STANDARD FORM OFFICE LEASE BETWEEN CALIFORNIA STATE TEACHERS? RETIREMENT SYSTEM

Exhibit 10.20

STANDARD FORM OFFICE LEASE

BETWEEN

CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM,

a public entity,

the Landlord,

AND

AMERICAN BIOSCIENCE, INC.,

a California corporation

the Tenant

Dated: March 24, 2006

For Premises Located

At 11755 Wilshire Boulevard

Los Angeles, California

TABLE OF CONTENTS

(i)

(ii)

(iii)

STANDARD FORM OFFICE LEASE

This Standard Form Office Lease (this “Lease”) is made as of March 24, 2006 (the “Lease Date”), by CALIFORNIA STATE TEACHERS’ RETIREMENT SYSTEM , a public entity (“Landlord”), and AMERICAN BIOSCIENCE, INC. , a California corporation (“Tenant”).

Landlord and Tenant, intending to be legally bound, and in consideration of their mutual covenants and all conditions of this Lease, covenant and agree as follows.

BASIC LEASE PROVISIONS

1. DEFINED TERMS

In this Lease the following terms have the meanings set forth below.

1.1 Premises . Approximately 12,463 rentable (10,473 usable) square feet, known as Suite 1600 and located on the 16th floor of the Building, as outlined on Exhibit A attached to and a part of this Lease.

1.2 Building . The building containing approximately 328,331 rentable square feet, and all future alterations, additions, improvements, restorations or replacements, with an address of 11755 Wilshire Boulevard, Los Angeles, California.

1.3 Term . Approximately Five (5) years and Two (2) months.

1.4 Commencement Date . The earlier of (i) the date which is ninety (90) days following the date Landlord delivers the Premises to Tenant or (ii) the first date on which Tenant commences to conduct business in the Premises.

1.5 Expiration Date . The last day of the sixty-second (62 ^nd ) calendar month following the Commencement Date.

1.6 Base Rent .

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1.7 Security Deposit . $41,899.29.

1.8 Base Year . The Base Year for calculation of Operating Costs shall be calendar year 2007.

1.9 Tenant’s Proportionate Share of Operating Costs . 3.8% of the Operating Costs, as defined in Article 5 allocable to the Building, based upon the rentable square feet of the Premises, compared to the total rentable square feet of the Building.

1.10 Permitted Use . General office use consistent with a first class office building.

1.11 Tenant’s Trade Name . Not Applicable

1.12 Broker(s) . Landlord’s: CB Richard Ellis Investors

                          Tenant’s: Equis Corporation

1.13 Guarantor(s) : None

1.14 Hours of Service (Section 17.1) . The hours of service for the Building shall be between 8:00 a.m. and 6:00 p.m., Monday through Friday, and between 9:00 a.m. and 1:00 p.m. on Saturday.

1.16 Tenant’s Address .

1.17 Parking . Thirty-Seven (37) unreserved spaces, provided Tenant may elect to designate up to three (3) of such unreserved spaces as reserved spaces and up to three (3) additional of such unreserved spaces as executive valet spaces, which reserved and executive valet spaces shall be in locations to be determined by Landlord.

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1.18 Amount due on Execution of Lease . Upon Tenant’s execution of this Lease, Tenant shall pay the following amount to Landlord:

2. INITIAL PREMISES DEMISED

Landlord hereby leases to Tenant and Tenant hereby leases from Landlord the premises described in Section 1.1 (“Premises”) on the terms and conditions set forth in this Lease (including all exhibits and attachments hereto, which are incorporated herein by reference). Tenant’s obligations under this Lease shall commence as of the Lease Date, except as otherwise expressly provided in this Lease. Landlord shall deliver the Premises to Tenant upon the vacation and surrender of the Premises by the tenant and subtenant currently having rights to occupy the space pursuant to and under an existing lease (the “Existing Lease”), which delivery date is anticipated to occur on or about May 7, 2006 (the “Anticipated Delivery Date”). Notwithstanding anything to the contrary in this Lease, Landlord represents and warrants that, (i) as of the date of this Lease, the Premises (based solely on an unoccupied basis and ignoring (i) any tenant improvements to be installed in the Premises by or on behalf of the Tenant and (ii) Tenant’s specific use of the Premises) complies in all material respects with all Laws in effect as of the date of this Lease and (ii) the Premises will be delivered to Tenant with all of the improvements exclusively serving the Premises in working order. Except as specifically provided in this Article 2 below, Landlord shall have no liability to Tenant if Landlord is unable to deliver the Premises to Tenant by the Anticipated Delivery Date as a result of any party’s failure to vacate and surrender the Premises to Landlord on or before the Anticipated Delivery Date, provided, Landlord shall terminate the Existing Lease as of the Anticipated Delivery Date and shall use commercially reasonable efforts to gain legal possession of the Premises and deliver the same to Tenant as soon as practicable thereafter. As used in this Lease, the term “Project” includes the Building, adjoining parking areas and garages, if any, and the surrounding land and air space which are the site and grounds for the Building and parking areas and garages. In the event that Landlord is unable to deliver the Premises to Tenant by the “Outside Date,” which shall be July 7, 2006, then the sole remedy of Tenant shall be the right to deliver a notice to Landlord (the “Outside Date Termination Notice”) electing to terminate this Lease effective upon receipt of the Outside Date Termination Notice by Landlord (the “Effective Date”). Except as provided hereinbelow, the Outside Date Termination Notice must be delivered by Tenant to Landlord, if at all, not earlier than the Outside Date and not later than five (5) business days after the Outside Date. If Tenant delivers the Outside Date Termination Notice to Landlord, then Landlord shall have the right to suspend the Effective Date for a period ending thirty (30) days after the original Effective Date. In order to suspend the Effective Date, Landlord must deliver to Tenant, within five (5) business days after receipt of the Outside Date Termination Notice, a notice certifying that Landlord’s best good faith judgment that delivery of the Premises to Tenant will occur within thirty (30) days after the original Effective Date. If delivery of the Premises to

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Tenant occurs within said thirty (30) day suspension period, then the Outside Date Termination Notice shall be of no further force and effect; if, however, delivery of the Premises does not occur within said thirty (30) day suspension period, then this Lease shall terminate as of the date of expiration of such thirty (30) day period.

3. INITIAL TERM; OPTION TERM

3.1 Initial Term . The Term, Commencement Date and Expiration Date shall be as specified in Sections 1.3, 1.4, and 1.5, respectively. The Commencement Date shall be documented when determined in the form of Exhibit C attached hereto. For purposes of this Lease, the term “Lease Year” shall mean each consecutive twelve (12) month period during the Term, commencing on the Commencement Date. The terms and provisions of this Lease shall be effective as of the Lease Date.

3.2 Option Term .

3.2.1 Option Right . Landlord hereby grants Tenant and any Affiliate to whom Tenant has assigned this Lease or subleased the entire Premises (each of Tenant and such Affiliate being referred to herein as a “Permitted Optionee”) one (1) option to extend the Term for all of the Premises, for a period of five (5) years (the “Option Term”), which option shall be exercisable only pursuant to the terms of this Section 3.2 and by written notice delivered by Tenant to Landlord as provided below, provided that, as of the date of delivery of such notice Tenant is not then in default under this Lease beyond all applicable notice and cure periods provided in this Lease and has not previously been in default under this Lease beyond the applicable cure period provided in this Lease more than once in the preceding twelve (12) months. Upon the proper exercise of such option to extend, and provided that, as of the end of the Lease Term, Tenant is not then in default under this Lease beyond all applicable notice and cure periods provided in this Lease and has not previously been in default under this Lease beyond the applicable cure period provided in this Lease more than once in the preceding twelve (12) months, the Lease Term, as it applies to the Premises, shall be extended for a period of five (5) years. The rights contained in this Section 3.2 shall be personal to the Permitted Optionees and may only be exercised by one of the Permitted Optionees (and not any other assignee, sublessee or transferee of Tenant’s interest in this Lease) if the applicable Permitted Optionee occupies the entire Premises.

