DIRECTORS SCIENCE PARK LEASE

DIRECTORS SCIENCE PARK

LEASE

This Lease (the "Lease"), dated as of the Effective Date set forth in Section 1 of the Summary of Basic Lease Information below (the "Summary"), is made by and between HCP LIFE SCIENCE REIT, INC., a Maryland corporation ("Landlord"), and KURA ONCOLOGY, INC., a Delaware corporation ("Tenant"). The Tenant originally named in the foregoing sentence may be referred to in this Lease as the "Original Tenant."

SUMMARY OF BASIC LEASE INFORMATION

 

TERMS OF LEASE	DESCRIPTION
1. Effective Date:	January 13, 2025
2. Building; Premises; Project (Article 1).
2.1. Building:	That certain building containing approximately 165,543 rentable square feet of space ("RSF") located at ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇.
2.2. Premises:	Stipulated by the parties to be approximately 32,512 rentable square feet of space comprising the entire 5th floor of the Building, as further set forth in Exhibit A to the Lease.
2.3. Project:	The office / laboratory development, commonly referred to as Directors Science Park, and consisting of the Building, the Common Areas, other building(s) and land upon which such development is located, and any other building(s) and land from time to time reasonably designated by Landlord, provided, any such designation shall be deemed reasonable if such building(s) and land are located at Director's Place.
▇. ▇▇▇▇▇ Term (Article 2).
▇.▇. ▇▇▇▇▇ Term:	Approximately ninety-two (92) months from and after the Lease Commencement Date.
▇.▇. ▇▇▇▇▇ Commencement Date:	The earlier to occur of (i) the date upon which ▇▇▇▇▇▇ first commences to conduct business in the Premises, and (ii) October 1, 2025 (the "Outside LCD"). The Outside LCD shall be extended by the number of days of actual delay in the Substantial Completion of the Tenant Improvements to the extent such delay is a result of Landlord Caused Delays (as such terms are defined below), so long as clause (i) above does not apply.

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▇.▇. ▇▇▇▇▇ Expiration Date:	The last day of the ninety-second (92nd) full calendar month following the Lease Commencement Date.
3.4. Option Term(s):	Tenant has one (1) option (an "Extension Option") to extend the Lease Term for a period of five (5)-years (an "Option Term"), as more particularly set forth in Section 2.2 of this Lease.
4. Base Rent (Article 3):

 

Period (Lease Months)	Annual Base Rent	Monthly Installment of Base Rent	Approximate Monthly Base Rent per Rentable Square Foot*
1 – 12**	$2,204,316.00	$183,693.00	$5.65
13 – 24**	$2,270,448.00	$189,204.00	$5.82
25 – 36	$2,338,560.00	$194,880.00	$5.99
37 – 48	$2,408,712.00	$200,726.00	$6.17
49 – 60	$2,480,976.00	$206,748.00	$6.36
61 – 72	$2,555,400.00	$212,950.00	$6.55
73 – 84	$2,632,068.00	$219,339.00	$6.75
85 – 92	$2,711,028.00	$225,919.00	$6.95

 

* The amounts identified in the column entitled "Approximate Monthly Base Rent per Rentable Square Foot" are rounded amounts and are provided for informational purposes only. The amounts identified in the columns entitled "Annual Base Rent" and "Monthly Installment of Base Rent" shall control.
** Subject to the terms set forth in Section 3.2 of this Lease, the Base Rent attributable to the second (2nd) through the fourteenth (14th) month period commencing on the first (1st) day of the second (2nd) full calendar month of the Lease Term and ending on the last day of the fourteenth (14th) full calendar month of the Lease Term shall be abated.
5. Tenant Improvement Allowance (Exhibit B):	$189.50 per rentable square foot of the Premises for a total of $6,161,024.00, subject to the terms of the Tenant Work Letter attached hereto as Exhibit B.
6. Tenant's Share (Article 4):	Nineteen and 64/100 percent (19.64%).

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7. Permitted Use (Article 5):	The Premises shall be used only for general office, research and development, and/or laboratory uses, including, but not limited to, administrative offices and other lawful uses reasonably related to or incidental to such specified uses, all (i) consistent with first class life sciences projects in San Diego, California ("First Class Life Sciences Projects"), and (ii) in compliance with, and subject to, Applicable Laws (as that term is defined in Article 24) and the terms of this Lease.
▇. ▇▇▇▇▇▇▇▇ Deposit; Letter of Credit (Article 21):	Security Deposit: $285,821.00. Letter of Credit: None
9. Parking (Article 28):	During the Lease Term, Tenant shall be entitled to eighty-four (84) unreserved parking passes and six (6) reserved parking passes shall be for the use of a reserved parking space, all free of charge and, in all cases subject to the terms of Article 28 of this Lease.
10. Address of Tenant (Section 29.18):	Kura Oncology, Inc. ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attention: ▇▇▇ ▇▇▇▇▇ Email*: (Prior to Lease Commencement Date)
	and Kura Oncology, Inc. The Premises Attention: ▇▇▇ ▇▇▇▇▇ (After Lease Commencement Date)   With a Copy to:   ▇▇▇▇▇▇ LLP ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Attn: ▇▇▇▇ ▇. ▇▇▇▇▇▇, Esq.
11. Address of Landlord (Section 29.18):	See Section 29.18 of the Lease.

