{"id":41717,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/333-lakeside-drive-foster-city-ca-lease-wcb-sixteen-lp-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"333-lakeside-drive-foster-city-ca-lease-wcb-sixteen-lp-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/333-lakeside-drive-foster-city-ca-lease-wcb-sixteen-lp-and.html","title":{"rendered":"333 Lakeside Drive (Foster City, CA) Lease &#8211; WCB Sixteen LP and Gilead Sciences Inc."},"content":{"rendered":"<pre>                                     VINTAGE PARK\n                               Foster City, California\n                                   GILEAD SCIENCES\n\n                               RESEARCH AND DEVELOPMENT\n                                        LEASE\n\n                               BASIC LEASE INFORMATION\n\n\nDate:              June 24, 1996\n\nLandlord:          WCB SIXTEEN LIMITED PARTNERSHIP\n\nTenant:       GILEAD SCIENCES, INC., a Delaware corporation\n\n\n                                                           Lease Reference\n                                                           ---------------\n\nPremises and               333 Lakeside Drive              Paragraph 1\nBuilding                   Foster City, California\n                           approximately 37,104\n                           square feet\n\nTerm Commencement:         August 1, 1996                  Paragraph 2\n\nTerm Expiration:           March 31, 2006                  Paragraph 2\n\nBase Rent:                                                 Paragraph 3(a)\n                           August 1, 1996 through\n                           July 31, 1997                   $48,235.20 per mo.\n                           August 1, 1997 through\n                           July 31, 1998                   $50,646.96 per mo.\n                           August 1, 1998 through\n                           July 31, 1999                   $53,179.31 per mo.\n                           August 1, 1999 through\n                           July 31, 2000                   $55,838.27 per mo.\n                           August 1, 2000 through\n                           July 31, 2001                   $58,630.19 per mo.\n                           August 1, 2001 through\n                           July 31, 2002                   $61,561.70 per mo.\n                           August 1, 2002 through\n                           July 31, 2003                   $64,639.78 per mo.\n                           August 1, 2003 through\n                           July 31, 2004                   $67,871.77 per mo.\n\n\n                                         -i-\n\n\n\n                           August 1, 2004 through\n                           July 31, 2005                   $71,265.35 per mo.\n                           August 1, 2005 through\n                           March 31, 2006                  $74,828.62 per mo.\n\nTenant's Percentage Share  100%                            Paragraph 4(a)\n\nInitial Estimated Monthly  $0.37 per square foot per       Paragraph 4(c)\nOperating Expenses and     month\nProperty Taxes:\n\nSecurity Deposit:          None                            Paragraph 15\n\nLandlord's Address         WCB Sixteen Limited             Paragraph 19\nfor Notices:               Partnership\n                           c\/o WCB Properties\n                           393 Vintage Park Drive,\n                           Suite 200\n                           Foster City, CA  94404\n\nTenant's Address for       Gilead Sciences, Inc.\nNotices:                   353 Lakeside Drive\n                           Foster City, CA 94404\n                           Attn: General Counsel\n\nExhibits                   EXHIBIT A: Diagrams of          Paragraph 25\n                           Premises\n                           EXHIBIT B: 355 Lakeside Drive\n                                      First Offer Space    Paragraph 21\n\nThe provisions of the Lease identified above in the margin are those provisions\nwhere references to particular Basic Lease Information appear.  Each such\nreference shall incorporate the applicable Basic Lease Information.  In the\nevent of any conflict between any Basic Lease Information and the Lease, the\nlatter shall control.\n\nTENANT:\n\n                                       LANDLORD:\n\nGILEAD SCIENCES, INC., a               WCB SIXTEEN LIMITED PARTNERSHIP,\nDelaware corporation                   a Delaware limited partnership\n\nBy \/s\/ John C. Martin                  By: WCB Sixteen, Inc.,\n  ---------------------------------     a Delaware corporation,\n Its CEO                                general partner\n    -------------------------------\n                                   \n\nBy \/s\/ Mark L. Perry                   By \/s\/ Wallace G. Murfit\n  ---------------------------------      ------------------------------------\n Its   Vice President                   Its V.P.\n     and General Counsel                   ----------------------------------\n    -------------------------------\n\n\n                                         -ii-\n\n\n\n                                     VINTAGE PARK\n\n                                   GILEAD SCIENCES\n\n                            RESEARCH AND DEVELOPMENT LEASE\n\n                                        INDEX\n\n\n1.   Premises...............................................................  1\n2.   Term...................................................................  1\n3.   Rent...................................................................  1\n4.   Taxes and Operating Expenses...........................................  3\n5.   Other Taxes............................................................  5\n6.   Use....................................................................  6\n7.   Utilities..............................................................  7\n8.   Maintenance, Repairs and Alterations...................................  7\n9.   Insurance and Indemnity................................................  9\n10.  Damage or Destruction.................................................. 10\n11.  Eminent Domain......................................................... 11\n12.  Assignment and Subletting.............................................. 11\n13.  Default by Tenant...................................................... 14\n14.  Default by Landlord.................................................... 16\n15.  Security Deposit....................................................... 16\n16.  Estoppel Certificate................................................... 16\n17.  Subordination.......................................................... 16\n18.  Attorneys' Fees........................................................ 17\n19.  Notices................................................................ 17\n20.  Options to Extend Term................................................. 17\n21.  Rights of First Offer.................................................. 19\n22.  Parking................................................................ 20\n23.  Personal Property...................................................... 20\n24.  Signs.................................................................. 20\n25.  General Provisions..................................................... 20\n26.  Exhibits............................................................... 22\n\n\n                                        -iii-\n\n\n\n                                   GILEAD SCIENCES\n                               RESEARCH AND DEVELOPMENT\n                                        LEASE\n\n                     --------------------------------------------\n\n\n             THIS LEASE, dated June 24, 1996, for purposes of reference only,\nis made and entered into by and between WCB SIXTEEN LIMITED PARTNERSHIP, a\nDelaware limited partnership ('Landlord'), and GILEAD SCIENCES, INC., a Delaware\ncorporation ('Tenant').\n\n                                      WITNESSETH\n\n      1.     PREMISES.  Landlord hereby leases to Tenant, and Tenant hereby\nleases from Landlord for the term of this Lease and at the rental and upon the\nconditions set forth below, the premises described in the Basic Lease\nInformation and identified on the floor plan attached hereto as Exhibit A.\nTenant shall accept the premises in its 'as-is' condition at the commencement of\nthe term.  Landlord shall use commercially reasonable efforts to enforce any\nwarranty rights it may have against any contractor or manufacturer with regard\nto any defects in workmanship or materials in connection with the premises and\nany tenant improvements installed therein by Landlord.  The premises are located\nwithin the building (the 'Building') commonly known as described in the Basic\nLease Information.  Notwithstanding the foregoing, Landlord shall be responsible\nat its sole cost and expense for any improvements or modifications to all\nexterior areas on the parcel on which the Building is located which are required\nto be made pursuant to the Americans with Disabilities Act (42 U.S.C. Sections\n12101-12213).\n\n      2.     TERM.\n\n             The term of this Lease shall commence on the date described in\nthis paragraph 2 and, unless sooner terminated as hereinafter provided, shall\nend on the date specified in the Basic Lease Information.  The premises are\ncurrently occupied by Nortel who has agreed with Landlord to vacate and deliver\nthe premises to Tenant on or before August 1, 1996.  Landlord at its expense\nshall exercise due diligence in order to be able to deliver possession of the\npremises to Tenant by August 1, 1996 and, if Landlord is unable to cause\npossession of the premises to be delivered to Tenant by August 1, 1996, this\nLease shall not be void or voidable, nor shall Landlord be liable to Tenant for\nany loss or damage resulting therefrom, but the commencement date shall be\npostponed until the premises shall be delivered to Tenant.  No delay in delivery\nof possession shall operate to extend the term.\n\n      3.     RENT.\n\n             (a)    Tenant shall pay to Landlord as rental the amount specified\nin the Basic Lease Information as the Base Rent, payable in advance on the\ncommencement of the term and on or before the first day of each and every\nsuccessive calendar month during the term.