{"id":41818,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/3005-1st-avenue-seattle-wa-lease-are-3005-first-avenue-llc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"3005-1st-avenue-seattle-wa-lease-are-3005-first-avenue-llc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/land\/3005-1st-avenue-seattle-wa-lease-are-3005-first-avenue-llc.html","title":{"rendered":"3005 1st Avenue (Seattle, WA) Lease &#8211; ARE-3005 First Avenue LLC and Dendreon Corp."},"content":{"rendered":"<pre>\n                                     LEASE\n                                     -----\n\n          THIS LEASE is made as of July 31, 1998 (\"Effective Date\"), by and\n                                                   --------------          \nbetween ARE-3005 First Avenue, LLC, a Delaware limited liability company\n(\"Landlord\") and Dendreon Corporation, a Delaware corporation (\"Tenant\").\n  --------                                                      ------   \n\n1.   Lease of Premises\n     -----------------\n\n     Landlord hereby leases to Tenant and Tenant hereby leases from Landlord\nupon the terms and conditions hereof, those certain premises (the \"Demised\n                                                                   -------\nPremises\") within the building located at the address set forth below (the\n--------                                                                  \n\"Building\"), the site plan and legal description for which is attached hereto as\n --------                                                                       \nExhibit \"A\", together with certain rights appurtenant thereto as expressly given\n----------                                                                     \nto Tenant herein.  The real property upon which the Building is located and all\nlandscaping, parking facilities and other improvements and appurtenances related\nthereto, are hereinafter collectively referred to as the \"Project\".  All\n                                                          -------       \nportions of the Project which are for the non-exclusive use of tenants of the\nBuilding, including, without limitation, driveways, sidewalks, parking areas,\nlandscaped areas, service corridors, stairways, elevators, public restrooms and\nBuilding lobbies, are hereinafter referred to as the \"Project Common Areas\".\n                                                      --------------------  \n\n2.   Basic Lease Provisions\n     ---------------------------\n\n     2.1  For convenience of the parties, certain basic provisions of this Lease\nare set forth herein. The provisions set forth herein are subject to the\nremaining terms and conditions of this Lease and are to be interpreted in light\nof such remaining terms and conditions.\n\n          2.1.1  Address of the Building: \n\n                 3005 1st Avenue\n                 Seattle, Washington 98121\n\n          2.1.2  (a)   Rentable Area of Demised Premises: 70,647 sq. ft.\n\n                 (b)   Rentable Area of Building: 70,647 sq. ft.\n\n                 (c)   Rentable Area of Project: 111,622 sq. ft.\n\n          2.1.3  Basic Annual Rent:\n\n                 January 1, 1999 through December 31, 2001    $1,695,528.00\n                 January 1, 2002 through December 31, 2004    $1,872,145.50\n                 January 1, 2005 through December 31, 2008    $2,119,410.00\n          2.1.4  Base Monthly Rental Installments of Basic Annual Rent:\n\n                 January 1, 1999 through December 31, 2001    $141,294.00\n                 January 1, 2002 through December 31, 2004    $156,012.12\n                 January 1, 2005 through December 31, 2008    $176,617.50\n\n \n          2.1.5  (a)  Tenant's Pro Rata Share of Building Operating Expenses: \n                      100%\n                 (b)  Tenant's Pro Rata Share of Project Operating Expenses:\n                      63.29%\n\n          2.1.6  (a)  Rent Commencement Date: As defined in Section 5.1 hereof.\n\n                 (b)  Term Commencement Date: As defined in Section 4.2 hereof.\n\n                 (c)  Term Expiration Date: 10 years from the Rent Commencement\nDate (as defined in Section 5.1 hereof), subject to extension or earlier\ntermination as provided herein.\n\n          2.1.7  Security Deposit: $423,882.00 (three (3) months initial Base\nMonthly Rental).\n\n          2.1.8  Permitted Use: Scientific research laboratories and related\noffice uses consistent with Article 10 hereof.\n\n          2.1.9  Address for Rent Payment:\n\n                 135 N. Los Robles Avenue, Suite 250\n                 Pasadena, CA 91101\n                 Attention: Accounts Receivables\n\n                 Address for Notices to Landlord:\n\n\n                 135 N. Los Robles Avenue, Suite 250\n                 Pasadena, CA 91101\n                 Attention: General Counsel\n\n                 With a copy to:\n\n                 11440 West Bemardo Court, Suite 170\n                 San Diego, CA 92127\n                 Attention: Asset Management\n\n          2.1.10 Address for Notices to Tenant Prior to Term Commencement Date:\n\n                 291 North Bemardo\n                 Mountain view, California 94043\n\n                 Address for Notices to Tenant after Term Commencement Date:\n\n                 3005 1st Avenue\n                 Seattle, Washington 98121\n\n          2.1.11 The following Exhibits are attached hereto and incorporated\n                 herein: A, B, C, D, E, F, G and H.\n\n \n3.   Term\n     ----\n\n     3.1   This Lease shall take effect upon the Effective Date and, except as\nspecifically otherwise provide within this Lease, each of the provisions hereof\nshall be binding upon and inure to the benefit of Landlord and Tenant, and each\nof their respective successors and permitted assigns, from the Effective Date.\n\n     3.2   The term of this Lease (the \"Term\") will be that period from the Term\n                                        ----                                    \nCommencement Date as defined in Section 4.2 below through the Term Expiration\nDate, as such may be terminated or extended as provided herein.\n\n4.   Possession And Commencement Date\n     --------------------------------\n\n     4.1   Landlord shall use commercially reasonable efforts to tender\npossession of the Demised Premises to Tenant on October 1, 1998 (the \"Target\n                                                                      ------\nTerm Commencement Date\").  Tenant agrees that in the event Landlord fails to\n----------------------                                                      \ntender possession of the Demised Premises on or before the Target Term\nCommencement Date despite Landlord's use of commercially reasonable efforts to\ndo so (and not as a subterfuge for avoiding this Lease), Landlord shall not be\nliable to Tenant for any loss or damage resulting therefrom, and this Lease\nshall not be void or voidable except in the event that Landlord is unable, after\ntaking commercially reasonable efforts, to tender possession of the Demised\nPremises to Tenant on or before the date which is one hundred twenty (120) days\nafter the Target Term Commencement Date, in which case either Landlord or Tenant\nmay elect in writing to terminate this Lease. Tenant shall promptly construct or\ncause to be constructed the Tenant Improvements (as hereinafter defined) in\naccordance with the terms and conditions of this Lease and the exhibits hereto,\nincluding, without limitation, Exhibit \"B\" attached hereto (the \"Work Letter\").\n                                                                 -----------    \nSubject to such terms and conditions, Tenant shall be allowed to construct a\nClass 10,000 clean room on the fourth floor of the Demised Premises.\nNotwithstanding anything to the contrary set forth herein, Tenant shall have\naccess to and the right to occupy the Demised Premises free of Basic Annual Rent\nor Additional Rent from the Term Commencement Date until the Rent Commencement\nDate, hereinafter defined.\n\n     4.2   The \"Term Commencement Date\" shall be October 1, 1998.\n                ----------------------                           \n\n     4.3   Access to and possession of areas necessary for utilities, services,\nsafety and operation of the Building and the Project are reserved to Landlord,\nexcept to the extent otherwise expressly provided herein. When Landlord or\nLandlord's representatives are accessing such areas, Landlord shall use\nreasonable efforts to minimize any interference with Tenant's business, a\nrepresentative of Tenant may accompany Landlord, and Landlord shall comply with\nthe reasonable security requirements of Tenant.\n\n     4.4   Tenant shall cause to be constructed the tenant improvements in the\nDemised Premises (the \"Tenant Improvements\") pursuant to the Work Letter at a\n                       -------------------                                   \ncost to Landlord not to exceed Three Million Five Hundred Thirty-two Thousand\nThree Hundred Fifty Dollars ($3,532,350.00) (based upon fifty dollars ($50.00)\nper square foot of Rentable Area) (the \"Tenant Improvement Allowance\") which\n                                        ----------------------------        \nshall include the cost of construction, project management by Landlord (for\nwhich Additional Rent in amount not to exceed three percent (3%) of the Tenant\nImprovement Allowance may be charged), cost of space planning, architect,\n\n \nengineering and other related services, building permits and other planning and\ninspection fees. If Landlord reasonably determines that the total cost of the\nTenant Improvements will exceed the Tenant Improvement Allowance, then Tenant\nshall immediately, and as a condition to Landlord's obligation to expend or\ndisburse any portion of the Tenant Improvement Allowance, provide evidence to\nLandlord of the availability of funds sufficient to pay such excess costs.\nTenant shall have until July 1, 2000 to expend the Tenant Improvement Allowance,\nafter which date Landlord's obligation to fund the Tenant Improvement Allowance\nshall expire.  Landlord shall make reasonable progress payments from the Tenant\nImprovement Allowance; provided, however, that Landlord receives full and\ncomplete lien releases as Landlord makes such payments from all general\ncontractors and major subcontractors and major suppliers to the fullest extent\navailable at law.  Tenant shall be responsible in any event for ensuring that\nthe Tenant Improvements, when completed, are lien free.\n\n     4.5   Intentionally Omitted.\n\n     4.6   Landlord shall deliver the Demised Premises to Tenant on the Term\nCommencement Date clean and free of debris. Landlord warrants to Tenant that the\nDemised Premises delivered to Tenant on the Term Commencement Date shall be in\ngood operating condition on the date of such delivery.\n\n5.   Rent\n\n     5.1   Basic Annual Rent.  Tenant agrees, commencing on January 1, 1999 (the\n           ------------------                                                   \n\"Rent Commencement Date\") to pay Landlord as Basic Annual Rent for the Demised\n ----------------------                                                       \nPremises the sum set forth in Section 2.1.3. Basic Annual Rent shall be paid in\nthe equal monthly installments set forth in Section 2.1.4, each in advance on\nthe first day of each and every calendar month during the Term. Notwithstanding\nanything to the contrary set forth herein, Tenant shall have no obligation to\npay Basic Annual Rent for any period prior to the Rent Commencement Date.\n\n     5.2   Additional Rent.  In addition to Basic Annual Rent, Tenant agrees to\n           ---------------                                                     \npay to Landlord as additional rent (\"Additional Rent\") at times hereinafter\n                                     ---------------                       \nspecified in this Lease (i) Tenant's pro rata share, as set forth it Section\n2.1.6 (\"Tenant's Pro Rata Share\"), of each of Building Operating Expenses and of\n        -----------------------                                                 \nProject Operating Expenses, as provided in Article 7 and (ii) any other amounts\nthat Tenant assumes or agrees to pay under the provisions of this Lease that are\nowed to Landlord, including, without limitation, any and all other sums that may\nbecome due by reason of any default of Tenant or failure on Tenant's part to\ncomply with the agreements, terms, covenants and conditions of this Lease to be\nperformed by Tenant, after notice and lapse of applicable cure period.\nNotwithstanding anything to the contrary set forth herein, Tenant shall have no\nobligation to pay Additional Rent for any period prior to the Rent-Commencement\nDate.\n\n     5.3   Improvement Rent.  In addition to Annual Base Rent and Additional\n           ----------------                                                 \nRent, Tenant further agrees to pay to Landlord the amount necessary\n(\"Improvement Rent\") to fully amortize the Outstanding Tenant Improvement\n  ----------------                                                       \nAllowance (as hereinafter defined) at a rate of twelve and one-half percent\n(12.5%) over the period from the date such Tenant Improvements are substantially\ncompleted to the Term Expiration Date (without extension for any exercise of the\nExtension Right, as hereinafter defined).  Improvement Rent shall be paid\nmonthly on the first of \n\n \neach calendar month during the Term. As used herein, \"Outstanding Tenant\n                                                      ------------------\nImprovement Allowance\" shall mean the amount of the Tenant Improvement \n---------------------                                           \nAllowance actually disbursed or incurred by Landlord from time to time, less any\nportion thereof which has previously been amortized and repaid by Tenant\npursuant to this Section 5.3. Notwithstanding anything to the contrary set forth\nherein, Tenant shall have no obligation to pay Improvement Rent prior to the\nTerm Commencement Date unless Tenant breaches this Lease or commits a Default\n(as such term is hereinafter defined) hereunder and this Lease is terminated as\na result thereof, in which case the entire remaining unamortized Outstanding\nTenant Improvement Allowance shall immediately become due and payable and Tenant\nshall pay the same.\n\n     5.4   Basic Annual Rent, Additional Rent and Improvement Rent shall\ntogether be denominated \"Rent\". Rent shall be paid to Landlord, without\n                         ----                                \nabatement, deduction, or offset, in lawful money of the United States of\nAmerica, at the office of Landlord as set forth in Section 2.1.9 or to such\nother person or at such other place as Landlord may from time designate in\nwriting. In the event the Term commences or ends on a day other than the first\nday of a calendar month, then the Rent for such fraction of a month shall be\nprorated for such period on the basis of a thirty (30) day month and shall be\npaid at the then current rate for such fractional month.\n\n6.   Intentionally Omitted.\n\n7.   Operating Expenses\n     ------------------\n\n     7.1   As used herein, (i) the term \"Building Operating Expenses\" shall mean\n                                         ---------------------------            \nthose Operating Expenses related to the Building and any other area of the\nProject with respect to which Tenant has exclusive use, and (ii) the term\n\"Project Operating Expenses\" shall mean those Operating Expenses related to the\n --------------------------                                                    \nProject Common Areas.  As used herein, \"Operating Expenses\", with respect to\n                                        ------------------                  \nProject Operating Expenses or Building Operating Expenses, as applicable, shall\ninclude the following to the extent actually incurred by Landlord:\n\n           7.1.1   Government impositions, other than those set forth in Section\n7.1.3 or expressly excluded in Section 7.1.2, not paid directly by Tenant,\nincluding, without limitation, property tax costs consisting of real and\npersonal property taxes and assessments (including amounts due under any\nimprovement bond upon the Building or the Project, including the parcel or\nparcels of real property upon which the Building or the Project are located or\nassessments levied in lieu thereof) imposed by any governmental authority or\nagency; any tax on or measured by gross rentals received from the rental of\nspace in the Building, or tax based on the square footage of the Demised\nPremises, the Building or the Project as well as any utilities surcharges, or,\nexcept as otherwise specifically set forth herein, any other costs levied,\nassessed or imposed by, or at the direction of, or resulting from statutes or\nregulations, or interpretations thereof, promulgated by any federal, state,\nregional, municipal or local government authority in connection with the use or\noccupancy by Tenant or its employees, agents, contractors or permitted\nsubtenants of the Building or the parking facilities serving the Building or the\nProject; any tax on this transaction or any document to which Tenant is a party\ncreating or transferring an interest in the Demised Premises; any fee for a\nbusiness license required to be held by Landlord to operate the Building for the\npurposes contemplated by this Lease; any expenses, including the reasonable cost\nof attorneys or experts, reasonably incurred by Landlord in seeking a reduction\nby the taxing authority of the applicable taxes.\n\n \n           7.1.2   All other costs of any kind paid or incurred by Landlord in\nconnection with the operation and maintenance of the Building and the Project\nincluding, by way of examples and not as a limitation upon the generality of the\nforegoing, costs of repairs and replacements to the Building or the other\nimprovements within the Project as appropriate to maintain the Building or the\nProject as required hereunder, including cost of funding such reasonable\nreserves as Landlord, consistent with good business practice, may establish to\nprovide for future repairs and replacements, costs of utilities furnished to the\nProject Common Areas; sewer fees; cable T.V.; trash collection; cleaning,\nincluding windows; heating; ventilation; air-conditioning; maintenance of\nlandscape and grounds; maintenance of drives and parking areas; security\nservices and devices; building supplies; maintenance for and replacement of\nequipment utilized for operation and maintenance of the Project: license, permit\nand inspection fees; sales, use and excise taxes on goods and services purchased\nby Landlord in connection with the operation, maintenance or repair of the\nProject and Building systems and equipment; telephone, postage, stationary\nsupplies and other expenses incurred in connection with the operation,\nmaintenance, or repair of the Project; accounting, legal and other professional\nfees and expenses incurred in connection with the Project; the cost of\nfurniture, draperies, carpeting, landscaping and other customary and ordinary\nitems of personal property provided by Landlord for use in Common Areas; the\ncosts of any capital repairs or improvements (\"Capital Repairs\") to the Building\n                                               ---------------                  \nor the Project Common Areas which can be amortized over a useful life in excess\nof one year pursuant to the Internal Revenue Code and the regulations\npromulgated therein (the \"Code\"), the cost of which Capital Repairs shall be\n                          ----                                              \namortized over the useful life of the item in question (such useful life to be\nthe same as set forth in the Code but in no event greater than ten (10) years),\nand only the annual amortized amount shall be included as part of Operating\nExpenses; costs of complying with any applicable laws and regulations concerning\nthe generation, handling, storage or transportation of Hazardous Materials (as\nhereinafter defined), except to the extent such costs are caused by the actions\nof other tenants of the Project or by the actions of Landlord, and not including\nthe cost of the actual work of remediation or investigation; insurance premiums,\nincluding premiums for public liability, property casualty, earthquake and\nenvironmental coverages; portions of insured losses paid by Landlord as part of\nthe deductible portion of such losses by reason of insurance policy terms;\nservice contracts; costs of services of independent contractors retained to do\nwork of nature or type herein referenced; and costs of compensation (including\nemployment taxes and fringe benefits) of all persons who perform regular and\nrecurring duties connected with the day-to-day operation and maintenance of the\nProject, its equipment, the adjacent walks, landscaped areas, drives, and\nparking areas, including without limitation, janitors, floor waxers, window-\nwashers, watchmen, gardeners, sweepers, and handymen and costs of management\nservices (exclusive of Landlord's overhead and salaries and benefits of\nLandlord's personnel, officers and executives), which costs of management\nservices shall be three percent (3%) of the Basic Annual Rent due from Tenant\n(the \"Management Fee\").