Common use of Possession and Commencement Date Clause in Contracts

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Complete.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion deliver possession of the Premises to Tenant shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below). If possession is delayed by action of Tenant, then the Term Commencement Date shall be the date that the Term Commencement Date would have occurred but for such delay, and the first (1st) six (6) weeks of the Term shall be free of any obligation to pay Base Rent, as reflected in Section 2.3. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and the Term Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the form attached as Exhibit C hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or a Landlord’s or Tenant’s liability hereunder. Failure by Tenant Delay to obtain validation by any governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement Date. 4.2. In the event that Landlord permits (in Landlord’s reasonable discretion) Tenant to enter upon the Premises prior to the Term Commencement Date for the purpose of the placement of equipment and personal property, Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the provisions of Article 23 are in effect, and such entry shall be subject to all the terms and conditions of this Lease other than the payment of Base Rent or Tenant’s Share of Operating Expenses (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Complete.

Possession and Commencement Date. 4.1. Tenant is currently in possession of the Existing Space pursuant to the Existing Lease and Tenant shall remain in possession of the Existing Space on the Effective Date. Landlord shall use commercially reasonable efforts to tender possession of the Premises Expansion Space which includes both the Block A Space and the Block B Space, to Tenant vacant and broom clean on or before the date which is 30 days after the Effective Date (the date on which Landlord actually delivers the Expansion Space to Tenant being referred to herein as the “Expansion Commencement Date”), it being understood that Tenant’s obligation to pay rent on the Estimated Term Expansion Space shall not commence until the Block A Rent Commencement Date, with Date (as defined below) and the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete Block B Rent Commencement Date (as defined below), as the case may be. Tenant agrees that in the event such Landlord fails to tender possession of the Expansion Space with Landlord’s Work is not Substantially Complete Completed on or before the Estimated Term Commencement Date for any reasonExpansion Completion Date, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date this Lease shall not be extended accordingly. The term “Substantially Complete” void or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, voidable except as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything specifically provided in this Lease (including Section 4.1. If Landlord has not tendered possession of the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant Expansion Space with Landlord’s Work Substantially Complete (i) Completed on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that which is ninety (90) days after the Estimated Expansion Commencement Date Date, then Tenant may, by written notice to Landlord delivered within ten (10) days thereafter, elect to terminate this Lease. In the “Abatement Increase Deadline”)event this Lease is terminated pursuant to this Section 4.1, Base Rent the Security Deposit shall be abated two (2) days for each day after the Abatement Increase Deadline that returned to Tenant and neither Landlord fails nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to deliver the Premises with Landlord’s Work Substantially Complete.provisions which, by their terms, survive termination of this Lease

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially its reasonable efforts to deliver possession of the Suites to Tenant in phases on the approximate dates set forth in Section 2.1.7 (a) Upon the delivery of a Suite to Tenant as provided herein, the Suite shall become and constitute a portion of the Demised Premises subject to all of the terms and conditions of this Lease and Landlord and Tenant shall execute and deliver a supplement to this Lease confirming: (a) the delivery and commencement date with respect to said Suite; (b) the new Basic Annual Rent, the Suite increasing the Basic Annual Rent at the square foot rental rate then applicable under the Lease; (c) Tenant's new Pro Rata Share of Operating Expenses based upon the addition of the Suite to the Demised Premises; and (d) the increase in the Rentable Area of the Demised Premises based upon the addition of the Suite's Rentable Area as set forth in Section 2.1.3 (a) above. However, failure to execute and deliver such supplement shall not affect Landlord or Tenant's liability hereunder. Excepting Suite 160 Exp. and 210 Exp., the Demised Premises shall be delivered to Tenant as provided herein in their then "as is" condition. Notwithstanding the foregoing, the Suite (s) shall be tendered to Tenant in good condition and repair. With respect to Suite 160 Exp. and 210 Exp., Landlord shall tender possession of the Suites to Tenant with the work required of Landlord described in the work letter ("Work Letter") attached hereto as Exhibit "B", substantially completed. Tenant agrees that it shall submit to Landlord for review and approval Tenant's space plans ("Space Plans") for ▇▇▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇ Exp. not later than the dates set forth in Section 2.1.14 above. If Landlord fails to tender possession of any of the Premises Suites to Tenant on their respective Estimated Term Commencement Dates for any reason whatsoever, Landlord shall have no liability to Tenant for such failure but Tenant shall not be responsible for the payment of any Rent (as defined below) applicable to the Suite to be delivered until the actual Term Commencement Date set forth in Section 4.2 below occurs with respect to such Suite. The work required of Landlord described in the Work Letter shall be deemed substantially completed, as that term is used in this Article 4 and elsewhere in this Lease, if Landlord has substantially completed all of Landlord's work identified on Tenant's plans and specifications (subject only to a punch list of items that do not materially interfere with Tenant's use of Suite 160 Exp. and Suite 210 Exp.), and has received the temporary occupancy certificate from the City of San Diego, if required, and a substantial completion certificate from the architect for the occupancy of the Suite 160 Exp. and Suite 210 Exp. Notwithstanding the foregoing, if the date of actual Term Commencement Date for Suites 160 Exp. and Suite 210 Exp., is delayed beyond the Estimated Term Commencement Date due solely to the failure of Tenant or Tenant's architect to timely review and approve the Construction Drawings (as defined in the Work Letter) and/or review, approve and/or deliver any item in the Work Letter including, but not limited to, Tenant's submittal to Landlord of the Space Plan by the dates provided in Section 2.1.14 above, then the actual Term Commencement Date for Suites 160 Exp. and Suite 210 Exp., will remain as set forth in Section 2.1.7 (a). 4.2 Except as otherwise expressly provided herein, the actual Term Commencement Date with respect to each Suite shall be the later of the Estimated Term Commencement Date as set forth in Section 2.1.7 (a) with respect to such Suite and the day Landlord tenders possession of said Suite to Tenant substantially in the condition required above and has received a temporary certificate of occupancy from the appropriate governmental authorities, if required, for the legal occupancy of such Suite. Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the actual Term Commencement Date for each Suite when such is established, and shall attach it to this Lease as Exhibit "F". However, failure to execute and deliver such acknowledgment shall not affect Landlord or Tenant's liability hereunder. The Term Expiration Date shall remain as set forth in Section 2.1.7 (b) regardless of the actual Term Commencement Date. 4.3 In the event that Landlord allows Tenant to enter upon the Demised Premises prior to the Term Commencement Date for the purpose of installing improvements or the placement of personal property, with Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the light laboratory base Building improvements described provisions of Article 21 are in Exhibit B-2 (effect, and such entry shall be subject to all the “Landlord’s Work”) Substantially Complete terms and conditions of this Lease other than the payment of Basic Annual Rent or Additional Rent (as defined below). 4.4 The Parties hereby acknowledge that as of the date of this Lease, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ are leased by Landlord to third parties and that the term of said leases do not expire until December 18, 1997. Tenant agrees that in Following the event date hereof until December 31, 1996, Landlord shall use its best efforts to cause said third party tenants to terminate their respective leases with Landlord and vacate such Landlord’s Work is not Substantially Complete on or before portions of the Estimated Term Commencement Date for any reasonBuilding prior to the current expiration dates thereof so as to allow Landlord to tender possession of said premises to Tenant, then (a) this Lease shall not be void or voidableprovided, (b) however, Landlord shall not be liable required to expend any sums, engage in any litigation or incur any liabilities in connection with such efforts. After Landlord having given Tenant ten (10) days prior written notice that all of the following have occurred: the expiration or sooner termination of said leases and the tender of possession of each such Suite to Tenant for any loss or damage resulting therefromin substantially the condition set forth in Section 4.1 above, and Landlord's receipt of a temporary certificate of occupancy, if required, from the appropriate governmental authorities for the legal occupancy of the Suite, such Suite shall be included in and become a part of the Demised Premises on all of the terms and conditions of this Lease. 4.5 Tenant acknowledges that Landlord shall be performing remodeling work in the Building (cincluding portions thereof which are or may become part of the Demised Premises) during the term of the Lease in connection with the tenant improvements to be constructed in Suite 160 Exp. and Suite 210 Exp. Tenant hereby agrees to allow Landlord to enter onto ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and other areas of the Demised Premises on reasonable notice to Tenant to perform such work. Tenant also agrees to allow Landlord to place plywood or attach other demising or protective structures to the glass wall frame of Suite 210 during the remodeling of Suite 160 Exp. and Suite 210 Exp. to isolate Tenant from such remodel work. In the event Landlord requires a portion of the Demised Premises for a temporary staging area to construct the Building and tenant improvements at Suite 160 Exp. and/or Suite 210 Exp., Tenant agrees to surrender to Landlord such premises until such staging area is no longer required by Landlord and the Rent Commencement Date for such area shall be extended accordinglyabated during the period of time Landlord occupies such premises. The term “Substantially Complete” Except as expressly permitted herein, Tenant shall not be entitled to any abatement of Rent by reason of Landlord's remodeling or “Substantial Completion” in relation to Landlord’s Work means that other construction activities at the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicableBuilding. Notwithstanding anything the foregoing, any such entry into the Demised Premises by Landlord and Landlord's agents shall comply with all reasonable security measures of Tenant and shall not impair Tenant's operations more than reasonably necessary. 4.6 Landlord shall cause to be constructed the initial tenant improvements in this Lease Suite 160 Exp. and Suite 210 Exp., (including "Tenant Improvements") pursuant to the Work Letter attached hereto as Exhibit B "B" at a cost to Landlord not to exceed Four Hundred Seventy Thousand Three Hundred Dollars ($470,300.00) ("Tenant Improvement Allowance") which shall include the “cost of demolition, construction, project management by Landlord (which fee shall not exceed Three percent (3%) of the total cost of the Tenant Improvements), cost of space planning, architect, engineering and other related services, building permits and other planning and inspection fees. Tenant hereby acknowledges that Landlord, at its expense, has retrofitted to Tenant's satisfaction, the existing heating, ventilation and air conditioning system at Suite 290 such that the laboratory portions of Suite 290 are serviced by a ducted exhaust system. ("HVAC Ducting"). Tenant further acknowledges that Landlord, at its expense, has demolished to Tenant's satisfaction, certain interior walls and partitions in Suite 280 identified on Exhibit "H" attached hereto ("Demolition Work"). The cost of the HVAC Ducting and Demolition Work Letter”shall not be chargeable against the Tenant Improvement Allowance. Any costs incurred in performing the work described in the Work Letter in excess of the Tenant Improvement Allowance shall be borne solely by Tenant. If the total budgeted cost of the Tenant Improvements (as described in Exhibit "C" attached hereto) exceed Four Hundred Seventy Thousand Three Hundred Dollars ($470,300.00)) , then the overage shall be paid by Tenant to Landlord prior to the contrarycommencement of the construction of the Tenant Improvements. Any portion of Tenant Improvement Allowance not expended on the Demised Premises may be utilized by Tenant to improve Tenant's Sublease Space or other Suites, (y) subject to Landlord’s 's review and approval of the character, quality and cost of the proposed improvements and compliance with all legal requirements. Tenant shall not be entitled to use any portion of the Tenant Improvement Allowance on personal property improvements, trade fixtures or other equipment without the prior express written approval of Landlord which it may withheld in its sole discretion. Tenant shall have until June 30, 1998 to expend the unused portion of the Tenant Improvement Allowance, after which date Landlord's obligation to timely achieve Substantial Completion fund such costs shall expire. 4.7 Landlord shall provide Tenant with a signage allowance ("Signage Allowance") of $10,000.00 to be used solely for designing and constructing a monument sign to be placed on North ▇▇▇▇▇▇ ▇▇▇▇▇ Road. The signage shall be subject to extension on a day-for-day basis Landlords review and approval as a result to location, design, size and construction material and may include, at Landlord's option, the names of Force Majeure (as defined below) other tenants at the Building. The signage shall be subject to the ordinances and permitting requirements of the City of San Diego and the rules and regulations of the association within which the Building is located. Any portion of the Signage Allowance not expended shall remain Landlord's funds. 4.8 Landlord shall elect the architect, engineer, general contractor and major subcontractors who will be engaged in connection with the construction of the Tenant Improvements subject to Tenant's approval which shall not be unreasonably withheld or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and delayed. Landlord fails to deliver the Premises to shall provide Tenant with Landlord’s Work Substantially Complete copies of the draw requests from the construction loan or such other documentation reasonably required by Tenant to monitor expenditure of the Tenant Improvement Allowance. A detailed budget for the construction of the Tenant Improvements, prepared by Landlord and approved by Tenant, is to be attached hereto as Exhibit C (the "Budget"). Landlord shall not, without Tenant's prior written consent, incur any costs in connection with the construction of the Tenant Improvements that (i) on would cause any line item in the Budget to exceed by more than ten percent (10%) or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before would cause the date that is ninety total cost of the Tenant Improvements to exceed the total cost set forth in the Budget by more than ten percent (9010%). The Tenant Improvements, HVAC Ducting Work and Demolition Work shall be constructed in accordance with all applicable laws, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality. Within thirty (30) days after of the Estimated Commencement Date (issuance of the “Abatement Increase Deadline”)final certificate of occupancy, Base Rent Tenant shall have the right to submit a written "punch list" to Landlord, setting forth any defective item of construction, and Landlord shall promptly cause such items to be corrected. Landlord also hereby assigns to Tenant, to the extent assignable and on a non-exclusive basis, all warranties with respect to the Demised Premises, including warranties which would reduce Tenant's maintenance obligations under this Lease, and shall cooperate with Tenant to enforce all such warranties. 4.9 Any unresolved dispute concerning the Tenant Improvements shall be abated two (2) days for each day after submitted to binding arbitration under the Abatement Increase Deadline that Landlord fails to deliver commercial rules of the Premises with Landlord’s Work Substantially CompleteAmerican Arbitration Association in San Diego, California.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement DateDate (as defined below), with the light laboratory base Building improvements described in Exhibit B-2 work (the “Landlord’s WorkTenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B (the “Work Letter”) Substantially Complete (as defined below). Within ten (10) days of Tenant approving or having been deemed to approve the Draft Schematic Plans (as defined below) as set forth in Section 2.1 of the Work Letter, Landlord shall provide Tenant with an estimated construction schedule for the Tenant Improvements prepared by the Landlord’s general contractor (the “Estimated TI Construction Schedule”). The “Estimated Term Commencement Date” shall be the set forth in the Estimated TI Construction Schedule as the Substantial Completion date, as such date shall be extended on a day-for-day basis as a result of Force Majeure or a Tenant Delay (as such terms are defined below); provided that, upon Tenant’s request, Landlord and Tenant shall reasonably cooperative to attempt to reduce the number of days required to achieve Substantial Completion in the Estimated TI Construction Schedule. Tenant agrees that in the event such Landlord’s Work work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Term Expiration Date shall be extended accordinglyaccordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means, with respect to the Tenant Improvements, that (y) the Tenant Improvements are substantially complete in relation to Landlord’s accordance with the Approved Plans (as defined in the Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architectLetter), except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including executed by the Work Letter attached hereto as Exhibit B (project architect and the “Work Letter”)) to the contrarygeneral contractor, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises may be legally occupied for the Permitted Uses pursuant to a temporary certificate of occupancy or its substantial equivalent (such as sign-off on the building permit by the Governmental Authority that issued such permit), to the extent required by Applicable Laws for occupancy of the Premises, a copy of which shall have been delivered by Landlord to Tenant. If Landlord delivers a temporary certificate of occupancy or its substantial equivalent, Landlord shall deliver a permanent certificate of occupancy or its substantial equivalent as may be required so that at all times, Tenant with Landlord’s Work Substantially Complete (i) on or before may lawfully occupy the Premises for the Permitted Uses. In the event Substantial Completion of the Tenant Improvements shall occur subsequent to the date that which is forty-five sixty (4560) days after following the Estimated Term Commencement Date, Tenant shall receive a credit against Tenant’s obligation to pay Base Rent shall be abated one (1) day hereunder from and after such date, on a per diem basis, for each day after during the period from the sixty-first (61st) day following the Estimated Term Commencement Date and before until Landlord has Substantially Completed the Abatement Increase Deadline Tenant Improvements, provided that such delay does not arise from a Tenant Delay or Force Majeure (both as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Complete.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Demised Premises to Tenant on the Estimated Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below)date hereof. Tenant agrees that in In the event such Landlord’s Work is not Substantially Complete Landlord fails for any reason to tender possession of the Demised Premises on or before the Estimated Term Commencement Date for any reasonclose of business on May 15, then (a) this Lease shall not be void or voidable1998, (b) Landlord shall not be liable to Tenant for the sum of any loss damages, rent and holdover fees or damage resulting therefrompenalties under Tenant's existing leases for premises at 12103 and ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, and ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (cas amended, the "Existing Leases") in excess of the Rent Commencement Date rent that would have been payable under the Existing Leases but for such holdover. In the event Landlord has not tendered possession of the Demised Premises on or before June 1, 1998, then Tenant may, at any time thereafter so long as Landlord has not tendered possession of the Demised Premises to Tenant, by written notice to Landlord, elect to terminate this Lease effective on the date of such notice. In the event this Lease is terminated pursuant to this Section 4.1, the Security Deposit shall be extended accordinglyreturned to Tenant and neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which, by their terms, survive termination of this Lease. Landlord's obligations under this Section 4.1 shall survive termination of this Lease by Tenant pursuant to the terms of this Section 4.1. 4.2. The term “Substantially Complete” or “Substantial Completion” "Term Commencement Date" shall be the date of delivery of the Demised Premises to Tenant. Landlord and Tenant shall each execute and deliver to the other written acknowledgment in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter form attached hereto as Exhibit B ("C" of the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails Term Expiration Date when the same are established; PROVIDED, HOWEVER, the failure to execute and deliver the Premises to Tenant with such acknowledgment shall not affect Landlord’s Work Substantially Complete and (ii) on 's or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially CompleteTenant's rights or liabilities hereunder.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Demised Premises to Tenant on the Estimated Term Commencement Effective Date, with . 4.2. Tenant has commenced and shall cause to be completed certain improvements to the light laboratory base Building improvements described in Demised Premises pursuant to the Plans attached hereto as Exhibit B-2 "B" ("Tenant's Work") for which Landlord shall pay to Tenant the “Landlord’s Work”) Substantially Complete Tenant Improvement Allowance (as defined below), which shall include the cost of construction, cost of space planning, architect, engineering and other related services, building permits, and other planning and inspection fees. Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date shall be extended accordinglyentitled to an allowance to be used by Tenant towards construction of Tenant's Work ("Tenant Improvement Allowance"), the amount of which shall be THREE MILLION DOLLARS ($3,000,000). 4.3. The term “Substantially Complete” or “Substantial Completion” in relation Tenant, at Tenant's sole cost and expense and without cost to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, Landlord (except for minor punch list itemsthe Tenant Improvement Allowance), as applicableshall complete Tenant's Work in all respects in accordance with the Plans. Notwithstanding anything in this Lease (including the Tenant's Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis "Complete(d)" at such time as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day furnish evidence satisfactory to Landlord that all of Tenant's Work has been completed and paid for each day after the Estimated Term Commencement Date in full (which may be evidenced by Tenant's Architect's Certificate of Substantial Completion and before the Abatement Increase Deadline Tenant's Contractor's and subcontractor's final waivers and releases of liens) (as defined belowand such work has been accepted by Landlord); that any and all liens therefor that have been or might be filed have been discharged of record (by payment, bond, order of a court of competent jurisdiction or otherwise) or waived and that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two no security interests relating thereto are outstanding; (2) furnish to Landlord all certifications and approvals with respect to Tenant's Work that may be required from any governmental authority and any board of fire underwriters or similar body for the use and occupancy of the Demised Premises; and (3) furnish an affidavit from Tenant's Architect certifying that all work performed in the Demised Premises is in substantial accordance with the Plans. Landlord, within ten (10) business days for each day after following receipt by Landlord of notice that Tenant's Work is completed and the Abatement Increase Deadline that Landlord fails accompanying materials, shall pay to deliver Tenant the Premises with Landlord’s Work Substantially CompleteTenant Improvement Allowance.