\n\n\n                                         -1-\n\n\n\nIf the term commences on other than the first day of a calendar month, the first\npayment of rent shall be appropriately prorated on the basis of a 30-day month.\n\n             (b)    Tenant shall pay, as additional rent, all amounts of money\nrequired to be paid to Landlord by Tenant hereunder in addition to monthly rent,\nwhether or not the same be designated 'additional rent.' If such amounts are not\npaid at the time provided in this Lease, they shall nevertheless be a\ncollectable as additional rent With the next installment of monthly rent\nthereafter falling due, but nothing herein contained shall be deemed to suspend\nor delay the payment of any amount of money at the time the same becomes due and\npayable hereunder, or limit any other remedy of Landlord.\n\n             (c)    Tenant hereby acknowledges that late payment by Tenant to\nLandlord of rent and other amounts due hereunder after the expiration of any\napplicable grace period will cause Landlord to incur costs not contemplated by\nthis Lease, the exact amount of which will be extremely difficult to ascertain.\nSuch costs include, but are not limited to, processing and accounting charges,\nand late charges which may be imposed on Landlord by the terms of any trust deed\ncovering the premises.  Accordingly, if any installment of rent or any other\nsums due from Tenant shall not be received by Landlord for a period of ten days\nafter notice by Landlord the same is due, which ten day notice period shall\ninclude any other notice period provided Tenant under California law (provided\nthat if Tenant has failed one or more times in the prior 12-month period to pay\nany rent or other sum when due, no grace period shall be applicable hereunder),\nTenant shall pay to Landlord a late charge equal to 6% of such overdue amount.\nThe parties hereby agree that such late charge represents a fair and reasonable\nestimate of the costs Landlord will incur by reason of late payment by Tenant.\nAcceptance of such late charge by Landlord shall in no event constitute a waiver\nof Tenant's default with respect to such overdue amount, nor prevent Landlord\nfrom exercising any of the other rights and remedies granted hereunder.\n\n             (d)    Any amount due to Landlord, if not paid for a period of ten\ndays after notice by Landlord the same is due, Which ten day notice period shall\ninclude any other notice period provided Tenant under California law (provided\nthat if Tenant has failed one or more times in the prior 12-month period to pay\nany rent or other sum when due, no grace period shall be applicable hereunder)\nshall bear interest from the date due until paid at the rate of 10% per annum\nor, if a higher rate is legally permissible, at the highest rate legally\npermitted, provided that interest shall not be payable on late charges incurred\nby Tenant nor on any amounts upon which late charges are paid by Tenant to the\nextent such interest would cause the total interest to be in excess of that\nlegally permitted.  Payment of interest shall not excuse or cure any default\nhereunder by Tenant.\n\n             (e)    All payments due from Tenant to Landlord hereunder shall be\nmade to Landlord without deduction or offset in lawful money of the United\nStates of America at Landlord's address for notices hereunder, or to such other\nperson or at such other place as Landlord may from time to time designate in\nwriting to Tenant.\n\n\n                                         -2-\n\n\n\n      4.     TAXES AND OPERATING EXPENSES.\n\n             (a)    This Lease is a net lease and Base Rent and additional rent\nshall be paid to and received by Landlord net of all costs and expenses to\nLandlord other than taxes upon the income of Landlord from all sources.  Tenant\nshall pay its percentage share, as specified in the Basic Lease Information, of\nall Property Taxes assessed in respect of the Building during the term, and its\npercentage share of all Operating Expenses paid or incurred by Landlord during\nthe term.  For the purposes hereof, 'Property Taxes' shall mean all real\nproperty taxes and assessments or governmentally imposed fees or charges (and\nany tax or fee levied wholly or partly in lieu thereof) levied, assessed,\nconfirmed, imposed, or which have become a lien against the Building (which for\nthe purposes of defining 'Property Taxes' shall include the land underlying the\nBuilding) or payable during the term.  For the purposes hereof, 'Operating\nExpenses' shall mean all expenses and costs of every kind and nature which\nLandlord shall pay or become obligated to pay because of or in connection with\nthe ownership and operation of the Building and surrounding property and\nsupporting facilities, including, without limitation: (1) all costs of\noperation, maintenance and repair of the Building, (2) the cost of all insurance\nmaintained by Landlord with respect to the Building, and (3) the share allocable\nto the Building of dues and assessments payable under any reciprocal easement or\ncommon area maintenance agreements or declarations or to any owners'\nassociations affecting the Building.  Landlord shall not collect in excess of\none hundred percent (100%) of all of Landlord's Operating Expenses and Landlord\nshall not recover, through Operating Expenses, any item of cost more than once.\nOperating Expenses for each calendar year shall be adjusted to equal Landlord's\nreasonable estimate of Operating Expenses had the total rentable area of the\nBuilding been occupied.\n\n             (b)    In the event the Building is not separately assessed for\ntax purposes, then the Property Taxes to be paid by Tenant shall be Tenant's\npercentage share of the product obtained by multiplying the total of the real\nproperty taxes and assessments levied against the tax parcel of which the\nBuilding is a part by a fraction the numerator of which is the rentable area of\nthe Building and the denominator of which is total rentable area of all\nimprovements located within the tax parcel of which the Building is a part.\n\n             (c)    Tenant shall pay to Landlord each month at the same time\nand in the same manner as monthly rent Tenant's percentage share of 1\/12th of\nLandlord's estimate of Property Taxes and Operating Expenses for the then\ncurrent calendar year, which for the calendar year for term commencement as set\nforth in the Basic Lease Information shall be the monthly amount specified\ntherein.  Within 90 days after the close of each calendar year, or as soon after\nsuch 90-day period as practicable, Landlord shall deliver to Tenant a statement\nof actual Property Taxes and Operating Expenses for such calendar year.  If on\nthe basis of such statement Tenant owes an amount that is less than the\nestimated payments for such calendar year previously made by Tenant, Landlord\nshall refund such excess to Tenant.  If on the basis of such statement Tenant\nowes an amount that is more than the estimated payments for such calendar year\npreviously made by Tenant, Tenant shall pay the deficiency to Landlord within 30\ndays after delivery of the statement.  The obligations of Landlord and Tenant\nunder this subparagraph with respect to the reconciliation between estimated\npayments and actual Property Taxes and Operating Expenses for the last year of\nthe term\n\n\n                                         -3-\n\n\n\nshall survive the termination of the Lease.  Tenant shall have the right, upon\nreasonable prior notice given within 90 days following the delivery of\nLandlord's statement to Tenant, to audit Landlord's records as such pertain to\nthe calculation of Operating Expenses and Property Taxes during the period\ncovered by Landlord's statement.\n\n             (d)    Notwithstanding anything in the foregoing to the contrary,\nOperating Expenses shall not include the following:\n\n                    (i)      leasing commissions, attorneys' fees, costs,\n      disbursements, and other expenses incurred in connection with\n      negotiations or leasing, renovating, or improving space for tenants or\n      other occupants or prospective tenants or other occupants of the\n      Building;\n\n                    (ii)     costs, including those for permits, licenses and\n      inspection fees incurred in renovating or otherwise improving or\n      decorating, painting or redecorating vacant space or space for other\n      tenants or occupants of the Building;\n\n                    (iii)    Landlord's cost of any service sold to any tenant\n      or other occupant for which Landlord is entitled to be reimbursed as an\n      additional charge or rental over and above the basic rent and escalations\n      payable under the lease with that tenant or other occupant;\n\n                    (iv)     costs incurred by Landlord for alterations or\n      additions that are considered capital improvements and replacements under\n      generally accepted accounting principles, except for the cost or portion\n      thereof properly allocable to the premises of any capital improvements\n      made to the Building by Landlord after the date of this Lease that\n      reduces other Operating Expenses or are required for the health and\n      safety of tenants, or made to the Building by Landlord after the date of\n      this Lease that are required under any governmental law or regulation\n      that Was not applicable to the Building at the time it was constructed\n      (except for any required improvements associated with the Americans with\n      Disabilities Act pursuant to paragraph 1), such cost or allocable portion\n      thereof to be amortized over such reasonable period as Landlord shall\n      determine together with interest on the unamortized balance at the rate\n      of 10% per annum or such higher rate as may have been paid by Landlord on\n      funds borrowed for the purpose of constructing such capital improvements;\n\n                    (v)      any depreciation and amortization on the Building;\n\n                    (vi)     expenses in connection with services or other\n      benefits of a type that are not provided Tenant but which are provided\n      another tenant or occupant in the Building;\n\n                    (vii)    management fees in excess of 5% of gross rentals\n      from the Building paid to Landlord's subsidiaries or affiliates for\n      management or other services on or to the Building or for supplies or\n      other materials to the