\n      --------------   \n\n           7.1.3   Notwithstanding the foregoing, Operating Expenses shall not\ninclude:\n\n                   (a)  any net income, franchise, capital stock, estate or\ninheritance taxes or taxes which are the personal obligation of Landlord, Tenant\nor of another tenant of the Project;\n\n \n                   (b)  any leasing commissions or expenses which relate to\npreparation of rental space for a tenant;\n\n                   (c)  expenses of initial development and construction,\nincluding but not limited to, grading, paving, landscaping, and decorating (as\ndistinguished from maintenance repair and replacement of the foregoing);\n\n                   (d)  legal expenses relating to other tenants;\n\n                   (e)  costs or expenditures to the extent reimbursed by\npayments received by Landlord;\n\n                   (f)  principal, interest or other amounts paid (but excluding\nany amount paid as a result of any act or omission of Tenant) on loans to\nLandlord or secured by mortgages or deeds of trust or pursuant to any ground\nlease covering the Project or a portion thereof (provided interest upon a\ngovernment assessment or improvement bond payable in installments is an\nOperating Expense under Section 7.1.1 above);\n\n                   (g)  fines, penalties and late charges unless incurred as a\nresult of any act or omission of Tenant;\n\n                   (h)  promotional and advertising expenses attributable to\nmarketing of other leaseable space in the Building other than Building signage;\n\n                   (i)  salaries of executive officers of Landlord and employees\nof Landlord;\n\n                   (j)  depreciation claimed by Landlord for tax purposes\n(provided this exclusion of \"depreciation\" is not intended to delete from\nOperating Expenses actual costs of repairs and replacements and reasonable\nreserves in regard thereto which are provided for in Section 7.1.2 above);\n\n                   (k)  any ground lease rental;\n\n                   (l)  costs, including permit, license and inspection costs,\nincurred with respect to the installation of other tenants' or other occupants'\nimprovements in the Building or incurred in otherwise renovating or otherwise\nimproving, decorating, painting or redecorating vacant space for other tenants\nor other occupants of the Building;\n\n                   (m)  depreciation, amortization and interest payments, except\nas provided herein and except on materials, tools, supplies and other vendor-\ntype equipment purchased by Landlord to enable Landlord to supply services\nLandlord might otherwise contract for with a third party where such\ndepreciation, amortization and interest payments would otherwise have been\nincluded in the charge for such third party's services, all as determined in\naccordance with generally accepted accounting principles, consistently applied,\nand when depreciation or amortization is permitted or required, the item shall\nbe amortized over its reasonably anticipated useful life;\n\n \n                   (n)  marketing costs, including, without limitation, leasing\ncommissions, attorneys' fees, space planning costs, and other costs and expenses\nincurred in connection with lease, sublease and\/or assignment negotiations and\ntransactions with present or prospective tenants or other occupants of the\nBuilding or Project;\n\n                   (o)  expenses in connection with services or other benefits\nwhich are not offered to Tenant or for which Tenant is charged for directly but\nwhich are provided to another tenant or occupant of the Building;\n\n                   (p)  costs incurred by Landlord due to the violation by\nLandlord or any tenant of the terms and conditions of any lease of space in the\nBuilding, except to the extent contributed to by Tenant;\n\n                   (q)  overhead and profit increment paid to Landlord or to\nsubsidiaries or affiliates of Landlord for goods and\/or services in or to the\nBuilding or Project to the extent the same exceeds the costs of such goods\nand\/or services rendered by unaffiliated third parties on a competitive basis,\nexcept for the Management Fee;\n\n                   (r)  interest, principal, points and fees on debts or\namortization on any mortgage or mortgages or any other debt instrument\nencumbering the Building or the Project (except as otherwise permitted herein);\n\n                   (s)  Landlord's general corporate overhead and general and\nadministrative expenses, except for the Management Fee;\n\n                   (t)  tax penalties incurred as a result of Landlord's\nnegligence, inability or unwillingness to make payments and\/or to file any tax\nor informational returns when due, except to the extent contributed to by\nTenant;\n\n                   (u)  costs arising from the gross negligence or willful\nmisconduct or fault of other tenants or Landlord or its agents, representatives,\ninvitees or guests;\n\n                   (v)  costs for sculpture, paintings or other objects of art;\n\n                   (w)  costs (including in connection therewith all attorneys'\nfees and costs of settlement judgments and payments in lieu thereof) arising\nfrom claims, disputes or potential disputes in connection with potential or\nactual claims, litigation or arbitrations pertaining to Landlord or the Building\nor the Project, except to the extent relating to or regarding the Tenant or its\nagents; and\n\n                   (x)  costs associated with the operation of the business of\nthe partnership or entity which constitutes Landlord as the same are\ndistinguished from the costs of operation of the Building, including partnership\naccounting and legal matters, costs of defending any lawsuits with any mortgagee\n(except as the actions of Tenant may be in issue), costs of selling,\nsyndicating, financing, mortgaging or hypothecating any of Landlord's interest\nin the Building, costs of any disputes between Landlord and its employees (if\nany) not engaged in Building operation, disputes of Landlord with Building\nmanagement, or outside fees paid in connection with disputes with other tenants.\n\n \n     7.2   Tenant shall pay to Landlord on the first day of each calendar month\nof the Term, as Additional Rent, Landlord's estimate of Tenant's Pro Rata Share\nof Building Operating Expenses and Tenant's Pro Rata Share of Project Operating\nExpenses for such month.\n\n           7.2.1   Within ninety (90) days after the conclusion of each calendar\nyear, (or such longer period as may be reasonably required) Landlord shall\nfurnish to Tenant a statement showing in reasonable detail the actual Operating\nExpenses and Tenant's Pro Rata Share of Building Operating Expenses and Tenant's\nPro Rata Share of Project Operating Expenses for the previous calendar year.\nAny additional sum due from Tenant to Landlord shall be immediately due and\npayable within ten (10) days after any written request therefor.  If the amounts\npaid by Tenant pursuant to Section 7.2 exceed Tenant's Pro Rata Share of\nBuilding Operating Expenses or Tenant's Pro Rata Share of Project Operating\nExpenses for the previous calendar year, Landlord shall, at Landlord's option,\neither (i) credit the excess amount to the next succeeding installments of\nestimated Additional Rent, or (ii) pay the excess to Tenant within thirty (30)\ndays after delivery of such statements.\n\n           7.2.2   Any amount due under Section 7.2 for any period which is less\nthan a full month shall be prorated (based on a thirty (30) day month) for such\nfractional month.\n\n     7.3   Landlord's annual statement shall be final and binding upon Tenant\nunless Tenant, within sixty (60) days after Tenant's receipt thereof, shall\ncontest any item therein by giving written notice to Landlord, specifying each\nitem contested and the reason therefor. If, during such sixty (60) day period,\nTenant reasonably and in good faith questions or contests the correctness of\nLandlord's statement of Tenant's Pro Rata Share of Building Operating Expenses\nor Tenant's Pro Rata Share of Project Operating Expenses, Landlord will provide\nTenant with access to Landlord's books and records and such information as\nLandlord reasonably determines to be responsive to Tenant's questions.  In the\nevent that after Tenant's review of such information, Landlord and Tenant cannot\nagree upon the amount of Tenant's Pro Rata Share of Building Operating Expenses\nor Tenant's Pro Rata Share of Project Operating Expenses, then Tenant shall have\nthe right to have an independent public accounting firm selected from among the\nten (10) largest in the United States hired by Tenant (at Tenant's sole cost and\nexpense) and approved by Landlord (which approval shall not be unreasonably\nwithheld or delayed) audit and\/or review such Landlord's books and records for\nthe year in question (the \"Independent Review\").  The results of any such\n                           ------------------                            \nIndependent Review shall be binding on Landlord and Tenant.  If the Independent\nReview shows that Tenant's Pro Rata Share of Building Operating Expenses or\nTenant's Pro Rata Share of Project Operating Expenses actually paid for the\ncalendar year in question exceeded Tenant's obligations for such calendar year,\nLandlord shall at Landlord's option either (1) credit the excess amount to the\nnext succeeding installments of estimated Additional Rent or (2) pay the excess\nto Tenant within thirty (30) days after delivery of such statement.  If the\nIndependent Review shows that Tenant's payments of Tenant's Pro Rata Share of\nBuilding Operating Expenses or Tenant's Pro Rata Share of Project Operating\nExpenses for such calendar year were less than Tenant's obligation for the\ncalendar year, Tenant shall pay the deficiency to the Landlord within thirty\n(30) days after delivery of such statement.  If the Independent Review\ndetermines that the total charged to Tenant in the annual statement exceeds the\ncorrect total by more than seven and one-half percent (7.5%), then the costs\nand expenses of the independent public accounting firm conducting the\nIndependent Review shall be paid by Landlord.\n\n \n     7.4   Tenant shall not be responsible for Building Operating Expenses or\nProject Operating Expenses attributable to the time period prior to the Rent\nCommencement Date. The responsibility of Tenant for Tenant's Pro Rata Share of\nBuilding Operating Expenses and Tenant's Pro Rata Share of Project Operating\nExpenses shall continue to the latest of (i) the date of termination of the\nLease, (ii) the date Tenant has fully vacated the Demised Premises (including,\nwithout limitation, the removal of all items required hereby to be removed and\nthe completion of all procedures necessary to fully release and terminate any\npermits or licenses restricting the use of the Demised Premises in any manner),\nor (iii) if Tenant's right to possession of the Demised Premises is terminated\ndue to the default of Tenant, the date of rental commencement of a replacement\ntenant.\n\n     7.5   Building Operating Expenses and Project Operating Expenses for the\ncalendar year in which Tenant's obligation to share therein commences and in the\ncalendar year in which such obligation ceases, shall be prorated on a basis\nreasonably determined by Landlord. Expenses such as taxes, assessments and\ninsurance premiums which are incurred for an extended time period shall be\nprorated based upon time periods to which applicable so that the amounts\nattributed to the Demised Premises relate in a reasonable manner to the time\nperiod wherein Tenant has an obligation to share in Building Operating Expenses\nand Project Operating Expenses. Notwithstanding anything set forth herein to the\ncontrary, if the Rent Commencement Date falls on a day other than the first day\nof an insurance coverage period, tax fiscal year or other period to which an\nOperating Expense is allocable or attributable, or if this Lease terminates on a\nday other than the last day of an insurance coverage period, tax fiscal year or\nother period to which an Operating Expense is allocable or attributable, then\nthe amount of the Operating Expenses payable by Tenant with respect to such\nfirst or last partial insurance coverage period, tax fiscal year or other period\nshall be prorated based on the ratio of the number of days during such insurance\ncoverage period, tax fiscal year or other period in which this Lease is in\neffect to the total number of days in such insurance coverage period, tax fiscal\nyear or other period.\n\n     7.6   Notwithstanding anything set forth herein to the contrary, in the\nevent the Project is not one hundred percent (100%) occupied during any entire\nyear of the Term, an adjustment shall be made by Landlord in computing Tenant's\nPro Rata Share of Project Operating Expenses for such year so that Tenant's Pro\nRata Share of Project Operating Expenses shall be computed for such year as\nthough the Project had been one hundred percent (100%) occupied during such\nentire year.  Landlord further agrees that since one of the purposes of\nOperating Expenses and the gross up provision is to require Tenant to pay for\nthe costs attributable to the Demised Premises, (i) Landlord will not collect or\nbe entitled to collect Operating Expenses from all of its tenants in an amount\nwhich is in excess of one hundred percent (100%) of the Operating Expenses\nactually paid by Landlord in connection with the operation of the Building and\nthe Project, and (ii) Landlord shall make no profit from Landlord's collections\nof Operating Expenses. All assessments and premiums which are not specifically\ncharged to Tenant because of what Tenant has done, which can be paid by Landlord\nin installments, shall be paid by Landlord in the maximum number of installments\npermitted by law and not included as Operating Expenses except in the year in\nwhich the assessment or premium installment is actually paid; provided, however,\nthat if the prevailing practice in comparable buildings is to pay such\nassessments or premiums on an earlier basis, and Landlord pays on such basis,\nsuch assessments or premiums shall be included in Operating Expenses as paid by\nLandlord.\n\n \n     7.7  The parties agree that statements in this Lease to the effect that    \nLandlord is to perform certain of its obligations hereunder at its own cost and\nexpense shall not be interpreted as excluding any cost from Building Operating\nExpenses or Project Operating Expenses if such cost is an Operating Expense\npursuant to the terms of this Lease.\n\n8.   Rentable Area\n     -------------\n\n     8.1  As used herein, the terms \"Rentable Area\" shall be calculated in\n                                     -------------                        \naccordance with the 1996 Standard Method for Measuring Floor Area in Office\nBuildings as adopted by the Building Owners and Managers Association.\n\n     8.2  The Rentable Area of the Building is generally determined by making\nseparate calculations of Rentable Area applicable to each floor within the\nBuilding and totaling the Rentable Area of all floors within the Building.  The\nRentable Area of a floor is computed by measuring to the outside finished\nsurface of the permanent outer Building walls.  The full area calculated as\nbefore set forth is included as Rentable Area without deduction for columns and\nprojections or vertical penetrations which are defined as stairs, elevator\nshafts, flues, pipe shafts, vertical ducts, and the like and their enclosing\nwalls.\n\n     8.3  The Rentable Area of the Project is the total of Rentable Area of all\nbuildings within the Project.\n\n     8.4  Review of allocations of Rentable Areas as between tenants of the\nProject may be made as frequently as in Landlord's opinion appears appropriate\nin order to facilitate an equitable apportionment of Project Operating Expenses.\nSuch review shall be performed by a licensed architect and the allocations\ncertified as true and correct by such licensed architect and Tenant shall be\nbound by such certifications.\n\n9.   Security Deposit\n     ----------------\n\n     9.1  Tenant has deposited with Landlord the sum set forth in Section 2.1.7\n(the \"Security Deposit\") which Security Deposit shall be held by Landlord as\n      ----------------                                                      \nsecurity for the performance by Tenant of all of the terms, covenants, and\nconditions of this Lease to be kept and performed by Tenant during the Term.  If\nTenant defaults with respect to any provision of this Lease, including, but not\nlimited to, any provision relating to the payment of Rent, Landlord may (but\nshall not be required to) use, apply or retain all or any part of the Security\nDeposit for the payment of any Rent or any other sum in default, or to\ncompensate Landlord for any other loss or damage which Landlord may suffer by\nreason of Tenant's default.  If any portion of the Security Deposit is so used\nor applied, Tenant shall, within five (5) business days after Landlord's demand\ntherefor, deposit cash with Landlord in an amount sufficient to restore the\nSecurity Deposit to its original amount, and Tenant's failure to do so shall be\na material breach of this Lease.  Landlord shall not be required to keep the\nSecurity Deposit separate from its general fund, and Tenant shall not be\nentitled to any interest on the Security Deposit.\n\n     9.2  Intentionally Omitted.\n\n \n     9.3  In the event of bankruptcy or other debtor-creditor proceedings\nagainst Tenant, the Security Deposit shall be deemed to be applied first to the\npayment of Rent and other charges due Landlord for all periods prior to the\nfiling of such proceedings.\n\n     9.4  Landlord may deliver the Security Deposit to any purchaser of\nLandlord's interest in the Demised Premises, provided such purchaser assumes in\nfull in writing Landlord's obligations hereunder, and thereupon Landlord shall\nbe discharged from any further liability with respect to the Security Deposit.\nThis provision shall also apply to any subsequent transfers.\n\n     9.5  If Tenant shall fully perform every provision of this Lease to be\nperformed by Tenant, the Security Deposit, or any balance thereof, shall be\nreturned to Tenant (or, at Landlord's option, to the last assignee of Tenant's\ninterest hereunder) within ninety (90) days after the expiration or earlier\ntermination of this Lease.\n\n10.  Use\n     ---\n\n     10.1 Tenant shall use the Demised Premises for the purpose set forth in\nSection 2.1.8 and shall not use the Demised Premises, or permit or suffer the\nDemised Premises to be used, for any other purpose without the prior written\nconsent of Landlord which may be withheld in Landlord's reasonable discretion;\nprovided, however, that if Tenant desires to reduce the laboratory space at the\nDemised Premises from that initially approved by Landlord pursuant to this Lease\nand the Work Letter, then Tenant must first provide Landlord with reasonable\nfinancial assurances (such as an increased security deposit or acceptable letter\nof credit) that Tenant will restore the Demised Premises and Tenant Improvements\nat the end of the Term to the same condition as Landlord initially approved\npursuant to this Lease and the Work Letter, and Tenant must, in fact, perform\nsuch restoration prior to the end of the Term.