Common use of Incorporation of Master Lease Clause in Contracts

Incorporation of Master Lease. (a) All of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs of the Master Lease are not incorporated herein: 1 (Lease of Premises), 2 (Delivery; Acceptance; Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises as set forth therein.

Incorporation of Master Lease. (a) All 7.1 Except as otherwise provided in this Sublease, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection Building 1 Lease (b), the “Incorporated Provisions”) are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Building 1 Lease are hereby imposed upon the parties hereto with respect to the Sublease PremisesDevice Manufacturing Facility, “Aradigm” being substituted for “Landlord” in the Sublandlord Building 1 Lease, “Novo Nordisk Delivery Technologies, Inc.” being substituted for the Landlord “Tenant” in the Master Lease, Building 1 Lease and the Subtenant “Device Manufacturing Facility” being substituted for the Tenant “Premises” in the Master Lease Building 1 Lease; provided, however, that the term “Landlord” in the following Paragraphs sections of the Master Building 1 Lease shall mean (i) shall mean Master LandlordPrime Landlord (subject to Aradigm’s obligations under Paragraph 10 of this Sublease), not SublandlordAradigm: the second sentence of the second paragraph of 7 (Use8.1, 9.6(a), 10 (Parking9.6(d), 11 (Utilities and Services10.1(b), 13 (Landlord’s Repairs)15.1, the first paragraph of 17 (Insurance)15.2, 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability)15.4, 17.4; and (ii) shall mean both Master Prime Landlord and SublandlordAradigm: 7 (Use) except as provided above7.1, 9 (Taxes7.3 and 7.4. Notwithstanding the foregoing, the following Paragraphs of the Building 1 Lease are not incorporated herein: 1.1, 1.2, 1.3, 1.4, 2.1, 2.2, 2.3, 2.4, 2.5, 3.1, 3.2, 4.2, 5.1, 5.2, 5.3, 5.4, 5.5, 6.1, 7.2, 10.1(a), 12 (Alterations)11.1, 14 (Tenant’s Repairs)11.2, 15 (Mechanic’s Liens)15, 16 (Indemnification)16.1, 17 (Insurance) excluding the first paragraph17.1, 20 (Events of Default)17.8, 21 (Landlord’s Remedies)17.11, 23 (Estoppel Certificate)17.15, 26 (Rules 17.16, 17.19, Exhibit A, Exhibit B, Exhibit C, Exhibit D and Regulations)First Amendment to Lease. 7.2 As incorporated herein and applicable hereunder, 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined unless otherwise provided herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability Incorporated Provisions are deemed changed as follows: (a) References to a specific section or article number of, or exhibit or schedule to, the Building 1 Lease preceded by the word “this” are deemed changed by deleting the word “this” and adding the phrase “of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master LeaseBuilding 1 Lease as incorporated hereby” after such section, and no personal liability shall at any time be asserted article, schedule or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Subleaseexhibit reference. (b) The following Paragraphs words “hereof”, “herein”, “hereunder” and similar words are deemed to refer to the provision of the Master Building 1 Lease are not in which they appear as incorporated herein: 1 (Lease of Premises), 2 (Delivery; Acceptance; Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property)herein by reference. (c) Subtenant hereby assumes and agrees With respect to perform for Sublandlord’s benefit, during Section 13.1: (i) each instance of the phrase “six (6) months from the date of the damage or destruction in the case of damage or destruction occurring prior to the last year of the term of this Lease, or exceeds” shall be deemed deleted; (ii) each instance of the phrase “in the case of damage or destruction occurring during the last year of the term of this Lease” shall be deemed deleted; (iii) the phrase “pursuant to Section 10.1(b) hereof” in the 19th line shall be deemed deleted; (iv) the phrase “Landlord fails” in the 32nd line is deemed changed to the phrase “Prime Landlord and Aradigm fail”; (v) the parenthetical proviso beginning on the 37th line shall be deemed deleted; and (vi) following each reference to Section 2.4 and Exhibit C there shall be deemed inserted the phrase “of the Building 1 Lease”. (d) Except as otherwise expressly set forth herein, the time limits set forth in the Building 1 Lease for the giving of notices, making demands, performance of any act, condition or covenant, or the exercise of any right, remedy or option, are changed for the purposes of incorporation into this Sublease, all by shortening the same in each instance, as appropriate, so that notices may be given, demands made, or any act, condition or covenant performed, or any right, remedy or option hereunder exercised, by Aradigm or Novo Nordisk Delivery Technologies, Inc., as the case may be (and each party covenants that it will do so), at least three (3) days (not including Saturdays, Sundays and legal holidays in the state of Sublandlord’s obligations with respect California) prior to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition expiration of the Master time limit, taking into account the maximum grace period, if any, relating thereto contained in the Building 1 Lease. Notwithstanding anything Each party shall promptly deliver to the contrary contained hereinother party copies of all notices, this Sublease requests or demands which relate to the Device Manufacturing Facility or the use or occupancy thereof after receipt of same from Prime Landlord. In the case of any time limit described above which is one or two days after the giving of the notice applicable thereto, such notice shall be subject and subordinate to all of the terms of the Master Lease and Master Landlord shall have all rights delivered by facsimile as provided in respect of the Master Lease and the Premises as set forth thereinParagraph 18 hereof.