extent that the costs of the services, supplies,\n      or materials exceed the cost that would have been paid had the\n\n\n                                         -4-\n\n\n\n      services, supplies or materials been provided by unaffiliated parties on\n      a competitive basis;\n\n                    (viii)   interest on debt or amortization payments, or\n      increases in interest or debt under any mortgages and rental under any\n      ground or underlying lease or changes in deeds of trust or other debt for\n      borrowed money;\n\n                    (ix)     any compensation paid to clerks, attendants, or\n      other persons in commercial concessions operated by Landlord;\n\n                    (x)      rental or other expenses incurred in leasing air\n      conditioning systems, elevators, or other equipment ordinarily considered\n      to be of a capital nature except equipment used in providing janitorial\n      services, when such equipment is not affixed to the Building;\n\n                    (xi)     all items and services for which Tenant reimburses\n      Landlord or pays third persons or which Landlord provides selectively to\n      one or more tenants without reimbursement;\n\n                    (xii)    advertising and promotional expenditures;\n\n                    (xiii)   repairs and other work occasioned by fire,\n      windstorm or other casualty of an insurable nature paid from insurance or\n      condemnation proceeds;\n\n                    (xiv)    Landlord's cost of electricity and other services\n      that are sold to any tenant, including Tenant, and for which Landlord is\n      reimbursed as an additional charge, over and above the basic rent and any\n      increases payable under the lease with any such tenant;\n\n                    (xv)     acquisition costs for sculpture, paintings or\n      other objects of art;\n\n                    (xvi)    wages, salaries or other compensation paid to any\n      executive employees above the grade of property manager;\n\n                    (xvii)   the cost of correcting any code violations which\n      were violations prior to the commencement of the term of the Lease; and\n\n                    (xviii)  all costs of remedying any contamination by\n      hazardous Materials (as defined in paragraph 6 below) of the Building,\n      the underlying land and the surrounding area, unless such materials are\n      discharged on or from the Building by Tenant, its agents, subtenants,\n      contractors or assigns.\n\n      5.     OTHER TAXES.  Tenant shall pay or reimburse Landlord for (i) any\ntaxes upon, measured by or reasonably attributable to the cost or value of\nTenant's equipment, furniture, fixtures, and other personal property located in\nthe premises or leasehold improvements made in or to the premises at Tenant's\nexpense, (ii) any taxes, assessments, fees, or charges\n\n\n                                         -5-\n\n\n\nimposed by any public authority or private community maintenance association\nupon or by reason of the development, possession, use or occupancy of the\npremises or the parking facilities used by Tenant in connection with the\npremises, and (iii) any gross receipts tax imposed with respect to the rental\npayable hereunder.\n\n      6.     USE.\n\n             (a)    The premises shall be used and occupied by Tenant solely\nfor general office, chemistry laboratory, biology laboratory, animal testing\nfacility, and pilot manufacturing of pharmaceuticals and for no other purposes\nwithout the prior consent of Landlord, which consent shall not unreasonably be\nwithheld with respect to proposed uses which are not inconsistent with those\nthen-existing within the Vintage Park Project.  Tenant shall, at Tenant's\nexpense, comply promptly with all applicable statutes, ordinances, rules,\nregulations, orders, and requirements in effect during the term regulating\nTenant's activities or the use by Tenant of the premises.  Tenant shall not use\nor permit the use of the premises in any manner that will tend to create waste\nor a nuisance, which shall tend unreasonably to disturb other tenants of the\nBuilding, or which shall violate the terms of any recorded restrictions\naffecting the Building, nor shall Tenant place or maintain any signs on or\nvisible from the exterior of the premises without Landlord's written consent, or\nuse any corridors, sidewalks, or other areas outside of the premises for storage\nor any purpose other than access to the premises.  Subject to the provisions of\nparagraph 6(b) below, Tenant shall not use, keep, or permit to be used or kept\non the premises any foul or noxious gas or substance or any hazardous or toxic\nmaterial, nor shall Tenant do or permit to be done anything in and about the\npremises, either in connection with activities hereunder expressly permitted or\notherwise, which would cause a cancellation of any policy of insurance\nmaintained by Landlord in connection with the premises or the Building or which\nwould violate the terms of any covenants, conditions, or restrictions affecting\nthe Building or the land on which it is located.\n\n             (b)    Tenant may use, generate, store and dispose of any\nhazardous, toxic, or radioactive materials (collectively 'Hazardous Materials'),\nbut Landlord may prohibit Tenant's use, generation, storage or disposal of any\nHazardous Materials at any time provided that the Landlord shall have reasonable\njustification for such prohibition taking into consideration the uses in\ncomparable business parks which permit bio-technology or pharmaceutical uses.\nIn this event, Tenant shall cease to use such Hazardous Materials within fifteen\n(15) days after receipt of written notice by Landlord specifying the grounds for\nsuch prohibition.  Tenant shall endeavor to give Landlord prior notice of the\nuse, generation, storage or disposal of such materials and shall in any event\nprovide such notice not later than 30 days following commencement of such use,\ngeneration, storage or disposal.  Tenant shall strictly comply with all\nstatutes, laws, ordinances, rules, regulations, and precautions now or hereafter\nmandated or advised by any federal, state, local or other governmental agency\nwith respect to the use, generation, storage, or disposal of Hazardous\nMaterials.  As herein used, Hazardous Materials shall include, but not be\nlimited to, those materials identified in Sections 66680 through 66685 of Title\n22 of the California Administrative Code, Division 4, Chapter 30, as amended\nfrom time to time, and those substances defined as 'hazardous substances,'\n'hazardous materials,' 'hazardous wastes,' or other similar designations in the\n\n\n                                         -6-\n\n\n\nComprehensive Environmental Response, Compensation and Liability Act of 1980, as\namended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery\nAct, 42 U.S.C. Section 6901 et seq., the Hazardous Materials Transportation Act,\n49 U.S.C. Section 1801 et seq. and any other applicable governmental statutes,\nlaws, ordinances, rules, regulations, and precautions.  Tenant shall provide\nLandlord a complete and accurate list of all Hazardous Materials used,\ngenerated, stored, or disposed of on or about the premises or the Building at\nany time within ten days of a request by Landlord for such list, provided such\nrequest does not occur more than one time in any 12-month period, except if an\nextraordinary event occurs (i.e., sale or refinancing of the Building).  Tenant\nshall also provide Landlord with copies of any Business Plans or other permanent\napplication for the use of Hazardous Materials that Tenant has submitted, or\nwill submit, to any governmental agencies as well as copies of any notices to\nTenant from governmental agencies with respect to Hazardous Materials.  In\naddition to Landlord's other inspection rights, Tenant shall permit Landlord to\nenter upon the premises at reasonable times, accompanied by an employee of\nTenant, to determine the existence and means of use, storage and disposal by\nTenant of Hazardous Materials.  Landlord's right of inspection shall be subject\nto compliance with applicable government secrecy and Tenant's reasonable\nsecurity requirements and Landlord shall maintain any trade secrets it obtains\nin the course of such inspections in strict confidence and shall not disclose\nsuch information except as may be required by law.\n\n      7.     UTILITIES.\n\n             (a)    Tenant shall pay for all water, sewer, gas, electricity,\nheat, cooling energy, telephone, refuse collection, and other utility-type\nservices furnished to Tenant or the premises, together with all related\ninstallation or connection charges or deposits.  Wherever it is practical to do\nso such services shall be separately metered or charged to Tenant by the\nprovider thereof and paid for directly by Tenant.  If, in Landlord's reasonable\njudgment, Tenant's use of water in any portion of the premises located in a\nmulti-tenant building, is extraordinary, Landlord may install a meter to measure\nTenant's water consumption, and Tenant shall reimburse Landlord for the cost of\nsuch meter within 30 days of Landlord's request.  To the extent any of the\nforegoing services are provided by Landlord, Tenant shall reimburse Landlord for\nall costs incurred by Landlord in connection with the proVision of such services\nbased on Landlord's reasonable estimate of the level of Tenant's use or\nconsumption of such services.  Landlord shall bill Tenant on a monthly or other\nperiodic basis for such services and payment shall be made by Tenant within 10\ndays after submittal of Landlord's statement.\n\n             (b)    Landlord shall not be in default hereunder or be liable for\nany damages directly or indirectly resulting therefrom, and there shall not be\nany rent abatement, by reason of any interruption or curtailment whatsoever in\nutility services.\n\n      8.     MAINTENANCE, REPAIRS AND ALTERATIONS.\n\n             (a)    Subject to the provisions of paragraph 10 below, and except\nfor damages caused by Tenant, its agents or invitees, Landlord shall keep in\ngood condition and\n\n\n                                         -7-\n\n\n\nrepair the foundations and exterior walls and roof of the Building and all\ncommon areas within the Building not leased to tenants.