and repair the Property as described in Article IX.B.

          B. Any interruption or termination of services due to the application of Laws, the failure of any equipment, the performance of repairs, improvements or alterations, or the occurrence of any other event (a “Service Failure”) shall not render Landlord liable to Tenant, constitute a constructive eviction of Tenant, give rise to an abatement of Rent, nor relieve Tenant from the obligation to fulfill any covenant or agreement. However, if the Premises, or a material portion of the Premises, is made untenantable for a period in excess of 5 consecutive Business Days as a result of a Service Failure that was caused solely by the negligence or willful misconduct of the Landlord, then Tenant, at its sole remedy, shall be entitled to receive an abatement of Rent payable hereunder during the period beginning on the 6 ^th consecutive Business Day of such Service Failure and ending on the day the service has been restored. Furthermore, in no event shall Landlord be liable to Tenant for any loss or damage, including the theft of Tenant’s Property (defined in Article XV), arising out of or in connection with the failure of any security services, personnel or equipment.

      VIII. Leasehold Improvements .

     All improvements to the Premises (collectively, “Leasehold Improvements”) shall be owned by Landlord and shall remain upon the Premises without compensation to Tenant. Leasehold Improvements shall not include Tenant’s Property (as defined in Article XV. below), which items shall at all times be owned by Tenant. However, Landlord, by written notice to Tenant within 30 days prior to the Termination Date, may require Tenant to remove, at Tenant’s expense: (1) Cable (defined in Section IX.A) installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Project; and (2) any Leasehold Improvements that are performed by or for the benefit of Tenant and, in Landlord’s reasonable judgment, are of a nature that would require removal and repair costs that are materially in excess of the removal and repair costs associated with standard improvements to buildings of this kind (collectively referred to as “Required Removables”). Without limitation, it is agreed that Required Removables include internal stairways, raised floors, personal baths and showers, vaults, rolling file systems and structural alterations and modifications of any type. The Required Removables designated by Landlord shall be removed by Tenant before the Termination Date, provided that upon prior written notice to Landlord, Tenant may remain in the Premises for up to 15 days after the Termination Date for the sole purpose of removing the Required Removables. Tenant’s possession of the Premises shall be subject to all of the terms and conditions of this Lease, including the obligation to pay Rent on a per diem basis at the rate in effect for the last month of the Term. Tenant shall repair damage caused by the installation or removal of Required Removables. If Tenant fails to remove any Required Removables or perform related repairs in a timely manner, Landlord, at Tenant’s expense, may remove and dispose of the Required Removables and perform the required repairs. Tenant, within 30 days after receipt of an invoice, shall reimburse Landlord for the reasonable costs incurred by Landlord. Notwithstanding the foregoing, Tenant, at the time it requests approval for a proposed

Alteration (defined in Section IX.C), may request in writing that Landlord advise Tenant whether the Alteration, or any portion of the Alteration, will be designated as a Required Removable. Within 10 days after receipt of Tenant’s request, Landlord shall advise Tenant in writing as to which portions of the Alteration, if any, will be considered to be Required Removables.