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▇▇. ▇▇▇▇▇▇(s) (Section 29.24):	Representing Landlord: CBRE, Inc. Representing Tenant: ▇▇▇▇▇ ▇▇▇▇ LaSalle
13. Guarantor (Section 29.34):	None.
14. Amount Due Upon Lease Execution:	$183,693.00, as first month's Base Rent $50,394.00, as first month's estimated Direct Expenses $234,087.00 Total

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Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include:

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If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. If the Project is not at least one hundred percent (100%) occupied during all or a portion of any Expense Year, Landlord shall make an appropriate adjustment to the components of Operating Expenses for such year to determine the amount of Operating Expenses that would have been incurred had the Project been one hundred percent (100%) occupied; and the amount so determined shall be deemed to have been the amount of Operating Expenses for such year. Operating Expenses shall be reduced by all cash discounts, trade discounts or quantity discounts actually received by Landlord or Landlord's managing agent in the purchase of any goods, utilities or services in connection with the prudent operation of the Project. In the calculation of any expenses hereunder, it is understood that no expense shall be charged more than once. Landlord shall use its commercially reasonable efforts in good faith to effect an equitable proration of bills for services rendered to the Project. To the extent there exists a conflict as to an expense which is specified to be included in Operating Expenses and is also specified to be excluded from Operating Expenses within the above list, the exclusions listed above shall prevail and the expenses shall be deemed excluded. Landlord shall not recover more than one hundred percent (100%) of the Operating Expenses actually incurred by Landlord.

Notwithstanding the foregoing, Controllable Expenses (as defined below) for each Expense Year (the "Applicable Expense Year"), commencing with the Expense Year following the Expense Year 2026, shall not exceed an amount determined by increasing Controllable Expenses for each prior Expense Year at the rate of five percent (5%) per year through the Applicable Expense Year on a compounded and cumulative basis. "Controllable Expenses" shall mean those Operating Expenses that are reasonably controllable by Landlord. Operating Expenses that are not reasonably controllable by Landlord shall include those Operating Expenses relating to Tax Expenses, insurance, utilities, collectively-bargained union wages and costs, property management fees, ground lease payments or assessments due under any recorded document (if applicable), janitorial, costs incurred due to an event of Force Majeure, and other weather-related costs (e.g., snow and ice removal), capital improvements and alterations and modifications to the Building required by Applicable Law or any costs incurred specifically at the request of Tenant (such as for additional or special services) and not expressly required to be incurred by Landlord pursuant to this Lease.

Landlord shall not (a) make a profit by charging items to Operating Expenses that are otherwise also charged separately (i.e., not as the equivalent to Operating Expenses under this Lease) to Tenant (or other tenants of the Project, if applicable), and (b) except for a management fee, and subject to Landlord's obligation to reconcile Operating Expenses described in this Article 4, collect Operating Expenses from Tenant (and all other tenants in the Project, if applicable) in an amount in excess of what Landlord incurs for the items included in Operating Expenses.

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Bodily Injury and Property Damage Liability	$2,000,000 each occurrence $3,000,000 annual aggregate
Personal Injury Liability	$2,000,000 each occurrence $3,000,000 annual aggregate

 

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If Landlord consents to any Transfer pursuant to the terms of this Section 14.2 (and does not exercise any recapture rights Landlord may have under Section 14.4 of this Lease), Tenant may within six (6) months after ▇▇▇▇▇▇▇▇'s consent, but not later than the expiration of said six (6)-month period, enter into such Transfer of the Premises or portion thereof, upon substantially the same terms and conditions as are set forth in the Transfer Notice furnished by Tenant to Landlord pursuant to Section 14.1 of this Lease, provided that if there are any material changes in the terms and conditions from those specified in the Transfer Notice such that Landlord would initially have been entitled to refuse its consent to such Transfer under this Section 14.2, Tenant shall again submit the Transfer to Landlord for its approval and other action under this Article 14 (including Landlord's right of recapture, if any, under Section 14.4 of this Lease). Notwithstanding anything to the contrary in this Lease, if Tenant or any proposed Transferee claims that Landlord has unreasonably withheld or delayed its consent under Section 14.2 or otherwise has breached or acted unreasonably under this Article 14, their sole remedies shall be declaratory judgment and an injunction for the relief sought without monetary damages, and Tenant hereby waives the provisions of Section 1995.310 of the California Civil Code, or any successor statute, and all other remedies, including, without limitation, any right at law or equity to terminate this Lease, on its own behalf and, to the extent permitted under all Applicable Laws, on behalf of the proposed Transferee.