3.2.2 Option Rent . The rent payable during the Option Term (the “Option Rent”) shall be equal to 100% of the rent (including 100% of the additional rent and considering any “base year” or “expense stop” applicable thereto), including all escalations, at which, as of the commencement of the Option Term, new and/or existing tenants are leasing non-sublease, non-encumbered, non-equity space comparable in size, location and quality to the Premises, for a term of five (5) years, which comparable space is located in the Project or in the Comparable Buildings, and which comparable transactions contain an initial commencement date occurring not more than twelve (12) months prior to the commencement of the Option Term, taking into consideration the following concessions (the “Renewal Concessions”): (a) rental abatement concessions, if any, being granted such tenants in connection with such comparable space; (b) tenant improvements or allowances provided or to be provided for such comparable space, taking into account the value of the existing improvements in the Premises

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and the extent to which the same can be utilized by a general office user; and (c) other reasonable monetary concessions being granted such tenants in connection with such comparable space; provided, however, that in calculating the Option Rent, no consideration shall be given to (i) the fact that Landlord is or is not required to pay a real estate brokerage commission in connection with Tenant’s exercise of its right to lease the Premises during the Option Term or in connection with the comparable transactions or the fact that landlords are or are not paying real estate brokerage commissions in connection with such comparable space, (ii) any period of rental abatement, if any, granted to tenants in comparable transactions for the design, permitting and construction of tenant improvements in such comparable spaces.

3.2.3 Exercise of Option . The option contained in this Section 3.2 shall be exercised by Tenant, if at all, only in the following manner: (i) Tenant may deliver written notice to Landlord not less than twelve (12) months prior to the expiration of the Lease Term, stating that Tenant is interested in exercising its option; (ii) Landlord shall, not less than nine (9) months prior to the expiration of the Lease Term, deliver notice (the “Option Rent Notice”) to Tenant, setting forth Landlord’s proposed Option Rent; and (iii) if Tenant wishes to exercise such option, Tenant shall, on or before the earlier of (A) the date occurring eight (8) months prior to the expiration of the initial Lease Term, and (B) the date occurring thirty (30) days after Tenant’s receipt of the Option Rent Notice, exercise the option to extend by delivering written notice (the “Option Exercise Notice”) thereof to Landlord, provided, however, Tenant may, in Tenant’s Option Exercise Notice, object to the Option Rent set forth in the Option Rent Notice, in which event the Option Rent shall be determined pursuant to the terms and conditions of Section 3.2.4 below.

3.2.4 Determination of Option Rent . In the event Tenant timely and appropriately objects to the Option Rent Landlord and Tenant shall attempt to agree upon the Option Rent using their best good-faith efforts. If Landlord and Tenant fail to reach agreement within ten (10) business days following Tenant’s objection to the Option Rent (the “Outside Agreement Date”), then each party shall make a separate determination of the Option Rent within five (5) business days after the Outside Agreement Date, and such determinations shall be submitted to arbitration in accordance with Sections 3.2.4.1 through 3.2.4.7 below.

3.2.4.1 Landlord and Tenant shall each appoint one arbitrator who shall be a real estate broker who shall have been active over the five (5) year period ending on the date of such appointment in the leasing of commercial high-rise properties in the West Los Angeles, California area, exclusive of any broker from any brokerage firm currently representing (or who has previously represented within the preceding two (2) year period) either Landlord or Tenant. The determination of the arbitrators shall be limited solely to the issue of whether Landlord’s or Tenant’s submitted Option Rent is the closest to the actual Option Rent as determined by the arbitrators, taking into account the requirements of Section 2.3.3 or 3.2.2, above, as applicable. Each such arbitrator shall be appointed within fifteen (15) business days after the Outside Agreement Date.

3.2.4.2 The two (2) arbitrators so appointed shall within ten (10) days of the date of the appointment of the last appointed arbitrator agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth in Section 3.2.4.1 above for qualification of the initial two (2) arbitrators.

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3.2.4.3 The three (3) arbitrators shall within thirty (30) days of the appointment of the third arbitrator reach a decision as to whether the parties shall use Landlord’s or Tenant’s submitted Option Rent and shall notify Landlord and Tenant thereof.

3.2.4.4 The decision of the majority of the three (3) arbitrators shall be binding upon Landlord and Tenant.

3.2.4.5 If either Landlord or Tenant fails to appoint an arbitrator within fifteen (15) days after the Outside Agreement Date, then the arbitrator appointed by one of them shall reach a decision, notify Landlord and Tenant thereof, and such arbitrator’s decision shall be binding upon Landlord and Tenant.

3.2.4.6 If the two (2) arbitrators fail to agree upon and appoint a third arbitrator, or if both parties fail to appoint an arbitrator, then the appointment of the third arbitrator or any arbitrator 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 instruction set forth in this Section 3.2.4.

3.3 The cost of the arbitration shall be paid by Landlord and Tenant equally.

4. SECURITY DEPOSIT

Concurrently with Tenant’s execution of this Lease, Tenant shall deposit with Landlord in the amount set forth in Section 1.7, a security deposit for the performance of all of Tenant’s obligations under this Lease. Upon expiration of the Term, Landlord shall return the security deposit to Tenant, less such portion as Landlord shall have appropriated to compensate Landlord for any damage it incurs as a result of any default by Tenant hereunder. Landlord shall have the right, but not the obligation, following expiration of all applicable notice and cure periods provided herein, to apply all or any portion of the security deposit to cure any Tenant default at any time, in which event Tenant shall be obligated to restore the security deposit to its original amount within ten (10) business days, and Tenant’s failure to do so shall be deemed to be a material default of this Lease. Tenant hereby waives the provisions of Section 1950.7 of the California Civil Code, and all other provisions of law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of rent, to repair damage caused by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of Tenant.

5. RENT

5.1 Subject to the terms and conditions of this Lease (including, without limitation, Section 5.2 and Article 44, below), Tenant agrees to pay the Base Rent set forth in Section 1.6 for each month of the Term, payable in advance on the first business day of each month commencing with the Commencement Date, without any deduction or setoff whatsoever. All payments of Rent (as defined in Section 5.4) shall be payable in lawful U.S. money. Payments shall not be deemed received until actual receipt thereof by Landlord. If the Commencement Date is not the first day of a month, or if the Expiration Date is not the last day

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of a month, a prorated monthly installment shall be paid at the then current rate for the fractional month during which this Lease commences or terminates. At the time of execution of this Lease by Tenant, Tenant shall pay all money due to Landlord as set forth in Article 1.

5.2 Notwithstanding anything in the foregoing to the contrary, provided that Tenant is in occupancy of the entire Premises, then for the second (2 ^nd ) and third (3 ^rd ) months of the Term (“Rent Abatement Period”), Tenant shall not be obligated to pay the Base Rent due for each such month, as provided in Section 1.6 above (the “Rent Credit”). Tenant acknowledges and agrees that the foregoing Rent Credit has been granted to Tenant as additional consideration for entering into this Lease and for agreeing to pay all “Rent” (defined in Section 5.4 below) and performing the terms and conditions otherwise required under the Lease.

5.3 Intentionally deleted.

5.4 In addition to Base Rent, for each calendar year beginning after the Base Year, Tenant shall pay to Landlord on the first day of each and every month of this Lease, one-twelfth (1/12th) of the Landlord’s reasonable estimate of Tenant’s Proportionate Share of the Operating Costs for that calendar year in excess of the actual Base Year Operating Costs. The rentable area in the Building and the rentable area in the Premises, and Tenant’s Proportionate Share of the Operating Costs are set forth in Article 1. Any discrepancy discovered after the Lease Date in connection with the square footages stated in Sections 1.1 and 1.2 shall not be a basis for a reduction in the Base Rent, unless otherwise agreed in writing by Landlord and Tenant. Base Rent, Tenant’s Proportionate Share of Operating Costs, and all other amounts payable by Tenant under this Lease whether to Landlord or to others are collectively defined as the “Rent.”