\n\n             (b)    Tenant shall, at Tenant's expense, maintain the interior\nportion of the premises (including, but not limited to, all plumbing and\nelectrical connections, outlets and lightbulbs) and any exterior glass or\nskylights in good condition and repair.  If Tenant fails to do so Landlord may,\nbut shall not be required to, enter the premises and put them in good condition,\nand Landlord's costs thereof shall automatically become due and payable as\nadditional rent.  Tenant shall be responsible for the provision, at its own\nexpense, of appropriate janitorial service for the premises.  Tenant shall also\ncause to be maintained, at its expense and in good operating condition and\nrepair, all heat, ventilating, and air conditioning equipment installed in the\npremises.  If Landlord so elects, by notice to Tenant following Landlord's\ndetermination that Tenant has not itself maintained such heating, ventilating\nand air conditioning equipment in good operating condition and repair, Tenant\nshall retain the services of Landlord or a maintenance company retained by it to\nperform maintenance of Tenant's heating, ventilating and air conditioning\nequipment and shall reimburse Landlord for the cost thereof upon demand.  At the\nexpiration of the term Tenant shall deliver up possession of the premises in\ngood condition and repair, only ordinary wear and tear excepted; and subject to\nTenant's rights under the damage and destruction provisions of paragraph 10 and\nthe condemnation provisions of paragraph 11 below.\n\n             (c)    Tenant shall not, without Landlord's prior consent, make\nany alterations, improvements, or additions in or about the premises with a cost\nindividually or in the aggregate as to each project in excess of $25,000, or\ninvolving any structural changes.  In requesting Landlord's consent, Tenant\nshall submit to Landlord complete drawings and specifications describing such\nwork and the identity of the proposed contractor.  Landlord shall not\nunreasonably withhold its consent to proposed alterations or improvements which\nare consistent with the quality and design of office and laboratory improvements\npreviously constructed by Tenant within the premises including structural\nmodifications necessary for any additional roof-mounted HVAC systems, exterior\nslabs for equipment required to be located on the exterior of the Building, and\nalterations and improvements necessary for the construction of animal testing\nfacilities or otherwise reasonably related to the uses permitted under this\nLease.  Before commencing any work relating to alterations, additions, or\nimprovements affecting the premises, Tenant shall notify Landlord of the\nexpected date of commencement thereof and of the anticipated cost thereof, and\nshall furnish such information as shall reasonably be requested by Landlord\nsubstantiating Tenant's ability to pay for such work.  Landlord shall then have\nthe right at any time and from time to time to post and maintain on the premises\nSuch notices as Landlord reasonably deems necessary to protect the premises and\nLandlord from mechanics' liens or any other liens.  In any event, Tenant shall\npay when due all claims for labor or materials furnished to or for Tenant at or\nfor use in the premises.  Tenant shall not permit any mechanics' liens to be\nlevied against the premises or the Building for any labor or materials furnished\nto Tenant or to Tenant's agents or contractors in connection with work of any\ncharacter performed or claimed to have been performed on the premises by or at\nthe direction of Tenant, and if such liens are levied, Tenant shall cause them\nto be removed by bonding or otherwise within five days of the date any such lien\nis filed.  All alterations, improvements, or additions in or about the premises\n\n\n                                         -8-\n\n\n\nperformed by or on behalf of Tenant shall be done in a first-class, workmanlike\nmanner and in compliance with all applicable laws, ordinances, regulations, and\norders of any governmental authority having jurisdiction thereover, as well as\nthe requirements of insurers of the premises and the Building.  Upon Landlord's\nrequest, Tenant shall remove any contractor, subcontractor, or material supplier\nfrom the premises and the Building if the work or presence of such person or\nentity results in labor disputes in or about the Building, or damage to the\npremises or Building.  All alterations, improvements, or additions which may be\nmade on the premises shall become the property of Landlord and remain upon and\nbe surrendered with the premises at the termination or expiration of the term;\nprovided, however, that Tenant's machinery, equipment, and trade fixtures, other\nthan any which may be affixed to the premises so that they cannot be removed\nwithout material damage to the premises, shall remain the property of Tenant and\nshall be removed by Tenant at the expiration or earlier termination of the term.\n\n      9.     INSURANCE AND INDEMNITY.\n\n             (a)    Tenant shall obtain and maintain during the term of this\nLease general liability insurance on an occurrence basis with a combined single\nlimit for personal injury and property damage in a form and with carriers\nacceptable to Landlord and an amount not less than $1,000,000, and employer's\nliability and workers' compensation insurance as required by law.  Tenant's\ncomprehensive general liability insurance policy shall be endorsed to provide\nthat (i) it may not be cancelled or altered in such a manner as adversely to\naffect the coverage afforded thereby without 30 days' prior written notice to\nLandlord, (ii) Landlord is named as additional insured, (iii) the insurer\nacknowledges acceptance of the mutual waiver of claims by Landlord and Tenant\npursuant to subparagraph (b) below, and (iv) such insurance is primary with\nrespect to Landlord and that any other insurance maintained by Landlord is\nexcess and noncontributing with such insurance.  If, in the opinion of\nLandlord's insurance adviser, based on a substantial increase in recovered\nliability claims generally, the specified amounts of coverage are no longer\nadequate, such coverage shall be appropriately increased.  Prior to the\ncommencement of the term, Tenant shall deliver to Landlord a duplicate of such\npolicy or a certificate thereof to Landlord for retention by it, with\nendorsements, and at least 30 days prior to the expiration of such policy or any\nrenewal thereof, Tenant shall deliver to Landlord a replacement or renewal\nbinder, followed by a duplicate policy or certificate within a reasonable time\nthereafter.  If Tenant fails to obtain such insurance or to furnish Landlord any\nsuch duplicate policy or certificate as herein required, Landlord may, at its\nelection, upon five days' prior notice to Tenant but without any obligation to\ndo so, procure and maintain such coverage and Tenant shall reimburse Landlord on\ndemand as additional rent for any premium so paid by Landlord.\n\n             (b)    Landlord shall obtain and maintain during the term of this\nLease insurance against such casualties, with such limits and deductibles and in\nsuch forms as are then being maintained from time to time by the owners of\nbuildings similar to the Building in the San Francisco Bay Area.\n\n             (c)    Landlord hereby waives all claims against Tenant, and\nTenant's officers, directors, partners, employees, agents and representatives\nfor loss or damage to the\n\n\n                                         -9-\n\n\n\nextent that such loss or damage is insured against under any valid and\ncollectable insurance policy insuring Landlord or would have been insured\nagainst but for any deductible amount under any such policy, and Tenant waives\nall claims against Landlord including Landlord's officers, directors, partners,\nemployees, agents, and representatives for loss or damage to the extent such\nloss or damage is insured against under any valid and collectable insurance\npolicy insuring Tenant or required to be maintained by Tenant under this Lease,\nor would have been insured against but for any deductible amount under any such\npolicy.\n\n             (d)    As this Lease does not involve the public interest and\ninsurance is available to Tenant which will protect it against such claims,\ndamage, injury or death, Tenant hereby waives all claims against Landlord for\ndamage to any property or injury to or death of any person in, upon or about the\npremises or the Building arising at any time and from any cause.  Tenant shall\nhold Landlord harmless from and defend Landlord against all claims (except those\narising from the negligence or willful misconduct of Landlord, its agents,\nemployees or contractors) (i) for damage to any property or injury to or death\nof any person arising from the use of the premises by Tenant, or (ii) arising\nfrom the negligence or willful misconduct of Tenant, its employees, agents, or\ncontractors in, upon or about those portions of the Building other than the\npremises.  The foregoing indemnity obligation of Tenant shall include reasonable\nattorneys' fees, investigation costs, and all other reasonable costs and\nexpenses incurred by Landlord from the first notice that any claim or demand is\nto be made or may be made.  The provisions of this paragraph 9 shall survive the\ntermination of this Lease with respect to any damage, injury, or death occurring\nprior to such termination.\n\n      10.    DAMAGE OR DESTRUCTION.\n\n             (a)    If during the term the premises are totally or partially\ndestroyed, or any other portion of the Building is damaged in such a way that\nTenant's use of the premises is materially interfered with, then, subject to the\nprovisions below, this Lease shall remain in full force and effect unless and\nuntil Landlord gives notice to Tenant that Landlord intends to demolish the\nBuilding and not to reconstruct it.  Landlord shall give notice of its intention\nto Tenant as soon as reasonably practicable following the event of damage or\ndestruction and, if Landlord elects to reconstruct or repair the damage or\ndestruction it shall do so with reasonable diligence.  Notwithstanding the\nforegoing, if Landlord elects to reconstruct the Building but, in the opinion of\nthe Landlord's architect, the work of repair cannot be completed within 270\ndays, Tenant may at its election, by notice to Landlord given within 30 days of\nLandlord's notice to Tenant concerning such architect's determination, terminate\nthis Lease.