Sublease Agreement

Exhibit 10.1

Sublease Agreement

between

Avanir Pharmaceuticals, Inc.
as Sublandlord

and

Halozyme, Inc.
as Subtenant

Sublease Agreement

      This Sublease Agreement (this “ Sublease ”) is made as of this 21st day of April, 2009 (the “ Effective Date ”), by and between Avanir Pharmaceuticals, Inc. , a Delaware corporation (“ Sublandlord ”) and Halozyme, Inc. , a California corporation (“ Subtenant ”), a subsidiary of Halozyme Therapeutics, Inc. , a Delaware corporation (“ Parent ”), with Sublandlord and Subtenant hereinafter sometimes referred to collectively as the “ Parties ” and individually as a “ Party ”).

Witnesseth:

      Whereas , Sorrento Plaza, a California limited partnership (“ Master Landlord ”) and Sublandlord, are parties to a certain Standard Industrial Net Lease, dated as of May 20, 2002, as amended by that certain First Amendment to Standard Industrial Net Lease, dated as of August 1, 2002, and as amended by that certain Second Amendment to Standard Industrial Net Lease, dated as of April 2, 2003 (collectively, the “ Master Lease ”), a copy of which is attached hereto as Exhibit A ;

      Whereas , pursuant to the terms of the Master Lease, Master Landlord has leased to Sublandlord, certain premises consisting of approximately 30,370 rentable square feet (the “ Master Lease Premises ”) and which are located in an office industrial center with a street address of 11404 and 11408 Sorrento Valley Road, San Diego, California 92121 (collectively, the “ Center ”);

      Whereas , the Center is part of an office industrial center (the “ Campus ”) which includes 11388 Sorrento Valley Road, San Diego, California 92121.

     (Initially capitalized terms not otherwise defined in this Sublease shall have the meanings attributed to such terms in the Master Lease, and unless otherwise expressly provided herein, all references in this Sublease to “Section” shall refer to the respective “Section” of the Master Lease and all references to “Paragraph” in this Sublease shall refer to the respective “Paragraph” of this Sublease.)

      Whereas , Sublandlord now desires to sublease to Subtenant and Subtenant now desires to sublease from Sublandlord a portion of the Master Lease Premises consisting of the entirety of the building located at 11408 Sorrento Valley Road (the “ Sublease Premises ”), on the terms, covenants and conditions hereinafter provided; and

      Now, Therefore , Sublandlord and Subtenant covenant and agree as follows:

      1.  Summary and Definitions . The following definitions apply in this Sublease:

          (a) Base Rent . Base Rent shall be as follows:

          (b) Improvement Allowance . Seventy Five Thousand Dollars ($75,000.00) (the “ Allowance ”).

          (c) Sublease Premises . A portion of the Master Lease Premises constituting approximately 9,187 Rentable Square Feet constituting the entire building located at 11408 Sorrento Valley Road, San Diego, California 92121 (the “ Building ”).

          (d) Term . The term of this Sublease (“ Sublease Term ”) shall commence on the later of the following two occurrences: (1) the date upon which Subtenant shall have obtained the consent of Master Landlord to this Sublease, which shall be diligently prosecuted (the “ Landlord Consent ”), or (2) January 15, 2010 (“ Sublease Commencement Date ”). The Sublease Term shall expire on January 14, 2013, or such earlier date on which this Sublease may be terminated in accordance with the provisions hereof or the provisions of the Master Lease, as incorporated herein (“ Sublease Expiration Date ”), in which case Sublandlord shall promptly provide Subtenant with prior written notice of such termination.

          (e) Early Access/Sirion Premises .

               (i) Sublandlord acknowledges that a portion of the Subleased Premises containing approximately eight thousand five hundred eighty-seven (8,587) Rentable Square Feet (the “ Sirion Premises ”) is currently leased to Sirion Therapeutics, Inc. (“ Sirion ”) pursuant to that certain Sublease Agreement dated as of September 5, 2006, and entered into by and between Sublandlord and Sirion (the “ Sirion Sublease ”) which expires by its terms on September 4, 2009 (the “ Sirion Sublease Expiration Date ”). For the period beginning on February 27, 2009, and continuing through the Sirion Sublease Expiration Date, Subtenant has had, and shall have, the right to access the approximately six hundred (600) Rentable Square Foot portion of the Subleased Premises that is not leased to Sirion under the Sirion Sublease (the “ Storage Space ”) for the purposes set forth and subject to the terms and conditions of that certain Alterations Agreement dated February 24, 2009. As full consideration for such early access to the Storage Space through the Sirion Sublease Expiration Date, Subtenant shall pay to Sublandlord a one time payment of Three Thousand Dollars ($3,000.00) promptly following Subtenant’s execution hereof. For the avoidance of doubt, Subtenant shall not be obligated to pay to Sublandlord any Operating Costs, Real Estate Taxes and Utilities pursuant to Paragraph 8 in connection with Subtenant’s use of the Storage Space prior to September 5, 2009.