\n\n     10.2 Tenant shall not use or occupy the Demised Premises in violation of\nany federal, state and local laws and regulations, zoning ordinances, or the\ncertificate of occupancy issued for the Building, and shall, upon five (5) days'\nwritten notice from Landlord, discontinue any use of the Demised Premises which\nis declared or claimed by any governmental authority having jurisdiction to be a\nviolation of law, regulation or zoning ordinance or of such certificate of\noccupancy, or which violates a law, regulation or zoning ordinance or the\ncertificate of occupancy.  Tenant shall comply with any order or directive of\nany governmental authority having jurisdiction which shall, by reason of the\nnature of Tenant's particular use or occupancy of the Demised Premises, impose\nany duty upon Tenant or Landlord with respect to the Demised Premises or with\nrespect to Tenant's particular use or occupation thereof.  Subject to Tenant's\nobligations elsewhere under this Lease, Tenant shall not be responsible for\ncompliance with any laws, codes, rules, regulations, ordinances or other\ngovernmental directives where such compliance is not related to Tenant's\nparticular use and occupancy of the Demised Premises, and Tenant shall be\nobligated to make only those alterations in the Demised Premises that are\nrequired by reason of Tenant's particular use of the Demised Premises which are\nnot generally applicable to the Project or other tenants in the Project.\n\n     10.3 Tenant shall not do or permit to be done anything which will\ninvalidate or increase the cost of any fire, environmental, extended coverage or\nany other insurance policy covering the Building and Project and shall comply\nwith all rules, orders, regulations, and \n\n \nrequirements of the insurers of the Building and Project and Tenant shall\npromptly upon demand reimburse Landlord for any additional premium charged for\nsuch policy to the extent caused by reason of Tenant's failure to comply with\nthe provisions of this Section 10.3.\n\n     10.4 No additional locks or bolts of any kind shall be placed upon any of\nthe doors or windows by Tenant nor shall any changes be made in existing locks\nor the mechanism thereof without the prior written consent of Landlord, which\nconsent shall not be unreasonably withheld.  Tenant must, upon termination of\nthis Lease return to Landlord all keys to offices and restrooms, either\nfurnished to, or otherwise procured by Tenant.  In the event any key so\nfurnished is lost, Tenant shall pay to Landlord the cost of replacing the same\nor of changing the lock or locks opened by such lost key if Landlord shall deem\nit necessary to make such change.\n\n     10.5 No awnings or other projection shall be attached to any outside wall\nof the Building.  No curtains, blinds, shades or screens shall be attached to or\nhung in, or used in connection with, any window or door of the Demised Premises\nwithout Landlord's consent, not to be unreasonably withheld or delayed.  Neither\nthe interior nor exterior of any windows shall be coated or otherwise\nsunscreened without the express written consent of Landlord, nor shall any\nbottles, parcels, or other articles be placed on the windowsills.  No equipment,\nfurniture or other items of personal property shall be placed on any exterior\nbalcony without the express written consent of Landlord.\n\n     10.6 Tenant shall have the right to affix signage displaying Tenant's\ncorporate name and\/or logo (the \"Building Signage\") on the Building as permitted\n                                 ----------------                               \nby code at Tenant's sole cost and expense with the prior written consent of\nLandlord, which consent is not to be unreasonably withheld or delayed.  No sign,\nadvertisement, or notice other than the Building Signage shall be exhibited,\npainted or affixed by Tenant on any exterior part of the Demised Premises or the\nBuilding without the prior written consent of Landlord, which consent shall not\nbe unreasonably withheld.\n\n     10.7 Tenant shall cause any office equipment or machinery to be installed\nin the Demised Premises so as to reasonably prevent sounds or vibrations\ntherefrom from extending into the Project Common Areas.  Further, no equipment\nweighing five hundred (500) pounds, or greater, shall be placed upon the Demised\nPremises without advance notice to and approval by Landlord.  Placement of such\nequipment, if approved by Landlord, shall be only at a location designed to\ncarry the weight of such equipment.\n\n     10.8 Tenant shall not do or permit anything to be done in or about the\nDemised Premises which shall in any way obstruct or interfere with the rights of\nother tenants or occupants of the Project, or injure or annoy them, or use or\nallow the Demised Premises to be used for immoral, unlawful or objectionable\npurpose, nor shall Tenant knowingly cause, maintain or permit any nuisance or\nwaste in, on, or about the Demised Premises, Building or Project.\n\n     10.9 Notwithstanding any other provision herein to the contrary, Tenant\nshall be responsible for all liabilities, costs and expense arising out of or in\nconnection with the compliance of the Demised Premises with the Americans With\nDisabilities Act, 42 U.S.C. (S) 12101, et seq.  (together with regulations\npromulgated pursuant thereto, \"ADA\") and Tenant \n                               ---                                              \n\n \nshall indemnify, defend and hold harmless from and against any loss, cost,\nliability or expense (including reasonable attorneys fees and disbursements)\narising out of any failure of the Demised Premises to comply with the ADA;\nprovided, however, that Landlord shall be responsible for the costs, if any, as\nof the Term Commencement Date, of bringing into compliance with the ADA: (i) the\nrestrooms on the fourth floor of the Demised Premises; and (ii) only those other\nitems identified in the Mahlum &amp; Nordfors McKinley Gordon Architectural Report\nattached hereto as Exhibit \"H\" (the \"Architectural Report\") as possibly not\n                                     --------------------      \nbeing in compliance with the ADA, and then only to the extent required by\ngovernmental authority.\n\n11.  Brokers\n     -------\n\n     11.1 Landlord and Tenant each represent and warrant to the other party that\nit has had no dealings with any real estate broker or agent in connection with\nthe negotiation of this Lease other than Kidder, Mathews &amp; Segner Inc.\n(\"Kidder\") and CB Commercial Real Estate Group (\"CB\", and together with Kidder,\n  ------                                         --                            \n\"Brokers\"), as has been disclosed in writing to Landlord and Tenant and that\n -------                                                                    \nneither Landlord nor Tenant knows of any other real estate broker or agent who\nis or might be entitled to a commission in connection with this Lease.  Each of\nthe parties acknowledges that Kidder represents only Landlord and CB represents\nonly Tenant in connection with this transaction.\n\n     11.2 Landlord and Tenant each hereby indemnifies the other party and shall\ndefend, hold and save such party harmless from and against any and all claims\nfor any commissions or fees in connection with this Lease made by any broker or\nfinder having worked, or claiming to have worked, on behalf of the indemnifying\nparty, other than Brokers.\n\n     11.3 Landlord and Tenant each represent and warrant to the other that no\nbroker or agent has made any representation or warranty relied upon by it in its\ndecision to enter into this Lease other than as contained in this Lease.\n\n     11.4 Tenant acknowledges and agrees that the employment of brokers by\nLandlord is for the purpose of solicitation of offers of lease from prospective\ntenants and no authority is granted to any broker to furnish any representation\n(written or oral) or warranty from Landlord unless expressly contained within\nthis Lease.  Landlord in executing this Lease does so in reliance upon Tenant's\nrepresentations and warranties contained within this Article 11 hereof.\n\n12.  Holding Over\n     ------------\n\n     12.1 If, with Landlord's express written consent, Tenant holds possession\nof all or any part of the Demised Premises after the expiration or earlier\ntermination of the Term, Tenant shall become a tenant from month-to-month upon\nthe date of such expiration or earlier termination, and in such case Tenant\nshall continue to pay Basic Annual Rent in the amount payable upon the date of\nthe expiration or earlier termination of this Lease, and all other provisions,\nrepresentations, covenants and agreements contained herein, other than with\nrespect to the Term and any extensions thereof shall remain in full force and\neffect.\n\n     12.2 Notwithstanding the foregoing, if Tenant remains in possession of the\nDemised Premises after the expiration or earlier termination of the Term without\nthe express written consent of Landlord, Tenant shall become a tenant at\nsufferance upon the terms of this Lease \n\n \nexcept that the monthly rental shall be equal to one hundred fifty percent\n(150%) of the Basic Annual Rent and Additional Rent in effect during the last\nthirty (30) days of the Term. Tenant shall be responsible for all damages\nsuffered by Landlord resulting from or occasioned by Tenant's holding over.\n\n     12.3 Acceptance by Landlord of Rent after such expiration or earlier\ntermination shall not result in a renewal or reinstatement of this Lease.\n\n     12.4 The foregoing provisions of this Article 12 are in addition to and do\nnot affect Landlord's right to re-entry or any other rights of Landlord\nhereunder or as otherwise provided by law.\n\n13.  Taxes On Tenant's Property\n     --------------------------\n\n     13.1 Tenant shall pay, prior to delinquency, any and all taxes levied\nagainst any personal property or trade fixtures placed by Tenant in or about the\nDemised Premises.\n\n     13.2 If any such taxes on Tenant's personal property or trade fixtures are\nlevied against Landlord or Landlord's property or, if the assessed valuation of\nthe Building is increased by the inclusion therein of a value attributable to\nTenant's personal property or trade fixtures, and if Landlord, after written\nnotice to Tenant, pays the taxes based upon such increase in the assessed\nvalued, then Tenant shall upon demand repay to Landlord the taxes so levied\nagainst Landlord.\n\n14.  Condition Of Demised Premises\n     -----------------------------\n\n     Tenant acknowledges that neither Landlord nor any agent of Landlord has\nmade any representation or warranty with respect to the condition of the Demised\nPremises or the Building or Project, or with respect to the suitability for the\nconduct of Tenant's business.  The taking of possession of the Demised Premises\nby Tenant shall, except as otherwise agreed in writing by Landlord and Tenant\nand subject to any representations and warranties of Landlord or Tenant\ncontained herein, conclusively establish that the Demised Premises and Building\nwere at such time in good, sanitary and satisfactory condition and repair and in\nsubstantially the same condition as described in the environmental report\nattached hereto as Exhibit \"C\" as such report may be updated pursuant to the\n                   -----------                                              \nnext two sentences (the \"Environmental Report\").  The Environmental Report shall\n                         --------------------                                   \nbe updated with respect to the fourth floor of the Building at Landlord's sole\ncost and expense within sixty (60) days of the current tenant's vacation of such\nspace, and may be updated prior to the Term Commencement Date with respect to\nsuch other portions of the Building to be  occupied by Tenant as Tenant in its\nsole election and at its sole cost and expense may determine.  Landlord and\nTenant shall, in a reasonably prompt manner, mutually select a qualified\nenvironmental consultant to perform such update(s).\n\n15.  Common Areas And Parking Facilities\n     -----------------------------------\n\n     15.1 Tenant shall have the non-exclusive right, in common with others, to\nuse the Project Common Areas, subject to such reasonable and nondiscriminatory\nrules and regulations as are hereafter promulgated by Landlord in its\ndiscretion.  Landlord agrees that the rules and regulations shall not be\nchanged, revised or enforced in any unreasonable way by Landlord, nor modified\nor added to by Landlord in such a way as to unreasonably interfere with Tenant's\n\n \npermitted use of the Demised Premises set forth in this Lease.  Landlord shall\nnot enforce the rules and regulations in a manner which shall unreasonably\ninterfere with the Permitted Use of the Demised Premises as set forth in Section\n2.1.8 herein.\n\n     15.2 As an appurtenance to the Demised Premises, fifty (50) of the covered\nparking stalls located on the Project shall be reserved to Tenant, such stalls\nto be selected by Landlord.  Tenant shall pay Landlord a monthly rate of ninety\ndollars ($90) per stall (the \"Parking Rate\"). The Parking Rate may be adjusted\n                              ------------                                    \nas determined by Landlord at any time after the first year of the Term, not to\nexceed an increase of five percent (5%) in any calendar year.  Tenant\nacknowledges that Landlord has previously assigned certain parking stalls to\nanother tenant of the Project, and that Tenant has the right to use only its\nassigned parking stalls.\n\n     15.3 Tenant agrees not to unreasonably overburden the parking facilities\nand agrees to cooperate with Landlord and other tenants in the use of parking\nfacilities.  Landlord reserves the right to determine that parking facilities\nare becoming overcrowded and to limit Tenant's use thereof.  Upon such\ndetermination, Landlord may reasonably allocate parking spaces among Tenant and\nother tenants.  In the alternative, if Landlord determines that Tenant's\ncustomers, clients, or invitees appear to be using more than the number of\nparking spaces that would otherwise be attributable to a reasonable number of\nparking spaces for Tenant's use, Landlord may require Tenant and its employees\nto obtain parking outside the Project for such unreasonable excess uses.\nHowever, nothing in this Section 15.3 is intended to create an affirmative duty\non Landlord's part to monitor parking.\n\n     15.4 Landlord reserves the right to modify the Project Common Areas\nincluding the right to add or remove exterior and interior landscaping. Landlord\nagrees that the Project Common Areas shall not include any excess unimproved\nland development, but shall only include improved areas available to serve a\ncompleted building, where the area of the completed building is used to\ndetermine Tenant's Pro Rata Share of Project Operating Expenses.\n\n16.  Utilities And Services\n     ----------------------\n\n     16.1 Tenant shall pay for all water (including the cost to service, repair\nand replace reverse osmosis, deionized and other treated water), gas, heat,\nlight, power, telephone and other utilities supplied to the Demised Premises,\ntogether with any fees, surcharges and taxes thereon.  All such utilities shall\nbe separately metered to Tenant as of the Term Commencement Date.\n\n     16.2 Landlord shall not be liable for, nor shall any eviction of Tenant\nresult from, the failure to furnish any such utility or service whether or not\nsuch failure is caused by accident, breakage, repairs, strikes, lockouts or\nother labor disturbances or labor disputes of any character, governmental\nregulation, moratorium or other governmental action, inability despite the\nexercise of reasonable diligence or by any other cause except the willful\nmisconduct or the gross negligence of Landlord.  In the event of such failure,\nTenant shall not be entitled to any abatement or reduction of Rent, nor be\nrelieved from the operation of any covenant or agreement of this Lease.\n\n \n     16.3 Tenant shall pay directly to the applicable utility or service\nprovider, prior to delinquency, for any separately metered utilities and\nservices which may be furnished to Tenant or the Demised Premises during the\nTerm.\n\n     16.4 Tenant shall not, without the prior written consent of Landlord, which\nshall not be unreasonably withheld, use any device in the Demised Premises,\nincluding, but without limitation, data processing machines, which will in any\nway increase the amount of ventilation, air exchange, gas, steam, electricity or\nwater beyond that for which the Demised Premises are reasonably designed as of\nthe Term Commencement Date.\n\n     16.5 Provided that Landlord shall furnish Tenant with notice whenever\nreasonably possible, Landlord reserves the right to stop service of the\nelevator, plumbing, ventilation, air conditioning and electric systems, when\nnecessary, by reason of accident or emergency or for repairs, alterations or\nimprovements, in the good faith judgment of Landlord desirable or necessary to\nbe made, until said repairs, alterations or improvements shall have been\ncompleted, and Landlord shall further have no responsibility or liability for\nfailure to supply elevator facilities, plumbing, ventilation, air conditioning\nor electric service, when prevented from doing so by strike or accident, or by\nlaws, rules, order, ordinances, directions, regulations or requirements of any\nfederal, state, country or municipal authority or failure to deliver gas, oil or\nother suitable fuel supply or inability by exercise of reasonable diligence to\nobtain gas, oil or other suitable fuel.  It is expressly understood and agreed\nthat any covenants on Landlord's part to furnish any service pursuant to any of\nthe terms, covenants, conditions, provisions or agreements of this Lease, or to\nperform any act or thing for the benefit of Tenant, shall not be deemed breached\nif Landlord is unable to furnish or perform the same by virtue of a strike or\nlabor trouble or any other cause whatsoever.  Notwithstanding the foregoing,\nLandlord, in exercising its rights hereunder, shall use commercially reasonable\nefforts to minimize any disruption to or interference with the conduct of\nTenant's business.\n\n17.  Alterations\n     -----------\n\n     17.1 Other than the Tenant Improvements, Tenant shall make no alterations,\nadditions or improvements in or to the Demised Premises without Landlord's prior\nwritten consent, which approval shall not be unreasonably withheld (provided,\n                                                                    -------- \nhowever, that in the event any proposed alteration, addition or improvement\n-------                                                                    \naffects (i) any structural portions of the Building including exterior walls,\nroof, foundation and core of the Building, (ii) the exterior of the Building or\n(iii) any Building systems, including elevator, plumbing, air conditioning,\nheating electrical, security, life safety and power, then Landlord may withhold\nits consent with respect thereto in its sole and absolute discretion), and then\nonly by architects, contractors, suppliers or mechanics approved by Landlord in\nLandlord's reasonable discretion.  In seeking Landlord's approval, Tenant shall\nprovide Landlord, at least fourteen (14) days in advance of any proposed\nconstruction, with plans, specifications, bid proposals, work contracts and such\nother information concerning the nature and cost of the alterations as may be\nreasonably requested by Landlord.  Notwithstanding the foregoing or anything to\nthe contrary in this Lease: (i) Tenant shall not be required to obtain\nLandlord's consent to any non-structural alteration, addition or improvement\nwhich costs less than $20,000 per project, each project to include on-going and\nrelated work; (ii) if Landlord's consent is required and Landlord does not\nnotify Tenant in writing of its approval or disapproval within fifteen (15) days\nfollowing Tenant's request for approval, then Landlord shall be deemed \n\n \nto have disapproved the proposed alteration in question; (iii) all personal\nproperty of Tenant installed in the Demised Premises at Tenant's expense shall\nat all times remain Tenant's personal property, and Tenant shall be entitled to\nall insurance and condemnation proceeds expressly awarded for Tenant's personal\nproperty. Tenant shall not be required to remove any Tenant Improvements at the\nexpiration or earlier termination of this Lease nor any other alterations,\nadditions or improvements unless at the time that Landlord consented thereto,\nLandlord notified Tenant that such removal would be required.