5.5 “Operating Costs” shall be determined for each calendar year by taking into account on a consistent basis all costs of management, maintenance, and operation of the Project. Operating Costs shall include but not be limited to: (i) the cost of supplying all utilities, the cost of operating, maintaining, repairing, renovating and managing the utility systems, mechanical systems, sanitary and storm drainage systems, and escalator and elevator systems, and the cost of supplies and equipment and maintenance and service contracts in connection therewith; (ii) the cost of required licenses, certificates, permits and inspections and the cost of reasonably contesting the validity or applicability of any governmental enactments which may adversely affect Operating Costs, and the costs incurred in connection with the implementation and operation of a transportation system management program or similar program but only to the extent that participation in such programs is mandated by law; (iii) the cost of insurance carried by Landlord, in such amounts as Landlord may reasonably determine, including, without limitation, insurance premiums and insurance deductibles paid or incurred by Landlord; (iv) fees, charges and other costs, including management fees not to exceed four percent (4%) of Building revenues per year, consulting fees, legal fees and accounting fees, of all persons engaged by Landlord or otherwise reasonably incurred by Landlord in connection with the management, operation, maintenance and repair of the Project; (v) wages, salaries and other compensation and benefits of all persons engaged in the operation, maintenance or security of the Building, and employer’s Social Security taxes, unemployment taxes or insurance, and any other taxes which may be levied on such wages, salaries, compensation and benefits; provided, that if any employees of Landlord provide services for more than one building of Landlord, then a prorated

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portion of such employees’ wages, benefits and taxes shall be included in Operating Costs based on the portion of their working time devoted to the Building; (vi) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Building; (vii) operation, repair, maintenance and replacement (to the extent permitted to be included in Operating Costs as Permitted Capital Costs (defined below)) of all systems, equipment, components or facilities which serve the Building in the whole or in part; (viii) amortization (including interest on the unamortized cost at a rate equal to Landlord’s actual cost of borrowed funds (the “Interest Rate”)) of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Building and Project, but if any such item constitutes a capital expenditure, then only to the extent permitted to be included in Operating Costs as Permitted Capital Costs; (ix) all federal, state, county, or local governmental or municipal taxes, fees, charges or other impositions of every kind and nature (including, but not limited to, any “possessory interest tax” levied in connection with the Building), whether general, special, ordinary or extraordinary because of or in connection with the ownership, leasing and operation of the Project, including, without limitation, any assessment, tax, fee, levy or charge in addition to, or 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, conservation, refuse removal and for other governmental services formerly provided without charge to property owners or occupants) (collectively, “Property Taxes”); provided, however, that Property Taxes shall not, in any event include, income taxes, capital stock, inheritance, estate, gift, or any other taxes imposed upon or measured by Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project); (x) costs incurred in connection with the parking areas servicing the Project; and (xi) the cost of capital repairs, replacements, improvements and other capital costs (the “Capital Costs”) incurred in connection with the Project (A) which are intended as a labor-saving device or to effect other economies in the operation or maintenance of the Project, or any portion thereof, or (B) that are required under any Laws (as defined in Article 27 below), except for Capital Costs to remedy a condition existing prior to the Commencement Date which a federal, state or municipal governmental authority, if it had knowledge of such condition prior to the Commencement Date, would have then required to be remedied pursuant to the then-current Laws in their form existing as of the Commencement Date and pursuant to the then-current interpretation of such Laws by the applicable governmental authority as of the Commencement Date; provided, however, that each such permitted capital expenditure (collectively, the “Permitted Capital Costs”) shall be amortized (including interest on the unamortized cost at the Interest Rate) over its useful life in accordance with the practices of institutional landlords owning real estate in the general vicinity of the Building. Landlord shall have the right, but not the obligation, from time to time, to equitably allocate some or all of the Operating Costs among different tenants of the building (the “Cost Pools”). Such Cost Pools may include, but shall not be limited to, the office space tenants of the Building and the retail space tenants of the Building. The amount of all taxes payable under this Lease for the Base Year attributable to the valuation of the Project, inclusive of tenant improvements, shall be known as “Base Taxes.” If in any comparison year subsequent to the Base Year, the amount of Property Taxes decreases below the level of Base Taxes, then for purposes of all subsequent

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comparison years, including the comparison year in which such decrease in Property Taxes occurred, the Base Year Operating Costs shall be decreased by an amount equal to the decrease in Property Taxes below the amount of the Base Taxes. If the Building is less than ninety-five percent (95%) occupied during all or a portion of the Base Year or a subsequent calendar year, the variable components of the Operating Costs as determined by Landlord shall be calculated as if the Building had been 95% occupied for the full calendar year. If during any calendar year (including the Base Year), Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Costs) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Costs allocable to such calendar year shall be deemed to be increased by an amount equal to the additional Operating Costs which would reasonably have been incurred during such calendar year by Landlord if it had, at its own expense, furnished such work or service to such tenant. In addition, if Landlord does not carry earthquake and/or terrorism insurance for the Project during the Base Year but subsequently obtains earthquake and/or terrorism insurance for the Project during the Term, then from and after the date upon which Landlord obtains such earthquake and/or terrorism insurance, and continuing throughout the period during which Landlord maintains such insurance, Operating Costs for the Base Year shall be deemed to be increased by the amount of the premium Landlord would have incurred had Landlord maintained such insurance for the same period of time during the Base Year as such insurance is maintained by Landlord during such subsequent calendar year during the Term. Anything contained in the Lease to the contrary notwithstanding, Tenant acknowledges and agrees that for so long as the Project is owned by the State of California or any local public entity of government, including without limitation a state public retirement system, this Lease and the Tenant’s interest hereunder may constitute a possessory interest subject to property taxation and as a result may be subject to the payment of property taxes levied on that interest (the “possessory interest tax”). In addition, for so long as the Project is owned by a state public retirement system, the full cash value, as defined in Sections 110 and 110.1 of the California Revenue and Taxation Code, of the possessory interest upon which property taxes will be based will equal the greater of (A) the full cash value of the possessory interest, or (B) if Tenant has leased less than all of the Project, Tenant’s Proportionate Share of the full cash value of the Project that would have been enrolled if the Project had been subject to property tax upon acquisition by the state public retirement system. All discounts, reimbursements, rebates, refunds, or credits (collectively, “Reimbursements”) attributable to Operating Costs received by Landlord in a particular year shall be deducted from Operating Costs in the year the same are received, and assessments and premiums of Operating Costs which can be paid by Landlord in periodic installments shall be paid by Landlord in the maximum number of periodic installments permitted by law. Notwithstanding anything in the foregoing to the contrary, “Operating Costs” shall not include any of the following, for purposes of calculating the portion of Operating Costs payable by Tenant.

5.5.1 costs of leasing commissions, attorneys’ and other professional fees, promotional, marketing and advertising costs and other costs and expenses incurred in connection with negotiations or disputes with present or prospective tenants or other occupants of the Building;

5.5.2 Capital Costs other than the Permitted Capital Costs;

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5.5.3 costs, including permit, license and inspection costs, incurred with respect to the installation of other tenants’ or occupants’ improvements made for tenants or other occupants in the Building or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants in the Building;

5.5.4 any cost for which Landlord has been reimbursed by insurance, warranty, or otherwise, and the cost of utilities or services sold to Tenant or others for which Landlord is entitled to and actually receives reimbursement (other than through any operating cost reimbursement provision identical or substantially similar to the provisions set forth in this Lease);

5.5.5 Except as expressly permitted pursuant to this Section 5.5, bad-debt expenses, depreciation, interest and amortization on mortgages, or ground lease payments, if any;

5.5.6 costs of services or other benefits which are not available to Tenant but which are provided to other tenants of the Building;

5.5.7 costs incurred due to the violation by Landlord or any other tenant of the terms and conditions of any lease of space in the Building;

5.5.8 any amount paid by Landlord or Landlord’s managing agent to a subsidiary or affiliate of Landlord or Landlord’s managing agent, for management or other services to the Building or for supplies or other materials, to the extent the cost of such services, supplies or materials exceeds the cost that would have been paid had the services, supplies or materials been provided by parties unaffiliated with the Landlord or Landlord’s managing agent on a competitive basis;