      IX. Repairs, Maintenance and Alterations .

          A. Tenant’s Repair and Maintenance Obligations . Tenant shall, at its sole cost and expense, promptly perform all maintenance and repairs to the Premises that are not Landlord’s express responsibility under this Lease, and shall keep the Premises (interior and exterior) in good condition and repair (including the replacement of any applicable improvements and appurtenances when necessary), reasonable wear and tear excepted. Tenant’s repair and replacement obligations include, without limitation, repairs to and replacements of: (1) floor covering; (2) interior partitions; (3) doors; (4) walls and wall coverings; (5) electronic, phone and data cabling and related equipment (collectively, “Cable”) that is installed by or for the exclusive benefit of Tenant and located in the Premises or other portions of the Project; (6) supplemental air conditioning units, private showers and kitchens, including hot water heaters, and similar facilities; (7) mechanical (including HVAC), plumbing fixtures, sewer connections (within the Building), wiring, electrical, lighting, and fire, life safety equipment and systems serving the Building and the Premises; (8) windows, glass and plate glass; (9) ceilings; (10) roof membrane, roof screens and roof screen penetrators; (11) skylights; (12) fixtures and equipment; and (13) Alterations performed by contractors retained by Tenant, including related HVAC balancing. All work shall be performed in accordance with the rules and procedures described in Section IX.C. below. In addition, Tenant shall, at its sole cost and expense, provide janitorial service to the Premises in a manner consistent with other similar projects in the Mountain View, California area. The janitorial service to be provided by Tenant shall include, but not be limited to, the obligation to clean the exterior windows (no more frequently than two (2) times per year) and to keep the interior of the Premises such as the windows, floors, walls, doors, showcases and fixtures clean and neat in appearance and to remove all trash and debris which may be found in or around the Premises. In addition, Tenant shall keep and maintain the Premises in accordance with (i) the Institute of Laboratory Animal Resources “Guide for the Care and Use of Laboratory Animals”, (ii) the Animal Welfare Act (7 U.S.C. 2131 et. seq.), and (iii) all other applicable Federal, State and local laws, guidelines and policies relating to the operation and maintenance of biomedical laboratory facilities (collectively, the “Lab Standards”). Tenant shall also enter into and keep and maintain in effect, service contracts reasonably acceptable to Landlord with contractors reasonably acceptable to Landlord for the maintenance of those systems servicing the Building as Landlord may reasonably designate, including, without limitation, the HVAC and life safety systems of the Building. In addition, Tenant shall perform testing of the electrical systems in the Building on a commercially reasonable, regular basis to ensure that such electrical systems are maintained in the manner required herein. Without limiting the foregoing, Tenant shall, at Tenant’s sole cost and expense, (a) immediately replace all broken glass in the Premises with glass equal to or in excess of the specification and quality of the original glass; and (b) repair any damage caused by Tenant, Tenant’s agents, employees, invitees, visitors, subtenants or contractors. If Tenant fails to make any required repairs to the Premises within 15 days after notice from Landlord (although

notice shall not be required if there is an emergency), Landlord may make the repairs and Tenant shall pay the reasonable cost of the repairs to Landlord within 30 days after receipt of an invoice, together with an administrative charge in an amount equal to 10% of the cost of the work performed. In addition, in the event Tenant fails to make any required repairs or provide the required janitorial services to the Premises and such failure continues beyond the applicable cure period provided in Article XIX.B. below, such failure shall constitute a default under this Lease. Tenant shall maintain written records of maintenance and repairs, as required by Law, and shall use certified technicians to perform any such maintenance and repairs, as so required.

          B. Landlord’s Repair Obligations . Landlord shall keep and maintain in good repair and working order and make repairs to and perform maintenance upon: (1) structural elements of the Building, including Building foundations; (2) Common Areas (including utility lines which run through the Common Areas); and (3) the roof of the Building (other than the roof membrane, roof screens and roof screen penetrators). Landlord shall promptly make repairs (considering the nature and urgency of the repair) for which Landlord is responsible.

          C. Alterations . Tenant shall not make alterations, additions or improvements to the Premises or install any Cable in the Premises or other portions of the Building or the Project (collectively referred to as “Alterations”) without first obtaining the written consent of Landlord in each instance, which consent shall not be unreasonably withheld or delayed. However, Landlord’s consent shall not be required for any Alteration that satisfies all of the following criteria (a “Cosmetic Alteration”): (1) is not visible from the exterior of the Premises or Building; (2) will not materially or adversely affect the systems or structure of the Building; and (3) cost less than $50,000.00 individually or $150,000.00 in the aggregate during any one year of the Term. However, even though consent is not required, the performance of Cosmetic Alterations shall be subject to all the other provisions of this Section IX.C. Prior to starting work, Tenant shall furnish Landlord with plans and specifications reasonably acceptable to Landlord; names of contractors reasonably acceptable to Landlord (provided that Landlord may designate specific contractors with respect to building systems); copies of contracts; necessary permits and approvals; evidence of contractor’s and subcontractor’s insurance in amounts reasonably required by Landlord; and any security for performance that is reasonably required by Landlord. Material changes to the plans and specifications must also be submitted to Landlord for its approval. Alterations shall be constructed in a good and workmanlike manner using materials of a quality that is at least equal to the quality designated by Landlord as the minimum standard for the Building and the Project. To the extent reasonably necessary to avoid disruption to the occupants of the Building and the Project and to ensure that any work performed at the Building is performed in a good and workmanlike manner in accordance with all applicable Laws and the terms of this Lease, Landlord may designate reasonable rules, regulations and procedures for the performance of work in the Building and the Project and Landlord shall have the right to designate the time when Alterations may be performed. Tenant shall reimburse Landlord within 30 days after receipt of an invoice for sums paid by Landlord for third party examination of Tenant’s plans for non-Cosmetic Alterations. In addition, within 30 days after receipt of an invoice from Landlord, Tenant shall pay Landlord a fee for Landlord’s oversight and coordination of any non-Cosmetic Alterations equal to 5% of the cost of the non-Cosmetic