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Any notices to be provided by Landlord under this Section 19.1 shall be in lieu of, and not in addition to, any notice required under Section 1161 et seq. of the Code of Civil Procedure, and may be served on Tenant in the manner allowed for service of notices under this Lease.

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The term "rent" as used in this Section 19.2 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Sections 19.2.1(i) and (ii), above, the "worth at the time of award" shall be computed by allowing interest at the Interest Rate. As used in Section 19.2.1(iii) above, the "worth at the time of award" shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus one percent (1%).

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	HCP Life Science REIT, Inc. with a copy to:
	HCP Life Science REIT, Inc. c/o Healthpeak Properties, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇: Legal Department Email*:

 

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	with a copy to:
	Healthpeak Properties, Inc. ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇: ▇▇▇▇▇ ▇▇▇▇
	and
	▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇ LLP 2010 ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇.

 

*The delivery of any Notices by either party to the other pursuant to this Section 29.18 shall include a commercially reasonable attempt by the delivering party to give a concurrent courtesy email notice to any email address set forth in this Lease for such purposes (or otherwise designated by Landlord or Tenant via written notice to the other party); provided, however, notwithstanding anything in the Lease to the contrary (including the foregoing), any failure of a delivering party to provide any such email notice shall not affect or invalidate any official Notices under the Lease (and the timing of receipt, or lack thereof, by the receiving party shall not affect any timing under this Lease based on such party's receipt of any Notices), except with respect to the email notices that Tenant is required to provide pursuant to the express terms of this Lease.

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IN WITNESS WHEREOF, Landlord and Tenant have caused this Lease to be executed as of the Effective Date.

 

LANDLORD:				TENANT:
HCP LIFE SCIENCE REIT, INC., a Maryland corporation				KURA ONCOLOGY, INC., a Delaware corporation
By:		/s/ ▇▇▇▇▇ ▇▇▇▇		By:		/s/ ▇▇▇ ▇▇▇▇▇
		▇▇▇▇▇ ▇▇▇▇				▇▇▇ ▇▇▇▇▇
						Print Name
Its:		Chief Development Officer
				Its:		Senior Vice President, Finance and Accounting

 

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EXHIBIT A

DIRECTORS SCIENCE PARK

OUTLINE OF PREMISES

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EXHIBIT A-1

DIRECTORS SCIENCE PARK

PROJECT SITE PLAN

 

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EXHIBIT B

DIRECTORS SCIENCE PARK

TENANT WORK LETTER

This Tenant Work Letter shall set forth the terms and conditions relating to the initial improvement of the Premises for Tenant following the date of this Lease. This Tenant Work Letter is essentially organized chronologically and addresses the issues of construction, in sequence, as such issues will arise during construction in the Premises. Capitalized terms not defined herein shall have the meaning ascribed to them in the Lease.

SECTION 1

POSSESSION OF THE PREMISES

Tenant acknowledges that ▇▇▇▇▇▇ has thoroughly examined the Premises. On the Possession Date, Landlord shall tender possession of the Premises to Tenant in its presently existing, "as-is" condition. Except for the payment of the Tenant Improvement Allowance as provided in Section 2, below, Landlord shall have no obligation to make or pay for any improvements to the Premises. For the avoidance of doubt, ▇▇▇▇▇▇'s installation of FF&E shall not be deemed to be commencing to conduct business in the Premises for purposes of the Lease Commencement Date.

SECTION 2

TENANT IMPROVEMENTS

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SECTION 3

CONSTRUCTION DRAWINGS

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SECTION 4

CONSTRUCTION OF THE TENANT IMPROVEMENTS

Tenant shall engage the Contractor under a commercially reasonable and customary construction contract, reasonably approved by Landlord (collectively, the "Contract"). Prior to the commencement of the construction of the Tenant Improvements, and after ▇▇▇▇▇▇ has accepted all bids for the Tenant Improvements, Tenant shall provide Landlord with a detailed breakdown, by trade, of the final costs to be incurred or which have been incurred, as set forth more particularly in Sections 2.2.1.1 through 2.2.1.10, above, in connection with the design and construction of the Tenant Improvements to be performed by or at the direction of Tenant or the Contractor, which costs form a basis for the estimated total costs of the work of the Tenant Improvement project (the "Final Budget"). Prior to the commencement of construction of the Tenant Improvements, Tenant shall supply Landlord with cash in an amount (the "Over-Allowance Amount") equal to the difference between the amount of the Final Costs and the amount of the Tenant Improvement Allowance (and, if applicable, the Elected Additional TI Allowance) (less any portion thereof already disbursed by Landlord, or in the process of being disbursed by Landlord, on or before the commencement of construction of the Tenant Improvements). The Over-Allowance Amount, at Landlord's sole option, shall be disbursed by Landlord prior to the disbursement of any of the then remaining portion of the Tenant Improvement Allowance (and, if applicable, the Elected Additional TI Allowance), and such disbursement shall be pursuant to the same procedure as the Tenant Improvement Allowance (and, if applicable, the Elected Additional TI Allowance). In the event that, after the Final Costs have been delivered by Tenant to Landlord, the costs relating to the design and construction of the Tenant Improvements shall change, any additional costs necessary to such design and construction in excess of the Final Costs, shall be paid by Tenant to Landlord immediately as an addition to the Over-Allowance Amount or at Landlord's option, Tenant shall make payments for such additional costs out of its own