\n\n             (b)    In case of destruction or damage which materially\ninterferes with Tenant's use of the premises, if this Lease is not terminated as\nabove provided, rent shall be abated during the period required for the work of\nrepair based upon the degree of interference with Tenant's use of the premises.\nExcept for abatement of rent, Tenant shall have no claim against Landlord for\nany loss suffered by Tenant due to damage or destruction of the premises or any\nwork of repair undertaken as herein provided.  The provisions of this paragraph\n10 shall supersede any provisions of Section 1932 and Section 1933(4) of the\n\n\n                                         -10-\n\n\n\nCalifornia Civil Code (which might permit Tenant to terminate the Lease or\nwithhold rent) to the contrary.\n\n      11.    EMINENT DOMAIN.  If all or any part of the premises shall be taken\nas a result of the exercise of the power of eminent domain or sold by Landlord\nunder threat of the exercise of such power, this Lease shall terminate as to the\npart so taken as of the date of taking or sale, and, in the case of a partial\ntaking, either Landlord or Tenant shall have the right to terminate this Lease\nas to the balance of the premises by notice to the other within 30 days after\nsuch date if the portion of the premises taken shall be of such extent and\nnature as substantially to handicap, impede or impair Tenant's use of the\nbalance of the premises for Tenant's purposes.  In the event of any taking or\nsuch sale, Landlord shall be entitled to any and all compensation, damages,\nincome, rent, awards, or any interest therein whatsoever which may be paid or\nmade in connection therewith, and Tenant shall have no claim against Landlord\nfor the value of any unexpired term of this Lease or otherwise.  In the event of\na partial taking or sale of the premises which does not result in a termination\nof this Lease, the monthly rental thereafter to be paid shall be equitably\nreduced on a square footage basis.  Notwithstanding the foregoing, Tenant shall\nhave the right separately to claim and prove for recovery of moving expenses and\nthe value of its trade fixtures, equipment, and moveable furniture so taken.\n\n      12.    ASSIGNMENT AND SUBLETTING.\n\n             (a)    Tenant shall not assign this Lease or any interest herein\nor sublet the premises or any part thereof without the prior consent of\nLandlord, which consent shall not be unreasonably withheld; Tenant shall not\nhypothecate this Lease or any interest herein or permit the use of the premises\nby any party other than Tenant without the prior consent of Landlord, which\nconsent may be withheld by Landlord in its absolute discretion.  This Lease\nshall not, nor shall any interest herein, be assignable as to the interest of\nTenant by operation of law without the consent of Landlord.  Any of the\nforegoing acts without such consent shall be void and shall, at the option of\nLandlord, terminate this Lease.  In connection with each consent requested by\nTenant, Tenant shall submit to Landlord the terms of the proposed transaction,\nthe identity of the parties to the transaction, the proposed documentation for\nthe transaction, current financial statements of any proposed assignee or\nsublessee and all other information reasonably requested by Landlord concerning\nthe proposed transaction and the parties involved therein.\n\n             (b)    Without limiting the other instances in which it may be\nreasonable for Landlord to withhold its consent to an assignment or subletting,\nLandlord and Tenant acknowledge that it shall be reasonable for Landlord to\nwithhold its consent in the following instances:\n\n                    (1)      if the proposed assignee or sublessee is a\ngovernmental agency;\n\n                    (2)      if, in Landlord's reasonable judgment, the use of\nthe premises by the proposed assignee or sublessee would entail any alterations\nwhich would lessen the\n\n\n                                         -11-\n\n\n\nvalue of the leasehold improvements in the premises, or would require increased\nservices by Landlord;\n\n                    (3)      if, in Landlord's reasonable judgment, the\nfinancial worth of the proposed assignee or sublessee does not meet the credit\nstandards applied by Landlord for other tenants under leases with comparable\nterms, or the character, reputation or business of the proposed assignee or\nsublessee is not consistent with the quality of the other tenancies in the\nBuilding;\n\n                    (4)      in the case of a subletting of less than the\nentire premises, if the subletting would result in the division of the premises\ninto any subparcel smaller than 6,000 square feet in rentable area, would create\na subparcel of a configuration that is not suitable for normal leasing purposes,\nor would require access to be provided through space leased or held for lease to\nanother tenant or improvements to be made outside of the premises; or\n\n                    (5)      if at the time consent is requested or at any time\nprior to the granting of consent, Tenant is in default under the Lease and any\napplicable grace or cure period has expired.\n\n             (c)    If at any time or from time to time during the term of this\nLease Tenant desires to sublet all or any part of the premises, Tenant shall\ngive notice to Landlord setting forth the terms of the proposed subletting and\nthe space so proposed to be sublet.  Landlord shall have the option, exercisable\nby notice given to Tenant within 20 days after Tenant's notice is given, either\nto sublet from Tenant such space at the rental and other terms set forth in\nTenant's notice, or, if the proposed subletting is for the entire premises for a\nsublet term ending within the last year of the term of this Lease, to terminate\nthis Lease.  If Landlord does not exercise such option, Tenant shall be free to\nsublet such space to any third party on the same terms set forth in the notice\ngiven to Landlord, subject to obtaining Landlord's prior consent as hereinabove\nprovided.  For purposes of this paragraph (c), the term 'sublet' or 'subletting'\nshall not include, and Landlord shall not be entitled to any payment under\nparagraph (g) below, as a result of a subletting to an entity controlled by,\ncontrolling, or under common control with, Tenant.\n\n             (d)    As used in this paragraph 12, the term 'assign' or\n'assignment' shall include, without limitation, any sale, transfer, or other\ndisposition of all or any portion of Tenant's estate under this Lease, whether\nvoluntary or involuntary, and whether by operation of law or otherwise including\nany of the following:\n\n                    (1)      If Tenant is a corporation: (i) any dissolution,\nmerger, consolidation, or other reorganization of Tenant or (ii) a sale of more\nthan 50% of the value of the assets of Tenant or (iii) if Tenant is a\ncorporation with fewer than 500 shareholders, sale or other transfer of a\ncontrolling percentage of the capital stock of Tenant.  The phrase 'controlling\npercentage' means the ownership of, and the right to vote, stocks possessing at\nleast 50% of the total combined voting power of all classes of Tenant's stock\nissues, outstanding and permitted to vote for the election of directors;\n\n\n                                         -12-\n\n\n\n                    (2)      If Tenant is a trust the transfer of more than 50%\nof the beneficial interest of Tenant, or the dissolution of the trust;\n\n                    (3)      If Tenant is a partnership or joint venture, the\nwithdrawal, or the transfer of the interest of any general partner or joint\nventurer or the dissolution of the partnership or joint venture;\n\n                    (4)      If Tenant is composed of tenants-in-common, the\ntransfer of interest of any co-tenants or the partition or dissolution of the\nco-tenancy.\n\n             Notwithstanding anything to the contrary in subparagraphs (1)\nthrough (4) of this paragraph 12(d), the term 'assigned' or 'assignment' shall\nnot include, and Landlord shall not be entitled to any payment under paragraph\n(f) below as a result of, a joint venture between Tenant and any other party, or\nthe merger with or acquisition of Tenant by another entity, including, but not\nlimited to, an entity controlled by, controlling, or under common control with,\nTenant.  In the event that Tenant's shares become publicly traded, all the\nrestrictions listed in this paragraph (d) shall cease.\n\n             (e)    No sublessee (other than Landlord if it exercises its\noption pursuant to subparagraph (c) above) shall have a right further to sublet,\nand any assignment by a sublessee of its sublease shall be subject to Landlord's\nprior consent in the same manner as if Tenant were entering into a new sublease.\n\n             (f)    In the case of an assignment, one-half of any sums or other\neconomic consideration received by Tenant as a result of such assignment shall\nbe paid to Landlord after first deducting the unamortized cost of leasehold\nimprovements paid for by Tenant, the cost of any real estate commissions\nincurred in connection with such assignment and any amounts received by Tenant\nas reimbursement for the cost of utilities paid by Tenant.  In the event such\nconsideration is received by Tenant in installments, the portion of each\ninstallment to be paid to Landlord shall be determined by multiplying the\ninstallment by a fraction, the numerator of which is the total amount of the\nforegoing permitted deductions and the denominator of which is the total\nconsideration receivable by Tenant as a result of such assignment.\n\n             (g)    In the case of a subletting, one-half of any sums or\neconomic consideration received by Tenant as a result of such subletting shall\nbe paid to Landlord after first deducting (i) the rental due hereunder, prorated\nto reflect only rental allocable to the sublet portion of the premises, (ii) the\ncost of leasehold improvements made to the sublet portion of the premises at\nTenant's cost, amortized over the term of this Lease except for leasehold\nimprovements made for the specific benefit of the sublessee, which shall be\namortized over the term of the sublease, (iii) the cost of any real estate\ncommissions incurred in connection with such subletting, amortized over the term\nof the sublease, and (iv) amounts payable by Tenant for Operating Expenses and\nProperty Taxes.