Alterations. Upon completion, Tenant shall furnish “as-built” plans (except for Cosmetic Alterations), completion affidavits, full and final waivers of lien in recordable form, and receipted bills covering all labor and materials. Tenant shall assure that the Alterations comply with all insurance requirements and Laws. Landlord’s approval of an Alteration shall not be a representation by Landlord that the Alteration complies with applicable Laws or will be adequate for Tenant’s use.

      X. Use of Utility Services by Tenant .

          A. Electricity, gas, water and other utility services used by Tenant in the Premises shall be paid for by Tenant by separate charge billed by the applicable utility company and payable directly by Tenant. Electrical service to the Common Areas may be furnished by one or more companies providing electrical generation, transmission and distribution services, and the cost of electricity may consist of several different components or separate charges for such services, such as generation, distribution and stranded cost charges. Landlord shall have the exclusive right to select any company providing electrical service to the Common Areas, to aggregate the electrical service for the Common Areas of the Project with other buildings, to purchase electricity through a broker and/or buyers group and to change the providers and manner of purchasing electricity. Landlord shall be entitled to receive a fee (if permitted by Law) for the selection of utility companies and the negotiation and administration of contracts for electricity, provided that the amount of such fee shall not exceed 50% of any savings obtained by Landlord.

          B. Tenant’s use of electrical service shall not exceed, either in voltage, rated capacity, or overall load, the Building’s electrical capacity (as reasonably determined by Landlord). If Tenant requests permission to consume excess electrical service, Landlord may refuse to consent or may condition consent upon conditions that Landlord reasonably elects (including, without limitation, the installation of utility service upgrades, meters, submeters, air handlers or cooling units), and the additional usage (to the extent permitted by Law), installation and maintenance costs shall be paid by Tenant. Landlord’s consent to any such request shall not be unreasonably withheld, conditioned or delayed. Landlord shall have the right to separately meter electrical usage for the Premises and to measure electrical usage by survey or other commonly accepted methods.

      XI. Entry by Landlord .

     Subject to Tenant’s reasonable security and operating procedures, Landlord, its agents, contractors and representatives may enter the Premises to inspect or show the Premises, to clean and make repairs, alterations or additions to the Premises, and to conduct or facilitate repairs, alterations or additions to any portion of the Building or the Project, including other tenants’ premises, and Tenant shall be entitled to have an employee of Tenant accompany the person(s) entering the Premises, provided Tenant makes such employee available at the time Landlord or such other party desires to enter the Premises. Except in emergencies or to provide regularly scheduled services, Landlord shall use its reasonably efforts to provide Tenant with at least 24 hours prior notice of entry into the Premises, which may be given orally. If reasonably necessary for the protection and safety of Tenant and its employees, Landlord shall have the right to temporarily close all or a portion of the Premises to perform repairs, alterations and additions. However, except in emergencies, Landlord

will not close the Premises if the work can reasonably be completed on weekends and after the hours of 8:00 A.M. to 5:00 P.M. on Business Days. Entry by Landlord shall not constitute constructive eviction or entitle Tenant to an abatement or reduction of Rent.