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funds, but Tenant shall continue to provide Landlord with the documents described in Sections 2.2.2.1 (i), (ii), (iii) and (iv) of this Tenant Work Letter, above, for Landlord's approval, prior to Tenant paying such costs. All Tenant Improvements paid for by the Over-Allowance Amount shall be deemed Landlord's property under the terms of the Lease.

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SECTION 5

MISCELLANEOUS

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As used in this Lease, "Landlord Caused Delay" shall mean only an actual delay to the Substantial Completion of the Tenant Improvements resulting from: (i) failure of Landlord to approve or disapprove any construction drawings, within the time frames required under this Tenant Work Letter; (ii) unreasonable and material interference by Landlord or any Landlord Parties with the completion of the Tenant Improvements and which objectively preclude construction of Tenant Improvements by any person; and/or (iii) delays due to the acts or failures to act of Landlord or any Landlord Parties with respect to payment of the Tenant Improvement Allowance or the Additional TI Allowance, as applicable (to the extent Tenant is entitled to disbursement thereof pursuant to the terms and conditions of this Tenant Work Letter without dispute by Landlord) which result in a cessation of work upon the Tenant Improvements. If Tenant contends that a Landlord Caused Delay has occurred, Tenant shall notify Landlord in writing (a "Delay Notice") within two (2) business days of the date upon which the subject claimed delay becomes known to Tenant and/or ▇▇▇▇▇▇'s Architect or ▇▇▇▇▇▇'s Agents. If such actions, inaction or circumstances described in the notice set forth in the Delay Notice are not cured by Landlord within two (2) business days of receipt of the Delay Notice and if such actions, inaction or circumstances otherwise qualify as a Landlord Caused Delay, then a Landlord Caused Delay shall be deemed to have occurred commencing as of the expiration of such 2-business day period following the date of Landlord's receipt of the Delay Notice and ending as of the date such delay ends.

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SCHEDULE 1 TO EXHIBIT B

FORM OF AGREEMENT FOR ADDITIONAL MONTHLY BASE RENT

FIRST AMENDMENT TO LEASE

This FIRST AMENDMENT TO LEASE ("Amendment") is made and entered into as of ____________ ___, 202_, by and between ____________________________________ ("Landlord"), and _______________________________________ ("Tenant").

r e c i t a l s :

a g r e E m e n t :

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

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IN WITNESS WHEREOF, this Amendment has been executed as of the day and year first above written.

 

LANDLORD:					TENANT:
By:					By:
	Name:					Name:
	Its:					Its:

 

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SCHEDULE 2 TO EXHIBIT B

FORM OF ADDITIONAL TI ELECTION NOTICE

[Date]

[LANDLORD ADDRESS]

Re:	Lease (the "Lease") between _______ ("Landlord") and ______ ("Tenant") dated ___________, 20__, for space (the "Premises") in the building located at ___________ (the "Building") NOTICE OF ELECTION TO USE ADDITIONAL TENANT IMPROVEMENT ALLOWANCE

 

Dear [LANDLORD]:

The above referenced Tenant hereby (i) elects to use $______________ of the Additional Tenant Improvement Allowance granted to Tenant pursuant to the terms of Section ____ of the Tenant Work Letter attached as Exhibit B to the referenced Lease (such amount the "Elected Additional TI Allowance"), and (ii) agrees that Tenant will execute the Additional TI Amendment with respect thereto as provided in such Section ___.

If Tenant is a corporation, trust or partnership, each individual executing this letter on behalf of Tenant hereby represents and warrants that such person signing on behalf of Tenant is authorized to do so.

Very truly yours,

TENANT:

 

 

 

 

By:
	Name:
	Its:

 

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SCHEDULE 3 TO EXHIBIT B

APPROVED SPACE PLAN

 

 

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EXHIBIT C

DIRECTORS SCIENCE PARK

INTENTIONALLY OMITTED

 

 

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EXHIBIT D

DIRECTORS SCIENCE PARK

FORM OF TENANT'S ESTOPPEL CERTIFICATE

The undersigned as Tenant under that certain Lease (the "Lease") made and entered into as of ___________, 20___ by and between _______________ as Landlord, and the undersigned as Tenant, for Premises consisting of the [[entire office building]] located at ______________________________, [[California]], certifies as follows:

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The undersigned acknowledges that this Estoppel Certificate may be delivered to Landlord or to a prospective mortgagee or prospective purchaser, and acknowledges that said prospective mortgagee or prospective purchaser will be relying upon the statements contained herein in making the loan or acquiring the property of which the Premises are a part and that receipt by it of this certificate is a condition of making such loan or acquiring such property.