               (ii) Sublandlord acknowledges that Subtenant also currently subsubleases and occupies an approximately two thousand seven hundred (2,700) Rentable Square Foot portion of the Sirion Premises (the “ Sub-Sublease Premises ”) pursuant to that certain Sub-Sublease Agreement dated as of January 27, 2009 and entered into by and between Subtenant and Sirion. Subtenant shall have the right, commencing as of September 5, 2009 and continuing through the Sublease Commencement Date, to continue to use and occupy the Sub-Sublease Premises and the Storage Space for any purpose permitted under the Master Lease; provided, however, that any such use and occupancy shall be subject to Subtenant’s obligations herein. In consideration for such access to, and use and occupancy of, the Sub-Sublease Premises and the Storage Space from September 5, 2009 through the Sublease Commencement Date, Subtenant shall pay to Sublandlord a base rent equal to Seven Thousand Four Hundred Twenty-Five Dollars ($7,425.00) per month, prorated for any partial months. For the avoidance of doubt, Subtenant shall be obligated to pay to Sublandlord all Operating Costs, Real Estate Taxes and Utilities pursuant to and in accordance with Paragraph 8 in connection with Subtenant’s use and occupancy of the Sub-Sublease Premises and the Storage Space from September 5, 2009 through the Sublease Commencement Date.

               (iii) In addition to the right of early access to, and use and occupancy of, the Sub-Sublease Premises pursuant to Paragraph 1(e)(ii) above, Subtenant also shall have the right, commencing as of September 5, 2009 (or such later date upon which Sirion vacates the Sirion Premises in conformity with the requirements of the Sirion Sublease) and continuing through the Sublease Commencement Date, to use and occupy all or any portion of the remainder of the Sirion Premises for any purpose permitted under the Master Lease; provided, however, that any such use and occupancy shall be subject to Subtenant’s obligations herein. For the avoidance of doubt, at such time as Subtenant commences to use and occupy all or any portion of the Sirion Premises for business purposes (as opposed to pre-occupancy construction activities) Subtenant shall be obligated to pay to Sublandlord Operating Costs, Real Estate Taxes and Utilities pursuant to and in accordance with Paragraph 8 allocable to the occupied portion of the Sirion Premises, but shall not be obligated to pay any additional base rent or other consideration therefore until the Sublease Commencement Date.

      2.  Sublease . Sublandlord hereby subleases to Subtenant, and Subtenant hereby subleases from Sublandlord, the Sublease Premises, together with all appurtenances thereto as provided in the Master Lease, for the Sublease Term and on the terms and conditions contained in this Sublease. Subtenant’s sublease of the Sublease Premises is subject to the terms and conditions of the Master Lease as incorporated herein and further subject to the terms and conditions of this Sublease.

      3.  Condition of Sublease Premises .

          (a) In entering into this Sublease, Subtenant acknowledges that, except as expressly set forth in this Sublease, Subtenant has not relied upon or been induced by any statements or representations of Sublandlord or any other parties or persons with respect to the physical condition of the Sublease Premises or with respect to any other matter affecting the Sublease Premises, that might be pertinent in considering the leasing of the Sublease Premises or the execution of this Sublease. Subtenant has, on the contrary and except as expressly set forth in this Sublease, relied solely on such investigations, examinations and inspections as Subtenant

has chosen to make or have made on its behalf. Upon taking possession of any portion of the Sublease Premises, Subtenant shall be deemed to have accepted such portion of the Sublease Premises in its then “as-is” “where-is” condition, except for Sublandlord’s remediation obligations set forth in Paragraph 3 of this Sublease.

          (b) Sublandlord represents and warrants that, to the best of its knowledge, the Sublease Premises presently complies with all laws, codes, ordinances and other governmental requirements applicable to the Sublease Premises. Sublandlord is not presently aware of any reason why, upon the occurrence of the Sublease Commencement Date, the Sublease Premises will not continue to comply with all laws, codes, ordinances and other governmental requirements then applicable to the Sublease Premises. Further, Sublandlord is not presently aware of any material defects in the Sublease Premises which will unreasonably interfere with the normal use and enjoyment of the Sublease Premises by any occupant thereof.