Possession and Commencement Date. 4.15.1. Landlord and Tenant acknowledge that it is very important to both parties to complete the construction of the Improvements as soon as reasonably feasible and both parties agree to use diligent and good faith efforts to cause construction of the Improvements to be completed as soon as reasonably feasible. Landlord shall use commercially reasonable reasonably diligent efforts to tender possession of the Demised Premises to Tenant Tenant, substantially completed, on the Estimated Term Commencement Date. 5.2. The term commencement date of the Term of this Lease shall be the earlier of (i) the date Landlord tenders possession of the Demised Premises to Tenant with construction of the Improvements substantially complete; (ii) the date Tenant actually accepts possession of the entire Demised Premises and commences to conduct business therefrom; or (iii) the date that construction of the Improvements would have been substantially completed but for Tenant-Caused Delays, with the light laboratory base Building improvements described as that term is defined in Exhibit B-2 Section 27.2 (the “LandlordTerm Commencement Date”). 5.2.1. Commencing with the notice required to be delivered to Tenant pursuant to Section 3.2.1, above, and continuing monthly thereafter, Landlord shall also deliver to Tenant written estimates of the expected actual Term Commencement Date. Notwithstanding anything to the contrary in this Lease, Landlord shall provide Tenant with no less than thirty (30) days’ prior notice, in writing, that the Demised Premises are, or shortly shall be, available for occupancy. 5.2.2. Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the actual Term Commencement Date and the date when the Term will expire when such is established and shall attach it to this Lease as Exhibit “E”; however, failure to execute and deliver such acknowledgment shall not affect Tenant’s Work”liability hereunder. 5.2.3. Tenant may elect, by delivering written notice to Landlord within ten (10) Substantially Complete business days prior to the Target Commencement Date (as defined belowestablished in accordance with Section 3.2.1, above). Tenant agrees that in , to occupy the event such Landlord’s Work is not Substantially Complete on or before Demised Premises for a period of fifteen (15) days following the Estimated Term Commencement Date for any reasonthe purpose of installation of fixtures and other equipment or improvements which are not part of the Improvements, then without the immediate obligation to pay Annual Rent for such fifteen (a15) this Lease day period; provided, however, that the Annual Rent which would have been applicable to and payable for such fifteen (15) day period shall not be void or voidable, (b) added to the Annual Rent payable during the remainder of the Initial Term and equally amortized over the remainder of the Initial Term and the Annual Rent payable by Tenant during the remainder of the Initial Term shall be increased accordingly. 5.3. Landlord shall not be liable allow Tenant to Tenant for any loss or damage resulting therefrom, and (c) enter upon the Rent Demised Premises prior to the Term Commencement Date for the purpose of installation of fixtures and other equipment or improvements which are not part of the Improvements, provided such entry shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” coordinated in relation to advance with Landlord and Landlord’s Contractor (as defined in the Work means that Letter) so as to not interfere with the construction by Landlord or Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicableContractor of the Improvements. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion Such entry shall be subject to extension on a day-for-day basis as a result all the terms and conditions of Force Majeure (as defined below) this Lease, and the Work Letter, other than for the payment of Annual Rent or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails Additional Rent. Such entry shall not constitute possession for purposes of establishing the Term Commencement Date. 5.4. Prior to deliver Tenant’s initial entry onto the Demised Premises to Tenant with Landlord’s Work Substantially Complete for the purpose of (i) on installing improvements that are not a part of the Improvements, or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before placing Tenant’s personal property within the date Demised Premises, Tenant and Landlord shall furnish each other evidence satisfactory to the other that is ninety (90) days after insurance coverages required under the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Completeprovisions of Section 18 herein are in effect.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts tender possession of the Demised Premises and the Land to Tenant on or before the Target Term Commencement Date (as the same is extended due to Tenant-Caused Delays or Force-Majeure Delays) with Landlord’s Work Substantially Completed. 4.2. The Term Commencement Date shall be the date which is three (3) Business Days after the Substantial Completion of Landlord’s Work, provided that in the event Landlord intends to deliver the Demised Premises with Landlord’s Work Substantially Complete on any date other than the Target Term Commencement Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays), Landlord shall deliver to Tenant written notice of such other delivery date no less than forty-five (45) days prior to such other delivery date. Landlord and Tenant shall each execute and deliver to the other written acknowledgment in the form attached hereto as Exhibit “D” of the Term Commencement Date and the Term Expiration Date when the same are established; provided, however, the failure to execute and deliver such acknowledgment shall not affect Landlord’s or Tenant’s rights or liabilities hereunder. 4.3. Tenant agrees that, in the event Landlord fails to tender possession of the Demised Premises to Tenant and the Land on or before the Estimated Target Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided below in Section 4.4. In such event, however, Tenant shall not be liable for Annual Base Rent, Improvement Rent or Operating Expenses until the Term Commencement Date. In the event the Term Commencement Date is delayed beyond the Target Term Commencement Date (cas extended due to Tenant-Caused Delays or Force-Majeure Delays), Tenant shall receive one (1) day of abatement of Annual Base Rent for every day the Term Commencement Date is delayed beyond the Target Term Commencement Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays) up to and including the date (the “First Delayed Delivery Date”) which is thirty (30) days after the Target Term Commencement Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays). In the event the Term Commencement Date is delayed beyond the First Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays), Tenant shall receive three (3) days of abatement of the Annual Base Rent for every day the Term Commencement Date is delayed beyond the First Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays) up to and including the date (the “Second Delayed Delivery Date”) which is thirty (30) days after the First Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays). 4.4. In the event the Term Commencement Date is delayed beyond the Second Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays), Tenant shall have the right (time being of the essence) to terminate this Lease exercisable only prior to the earlier to occur of (A) the Rent date which is fifteen (15) days after the Second Delayed Delivery Date (as extended due to Tenant-Caused Delays and Force-Majeure Delays), and (B) the Term Commencement Date Date, by giving Landlord five (5) days written notice of Tenant’s election to terminate the Lease. In the event Tenant so terminates this Lease, (i) as of the effective date of such termination this Lease shall be extended accordinglyof no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Lease, and (ii) Landlord shall, within ninety (90) days following the effective date of such termination, pay to Tenant the total amount of Annual Base Rent that would have been abated through the effective date of such termination had the Lease not been terminated (which obligation shall survive such termination). The term “Substantially Complete” or “Substantial Completion” In the event that Tenant fails to timely terminate this Lease (time being of the essence), this Lease will continue in relation full force and effect, no additional amounts of Rent will be abated and Tenant will have no further rights to Landlord’s Work means that terminate this Lease due to any delays in the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicableTerm Commencement Date. Notwithstanding anything to the contrary set forth herein, in the event the Term Commencement Date has not occurred on or before December 31, 2000, this Lease (including shall terminate and be of no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the Work Letter attached hereto as Exhibit B (termination of this Lease 4.5. In the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and event that Landlord fails to deliver acquire title to the Premises Project (as evidenced by the unconditional delivery of a deed to the Project) by May 5, 1998, Tenant with Landlordshall have the right to terminate this Lease at any time on or before June 5, 1998, by giving Landlord fifteen (15) days written notice of Tenant’s Work Substantially Complete election to terminate the Lease, and, as of the effective date of such termination, this Lease shall be of no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Lease. 4.6. In the event that any of the events (ieach, a “Milestone Event”) set forth on Schedule 1 attached hereto have not occurred on or before the date that is forty(each, a “Milestone Date”) set forth on Schedule 1 for each respective Milestone Event (as the same may be extended due to Tenant-Caused Delays and Force-Majeure Delays), Tenant shall have the right to terminate this Lease by delivering to Landlord no later than five (455) days after the Estimated Term Commencement Dateapplicable Milestone Date (as the same may be extended due to Tenant-Caused Delays and Force-Majeure Delays) written notice of Tenant’s election to terminate this Lease, Base Rent which termination shall be abated one effective ten (110) days after delivery of such notice by Tenant unless, within such ten (10) day for each day after period, the Estimated applicable Milestone Event occurs, in which event Tenant’s termination election shall be of no force or effect and this Lease shall continue in full force and effect. Upon the effective date of any termination pursuant to this Section 4.6, this Lease shall be of no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Lease. 4.7. Landlord shall allow Tenant to enter upon the Demised Premises at any time during normal business hours prior to the Term Commencement Date and before for the Abatement Increase Deadline (as defined below) that purpose of performing Tenant’s Work or to install any furnishings, fixtures or equipment of Tenant, provided such entry does not unreasonably interfere with the performance by Landlord fails to deliver the Premises to Tenant with of Landlord’s Work Substantially Complete and that Landlord shall have no liability to Tenant for any damage to Tenant’s furnishings, fixtures or equipment. Such entry shall be subject to all the terms and conditions of this Lease other than the payment of Annual Base Rent, Improvement Rent or Operating Expenses. 4.8. Subject to all terms of this Lease, Tenant shall have access to and full use of the Demised Premises and, subject to applicable law and Force-Majeure, access to and use of the portions of the Land necessary for use of the Demised Premises and parking as provided herein, twenty-four (ii24) on or before the date that is ninety hours a day, seven (907) days after a week during the Estimated Term. 4.9. Access to and possession of areas necessary for utilities, services, safety and operation of the Project are reserved to Landlord. 4.10. Landlord shall cause to be constructed the Tenant Improvements pursuant to the Work Letter at a cost to Landlord not to exceed the Tenant Improvement Allowance, which shall include the cost of construction, project management by Landlord (which fee shall not exceed two and one-half percent (2.5%) of each $10.00 per square foot increment of the Tenant Improvement Allowance, or portion thereof, in excess of $25.00 per square foot of Rentable Area), cost of space planning, architect, engineering and other related services, building permits, and other planning and inspection fees. Tenant shall have the right, upon written notice to Landlord and provided that no Default, or event which with the giving of notice or the passage of time, or both, would constitute an Default, has occurred and is continuing, to increase the amount of the Tenant Improvement Allowance up to a maximum of $125.00 per square foot of Rentable Area. If Landlord reasonably determines at any time that the total cost of the Tenant Improvements will exceed the available Tenant Improvement Allowance, then Tenant shall immediately, and as a condition to Landlord’s obligation to expend or disburse any portion of the Tenant Improvement Allowance, deposit in an escrow account, under terms reasonably acceptable to Landlord, an amount sufficient to pay such excess. Tenant shall have until the first anniversary of the Term Commencement Date to increase the amount of the Tenant Improvement Allowance as provided herein and expend any unused portion of the Tenant Improvement Allowance (the “Abatement Increase Deadline”as may have been increased as provided herein), Base Rent after which date Landlord’s obligation to fund such increase of the Tenant Improvement Allowance or to fund the costs of the Tenant Improvements out of the Tenant Improvement Allowance shall expire. 4.11. Landlord shall cause the Land to be a legally subdivided parcel assessed for tax purposes separate and apart from the remainder of the Project. Such legal subdivision shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails a condition precedent to deliver the Premises with Substantial Completion of Landlord’s Work Substantially CompleteWork.