Executed at ______________ on the ____ day of ___________, 20__.

 

"Tenant":
				,
a

 

By:
	Its:

 

By:
	Its:

 

 

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EXHIBIT E

DIRECTORS SCIENCE PARK

ENVIRONMENTAL QUESTIONNAIRE

ENVIRONMENTAL QUESTIONNAIRE
FOR COMMERCIAL AND INDUSTRIAL PROPERTIES

 

Tenant Name:
Lease Address:
Lease Type (check correct box – right click to properties):			☐	Primary Lease/Lessee
			☐	Sublease from:

 

Instructions: The following questionnaire is to be completed by the Lessee representative with knowledge of the planned operations for the specified building/location. Please print clearly and attach additional sheets as necessary.

1.0 PROCESS INFORMATION

Describe planned site use, including a brief description of manufacturing processes and/or pilot plants planned for this site, if any.

 

 

2.0 HAZARDOUS MATERIALS – OTHER THAN WASTE

Will (or are) non-waste hazardous materials be/being used or stored at this site? If so, continue with the next question. If not, go to Section 3.0.

2.1 Are any of the following materials handled on the Property? ☐ Yes ☐ No

[A material is handled if it is used, generated, processed, produced, packaged, treated, stored, emitted, discharged, or disposed.] If YES, check (right click to properties) the applicable correct Fire Code hazard categories below.

☐	Combustible dusts/fibers	☐	Explosives	☐	Flammable liquids
☐	Combustible liquids (e.g., oils)	☐	Compressed gas - inert	☐	Flammable solids/pyrophorics
☐	Cryogenic liquids - inert	☐	Compressed gas - flammable/pyrophoric	☐	Organic peroxides
☐	Cryogenic liquids - flammable	☐	Compressed gas - oxidizing	☐	Oxidizers - solid or liquid
☐	Cryogenic liquids - oxidizing	☐	Compressed gas - toxic	☐	Reactives - unstable or water reactive
☐	Corrosives - solid or liquid	☐	Compressed gas - corrosive	☐	Toxics - solid or liquid

2-2. For all materials checked in Section 2.1 above, please list the specific material(s), use(s), and quantities of each used or stored on the site in the table below; or attach a separate inventory. NOTE: If proprietary, the constituents need not be named but the hazard information and volumes are required.

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Material/ Chemical	Physical State (Solid, Liquid, or Gas)	Container Size	Number of Containers Used & Stored	Total Quantity	Units (pounds for solids, gallons or liters for liquids, & cubic feet for gases)

2-3. Describe the planned storage area location(s) for the materials in Section 2-2 above. Include site maps and drawings as appropriate.

 

 

2-4. Other hazardous materials. Check below (right click to properties) if applicable. NOTE: If either of the latter two are checked (BSL-3 and/or radioisotope/radiation), be advised that not all lease locations/cities or lease agreements allow these hazards; and if either of these hazards are planned, additional information will be required with copies of oversight agency authorizations/licenses as they become available.

☐	Risk Group 2/Biosafety Level-2 Biohazards	☐	Risk Group 3/Biosafety Level-3 Biohazards	☐	Radioisotopes/Radiation

3.0 HAZARDOUS WASTE (i.e., REGULATED CHEMICAL WASTE)

Are (or will) hazardous wastes (be) generated? ☐ Yes ☐ No

If YES, continue with the next question. If not, skip this section and go to section 4.0.

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3.1 Are or will any of the following hazardous (CHEMICAL) wastes generated, handled, or disposed of (where applicable and allowed) on the property?

 

☐	Liquids	☐	Process sludges	☐	PCBs
☐	Solids	☐	Metals	☐	wastewater

 

3-2. List and estimate the quantities of hazardous waste identified in Question 3-1 above.

HAZARDOUS (CHEMICAL) WASTE GENERATED	SOURCE	WASTE TYPE		APPROX. MONTHLY QUANTITY with units	DISPOSITION [e.g., off- site landfill, incineration, fuel blending scrap metal; wastewater neutralization (onsite or off-site)]
		RCRA listed (federal)	Non-RCRA (Calif-ornia ONLY or recycle)
		☐	☐
		☐	☐
		☐	☐
		☐	☐
		☐	☐

3-3. Waste characterization by: Process knowledge ☐ EPA lab analysis ☐ Both ☐

3-4. Please include name, location, and permit number (e.g. EPA ID No.) for transporter and disposal facility if applicable. Attach separate pages as necessary. If not yet known, write "TBD."

Hazardous Waste Transporter/Disposal Facility Name	Facility Location	Transporter (T) or Disposal (D) Facility	Permit Number

3-5. Are pollution controls or monitoring employed in the process to prevent or minimize the release of wastes into the environment? NOTE: This does NOT mean fume hoods; examples include air scrubbers, cyclones, carbon or HEPA filters at building exhaust fans, sedimentation tanks, pH neutralization systems for wastewater, etc.