\n\n     17.2 Tenant agrees that there shall be no construction of partitions or\nother obstructions which might interfere with free access to mechanical\ninstallation or service facilities of the Building or interfere with the moving\nof Landlord's equipment to or from the enclosures containing said installations\nor facilities.\n\n     17.3 Landlord and Tenant each agree that all work by either Landlord or\nTenant shall be accomplished in such a manner as to permit any fire sprinkler\nsystem and fire water supply lines to remain fully operable at all times.\n\n     17.4 All such work shall be done at such times and in such manner as\nLandlord may from time to time reasonably designate.  Tenant covenants and\nagrees that all work done by Tenant shall be performed in compliance with all\nlaws, rules, orders, ordinances, directions, regulations, and requirements of\nall governmental agencies, offices, departments, bureaus and boards having\njurisdiction, and in full compliance with the rules, orders, directions,\nregulations, and requirements of any applicable fire rating bureau.  Tenant\nshall provide Landlord with \"as-built\" plans showing any change in the Demised\nPremises.\n\n     17.5 Before commencing any work, Tenant shall give Landlord at least\nfifteen (15) days prior written notice of the proposed commencement of such work\nand shall, if the cost of such alteration exceeds $50,000 and Landlord so\nrequests, secure at Tenant's own cost and expense a completion and lien\nindemnity bond reasonably satisfactory to Landlord for said work.\n\n     17.6 All alterations, attached equipment, decorations, fixtures, trade\nfixtures, additions and improvements, subject to Section 17.8, attached to or\nbuilt into the Demised Premises and paid for by Landlord by virtue of Landlord\nproviding the Tenant Improvement Allowance or otherwise, including (without\nlimiting the generality of the foregoing) all floor and wallcovering, built-in\ncabinet work and paneling, sinks and related plumbing fixtures, exterior venting\nfume hoods and walk-in freezers and refrigerators, clean rooms, climatized\nrooms, ductwork, conduits, electrical panels and circuits, shall become the\nproperty of Landlord upon the expiration or earlier termination of the term of\nthis Lease (the \"Landlord Personal Property\"), and shall remain upon and be\n                 --------------------------                                \nsurrendered with the Demised Premises as a part thereof, and if paid for by\nTenant, such items may be removed by Tenant if agreed to by Landlord prior to\ninstallation of such items; provided, however, that Tenant must restore any\ndamage caused by or occasioned as a result of such removal.  Landlord may at any\ntime elect to cause Tenant to remove any of the aforementioned items from the\nDemised Premises upon the expiration or earlier termination of this Lease, and,\nif Landlord so elects, Tenant shall remove such alterations, attached equipment,\ndecorations, fixtures, trade fixtures, additions and improvements upon the\nexpiration or earlier termination of this Lease and restore any damage caused by\nor occasioned as a result of such removal; provided, however, that prior to the\nconstruction or attachment of any such property, \n\n \nLandlord shall advise Tenant in writing if such removal will be necessary upon\nthe expiration or earlier termination of the Lease if Tenant timely seeks such\nadvice from Landlord. Any property left at the Demised Premises upon the end of\nthe Term shall become the property of the Landlord. Tenant further agrees and\nacknowledges that the Landlord Personal Property (as further described in\nExhibit \"E\" attached hereto and incorporated herein) is being provided to Tenant\n-----------                \nfor Tenant's use during the Term of this Lease at no charge, without obligation\non the part of Landlord to maintain, repair or replace the same, and as an\naccommodation to Tenant without representations or warranties of any kind and\nthat no portion of Rent is attributable to the use of the Landlord Personal\nProperty. Tenant shall return the Landlord Personal Property to Landlord at the\nend of the Term of this Lease in the working condition in which it was received,\nsubject to reasonable wear and tear and casualty.\n\n     17.7  Tenant shall repair any damage to the Demised Premises caused by\nTenant's  removal of any property from the Demised Premises.  During any such\nrestoration period, Tenant shall pay Rent to Landlord as provided herein as if\nsaid space were otherwise occupied by Tenant.\n\n     17.8  Except as to those items for which Tenant obtained Landlord's written\nconsent to remove, all business and trade fixtures, built-in machinery,\nequipment, furniture and cabinets, together with all additions and accessories\nthereto, installed in and upon the Demised Premises shall be and remain the\nproperty of Landlord and shall not be moved by Tenant at any time during the\nTerm.  If Tenant shall fail to remove all of its effects from the Demised\nPremises prior to expiration or earlier termination of this Lease, then Landlord\nmay, at its option and with notice to Tenant, remove the same in any manner that\nLandlord shall choose, and store said effects without liability to Tenant for\nloss thereof or damage thereto, and Tenant agrees to pay Landlord upon demand\nany expenses incurred to such removal and storage or Landlord may, at its\noption, without notice, sell said property or any of the same, at private sale\nand without legal process, for such price as Landlord may obtain and apply the\nproceeds of such sale against any amounts due under this Lease from Tenant to\nLandlord and against any expenses incident to the removal, storage and sale of\nsaid personal property.\n\n     17.9  Notwithstanding any other provision of this Article 17 to the\ncontrary, in no event may Tenant remove any improvement from the Demised\nPremises for which Landlord contributed payment, including, without limitation,\nthe Tenant Improvements made pursuant to the Work Letter without Landlord's\nprior written consent, which may be withheld in Landlord's sole discretion.\n\n     17.10 Tenant shall pay to Landlord as Additional Rent an amount equal to\ntwo percent (2%) of the cost to Tenant of all charges incurred by Tenant or its\ncontractors or agents in connection with any alterations, additions or\nimprovements to the Demised Premises, which Additional Rent shall not exceed\n$10,000 per project. For purposes of payment of such sum, Tenant shall submit to\nLandlord copies of all bills, invoices, and statements covering the costs of\nsuch charges, which will be accompanied by payment to Landlord of the percentage\nfee set forth above. Tenant shall reimburse Landlord for any extra expense\nincurred by Landlord by reason of faulty work done by Tenant or its contractors,\nor by reason of delays caused by such work, or by reason of inadequate cleanup.\n\n \n18.  Repairs And Maintenance\n     -----------------------\n\n     18.1 Landlord shall perform Capital Repairs and shall repair and maintain\nthe Project Common Areas, including, without limitation, repair and maintenance\nof landscaping, parking facilities, driveways, walkways, lighting, utilities,\nsnow removal, irrigation and storm water management systems (and the full or\namortized cost thereof allocated in accordance with the other terms and\nconditions of this Lease, as applicable, shall be included as a part of\nOperating Expenses), unless such Capital Repairs or maintenance or repairs are\nrequired in whole or in part because of any act, neglect, fault of or omissions\nof any duty by Tenant, its agents, servants, employees, contractors, guests or\ninvitees, in which case Tenant shall pay to Landlord the cost of such Capital\nRepairs or maintenance and repairs to the extent such costs are incurred as a\nresult of any act, neglect, fault of or omission of any duty by Tenant, its\nagents, servants, employees, contractors, guests or invitees and are not\nreimbursed by insurance.  For Capital Repairs with an estimated cost of greater\nthan one hundred thousand dollars ($100,000), Landlord shall obtain three bids\nfor the repair and provide copies thereof to Tenant.  Tenant shall have the\nright to approve or disapprove, in its reasonable discretion, Landlord's\nselection of a contractor to perform the Capital Repairs.\n\n     18.2 Except for services of Landlord, if any, required by Section 18.1,\nTenant shall at Tenant's sole cost and expense keep the Demised Premises and\nevery part thereof in good condition and repair, damage thereto from ordinary\nwear and tear and loss due to condemnation or casualty not occasioned by Tenant\nor Tenant's agents, representatives or guests excepted.  Tenant shall, upon the\nexpiration or earlier termination of this Lease, surrender the Demised Premises\nto Landlord in as good as condition as when received, ordinary wear and tear\nexcepted.  Other than as specifically set forth in the Work Letter, Landlord\nshall have no obligation to alter, remodel, improve, repair, decorate or paint\nthe Demised Premises or any part thereof.\n\n     18.3 Landlord shall not be liable for any failure to make any repairs or to\nperform any maintenance which is an obligation of Landlord unless such failure\nshall persist for an unreasonable time after written notice of the need of such\nrepairs or maintenance is given to Landlord by Tenant.  Tenant waives the rights\nunder any applicable law, statute or ordinance now or hereafter in effect to\nmake repairs at Landlord's expense.  Notwithstanding anything herein to the\ncontrary, if Landlord fails to timely perform its maintenance and repair\nobligations hereunder, and as a consequence, Tenant's use of the Demised\nPremises is substantially impaired, Tenant shall have the right, upon twenty\n(20) days advance written notice to Landlord, to cause such repair or\nmaintenance to be performed at Tenant's expense.\n\n     18.4 Repairs under this Article 18 which are obligations of Landlord are\nsubject to allocation among Tenant and other tenants as Operating Expenses.\n\n     18.5 This Article 18 relates to repairs and maintenance arising in ordinary\ncourse of operation of the Building, the Project and any related facilities.  In\nthe event of fire, earthquake, flood, vandalism, war, or similar cause of damage\nor destruction, this Article 18 shall not be applicable and the provisions of\nArticle 22 shall apply and control.\n\n \n19.  Liens\n     -----\n\n     19.1  Subject to the immediately succeeding sentence, Tenant shall keep the\nDemised Premises, the Building, the Project and the real property upon which the\nBuilding and the Project are situated free from any liens arising out of work\nperformed, materials furnished or obligations incurred by Tenant. Tenant further\ncovenants and agrees that any mechanic's lien filed against the Demised Premises\nor against the Building or the Project for work claimed to have been done for,\nor materials claimed to have been furnished to Tenant, will be discharged by\nTenant, by bond or otherwise, within ten (10) days after the filing thereof, at\nthe sole cost and expense of Tenant.\n\n     19.2  Should Tenant fail to discharge any lien of the nature described in\nSection 19.1, Landlord may at Landlord's election, after notice to Tenant, pay\nsuch claim or post a bond or otherwise provide security to eliminate the lien as\na claim against title and the cost thereof shall be immediately due from Tenant\nas Additional Rent.\n\n     19.3  In the event Tenant shall lease or finance the acquisition of office\nequipment, furnishings, or other personal property of a removable nature\nutilized by Tenant in the operation of Tenant's business, Tenant warrants that\nany Uniform Commercial Code Financing Statement executed by Tenant will upon its\nface or by exhibit thereto indicate that such Financing Statement is applicable\nonly to removable personal property of Tenant located within the Demised\nPremises. In no event shall the address of the Building be furnished on the\nstatement without qualifying language as to applicability of the lien only to\nremovable personal property, located in an identified suite held by Tenant.\nShould any holder of a Financing Statement executed by Tenant record or place of\nrecord a Financing Statement which appears to constitute a lien against any\ninterest of Landlord or against equipment which may be located other than within\nthe Demised Premises, Tenant shall within ten (10) days after filing such\nFinancing Statement (i) cause a copy of the Security Agreement or other\ndocuments to which Financing Statement pertains to be furnished to Landlord to\nfacilitate Landlord's being in a position to show such lien is not applicable to\nLandlord's interest, and (ii) cause Tenant's lender to amend any documents of\nrecord so as to clarify that such lien is not applicable to any interest of\nLandlord in the Building or the Project.\n\n           19.3.1  Notwithstanding anything herein to the contrary, Landlord\nwaives any and all right, title and interest Landlord now has, or hereafter may\nhave, whether statutory or otherwise, to Tenant's books and records and personal\nproperty not attached or affixed to the Demised Premises (the \"Collateral\").\n                                                               ----------    \nTenant acknowledges that the Collateral shall not include any of Landlord's\npersonal property and Landlord acknowledges that Landlord has no lien, right,\nclaim, interest or title in or to the Collateral. Landlord further agrees that\nTenant shall have the right, at its discretion, to mortgage, pledge, hypothecate\nor grant a security interest in the Collateral as security for its obligations\nunder any equipment lease or other financing arrangement related to the conduct\nof Tenant's business at the Demised Premises. The Collateral shall not become\nthe property of Landlord or a part of the realty and may be removed by Tenant at\nany time and from time to time during the entire term of this Lease. Upon\nrequest of Tenant or its assignees or any subtenant, Landlord shall execute and\ndeliver any reasonable real estate consent or waiver forms submitted by any\nvendors, equipment lessors, chattel mortgagees or lenders of Tenant setting\nforth that Landlord waives, in favor of the vendor, equipment lessor,\n\n \nchattel mortgagee or lender any superior lien, claim, interest or other right in\nthe specified Collateral. Such Collateral may be removed at any reasonable time\nupon default under the terms of such chattel mortgage or other similar\ndocuments, free and clear of any claim or lien of Landlord. Tenant shall\npromptly repair any damage caused by the removal of such property, whether\neffected by Tenant or Tenant's vendors, chattel mortgagees or equipment lessors.\n\n20.  Indemnification And Exculpation\n     -------------------------------\n\n     20.1  Tenant hereby indemnifies and agrees to defend and save Landlord\nharmless from and against any and all demands, claims, liabilities, losses,\ncosts, expenses, actions, causes of action, damages or judgments, and all\nreasonable expenses incurred in investigating or resisting the same (including,\nwithout limitation, reasonable attorneys' fees, charges and disbursements), for\ninjury or death to person or injury to property occurring within or about the\nDemised Premises or the Project, arising directly or indirectly out of Tenant's,\nits employees, agents or guests use or occupancy of the Demised Premises or the\nProject or a breach or default by Tenant in the performance of any of its\nobligations hereunder, unless caused solely by the willful act or gross\nnegligence of the Landlord.\n\n     20.2  Landlord hereby indemnifies and agrees to defend and save Tenant\nharmless from and against any and all demands, claims, liabilities, losses,\ncosts, expenses, actions, causes of action, damages or judgments, and all\nreasonable expenses incurred in investigating or resisting the same (including,\nwithout limitation, reasonable attorneys' fees, charges and disbursements), for\ninjury or death to person or injury to property occurring within or about the\nDemised Premises or the Project, arising directly or indirectly out of breach by\nLandlord in the performance of any of its obligations hereunder, unless caused\nsolely by the willful act or negligence of Tenant.\n\n     20.3  Landlord shall not be liable to Tenant and Tenant assumes all risk of\ndamage to personal property or scientific research, including loss of records\nkept within the Demised Premises if the cause of such damage is of a nature\nwhich, if Tenant had elected to maintain fire and theft insurance with extended\ncoverage and business records endorsement available on a commercially reasonable\nbasis, would be a loss subject to settlement by the insurance carrier,\nincluding, but not limited to, damage or losses caused by fire, electrical\nmalfunctions, gas explosion, and water damage of any type, including, but not\nlimited to, broken water lines, malfunction of fire sprinkler system, roof\nleakage or stoppages of lines unless and except if such loss is due to the\nwillful misconduct of Landlord after an unreasonable period of time following\nthe written notice by Tenant of need for a repair which Landlord is responsible\nto make. Tenant further waives any claim for injury to Tenant's business or loss\nof income relating to any such damage or destruction of personal property\nincluding any loss of records.\n\n     20.4  Landlord shall not be liable for any damages arising from any act,\nomission or neglect of any other tenant in the Building or the Project or of any\nother third party.\n\n     20.5  Security devices and services, if any, while intended to deter crime\nmay not in given instances prevent theft or other criminal acts. Tenant\nacknowledges and agrees that Landlord shall not be liable for injuries or losses\ncaused by criminal acts of third parties and the risk that any security device\nor service may malfunction or otherwise be circumvented by a\n\n \ncriminal is assumed by Tenant. Tenant shall at Tenant's cost obtain insurance\ncoverage to the extent Tenant desires protection against such criminal acts.\n\n21.  Insurance - Waiver Of Subrogation\n     ---------------------------------\n\n     21.1  Landlord, as part of Operating Expenses, shall carry insurance upon\nthe Building, in an amount equal to full replacement cost (exclusive of the\ncosts of excavation, foundations, and footings, and without reference to\ndepreciation taken by Landlord upon its books or tax returns) or such greater\namount of insurance as Landlord's mortgage lender requires Landlord to maintain,\nproviding protection against any peril generally included within the\nclassification \"Fire and Extended Coverage\" together with insurance against\nsprinkler damage (if applicable), vandalism and malicious mischief. Landlord,\nsubject to availability thereof and, as part of Operating Expenses, shall\nfurther insure as Landlord deems appropriate coverage against flood,\nenvironmental hazard and earthquake, loss or failure of building equipment,\nrental loss during the period of repair or rebuild, workmen's compensation\ninsurance and fidelity bonds for employees employed to perform services.\nNotwithstanding the foregoing, Landlord may, but shall not be deemed required\nto, provide insurance as to any improvements installed by Tenant or which are in\naddition to the standard improvements customarily furnished by Landlord without\nregard to whether or not such are made a part of the Building.\n\n     21.2  Landlord, as part of Operating Expenses, shall further carry\ncommercial general insurance with a single loss limit of not less than Five\nMillion Dollars ($5,000,000.00) for death or bodily injury, or property damage\nwith respect to the Project.\n\n     21.3  Tenant at its own cost shall procure and continue in effect from the\nRent Commencement Date and continuing throughout the Term (and occupancy by\nTenant, if any, after the expiration or earlier termination of this Lease)\ncomprehensive commercial general insurance with limits of not less than Five\nMillion Dollars ($5,000,000.00) per occurrence for death or bodily injury and\nnot less than Five Million Dollars ($5,000,000.00) for property damage with\nrespect to the Demised Property.