Possession and Commencement Date. 4.1. Tenant acknowledges that Ligand Pharmaceuticals, Inc., a Delaware corporation (“Ligand”) and Landlord are parties to that certain Lease, dated July 6, 1994, whereby Ligand leases the Premises from Landlord pursuant to the terms and conditions set forth therein (as amended, the “Ligand Lease”). Ligand currently subleases the Premises to Tenant’s affiliate eBioscience, Inc., a California corporation (“Subtenant”) pursuant to that certain Sublease Agreement dated December 6, 2007 (as amended, the “Sublease”). Subject to (a) the terms and conditions set forth herein, (b) any holdover by Ligand or Subtenant, (c) the surrender of the Premises by Ligand and Subtenant in accordance with the terms and conditions set forth in the Ligand Lease and the Sublease, respectively and (d) Ligand and Subtenant’s compliance with the terms and conditions of that certain Consent to Sublease dated as of December 13, 2007, by and among Landlord, Ligand and Subtenant (the “Original Consent to Sublease”), as amended by the Consent to Sublease Amendment (as defined below) (collectively, the “Consent to Sublease”), Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date. Subject to the terms and conditions set forth in this Article 4 and the Work Letter, with Landlord shall use commercially reasonable efforts to Substantially Complete the light laboratory base Building improvements work (the “Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B-2 B (the “Work Letter”), the Additional ADA Work (as defined in Section 5.1), if any, and the performance of that certain equipment repair, replacement and installation as specifically set forth on Exhibit D attached hereto (the “Landlord’s WorkInitial Repair/Replacement Obligations”) Substantially Complete (), in each case as defined below)of the Term Commencement Date. Tenant agrees that in the event such Landlord’s Work Landlord is not Substantially Complete unable to (g) deliver possession of the Premises on or before the Estimated Term Commencement Date for any reasonreason (including as a result of any holdover by Ligand or Subtenant or failure by Ligand or Subtenant to surrender the Premises to Landlord in accordance with all of the terms and conditions of the Ligand Lease and the Sublease, respectively, or to comply with the terms and conditions of the Consent to Sublease) or (h) Substantially Complete any of the Tenant Improvements, any Additional ADA Work (as defined in Section 5.1) and/or any of Landlord’s Initial Repair/Replacement Obligations on or before the Term Commencement Date, then (ak) this Lease shall not be void or voidable, (bl) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (cm) only in the Rent Commencement case of subsection (g) above, the Term Expiration Date shall be extended accordinglyaccordingly and (n) only in the case of subsection (g) above, Tenant shall not be responsible for the payment of any Base Rent until the actual Term Commencement Date as described in Section 4.2 occurs (for purposes of clarity, the foregoing is not intended to limit Tenant’s remedies expressly set forth in Section 4.8). The For purposes of this Lease and the Work Letter, the term “Substantially Complete” or “Substantial Completion” in relation (p) with respect to Landlord’s Work the Tenant Improvements, means that the Landlord’s Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work Letter), except for Punchlist Items (as defined in the Work Letter) which Landlord has agreed to complete in writing in accordance with the Work Letter, and a certificate of occupancy or a SMRH:418641422.8 5 temporary certificate of occupancy (or their equivalent) has been issued, (q) with respect to the Additional ADA Work (as defined in Section 5.1), means that the Additional ADA Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list itemsitems which Landlord has agreed to complete in writing and (r) with respect to Landlord’s Initial Repair/Replacement Obligations, as applicablemeans that Landlord’s Initial Repair/Replacement Obligations are substantially complete in accordance with Exhibit D attached hereto, except for minor punch list items which Landlord has agreed to complete in writing. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be (y) contingent upon Ligand, Subtenant and Landlord entering into an amendment to the Original Consent to Sublease, in form and substance reasonably acceptable to Landlord to permit Landlord to enter the necessary portions of the Premises to perform Landlord’s Work (as defined in below) (the “Consent to Sublease Amendment”) and (z) subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Dateand/or any delay caused by Tenant, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially CompleteSubtenant and/or Ligand.