☐ Yes ☐ No

 

If YES, please list/describe:

 

4.0 OTHER REGULATED WASTE (i.e., REGULATED BIOLOGICAL WASTE, referred to as "Medical Waste" in California)

4-1. Will (or do) you generate medical waste? ☐ Yes ☐ No If NO, skip to Section 5.0.

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4-2. Check the types of waste that will be generated, all of which fall under the California Medical Waste Act:

☐	Contaminated sharps (i.e., if contaminated with ≥ Risk Group 2 materials)	☐	Animal carcasses	☐	Pathology waste known or suspected to be contaminated with ≥ Risk Group 2 pathogens)
☐	Red bag biohazardous waste (i.e., with ≥ Risk Group 2 materials) for autoclaving	☐	Human or non-human primate blood, tissues, etc. (e.g., clinical specimens)	☐	Trace Chemotherapeutic Waste and/or Pharmaceutical waste NOT otherwise regulated as RCRA chemical waste

4-3. What vendor will be used for off-site autoclaving and/or incineration?

 

4-5. Do you have a Medical Waste Permit for this site? ☐ Yes ☐ No, not required.

☐ No, but an application will be submitted.

5.0 UNDERGROUND STORAGE TANKS (USTS) & ABOVEGROUND STORAGE TANKS (ASTS)

5-1. Are underground storage tanks (USTs), aboveground storage tanks (ASTs), or associated pipelines used for the storage of petroleum products, chemicals, or liquid wastes present on site (lease renewals) or required for planned operations (new tenants)? ☐ Yes ☐ No

NOTE: If you will have your own diesel emergency power generator, then you will have at least one AST! [NOTE: If a backup generator services multiple tenants, then the landlord usually handles the permits.]

If NO, skip to section 6.0. If YES, please describe capacity, contents, age, type of the USTs or ASTs, as well any associated leak detection/spill prevention measures. Please attach additional pages if necessary.

 

UST or AST	Capacity (gallons)	Contents	Year Installed	Type (Steel, Fiberglass, etc.)	Associated Leak Detection / Spill Prevention Measures*

 

*NOTE: The following are examples of leak detection / spill prevention measures: integrity testing, inventory reconciliation, leak detection system, overfill spill protection, secondary containment, cathodic protection.

5-2. Please provide copies of written tank integrity test results and/or monitoring documentation, if available.

5-3. Is the UST/AST registered and permitted with the appropriate regulatory agencies? ☐ Yes ☐ No, not yet

If YES, please attach a copy of the required permit(s). See Section 7-1 for the oversight agencies that issue permits, with the exception of those for diesel emergency power generators which are permitted by the local Air Quality District (Bay Area Air Quality Management District = BAAQMD; or San Diego Air Pollution Control District = San Diego APCD).

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5-4. If this Questionnaire is being completed for a lease renewal, and if any of the USTs/ASTs have leaked, please state the substance released, the media(s) impacted (e.g., soil, water, asphalt, etc.), the actions taken, and all remedial responses to the incident.

 

 

 

5-5. If this Questionnaire is being completed for a lease renewal, have USTs/ASTs been removed from the Property?

☐ Yes ☐ No

If YES, please provide any official closure letters or reports and supporting documentation (e.g., analytical test results, remediation report results, etc.).

5-6. For Lease renewals, are there any above or below ground pipelines on site used to transfer chemicals or wastes?

☐ Yes ☐ No

For new tenants, are installations of this type required for the planned operations? ☐ Yes ☐ No

If YES to either question in this section 5-6, please describe.

 

 

 

6.0 ASBESTOS CONTAINING BUILDING MATERIALS

Please be advised that an asbestos survey may have been performed at the Property. If provided, please review the information that identifies the locations of known asbestos containing material or presumed asbestos containing material. All personnel and appropriate subcontractors should be notified of the presence of these materials, and informed not to disturb these materials. Any activity that involves the disturbance or removal of these materials must be done by an appropriately trained individual/contractor.

7.0 OTHER REGULATORY PERMITS/REQUIREMENTS

7-1. Does the operation have or require an industrial wastewater permit to discharge into the local National Pollutant Discharge Elimination System (NPDES)? [Example: This applies when wastewater from equipment cleaning is routed through a pH neutralization system prior to discharge into the sanitary or lab sewer for certain pharmaceutical manufacturing wastewater; etc.] Permits are obtained from the regional sanitation district that is treating wastewater.

☐ Yes ☐ No ☐ No, but one will be prepared and submitted to the Landlord property management company.

If so, please attach a copy of this permit or provide it later when it has been prepared.