\n\n     21.4  The aforesaid insurance required of Tenant shall name Landlord, its\nofficers, employees and agents, as an additional insured. Said insurance shall\nbe with companies having a policyholder rating of not less than A+ and financial\ncategory rating of at least Class IX in \"Best's Insurance Guide.\" Tenant shall\nobtain for Landlord from the insurance companies or cause the insurance\ncompanies to furnish certificates of coverage to Landlord. No such policy shall\nbe cancelable or subject to reduction of coverage or other modification or\ncancellation except after thirty (30) days prior written notice to Landlord from\nthe insurer. All such policies shall be written as primary policies, not\ncontributing with and not in excess of the coverage which Landlord may carry.\nTenant's policy may be a \"blanket policy\" which specifically provides that the\namount of insurance shall not be prejudiced by other losses covered by the\npolicy. Tenant shall, at least twenty (20) days prior to the expiration of such\npolicies, furnish Landlord with renewals or binders. Tenant agrees that if\nTenant does not take out and maintain such insurance, Landlord may (but shall\nnot be required to) after notice to Tenant procure said insurance on Tenant's\nbehalf and at its cost to be paid as Additional Rent.\n\n \n     21.5  Tenant assumes the risk of damage to any fixtures, goods, inventory,\nmerchandise, equipment, and leasehold improvements, and Landlord shall not be\nliable for injury to Tenant's business or any loss of income therefrom relative\nto such damage all as more particularly heretofore set forth within this Lease,\nexcept to the extent arising from or in connection with Landlord's willful\nmisconduct. Tenant at Tenant's cost shall carry such insurance as Tenant desires\nfor Tenant's protection with respect to personal property of Tenant or business\ninterruption.\n\n     21.6  In each instance where insurance is to name Landlord as additional\ninsured, Tenant shall upon written request of Landlord also designate and\nfurnish certificates so evidencing Landlord as additional insured to (i) any\nlender of Landlord holding a security interest in the Building or real property\nupon which the Building is situated, and (ii) any management company retained by\nLandlord to manage the Building or the Project.\n\n     21.7  Landlord and Tenant each hereby release, relieve and waive any and\nall rights of recovery against the other or against the officers, directors,\nemployees, agents, and representatives of the other, on account of loss or\ndamage arising out of, incident to or occasioned to such waiving party or its\nproperty or the property of others under its control to the extent that such\nloss or damage is insured against under any fire and extended coverage insurance\npolicy which either party may have in force at the time of such loss or damage\nand whether due to the negligence of Landlord or Tenant or their respective\nagents, employees, contractors and\/or invitees; provided, however, that such\nreleases, relief and waivers shall be limited to the extent of the net insurance\nproceeds actually paid to Landlord by the relevant insurance carriers. Such\nwaivers shall continue as long as their respective insurers so permit. Any\ntermination of such a waiver shall be by written notice of circumstances as\nhereinafter set forth. Landlord and Tenant upon obtaining the policies of\ninsurance required or permitted under this Lease shall give notice to the\ninsurance carrier or carriers that the foregoing mutual waiver of subrogation is\ncontained in this Lease. If such policies shall not be obtainable with such\nwaiver or shall be so obtainable only at a premium over that chargeable without\nsuch waiver, the party seeking such policy shall notify the other thereof, and\nthe latter shall have ten (10) days thereafter to either (i) procure such\ninsurance with companies reasonably satisfactory to the other party or (ii)\nagree to pay such additional premium (in the Tenant's case, in the proportion\nwhich the area of the Demised Premises bears to the insured area). If neither\n(i) nor (ii) are done, this Section 21.7 shall have no effect during such time\nas such policies shall not be obtainable or the party in whose favor a waiver of\nsubrogation is desired refuses to pay the additional premium. If such policies\nshall at any time be unobtainable, but shall be subsequently obtainable, neither\nparty shall be subsequently liable for a failure to obtain such insurance until\na reasonable time after notification thereof by the other party. If the release\nof either Landlord or Tenant, as set forth in the first sentence of this Section\n21.7 shall contravene any law with respect to exculpatory agreements, the\nliability of the party in question shall be deemed not released but shall be\nsecondary to the other's insurer.\n\n     21.8  Landlord may require insurance policy limits to be raised to conform\nwith requirements of Landlord's lender and\/or to bring coverage limits to levels\nthen being required of new tenants within the Project.\n\n \n22.  Damage Or Destruction\n     ---------------------\n\n     22.1  In the event of a partial destruction of the Building by fire or\nother perils covered by extended coverage insurance but not exceeding thirty-\nthree percent (33%) of the full insurable value thereof, where the damage\nthereto is such that the Building may be repaired, reconstructed or restored\nwithin a period of twelve (12) months from the date of the happening of such\ncasualty and Landlord will receive insurance proceeds sufficient to cover the\ncost of such repairs (except for any deductible amount provided by Landlord's\npolicy, which deductible amount if paid by Landlord shall be an Operating\nExpense), Landlord shall, at its expense, commence and proceed diligently with\nthe work of repair, reconstruction and restoration and this Lease shall continue\nin full force and effect.\n\n     22.2  In the event of any damage to or destruction of the Building other\nthan as provided in Section 22.1, either Landlord or Tenant may elect to\nterminate this Lease as of the date of destruction\n\n     22.3  If either Landlord or Tenant desire to terminate this Lease pursuant\nto Section 22.1, it shall give written notice to the other of its election to\nterminate this Lease within the sixty (60) day period following the date of\ndamage or destruction. Failure to give such notice shall be deemed an election\nto continue this Lease in full force and effect.\n\n     22.4  Upon any termination of this Lease under any of the provisions of\nthis Article 22, the parties shall be released thereby without further\nobligation to the other from the date possession of the Demised Premises is\nsurrendered to the Landlord except for items which have theretofore occurred.\n\n     22.5  In the event of repair, reconstruction and restoration as herein\nprovided, the rental provided to be paid under this Lease shall be abated\nproportionately based on the extent to which Tenant's use of the Demised\nPremises is impaired during the period from the date of destruction until\nrepair, reconstruction or restoration is substantially complete, unless Landlord\nprovides Tenant with other comparable space during the period of repair, which\nin Tenant's reasonable opinion is suitable for the temporary conduct of Tenant's\nbusiness.\n\n     22.6  Notwithstanding anything to the contrary contained in this Article\n22, should Landlord be delayed or prevented from completing the repair or\nrestoration of the damage to the Demised Premises after the occurrence of such\ndamage or destruction by reason of acts of God or war, governmental\nrestrictions, inability to procure the necessary labor or materials, strikes, or\nother uses beyond the reasonable control of Landlord, the time for Landlord to\ncommence or complete repairs shall be extended, provided, at the election of\nLandlord or Tenant, Landlord shall be relieved of its obligation to make such\nrepairs or restoration and Tenant shall be released from its obligations under\nthis Lease and each shall have the right to terminate this Lease as of the end\nof sixteen (16) months from date of destruction, if repairs required to provide\nTenant use of the Demised Premises are not then substantially complete.\n\n     22.7  If Landlord is obligated to or elects to repair or restore as herein\nprovided, Landlord shall be obligated to make repairs or restoration only of\nthose portions of the Building and the Demised Premises which were originally\nprovided at Landlord's expense; the repair and\n\n \nrestoration of items not provided at Landlord's expense shall be the obligation\nof Tenant. In the event Tenant elected to upgrade certain improvements from the\nstandard normally provided by Landlord, Landlord shall, upon the need for\nreplacement due to an insured loss, provide only the standard Landlord\nimprovements unless Tenant shall elect to again upgrade and pay any additional\ncost of such upgrades, except to the extent insurance proceeds, if received, are\nadequate to provide such upgrades, in addition to providing for basic\nreconstruction and standard improvements.\n\n     22.8  Notwithstanding anything to the contrary contained in this Article\n22, Landlord shall not have any obligation whatsoever to repair, reconstruct or\nrestore the Demised Premises if insurance proceeds are not available or\nsufficient therefor, or when the damage resulting from any casualty covered\nunder this Article 22 occurs during the last thirty-six (36) months of the Term,\nunless Landlord provides Tenant with written notice of its intention not to\nrepair, reconstruct or restore the Demised Premises and within thirty (30) days\nthereafter, Tenant irrevocably and unconditionally its Extension Right (as\nhereinafter defined) pursuant to Article 42.\n\n23.  Eminent Domain\n     --------------\n\n     23.1  In the event the whole of the Demised Premises, or such part thereof\nas shall substantially interfere with the Tenant's use and occupancy thereof,\nshall be taken for any public or quasi-public purpose by any lawful power or\nauthority by exercise of the right of appropriation, condemnation or eminent\ndomain, or sold to prevent such taking, Tenant or Landlord may terminate this\nLease effective as of the date possession is required to be surrendered to said\nauthority.\n\n     23.2  In the event of a partial taking of the Building, the Project or of\ndrives, walkways, and parking areas serving the Building or the Project for any\npublic or quasi-public purpose by any lawful power or authority by exercise of\nright of appropriation, condemnation, or eminent domain, or sold to prevent such\ntaking, then without regard as to whether any portion of the Demised Premises\noccupied by Tenant was so taken, Landlord may elect to terminate this Lease as\nof such taking if such taking is, in the sole opinion of Landlord, of a material\nnature such as to make it uneconomical to continue use of the unappropriated\nportion for purposes of office rentals or laboratory space.\n\n     23.3  Tenant shall be entitled to any award which is specifically awarded\nas compensation for the taking of Tenant's personal property, which was\ninstalled at Tenant's expense and for costs of Tenant moving to a new location.\nExcept as before set forth, any award for such taking shall belong to Landlord.\nNothing herein shall be deemed or construed to prevent Tenant from prosecuting\nin any condemnation proceedings a separate claim for the value of any personal\nproperty in the Demised Premises belonging to Tenant or for loss of Tenant's\nbusiness by reason of such condemnation.\n\n     23.4  If, upon any taking of the nature described in this Article 23, this\nLease continues in effect, the Landlord shall promptly proceed to restore the\nDemised Premises, Building and the Project to substantially their same condition\nprior to such partial taking. To the extent such restoration is not feasible, as\ndetermined by Landlord in its reasonable discretion, the Rent shall\n\n \nbe abated proportionately based upon the extent to which Tenant's use of the\nDemised Premises has decreased on the basis of the percentage of the rental\nvalue of the Demised Premises after such taking and the rental value of the\nDemised Premises prior to such taking.\n\n24.  Defaults And Remedies\n     ---------------------\n\n     24.1  Late payment by Tenant to Landlord of Rent and other sums due will\ncause Landlord to incur costs not contemplated by this Lease, the exact amount\nof which will be extremely difficult and impracticable to ascertain. Such costs\ninclude, but are not limited to, processing and accounting charges and late\ncharges which may be imposed on Landlord by the terms of any mortgage or trust\ndeed covering the Demised Premises. Therefore, if any installment of Rent due\nfrom Tenant is not received by Landlord within five (5) days after the date such\npayment is due, Tenant shall pay to Landlord an additional sum of six percent\n(6%) of the overdue Rent as a late charge. The parties agree that this late\ncharge represents a fair and reasonable estimate of the costs that Landlord will\nincur by reason of late payment by Tenant. In addition to the late charge, Rent\nnot paid when due shall bear interest from the 5\/th\/ day after date due until\npaid at the lesser of (i) twelve percent (12%) per annum or (ii) the maximum\nrate permitted by law.\n\n     24.2  No payment by Tenant or receipt by Landlord of a lesser amount than\nthe Rent payment herein stipulated shall be deemed to be other than on account\nof the Rent, nor shall any endorsement or statement on any check or any letter\naccompanying any check or payment as Rent be deemed an accord and satisfaction,\nand Landlord may accept such check or payment without prejudice to Landlord's\nright to recover the balance of such Rent or pursue any other remedy provided.\nIf at any time a dispute shall arise as to any amount or sum of money to be paid\nby Tenant to Landlord, Tenant shall have the right to make payment \"under\nprotest\" and such payment shall not be regarded as a voluntary payment, and\nthere shall survive the right on the part of Tenant to institute suit for\nrecovery of the payment paid under protest.\n\n     24.3  If Tenant fails to pay any sum of money required to be paid by it\nhereunder, or shall fail to perform any other act on its part to be performed\nhereunder, Landlord may (but with notice to Tenant), without waiving or\nreleasing Tenant from any obligations of Tenant, but shall not be obligated to,\nmake such payment or perform such act. All sums so paid or incurred by Landlord,\ntogether with interest thereon, from the date such sums were paid or incurred,\nat the annual rate equal to twelve percent (12%) per annum or highest rate\npermitted by law, whichever is less, shall be payable to Landlord on demand as\nAdditional Rent.\n\n     24.4  The occurrence of any one or more of the following events shall\nconstitute a \"Default\" hereunder by Tenant:\n              -------                      \n\n           24.4.1  The abandonment or vacation of the Demised Premises by\nTenant;\n\n           24.4.2  The failure by Tenant to timely make any payment of Rent or\ncure any other monetary default, where such failure continues for five (5)\nbusiness days after notice from Landlord of such delinquency;\n\n           24.4.3  The failure by Tenant to observe or perform any obligation or\ncovenant contained herein (other than described in Section 24.4.1 and 24.4.2) to\nbe performed by Tenant,\n\n \nwhere such failure shall continue for a period of ten (10) business days after\nwritten notice thereof from Landlord to Tenant. Such notice shall be in lieu of,\nand not in addition to, any notice required under any applicable law, code or\nstatute; provided that if the nature of Tenant's default is such that it\nreasonably requires more than ten (10) business days to cure, then Tenant shall\nnot be deemed to be in default if Tenant shall commence such cure within said\nten (10) business day period and thereafter diligently prosecute the same to\ncompletion, provided, however, that such cure must in any event be completed\n            --------  -------\nwithin one hundred twenty (120) days from the date of written notice or it shall\nbe a default hereunder;\n\n           24.4.4  Tenant makes an assignment for the benefit of creditors;\n\n           24.4.5  A receiver, trustee or custodian is appointed to, or does,\ntake title, possession or control of all, or substantially all, of Tenant's\nassets;\n\n           24.4.6  Tenant files a voluntary petition under the Bankruptcy Code\n(or any similar law) or an order for relief is entered against Tenant pursuant\nto a voluntary or involuntary proceeding commenced under any chapter of the\nBankruptcy Code;\n\n           24.4.7  Any involuntary petition if filed against the Tenant under\nany chapter of the Bankruptcy Code and is not dismissed within ninety (90) days;\nor\n\n           24.4.8  Tenant's interest in this Lease is attached, executed upon,\nor otherwise judicially seized and such action is not released within ninety\n(90) days of the action.\n\nNotices given under this Section 24.4 shall specify the alleged default and\nshall demand that Tenant perform the provisions of this Lease or pay the Rent\nthat is in arrears, as the case may be, within the applicable period of time, or\nquit the Demised Premises. No such notice shall be deemed a forfeiture or a\ntermination of this Lease unless Landlord elects otherwise in such notice.\n\n     24.5  In the event of a Default by Tenant, and at any time thereafter, with\nor without notice or demand and without limiting Landlord in the exercise of any\nright or remedy which Landlord may have, Landlord shall be entitled to terminate\nTenant's right to possession of the Demised Premises by any lawful means, in\nwhich Tenant shall immediately surrender possession of the Demised Premises to\nLandlord. In such event, Landlord shall have the right, after notice to Tenant,\nto re-enter and remove all persons and property, and such property may be\nremoved and stored in a public warehouse or elsewhere at the cost of, and for\nthe account of Tenant, all without service of notice or resort to legal process\nand without being deemed guilty of trespass, or becoming liable for any loss or\ndamage which may be occasioned thereby. In the event that Landlord shall elect\nto so terminate Tenant's right to possession of the Demised Premises, then\nLandlord shall be entitled to recover from Tenant all damages incurred by\nLandlord by reason of Tenant's default, including:\n\n           24.5.1  The worth at the time of award of any unpaid Rent which had\nbeen earned at the time of such termination; plus\n\n \n           24.5.2  The worth at the time of award of the amount by which the\nunpaid Rent which would have been earned after termination until the time of\naward exceeds that portion of such rental loss which Tenant proves could have\nbeen reasonably avoided; plus\n\n           24.5.3  The worth at the time of award of the amount by which the\nunpaid Rent for the balance of the term after the time of award exceeds the\namount of such rental loss which Tenant proves could have been reasonably\navoided; plus\n\n           24.5.4  any other amount necessary to compensate Landlord for all the\ndetriment proximately caused by Tenant's failure to perform its obligation under\nthis Lease or which in the ordinary course of things would be likely to result\ntherefrom, including, but not limited to, the cost of restoring the Demised\nPremises to the condition required under the terms of this Lease; plus\n\n           24.5.5  At the Landlord's election, such other amounts in addition to\nor in lieu of the foregoing as may be permitted from time to time by applicable\nlaw.\n\nAs used in Sections 24.5.1 and 24.5.2 above, \"worth at the time of award\" shall\nbe computed by allowing interest at the rate specified in Section 24.1. As used\nin Section 24.5.3 above, the \"worth at the time of the award\" shall be computed\nby taking the present value of such amount, by using the discount rate of the\nFederal Reserve Bank of San Francisco at the time of the award plus two (2)\npercentage points.