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially reasonable efforts deliver two fully executed copies of the Lease and tender to tender Tenant possession of the Demised Premises as soon as reasonably practicable following receipt by Landlord from Tenant of four (4) copies of this Lease executed by Tenant, which date is intended to be the Term Commencement Date set forth in Section 2.1.7. The actual Term Commencement Date shall be the actual date of delivery of the Demised Premises (also known as the “Delivery Date”). In the event that the Demised Premises have not been delivered to Tenant on by October 10, 2004, then Tenant shall have the Estimated right to terminate this Lease by written notice received by Landlord within ten (10) business days thereafter. 4.2 Notwithstanding anything to the contrary set forth elsewhere in this Lease, Tenant shall not have any obligation to pay to Landlord Basic Annual Rent in respect of the Demised Premises until (the “Rent Commencement Date”) the date that is three (3) months after the Delivery Date (such date, however, being extended by one day for each day following October 10, 2004 that the Delivery Date has not occurred). 4.3 From and after the date hereof, Tenant shall be permitted to enter upon the Demised Premises for the purposes of measurement and inspection. 4.4 Landlord and Tenant, upon request of either party, shall execute and deliver written acknowledgment of the actual Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Delivery Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date in the form of Exhibit “D”. 4.5 There shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” in relation no charge to Tenant for Landlord’s Work means that personnel or engineer in connection with Tenant moving in and moving out of the LandlordBuilding. 4.6 The provisions governing the preparation of plans and the performance of Tenant’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything are set forth in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined Section 39 below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Complete.

Possession and Commencement Date. 4.14.1 Tenant shall have the right to enter the Premises from and after full execution of this Lease, for the purpose of installing fixtures, equipment, furniture, and other personal property. Prior to entry by Tenant onto the Premises before the Term Commencement Date for such purposes, Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the provisions of Article 21 are in effect. Entry by Tenant onto the Premises prior to the Term Commencement Date for such purposes shall be subject to all of the terms and conditions of this Lease other than the payment of Basic Annual Rent and Operating Expenses. 4.2 Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on for installation of fixtures, equipment, furniture and other personal property and for occupancy by Tenant thereafter, promptly upon execution of this Lease. Landlord, at its sole cost and expense, shall construct the Estimated Term Commencement Date, with following improvements to the light laboratory base Building improvements described in Exhibit B-2 Premises (the “Landlord’s WorkImprovements”) Substantially Complete ): (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (bi) Landlord shall convert approximately 1,800 square feet of laboratory area (the area depicted on Exhibit “C” attached hereto) to office area, to include removal of laboratory case work, a partial wall, and re-carpeting and re-painting such area; (ii) Landlord shall clean the carpet in the balance of the Premises and replace carpet tiles as necessary if cleaning results are not be liable to reasonably acceptable; (iii) Landlord shall remove from the Premises certain system furniture designated by Tenant for any loss or damage resulting therefromremoval, one temporary wall in the laborary, and patch and re-paint damaged walls as needed; and (civ) upon expansion of the Rent Commencement Date Premises from 18,381 square feet to 21,987 square feet, Landlord shall be extended accordinglyconstruct a connection between the original Premises and the expanded Premises. The term “Substantially Complete” or “Substantial Completion” in relation Subject to Landlord’s Work means Improvements and the representations and warranties of Landlord provided herein, Tenant acknowledges that the Premises are delivered by Landlord on an “as is” basis and Tenant agrees to accept the Premises on such basis. All other improvements and alterations to the Premises made by Tenant, if any, shall be constructed at Tenant’s cost and expense and in accordance with Article 17 below. 4.3 Landlord shall deliver to Tenant a Nondisturbance Agreement from Landlord’s Work existing mortgagee substantially in the form of Exhibit “F” attached hereto pursuant to the provisions of Section 35.1. 4.4 Possession of areas necessary for utilities, services, safety and operation of the Building is substantially completereserved to Landlord, as reasonably determined by provided Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including use of such areas shall not interfere with Tenant’s quiet enjoyment of the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Premises. 4.5 Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver acknowledge that the furniture described on Exhibit “D” is the property of Landlord and is provided for Tenant’s use in the Premises to through the initial and any extended term of the Lease free of charge. Tenant with Landlord’s Work Substantially Complete (i) on or before shall keep the date that is forty-five (45) days after furniture in good condition and repair and shall not remove the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver furniture from the Premises without the written consent of Landlord. 4.6 Tenant shall have the right to Tenant with Landlord’s Work Substantially Complete and (ii) on or before use the date that is ninety (90) days after conference room in the Estimated Commencement Date (premises occupied by Nexus Properties, Inc., the “Abatement Increase Deadline”)manager of the Project, Base Rent shall be abated two (2) days quarterly for each day after board of directors meetings, at such times as are mutually agreed to by the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Completeparties.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 work (the “Landlord’s WorkTenant Improvements”) required of Landlord described on Exhibit B Substantially Complete (as defined below). The Tenant Improvements shall be completed by Landlord, at Landlord’s sole expense, in a good and workmanlike manner in compliance with Applicable Laws. Landlord shall initially engage Vanderweil Process and Industrial Design-Construction, LLC (“P&IDC”) as the general contractor for construction of the Tenant Improvements; provided, however, that Landlord, in its reasonable discretion and upon notice to Tenant, may terminate P&IDC and engage a different general contractor to complete the Tenant Improvements. Tenant agrees that in the event such Landlord’s Work work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Term Expiration Date shall be extended accordinglyaccordingly and (d) Tenant shall not be responsible for the payment of any Base Rent, the Property Management Fee (as defined below) or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is Tenant Improvements are substantially completecomplete in accordance with Exhibit B, as reasonably determined certified by Landlord’s architect, except for minor punch list items, as applicableand Landlord has received a temporary or permanent certificate of occupancy for the Premises. Landlord shall use reasonable efforts to complete all punch list items in a timely manner and with minimal interference to Tenant’s use of the Premises. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a and Tenant Delay (defined below). In the event that Landlord receives a temporary certificate of occupancy, Landlord shall subsequently obtain a permanent certificate of occupancy. If Landlord has failed to Substantially Complete the Tenant Improvements on or prior to the Estimated Term Commencement Date, as such date may be equitably extended to reflect any delay as a result of Force Majeure (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to (defined below), then Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated entitled to one (1) day of abatement of Base Rent for each the Premises for every day after past the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined belowit may be equitably extended) that Landlord fails to deliver Substantial Completion of the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Improvements has not occurred. Any such Base Rent abatements shall be abated two (2) days for each credited against the Base Rent due from Tenant commencing on the first day after of the Abatement Increase Deadline that Landlord fails to deliver fourth month of the Premises with Landlord’s Work Substantially CompleteTerm.

Possession and Commencement Date. 4.1. Tenant is currently in possession of the Existing Space pursuant to the Existing Lease and Tenant shall remain in possession of the Existing Space on the Effective Date. Landlord shall use commercially reasonable efforts to tender possession of the Premises Expansion Space which includes both the Block A Space and the Block B Space, to Tenant vacant and broom clean on or before the date which is 30 days after the Effective Date (the date on which Landlord actually delivers the Expansion Space to Tenant being referred to herein as the "Expansion Commencement Date"), it being understood that Tenant's obligation to pay rent on the Estimated Term Expansion Space shall not commence until the Block A Rent Commencement Date, with Date (as defined below) and the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete Block B Rent Commencement date (as defined below), as the case may be. Tenant agrees that in the event such Landlord fails to tender possession of the Expansion Space with Landlord’s 's Work is not Substantially Complete Completed on or before the Estimated Term Commencement Date for any reasonExpansion Completion Date, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date this Lease shall not be extended accordingly. The term “Substantially Complete” void or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, voidable except as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything specifically provided in this Lease (including Section 4.1. If Landlord has not tendered possession of the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant Expansion Space with Landlord’s 's Work Substantially Complete (i) Completed on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that which is ninety (90) days after the Estimated Expansion Commencement Date, then Tenant may, by written notice to Landlord delivered within ten (10) days thereafter, elect to terminate this Lease. In the event this Lease is terminated pursuant to this Section 4.1, the Security Deposit shall be returned to Tenant and neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which, by their terms, survive termination of this Lease 4.2. the "Term Commencement Date" shall be the Effective Date. tenant's obligation to pay rent on the Existing space shall commence on the Effective Date (the "Existing Space Rent Commencement Date"). Tenant's obligation to pay rent on the block a space shall commence 60 days after the Expansion Commencement Date (the “Abatement Increase Deadline”"Block A rent commencement date"). Tenant's obligation to pay rent on the block b space shall commence 180 days after the expansion commencement date (the "Block B Rent Commencement Date"). Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the Term Commencement Date, Base the Block A Rent Commencement Date, the Block B Rent Commencement Date, and the Term Expiration Date when each such date is established and shall attach the acknowledgment to this Lease as part of Exhibit "D-1"; provided, however, failure to execute and deliver such acknowledgments shall not affect Landlord or Tenant's rights or liabilities hereunder. The Existing Space Rent Commencement Date, the Block A Rent Commencement Date and the Block B Rent Commencement Date, as applicable, are sometimes referred to herein as the "Rent Commencement Date." 4.3. Tenant shall have the right to enter upon the Expansion Space at any time following the Expansion Commencement Date (or earlier if available) for the purpose of completing Tenant's Work (as defined in the Work Letter); provided, however, that Tenant shall first furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the provisions of Article 21 are in effect, and provided further that such entry shall be abated two subject to all the terms and conditions of this Lease other than the payment of Basic Annual Rent or Tenant's Pro Rata Share of Operating Expense. 4.4. Tenant may, at the option of Tenant, cause to be constructed one or more projects of tenant improvements to the Demised Premises (2collectively, the "Tenant Improvements"). The Tenant Improvements shall be subject to the terms of Section 16 of this Lease and shall be completed in accordance with the Work Letter. Tenant shall be reimbursed, in accordance with the terms of the Work Letter, for the cost to construct the Tenant Improvements in an aggregate amount for the Tenant Improvements not to exceed the sum of the "Basic Allowance" (as defined below) days plus the "Additional Allowance" (as defined below) (the Basic Allowance plus the Additional Allowance being collectively referred to in this lease as the "Tenant Improvement Allowance"). The "Basic Allowance" means the product of (a) Twenty Dollars ($20.00) multiplied by (b) the rentable square footage of the Expansion Space. The "Additional Allowance" means the product of (a) Sixty Seven Dollars ($67.00) multiplied by (b) the rentable square footage of the entire Dismised Premises. The Tenant Improvement Allowance shall include the amount of eighteen thousand dollars ($18,000) (which amount shall constitute Additional Rent) for each day the cost of construction, project management by Landlord, cost of space planning, architect, engineering and other related services, building permits and other planning and inspection fees. If Landlord reasonably determines that the total cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, then Tenant shall immediately, and as a condition to Landlord's obligation to expend or disburse any portion of the Tenant Improvement Allowance, deposit with Landlord an amount sufficient to pay such excess costs ("Tenant Excess Cost Deposit") in cash or a Letter of Credit (as defined in Section 43.14). Tenant shall have until the date which is twelve (12) months after the Abatement Increase Deadline that Landlord fails Block A Rent Commencement Date to deliver expend the Premises with unused portion of the Tenant Improvement Allowance, after which date Landlord’s Work Substantially Complete's obligation to fund the Tenant Improvement Allowance shall expire.