5.5.9 Landlord’s general corporate overhead and general and administrative expenses;

5.5.10 any compensation paid to clerks, attendants or other persons in commercial concessions operated by the Landlord, provided that the parking areas of the Project shall not be deemed commercial concessions for purposes of this Section 5.5.10;

5.5.11 rentals and other related expenses for leasing a heating, ventilation and air conditioning system, elevators, or other items (except when needed in connection with normal repairs and maintenance of the Building) which if purchased, rather than rented, would constitute a Capital Cost not included in Operating Costs pursuant to this Lease;

5.5.12 except in connection with events customarily recognized and performed at the Building (including, without limitation, in connection with certain holidays), any expenses incurred by Landlord for use of any portions of the Building to accommodate special events, including, but not limited to, shows, promotions, kiosks, displays, filming, photography, private events or parties, ceremonies and advertising, beyond the normal expenses otherwise attributable to providing Building services, such as lighting and HVAC to such public portions of the Building in normal operations during Building standard hours of operation;

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5.5.13 electric power costs or other utility costs for which any tenant directly contracts with the local public service company (but Landlord shall have the right to “gross up” as if the floor was vacant);

5.5.14 costs incurred to comply with Laws relating to the removal of Hazardous Material which was in existence on the Project prior to the Commencement Date, and was of such a nature that a federal, state or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Material, in the state, and under the conditions that it existed on the Project, would have then required the removal of such Hazardous Material or other remedial or containment action with respect thereto;

5.5.15 costs incurred to remove, remedy, contain, or treat Hazardous Material, which Hazardous Material is brought onto the Project, after the date hereof by Landlord or any other tenant of the Project and is of such a nature, at that time, that a federal, state or municipal governmental authority, if it had then had knowledge of the presence of such Hazardous Material, in the state, and under the conditions, that it exists on the Project, would require the removal, remediation, containment or treatment of such Hazardous Material;

5.5.16 excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord’s general or net income (as opposed to rents, receipts or income attributable to operations at the Project);

5.5.17 any increase in the cost of Landlord’s insurance caused by a specific use of another tenant or by Landlord;

5.5.18 tax penalties incurred as a result of Landlord’s negligence, inability or unwillingness to make payments and/or to file any tax or informational returns when due;

5.5.19 any fines, costs, late charges, liquidated damages, penalties or related interest charges imposed on Landlord or Landlord’s managing agent;

5.5.20 costs arising from the negligence or fault of other tenants or Landlord;

5.5.21 costs arising from Landlord’s charitable or political contributions;

5.5.22 legal fees and costs (including litigation costs), settlements, judgments or awards paid or incurred by Landlord because of disputes between Landlord and Tenant, Landlord and other tenants/occupants or prospective tenants/occupants or providers of goods and services to the Building;

5.5.23 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 Building management, or between Landlord and other tenants or occupants;

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5.5.24 costs for acquisition of artwork for the Building, except for artwork required to be acquired by applicable Laws; and

5.5.25 costs arising from latent defects in the Building or Project.

5.6 Within one hundred twenty (120) days after December 31 of each calendar year, or as soon thereafter as practicable, the total of the Operating Costs for said calendar year just completed shall be determined by Landlord. Landlord shall give Tenant a statement setting forth of such determination (“Statement”), and Tenant within thirty (30) days thereafter shall pay to Landlord Tenant’s Proportionate Share of the Operating Costs for such calendar year in excess of the Base Year Operating Costs, less the payments made by Tenant to Landlord during such calendar year for Operating Costs in excess of the Base Year Operating Costs, or, if Tenant has overpaid such amount, Landlord shall credit any excess paid toward Tenant’s next rental payment due. During the first and last years of the Term, Tenant’s Proportionate Share of the Operating Costs shall be adjusted in proportion to the number of days of that calendar year during which this Lease is in effect over the total days in that calendar year.

5.7 Tenant’s Dispute of Operating Costs .

5.7.1 In the event Tenant disputes the actual amount due as Tenant’s Proportionate Share of Operating Costs and/or the actual amount of Operating Costs for any calendar year, Tenant may give written notice to Landlord (the “Inspection Request Notice”) of Tenant’s desire to review Landlord’s books and records applicable to Landlord’s determination of the Operating Costs (“Accounts Summary”). Such notice shall be given by Tenant no later than one hundred twenty (120) days after Tenant’s receipt of Landlord’s Statement for the applicable calendar year. Provided that Tenant has given Landlord the Inspection Request Notice, Tenant or Tenant’s accountant may, at reasonable times, inspect the Accounts Summary at Landlord’s office at the Project or at such other office located in Los Angeles, California as may be designated by Landlord, provided however, Tenant shall have the rights contained in this Section 5.7.1 only if for the year for which Tenant disputes the amount due as Tenant’s Proportionate Share of Operating Costs, both (i) the percentage increase thereof over the previous year exceeded at least three percent (3%), and (ii) the dollar amount of the increase of Tenant’s Share of Operating Costs for the disputed year over the previous year shall be at least $1,000.00.

5.7.2 The review by Tenant of the Accounts Summary shall be commenced no later than ten (10) business days after the date of Landlord’s receipt of the Inspection Request Notice (subject to reasonable coordination of the timing with Landlord), and shall be completed no later than thirty (30) days after the beginning of such review. If, after such inspection, Tenant continues to dispute the amount due as Tenant’s Proportionate Share of Operating Costs, Tenant shall, within ten (10) business days after the end of such review, give written notice to Landlord (the “Dispute Notice”) of the particular costs or expenses included in the Operating Costs which Tenant disputes, and the basis for Tenant’s dispute thereof. In the event that it is determined that an error has been made in Landlord’s determination of Tenant’s Proportionate Share of Operating Costs, then the parties shall make such appropriate payments or

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reimbursements, as the case may be, to each other as are determined to be owing, provided that any reimbursements payable by Landlord to Tenant may, at Landlord’s option, instead be credited against the Base Rent next coming due under this Lease, unless the Term has expired, in which event Landlord shall refund (or credit against any other amounts then owing by Tenant) the appropriate amount to Tenant.

5.7.3 If Landlord informs Tenant that Landlord disputes any of the matters contained in the Dispute Notice, then, within fourteen (14) days after Tenant is informed of Landlord’s dispute of any of the matters contained in the Dispute Notice, Tenant shall hire a regionally recognized accounting firm (“CPA Firm”) (which CPA Firm is reasonably approved by Landlord and is not working on a contingency fee basis) to review the Accounts Summary. Such review of the Accounts Summary by the CPA Firm shall be completed not later than sixty (60) days after Landlord informs Tenant that Landlord disputes any of the matters contained in the Dispute Notice. The CPA Firm shall produce a written report (the “CPA Firm Report”) describing its review and conclusions in detail, a copy of which shall be given to Landlord and Tenant, and shall be binding on Landlord and Tenant. If the CPA Firm Report, with appropriate supporting documentation, indicates that Landlord’s determination of Operating Costs overstated the Operating Costs by at least five percent (5%), then Landlord shall give Tenant a credit against Base Rent next coming due for an amount equal to the reasonable cost of the CPA Firm Report. If Tenant does not give Landlord the Inspection Request Notice, the Dispute Notice or the CPA Firm Report within the respective required period, it shall be conclusively deemed that Tenant has approved Landlord’s determination of the Operating Costs and Tenant’s Proportionate Share thereof.

5.7.4 Tenant agrees that neither Tenant nor any of Tenant’s employees, agents or representatives (including, without limitation, the CPA Firm) shall use or disclose to any person or entity other than Tenant, any information or documents obtained by Tenant or such other persons during inspection of Landlord’s accounting records, provided however, this sentence shall not apply to, or bar or limit any legal action between Tenant and Landlord to enforce this Lease. Except as expressly provided in this paragraph, Tenant shall have no rights to inspect, copy, review, or audit the records of Landlord relating to Operating Costs, nor to dispute any portion of Operating Costs charged by Landlord to Tenant. Notwithstanding any claim or dispute regarding Operating Costs which may arise, in no event shall Tenant be entitled to deduct, offset or reduce any Rent otherwise payable by Tenant under this Lease, except as expressly provided otherwise in this Lease. All reviews of, and reports concerning the Accounts Summary shall be at Tenant’s sole cost and expense, subject to the provisions of Section 5.7.3. The provisions of this Section 5.7 shall survive the expiration of termination of the Term of this Lease.