\n\n             (h)    Regardless of Landlord's consent, no subletting or\nassignment shall release Tenant of Tenant's obligation or alter the primary\nliability of Tenant to pay the rental\n\n\n                                         -13-\n\n\n\nand to perform all other obligations to be performed by Tenant hereunder.  The\nacceptance of rental by Landlord from any other person shall not be deemed to be\na waiver by Landlord of any provision hereof.  Consent to one assignment or\nsubletting shall not be deemed consent to any subsequent assignment or\nsubletting.  In the event of default by any assignee of Tenant or any successor\nof Tenant in the performance of any of the terms hereof, Landlord may proceed\ndirectly against Tenant without the necessity of exhausting remedies against\nsuch assignee or successor.  Landlord may consent to subsequent assignments or\nsubletting of this Lease or amendments or modifications to this Lease with\nassignees of Tenant, without notifying Tenant, or any successor of Tenant, and\nwithout obtaining its or their consent thereto and such action shall not relieve\nTenant of liability under this Lease.\n\n             (i)    In the event Tenant shall assign or sublet the premises or\nrequest the consent of Landlord to any assignment or subletting or if Tenant\nshall request the consent of Landlord for any act that Tenant proposes to do,\nthen Tenant shall pay Landlord's reasonable attorneys' fees incurred in\nconnection therewith, not to exceed $500 in connection with each such request.\n\n      13.    DEFAULT BY TENANT.\n\n             (a)    The following events shall constitute 'Events of Default'\nunder this Lease:\n\n                    (1)      a default by Tenant in the payment of any rent or\nother sum payable hereunder for a period of 10 days after notice by Landlord\nthat the same is due, provided that if Tenant has failed one or more times in\nany twelve-month period to pay any rent or other sum within 10 days after the\ndue date, no grace period shall thereafter be applicable hereunder (such 10-day\nnotice period shall include any other notice period provided Tenant under\nCalifornia law);\n\n                    (2)      a default by Tenant in the performance of any of\nthe other terms, covenants, agreements, or conditions contained herein and, if\nthe default is curable, the continuation of such default for a period of 15 days\nafter notice by Landlord or beyond the time reasonably necessary for cure if the\ndefault is of the nature to require more than 15 days to remedy, provided that\nif Tenant has defaulted in the performance of the same obligation one or more\ntimes in any twelve-month period and notice of such default has been given by\nLandlord in each instance, no cure period shall thereafter be applicable\nhereunder;\n\n                    (3)      the bankruptcy or insolvency of Tenant, any\ntransfer by Tenant in fraud of creditors, assignment by Tenant for the benefit\nof creditors, or the commencement of any proceedings of any kind by or against\nTenant under any provision of the Federal Bankruptcy Act or under any other\ninsolvency, bankruptcy or reorganization act unless, in the event any such\nproceedings are involuntary, Tenant is discharged from the same within 60 days\nthereafter; the appointment of a receiver for a substantial part of the assets\nof Tenant; or the levy upon this Lease or any estate of Tenant hereunder by any\nattachment or execution;\n\n\n                                         -14-\n\n\n\n                    (4)      the abandonment of the premises; or\n\n                    (5)      an Event of Default under that certain Vintage\nPark Gilead Sciences Research and Development Lease dated March 27, 1992, as\namended, between WCB Seventeen Limited Partnership, as successor to Vintage Park\nAssociates, as Landlord, and Tenant.\n\n             (b)    Upon the occurrence of any Event of Default by Tenant\nhereunder, Landlord may, at its option and without any further notice or demand,\nin addition to any other rights and remedies given hereunder or by law, do any\nof the following:\n\n                    (1)      Landlord shall have the right, so long as such\ndefault continues, to give notice of termination to Tenant, and on the date\nspecified in such notice this Lease shall terminate.\n\n                    (2)      In the event of any such termination of this\nLease, Landlord may then or at any time thereafter, re-enter the premises and\nremove therefrom all persons and property and again repossess and enjoy the\npremises, without prejudice to any other remedies that Landlord may have by\nreason of Tenant's default or of such termination.\n\n                    (3)      In the event of any such termination of this\nLease, and in addition to any other rights and remedies Landlord may have,\nLandlord shall have all of the rights and remedies of a landlord provided by\nSection 1951.2 of the California Civil Code.  The amount of damages which\nLandlord may recover in event of such termination shall include, without\nlimitation, (i) the worth at the time of award (computed by discounting such\namount at the discount rate of the Federal Reserve Bank of San Francisco at the\ntime of award plus one percent) of the amount by which the unpaid rent for\nbalance of the term after the time of award exceeds the amount of rental loss\nthat Tenant proves could be reasonably avoided, (ii) all legal expenses and\nother related costs incurred by Landlord following Tenant's default, (iii) all\ncosts incurred by Landlord in restoring the premises to good order and\ncondition, or in remodeling, renovating or otherwise preparing the premises for\nreletting, and (iv) all costs (including, without limitation, any brokerage\ncommissions) incurred by Landlord in reletting the premises.\n\n                    (4)      For the purpose of determining the unpaid rent in\nthe event of a termination of this Lease, or the rent due hereunder in the event\nof a reletting of the premises, the monthly rent reserved in this Lease shall be\ndeemed to be the sum of the rental due under paragraph 3 above and the amounts\nlast payable by Tenant pursuant to paragraph 4 above.\n\n                    (5)      After terminating this Lease, Landlord may remove\nany and all personal property located in the premises and place such property in\na public or private warehouse or elsewhere at the sole cost and expense of\nTenant.\n\n             (c)    Even though Tenant has breached this Lease and abandoned\nthe premises, this Lease shall continue in effect for so long as Landlord does\nnot terminate\n\n\n                                         -15-\n\n\n\nTenant's right to possession, and Landlord may enforce all its rights and\nremedies under this Lease, including the right to recover rental as it becomes\ndue under this Lease.  Acts of maintenance or preservation, efforts to relet the\npremises, or the appointment of a receiver upon initiative of Landlord to\nprotect Landlord's interest under this Lease, shall not constitute a termination\nof Tenant's right to possession.\n\n             (d)    The remedies provided for in this Lease are in addition to\nany other remedies available to Landlord at law or in equity, by statute or\notherwise.\n\n      14.    DEFAULT BY LANDLORD.  Landlord shall not be in default unless\nLandlord fails to perform obligations required of Landlord hereunder within a\nreasonable time, but in no event later than 30 days after notice by Tenant to\nLandlord specifying wherein Landlord has failed to perform such obligation;\nprovided, however, that if the nature of Landlord's obligation is such that more\nthan 30 days are required for performance, then Landlord shall not be in default\nif Landlord commences performance within such 30 day period and thereafter\ndiligently prosecutes the same to completion.\n\n      15.    SECURITY DEPOSIT.  [Omitted.]\n\n      16.    ESTOPPEL CERTIFICATE.\n\n             (a)    Tenant shall at any time upon not more than 10 days' prior\nnotice from Landlord execute, acknowledge and deliver to Landlord a statement\ncertifying (i) that this Lease is unmodified and in full force and effect (or,\nif modified, stating the nature of such modification and certifying that this\nLease, as so modified, is in full force and effect) (ii) the date to which the\nrent, security deposit, and other sums payable hereunder have been paid, (iii)\nacknowledging that there are not, to Tenant's knowledge, any uncured defaults on\nthe part of Landlord hereunder, or specifying such defaults, if any, which are\nclaimed, and (iv) such other matters as may reasonably be requested by Landlord.\nAny such statement may be conclusively relied upon by any prospective purchaser\nor encumbrancer of the Building.\n\n             (b)    Tenant's failure to deliver such statement within such time\nshall be conclusive upon Tenant, (i) that this Lease is in full force and\neffect, without modification except as may be represented by Landlord, (ii) that\nthere are no uncured defaults in Landlord's performance, and (iii) that not more\nthan one month's rent has been paid in advance.\n\n             (c)    If Landlord desires to finance or refinance the Building,\nTenant agrees to deliver to any lender designated by Landlord such financial\nstatements of Tenant as may be reasonably required by such lender.  All such\nfinancial statements shall be received by Landlord in confidence and shall be\nused only for the purposes herein set forth.\n\n      17.    SUBORDINATION.  This Lease, at Landlord's option, shall\nsubordinate to any ground lease, mortgage, deed of trust, or any other\nhypothecation for security now or hereafter placed upon the Building and to any\nand all advances made on the security thereof and to all renewals,\nmodifications, consolidations, replacements and extensions thereof.\n\n\n                                         -16-\n\n\n\nSuch subordination shall be conditioned upon Tenant's receipt of an agreement\nfrom the mortgagee, trustee, or ground lessor, as the case may be, confirming\nthat Tenant's rights under this Lease shall not be disturbed if Tenant is not in\ndefault and pays rent and observes and performs all of the provisions of this\nLease, and such agreement is otherwise in a form which does not materially\ndiminish Tenant's rights or materially increase Tenant's obligations under this\nLease.  