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially its reasonable efforts to deliver possession of the Suites to Tenant in phases on the approximate dates set forth in Section 2.1.7 (a). Upon the delivery of a Suite to Tenant as provided herein, the Suite shall become and constitute a portion of the Demised Premises subject to all of the terms and conditions of this Lease and Landlord and Tenant shall execute and deliver a supplement to this Lease confirming: (a) the delivery and commencement date with respect to said Suite; (b) the new Basic Annual Rent, the Suite increasing the Basic Annual Rent at the square foot rental rate then applicable under the Lease; (c) Tenant's new Pro Rata Share of Operating Expenses based upon the addition of the Suite to the Demised Premises; and (d) the increase in the Rentable Area of the Demised Premises based upon the addition of the Suite's Rentable Area as set forth in Section 2.1.3 (a) above. However, failure to execute and deliver such supplement shall not affect Landlord or Tenant's liability hereunder. Excepting Suite 160 Exp. and 210 Exp., the Demised Premises shall be delivered to Tenant as provided herein in their then "as is" condition. Notwithstanding the foregoing, the Suite (s) shall be tendered to Tenant in good condition and repair. With respect to Suite 160 Exp. and 210 Exp., Landlord shall tender possession of the Suites to Tenant with the work required of Landlord described in the work letter ("Work Letter") attached hereto as Exhibit "B", substantially completed. Tenant agrees that it shall submit to Landlord for review and approval Tenant's space plans ("Space Plans") for ▇▇▇▇▇ ▇▇▇ ▇▇▇. ▇▇▇ ▇▇▇▇▇ ▇▇▇ Exp. not later than the dates set forth in Section 2.1.14 above. If Landlord fails to tender possession of any of the Premises Suites to Tenant on their respective Estimated Term Commencement Dates for any reason whatsoever, Landlord shall have no liability to Tenant for such failure but Tenant shall not be responsible for the payment of any Rent (as defined below) applicable to the Suite to be delivered until the actual Term Commencement Date set forth in Section 4.2 below occurs with respect to such Suite. The work required of Landlord described in the Work Letter shall be deemed substantially completed, as that term is used in this Article 4 and elsewhere in this Lease, if Landlord has substantially completed all of Landlord's work identified on Tenant's plans and specifications (subject only to a punch list of items that do not materially interfere with Tenant's use of Suite 160 Exp. and Suite 210 Exp.), and has received the temporary occupancy certificate from the City of San Diego, if required, and a substantial completion certificate from the architect for the occupancy of the Suite 160 Exp. and Suite 210 Exp. Notwithstanding the foregoing, if the date of actual Term Commencement Date for Suites 160 Exp. and Suite 210 Exp., is delayed beyond the Estimated Term Commencement Date due solely to the failure of Tenant or Tenant's architect to timely review and approve the Construction Drawings (as defined in the Work Letter) and/or review, approve and/or deliver any item in the Work Letter including, but not limited to, Tenant's submittal to Landlord of the Space Plan by the dates provided in Section 2.1.14 above, then the actual Term Commencement Date for Suites 160 Exp. and Suite 210 Exp., will remain as set forth in Section 2.1.7 (a). 4.2 Except as otherwise expressly provided herein, the actual Term Commencement Date with respect to each Suite shall be the later of the Estimated Term Commencement Date as set forth in Section 2.1.7 (a) with respect to such Suite and the day Landlord tenders possession of said Suite to Tenant substantially in the condition required above and has received a temporary certificate of occupancy from the appropriate governmental authorities, if required, for the legal occupancy of such Suite. Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the actual Term Commencement Date for each Suite when such is established, and shall attach it to this Lease as Exhibit "F". However, failure to execute and deliver such acknowledgment shall not affect Landlord or Tenant's liability hereunder. The Term Expiration Date shall remain as set forth in Section 2.1.7 (b) regardless of the actual Term Commencement Date. 4.3 In the event that Landlord allows Tenant to enter upon the Demised Premises prior to the Term Commencement Date for the purpose of installing improvements or the placement of personal property, with Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance coverages required of Tenant under the light laboratory base Building improvements described provisions of Article 21 are in Exhibit B-2 (effect, and such entry shall be subject to all the “Landlord’s Work”) Substantially Complete terms and conditions of this Lease other than the payment of Basic Annual Rent or Additional Rent (as defined below). 4.4 The Parties hereby acknowledge that as of the date of this Lease, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇ ▇▇▇ are leased by Landlord to third parties and that the term of said leases do not expire until December 18, 1997. Tenant agrees that in Following the event date hereof until December 31, 1996, Landlord shall use its best efforts to cause said third party tenants to terminate their respective leases with Landlord and vacate such Landlord’s Work is not Substantially Complete on or before portions of the Estimated Term Commencement Date for any reasonBuilding prior to the current expiration dates thereof so as to allow Landlord to tender possession of said premises to Tenant, then (a) this Lease shall not be void or voidableprovided, (b) however, Landlord shall not be liable required to expend any sums, engage in any litigation or incur any liabilities in connection with such efforts. After Landlord having given Tenant ten (10) days prior written notice that all of the following have occurred: the expiration or sooner termination of said leases and the tender of possession of each such Suite to Tenant for any loss or damage resulting therefromin substantially the condition set forth in Section 4.1 above, and Landlord's receipt of a temporary certificate of occupancy, if required, from the appropriate governmental authorities for the legal occupancy of the Suite, such Suite shall be included in and become a part of the Demised Premises on all of the terms and conditions of this Lease. 4.5 Tenant acknowledges that Landlord shall be performing remodeling work in the Building (cincluding portions thereof which are or may become part of the Demised Premises) during the term of the Lease in connection with the tenant improvements to be constructed in Suite 160 Exp. and Suite 210 Exp. Tenant hereby agrees to allow Landlord to enter onto ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇ ▇▇▇▇ and other areas of the Demised Premises on reasonable notice to Tenant to perform such work. Tenant also agrees to allow Landlord to place plywood or attach other demising or protective structures to the glass wall frame of Suite 210 during the remodeling of Suite 160 Exp. and Suite 210 Exp. to isolate Tenant from such remodel work. In the event Landlord requires a portion of the Demised Premises for a temporary staging area to construct the Building and tenant improvements at Suite 160 Exp. and/or Suite 210 Exp., Tenant agrees to surrender to Landlord such premises until such staging area is no longer required by Landlord and the Rent Commencement Date for such area shall be extended accordinglyabated during the period of time Landlord occupies such premises. The term “Substantially Complete” Except as expressly permitted herein, Tenant shall not be entitled to any abatement of Rent by reason of Landlord's remodeling or “Substantial Completion” in relation to Landlord’s Work means that other construction activities at the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicableBuilding. Notwithstanding anything the foregoing, any such entry into the Demised Premises by Landlord and Landlord's agents shall comply with all reasonable security measures of Tenant and shall not impair Tenant's operations more than reasonably necessary. 4.6 Landlord shall cause to be constructed the initial tenant improvements in this Lease Suite 160 Exp. and Suite 210 Exp., (including "Tenant Improvements") pursuant to the Work Letter attached hereto as Exhibit B "B" at a cost to Landlord not to exceed Four Hundred Seventy Thousand Three Hundred Dollars ($470,300.00) ("Tenant Improvement Allowance") which shall include the “cost of demolition, construction, project management by Landlord (which fee shall not exceed Three percent (3%) of the total cost of the Tenant Improvements), cost of space planning, architect, engineering and other related services, building permits and other planning and inspection fees. Tenant hereby acknowledges that Landlord, at its expense, has retrofitted to Tenant's satisfaction, the existing heating, ventilation and air conditioning system at Suite 290 such that the laboratory portions of Suite 290 are serviced by a ducted exhaust system. ("HVAC Ducting"). Tenant further acknowledges that Landlord, at its expense, has demolished to Tenant's satisfaction, certain interior walls and partitions in Suite 280 identified on Exhibit "H" attached hereto ("Demolition Work"). The cost of the HVAC Ducting and Demolition Work Letter”shall not be chargeable against the Tenant Improvement Allowance. Any costs incurred in performing the work described in the Work Letter in excess of the Tenant Improvement Allowance shall be borne solely by Tenant. If the total budgeted cost of the Tenant Improvements (as described in Exhibit "C" attached hereto) exceed Four Hundred Seventy Thousand Three Hundred Dollars ($470,300.00)) , then the overage shall be paid by Tenant to Landlord prior to the contrarycommencement of the construction of the Tenant Improvements. Any portion of Tenant Improvement Allowance not expended on the Demised Premises may be utilized by Tenant to improve Tenant's Sublease Space or other Suites, (y) subject to Landlord’s 's review and approval of the character, quality and cost of the proposed improvements and compliance with all legal requirements. Tenant shall not be entitled to use any portion of the Tenant Improvement Allowance on personal property improvements, trade fixtures or other equipment without the prior express written approval of Landlord which it may withheld in its sole discretion. Tenant shall have until June 30, 1998 to expend the unused portion of the Tenant Improvement Allowance, after which date Landlord's obligation to timely achieve Substantial Completion fund such costs shall expire. 4.7 Landlord shall provide Tenant with a signage allowance ("Signage Allowance") of $10,000.00 to be used solely for designing and constructing a monument sign to be placed on North ▇▇▇▇▇▇ ▇▇▇▇▇ Road. The signage shall be subject to extension on a day-for-day basis Landlords review and approval as a result to location, design, size and construction material and may include, at Landlord's option, the names of Force Majeure (as defined below) other tenants at the Building. The signage shall be subject to the ordinances and permitting requirements of the City of San Diego and the rules and regulations of the association within which the Building is located. Any portion of the Signage Allowance not expended shall remain Landlord's funds. 4.8 Landlord shall elect the architect, engineer, general contractor and major subcontractors who will be engaged in connection with the construction of the Tenant Improvements subject to Tenant's approval which shall not be unreasonably withheld or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and delayed. Landlord fails to deliver the Premises to shall provide Tenant with Landlord’s Work Substantially Complete copies of the draw requests from the construction loan or such other documentation reasonably required by Tenant to monitor expenditure of the Tenant Improvement Allowance. A detailed budget for the construction of the Tenant Improvements, prepared by Landlord and approved by Tenant, is to be attached hereto as Exhibit C (the "Budget"). Landlord shall not, without Tenant's prior written consent, incur any costs in connection with the construction of the Tenant Improvements that (i) on would cause any line item in the Budget to exceed by more than ten percent (10%) or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before would cause the date that is ninety total cost of the Tenant Improvements to exceed the total cost set forth in the Budget by more than ten percent (9010%). The Tenant Improvements, HVAC Ducting Work and Demolition Work shall be constructed in accordance with all applicable laws, in a good and workmanlike manner, free of defects and using new materials and equipment of good quality. Within thirty (30) days after of the Estimated Commencement Date (issuance of the “Abatement Increase Deadline”)final certificate of occupancy, Base Rent Tenant shall have the right to submit a written "punch list" to Landlord, setting forth any defective item of construction, and Landlord shall promptly cause such items to be corrected. Landlord also hereby assigns to Tenant, to the extent assignable and on a non-exclusive basis, all warranties with respect to the Demised Premises, including warranties which would reduce Tenant's maintenance obligations under this Lease, and shall cooperate with Tenant to enforce all such warranties. 4.9 Any unresolved dispute concerning the Tenant Improvements shall be abated two (2) days for each day after submitted to binding arbitration under the Abatement Increase Deadline that Landlord fails to deliver commercial rules of the Premises with Landlord’s Work Substantially CompleteAmerican Arbitration Association in San Diego, California.