      XII. Assignment and Subletting .

          A. Except in connection with a Permitted Transfer (defined in Section XII.E. below), Tenant shall not assign, sublease, transfer or encumber any interest in this Lease or allow any third party to use any portion of the Premises (collectively or individually, a “Transfer”) without the prior written consent of Landlord, which consent shall not be unreasonably withheld, delayed or conditioned, subject to Landlord’s termination rights under Section XII.B below. Without limitation, it is agreed that Landlord’s consent shall not be considered unreasonably withheld if: (1) the proposed transferee’s financial condition does not meet the criteria Landlord uses to select Project tenants having similar leasehold obligations; (2) the proposed transferee’s business is not suitable for the Building or the Project considering the business of the other tenants and the Project’s prestige, or would result in a violation of another tenant’s rights; (3) the proposed transferee is a governmental agency or occupant of the Project; (4) Tenant is in default after the expiration of the notice and cure periods in this Lease; or (5) any portion of the Building, Project or Premises would likely become subject to additional or different Laws as a consequence of the proposed Transfer. Notwithstanding the foregoing, Landlord will not withhold its consent solely because the proposed subtenant or assignee is an occupant of the Project if Landlord does not have space available for lease in the Project that is comparable to the space Tenant desires to sublet or assign. For purposes hereof, Landlord shall be deemed to have comparable space if it has space available on any floor of any building of the Project that is approximately the same size as the space Tenant desires to sublet or assign within 6 months of the proposed commencement of the proposed sublease or assignment, and such comparable space is configured and improved in such a manner that the space which Tenant desires to sublease or assign and the Landlord’s comparable space can be utilized for substantially similar uses (e.g. science labs). Tenant shall not be entitled to receive monetary damages based upon a claim that Landlord unreasonably withheld its consent to a proposed Transfer and Tenant’s sole remedy shall be an action to enforce any such provision through specific performance or declaratory judgment. Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any similar or successor Laws, now or hereinafter in effect, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all applicable Laws, on behalf of the proposed transferee. Any attempted Transfer in violation of this Article shall, at Landlord’s option, be void. Consent by Landlord to one or more Transfer(s) shall not operate as a waiver of Landlord’s rights to approve any subsequent Transfers. In no event shall any Transfer or Permitted Transfer release or relieve Tenant from any obligation under this Lease.

          B. As part of its request for Landlord’s consent to a Transfer, Tenant shall provide Landlord with financial statements for the proposed transferee, a complete copy of the proposed assignment, sublease and other contractual documents and such other information as Landlord may reasonably request. Landlord shall, by written notice to Tenant within 20 Business

Days of its receipt of the required information and documentation, either: (1) consent to the Transfer by the execution of a consent agreement in a form reasonably designated by Landlord or reasonably refuse to consent to the Transfer in writing; or (2) in the event of (i) a sublease of any portion of the Premises which would (a) result in 50% or more of the Premises in the aggregate being subject to sublease(s), or (b) be for more than 50% of the then remaining Term, or (ii) an assignment of this Lease, exercise its right to terminate this Lease with respect to the portion of the Premises that Tenant is proposing to assign or sublet. Any such termination shall be effective on the proposed effective date of the Transfer for which Tenant requested consent. Tenant shall pay Landlord a review fee of $750.00 for Landlord’s review of any Permitted Transfer or requested Transfer, provided if Landlord’s actual reasonable costs and expenses (including reasonable attorney’s fees) exceed $750.00, Tenant shall reimburse Landlord for its actual reasonable costs and expenses in lieu of a fixed review fee, up to a maximum of $1,500.00.

          C. All rent and other consideration which Tenant receives as a result of a Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer shall be retained by Tenant until such time as Tenant has recouped all reasonable brokerage fees and reasonable attorneys’ fees incurred in connection with such Transfer, plus the unamortized costs Tenant incurs in connection with the construction of any Alterations Tenant installs in the Premises (as specified by Tenant to Landlord in detail reasonably satisfactory to Landlord, and amortized on a straight line basis over the initial Term of this Lease), but in no event shall the amount so recouped by Tenant exceed $4,000,000.00. Once Tenant has received from the excess Rent payable in connection with any Transfer(s) hereunder its reasonable brokerage fees and reasonable attorneys’ fees Tenant incurs in connection with the construction of any Alterations Tenant installs in the Premises (not to exceed $4,000,000.00), then Tenant shall thereafter pay Landlord 50% of all excess rent and other consideration which Tenant receives as a result of any such Transfer that is in excess of the Rent payable to Landlord for the portion of the Premises and Term covered by the Transfer. Tenant shall pay Landlord for Landlord’s share of any excess within 30 days after Tenant’s receipt of such excess consideration. Tenant may deduct from the excess all reasonable and customary expenses directly incurred by Tenant attributable to the Transfer (other than Landlord’s review fee), including brokerage fees, legal fees, construction costs and the unamortized cost of all Tenant improvements paid for by Tenant in connection with the Transfer. If Tenant is in Monetary Default (defined in Section XIX.A. below), Landlord may require that all sublease payments be made directly to Landlord, in which case Tenant shall receive a credit against Rent in the amount of any payments received (less Landlord’s share of any excess).