\n\n     24.6  If Landlord does not elect to terminate Tenant's right to possession\nof the Demised Premises as provided in this Article 24, then Landlord may, from\ntime to time, recover all Rent as it becomes due under this Lease. At any time\nthereafter, Landlord may elect to terminate Tenant's right to possession of the\nDemised Premises and to recover damage to which Landlord is entitled.\n\n     24.7  In the event Landlord elects to terminate Tenant's right to\npossession of the Demised Premises and relet the Demised Premises, it may\nexecute any new lease in its own name. Tenant hereunder shall have no right or\nauthority whatsoever to collect any Rent from such tenant. The proceeds of any\nsuch reletting shall be applied as follows:\n\n           First, to the payment of any indebtedness other than Rent due\n           -----                                                        \n     hereunder from Tenant to Landlord, including, but not limited to, storage\n     charges or brokerage commissions owing from Tenant to Landlord as the\n     result of such reletting;\n\n           Second, to the payment of the costs and expenses of reletting the\n           ------                                                           \n     Demised Premises, including alterations and repairs which Landlord deems\n     reasonably necessary and advisable and reasonable attorneys' fees, charges\n     and other third-party disbursements incurred by Landlord in connection with\n     the retaking of the Demised Premises and any reletting;\n\n           Third, to the payment of Rent and other charges due and unpaid\n           -----                                                         \n     hereunder; and\n\n           Fourth, to the payment of future Rent and other damages payable by\n           ------                                                            \n     Tenant under this Lease.\n\n \n     24.8  All rights, options, and remedies of Landlord contained in this Lease\nshall be construed and held to be nonexclusive and cumulative. Landlord shall\nhave the right to pursue any one or all of such remedies or any other remedy or\nrelief which may be provided by law, whether or not stated in this Lease. No\nwaiver of any default of Tenant hereunder shall be implied from any acceptance\nby Landlord of any Rent or other payments due hereunder or any omission by\nLandlord to take any action on account of such default if such default persists\nor is repeated, and no express waiver shall affect defaults other than as\nspecified in said waiver.\n\n     24.9  Termination of this Lease or Landlord's re-entry and termination of\nTenant's right to possession of the Demised Premises by Landlord shall not\nrelieve Tenant from any liability to Landlord which has theretofore accrued or\nshall arise based upon events which occurred prior to the last to occur of (i)\nthe date of termination of Tenant's right to possession or (ii) the date\npossession of Demised Premises is surrendered.\n\n     24.10 Landlord shall not be in default unless Landlord fails to perform\nobligations required of Landlord within a reasonable time, but in no event shall\nsuch failure to continue be for more than thirty (30) days after written notice\nby Tenant specifying wherein Landlord has failed to perform such obligation;\nprovided, however, that if the nature of Landlord's obligation is such that more\n--------  -------                                                               \nthan thirty (30) days are required for performance, then Landlord shall not be\nin default if Landlord commences performance within such thirty (30) day period\nand thereafter diligently prosecutes the same to completion.\n\n     24.11 In the event of any default on the part of Landlord, Tenant will give\nnotice by registered or certified mail to any beneficiary of a deed of trust or\nmortgagee of a mortgage covering the Demised Premises and to any landlord of any\nlease of any building in which the Demised Premises is located whose address\nshall have been furnished, and Tenant shall offer such beneficiary, mortgagee\nand\/or landlord a reasonable opportunity to cure the default, including time to\nobtain possession of the Building by power of sale or a judicial action if such\nshould prove necessary to effect a cure, provided the Landlord shall have\nfurnished to Tenant in writing the names and addresses of all such persons who\nare to receive such notices.\n\n25.  Assignment Or Subletting\n     ------------------------\n\n     25.1  Except as hereinafter provided, Tenant shall not, either voluntarily\nor by operation of law, directly or indirectly, sell, hypothecate, assign,\npledge, encumber or otherwise transfer this Lease or the Demised Premises or any\npart thereof, or permit or suffer the Demised Premises or any part thereof to be\nused or occupied as work space, storage space, mailing privileges, concession or\notherwise by anyone other than Tenant or Tenant's employees, without the prior\nwritten consent of Landlord in each instance, which consent may be withheld in\nLandlord's reasonable discretion.\n\n     25.2  Intentionally Omitted.\n\n     25.3  Intentionally Omitted.\n\n     25.4  Intentionally Omitted.\n\n \n     25.5    Tenant shall have the right to sublease any portion of the Demised\nPremises with Landlord's prior written consent, not to be unreasonably withheld\nor delayed.  In the event Tenant desires to assign, hypothecate or otherwise\ntransfer this Lease or sublet the Demised Premises, then at least thirty (30)\ndays, but not more than ninety (90) days, prior to the date when Tenant desires\nthe assignment or sublease to be effective (the \"Assignment Date\"), Tenant shall\n                                                 ---------------                \ngive Landlord a notice (the \"Assignment Notice\") containing information\n                             -----------------                         \n(including references) concerning the character of the proposed assignee or\nsublessee, the Assignment Date, any ownership or commercial relationship between\nTenant and the proposed assignee or sublessee, and the consideration and all\nother material terms and conditions of the proposed assignment or sublease along\nwith such other information as Landlord may reasonably require, all in such\ndetail as Landlord shall reasonably require.  Tenant shall also reimburse\nLandlord for reasonable attorneys fees and other costs or overhead expenses\nincurred by Landlord in reviewing Tenants request for such assignment.\n\n     25.6    Landlord in making its determination as to whether consent should\nbe given to a proposed assignment or sublease, may give consideration to the\nfinancial strength of such successor (notwithstanding the assignor remaining\nliable for Tenant's performance) and any change in use which such successor\nproposes to make in use of Demised Premises. In no event shall Landlord be\ndeemed to be unreasonable for declining to consent to transfer to a successor of\npoor reputation, lacking financial qualifications, or seeking change in use.\n\n     25.7    As conditions precedent to Landlord approving a request by Tenant\nto Tenant's transfer of rights or subletting of the Demises Premises, Landlord\nmay require any or all of the following:\n\n             25.7.1  Tenant shall remain fully liable under this Lease during\nthe unexpired Term;\n\n             25.7.2  Tenant shall provide Landlord with evidence reasonably\nsatisfactory to Landlord that the value of Landlord's interest under this Lease\nwill not thereby be diminished or reduced. Such evidence shall include, but need\nnot be limited to, evidence respecting the relevant business experience and\nfinancial responsibility and status of the third party concerned;\n\n             25.7.3  Tenant shall reimburse Landlord for Landlord's actual costs\nand expenses, including, without limitation, reasonable attorneys' fees, charges\nand disbursements incurred in connection with the review, processing and\ndocumentation of such request;\n\n             25.7.4  If Tenant's transfer of rights or subletting of the Demised\nPremises provides for the receipt by, on behalf or on account of Tenant of any\nconsideration of any kind whatsoever (including, but not by way of limitation, a\npremium rental for a sublease or lump sum payment for an assignment) in excess\nof the rental and other charges due Landlord under this Lease, Tenant shall pay\none-half of all of said excess to Landlord, provided that Tenant shall be\nentitled to deduct therefrom the following costs incurred by Tenant to effect\nsuch transfer or sublease: brokerage fees, advertising costs, cost of tenant\nimprovements completed within ninety (90) days after the commencement of the\ntransfer or sublease, reasonable attorneys' fees and rent concessions and\ninducements. If said consideration consists of cash paid to Tenant, said payment\nto Landlord shall be made upon receipt by Tenant of said cash payment;\n\n \n           25.7.5  Written agreement from any third party concerned that in the\nevent Landlord gives such third party notice that Tenant is in default, or in\nbreach of any terms or conditions under this Lease, such third party shall\nthereafter make all payments otherwise due Tenant directly to Landlord, which\npayments will be received by Landlord without any liability on Landlord except\nto credit such payment against those due under this Lease, and any such third\nparty shall agree to attorn to Landlord or its successors and assigns should\nthis Lease be terminated for any reason; provided, however, that in no event\n                                         --------  -------\nshall Landlord or its successors or assigns be obligated to accept such\nattornment;\n\n           25.7.6  Any such transfer and consent shall be effected on forms\nreasonably approved by Landlord as to form and substance;\n\n           25.7.7  Tenant shall not then be in default hereunder in any respect\n(except for payment of Rent or other sums due to Landlord);\n\n           25.7.8  Such third party's proposed use of the Demised Premises shall\nbe the same as Tenant's permitted use;\n\n           25.7.9  Except to the extent agreed to in writing by Landlord in its\nsole and absolute discretion, Landlord shall not be bound by any provision of\nany agreement pertaining to Tenant's transfer of rights or subletting of the\nDemised Premises;\n\n           25.7.10 Any agreement pertaining to Tenant's transfer of this Lease\nor subletting of any portion of the Demised Premises shall be in a form\nacceptable to Landlord in Landlord's reasonable discretion, and any such\nagreement shall not be modified or amended without Landlord's prior written\nconsent, which may be withheld in Landlord's reasonable discretion;\n\n           25.7.11 Tenant shall deliver to Landlord one original executed copy\nof any and all written instruments evidencing or relating to Tenant's transfer\nof rights or subletting of the Demised Premises; and\n\n           25.7.12 A list of Hazardous Materials, certified by the proposed\nsublessee to be true and correct, which the proposed sublessee intends to use or\nstore in the Demised Premises. Additionally, Tenant shall deliver to Landlord,\non or before the date any proposed sublessee takes occupancy of the Demised\nPremises, all of the items relating to Hazardous Materials of such proposed\nsublessee.\n\n     25.8  Any sale, assignment, hypothecation or transfer of this Lease or\nsubletting of the Demised Premises that is not in compliance with the provisions\nof this Article 25 shall be void and shall, at the option of Landlord, terminate\nthis Lease.\n\n     25.9  The consent by Landlord to an assignment or subletting shall not\nrelieve Tenant or any assignees of this Lease or sublessee of the Demised\nPremises from obtaining the consent of Landlord to any further assignment or\nsubletting nor shall it release Tenant or any assignee or sublessee of Tenant\nfrom full and primary liability under this Lease.\n\n     25.10 Notwithstanding any subletting or assignment, Tenant shall remain\nfully and primarily liable for the payment of all Rent and other sums due, or to\nbecome due hereunder, and \n\n \nfor the full performance of all other terms, conditions, and covenants to be\nkept and performed by Tenant, including during any extension of the Term hereof\npursuant to Article 42 hereof or the Extension Right. The acceptance of Rent or\nany other sum due hereunder, or the acceptance of performance of any other term,\ncovenant, or condition thereof, from any other person or entity shall not be\ndeemed to be a waiver of any of the provisions of this Lease or a consent to any\nsubletting, assignment or other transfer of the Demised Premises.\n\n     25.11 If Tenant shall sublet the Demised Premises or any part, Tenant\nhereby immediately and irrevocably assigns to Landlord, as security for Tenant's\nobligations under this Lease, all rent from any subletting of all or a part of\nthe Demised Premises and Landlord as assignee and as attorney-in-fact for Tenant\nsolely for such limited purpose, or a receiver for Tenant appointed on\nLandlord's application, may collect such rent and apply it toward Tenant's\nobligations under this Lease; except that, until the occurrence of an act of\nDefault by Tenant, Tenant shall have the right to collect such rent.\n\n     25.12 Notwithstanding anything to the contrary contained in Article 25:\n\n           25.12.1 Tenant may, upon thirty (30) days' advance written notice to\nLandlord, assign this Lease or sublet the Demised Premises, or any portion\nthereof, without Landlord's consent, to any entity which controls, is controlled\nby, or is in common control with Tenant; to any entity which results from a\nreincorporation or a merger or consolidation with Tenant; or to any entity which\nacquires substantially all of the stock or assets of Tenant, as a going concern\nwith respect to the business that is being conducted in the Demised Premises\n(hereinafter each a \"Permitted Transfer\"); provided, however, that with respect\n                     ------------------                                        \nto each of the Permitted Transfers, Tenant shall continue to remain liable for\nall obligations under this Lease, and provided that the assignee or sublessee\nfirst executes, acknowledges and delivers to Landlord an agreement whereby the\nassignee, or to the extent of the Demised Premises subleased, the sublessee, for\nthe term of the sublease, agrees to be bound by all of the covenants and\nagreements in this Lease.  In addition, a sale or transfer of the capital stock\nof Tenant shall be deemed a Permitted Transfer if (i) such sale or transfer\noccurs in connection with any bona fide financing or capitalization for the\nbenefit of Tenant, or (ii) Tenant becomes a publicly traded corporation.\nLandlord shall have no right to terminate the Lease in connection with, and\nshall have no right to any sums or other economic considerations resulting from\nany Permitted Transfer except for reasonable attorneys fees and costs in\nconnection with reviewing the documentation of such Permitted Transfer, which\ndocumentation Tenant agrees to timely provide to Landlord.\n\n           25.12.2 Tenant may allow any person or company which is a client or\ncustomer of Tenant or which is providing service to Tenant or one of Tenant's\nclients to occupy certain portions of the Demised Premises without such\noccupancy being deemed an assignment or subleasing as long as no new demising\nwalls are constructed to accomplish such occupancy and as long as such\nrelationship was not created as a subterfuge to avoid the obligations set forth\nin Article 25.\n\n \n26.  Attorneys' Fees And Costs\n     -------------------------\n\n     26.1  Tenant shall be responsible for (i) all of Tenant's legal and related\ncosts and fees in connection with this Lease, and (ii) all of Landlord's legal\nand related costs and fees if Landlord is required to consult and attorney\nregarding the enforcement of this Lease.\n\n     26.2  If either party commences an action against the other party arising\nout of or in connection with this Lease, the prevailing party shall be entitled\nto have and recover from the non-prevailing party reasonable attorneys' fees,\ncharges and disbursements and costs of suit.\n\n27.  Bankruptcy\n     ----------\n\n     27.1  In the event a debtor, trustee, or debtor in possession under the\nBankruptcy Code, or other person with similar rights, duties and powers under\nany other law, proposes to cure any default under this Lease or to assume or\nassign this Lease, and is obliged to provide adequate assurance to Landlord that\n(i) a default will be cured, (ii) Landlord will be compensated for its damages\narising from any breach of this Lease, or (iii) future performance under this\nLease will occur, then adequate assurance shall include any or all of the\nfollowing, as designated by Landlord:\n\n           27.1.1  Those acts specified in the Bankruptcy Code or other law as\nincluded within the meaning of adequate assurance, even if this Lease does not\nconcern a shopping center or other facility described in such laws;\n\n           27.1.2  A prompt cash payment to compensate Landlord for any monetary\ndefaults or actual damages arising directly from a breach of this Lease;\n\n           27.1.3  A cash deposit in an amount at least equal to the Security\nDeposit as referenced in 2.1.8 originally required at time of execution of this\nLease.\n\n           27.1.4  The assumption or assignment of all of Tenant's interest and\nobligations under this Lease.\n\n28.  Estoppel Certificate\n     --------------------\n\n     28.1  Tenant shall within ten (10) days of written notice from Landlord,\nexecute, acknowledge and deliver a statement in writing substantially in the\nform attached to this Lease as Exhibit \"F\" with the blanks filled in and with\n                               -----------                                   \nsuch other provisions as a lender or purchaser may reasonably request, and on\nany other form reasonably requested by a proposed lender or purchaser, (i)\ncertifying that this Lease is unmodified and in full force and effect (or, if\nmodified, stating the nature of such modification and certifying that this Lease\nas so modified is in full force and effect) and the dates to which the rental\nand other charges are paid in advanced, if any, (ii) acknowledging that there\nare not, to Tenant's knowledge, any uncured defaults on the part of Landlord\nhereunder, or specifying such defaults if any are claimed and (iii) setting\nforth such further information with respect to this Lease or the Demised\nPremises as may be requested thereon.  Any such statement may be relied upon by\nany prospective purchaser or encumbrancer of all or any portion of the real\nproperty of which the Demised Premises are a part.  Tenant's \n\n \nfailure to deliver such statement within such time shall, at the option of\nLandlord, constitute a Default under this Lease.\n\n     28.2  Landlord shall within ten (10) days of written notice from Tenant,\nexecute, acknowledge and deliver a statement in writing on a form reasonably\nrequested by a proposed assignee or sublessee (i) certifying that this Lease is\nunmodified and in full force and effect (or, if modified, stating the nature of\nsuch modification and certifying that this Lease as so modified is in full force\nand effect) and the dates to which the rental and other charges are paid in\nadvanced, if any, (ii) acknowledging that there are not, to Landlord's\nknowledge, any uncured defaults on the part of Tenant hereunder, or specifying\nsuch defaults if any are claimed and (iii) setting forth such further\ninformation with respect to this Lease or the Demised Premises as may be\nrequested thereon.  Any such statement may be relied upon by any permitted\nassignee or permitted sublessee of all or any portion of the real property of\nwhich the Demised Premises are a part.\n\n29.  Joint And Several Obligations\n     -----------------------------\n\n     29.1  If more than one person or entity executes this Lease as Tenant,\n\n           29.1.1  Each of them is jointly and severally liable for the keeping,\nobserving and performing of all of the terms, covenants, conditions, provisions\nand agreements of this Lease to be kept, observed and performed by Tenant, and\n\n           29.1.2  The term \"Tenant\" as used in this Lease shall mean and \n                             ------    \ninclude each of them jointly and severally. The act of, notice from, notice to,\nrefund to, or the signature of, any one or more of them, with respect to the\ntenancy of this Lease, including, but not limited to, any renewal, extension,\nexpiration, termination or modification of this Lease, shall be binding upon\neach and all of the persons executing this Lease as Tenant with the same force\nand effect as if each and all of them had so acted, so given or received such\nnotice or refund or so signed.