          (c) By taking possession of any portion of the Sublease Premises, Subtenant shall conclusively evidence that such portion of the Sublease Premises are fully completed and are suitable for Subtenant’s purposes, that such portion of the Building and such portion of the Sublease Premises are in good and satisfactory condition, and that Subtenant waives any defect therein.

          (d) Sublandlord shall complete an Exit Assessment as described in Section 14.8 of the Master Lease and shall obtain any required regulatory certification of the Sublease Premises promptly following the expiration or earlier termination of the Sirion Sublease but in any event no later than October 1, 2009, unless waived in writing by Subtenant.

      4.  Base Rent . During the Sublease Term, Subtenant shall pay Sublandlord, as rent for the Sublease Premises, the Base Rent as set forth in Paragraph 1 of this Sublease, without set-off or deduction whatsoever, except as otherwise provided herein. Base Rent shall be due and payable by Subtenant in immediately available funds, in advance on or before the first day of each calendar month without notice or demand.

      5.  Additional Rent . In addition to the Base Rent under Paragraph 4 above as well as the additional payment obligations set forth in Paragraph 1(e), any and all charges, expenses or other sums Subtenant is required to pay under the terms of this Sublease, including, without limitation, any additional rent required under the Master Lease, shall be deemed additional rent (“ Additional Rent ,” and together with Base Rent, “ Subtenant’s Rent ”) and shall be paid by Subtenant. Sublandlord shall have the same rights and remedies with respect to payment of Additional Rent as Sublandlord shall have with respect to the Base Rent. Subtenant shall remain responsible for Subtenant’s Rent and any other charges, expenses or other sums which first arise, accrue or are invoiced at any time during or after the expiration of the Sublease Term, whether by Sublandlord or Master Landlord, to the extent they arise or accrue with respect to any period during the Sublease Term from any liabilities or obligations of Subtenant under the provisions of this Sublease (including any obligations under the Master Lease which are incorporated herein as liabilities or obligations of Subtenant). Except as expressly set forth in Section 1(e) above, Subtenant shall not be required to pay any Additional Rent, or to perform any obligation that is (i) allocable to any period of time prior to the Sublease Commencement Date or following the expiration or sooner termination of the Sublease (for any reason other than

Subtenant’s default), (ii) allocable to any portion of the Master Premises other than the Sublease Premises, (iii) payable as a result of a default by Sublandlord of any of its obligations under the Master Lease, or as a result of the gross negligence or willful misconduct of Sublandlord or any of its agents, employees or contractors, or (iv) are incurred for the sole and exclusive benefit of Sublandlord.

      6.  Rent Payments .

          (a) Subtenant’s Rent and all other charges, expenses or other sums Subtenant is required to pay to Sublandlord hereunder shall be due and payable without billing or demand, and without deduction, set-off or counterclaim, except as otherwise provided herein, in lawful money of the United States of America, at Sublandlord’s address for notices in Paragraph 15 hereof or to such other person or at such other place as Sublandlord may designate in writing, and shall be due and payable by Subtenant to Sublandlord on or before the date specified in this Sublease, provided that if no date is specified as to the applicable payment, then on or before (i) three (3) business days prior to the corresponding date provided in the Master Lease for payment of the same by Sublandlord to Master Landlord (provided that in no event shall such period be shortened to a duration of less than two (2) business days) or (ii) if there is no corresponding date provided in the Master Lease for payment of the same by Sublandlord to Master Landlord, then ten (10) business days after written request from Sublandlord to Subtenant. The failure of Subtenant to make payment in full of Subtenant’s Rent or any other charges, expenses or other sums Subtenant is required to pay to Sublandlord hereunder by the due date provided herein for such payment, shall potentially subject Subtenant to the obligation to pay to Sublandlord interest in accordance with the provisions of Paragraph 18 .

          (b) If the Sublease Term commences on a day other than the first day of a calendar month or ends on a day other than the last day of a calendar month, then Subtenant’s Rent for the first and last fractional months of the Sublease Term shall be appropriately prorated.