Possession and Commencement Date. 4.14.1 The “Commencement Date” shall be the date on which Landlord delivers possession of the Premises to Tenant. Tenant shall be permitted to access the Premises after the Effective Date and prior to the Commencement Date, with a representative of Landlord, to view the Premises for purposes of planning and preparation for the Tenant Improvements; provided that, (i) in the event Landlord shall use commercially reasonable efforts to tender delivers possession of the Premises to Tenant on prior to Tenant exercising its right under this sentence, this sentence shall not be construed to delay the Estimated Term Commencement Date, (ii) Tenant shall have complied with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) requirements of Section 4.5 of this Lease shall not be void or voidable, (b) Landlord shall not be liable prior to Tenant for any loss or damage resulting therefromsuch early entry, and (ciii) Tenant shall not, under any circumstances, be permitted to begin the Rent Tenant Improvements or any other construction prior to the Commencement Date, except as otherwise agreed by Landlord in writing. Upon request by Landlord and delivery to Tenant of an unexecuted, but completed, copy of the form attached hereto as Exhibit C, Tenant shall execute and deliver to Landlord written acknowledgment of the actual Commencement Date and the Term Expiration Date within fifteen (15) days after such request. Failure to do so, or failure by Tenant to obtain validation by the Food and Drug Administration, any medical review board, health department or other similar governmental licensing necessary for the operation of the Premises for the Permitted Use by Tenant, shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” not serve to extend the Commencement Date. 4.2 Tenant shall cause the work described in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to be constructed in the contraryPremises pursuant to the Work Letter (the “Tenant Improvements”) at a cost to Landlord not to exceed the TI Allowance. Tenant has retained ▇▇▇▇▇ River Electric, Inc. (“JE”) to advise Tenant with respect to the design and construction of the Tenant Improvements and to manage the completion thereof. The TI Allowance may be applied to the costs of (m) construction, (n) Landlord’s Project Management Fee, (o) commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Tenant, including, without limitation, JE, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Landlord, (p) test fit plan(s), space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (q) building permits and other taxes, fees, charges and levies by Governmental Authorities for permits or for inspections of the Tenant Improvements, (r) costs of builders risk and other insurance and bonds required in connection with the construction of the Tenant Improvements, and (s) costs and expenses for labor, material, equipment and fixtures, whether or not such costs are incurred prior to the Effective Date (the “Total Construction Costs”). In no event shall the TI Allowance be used for (u) the cost of work that is not authorized by the Approved Plans (defined below) or otherwise approved in writing by Landlord, (v) payment of moving expenses, (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, information technology equipment, audio-visual equipment, personal property or other non-building system equipment, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result costs resulting from any default by Tenant of Force Majeure (as defined below) its obligations under this Lease or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”tortfeasors), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Complete.

Possession and Commencement Date. 4.1. Tenant acknowledges that Tenant’s affiliate eBioscience, Inc., a California corporation (“eBio”) and Landlord are parties to that certain Lease Agreement, dated April 27, 2009 (as the same may have been amended, assigned, amended and restated, supplemented or otherwise modified from time to time, the “Prior Lease”), whereby eBio leases the Project from Landlord pursuant to the terms and conditions set forth therein. eBio subsequently assigned the Prior Lease to Sequenom, Inc. (the “Current Occupant”), pursuant to that certain Assignment and Assumption of Lease, dated January 11, 2013, by and between eBio and the Current Occupant (the “Assignment”). The term of the Prior Lease is currently scheduled to expire prior to the Estimated Term Commencement Date. Subject to any holdover by the Current Occupant and the surrender of the Premises by the Current Occupant in accordance with the terms and conditions set forth in the Prior Lease and Assignment, Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work Landlord is not Substantially Complete unable to deliver possession of the Premises on or before the Estimated Term Commencement Date for any reasonreason (including as a result of any holdover by the Current Occupant or failure by the Current Occupant to surrender the Premises to Landlord in accordance with all of the terms and conditions of the Prior Lease), then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Term Expiration Date shall be extended accordinglyaccordingly and (d) Tenant shall not be responsible for the payment of any Base Rent or Tenant’s Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in Section 4.2 occurs. The For purposes of this Lease and the Work Letter, the term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Tenant Improvements are substantially complete in accordance with the Approved Plans (as defined in the Work is substantially complete, as reasonably determined by Landlord’s architectLetter), except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure Punchlist Items (as defined belowin the Work Letter) or a Tenant Delay (as defined below) and (z) if there which Landlord has been no Force Majeure or Tenant Delay and Landlord fails agreed to deliver complete in accordance with the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially CompleteLetter.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts to tender deliver possession of the Premises to Tenant in the condition described in Section 5 (the “Delivery Condition”) on the Estimated Term Commencement Date. If, with despite such commercially reasonable efforts, Landlord is unable to deliver possession of the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Premises to Tenant agrees that in the event such Landlord’s Work is not Substantially Complete Delivery Condition on or before the Estimated Term Commencement Date for any reason, then the Term Commencement Date shall be extended until such date that Landlord delivers possession of the Premises to Tenant in the Delivery Condition, and any such extension of the Term Commencement Date shall result in a corresponding day-for-day extension of the Rent Commencement Date specified herein. If the Term Commencement Date is so extended for more than thirty (30) days (the “Initial Term Commencement Extension Period”), the Term Commencement Date and Rent Commencement Date shall continue to be extended as provided above, provided, however, that (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date shall be extended accordinglyby one and one-half (1.5) days for each additional day that the Term Commencement Date is extended beyond the Initial Term Commencement Extension Period and (b) notwithstanding anything set forth in Section 3 to the contrary, the Term Expiration Date shall not be extended in conjunction with extensions of the Rent Commencement Date beyond an initial period of up to thirty (30) days that corresponds to the Initial Term Commencement Extension Period. The term “Substantially Complete” Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and the Term Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the form attached as Exhibit C hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or “Substantial Completion” in relation to Landlord’s Work means or Tenant’s liability hereunder. 4.2. Tenant shall cause the work that Tenant elects to perform to the Landlord’s Work is substantially completeinterior of the Premises (excluding any Base Building Improvements (as defined below), as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter “Premises Improvements”) pursuant to the agreement attached hereto as Exhibit B D (the “Work Letter”) to be constructed at a cost to Landlord not to exceed Forty-One Million Three Hundred Four Thousand Two Hundred and 00/100 Dollars ($41,304,200.00) (based upon One Hundred Forty and 00/100 Dollars ($140.00) per square foot of Rentable Area (as defined below)) (the “Premises Allowance”), and Tenant shall cause the base building improvements that Tenant elects to complete with respect to the contrarybuilding systems and the atrium pursuant to the Work Letter (the “Base Building Improvements”) to be constructed at a cost to Landlord not to exceed Fourteen Million Seven Hundred Fifty One Thousand Five Hundred and 00/100 Dollars ($14,751,500.00) (based upon Fifty and 00/100 Dollars ($50.00) per square foot of Rentable Area (as defined below)) (the “Base Building Allowance”) (the Base Building Improvements and the Premises Improvements are referred to collectively herein as the “Tenant Improvements,” and the Premises Allowance together with the Base Building Allowance shall be referred to herein as the “TI Allowance”). The TI Allowance may be applied to the costs of (k) Tenant’s space planning, architectural, engineering, and project management fees by third parties unaffiliated with Tenant, (yl) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure construction, (m) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for permits or a for inspections of the Tenant Delay Improvements, and (n) costs and expenses for labor, material, building equipment and building fixtures. In no event shall the TI Allowance be used for (v) the cost of work that is not authorized by the Approved Plans (as defined belowin the Work Letter) and or otherwise approved in writing by Landlord, (w) payments to Tenant or any affiliates of Tenant, (x) the purchase of any furniture, personal property or other non-building system equipment, (y) costs resulting from any default by Tenant of its obligations under this Lease or (z) if there has been no Force Majeure costs that are recoverable by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). Notwithstanding the foregoing to the contrary, Tenant Delay and Landlord fails may apply up to deliver ten percent (10%) of the Premises Allowance (but not the Base Building Allowance) toward the costs of Tenant’s relocation expenses, data/telecom cabling, and the costs of Tenant’s furniture, fixtures and equipment installation related to the Premises Improvements (but not the Base Building Improvements). In addition to the TI Allowance, Landlord shall provide Tenant with Landlord’s Work Substantially Complete a “test fit” allowance of up to ten cents (i$0.10) on or before per square foot of Rentable Area of the Premises (i.e., a maximum of $29,503.00), which test fit allowance shall be used solely to reimburse Tenant for any expenses incurred in connection with the preparation of “test fit” plans and drawings in connection with the preparation of the Approved Plans. 4.3. Tenant shall have until the date that is forty-five nine (459) days months after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase TI Deadline”)) to expend the unused portion of the TI Allowance, Base Rent after which date Landlord’s obligation to fund such costs shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver expire. 4.4. Any unused portion of the Premises with Landlord’s Work Substantially CompleteAllowance may be applied to the cost of Base Building Improvements prior to the TI Deadline; provided, however, that in no event shall any unused Base Building Allowance be applied to the cost of the Premises Improvements, nor shall any unused portion of the TI Allowance entitle Tenant to a credit against Rent payable under this Lease.

Possession and Commencement Date. 4.1. 4.1 Landlord shall deliver possession of Premises A to Tenant on the Execution Date. 4.2 Landlord shall use commercially reasonable efforts to tender possession of the Premises B to Tenant on the Estimated Term Commencement Delivery Date, subject to Force Majeure and delays caused by Tenant or its contractors or agents, with the light laboratory base Building improvements described in Exhibit B-2 work (the “Landlord’s WorkTenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B-1 (the “Work Letter”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work work is not Substantially Complete on or before the Estimated Term Commencement Delivery Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) Tenant shall not be responsible for the payment of any Base Rent Commencement or Tenant’s Share of Operating Expenses (as defined below) with respect to Premises B until the actual Delivery Date occurs. If the Tenant Improvements are not Substantially Complete by the date that is six (6) months after the Execution Date (the “Outside Delivery Date”) and such delay was not caused by Tenant or its contractors and agents (including, without limitation, Tenant’s failure to approve the schematic and construction plans in accordance with the schedule set forth in the Work Letter), then Tenant may terminate this Lease upon written notice to Landlord within ten (10) business days following the Outside Delivery Date. Tenant’s failure to deliver such termination notice within the aforementioned ten (10) business day period shall be extended accordinglydeemed a waiver by Tenant of its right to terminate this Lease in accordance with the terms of this Section 4.2. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Tenant Improvements are substantially complete in accordance with the Work is substantially complete, as reasonably determined by Landlord’s architectLetter, except for minor punch list items, items as applicable. evidenced by a certificate of substantial completion executed by Landlord’s architect and a temporary certificate of occupancy for Premises B. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Complete.