5.8 In addition to Tenant’s Proportionate Share of Operating Costs, Tenant shall reimburse Landlord upon demand for any and all taxes required to be paid by Landlord when such taxes are measured by or reasonably attributable to the cost or value of Tenant’s equipment, furniture, fixtures and other personal property located in the Premises.

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6. INITIAL CONSTRUCTION

Tenant shall construct the initial improvements in the Premises in accordance with the Tenant Work Letter attached to and made a part of this Lease as Exhibit B. Landlord will not be obligated to construct, install or pay for any improvements or facilities of any kind other than those called for in the Tenant Work Letter. All improvements that are paid for by Landlord under this Lease shall be the property of Landlord, subject to Section 7.4, and upon termination of this Lease, Tenant shall deliver the Premises to Landlord in the condition required by Article 35.

7. REPAIRS & ALTERATIONS

7.1 Subject to reimbursement pursuant to Section 5.4, and subject to the provisions of Section 7.2, and Articles 8 and 14, Landlord agrees to keep in first class condition the foundations, exterior walls, roof and other structural portions of the Project (the “Building Structure”), (b) the life safety, sprinkler, elevators and the HVAC, mechanical, electrical and plumbing systems of the Building (the “Building Systems”), (excluding, however, any plumbing in the Premises or any above Building-standard heating, air conditioning or lighting equipment installed by Tenant in the Premises, which repair shall be Tenant’s sole responsibility) and (c) the restrooms serving the floor of the Building on which the Premises are located, but, subject to Article 44 below, Landlord shall not be liable or responsible for breakdowns or temporary interruptions in service where reasonable efforts are used to restore service, and, subject to Section 9.8 below, provided that Landlord shall not be responsible for any repair or maintenance which is caused in whole or in part by the negligent act or omission or willful misconduct of Tenant or its agents, contractors, employees; and, subject to Section 9.8 below, in the event such repair or maintenance is caused by the negligent act or omission or willful misconduct of Tenant, Tenant shall reimburse Landlord for its Actual Costs (defined below) of such repair or maintenance within ten (10) business days of demand from Landlord, together with reasonable supporting documentation therefor, and shall indemnify, defend, protect and hold harmless Landlord against any and all loss, cost or liability in connection therewith. Landlord shall have a reasonable time after written notice from Tenant to perform necessary repairs or maintenance. Tenant hereby waives and releases its right to make repairs at Landlord’s expense under Sections 1941 and 1942 of the California Civil Code or under any similar law, statute, or ordinance now or hereafter in effect. As used herein. “Actual Costs” shall mean incremental, out-of-pocket costs paid to third parties without any markup for profit, overhead or depreciation.

7.2 Subject to the provisions of Section 7.1, and Articles 8 and 14, Tenant shall keep and maintain the Premises in first class condition and repair, and shall make all necessary repairs thereto at Tenant’s sole cost and expense. Except as provided otherwise in this Lease, Tenant is responsible for all redecorating, remodeling, alteration and painting required by Tenant during the Term. Tenant covenants and agrees not to suffer or permit any lien of mechanics or materialmen or others to be placed against the Project, the Building or the Premises with respect to work or services performed for or materials furnished to Tenant or the Premises under this Article 7 or otherwise, and, in case of any claim of lien being filed, Tenant covenants and agrees to cause it to be released and removed of record or bonded over within ten (10) business days after Landlord notifies Tenant in writing thereof, or Landlord, at its sole option, may thereafter take all action necessary to release and remove such lien, and Tenant shall, within ten (10) business days following Landlord’s demand, reimburse Landlord for all costs and expenses relating thereto incurred by Landlord.

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7.3 Tenant may not make any improvements, alterations, additions or changes to the Premises (collectively, the “Alterations”) without first procuring the written consent of Landlord to such Alterations, which consent shall be requested by Tenant not less than ten (10) business days prior to the commencement thereof, and which consent shall not be unreasonably withheld by Landlord. Landlord may condition its consent on, among other things, the installation of additional risers, feeders and other appropriate equipment as well as utility meters. The installation, maintenance, repair and replacement, as well as all charges in connection with all such meters and equipment shall be at Tenant’s sole cost and expense. Notwithstanding anything in the foregoing to the contrary, Tenant shall have the right, without the need to obtain Landlord’s prior written consent, to make any Alterations to the Premises desired by Tenant that (i) do not affect the Building Structure, (ii) do not adversely effect the Building Systems, (iii) do not affect the exterior appearance of the Building and are not visible from the outside of the Premises, (iv) do not require a building permit and (v) do not exceed $25,000.00 in the aggregate in any twelve month period (any such Alterations, “Permitted Alterations”). The construction of the initial improvements to the Premises shall be governed by the terms of the Tenant Work Letter and not the terms of this Article 7.

7.4 To the extent Landlord designates at the time Landlord approves such Alterations, any such designated Alterations and any Alterations made without the consent of Landlord, shall, be removed by Tenant at its expense before the expiration of the Term, provided that Landlord may not designate for removal any Alterations that are typical office improvements. All other Alterations shall remain upon the Premises and be surrendered therewith at the Expiration Date or earlier termination of this Lease as the property of Landlord in good condition and repair, reasonable wear and tear and damage by casualty which is not Tenant’s obligation under this Lease to repair excepted. If removal of all or part of any Alterations is required in accordance with this Section 7.4, Tenant, at its expense, shall remove such Alterations and repair any damage to the Premises or the Building caused by such removal, and if Tenant fails to remove any Alterations required to be removed hereunder, then Landlord may (but shall not be obligated to) remove them and the cost of removal and repair of any damage shall be paid by Tenant to Landlord within ten (10) business days following Landlord’s written demand. Tenant shall not be entitled to any compensation from Landlord for any Alterations removed by Landlord or at Landlord’s direction. Notwithstanding anything to the contrary in the Lease, Landlord shall have no right under this Section 7.4 or otherwise to require Tenant to remove any Alterations that constitute improvements which are normal and customary for general office use.

7.5 Tenant shall construct all such Alterations and perform any and all repairs and/or remediation expressly required to be performed by Tenant under this Lease in conformance with any and all applicable rules and regulations of any federal, state, county or municipal code or ordinance or any agency guidelines, and pursuant to a valid building permit, issued by the applicable municipality, in conformance with Landlord’s reasonable construction rules and regulations. If such Alterations or repairs will involve the use of, reveal, or disturb Hazardous Materials (as that term is defined in Section 41.1 of this Lease) existing in the Premises, Tenant shall comply with Landlord’s reasonable rules and regulations concerning such

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Hazardous Materials. Landlord’s consent to such Alterations or Landlord’s approval of the plans, specifications, and working drawings for such Alterations will create no responsibility or liability on the part of Landlord for the completeness, design, sufficiency or compliance with all laws, rules and regulations of governmental agencies or authorities (including without limitation the Americans With Disabilities Act of 1990 and the provisions of that Act applicable to the Project or any part of it) with respect to such Alterations. All work with respect to any Alterations must be done in a good and workmanlike manner and diligently prosecuted to completion to the end that the Premises shall at all times be a complete unit except during the period of work. In performing the work of any such Alterations, Tenant shall have the work performed in such manner as not to obstruct access to the Building or the Common Areas for any other tenant of the Building, and as not to obstruct the business of Landlord or other tenants in the Building, or interfere with the labor force working in the Building. Not less than fifteen nor more than twenty days prior to commencement of any Alterations, Tenant shall notify Landlord in writing of the work commencement date so that Landlord may post notices of nonresponsibility about the Premises. Upon completion of any Alterations, Tenant agrees to cause a Notice of Completion to be recorded in the office of the Recorder of the County of Los Angeles in accordance with Section 3093 of the Civil Code of the State of California or any successor statute, and Tenant shall deliver to the Building management office a reproducible copy of the “as built” drawings of the Alterations.