          D. Except as provided below with respect to a Permitted Transfer, if Tenant is a corporation, limited liability company, partnership, or similar entity, and if the entity which owns or controls a majority of the voting shares/rights at any time changes for any reason (including but not limited to a merger, consolidation or reorganization), such change of ownership or control shall constitute a Transfer provided, however, that none of the following shall constitute a Transfer, or be considered in determining whether or not a change of control has occurred: (i) any transfer of stock in a corporation that is the Tenant if the stock of such corporation is publicly held and traded through a recognized security exchange; and (ii) if Tenant is a corporation, any initial public offering of such

stock in connection with the listing of such stock on a recognized security exchange. Additionally, the foregoing change of control provisions shall not apply if at least 80% of its voting stock is owned by another entity, the voting stock of which is listed on a recognized security exchange. Notwithstanding the foregoing to the contrary, any change in control resulting from the addition of additional equity investors shall not require Landlord’s prior consent, provided (a) Landlord shall be notified of such change in control within 30 days following the effective date of such change in control, and (b) the management and operations of Tenant do not materially change as a result of such change in control.

          E. Notwithstanding anything to the contrary contained herein or in Section XII.D., Tenant may assign its entire interest under this Lease or sublet the Premises to a wholly owned corporation, partnership or other legal entity or affiliate, subsidiary or parent of Tenant or to any successor to Tenant by purchase, merger, consolidation or reorganization (hereinafter, collectively, referred to as “Permitted Transfer”) without the consent of Landlord, provided: (i) Tenant is not in default under this Lease; (ii) if such proposed transferee is a successor to Tenant by purchase, merger, consolidation or reorganization, the continuing or surviving entity shall own all or substantially all of the assets of Tenant and shall have a net worth which is at least equal to the greater of Tenant’s net worth at the date of this Lease or Tenant’s net worth at the date of the Transfer; (iii) such proposed transferee operates the business in the Premises for the Permitted Use and no other purpose; and (iv) in no event shall any Permitted Transfer release or relieve Tenant from any of its obligations under this Lease. Tenant shall give Landlord written notice at least 10 Business Days prior to the effective date of such Permitted Transfer. As used herein: (a) “parent” shall mean a company which owns a majority of Tenant’s voting equity; (b) “subsidiary” shall mean an entity wholly owned by Tenant or at least 51% of whose voting equity is owned by Tenant; and (c) “affiliate” shall mean an entity controlled, controlling or under common control with Tenant. Notwithstanding the foregoing, sale of the shares of equity of any affiliate or subsidiary to which this Lease has been assigned or transferred other than to another parent, subsidiary or affiliate of the original Tenant named hereunder shall be deemed to be an assignment requiring the consent of Landlord hereunder.

      XIII. Liens .

     Tenant shall not permit mechanic’s or other liens to be placed upon the Project, Property, Premises or Tenant’s leasehold interest in connection with any work or service done or purportedly done by or for benefit of Tenant. If a lien is so placed, Tenant shall, within 10 days of notice from Landlord of the filing of the lien, fully discharge the lien by settling the claim which resulted in the lien or by bonding or insuring over the lien in the manner prescribed by the applicable lien Law. If Tenant fails to discharge the lien, then, in addition to any other right or remedy of Landlord, Landlord may bond or insure over the lien or otherwise discharge the lien. Tenant shall reimburse Landlord for any amount paid by Landlord to bond or insure over the lien or discharge the lien, including, without limitation, reasonable attorneys’ fees (if and to the extent permitted by Law) within 30 days after receipt of an invoice from Landlord.