          (c) Sublandlord may upon reasonable prior written notice (which notice shall include Master Landlord’s address and Master Landlord’s acknowledgement of such notice) instruct Subtenant to make any payment of Subtenant’s Rent directly to Master Landlord, in which event Subtenant shall timely make all such payments so instructed directly to Master Landlord (with a copy of the check to be contemporaneously forwarded by Subtenant to Sublandlord at the time of making of each such payment), and in such event Sublandlord shall have no responsibility to Subtenant for the payment of any such amount, and Subtenant shall be solely responsible for any interest or late charges that may be imposed as a result of any failure of Subtenant to have timely and properly made any such payment to Master Landlord. Any payment made directly by Subtenant to Master Landlord at the request of Sublandlord shall be credited against any of Subtenant’s Rent due under this Sublease as and when received by Master Landlord.

      7.  Use . Subtenant shall use and occupy the Sublease Premises only for the purposes permitted under, and in a manner consistent with, the provisions of the Master Lease. Subtenant will pay for any damage to any part of the Sublease Premises, Building or Center, subject to any applicable waiver of subrogation provisions, if (i) caused by any act or omission by Subtenant or Subtenant’s employees, agent, licensees, contractors or invitees and (ii) Sublandlord is required

to pay for such damage under the Master Lease. Subtenant will comply with applicable provisions of the Master Lease and the Center’s Rules and Regulations.

      8.  Operating Costs, Real Estate Taxes and Utilities .

          (a) Commencing on the Sublease Commencement Date, Subtenant shall pay Subtenant’s Pro Rata Share (as defined below) of Operating Costs (as defined in the Master Lease), Real Property Taxes (as defined in the Master Lease), and insurance costs incurred by Sublandlord under the Master Lease. As used herein, “ Subtenant’s Pro Rata Share ” means a fraction, the numerator of which is the Rentable Square Footage of the Sublease Premises and the denominator of which is the Rentable Square Footage of the Master Lease Premises. Subtenant’s Pro Rata Share shall be computed by Sublandlord on a monthly or other periodic basis selected by Sublandlord. As of the Commencement Date, Subtenant’s Pro Rata Share shall be thirty and twenty-five one-hundredths percent (30.25%). Subtenant’s shall pay the amount of such Pro Rata Share within ten (10) business days after receipt of a statement from Sublandlord. Subtenant agrees that fire system certification for the Sublease Premises will be an Operating Cost.

          (b) Sublandlord may incur actual, third-party, out-of-pocket costs and expenses related to the operation of the Center or Campus, as more specifically described on Exhibit F attached hereto (collectively, “ Additional Operating Costs ”). Subtenant shall be responsible for reimbursing Sublandlord for Subtenant’s prorate share of such Additional Operating Costs as provided below. Subtenant’s pro rata share of Additional Operating Costs shall be one hundred percent (100%) with respect to Additional Operating Costs that are incurred by Sublandlord for the sole benefit of the Sublease Premises. To the extent that the Additional Operating Costs are not for the sole benefit of the Sublease Premises and benefit or are related to the Campus and/or Center as a whole, then Subtenant’s pro rata share of the Additional Operating costs shall represent the ratio of the Rentable Square Footage of the Sublease Premises to the Rentable Square Footage of the Campus and/or the Center, as applicable; provided, however, that in no event shall Subtenant have any obligation to reimburse Sublandlord under this Sublease for any Additional Operating Costs that are incurred for the sole benefit of premises other than those located at 11408 Sorrento Valley Road. Subtenant shall pay the amount of such pro rata share within ten (10) business days after receipt of a statement from Sublandlord along with reasonable documentary evidence of Sublandlord’s payment of such costs. Subtenant shall bear such Additional Operating Costs commencing on the Sublease Commencement Date. The Additional Operating Costs shall be included in the defined term Subtenant’s Rent.

          (c) To the extent not separately metered or monitored with respect to the Sublease Premises, Sublandlord shall use commercially reasonable efforts to provide those utilities set forth in Exhibit D attached hereto (as provided in the Sublease Premises, the “ Utilities ”). Subtenant shall be responsible for its Pro Rata Share of Sublandlord’s cost of those Utilities in accordance with Paragraph 8(a) above. Sublandlord shall in no way be liable or responsible for any loss, damage or expense the Subtenant may sustain or incur by reason of any change, failure, interruption, interference or defect in the supply or character of the electricity or other Utilities supplied to the Sublease Premises. Sublandlord makes no representation or warranty as the suitability of the Utility service for Subtenant’s requirements, and no such

change, failure, defect, unavailability or unsuitability shall constitute any actual or constructive eviction, in whole or in part, or entitle Subtenant to any abatement or diminution of rent, or relieve Subtenant of any of its obligations under this Sublease. Sublandlord shall not be liable in damages or otherwise for any failure or interruption of any Utility service, and no such failure or interruption shall entitle Subtenant to terminate this Sublease or abate the rent due hereunder.