7.6 The charges for work performed on behalf of Tenant by a contractor retained by Landlord pursuant to this Article 7 shall be deemed Rent under this Lease, payable within thirty (30) days of written billing therefor, either periodically during construction (but not more often than once each calendar month) or upon the substantial completion of such work, at Landlord’s option. Tenant shall reimburse Landlord for Landlord’s reasonable out of pocket costs and expenses paid to third parties reasonably retained by Landlord in connection with Landlord’s involvement with such work. If Tenant constructs any such Alterations, upon completion of such work, Tenant shall deliver to Landlord evidence of payment, contractors’ affidavits and full and final waivers of all liens for labor, services or materials.

7.7 In the event that Tenant makes any Alterations, Tenant agrees to carry “Builder’s All Risk” insurance in an amount approved by Landlord covering the construction of such Alterations, and such other insurance as Landlord may require, it being understood and agreed that all of such Alterations shall be insured by Tenant pursuant to Article 9 of this Lease immediately upon completion thereof.

8. FIRE OR CASUALTY DAMAGE

8.1 Repair of Damage to Premises by Landlord . If the Premises or any portion of the Project is damaged by fire or other cause (the “Occurrence”) without the gross negligence or intentional act of Tenant or its partners, trustees, officers, directors, shareholders, members, beneficiaries, licensees, invitees, or any subtenants or subtenants’ agents, employees, contractors, or invitees, servants, guests, or independent contractors (collectively, “Tenant Persons”), Landlord shall diligently, and as soon as practicable, repair the damage; provided, however, that Landlord may elect not to rebuild or restore the Premises or any portion of the Project, and instead terminate this Lease, by notifying Tenant in writing of such termination within ninety (90) days after the date on which Landlord has actually discovered the full extent

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and nature of such damages, such notice to include a lease termination date and a date for Tenant to vacate the Premises (which, if Tenant shall not have vacated the Premises at such time, shall not be less than thirty (30) days after the date on which Tenant receives such notice). Landlord may so elect to terminate this Lease only if the Building shall be damaged by fire or other cause, whether or not the Premises are affected, and one or more of the following conditions is present: (i) repairs cannot reasonably be completed within one hundred eight (180) days after the Occurrence; (ii) the Occurrence occurs during the last two (2) Lease Years; (iii) the holder of any mortgage on the Building or ground lessor with respect to the Project shall require that the insurance proceeds or any portion thereof be used to retire all or a portion of the mortgage debt, or shall terminate the ground lease, as the case may be; (iv) Landlord’s insurer has not agreed that the damage is fully covered, except for deductible amounts, by Landlord’s insurance policies; or (v) in Landlord’s reasonable discretion, twenty percent (20%) or more of the rentable floor area of the Project is unusable, unmarketable, damaged or destroyed. If either party terminates this Lease as set forth in this Article 8, the Base Rent and Tenant’s Proportionate Share of increases in Operating Costs (collectively, “Periodic Rent”) shall be apportioned and paid to the date of termination (subject to abatement as provided below). Such repair or restoration by Landlord shall be to substantially the same condition of the base, shell, and core of the Premises and common areas prior to the casualty, except for modifications required by zoning and building codes and other laws or by the holder of a mortgage on the Building, or the lessor of a ground or underlying lease with respect to the Project or portion thereof, or any other modifications to the common areas reasonably deemed desirable by Landlord, which are consistent with the character of the Project, provided that access to the Premises and any common restrooms serving the Premises shall not be materially impaired and Landlord shall use commercially reasonable efforts to perform such work in a manner designed to minimize material interference with Tenant’s use of the Premises. Notwithstanding any other provision of this Lease, upon the occurrence of any damage to the Premises, Tenant shall assign to Landlord (or to any party designated by Landlord) all insurance proceeds payable to Tenant under Tenant’s insurance required under Section 9.1 of this Lease and allocable to the value of the Tenant Improvements or Tenant’s Alterations, and Landlord shall repair any injury or damage to the Tenant Improvements or Tenant’s Alterations installed in the Premises and shall return such Tenant Improvements and Tenant’s Alterations to their condition prior to the Occurrence; provided that if the cost of such repair by Landlord exceeds the amount of insurance proceeds received by Landlord from Tenant’s insurance carrier, as assigned by Tenant, the cost of such repairs shall be paid by Tenant to Landlord prior to Landlord’s repair of the damage. In connection with such repairs and replacements, Tenant shall, prior to the commencement of construction, submit to Landlord, for Landlord’s review and approval, all plans, specifications and working drawings relating thereto, and Landlord shall select the contractors to perform such improvement work.

8.2 Termination By Either Party

8.2.1 Within sixty (60) days after the date Landlord learns of the necessity for repairs as a result of damage, Landlord shall notify Tenant (“Damage Repair Estimate”) of Landlord’s estimated assessment of the period of time in which the repairs will be completed. If Landlord does not elect to terminate this Lease under the terms of Section 8.1, but the damage required to be repaired by Landlord is not repaired by the end of the 180 Day Period, then either Landlord or Tenant (subject to Section 8.2.2), within thirty (30) days after the end of

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the 180 Day Period, may terminate this Lease by written notice to the other party, in which event this Lease shall terminate as of the date of receipt of the notice, and the Periodic Rent shall be apportioned and paid to the date of termination (subject to abatement as provided below). The “180 Day Period” shall mean the period beginning on the date of the Occurrence and ending one hundred eighty (180) days from the date of the Occurrence. Notwithstanding the preceding provisions of Section 8.2.1, if (a) Landlord has not elected to terminate this Lease pursuant to the terms of Section 8.1, and (b) Landlord is proceeding to complete the repairs, then neither party shall have the right to terminate this Lease if, before the end of the 180 Day Period, Landlord, at Landlord’s sole option, gives written notice to Tenant that the repairs will be completed within thirty (30) days after the end of the 180 Day Period, and the repairs are actually completed within such thirty day period. If the repairs are not completed within thirty days after the end of the 180 Day Period, then either party may terminate this Lease by written notice to the other party. Such notice of termination shall be given within sixty (60) days after the end of the 180 Day Period, and shall be effective upon receipt thereof by the other party to this Lease.

8.2.2 If Landlord does not elect to terminate this Lease pursuant to Landlord’s termination right as provided in Section 8.1, and if the Damage Repair Estimate indicates that repairs cannot be completed within one hundred eighty (180) days after the Occurrence, Tenant may elect, not later than thirty (30) days after Tenant’s receipt of the Damage Repair Estimate, to terminate this Lease by written notice to Landlord effective as of the date specified in Tenant’s notice.

8.2.3 In the event that the Premises or the Building is destroyed or damaged to any substantial extent during the last twelve (12) months of the Term and if such damage shall take longer than sixty (60) days to repair, then notwithstanding anything in this Article 8 to the contrary, Tenant shall have the option to terminate this Lease by written notice to Landlord of the exercise of such option within sixty (60) days after Tenant learns of the necessity for repairs as the result of such damage.

8.2.4 Notwithstanding the provisions of Sections 8.2.1, 8.2.2 and 8.2.3 above, Tenant shall have the right to terminate this Lease under Sections 8.2.1, 8.2.2 and 8.2.3 only if each of the following conditions is satisfied: (a) the damage to the Project by fire or other casualty was not caused by the gross negligence or intentional act of Tenant Persons; (b) there is then no Default by Tenant; and (c) as a result of the damage, Tenant cannot reasonably conduct business from the Premises.

8.2.5 If Tenant terminates this Lease pursuant to this Section 8.2, the Periodic Rent shall be apportioned and paid to the date of termination (subject to abatement as provided below).