\n\n30.  Definition Of Landlord; Limitation Of Landlord's Liability\n     ----------------------------------------------------------\n\n     30.1  The term \"Landlord\" as used in this Lease, so far as covenants or\n                     --------                                               \nobligations on the part of Landlord are concerned, shall be limited to mean and\ninclude only Landlord or the successor-in-interest of Landlord under this Lease\nat the time in question.  In the event of any transfer, assignment or the\nconveyance of Landlord's fee title or leasehold interest, the landlord herein\nnamed (and in case of any subsequent transfers or conveyances, the then grantor)\nshall be automatically freed and relieved from, and after the date of such\ntransfer, assignment or conveyance, of all liability for the performance of any\ncovenants or obligations contained in this Lease thereafter to be performed by\nLandlord, provided such transferee assumes in full in writing Landlord's\nobligations hereunder, and, without further agreement, the transferee of such\ntitle or leasehold shall be deemed to have assumed and agreed to observe and\nperform any and all obligations of Landlord hereunder during its ownership or\nground lease of the Demised Premises.  Landlord may transfer its interest in the\nDemised Premises or this Lease without the consent of Tenant and such transfer\nor subsequent transfer shall not be deemed a violation on the part of Landlord\nor the then grantor of any of the terms or conditions of this Lease.\n\n \n     30.2  If Landlord is in default of this Lease, and as a consequence, Tenant\nrecovers a money judgment against Landlord, the judgment shall be satisfied only\nout of the proceeds of sale received on execution of the judgment and levy\nagainst the right, title and interest of Landlord in the Building and Project,\nand out of rent or other income from such real property receivable by Landlord\nor out of the consideration received by Landlord from the sale, financing,\nrefinancing, or other disposition of all or any part of Landlord's right, title,\nand interest in the Building and Project.\n\n     30.3  Landlord shall not be personally liable for any deficiency.  If\nLandlord is a partnership, limited liability company or joint venture, the\nmembers of such limited liability company or the partners of such partnership\nshall not be personally liable and no member or partner of Landlord shall be\nsued or named as a party in any suit or action or service of process be made\nagainst any partner of Landlord except as may be necessary to secure\njurisdiction of the partnership, limited liability company or joint venture.  If\nLandlord is a corporation, the shareholders, directors, officers, employees,\nand\/or agents of such corporation shall not be personally liable and no\nshareholder, director, officer, employee or agent of Landlord shall be sued or\nnamed as a party in any suit or action or service of process made against any\nshareholder, director, officer, employee or agent of Landlord.  No partner,\nmember shareholder, director, employee, or agent of Landlord shall be required\nto answer or otherwise plead to any service of process and no judgment will be\ntaken or writ of execution levied against any partner, member, shareholder,\ndirector, employee or agent of Landlord.\n\n     30.4  Each of the covenants and agreements of this Article 30 shall be\napplicable to any covenant or agreement either expressly contained in this Lease\nor imposed by statute or by common law and shall survive the termination of this\nLease.\n\n31.  Project Control By Landlord\n     ---------------------------\n\n     31.1  Landlord reserves full control over the Building and the Project to\nthe extent not inconsistent with or injurious to Tenant's enjoyment of the\nDemised Premises.  This reservation includes but is not limited to right of\nLandlord to expand the Project, subdivide the Project, convert the Building and\nor other buildings within the Project to condominium units, the right to grant\neasements and licenses to others and the right to maintain or establish\nownership of the Building separate from fee title to the land on which the\nBuilding is located.\n\n     31.2  Landlord further reserves the right to combine the Project with any\nother project in the area of the Project and owned by Landlord or its\naffiliates.\n\n     31.3  Tenant shall, should Landlord so request, promptly join with Landlord\nin execution of such documents as may be reasonably appropriate to assist\nLandlord to implement any such action, provided that Tenant need not execute any\ndocument which is of nature wherein liability is created in Tenant or, if by\nreason of the terms of such document, Tenant will be deprived of the quiet\nenjoyment and use of the Demised Premises as granted by this Lease or its rights\nor duties hereunder will be adversely and materially affected.\n\n     31.4  Landlord may, at any and all reasonable times during non-business\nhours (or during business hours if Tenant so requests), and upon reasonable\nadvance notice (provided that \n\n \nno time restrictions shall apply or advance notice need be given if an emergency\nnecessitates an immediate entry), enter the Demised Premises to (a) inspect the\nsame and to determine whether Tenant is in compliance with its obligations\nhereunder, (b) supply any service Landlord is required to provide hereunder, (c)\nshow the Demised Premises to prospective lenders, insurers, investors,\npurchasers or, during the last year of the Term, tenants, (d) post notices of\nnonresponsibility, (e) access the telephone equipment, electrical substation and\nfire risers, and (f) alter, improve or repair any portion of the Building other\nthan the Demised Premises, but for which access to the Demised Premises is\nnecessary. In connection with any such alteration, improvement or repair,\nLandlord may erect in the Demised Premises or elsewhere in the Building or the\nProject scaffolding and other structures reasonably required for the work to be\nperformed. In no event shall Tenant's Rent abate as a result of any such entry\nor work; provided, however, that all such work shall be done in such a manner\n         --------  -------          \nas to cause as little interference to Tenant as reasonably possible. Landlord\nshall at all times retain a key with which to unlock all of the doors in the\nDemised Premises. If an emergency necessitates immediate access to the Demised\nPremises, Landlord may use whatever force is necessary to enter the Demised\nPremises and any such entry to the Demised Premises shall not constitute a\nforcible or unlawful entry to the Demised Premises, an unlawful detainer of the\nDemised Premises, or an eviction of Tenant from the Demised Premises, or any\nportion thereof.\n\n32.  Quiet Enjoyment\n     ---------------\n\n     Landlord covenants and agrees that Tenant may peaceably and quietly enjoy\nthe Demised Premises without hindrance or disturbance, subject, nevertheless, to\nthe terms, conditions and covenants of this Lease.\n\n33.  Quitclaim Deed\n     --------------\n\n     Tenant shall execute and deliver to Landlord on the expiration or\ntermination of this Lease, immediately on Landlord's request, in recordable\nform, a quitclaim deed to the Demised Premises or such other documentation\nreasonably requested by Landlord evidencing termination of this Lease.\n\n34.  Intentionally Omitted.\n\n35.  Subordination And Attornment\n     ----------------------------\n\n     35.1  Provided that Tenant receives a non-disturbance agreement from any\napplicable mortgagee, beneficiary or landlord in substantially the same form as\n                                                                               \nExhibit \"G\" attached hereto and with such other provisions as may be reasonably\n-----------                                                                    \nrequested by a proposed lender (the \"Nondisturbance Agreement\"), Tenant shall,\n                                     ------------------------                 \nwithin ten (10) days of written notice from Landlord, execute, acknowledge and\ndeliver the Nondisturbance Agreement with the blanks filled in, and this Lease\nshall be subject and subordinate to the lien of any mortgage, deed of trust, or\nlease in which Landlord is tenant now or hereafter in force against the Project\nor the Building and to all advances made or hereafter to be made upon the\nsecurity thereof without the necessity of the execution and delivery of any\nfurther instruments on the part of Tenant to effectuate such subordination.\n\n \n     35.2  Notwithstanding the foregoing, but subject to receipt of a\nNondisturbance Agreement, Tenant shall execute and deliver upon demand such\nfurther instrument or instruments evidencing such subordination of this Lease to\nthe lien of any such mortgage or mortgages or deeds of trust or lease in which\nLandlord is tenant as may be required by Landlord.  However, if any such\nmortgagee, beneficiary or Landlord under lease wherein Landlord is tenant so\nelects, this Lease shall be deemed prior in lien to any such lease, mortgage, or\ndeed of trust upon or including the Demised Premises regardless of date and\nTenant will execute a statement in writing to such effect at Landlord's request.\nIf Tenant fails to execute any document required from Tenant under this Article\n35 within ten (10) days after written request therefor, such failure shall be a\nbreach of and Default under this Lease.\n\n     35.3  In the event any proceedings are brought for foreclosure, or in the\nevent of the exercise of the power of sale under any mortgage or deed of trust\nmade by the Landlord covering the Demised Premises, the Tenant shall at the\nelection of the purchaser at such foreclosure or sale attorn to the purchaser\nupon any such foreclosure or sale and recognize such purchaser as the Landlord\nunder this Lease, provided such party has assumed in full in writing Landlord's\nobligations under this Lease.\n\n36.  Surrender\n     ---------\n\n     36.1  No surrender of possession of any part of the Demised Premises shall\nrelease Tenant from any of its obligations hereunder unless accepted by\nLandlord.\n\n     36.2  The voluntary or other surrender of this Lease by Tenant shall not\nwork a merger, unless Landlord consents and shall, at the option of Landlord,\noperate as an assignment to it of any or all subleases or subtenancies.\n\n     36.3  The voluntary or other surrender of any ground or underlying lease\nthat now exists or may hereafter be executed affecting the Building or the\nProject, or a mutual cancellation, thereof, or of Landlord's interest therein,\nshall not work a merger and shall, at the option of the successor of Landlord's\ninterest in the Building or Project, operate as an assignment of this Lease.\n\n     36.4  Upon the expiration or earlier termination of this Lease, Tenant\nshall surrender the Demised Premises to Landlord broom clean and free of debris;\nwith all of Tenant's personal property and effects removed therefrom; with all\nalterations, improvements and fixtures required by Landlord to be removed from\nthe Demised Premises actually removed and all damage as a result of or caused by\nsuch removal repaired; and with all licenses, permits and similar items which\nrestrict or affect the used of the Demised Premises released and fully\nterminated.\n\n37.  Waiver And Modification\n     -----------------------\n\n     No provision of this Lease may be modified, amended or added to except by\nan agreement in writing.  The waiver by Landlord or Tenant of any breach of any\nterm, covenant or condition herein contained shall not be deemed to be a waiver\nof any subsequent breach of the same or any other term, covenant or condition\nherein contained.\n\n \n38.  Waiver of Jury Trial And Counterclaims\n     --------------------------------------\n\n     THE PARTIES HERETO SHALL AND THEY HEREBY DO WAIVE TRIAL BY JURY IN ANY\nACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO\nAGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY\nCONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE\nOR OCCUPANCY OF THE DEMISED PREMISES, AND OR ANY CLAIM OF INJURY OR DAMAGE.\n\n39.  Intentionally Omitted.\n\n40.  Right To Expand\n     ---------------\n\n     Tenant shall have the right, but not the obligation, to expand the Demised\nPremises (the \"Expansion Right\") to include all the rentable premises at the\n               ---------------                                              \nbuildings located at 3000, 3010 and 3018 Western Avenue (collectively, the\n\"Expansion Space\") leased to the University of Washington as of the Effective\n----------------                                                             \nDate pursuant to the terms of that certain Lease dated February, 13, 1998, by\nand between the Board of Regents of the University of Washington and Landlord\n(the \"UW Lease\"), upon the following terms and conditions:\n      --------                                            \n\n     40.1 If, after the expiration or earlier termination of the term of the UW\nLease (and exercise or expiration of any applicable extension options in the UW\nLease), Landlord desires to lease all or any portion of the Expansion Space,\nLandlord shall deliver to Tenant written notice (the \"Expansion Notice\") of the\n                                                      ----------------         \navailability of such portion of the Expansion Space, together with the terms and\nconditions, including rent, on which Landlord is prepared to lease to Tenant\nsuch portion of the Expansion Space.  Tenant shall have thirty (30) days\nfollowing delivery of the Expansion Notice to deliver to Landlord written\nnotification of Tenant's exercise of the Expansion Right and agreement to lease\nsuch portion of the Expansion Space upon the terms and conditions of the\nExpansion Notice.  In the event Tenant fails to timely deliver such notice, or\nif Landlord and Tenant are unable to agree upon any of the terms of the lease\nagreement for such portion of the Expansion Space after negotiating in good\nfaith for a period of thirty (30) days, Tenant shall be deemed to have waived\nany right to lease such portion of the Expansion Space unless and until such\nportion of the Expansion Space again becomes vacant following a tenancy, or, if\nsuch portion of the Expansion Space is not thereafter leased by Landlord,\nfollowing the date which is one hundred eighty (180) days following the date of\ndelivery of the Expansion Notice for such Expansion Space.\n\n     40.2 Within ten (10) days after the proper exercise of the Expansion Right\nand Landlord and Tenant agreeing upon the terms and conditions including rent\nfor the lease of the Expansion Space, Tenant and Landlord shall enter into a\nwritten amendment to this Lease (the \"Expansion Amendment\") which shall provide,\n                                      -------------------                       \nunless otherwise agreed in writing, (a) the commencement date of the Expansion\nSpace; (b) that the Demised Premises under this Lease shall be increased to\ninclude the rentable square feet of the Expansion Space; (c) the new Basic\nAnnual Rent; (d) Tenant's new Pro Rata Share based upon the addition of the\nExpansion Space to the Demised Premises; and (e) the proportionate increase to\nthe Security Deposit (which shall be payable upon execution of the Expansion\nAmendment).  In all other respects, this Lease shall remain in full force and\neffect, and shall apply to the Expansion Space.\n\n \n     40.3 Notwithstanding the above, the Expansion Right shall not be in effect\nand may not be exercised by Tenant:\n\n          40.3.1 during any period of time that Tenant is in default under any\nprovision of this Lease; or\n\n          40.3.2 if Tenant has been in default under any provision of this Lease\nthree (3) or more times, whether or not the defaults are cured, during the five\n(5) month period prior to the date on which Tenant seeks to exercise the\nExpansion Right.\n\n     40.4 Tenant's rights in connection with the Expansion Right are and shall\nbe subject to and subordinate to any expansion or extension rights granted to\nthe tenant under the UW Lease.\n\n     40.5 Expansion Rights are personal to Dendreon and are not assignable\nseparate and apart from this Lease, except in the case of a Permitted Transfer,\nprovided that Dendreon shall be and remain liable for any lease of the Expansion\nSpace.\n\n     40.6 The Expansion Right shall terminate and be of no further force or\neffect even after Tenant's due and timely exercise of the Expansion Right, if,\nafter such exercise, but prior to the commencement date of the Expansion Space,\nTenant fails to timely cure any default by Tenant under this Lease of which\nTenant is given written notice; or Tenant has defaulted three (3) or more times\nduring the period from the date of the exercise of the Expansion Right to the\ndate of the commencement of the Expansion Space, whether or not such defaults\nare cured.\n\n41.  Hazardous Materials\n     -------------------\n\n     41.1 Prohibition\/Compliance.  Tenant shall not cause or permit any\n          ----------------------                                       \nHazardous Materials (as hereinafter defined) to be brought upon, kept or used in\nor about the Demised Premises, the Building or the Project in violation of\napplicable law by Tenant, its agents, employees, contractors or invitees.  If\n(i) Tenant breaches the obligation stated in the preceding sentence; (ii) the\npresence of Hazardous Materials in, on, at, under, above or about the Demised\nPremises, the Building or the land under the Building (except for Hazardous\nMaterials specifically described in the Environmental Report which shall be the\nresponsibility of Landlord) at any time results in contamination of the Demised\nPremises, the Building, the Project or any adjacent property; (iii)\ncontamination of the Demised Premises, the Building, the Project or any adjacent\nproperty by Hazardous Materials is otherwise caused by Tenant or its agents,\nrepresentatives or invitees during the term of this Lease or any extension or\nrenewal hereof or holding over hereunder, then Tenant hereby indemnifies and\nshall defend and hold Landlord, its officers, directors, employees, agents and\ncontractors harmless from any and all claims, judgments, damages, penalties,\nfines, costs, liabilities, or losses (including, without limitation, diminution\nin value of the Demised Premises or any portion of the Building or the Project,\ndamages for the loss or restriction on use of rentable or usable space or of any\namenity of the Demised Premises, the Building or the Project, damages arising\nfrom any adverse impact on marketing of space in the Demised Premises, the\nBuilding or the Project, and sums paid in settlement of claims, attorneys' fees,\nconsultant fees and expert fees) which arise during or after the Lease term as a\nresult of such contamination.  This indemnification of Landlord by Tenant\nincludes, without limitation, costs incurred in connection with any\ninvestigation of site \n\n \nconditions or any cleanup, remedial, removal, or restoration work required by\nany federal, state or local governmental agency or political subdivision because\nof Hazardous Materials present in the air, soil or ground water above, on or\nunder the Demised Premises. Without limiting the foregoing, if the presence of\nany Hazardous Materials on the Demised Premises, the Building, the Project or\nany adjacent property, caused or permitted by Tenant or its agents,\nrepresentatives or invitees results in any contamination of the Demised\nPremises, the Building, the Project or any adjacent property, Tenant shall\npromptly take all actions at its sole expense as are necessary to return the\nDemised Premises, the Building, the Project or any adjacent property, to the\ncondition existing prior to the time of such contamination, provided that\nLandlord's approval of such action shall first be obtained, which approval shall\nnot unreasonably be withheld so long as such actions would not potentially have\nany material adverse long-term or short-term effect on the Demised Premises, the\nBuilding or the Project.