      9.  Status of Master Lease .

          (a) Sublandlord and Subtenant confirm and agree that this Sublease is subject and subordinate to all of the terms, covenants and conditions of the Master Lease and to the matters to which the Master Lease shall be subordinate. Without limiting the generality of the foregoing, in the event of termination of Sublandlord’s interest under the Master Lease for any reason (including, without limitation, upon the occurrence of any casualty or condemnation pertaining to the Sublease Premises) this Sublease shall terminate coincidentally therewith and Sublandlord shall return to Subtenant any prepaid Subtenant’s Rent not applied to a default of Subtenant within twenty (20) days of such termination.

          (b) Sublandlord represents to Subtenant that the Master Lease represents that entire agreement between Master Landlord and Sublandlord respecting the subject matter thereof, is in full force and effect, and, that to Sublandlord’s knowledge, no default or event that, with the passing of time or the giving of notice or both, would constitute a default, exists on the part of Sublandlord, or, to Sublandlord’s knowledge, the Master Landlord. Sublandlord agrees to perform all of its obligations under the Master Lease and, except for a termination of the Master Lease in connection with a casualty or condemnation pursuant to Sublandlord’s express rights as set forth therein, to maintain the Master Lease in full force and effect, except to the extent that any failure to maintain the Master Lease is due to the failure of Subtenant to comply with any of its obligations under this Sublease. Sublandlord shall not amend or modify the Master Lease in such a manner as to materially adversely affect Subtenant’s use of the Subleased Premises or increase the obligations or decrease the rights of Subtenant hereunder, without the prior written consent of Subtenant, which may be granted or withheld at Subtenant’s sole discretion.

          (c) If Sublandlord fails to pay any sum of money to Master Landlord, or fails to perform any other act on its part to be performed under the Master Lease or this Sublease, then Subtenant may, but shall not be obligated to, make such payment or perform such act. All such sums paid, and all reasonable costs and expenses of performing any such act, shall be payable by Sublandlord to Subtenant upon demand.

          (d) In the event that Subtenant desires to make any alterations or improvements, or otherwise take any action that will require the consent of Master Landlord, then Subtenant shall process such consent with the Master Landlord. Sublandlord shall cooperate, at no cost or expense to Sublandlord in connection with Subtenant obtaining such consent of Master Landlord.

      10.  Incorporation of Master Lease Terms .

          (a) The applicable terms, covenants and conditions contained in the Master Lease are hereby incorporated herein and shall, as between Sublandlord and Subtenant, constitute additional terms, covenants and conditions of this Sublease, except to the extent set forth below. Except as provided in this Paragraph 10 , all references in the Master Lease to “Landlord,” “Tenant,” “Lease,” “Premises,” “Commencement Date” and “Rent” shall, for purposes of incorporation thereof into this Sublease, mean and refer to “Sublandlord,” “Subtenant,” “Sublease,” “Sublease Premises,” “Sublease Commencement Date” and “Subtenant’s Rent,” respectively. Subtenant agrees to be bound by the provisions of the Master Lease incorporated herein and to keep, observe and perform for the benefit of the Master Landlord and Sublandlord each off the terms, covenants and conditions on its part to be kept, observed and performed hereunder as well as those applicable terms, covenants and conditions to be observed and performed by Sublandlord as Tenant under the Master Lease with respect to the Sublease Premises. Without limiting the foregoing, Subtenant shall not commit or permit to be committed on the Sublease Premises any act or omission which shall violate any term, covenant or condition of the Master Lease. Subtenant shall under no circumstances have any rights with respect to the Sublease Premises greater than Sublandlord’s rights under the Master Lease.

          (b) In the event of conflict between any provision of the Master Lease which is incorporated herein as described above in this Paragraph 10 and any provision of this Sublease, the provisions of this Sublease shall control.

          (c) The following Sections and provisions of the Mater Lease do not apply to, shall not be a part of, and are not incorporated into this Sublease.

Exhibits B “ Rules and Regulations ” and C “ Sign Criteria ” to the Master Lease shall be incorporated into this Sublease but all other exhibits and references thereto as well as the First Amendment and Second Amendment shall be excluded.

          (d) References in the following sections of the Master Lease to “Landlord” shall be deemed to refer to Master Landlord only: 7.2, 9.1, 9.4, 9.7, 11.5, and 24.24.