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially reasonable efforts endeavor to tender possession of the Premises to Tenant as soon as reasonably possible after the Effective Date, but in any event on or before April 1, 1999 (the Estimated Term "Target Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below"). Landlord shall have no obligation to make any improvements in, or to perform any work to, the Premises, and Tenant agrees that shall accept the Premises in "as-is" condition. The provisions of the event such Landlord’s Work is immediately preceding sentence shall not Substantially Complete relieve Landlord of its obligations set forth in Section 18.2 hereof. Tenant agrees, if Landlord fails to so tender possession of the Premises on or before the Estimated Term Target Commencement Date for any reasonDate, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefromthere from, and this Lease shall not be void or voidable except as specifically provided in this Section 4.1. If Landlord has not so tendered possession of the Premises by the Target Commencement Date, then either Landlord or Tenant may, by written notice to the other, elect to terminate this Lease. If this Lease is terminated pursuant to this Section 4.1, the Security Deposit shall be returned to Tenant and neither Landlord nor Tenant shall have any further rights, duties or obligations under this Lease, except with respect to provisions which, by their terms, survive termination of this Lease. 4.2 The Commencement date shall be October 21, 1998. 4.3 Landlord shall permit Tenant to enter the Premises prior to the Commencement Date for purposes of developing plans and specifications for improvements to be made by Tenant to the Premises, provided, that (i) Tenant complies with any requirements imposed by Landlord regarding such entry, (ii) Tenant shall furnish to Landlord evidence satisfactory to Landlord that insurance overages required of Tenant under the provisions of Article 21 are in effect, and (ciii) the Rent Commencement Date shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” Tenant acknowledges in relation to Landlord’s Work means writing that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B (the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion such entry shall be subject to extension on a day-for-day basis as a result all the terms and conditions of Force Majeure (as defined below) or a Tenant Delay (as defined below) this Lease other than the payment of Basic Rent and (z) if there has been no Force Majeure or Tenant Delay and Improvement Rent. 4.4 Landlord fails shall be permitted to deliver access areas of the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before necessary for utilities, services, safety, repair and operation of the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially CompleteBuilding.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts tender possession of the Demised Premises and the Land to Tenant on or before the Target Term Commencement Date (as the same is extended due to Tenant-Caused Delays or Force-Majeure Delays) with Landlord's Work Substantially Completed. 4.2. The Term Commencement Date shall be the date which is three (3) Business Days after the Substantial Completion of Landlord's Work, provided that in the event Landlord intends to deliver the Demised Premises with Landlord's Work Substantially Complete on any date other than the Target Term Commencement Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays), Landlord shall deliver to Tenant written notice of such other delivery date no less than forty-five (45) days prior to such other delivery date. Landlord and Tenant shall each execute and deliver to the other written acknowledgment in the form attached hereto as Exhibit "D" of the Term Commencement Date and the Term Expiration Date when the same are established; provided, however, the failure to execute and deliver such acknowledgment shall not affect Landlord's or Tenant's rights or liabilities hereunder. 4.3. Tenant agrees that, in the event Landlord fails to tender possession of the Demised Premises to Tenant and the Land on or before the Estimated Target Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided below in Section 4.4. In such event, however, Tenant shall not be liable for Annual Base Rent, Improvement Rent or Operating Expenses until the Term Commencement Date. In the event the Term Commencement Date is delayed beyond the Target Term Commencement Date (cas extended due to Tenant-Caused Delays or Force-Majeure Delays), Tenant shall receive one (1) day of abatement of Annual Base Rent for every day the Term Commencement Date is delayed beyond the Target Term Commencement Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays) up to and including 8 the date (the "First Delayed Delivery Date") which is thirty (30) days after the Target Term Commencement Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays). In the event the Term Commencement Date is delayed beyond the First Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays), Tenant shall receive three (3) days of abatement of the Annual Base Rent for every day the Term Commencement Date is delayed beyond the First Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays) up to and including the date (the "Second Delayed Delivery Date") which is thirty (30) days after the First Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays). 4.4. In the event the Term Commencement Date is delayed beyond the Second Delayed Delivery Date (as extended due to Tenant-Caused Delays or Force-Majeure Delays), Tenant shall have the right (time being of the essence) to terminate this Lease exercisable only prior to the earlier to occur of (A) the Rent date which is fifteen (15) days after the Second Delayed Delivery Date (as extended due to Tenant-Caused Delays and Force-Majeure Delays), and (B) the Term Commencement Date Date, by giving Landlord five (5) days written notice of Tenant's election to terminate the Lease. In the event Tenant so terminates this Lease, (i) as of the effective date of such termination this Lease shall be extended accordinglyof no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Lease, and (ii) Landlord shall, within ninety (90) days following the effective date of such termination, pay to Tenant the total amount of Annual Base Rent that would have been abated through the effective date of such termination had the Lease not been terminated (which obligation shall survive such termination). The term “Substantially Complete” or “Substantial Completion” In the event that Tenant fails to timely terminate this Lease (time being of the essence), this Lease will continue in relation full force and effect, no additional amounts of Rent will be abated and Tenant will have no further rights to Landlord’s Work means that terminate this Lease due to any delays in the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicableTerm Commencement Date. Notwithstanding anything to the contrary set forth herein, in the event the Term Commencement Date has not occurred on or before December 31, 2000, this Lease (including shall terminate and be of no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the Work Letter attached hereto as Exhibit B (termination of this Lease 4.5. In the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and event that Landlord fails to deliver acquire title to the Premises Project (as evidenced by the unconditional delivery of a deed to the Project) by May 5, 1998, Tenant with Landlord’s Work Substantially Complete shall have the right to terminate this Lease at any time on or before June 5, 1998, by giving Landlord fifteen (i15) days written notice of Tenant's election to terminate the Lease, and, as of the effective date of such termination, this Lease shall be of no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Lease. 4.6. In the event that any of the events (each, a "Milestone Event") set forth on Schedule 1 attached hereto have not occurred on or before the date that is forty(each, a "Milestone Date") set forth on Schedule 1 for each respective Milestone Event (as the same may be extended due 9 to Tenant-Caused Delays and Force-Majeure Delays), Tenant shall have the right to terminate this Lease by delivering to Landlord no later than five (455) days after the Estimated Term Commencement Dateapplicable Milestone Date (as the same may be extended due to Tenant-Caused Delays and Force-Majeure Delays) written notice of Tenant's election to terminate this Lease, Base Rent which termination shall be abated one effective ten (110) days after delivery of such notice by Tenant unless, within such ten (10) day for each day after period, the Estimated applicable Milestone Event occurs, in which event Tenant's termination election shall be of no force or effect and this Lease shall continue in full force and effect. Upon the effective date of any termination pursuant to this Section 4.6, this Lease shall be of no further force or effect and neither party shall have any further rights or obligations hereunder other than pursuant to any provision hereof which expressly survives the termination of this Lease. 4.7. Landlord shall allow Tenant to enter upon the Demised Premises at any time during normal business hours prior to the Term Commencement Date for the purpose of performing Tenant's Work or to install any furnishings, fixtures or equipment of Tenant, provided such entry does not unreasonably interfere with the performance by Landlord of Landlord's Work and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises shall have no liability to Tenant with Landlord’s Work Substantially Complete for any damage to Tenant's furnishings, fixtures or equipment. Such entry shall be subject to all the terms and conditions of this Lease other than the payment of Annual Base Rent, Improvement Rent or Operating Expenses. 4.8. Subject to all terms of this Lease, Tenant shall have access to and full use of the Demised Premises and, subject to applicable law and Force-Majeure, access to and use of the portions of the Land necessary for use of the Demised Premises and parking as provided herein, twenty-four (ii24) on or before the date that is ninety hours a day, seven (907) days after a week during the Estimated Commencement Date Term. 4.9. Access to and possession of areas necessary for utilities, services, safety and operation of the Project are reserved to Landlord. 4.10. Landlord shall cause to be constructed the Tenant Improvements pursuant to the Work Letter at a cost to Landlord not to exceed the Tenant Improvement Allowance, which shall include the cost of construction, project management by Landlord (which fee shall not exceed two and one-half percent (2.5%) of each $10.00 per square foot increment of the “Abatement Increase Deadline”Tenant Improvement Allowance, or portion thereof, in excess of $25.00 per square foot of Rentable Area), Base Rent cost of space planning, architect, engineering and other related services, building permits, and other planning and inspection fees. Tenant shall be abated two (2) days for each day after have the Abatement Increase Deadline right, upon written notice to Landlord and provided that no Default, or event which with the giving of notice or the passage of time, or both, would constitute an Default, has occurred and is continuing, to increase the amount of the Tenant Improvement Allowance up to a maximum of $125.00 per square foot of Rentable Area. If Landlord fails reasonably determines at any time that the total cost of the Tenant Improvements will exceed the available Tenant Improvement Allowance, then Tenant shall immediately, and as a condition to deliver Landlord's obligation to expend or disburse any portion of the Premises with Tenant Improvement Allowance, deposit in an escrow account, under terms reasonably acceptable to Landlord’s Work Substantially Complete., an amount sufficient to pay such

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on or before the Estimated Outside Anticipated Term Commencement Date. 4.2 Landlord and Tenant shall execute a written acknowledgment of the Term Commencement Date and the Term Expiration Date when such is established, in substantially the form attached hereto as Exhibit C. 4.3 Landlord hereby consents to Tenant’s early entry into the Third Floor Premises on or after the full execution and delivery of this Lease by Landlord and Tenant (“Early Entry Period”) for the purpose of installing telecommunications cablings, furniture, fixtures and equipment as more particularly set forth in Section 6.1 of the Tenant Work Letter, or for the conduct of the Permitted Use for such Third Floor Premises as more particularly set forth in Section 10.1, below. During any period Tenant is in the Premises prior to the Term Commencement Date, Tenant will comply with and observe all laws, safety rules and procedures, and comply with, and be bound by, all terms and conditions of this Lease other than payment of Rent. 4.4 Landlord acknowledges that (i) the light laboratory base Building improvements described in Exhibit B-2 occupant of the Premises immediately prior to Tenant, ▇▇▇▇▇▇ ▇▇▇▇▇ Therapeutics (the “Landlord’s WorkPrior Occupant”) Substantially Complete ), utilized Hazardous Material (as defined in Section 33.5 below). Tenant agrees that ) in the event such LandlordPremises; (ii) Prior Occupant has completed its required cleanup and decommissioning of the Premises prior to Tenant’s Work is not Substantially Complete on or before entry into the Estimated Term Commencement Date for any reason, then (a) Premises pursuant to this Lease shall not be void or voidableLease, (biii) Landlord shall not be liable copies of applicable documentation relating to Tenant for any loss or damage resulting therefromsuch clean-up and decommissioning have been provided to Tenant, and (civ) the Rent Commencement Date shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in notwithstanding any provision of this Lease (including including, but not limited to, the Work Letter attached hereto as Exhibit B (the “Tenant Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after the Estimated Term Commencement Date, Base Rent shall be abated one (1) day for each day after the Estimated Term Commencement Date and before the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days Tenant is not liable or responsible for each day after anything related to or caused by Prior Occupant’s use of the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially CompletePremises.