8.3 Rent Abatement . Subject to the last sentence of this Section 8.3, during the period that the damaged portion of the Premises is rendered unfit for the conduct of Tenant’s business or access to the Premises is prohibited by damage to the Premises or to any portions of the Common Areas, Periodic Rent shall be reduced by the ratio that the rentable square footage of the Premises thereby rendered unfit for the conduct of Tenant’s business bears to the total rentable square footage of the Premises, provided that Tenant does not occupy or use such untenantable portion of the Premises during such rent abatement period; provided, further,

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however, that in the event that, Tenant is prevented from conducting Tenant’s business in any portion of the Premises and the remaining portion of the Premises is not sufficient to allow Tenant to effectively conduct Tenant’s business in the Premises, then Tenant’s Rent for the entire Premises shall be abated for such time during which Tenant is so prevented from effectively conducting (and does not conduct) Tenant’s business in the Premises. Notwithstanding the preceding sentence, if the damage was the consequence of the gross negligence or willful misconduct of any of the Tenant Persons, then the Periodic Rent shall be abated only to the extent Landlord actually receives rental or business interruption insurance proceeds allocated to the Periodic Rent for the Premises.

8.4 Tenant Liability for Damages . Subject to Section 8.5, all injury or damage to the Premises or the Building resulting from the gross negligence or intentional acts of any Tenant Persons shall be repaired at the sole cost of Tenant, payable on demand by Landlord, or at Landlord’s option, Landlord may require Tenant to perform such repairs or portion thereof and Periodic Rent shall not abate. If Landlord shall so elect, Landlord shall have the right to make repairs to the standard tenant improvements, not including any tenant extras, Alterations, or personal property, and any expense incurred by Landlord, together with interest thereon at a rate equal to the floating commercial loan rate announced from time to time by Bank of America, a national banking association, as its prime rate, plus 2% per annum shall be paid by Tenant upon demand.

8.5 Release to Extent of Insurance Proceeds . Notwithstanding any other provisions of this Lease, and provided that any applicable insurance coverage is not thereby invalidated, limited, or made more expensive, Tenant shall be relieved from the obligation to repair or pay for physical injury or damage to the Project resulting from the negligence, gross negligence or intentional act of any of Tenant Persons only to the extent that Landlord actually receives insurance proceeds for complete payment in full for such repairs from Tenant’s or Landlord’s insurance.

8.6 Insurance Deductible . Notwithstanding the preceding provisions in this Article 8 concerning abatement of Periodic Rent, Tenant shall not be relieved from its obligation to pay Tenant’s Proportionate Share of the insurance deductibles under insurance policies carried by Landlord.

8.7 Waiver of Statutes . The provisions of this Lease, including this Article 8, 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, the Building, or any other portion of the Project, and any statute or regulation of the State in which the Building is located, 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 such statute or regulation which may hereafter be in effect, shall have no application to this Lease or any damage or destruction to all or any part of the Premises, the Building, or any other portion of the Project.

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9. INSURANCE

9.1 Tenant shall during the entire Term maintain the following insurance coverage:

9.1.1 Commercial General Liability Insurance for personal injury and property damage claims arising out of Tenant’s occupation or use of the Premises and from its business operations, and including liability arising under any indemnity set forth in this Lease in amounts of not less than $1 million for each occurrence and $2 million for all occurrences each year.

9.1.2 Property damage insurance covering all Tenant’s furniture, trade fixtures, office equipment, merchandise and other property in the Premises and all original and later-installed tenant improvements in the Premises. This insurance shall be an “all risk” policy covering the full replacement cost of the items covered and including vandalism, malicious mischief, earthquake sprinkler leakage coverages.

9.1.3 The Tenant will maintain in force all required workers’ compensation or other similar insurance pursuant to all applicable state and local statutes and regulations.

9.2 All insurance provided by Tenant under this Lease shall be coordinated with any preceding, concurrent or subsequent, occurrence or claims made insurance, in such a manner as to avoid any gap in coverage against claims arising out of occurrences, conduct or events which take place during the period beginning on the Lease Date and ending on termination of this Lease.

9.3 Landlord makes no representation that the insurance coverage required of Tenant provides adequate coverage for Tenant’s needs or for its obligations under this Lease. Tenant shall not do or permit to be done anything which shall cause the cancellation of, invalidate, increase the rate of, or otherwise adversely affect, the insurance policies referred to in this Article 9.

9.4 Landlord shall not be deemed to have waived or reduced any of the insurance coverage requirements for Tenant except by an express written agreement to that effect. The receipt by Landlord or its contractors or agents of insurance policies, certificates, letters, or other correspondence, documents or information which do not conform to the insurance requirements of this Lease, or the failure of Landlord to receive policies, certificates, or other documentation required by this Article 9, shall not be deemed to be Landlord’s consent to a waiver or reduction of any such requirements, despite any failure by Landlord to object to same at the time of receipt (or lack of receipt), or thereafter. Any reduction, modification, or waiver of any of Tenant’s insurance requirements under this Lease may be made only by a written document signed by Landlord and Tenant which expressly amends the pertinent described portions of this Lease.

9.5 Landlord shall have the right and option, but not the obligation, upon ten (10) business days notice to Tenant, to maintain any or all of the insurance which is required in Section 9.1 to be provided by the Tenant if Tenant fails to maintain the insurance required of Tenant in this Article 9. All costs of Tenant’s insurance provided by the Landlord shall be obtained at Tenant’s expense.

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9.6 The minimum insurance requirements set forth in this Lease shall not limit the liability of Tenant under this Lease. The Landlord, and any parties reasonably specified by the Landlord and identified in a written notice to Tenant, including, without limitation, mortgagees or ground lessors of Landlord, and Landlord’s property and investment manager, shall be named as additional insureds under the Tenant’s insurance. All insurance companies providing insurance pursuant to this Article shall be rated at least A-XII in Best’s Key Rating Guide and shall be otherwise reasonably acceptable to Landlord and licensed and qualified to do business in the State of California. Insurance provided by the Tenant shall be primary as to all covered claims and any insurance carried by Landlord is excess and is non-contributing. Each Tenant’s insurance policy must not be cancelable or modifiable except upon thirty (30) days prior written notice to Landlord and any specified mortgagee of Landlord. The insurance must also contain a customary severability of interest clause acceptable to Landlord. Copies of policies or original certificates of insurance with respect to each policy shall be delivered to the Landlord prior to the Commencement Date, and thereafter, at least thirty (30) days before the expiration of each existing policy. Any insurance required hereunder of Tenant may be provided with blanket insurance policy(ies) insuring Tenant at locations in addition to the Premises, so long as such blanket policy(ies) expressly affords the coverage required of Tenant under this Lease. Tenant shall take all necessary steps so as to prevent the actual effective aggregate coverage of such blanket policy(ies) from being eroded below the coverage required to be provided by Tenant under this Lease at any time by claims, or reserves therefor established by the insurer, so that the minimum coverage afforded to Landlord required by this Lease shall at all times remain in effect.

9.7 Landlord has the right at any time, but not the obligation, to reasonably change, cancel, decrease or increase any insurance required or specified under this Lease, provided any increase in or changes in types of insurance shall be consistent with the then current requirements of Institutional Owner Practices. Landlord at its option may obtain any of the required insurance directly or through umbrella policies covering the Building and other assets owned by Landlord.

9.8 Waiver of Subrogation . Notwithstanding any provision of this Lease to the contrary, Landlord and Tenant intend that their respective property damage loss risks shall be borne by their respective insurance carriers to the extent of the property damage insurance that each of Landlord and Tenant are required to carry under this Article 9, and Landlord and Tenant agree to cause their respective insurance companies issuing property damage insurance to waive any rights of subrogation that such companies may have against Landlord or Tenant, as the case may be, so long as the insurance carried by Landlord or Tenant, respectively, is not invalidated thereby. As long as such waivers of subrogation are contained in their respective insurance policies, Landlord and Tenant hereby waive any right that either may have against the other (and hereby agree to look solely to, and seek recovery only from, their respective insurance carriers) on account of any loss or damage to their respective property to the extent such loss or damage is actually covered under their respective insurance or is of a type that is (or would have been) covered by the insurance that each of Landlord and Tenant are required to carry under this Article 9.