      XIV. Indemnity and Waiver of Claims .

          A. Except to the extent caused by the negligence or willful misconduct of Landlord or any Landlord Related Parties (defined below), Tenant shall indemnify, defend and hold Landlord, its trustees, members, principals, beneficiaries, partners, officers, directors, employees, Mortgagee(s) (defined in Article XXVI) and agents (“Landlord Related Parties”) harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted against Landlord or any of the Landlord Related Parties and arising out of or in connection with any damage or injury occurring in the Premises or any acts or omissions (including violations of Law) of Tenant, the Tenant Related Parties (defined below) or any of Tenant’s transferees, contractors or licensees.

          B. Except to the extent caused by the negligence or willful misconduct of Tenant or any Tenant Related Parties (defined below), Landlord shall indemnify, defend and hold Tenant, its trustees, members, principals, beneficiaries, partners, officers, directors, employees and agents (“Tenant Related Parties”) harmless against and from all liabilities, obligations, damages, penalties, claims, actions, costs, charges and expenses, including, without limitation, reasonable attorneys’ fees and other professional fees (if and to the extent permitted by Law), which may be imposed upon, incurred by or asserted against Tenant or any of the Tenant Related Parties and arising out of or in connection with the acts or omissions (including violations of Law) of Landlord, the Landlord Related Parties or any of Landlord’s contractors.

          C. Landlord and the Landlord Related Parties shall not be liable for, and Tenant waives, all claims for loss or damage to Tenant’s business or loss, theft or damage to Tenant’s Property or the property of any person claiming by, through or under Tenant resulting from: (1) wind or weather; (2) the failure of any sprinkler, heating or air-conditioning equipment, any electric wiring or any gas, water or steam pipes; (3) the backing up of any sewer pipe or downspout; (4) the bursting, leaking or running of any tank, water closet, drain or other pipe; (5) water, snow or ice upon or coming through the roof, skylight, stairs, doorways, windows, walks or any other place upon or near the Building or the Project; (6) any act or omission of any party other than Landlord or Landlord Related Parties; and (7) any causes not reasonably within the control of Landlord. Notwithstanding the foregoing, except as provided in Article XVI to the contrary, Tenant shall not be required to waive any claims against Landlord (other than for loss or damage to Tenant’s business) where such loss or damage is due to Landlord’s negligence. Nothing herein shall be construed as to diminish the repair and maintenance obligations of Landlord contained elsewhere in this Lease. Tenant shall insure itself against such losses under Article XV below.

      XV. Insurance .

          Tenant shall carry and maintain the following insurance (“Tenant’s Insurance”), at its sole cost and expense: (1) Commercial General Liability Insurance applicable to the Premises and its appurtenances providing, on an occurrence basis, a minimum combined single limit of $3,000,000.00; (2) All Risk Property/Business Interruption Insurance, written at replacement cost

value and with a replacement cost endorsement covering all of Tenant’s trade fixtures, equipment, furniture and other personal property within the Premises (“Tenant’s Property”); (3) Workers’ Compensation Insurance as required by the state in which the Premises is located and in amounts as may be required by applicable statute; and (4) Employers Liability Coverage of at least $1,000,000.00 per occurrence. Any company writing any of Tenant’s Insurance shall have an A.M. Best rating of not less than A-VIII. All Commercial General Liability Insurance policies shall name Tenant as a named insured and Landlord (or any successor), Equity Office Properties Trust, a Maryland real estate investment trust, EOP Operating Limited Partnership, a Delaware limited partnership, and their respective members, principals, beneficiaries, partners, officers, directors, employees, and agents, and other designees of Landlord as the interest of such designees shall appear, as additional insureds. All policies of Tenant’s Insurance shall contain endorsements that the insurer(s) shall give Landlord and its designees at least 30 days’ advance written notice of any reduction in coverage, cancellation, termination or lapse of insurance. Tenant shall provide Landlord with a certificate of insurance evidencing Tenant’s Insurance prior to the earlier to occur of the Commencement Date or the date Tenant is provided with possession of the Premises for any reason, and upon renewals at least 15 days prior to the expiration of the insurance coverage. Landlord shall maintain standard so called All Risk property insurance on the Building in an amount equal to 90% of the replacement cost thereof at the time in question, as reasonably estimated by Landlord. Except as specifically provided to the contrary, the limits of either party’s’ insurance shall not limit such party’s liability under this Lease.