          (e) The reference to “Avanir Pharmaceuticals” in Section 14.2 shall be deemed to refer to Halozyme, Inc.

          (f) Sublandlord and Subtenant agree that Sublandlord shall not be responsible or liable to Subtenant for the performance or non-performance of any obligations of Master Landlord under the Master Lease, and in furtherance thereof agree as follows:

               (i) Except as otherwise specifically set forth in this Sublease, Sublandlord shall not be required to provide or perform any insurance and services or any alterations, improvements, improvement allowances or other construction obligations as to the Sublease Premises. Notwithstanding anything to the contrary contained in this Sublease, Sublandlord shall not be required to (A) perform any maintenance or make any of the repairs to the Sublease Premises, Building or the Center, (B) comply with any laws or requirements of governmental authorities regarding the maintenance or operation of the Sublease Premises after Subtenant takes possession of the Premises or prior thereto the extent required to be complied with by Master Landlord under the Master Lease, (C) take any other action relating to the operation, maintenance, repair, alteration or servicing of the Sublease Premises that Master Landlord may have agreed to provide, furnish, make, comply with, or take, or cause to be provided, furnished, made, complied with or taken under the Master Lease, or (D) provide Subtenant with any rebate, credit, allowance or other concession required of Master Landlord for any reason pursuant to the Master Lease unless Sublandlord receives a rent abatement with respect to the Sublease Premises and Subtenant is not in default of its obligations under the Sublease, beyond all applicable notice and cure periods. Sublandlord makes no representation or warranty of quiet enjoyment as to any persons claiming by, through or under Master Landlord, but Sublandlord represents and warrants quiet enjoyment as against any person claiming by, through or under Sublandlord.

               (ii) Sublandlord agrees, upon request of Subtenant, to use reasonable efforts, at Subtenant’s sole cost and expense, to cause Master Landlord to provide, furnish, or comply with any of Master Landlord’s obligations under the Master Lease or to provide any required consents or approvals; provided, however, that Sublandlord shall not be obligated to use such efforts or take any action which, in Sublandlord’s reasonable judgment, might give rise to a default by Sublandlord under the Master Lease. Such efforts shall include, without limitation, upon Subtenant’s request, notifying Master Landlord within two (2) business days of its non-performance under the Master Lease and requesting that Master Landlord perform its obligations thereunder. If Master Landlord shall default in the performance of any of its obligations under the Master Lease or at law, Sublandlord shall, upon request and at the expense of Subtenant, cooperate with Subtenant in the prosecution of any reasonable action or proceeding, in order to have Master Landlord (A) make such repairs, furnish such electricity, provide such services or

comply with any other obligation of Master Landlord under the Master Lease or as required by law, and/or (B) compensate Subtenant for any earlier default by Master Landlord in the payment or performance of its liabilities and obligations under the Master Lease during the Sublease Term. Such cooperation shall include assigning Sublandlord’s rights under the Master Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Master Landlord to obtain the performance of Master Landlord’s obligations under the Master Lease; provided, however, that if Subtenant commences a lawsuit or other action, Subtenant shall pay all costs and expenses incurred in connection therewith (with any matter affecting the Sublease Premises, or a proportionate share of such costs if the matter also effects the Master Premises), and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs and expenses incurred by Sublandlord in connection therewith.

               (iii) Subtenant shall not make any claim against Sublandlord for any damage which may arise by reason of: (A) the failure of Master Landlord to keep, observe or perform any of its obligations under the Master Lease; or (B) the acts or omissions of Master Landlord or its employees, agents, licensees, contractors or invitees.

               (iv) Subtenant agrees that any waiver of liability, waiver of subrogation rights, or indemnification provisions in the Master Lease which are incorporated herein as waivers or obligations of Subtenant (including, but not limited to, in Sections 9.5, 12.2, 13 and 14.5 of the Master Lease, to the extent applicable to and incorporated in this Sublease), shall be deemed expanded so as to provide for Subtenant to make such waivers and provide such indemnities not only in favor of Sublandlord, but also in favor of Master Landlord, and the respective affiliated employees, agents and the like of both Sublandlord and Master Landlord as enumerated in such provisions.

          (g) In the event that Sublandlord, as Tenant, is entitled to termination rights for all or a portion of the Sublease Premises, including, without limitation, as a result of (i) damage and destruction under Section 16 of the Master Lease, or (ii) a partial condemnation under Section 17 of the Master Lease, then Subtenant shall be entitled to similar termination rights with respect to the portion or all of the Sublease Premises affecte