Possession and Commencement Date. 4.1. Landlord shall use commercially reasonable efforts endeavor to tender possession of the Demised Premises to Tenant on or before one hundred eighty (180) days from the Estimated date this Lease is executed by both parties (the "Target Term Commencement Date") with Landlord's Work (as defined in Exhibit "B" attached hereto (the "Work Letter"), and Tenant's Improvement Work (as defined in the Work Letter) Substantially Completed (as such in the Work Letter). Tenant agrees that, in the event Landlord fails to tender possession of the Demised Premises with Landlord's Work and Tenant's Improvement Work Substantially Completed on or before the Target Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter attached hereto shall not be void or voidable except as Exhibit B (the “Work Letter”)) to the contraryprovided below this Section 4.1. In such event, (y) Landlord’s obligation to timely achieve Substantial Completion however, Tenant shall not be subject to extension on a day-for-day basis as a result of Force Majeure liable for any Basic Annual Rent or Operating Expenses (as defined below) or a Tenant Delay (as defined until the Term Commencement Date set forth in Section 4.2 below) and (z) if there . In the event Landlord has been no Force Majeure or Tenant Delay and Landlord fails to deliver not tendered possession of the Demised Premises to Tenant with Landlord’s 's Work and Tenant Improvement Work Substantially Complete (i) Completed on or before the date that which is fortysix (6) months after the Target Term Commencement Date (as extended for Tenant-five Caused Delays and Force-Majeure Delays), then either Landlord or Tenant may, by written notice to the other delivered within ten (4510) days after thereafter, elect to terminate this Lease. In the Estimated event this Lease is terminated pursuant to this Section 4.1, the Security Deposit shall be returned to Tenant and Landlord shall pay to Tenant, the Tenant's out-of-pocket costs incurred in connection with entering into this Lease and designing and constructing the Tenant Improvements. Landlord shall make such payment within thirty (30) days following receipt by Landlord of Tenant's notice of Tenant's election to terminate this Lease. Upon such payment, neither Landlord nor Tenant shall have any further duties or obligation under this Lease, except with respect to provisions which, by their terms, survive a termination of the Lease. 4.2. The "Term Commencement Date, Base Rent " shall be abated one the earlier of (1i) day for each day after the Estimated Term Commencement Date and before date Landlord tenders possession of the Abatement Increase Deadline (as defined below) that Landlord fails to deliver the Demised Premises to Tenant with Landlord’s 's Work and Tenant's Improvement Work Substantially Complete and Completed; (ii) on or before the date that Tenant opens for business in the Demised Premises or any part thereof; (iii) the date of issuance of a certificate of occupancy (either permanent or temporary) for the Demised Premises by the [City of San Diego Building Department or such other municipal agency having jurisdiction over the Demised Premises]; (iv) the date Landlord would have tendered possession of the Demised Premises to Tenant with Landlord's Work and Tenant's Improvement Work Substantially Completed, but for any Tenant-Caused Delays; or (v) such earlier date as is ninety provided in the Work Letter. In no such event however, shall the Lease Aid Association for Lutherans and Trega Biosciences, Inc. September 24, 1997 Term Commencement Date occur later than two hundred twenty five (90225) days after from the Estimated date this Lease is executed by both parties (as extended for Landlord-Caused Delays and Force-Majeure Delays). Landlord and Tenant shall each execute and deliver to the other written acknowledgment of the Term Commencement Date and the Term Expiration Date when such is established and shall attach the acknowledgment to this Lease as part of Exhibit "E"; however, failure to execute and deliver such acknowledgment shall not affect Landlord's or Tenant's rights or liabilities hereunder. 4.3. Landlord shall allow Tenant to enter upon the Demised Premises prior to the Term Commencement Date for the purpose of performing Tenant's Work (as defined in the “Abatement Increase Deadline”), Base Rent Work Letter) provided such entry does not unreasonably interfere with the performance by Landlord of Landlord's Work or Tenant's Improvement Work. Such entry shall not advance the Term Commencement Date but shall be abated two (2) days for each day after subject to all the Abatement Increase Deadline that Landlord fails to deliver terms and conditions of this Lease other than the Premises with Landlord’s Work Substantially Completepayment of Basic Annual Rent or Operating Expense.

Possession and Commencement Date. 4.1. Landlord shall, at Landlord’s sole cost and expense, complete the work listed on Exhibit D attached hereto (the “Landlord Work”). Promptly following the Execution Date, Landlord shall use commercially reasonable efforts commence the items of the Landlord Work identified on Exhibit D as the “Pre- Delivery Landlord Work” and shall diligently prosecute the Pre-Delivery Landlord Work to tender possession completion. Upon completion of the Pre-Delivery Landlord Work (a) Landlord shall deliver the Premises to Tenant on for Tenant’s construction of the Estimated Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete Tenant Improvements (as defined below), and (b) Tenant shall have full access to the Premises to construct the Tenant Improvements (subject to the terms, conditions and provisions of this Lease and the Work Letter). Landlord and Tenant agrees will cooperate with one another as required to allow (i) Landlord to complete the Post-Delivery Landlord Work (as defined in Exhibit D) in accordance with Landlord’s plans and schedule for the completion of such work (and Tenant will ensure that in Tenant’s construction of the Tenant Improvements does not interfere with the completion of the Post-Delivery Landlord Work) and (ii) Tenant to construct the Tenant Improvements (and Landlord will ensure that Landlord’s construction of the Post-Delivery Landlord Work does not interfere with the completion of the Tenant Improvements). In the event such of a conflict in accordance with the foregoing which cannot be resolved through agreement of the parties, Landlord’s completion of the Post-Delivery Landlord Work is not Substantially Complete on or before will have priority. 4.2. The “Term Commencement Date” shall be the earlier of (a) the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, and (b) the first day Tenant commences business operations in any portion of the Premises; provided, however, if Landlord shall not be liable fails to Tenant for any loss or damage resulting therefromcomplete the Pre-Delivery Landlord Work by February 28, and (c) the Rent Commencement Date shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including the Work Letter attached hereto as Exhibit B 2017 (the “Pre-Delivery Landlord Work LetterTarget Date”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall which Pre- Delivery Landlord Work Target Date will be subject to extension extended on a day-for-day basis as a result by the number of days of delay caused by Force Majeure or delays caused by Tenant or any Tenant Party (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that is forty-five (45) days after in Section 21.1)), then the Estimated Term Commencement Date, Base Rent Date shall be abated extended on a day-for-day basis for each day thereafter that the Pre-Delivery Landlord Work is not complete. If Landlord fails to complete the Pre-Delivery Landlord Work by May 1, 2017 (the “Pre- Delivery Landlord Work Outside Date”) (which Pre-Delivery Landlord Work Outside Date will be extended on a day-for-day basis by the number of days of delay caused by Force Majeure or delays caused by Tenant or any Tenant Party (as defined in Section 21.1)), then Tenant shall be entitled to receive one (1) day of Rent abatement for each day after thereafter that the Estimated Pre-Delivery Landlord Work is not complete, and such abatement shall be applied toward Tenant’s first required payment(s) of Rent during the Term. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and before the Abatement Increase Deadline Term Expiration Date within ten (as defined below) that Landlord fails to deliver the Premises to Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (9010) days after Tenant takes occupancy of the Estimated Commencement Date (Premises, in the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days for each day after the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially Complete.form attached as

Possession and Commencement Date. 4.1. 4.1 Landlord shall use commercially reasonable efforts to tender possession of the Demised Premises to Tenant on October 1, 1998 (the Estimated "Target ------ Term Commencement Date, with the light laboratory base Building improvements described in Exhibit B-2 (the “Landlord’s Work”) Substantially Complete (as defined below"). Tenant agrees that in the event such Landlord’s Work is not Substantially Complete Landlord fails to ---------------------- tender possession of the Demised Premises on or before the Estimated Target Term Commencement Date despite Landlord's use of commercially reasonable efforts to do so (and not as a subterfuge for any reasonavoiding this Lease), then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and (c) the Rent Commencement Date shall be extended accordingly. The term “Substantially Complete” or “Substantial Completion” in relation to Landlord’s Work means that the Landlord’s Work is substantially complete, as reasonably determined by Landlord’s architect, except for minor punch list items, as applicable. Notwithstanding anything in this Lease (including shall not be void or voidable except in the Work Letter attached hereto as Exhibit B (event that Landlord is unable, after taking commercially reasonable efforts, to tender possession of the “Work Letter”)) to the contrary, (y) Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below) or a Tenant Delay (as defined below) and (z) if there has been no Force Majeure or Tenant Delay and Landlord fails to deliver the Demised Premises to Tenant with Landlord’s Work Substantially Complete (i) on or before the date that which is forty-five one hundred twenty (45120) days after the Estimated Target Term Commencement Date, Base Rent in which case either Landlord or Tenant may elect in writing to terminate this Lease. Tenant shall promptly construct or cause to be constructed the Tenant Improvements (as hereinafter defined) in accordance with the terms and conditions of this Lease and the exhibits hereto, including, without limitation, Exhibit "B" attached hereto (the "Work Letter"). ----------- Subject to such terms and conditions, Tenant shall be abated one (1) day for each day after allowed to construct a Class 10,000 clean room on the Estimated fourth floor of the Demised Premises. Notwithstanding anything to the contrary set forth herein, Tenant shall have access to and the right to occupy the Demised Premises free of Basic Annual Rent or Additional Rent from the Term Commencement Date until the Rent Commencement Date, hereinafter defined. 4.2 The "Term Commencement Date" shall be October 1, 1998. ---------------------- 4.3 Access to and before possession of areas necessary for utilities, services, safety and operation of the Abatement Increase Deadline Building and the Project are reserved to Landlord, except to the extent otherwise expressly provided herein. When Landlord or Landlord's representatives are accessing such areas, Landlord shall use reasonable efforts to minimize any interference with Tenant's business, a representative of Tenant may accompany Landlord, and Landlord shall comply with the reasonable security requirements of Tenant. 4.4 Tenant shall cause to be constructed the tenant improvements in the Demised Premises (the "Tenant Improvements") pursuant to the Work Letter at a ------------------- cost to Landlord not to exceed Three Million Five Hundred Thirty-two Thousand Three Hundred Fifty Dollars ($3,532,350.00) (based upon fifty dollars ($50.00) per square foot of Rentable Area) (the "Tenant Improvement Allowance") which ---------------------------- shall include the cost of construction, project management by Landlord (for which Additional Rent in amount not to exceed three percent (3%) of the Tenant Improvement Allowance may be charged), cost of space planning, architect, engineering and other related services, building permits and other planning and inspection fees. If Landlord reasonably determines that the total cost of the Tenant Improvements will exceed the Tenant Improvement Allowance, then Tenant shall immediately, and as defined below) a condition to Landlord's obligation to expend or disburse any portion of the Tenant Improvement Allowance, provide evidence to Landlord of the availability of funds sufficient to pay such excess costs. Tenant shall have until July 1, 2000 to expend the Tenant Improvement Allowance, after which date Landlord's obligation to fund the Tenant Improvement Allowance shall expire. Landlord shall make reasonable progress payments from the Tenant Improvement Allowance; provided, however, that Landlord fails receives full and complete lien releases as Landlord makes such payments from all general contractors and major subcontractors and major suppliers to deliver the Premises to fullest extent available at law. Tenant with Landlord’s Work Substantially Complete and (ii) on or before the date that is ninety (90) days after the Estimated Commencement Date (the “Abatement Increase Deadline”), Base Rent shall be abated two (2) days responsible in any event for each day after ensuring that the Abatement Increase Deadline that Landlord fails to deliver the Premises with Landlord’s Work Substantially CompleteTenant Improvements, when completed, are lien free.