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9.9 Landlord’s Insurance . Landlord shall carry commercial general liability insurance with respect to the Project during the Term and shall further insure the Project during the Term against loss or damage due to fire and other casualties covered within the classification of fire and extended coverage, vandalism coverage and malicious mischief, sprinkler leakage, water damage and special extended coverage. Such coverage shall be in such amounts, from such companies, and on such other terms and conditions, as Landlord may from time to time determine in good faith, but in any case shall, at minimum, be consistent with the coverage that would be carried with respect to the Project by an owner acting consistently with the practices of the majority of the institutional owners of institutional grade, first-class office projects located in the West Los Angeles, California area (“Institutional Owner Practices”). Landlord at its option may obtain any of the required insurance directly or through umbrella policies covering the Building and other assets owned by Landlord.

10. WAIVER AND INDEMNIFICATION

To the extent not prohibited by law, Landlord, its partners, trustees, ancillary trustees and their respective officers, directors, shareholders, members, beneficiaries, agents, servants, employees, and independent contractors (collectively, “Landlord Persons”) shall not be liable for any damage either to person or property or resulting from the loss of use thereof, which damage is sustained by Tenant or by other persons claiming through Tenant, except for any personal injury or property damage to the extent arising from the gross negligence or intentional misconduct of Landlord Persons. Tenant agrees to indemnify, defend, and hold Landlord harmless from and against all claims and all costs, including reasonable attorneys’ fees, expenses and liabilities, arising or resulting from (a) any accident, injury, death, loss or damage to any person or to any property including the person and property of Tenant and its employees, agents, officers, guests, and all other persons at any time in the Premises(b) the occupancy or use of the Premises by the Tenant, or (c) any gross negligent or willful act or omission of any Tenant Persons, provided that the terms of the foregoing indemnity shall not apply to the gross negligence or intentional misconduct of Landlord. Landlord shall indemnify, defend, protect, and hold harmless Tenant from and against all claims and all costs, including reasonable attorneys’ fees, expenses and liabilities, actually incurred in connection with or arising from the gross negligence or intentional misconduct of Landlord, provided that the terms of the foregoing indemnity shall not apply to the negligence or intentional misconduct of an Tenant Persons. Notwithstanding anything to the contrary set forth in this Lease, either party’s agreement to indemnify the other party as set forth in this Section 10 shall be ineffective to the extent the matters for which such party agreed to indemnify the other party are covered by insurance required to be carried by the non-indemnifying party pursuant to this Lease. Further, Tenant’s agreement to indemnify the Landlord Persons and Landlord’s agreement to indemnify Tenant pursuant to this Section 10 are not intended to and shall not relieve any insurance carrier of its obligations under policies required to be carried pursuant to the provisions of this Lease, to the extent such policies cover, or if carried, would have covered, the matters, subject to the parties’ respective indemnification obligations; nor shall they supersede any inconsistent agreement of the parties set forth in any other provision of this Lease. Notwithstanding anything to the contrary contained in this Lease, nothing in this Lease shall impose any obligations on Tenant or Landlord to be responsible or liable for, and each hereby releases the other from all liability for, consequential damages other than those consequential damages incurred by Landlord in connection with a holdover of the Premises by Tenant after the expiration or earlier termination

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of the Term or incurred by Landlord in connection with any repair, physical construction or improvement work performed by or on behalf of Tenant in the Building. The indemnification obligations of Tenant and Landlord under this Lease shall survive the expiration or earlier termination of this Lease.

11. USE OF PREMISES

11.1 The Premises are leased to Tenant for the sole purpose set forth in Section 1.10 and Tenant shall not use or permit the Premises to be used for any other purposes without the prior written consent of Landlord, which consent may be withheld in Landlord’s sole and absolute discretion. Without limiting the foregoing, Tenant is expressly prohibited from using the Premises or a portion thereof for (i) offices of any agency or bureau of the United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or political subdivision thereof; (iii) offices of any health care professionals or service organization (except to the extent used for business office or administrative purposes only); (iv) schools or other training facilities which are not ancillary to corporate, executive or professional office use (such as normal in house training); (v) retail or restaurant uses; or (vi) operational offices of communications firms transmitting to the public from the Premises, such as radio and/or television stations. Tenant shall not allow occupancy density of use of the Premises which is materially greater than the average density of the other tenants of the Building. Tenant further covenants and agrees that it shall not use, or permit any person or persons to use, the Premises or any part thereof for any use or purpose contrary to the Rules and Regulations (defined below), attached hereto as Exhibit D, or in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Building. Landlord shall not be responsible to Tenant for the nonperformance of any of such rules and regulations by or otherwise with respect to the acts or omissions of any other tenants, guests or occupants of the Building; provided, however, that Landlord shall not enforce the Rules and Regulations in a discriminatory manner.

11.2 Tenant shall comply with all recorded covenants, conditions, and restrictions now or hereafter affecting the real property underlying the Project. Tenant shall, at its expense, obtain any governmental permits or approvals required for Tenant’s intended use of the Premises except as may be expressly provided in this Lease, including, without limitation, in Exhibit B. The obtaining of any such permits or approvals is not a condition to any of Tenant’s obligations under this lease. Tenant acknowledges that except as expressly stated in this Lease, neither Landlord nor Landlord’s agent has made any representation or warranty, whether express or implied, as to the Premises, including, without limitation, the suitability of the Premises for the conduct of Tenant’s business. Except as otherwise expressly provided in this Lease (including, without limitation, in the Tenant Work Letter), Tenant accepts the Premises in their AS IS condition as of the Lease Date, with all faults and defects. Tenant has been advised by Landlord to conduct its own investigation of the suitability of the Premises for Tenant’s intended use, including, without limitation, a careful inspection of the Premises, a review of all applicable laws and ordinances, and inquiries of all applicable government agencies before executing this Lease.

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12. SIGNS

12.1 General . Landlord retains absolute control over the exterior appearance of the Building and Project and the exterior appearance of the Premises as viewed from the public halls and public areas. Except as otherwise provided in Section 12.2 below, Tenant will not install, or permit to be installed, any drapes, furnishings, signs, lettering, designs, advertising or any items that will in any way alter the exterior appearance of the Building or the exterior appearance of the Premises as viewed from the public halls and public areas. Any sign, advertising, design, or lettering installed by Tenant shall be considered an Alteration (as defined in Section 7.3) and shall be subject to the provisions of Article 7. All signage rights granted to Tenant under this Lease are personal, and may not be assigned or transferred, except to an Affiliate in connection with a Permitted Transfer or to an assignee of all of Tenant’s interest in this Lease approved by Landlord in accordance with Article 13, without Landlord’s prior written consent, which consent Landlord may withhold in its sole discretion.

12.2 Multi-Tenant Floors . If other tenants occupy space on the floor on which the Premises is located, Landlord shall provide Tenant’s suite entrance signage and elevator lobby signage, at Tenant’s cost, and such signage shall be comparable to that used by Landlord for other similar floors in the Building and shall comply with Landlord’s Building standard signage program.

12.3 Building Directory . A building directory will be located in the lobby of the Building. Tenant shall have the right to designate name strips under Tenant’s entry in such directory at the rate of three (3) strips per each 1,000 rentable square feet of the Premises to display Tenant’s name and location in the Building, the name and location of any other person or business entity lawfully occupying the Premises or any part thereof, and the names of each of the foregoing entities’ departments, officers and employees. Landlord shall enter such names on the directory at Tenant’s sole cost and expense.

13. ASSIGNMENT AND SUBLETTING

13.1 Tenant shall not assign, transfer, mortgage or otherwise encumber this Lease or sublet or rent (or permit a third party to occupy or use) (collectively, a “Transfer”) the Premises, or any part thereof, nor shall any Transfer of this Lease or the right of occupancy be effected by operation of law or otherwise, without the prior written consent of Landlord which shall not be unreasonably withheld or delayed; provided, however, that the parties hereby agree that it shall be deemed to be reasonable under this Lease and under any applicable law for Landlord to withhold consent to any proposed Transfer where, without limitation as to other reasonable grounds