7-2. Has a Hazardous Materials Business Plan (HMBP) been developed for the site and submitted via the State of California Electronic Reporting System (CERS)? [NOTE: The trigger limits for having to do this are ≥ 200 cubic feet if any one type of compressed gas(except for carbon dioxide and inert simple asphyxiant gases, which have a higher trigger limit of ≥ 1,000 cubic feet); ≥ 55 gallons if any one type

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of hazardous chemical liquid; and ≥500 pounds of any one type of hazardous chemical solid. So a full-sixe gas cylinder and a 260-liter of liquid nitrogen are triggers! Don't forget the diesel fuel in a backup emergency generator if the diesel tank size is ≥ 55 gallons and it is permitted under the tenant (rather than under the landlord).] NOTE: Each local Certified Unified Program Agency (CUPA) in California governs the HMBP process so start there. Examples: the CUPA for cities in San Mateo County is the County Environmental Health Department; the CUPA for the City of Hayward, CA is the Hayward Fire Department; the CUPA for Mountain View is the Mountain View Fire Department; and, the CUPA for San Diego is the County of San Diego Hazardous Materials Division (HMD),

☐ Yes ☐ No, not required. ☐ No, but one will be prepared and submitted, and a copy will be provided to the landlord property management company.

If one has been completed, please attach a copy. Continue to provide updated versions as they are completed. This is a legal requirement in that State law requires that the owner/operator of a business located on leased or rented real property shall notify, in writing, the owner of the property that the business is subject to and is in compliance with the Hazardous Materials Business Plan requirements (Health and Safety Code Chapter 6.95 Section 25505.1).

7-3. NOTE: Please be advised that if you are involved in any tenant improvements that require a construction permit, you will be asked to provide the local city with a Hazardous Materials Inventory Statement (HMIS) to ensure that your hazardous chemicals fall within the applicable Fire Code fire control area limits for the applicable construction occupancy of the particular building. The HMIS will include much of the information listed in Section 2-2. Neither the landlord nor the landlord's property management company expressly warrants that the inventory provided in Section 2-2 will necessarily meet the applicable California Fire Code fire control area limits for building occupancy, especially in shared tenant occupancy situations. It is the responsibility of the tenant to ensure that a facility and site can legally handle the intended operations and hazardous materials desired/ needed for its operations, but the landlord is happy to assist in this determination when possible.

CERTIFICATION

I am familiar with the real property described in this questionnaire. By signing below, I represent and warrant that the answers to the above questions are complete and accurate to the best of my knowledge. I also understand that Lessor will rely on the completeness and accuracy of my answers in assessing any environmental liability risks associated with the property.

 

	Signature:
	Name:
	Title:
	Date:
Telephone:

 

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EXHIBIT F

DIRECTORS SCIENCE PARK

AVAILABLE BUILDING SYSTEMS CAPACITIES

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EXHIBIT G

DIRECTORS SCIENCE PARK

TENANT RESERVED PARKING LOCATIONS

 

 

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LEASE

DIRECTORS SCIENCE PARK

HCP LIFE SCIENCE REIT, INC.,
a Maryland corporation

as Landlord,

and

KURA ONCOLOGY, INC.,

a Delaware corporation,

as Tenant.

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TABLE OF CONTENTS

 

		Page
1.	PREMISES, BUILDING, PROJECT, AND COMMON AREAS		1
2.	LEASE TERM; OPTION TERM; EARLY TERMINATION RIGHT		4
3.	BASE RENT		7
4.	ADDITIONAL RENT		7
5.	USE OF PREMISES		15
6.	SERVICES AND UTILITIES		20
7.	REPAIRS		22
8.	ADDITIONS AND ALTERATIONS		23
9.	COVENANT AGAINST LIENS		26
10.	INSURANCE		27
11.	DAMAGE AND DESTRUCTION		29
12.	NONWAIVER		31
13.	CONDEMNATION		31
14.	ASSIGNMENT AND SUBLETTING		32
15.	SURRENDER OF PREMISES; OWNERSHIP AND REMOVAL OF TRADE FIXTURES		35
16.	HOLDING OVER		37
17.	ESTOPPEL CERTIFICATES; FINANCIAL STATEMENTS		37
18.	SUBORDINATION		38
19.	DEFAULTS; REMEDIES		38
20.	COVENANT OF QUIET ENJOYMENT		42
21.	SECURITY DEPOSIT		42
22.	COMMUNICATIONS AND COMPUTER LINES		42
23.	SIGNS		42
24.	COMPLIANCE WITH LAW		43
25.	LATE CHARGES		44
26.	LANDLORD'S RIGHT TO CURE DEFAULT; PAYMENTS BY TENANT		44
27.	ENTRY BY LANDLORD		44
28.	TENANT PARKING		45
29.	MISCELLANEOUS PROVISIONS		46

 

 

EXHIBITS
A	OUTLINE OF PREMISES
A-1	PROJECT SITE PLAN
B	TENANT WORK LETTER
C	INTENTIONALLY OMITTED
D	FORM OF TENANT'S ESTOPPEL CERTIFICATE
E	ENVIRONMENTAL QUESTIONNAIRE
F	AVAILABLE BUILDING SYSTEMS CAPACITIES
G	TENANT RESERVED PARKING LOCATIONS

 