In addition, Landlord shall use commercially reasonable good faith\nefforts to obtain such nondisturbance agreement from any mortgagee, trustee or\nground lessor with respect to the premises existing at the time of execution of\nthis Lease as soon as possible following execution.  If any mortgagee, trustee,\nor ground lessor shall elect to have this Lease prior to the lien of its\nmortgage, deed of trust or ground lease, and shall give notice thereof to\nTenant, this Lease shall be deemed prior to such mortgage, deed of trust, or\nground lease, whether this Lease is dated prior to or subsequent to the date of\nsaid mortgage, deed of trust or ground lease or the date of recording thereof.\nIf any mortgage or deed of trust to which this Lease is subordinate is\nforeclosed or a deed in lieu of foreclosure is given to the mortgagee or\nbeneficiary, Tenant shall attorn to the purchaser at the foreclosure sale or to\nthe grantee under the deed in lieu of foreclosure; if any ground lease to which\nthis Lease is subordinate is terminated, Tenant shall attorn to the ground\nlessor.  Tenant agrees to execute any documents required to effectuate such\nsubordination or to make this Lease prior to the lien of any mortgage, deed of\ntrust or ground lease, as the case may be, or to evidence such attornment.\n\n      18.    ATTORNEYS' FEES.  In any legal action brought by one party against\nthe other under this Lease, the prevailing party shall be entitled to recover\nfor the fees of its attorneys in such amount as the court may adjudge\nreasonable.\n\n      19.    NOTICES.  All notices, consents, demands, and other communications\nfrom one party to the other given pursuant to the terms of this Lease shall be\nin writing and shall be deemed to have been fully given when deposited in the\nUnited States mail, certified or registered, postage prepaid, and addressed as\nfollows: to Tenant at the address specified in the Basic Lease Information or to\nsuch other place as Tenant may from time to time designate in a notice to\nLandlord, to Landlord at the address specified in the Basic Lease Information,\nor to such other place and with such other copies as Landlord may from time to\ntime designate in a notice to Tenant; or, in the case of Tenant, delivered to\nTenant at the premises.\n\n      20.    OPTIONS TO EXTEND TERM.\n\n             (a)    Tenant shall have two options to extend the term of this\nLease, each for a period of five years (an 'Option Period'), with the first\nOption Period commencing April 1, 2006, subject to the terms and conditions of\nthis paragraph 20.\n\n             (b)    Tenant's notice of exercise shall be given to Landlord not\nmore than 15 months, nor less than nine months, prior to the expiration of the\ninitial term, as to the first Option Period, and not more than 15 months nor\nless than nine months prior to the expiration of the first Option Period, as to\nthe second Option Period.\n\n\n                                         -17-\n\n\n\n             (c)    At the time of exercise of each option to extend, and at\nthe commencement of the Option Period, this Lease shall be in full force and\neffect, Tenant shall not be in default under the Lease and, as to the second\nOption Period, Tenant shall have timely exercised its option with respect to the\nfirst Option Period.\n\n             (d)    Upon the timely exercise of its option with respect to an\nOption Period, the Lease shall be extended for the term of the Option Period\nupon all the terms and conditions of the Lease; provided, however, that the Base\nRent shall be the then Fair Market Rent for the premises.\n\n             (e)    If Tenant exercises its option with respect to an Option\nPeriod, Landlord shall give its determination of Fair Market Rent by notice to\nTenant not later than eight months prior to the commencement of the Option\nPeriod.  Tenant shall then, within 30 days of the giving of Landlord's notice of\nits determination, elect by notice to Landlord either (1) to accept Landlord's\ndetermination as the Fair Market Rent for the Option Period, (2) to have the\nFair Market Rent determined by appraisal, or (3) rescind its exercise of the\noption.  If Tenant does not timely respond to Landlord's notice of\ndetermination, it shall be deemed to have accepted Landlord's determination.  If\nFair Market Rent is to be determined by appraisal, then it shall be so\ndetermined as follows:\n\n                    (i)      Within 30 days after Tenant's notice to Landlord\n      of its election to have Fair Market Rent determined by appraisal, each\n      party, at its own cost and by giving notice to the other party, shall\n      appoint a real estate appraiser, with a membership in the American\n      Institute of Real Estate Appraisers or the Society of Real Estate\n      Appraisers and at least five years full-time commercial appraisal\n      experience in the San Francisco Bay area, to appraise and determine the\n      Fair Market Rent.  If in the time provided, only one party shall give\n      notice of appointment of an appraiser, the single appraiser appointed\n      shall determine the Fair Market Rent.  If two appraisers are appointed by\n      the parties, the two appraisers shall independently, and without\n      consultation, prepare a written appraisal of the Fair Market Rent within\n      30 days.  Each appraiser shall seal its respective appraisal after\n      completion.  After both appraisals are completed, the resulting estimates\n      of the Fair Market Rent shall be opened and compared.  If the value of\n      the appraisals differ by not more than ten percent (10%) of the value of\n      the higher appraisal, then the Fair Market Rent shall be the average of\n      the two appraisals.\n\n                    (ii)     If the values of the appraisals differ by more\n      than ten percent (10%) of the value of the higher appraisal, the two\n      appraisers shall designate a third appraiser meeting the qualifications\n      set forth in subsection (i) above.  If the two appraisers have not agreed\n      on the third appraiser after 10 days, either Landlord or Tenant, by\n      giving ten (10) days notice to the other party, may apply to the then\n      Presiding Judge of the Superior Court of San Mateo for the selection of a\n      third appraiser who meets the qualifications set forth in subsection (i),\n      above.  The third appraiser, however elected, shall be a person who has\n      not previously acted in any capacity for either party.  The third\n      appraiser shall make an appraisal of the Fair Market Rent within 10 days\n      after selection and without consultation with the first two\n\n\n                                         -18-\n\n\n\n      appraisers.  The Fair Market Rent shall be the rent selected by one of\n      the two appraisers which is closest, on a dollar basis, discounted to\n      present value, if rental escalations are provided for in any of the\n      appraisals, to the Fair Market Rent selected by the third appraiser.\n\n                    (iii)    If the determination of the Fair Market Rent is\n      delayed beyond the Option Period commencement, Tenant shall pay Base Rent\n      in the amount set forth in Landlord's determination of Fair Market Rent\n      from the Option Period commencement until the first day of the month\n      following the determination of the Fair Market Rent.  If Landlord does\n      not deliver Landlord's determination of Fair Market Rent to Tenant,\n      Tenant shall continue to pay the Base Rent in effect immediately\n      preceding the Option Period commencement until the first day of the month\n      following the determination of the Fair Market Rent.  On the first day of\n      the month following the determination of the Fair Market Rent, there\n      shall be an adjustment made to the Base Rent payment then due for the\n      difference between the amount of the Base Rent Tenant has paid to\n      Landlord since the Option Period commencement and the amount that Tenant\n      would have paid if the Base Rent as adjusted pursuant to this subsection\n      had been in effect as of the Option Period commencement.\n\n                    (iv)     Each party shall pay the fees and expenses of its\n      own appraiser, and fifty percent (50%) of the fees and expenses of the\n      third appraiser.\n\n                    (v)      The appraisers shall determine the Fair Market\n      Rent using the 'market comparisons approach', with the relevant market\n      being that for similar office and research and development facilities in\n      the Foster City\/San Mateo area at the time of the Option Period\n      commencement, taking into consideration location, condition of and\n      improvements to the space, the length of the contemplated lease term and\n      any rental concessions being granted for similar leases.  The\n      determination of Fair Market Rent shall be based upon the assumption that\n      the premises does not include improvements made by Tenant which are in\n      excess of those with a cost of $15 per square foot in 1992, increased in\n      accordance with the percentage increase in the Engineering News Record\n      Construction Cost Index (20 cities), from March 1992 through the month\n      prior to the month in which the determination is made.  The appraisers\n      shall use their best efforts to fairly and reasonably appraise and\n      determine the Fair Market Rent in accordance with the terms of the Lease\n      and shall not act as advocates for either Landlord or Tenant.  Fair\n      Market Rent may mean an amount which increases over time by a\n      pre-determined amount or in accordance with a formula or index.\n\n                    (vi)     The appraisers shall have no power to modify the\n      provisions of this Lease, and their sole function shall be to determine\n      the Market Rent in accordance with this paragraph 20.\n\n      21.    RIGHTS OF FIRST OFFER.  Tenant shall have rights of first offer to\nlease those spaces located in the Building known as 355 Lakeside Drive\nidentified as the Penederm\n\n\n                                         -19-\n\n\n\nspace on the second floor consisting of approximately 4353 square feet, and the\nEntex space on the second floor consisting of approximately 13,018 square feet,\nboth as identified on EXHIBIT B to this Lease.  