\n\n     41.2 Business.  Landlord acknowledges that it is not the intent of this\n          --------                                                          \nArticle 41 to prohibit Tenant from operating its business as described in\nSection 2.1.8 above.  Tenant may operate its business according to the custom of\nthe industry so long as the use or presence of Hazardous Materials is strictly\nand properly monitored according to all applicable governmental requirements.\nAs a material inducement to Landlord to allow Tenant to use Hazardous Materials\nin connection with its business, Tenant agrees to deliver to Landlord prior to\nthe Term Commencement Date a list identifying each type of Hazardous Materials\nto be present on the Demised Premises and setting forth any and all governmental\napprovals or permits required in connection with the presence of such Hazardous\nMaterials on the Demised Premises (\"Hazardous Materials List\").  Tenant shall\n                                    ------------------------                 \ndeliver to Landlord an updated Hazardous Materials List at least once a year and\nshall also deliver an updated list before any new Hazardous Materials is brought\nonto the Demised Premises.  Tenant shall deliver to Landlord true and correct\ncopies of the following documents (the \"Documents\") relating to the handling,\n                                        ---------                            \nstorage, disposal and emission of Hazardous Materials prior to the Term\nCommencement Date, or if unavailable at that time, concurrent with the receipt\nfrom or submission to a governmental agency: permits; approvals; reports and\ncorrespondence; storage and management plans, notice of violations of any laws;\nplans relating to the installation of any storage tanks to be installed in or\nunder Building or the Project (provided, said installation of tanks shall only\nbe permitted after Landlord has given Tenant its written consent to do so, which\nconsent may be withheld in Landlord's sole and absolute discretion); and all\nclosure plans or any other documents required by any and all federal, state and\nlocal governmental agencies and authorities for any storage tanks installed in,\non or under the Building or the Project for the closure of any such tanks.\nTenant is not required, however, to provide Landlord with any portion(s) of the\nDocuments containing information of a proprietary nature which, in and of\nthemselves, do not contain a reference to any Hazardous Materials or hazardous\nactivities.  It is not the intent of this Section 41.2 to provide Landlord with\ninformation which could be detrimental to Tenant's business should such\ninformation become possessed by Tenant's competitors.\n\n     41.3 Termination of Lease\/Withholding Approval of Assignment or Sublease.\n          -------------------------------------------------------------------  \nNotwithstanding the provisions of Section 41.1 above, if Tenant or any then\nexisting sublessee of Tenant, with respect to the Demised Premises or the\nProject, or any proposed assignee or sublessee, with respect to any property, is\nsubject to an uncured enforcement order issued by any governmental authority in\nconnection with the use, disposal or storage of Hazardous Materials, Landlord\nshall have the right, with respect to any such matter involving Tenant or an\nexisting \n\n \nsublessee of Tenant, to terminate this Lease in Landlord's sole and absolute\ndiscretion, and, with respect to any such matter involving a proposed assignee\nor sublessee, it shall not be unreasonable for Landlord to withhold its consent\nto any proposed assignment or subletting.\n\n     41.4 Testing.  At any time, and from time to time, prior to the expiration\n          -------                                                              \nor earlier termination of the Term, Landlord shall have the right to conduct\nappropriate tests of the Demised Premises, the Building and the Project to\ndemonstrate that contamination has occurred as a result of Tenant's use of the\nDemised Premises; provided, however, if that no contamination or Hazardous\nMaterials are discovered through such tests, such testing shall be limited to\nonce per year.  Tenant shall be solely responsible for and shall defend,\nindemnify and hold the Landlord, its agents and contractors harmless from and\nagainst any and all claims, costs and liabilities including actual attorneys'\nfees, charges and disbursements, arising out of or in connection with any\nremoval, clean up, restoration and materials required hereunder to return the\nDemised Premises and any other property of whatever nature to their condition\nexisting prior to the time of any such contamination.  Tenant shall pay for the\ncost of the tests of the Demised Premises.\n\n     41.5 Underground Tanks.\n          ----------------- \n\n          41.5.1 Subject to Subsection 41.5.2 below, Landlord shall monitor the\nunderground or other storage tanks described in the Environmental Report (the\n\"Existing Tanks\"), and maintain appropriate records, implement reporting\n--------- -----                                                         \nprocedures, properly close any underground storage tanks that it determines to\nclose, and take or cause to be taken all other steps (including, without\nlimitation, repairs) necessary or required under the Washington State\nUnderground Storage Tank Act, Chapter 90.76 R.C.W. and the regulations\npromulgated thereunder at WAC Section 173-180-080 and all other laws, as they\nnow exist or may hereafter be adopted or amended.\n\n          41.5.2 If underground or other storage tanks storing Hazardous\nMaterials are placed on, under or about the Demised Premises or Project by\nTenant (the New Tanks\") or if Tenant uses the Existing Tanks, then Tenant shall\n            ----------   \nmonitor such New Tanks and the Existing Tanks, and maintain appropriate records,\nimplement reporting procedures, properly close such underground storage tanks at\nthe end of the Term unless instructed otherwise by Landlord in writing, and take\nor cause to be taken all other steps (including, without limitation, repairs)\nnecessary or required under the Washington State Underground Storage Tank Act,\nChapter 90.76 R.C.W. and the regulations promulgated thereunder at WAC Section\n173-180-080, as they now exist or may hereafter be adopted or amended; provided,\nhowever, that the cost of Tenant's obligations with respect to any Existing\nTanks it uses shall be shared equitably with other users of such Existing Tanks.\n\n     41.6 Tenant's Obligations.  Tenant's obligations under this Article 41\n          --------------------                                             \nshall survive the expiration or earlier termination of the Lease.  During any\nperiod of time employed by Tenant or Landlord after the termination of this\nLease to complete the removal from the Demised Premises of any such Hazardous\nMaterials and the release and termination of any licenses or permits restricting\nthe use of the Demised Premises, Tenant shall continue to pay the full Rent in\naccordance with this Lease, which Rent shall be prorated daily.\n\n \n     41.7 Definition of \"Hazardous Materials.\" As used herein, the term\n          ----------------------------------                           \n\"Hazardous Materials\" shall mean any substance, chemical, compound, product,\n--------------------                                                        \nsolid, gas, liquid, waste, byproduct, pollutant, contaminant, or material which\nis hazardous or toxic, and includes, without limitation, (a) asbestos,\npolychlorinated biphenyls, lead-based paints and petroleum (including crude oil\nor any fraction thereof) and (b) any material classified or regulated as\n\"hazardous,\" \"toxic\" or \"dangerous\" pursuant to any Environmental Law.  As used\nherein, the term \"Environmental Law\" shall include, without limitation, the\n                  -----------------                                        \nfollowing: 42 U.S.C. Section 9601 et.  seq., (the Comprehensive Environmental\nResponse Compensation and Liability Act), 42 U.S.C. Section 6901, et.  seq.\n(the Federal Resource Conservation and Recovery Act), 33 U.S.C. Section 1317\n(the Federal Water Pollution Control Act), 15 U.S.C. Section 2601 et.  seq.\n(the Toxic Substances Control Act), the Washington Model Toxics Control Act, the\nWashington Hazardous Waste Management Act, and any similar, implementing or\nsuccessor law, any amendment, rule, regulation, order, or directive issued\nthereunder, and any comparable or analogous federal, state or local law or\nordinance with their respective implementing regulations.\n\n42.  Right To Extend Term.\n     -------------------- \n\n     Tenant shall have the right to extend the Term of this Lease upon the\nfollowing terms and conditions:\n\n     42.1 Tenant shall have two (2) consecutive rights (each, an \"Extension\n                                                                  ---------\nRight\") to extend the term of this Lease for five (5) years each (each, an\n-----                                                                     \n\"Extension Term\") on the same terms and conditions as this Lease.  During any\n --------------                                                              \nExtension Term, Basic Annual Rent shall be payable at the Market Rate (as\ndefined below), but in no event less than the Basic Annual Rent payable on the\ndate immediately preceding the commencement of such Extension Term.  Basic\nAnnual Rent shall be adjusted on the commencement of each Extension Term and on\neach one (1) year anniversary of the commencement of such Extension Term as\nagreed by Landlord and Tenant.  As used herein, \"Market Rate\" shall mean the\n                                                 -----------                \nthen market rental rate (and any adjustment schedule during the Extension Term)\nas determined by Landlord and agreed to by Tenant, and shall include all\nprovisions for Additional Rent made in this Lease.  If, on or before the date\nwhich is one hundred twenty (120) days prior to the expiration of the initial\nTerm of this Lease, or the expiration of any Extension Term, Tenant has not\nagreed with Landlord's determination of the Market Rate or if Landlord and\nTenant have not agreed upon any of the other terms of such subsequent Extension\nTerm after negotiating in good faith, Tenant shall be deemed to have waived any\nright to extend, or further extend, the Term of this Lease and all of the\nremaining Extension Rights shall terminate.\n\n     42.2 Extension Rights are personal to Dendreon and may not be assigned to\nany transferee, assignee, or sublessee of or under this Lease except to a\ncorporate successor of Dendreon pursuant to a plan of merger, reorganization or\nsimilar transaction, and such rights are not assignable separate and apart from\nthis Lease.\n\n     42.3 Extension Rights are conditional upon Tenant giving Landlord written\nnotice of its election to exercise each Extension Right at least nine (9) months\nprior to the end of the expiration of the initial term of this Lease or the\nexpiration of any Extension Term.\n\n \n     42.4 Notwithstanding anything set forth above to the contrary, Extension\nRights shall not be in effect and Tenant may not exercise any of the Extension\nRights:\n\n          42.4.1 during any period of time that Tenant is in default under any\nprovision of this Lease; or\n\n          42.4.2 if Tenant has been in default under any provision of this Lease\nthree (3) or more times, whether or not the defaults are cured, during the\ntwelve (12) month period immediately prior to the date that Tenant intends to\nexercise an Extension Rights, whether or not the defaults are cured.\n\n     42.5 The period of time within which any Extension Rights may be exercised\nshall not be extended or enlarged by reason of the Tenant's inability to\nexercise the Expansion Rights because of the provisions of Section 42.4 above.\n\n     42.6 The Extension Rights shall terminate and be of no further force or\neffect even after Tenant's due and timely exercise of an Extension Right, if,\nafter such exercise, but prior to the commencement date of an Extension Term,\n(1) Tenant fails to timely cure any default by Tenant under this Lease; or (2)\nTenant has defaulted three (3) or more times during the period from the date of\nthe exercise of an Extension Right to the date of the commencement of the\nExtension Term, whether or not such defaults are cured.\n\n43.  Intentionally Omitted.\n     --------------------- \n\n44.  Intentionally Omitted.\n     --------------------- \n\n45.  Architectural And Design Fees\n     -----------------------------\n\n     45.1 Within one (1) year from the Term Commencement Date, Landlord shall\npay or reimburse Tenant for Tenant's actual out-of-pocket expenses in connection\nwith architectural and design programming for the Demised Premises, up to a\nmaximum of $35,323.50.  Landlord shall pay or reimburse any such amounts\nrequested by Tenant within thirty (30) days after a written request therefor.\n\n46.  Miscellaneous\n     -------------\n\n     46.1 Terms and Headings.  Where applicable in this Lease, the singular\n          ------------------                                               \nincludes the plural and the masculine or neuter includes the masculine, feminine\nand neuter.  The article and section headings of this Lease are not a part of\nthis Lease and shall have no effect upon the construction or interpretation of\nany part hereof.\n\n     46.2 Examination of Lease.  Submission of this instrument for examination\n          --------------------                                                \nor signature by Tenant does not constitute a reservation of or option for lease,\nand it is not effective as a lease or otherwise until execution by and delivery\nto both Landlord and Tenant.\n\n     46.3 Time.  Time is of the essence with respect to the performance of every\n          ----                                                                  \nprovision of this Lease in which time of performance is a factor.\n\n \n     46.4  Covenants and Conditions. Each provision of this Lease performable by\n           ------------------------\nTenant shall be deemed both a covenant and a condition.\n\n     46.5  Consents.  Whenever consent or approval of either party is required,\n           --------\nthat party shall not unreasonably withhold such consent or approval, except as\nmay be expressly set forth to the contrary.\n\n     46.6  Entire Agreement. The terms of this Lease are intended by the parties\n           ----------------\nas a final expression of their agreement with respect to the terms as are\nincluded herein, and may not be contradicted by evidence of any prior or\ncontemporaneous agreement. The Basic Lease Provisions, general provisions and\nExhibits all constitute a single document and are incorporated herein.\n\n     46.7  Severability.  Any provision of this Lease which shall prove to be\n           ------------\ninvalid, void, or illegal in no way affects, impairs or invalidates any other\nprovision hereof, and such other provisions shall remain in full force and\neffect.\n\n     46.8  Recording.  Landlord may, but shall not be obligated to, record a\n           ---------\nshort form memorandum hereof without the consent of Tenant. Neither party shall\nrecord this Lease. Tenant shall be responsible for the cost of recording any\nMemorandum of Lease, including any transfer or other taxes incurred in\nconnection with said recordation.\n\n     46.9  Impartial Construction. The language in all parts of this Lease shall\n           ----------------------  \nbe in all cases construed as a whole according to its fair meaning and not\nstrictly for or against either Landlord or Tenant.\n\n     46.10 Inurement.  Each of the covenants, conditions and agreements herein\n           ---------                                                          \ncontained shall inure to the benefit of and shall apply to and be binding upon\nthe parties hereto and their respective heirs, legatees, devisees, executors,\nadministrators, successors, assigns, sublessees, or any person who may come into\npossession of said Demised Premises or any part thereof in any manner\nwhatsoever.  Nothing in this Section 46.10 contained shall in any way alter the\nprovisions against assignment or subletting in this Lease provided.\n\n     46.11 Notices.  Any notice, consent, demand, bill, statement, or other\n           -------                                                         \ncommunication required or permitted to be given hereunder must be in writing and\nmay be given by (i) personal delivery which shall be deemed given when received,\n(ii) reputable overnight courier which shall be deemed given the business day\nfollowing the date on the courier's receipt of pick-up, subject to Force Majeure\nDelays, addressed to Tenant at the Demised Premises, or to Tenant or Landlord at\nthe addresses shown in Sections 2.1.9 and 2.1.10 of the Basic Lease Provisions.\nEither party may, by notice to the other given pursuant to this Section 46.11,\nspecify additional or different addresses for notice purposes.\n\n     46.12 Jurisdiction. This Lease shall be governed by, construed and enforced\n           ------------  \nin accordance with the laws of the State of Washington.\n\n     46.13 Authority.  That individual or those individuals signing this Lease\n           ---------                                                          \nguarantee, warrant and represent that said individual or individuals have the\npower, authority and legal capacity to sign this Lease on behalf of and to bind\nall entities, corporations, partnerships, joint \n\n \nventurers or other organizations and\/or entities on whose behalf said individual\nor individuals have signed.\n\n     In Witness Whereof, the parties hereto have executed this Lease as of the\ndate first above written.\n\n                                   LANDLORD:\n \n                                   ARE-3005 FIRST AVENUE, LLC, a\n                                   Delaware limited liability company\n \n                                   By:  Alexandria Real Estate Equities, L.P., a\n                                        Delaware limited partnership, its sole\n                                        member\n \n                                        By:  ARE-QRS Corp., a Maryland\n                                             Corporation, its general partner\n \n                                             By: \/s\/ Lynn Ann Shapiro\n                                                 -------------------------------\n                                                 Name: Lynn Anne Shapiro\n                                                 Its: General Counsel\n \n                                        TENANT:\n \n                                        DENDREON CORPORATION, a Delaware\n                                        Corporation\n \n \n                                        By: \/s\/ Peter S. Garcia\n                                           -------------------------------------\n                                        Name: Peter S. Garcia\n                                             -----------------------------------\n                                        Its: Chief Financial Officer\n                                            ------------------------------------\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7299],"corporate_contracts_industries":[9407],"corporate_contracts_types":[9579,9612],"class_list":["post-41818","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dendreon-corp","corporate_contracts_industries-drugs__pharma","corporate_contracts_types-land","corporate_contracts_types-land__wa"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41818","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=41818"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41818"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41818"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41818"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}