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	Page(s)
Abatement Event	41
Additional Allowable Costs	Exhibit B
Additional Notice	41
Additional Payment Commencement Date	Exhibit B
Additional Rent	7
Additional TI Allowance	Exhibit B
Additional TI Allowance Payment	Exhibit B
Additional TI Amendment	Exhibit B
Advocate Arbitrators	6
Affiliate	35
Alterations	23
Amendment	Exhibit B
Amenity Space	2
Applicable Expense Year	12
Applicable Laws	43
Approved Space Plan	Exhibit B
Approved Working Drawings	Exhibit B
Architect	Exhibit B
ATIA Election Notice	Exhibit B
Audit Period	15
Base Building	23
Base Rent	7
Base Rent Abatement	7
bona-fide third-party offer	3
Brokers	50
Builder's Risk	24
Building	2
Building Hours	21
Building Security Features	26
Building Structure	23
Building Systems	23
Café	2
Casualty	29
Clean-up	19
Closure Letter	19
Code	32, Exhibit B
Common Areas	2
Comparable Buildings	5
Comparable Transactions	5
Concessions	5
Contemplated Effective Date	34
Contemplated Transfer Space	34
Contract	Exhibit B
Contractor	Exhibit B
Controllable Expenses	12

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	Page(s)
Cosmetic Alterations	23
Delay Notice	Exhibit B
Direct Expenses	8
Early Termination Right	6
Economic Terms	3
Elected Additional TI Allowance	Exhibit B
Emergency Generator	22
Energy Disclosure Requirements	22
Engineers	Exhibit B
Environmental Assessment	18
Environmental Laws	17
Environmental Questionnaire	16
Environmental Report	19
Estimate	14
Estimate Statement	14
Estimated Direct Expenses	14
Event of Default	38
Existing Hazardous Materials	18
Expense Year	8
Extension Option	2
Fair Rental Value	5
FF&E	Exhibit B
Final Budget	Exhibit B
Final Retention	Exhibit B
Final Working Drawings	Exhibit B
First Class Life Sciences Projects	3
Force Majeure	47
Future SNDA	38
Hazardous Materials	16
Hazardous Materials Claims	17
Holdover Damage Period	Exhibit B
Holdover Damages	Exhibit B
Holdover Payment Date	Exhibit B
Holidays	21
HVAC	21
Inducement Provisions	40
Initial Notice	41
Intention to Transfer Notice	34
Interest Rate	44
Landlord	1
Landlord Caused Delay	Exhibit B
Landlord Parties	27
Landlord Repair Notice	30
Landlord's Recapture Notice	34
Lease	1
Lease Commencement Date	4

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	Page(s)
Lease Expiration Date	4
Lease Month	4
Lease Term	4
Lease Year	4
Lines	42
Losses	27
Mail	48
Management Fee Cap	11
Material Adverse Judgments	46
Mortgage	38
Mortgagee	38
Net Worth	35
Neutral Accountant	15
Neutral Arbitrator	6
Nine Month Period	34
Notices	48
Objectionable Name	43
OFAC	52
Operating Expenses	8
Option Rent	5
Option Term	2
Original Improvements	28
Original Tenant	1
Outside Agreement Date	5
Outside Holdover Penalty Date	Exhibit B
Outside LCD	1
Outside Possession Date	1
Over-Allowance Amount	Exhibit B
Patriot Act	52
PCBs	16
Permitted Assignee	4
Permitted Capital Costs	9
Permitted Transfer	35
Permitted Transferee	35
PMA	Exhibit B
Possession Date	1
Premises	1
Prohibited Persons	52
Project	2
Proposition 13	13
Referee Sections	49
Refusal Exercise Notice	3
Refusal Notice	3
Refusal Space	2
Refusal Space Amendment	3
REIT Owner	32

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	Page(s)
Release	16
Released	16
Releases	16
Rent	7
Rooftop Equipment	25
RSF	1
Scheduled Surrender Date	Exhibit B
Second Chance Economic Terms	3
Second Chance Notice	3
Security Deposit	41
Security System	26
Sign Specifications	42
Site Plan	1
Statement	13
Subject Space	32
Substantial Completion	Exhibit B
Summary	1
Superior Right Holders	3
Tax Expenses	12
Tenant	1
Tenant Change Request	Exhibit B
Tenant Damage	1
Tenant Delays	2
Tenant Energy Use Disclosure	22
Tenant Improvement Allowance Items	Exhibit B
Tenant Improvements	Exhibit B
Tenant Parties	27
Tenant Signage	42
Tenant Work Letter	1
▇▇▇▇▇▇'s Accountant	15
Tenant's Agents	16, Exhibit B
Tenant's Existing Space	Exhibit B
▇▇▇▇▇▇'s Share	13
Termination Date	6
Termination Fee	7
Termination Notice	6
Transfer Notice	32
Transfer Premium	33
Transferee	32
Transfers	32
TRIPLE net	8
Underlying Documents	9
Warranty Period	1
worth at the time of award	40

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