The Penederm space will become\navailable on or before May 1, 1998 and the Entex space will become available on\nor before October 12, 1998.  Tenant acknowledges that such leases may be\nterminated prior to the scheduled expiration dates.  In any event, approximately\n60 days prior to the date either of such spaces becomes available for lease, or\nsuch lesser period as may be applicable due to circumstances not under\nLandlord's control, Landlord shall give notice to Tenant of the anticipated date\nof availability for lease of such space and the terms under which Landlord\ndesires to offer such space to Tenant and to the open market.  If Tenant desires\nto negotiate for the potential addition of such space to the premises, Tenant\nshall give notice of such intent within ten business days following Landlord's\nnotice of availability to Tenant, and Landlord and Tenant shall proceed to\nnegotiate in good faith for up to 30 days following Tenant's notice regarding\nthe terms upon which such space may be added to the premises.  If Landlord and\nTenant have not reached some other agreement on or before the end of such 30-day\nperiod, then Landlord shall be free thereafter to offer such space to any person\nor entity for lease and to enter into leases for such space without further\nreference to Tenant; provided that, if Landlord proposes to lease such space to\nanother person or entity on terms less favorable to Landlord than evidenced by\nLandlord's last offer to Tenant in the aforementioned negotiations, then\nLandlord shall so notify Tenant and Tenant shall have the right to lease such\nspace on the same terms and conditions as proposed with such other person or\nentity.\n\n      22.    PARKING.  During the term, Tenant shall have the non-exclusive\nright to park 3.3 automobiles per 1,000 rentable square feet of space occupied\nin the parking area adjacent to the Building.\n\n      23.    PERSONAL PROPERTY.  Landlord acknowledges that Tenant may desire\nto obtain additional financing secured by the following items: casework,\nbenches, fume hoods, modular cold rooms, and glassware washers.  Landlord agrees\nto execute such documents as may be reasonably requested by any lender providing\nsuch financing and to otherwise cooperate with Tenant in order that such\nfinancing may be obtained.  In addition, these items may be removed at the\nexpiration of the lease term provided Tenant repairs all damage made to the\npremises as a result of such removal.\n\n      24.    SIGNS.  Tenant shall have the right, at its expense, to substitute\nits name for that of Nortel on any monument and\/or on-building signs at 333\nLakeside Drive, subject to the Vintage Park signage program.\n\n      25.    GENERAL PROVISIONS.\n\n             (a)    This Lease shall be governed by and construed in accordance\nwith the laws of the State of California.\n\n             (b)    The invalidity of any provision of this Lease, as\ndetermined by a court of competent jurisdiction, shall in no way affect the\nvalidity of any other provision hereof.\n\n\n                                         -20-\n\n\n\n             (c)    This Lease contains all agreements of the parties with\nrespect to any matter mentioned herein and only may be modified in a writing\nexecuted by the parties.\n\n             (d)    No waiver by Landlord of any provision hereof shall be\ndeemed a waiver of any other provision or of any subsequent breach by Tenant of\nthe same or any other provision.  Landlord's consent to or approval of any act\nshall not be deemed to render unnecessary the obtaining of Landlord's consent to\nor approval of any subsequent act by Tenant.  The acceptance of rent hereunder\nby Landlord shall not be a waiver of any preceding breach by Tenant of any\nprovision hereof, other than the failure of Tenant to pay the particular rent\naccepted, regardless of Landlord's knowledge of such preceding breach at the\ntime of acceptance of such rent.\n\n             (e)    If Tenant remains in possession of the premises or any part\nthereof after the expiration of the term with the consent of Landlord, such\noccupancy shall be a tenancy from month to month at a rental in the amount of\n150% the last month's rental during the term plus all other charges payable\nhereunder, and upon all of the terms hereof.\n\n             (f)    Subject to the provisions of this Lease restricting\nassignment or subletting by Tenant, this Lease shall bind the parties, their\npersonal representatives, successors, and assigns.\n\n             (g)    Landlord and Landlord's agents shall have the right to\nenter the premises at reasonable times for the purpose of inspecting the same,\nshowing the same to prospective purchasers or lenders, and making such\nalterations, repairs, improvements, or additions to the premises or to the\nBuilding as Landlord may deem necessary or desirable.  Landlord may at any time\nduring the last 120 days of the term place on or about the premises any ordinary\n'For Lease' sign.\n\n             (h)    The voluntary or other surrender of this Lease by Tenant,\nthe mutual cancellation thereof or the termination of this Lease by Landlord as\na result of Tenant's default shall, at the option of Landlord, terminate all or\nany existing subtenancies or may, at the option of Landlord, operate as an\nassignment to Landlord of any or all of such subtenancies.\n\n             (i)    If Tenant is a corporation, each individual executing this\nLease on behalf of Tenant represents and warrants that he is duly authorized to\nexecute and deliver this Lease on behalf of the corporation in accordance with a\nduly adopted resolution of the Board of Directors and that this Lease is binding\nupon the corporation in accordance with its terms.\n\n             (j)    The term 'Landlord' as used herein means the then owner of\nthe Building and in the event of a sale of the Building the selling owner shall\nbe automatically relieved of all obligations of Landlord hereunder, except for\nacts or omissions of Landlord theretofore occurring.\n\n\n                                         -21-\n\n\n\n             (k)    Tenant covenants for itself, its heirs, executors,\nadministrators, and assigns, and all persons claiming under or through it, and\nthis Lease is made and accepted upon it subject to the condition that there\nshall be no discrimination against or segregation of any person or group of\npersons, on account of race, color, creed, religion, sex, marital status,\nnational origin, or ancestry in the leasing, subleasing, transferring, use\noccupancy, tenure, or enjoyment of the premises herein leased nor shall the\nTenant itself, or any person claiming under or through it, establish or permit\nany such practice or practices of discrimination or segregation with reference\nto the selection, location, number, use, or occupancy of tenants, subtenants, or\nvendees in the premises.\n\n             (l)    The term 'day' as used herein means a calendar day.\n\n             (m)    The obligations of Landlord under this Lease do not\nconstitute personal obligations of the partners, directors, officers,\nshareholders, or trustees of Landlord, and Tenant shall look solely to the\nBuilding and to no other assets of the Landlord or any of its trustees,\npartners, officers, directors, employees, or consultants for satisfaction of any\nliability in respect of this Lease and Tenant will not seek recourse against the\nindividual partners, directors, officers, shareholders, or trustees of Landlord\nor any of their personal assets for such satisfaction.\n\n             (n)    Within 10 days of Landlord's request therefor, Tenant shall\nexecute and deliver such amendments of this Lease as shall have been required by\nLandlord's lender in connection with the making of a loan to be secured by the\npremises or the Building, provided such amendment does not increase the\nobligations of Tenant under this Lease or materially adversely affect Tenant's\nleasehold interest.  Such amendment shall include, without limitation, one\nrequiring Tenant to provide any such lender with notices hereunder or a copy of\nnotices sent to Landlord hereunder, or granting any such lender reasonable\nopportunities to cure any default by Landlord under this Lease.\n\n      26.    EXHIBITS.  The exhibits and addendum, if any, specified in the\nBasic Lease Information are attached to this Lease and by this reference made a\npart hereof.\n\n\n                                         -22-\n\n\n\n             IN WITNESS WHEREOF, the parties have executed this Lease on the\nrespective dates indicated below.\n\nTENANT:                                LANDLORD:\n\nGILEAD SCIENCES, INC.,                 WCB SIXTEEN LIMITED\na Delaware corporation                 PARTNERSHIP,\n                                       a Delaware limited partnership\n\n\nBy \/s\/ John C. Martin                  By:   WCB Sixteen, Inc.,\n  ---------------------------------          a Delaware corporation,\n Its CEO                                     general partner\n    -------------------------------\n\n\nBy \/s\/ Mark L. Perry                         By \/s\/ Wallace G. Murfit\n  ---------------------------------            ------------------------------\n  Its    Vice President                      Its V.P.\n      and General Counsel                       -----------------------------\n     ------------------------------\n\nDate of Execution                      Date of Execution\n by Tenant:         6\/27\/96            by Landlord:        6\/28\/96\n            -----------------------                --------------------------\n\n\n                                         -23-\n \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7639],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9583,9579],"class_list":["post-41717","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gilead-sciences-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-land__ca","corporate_contracts_types-land"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41717","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41717"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41717"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41717"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41717"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}