      XVI. Subrogation .

     Notwithstanding anything in this Lease to the contrary, Landlord and Tenant hereby waive and shall cause their respective insurance carriers to waive any and all rights of recovery, claim, action or causes of action against the other and their respective trustees, principals, beneficiaries, partners, officers, directors, agents, and employees, for any loss or damage that may occur to Landlord or Tenant or any party claiming by, through or under Landlord or Tenant, as the case may be, with respect to Tenant’s Property, the Project, the Building, the Premises, any additions or improvements to the Project, Building or Premises, or any contents thereof, including all rights of recovery, claims, actions or causes of action arising out of the negligence of Landlord or any Landlord Related Parties or the negligence of Tenant or any Tenant Related Parties, which loss or damage is (or would have been, had the insurance required by this Lease been carried) covered by insurance.

      XVII. Casualty Damage .

          A. If all or any part of the Premises is damaged by fire or other casualty, Tenant shall immediately notify Landlord in writing. During any period of time that all or a material portion of the Premises is rendered untenantable as a result of a fire or other casualty, the Rent shall abate for the portion of the Premises that is untenantable and not used by Tenant. Landlord shall have the right to terminate this Lease if: (1) the Building or the Project shall be damaged so that, in Landlord’s reasonable judgment, substantial alteration or reconstruction of the Building or the Project shall be

required (whether or not the Premises has been damaged); (2) Landlord is not permitted by Law to rebuild the Building or the Project in substantially the same form as existed before the fire or casualty; (3) the Premises have been materially damaged and there is less than 2 years of the Term remaining on the date of the casualty; (4) any Mortgagee requires that the insurance proceeds be applied to the payment of the mortgage debt; or (5) a material uninsured loss to the Building or the Project occurs. Landlord may exercise its right to terminate this Lease by notifying Tenant in writing within 90 days after the date of the casualty. If Landlord does not terminate this Lease, Landlord shall commence and proceed with reasonable diligence to repair and restore the Building and the Leasehold Improvements (excluding any Alterations that were performed by Tenant in violation of this Lease). However, in no event shall Landlord be required to spend more than the insurance proceeds received by Landlord. Landlord shall not be liable for any loss or damage to Tenant’s Property or to the business of Tenant resulting in any way from the fire or other casualty or from the repair and restoration of the damage. Landlord and Tenant hereby waive the provisions of any Law relating to the matters addressed in this Article, and agree that their respective rights for damage to or destruction of the Premises shall be those specifically provided in this Lease.

          B. If all or any portion of the Premises shall be made untenantable by fire or other casualty, Landlord shall, with reasonable promptness, cause an architect or general contractor selected by Landlord to provide Landlord and Tenant with a written estimate of the amount of time required to substantially complete the repair and restoration of the Premises and make the Premises tenantable again, using standard working methods (“Completion Estimate”). If the Completion Estimate indicates that the Premises cannot be made tenantable within 270 days from the date the repair and restoration is started, then regardless of anything in Section XVII.A above to the contrary, either party shall have the right to terminate this Lease by giving written notice to the other of such election within 10 days after receipt of the Completion Estimate. Tenant, however, shall not have the right to terminate this Lease if the fire or casualty was caused by the negligence or intentional misconduct of Tenant, Tenant Related Parties or any of Tenant’s transferees, contractors or licensees.

          C. The provisions of this Lease, including this Article XVII, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises or the Property, and any Laws, including, without limitation, Sections 1932(2) and 1933(4) of the California Civil Code, with respect to any rights or obligations concerning damage or destruction in the absence of an express agreement between the parties, and any other Laws now or hereinafter in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises or the Property.

      XVIII. Condemnation .

     Either party may terminate this Lease if the whole or any material part of the Premises shall be taken or condemned for any public or quasi-public use under Law, by eminent domain or private purchase in lieu thereof (a “Taking”). Landlord shall also have the right to terminate this Lease if there is a Taking of any portion of the Building, the Property or the Project which would leave the remainder of the Building or the Project unsuitable for use as an office building or an office park, as

the case may be, in a manner comparable to the use of the Building and/or the Project prior to the T