Incorporation of Master Lease. (a) All of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b)) below, or to the extent inconsistent with the terms of this Sublease, are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord Wind River being substituted for the Landlord "Landlord" in the Master Lease, the and Subtenant being substituted for the Tenant "Tenant" in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance)Lease. It is further understood that where reference is made in the Master Lease to the “"Premises,” " the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “"Lease,” " the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations Subtenant acknowledges receipt of “Landlord” under the Master Lease with respect attached hereto as Exhibit A and acknowledges that Subtenant and its experts (if any) have had the opportunity to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in review the Master Lease and that Subtenant has satisfied itself as to the contrary notwithstanding, environmental conditions of the liability Sublease Premises and the Building and the suitability of Sublandlord such conditions for its obligations under this Subtenant's intended use of the Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this SubleasePremises. (b) The following Paragraphs paragraphs of the Master Lease are not incorporated herein: 1 the Basic Lease Information (Lease of Premisesexcept Premises and Building Address, and Use); Paragraphs: 1, 2, 3(a), 2 (Delivery; Acceptance; Commencement Date3(b), 3 (Rent3(e), 4 (Base Rent Adjustments4, 5, , the last sentence of Paragraph 8(c), 5 (Operating Expenses)16, 6 (Deposits)18, 8 (Holding Over)21, 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and 22; Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property).B. (c) Subtenant hereby assumes herexx xxxumes and agrees to perform for Sublandlord’s benefitWind River's and Master Landxxxx'x xenefit, during the term of this Sublease, all of Sublandlord’s Wind River's obligations with respect to the Sublease Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained Except as otherwise provided herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises as set forth thereinLease.

Incorporation of Master Lease. This Sublease is subject and subordinate to the Master Lease. Except (a) All of the terms and provisions of the Master Lease, except as expressly modified specifically set forth in this Sublease or as provided in subsection the Consent and (b) for Sections 1.2(a), (b), are incorporated into (c) and made a part of this Sublease(e), 1.3, 4.1, 8.1, 8.4(f), and 10.4, definitions in Article II that conflict with those in this Sublease or the rights Consent, and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease PremisesArticles XV, the Sublandlord being substituted for the Landlord in the Master LeaseXXII, the Subtenant being substituted for the Tenant in the Master Lease providedXXIII, however, that the term “Landlord” in the following Paragraphs and XXXI of the Master Lease (i) all of which are not incorporated into this Sublease), Subtenant shall mean Master Landlord, not Sublandlord: the second sentence perform all of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure)obligations, and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in be entitled to all of the Master Lease to rights, of the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations "Tenant" under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that and Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations all of the obligations, and Sublandlord shall be entitled to all of the rights, of the "Landlord" under the Master Lease. Anything in For purposes of clarity and to prevent misunderstanding: (i) Sublandlord shall have the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs of the Master Lease are not incorporated herein: 1 (Lease of Premises), 2 (Delivery; Acceptance; Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises same approval rights as Landlord has under the Master Lease, except as otherwise provided herein. including without limitation those approval rights set forth in Sections 8, 9, 10, 12, 14, 20 and 23 of the Consent, and Subtenant shall not commit submit all requests for approval, and related information, concurrently to both Sublandlord and Landlord; (ii) where the Consent provides that Sublandlord shall cause certain actions, including without limitation Sections 9, 12, 14, 21(b) and 23, or permit to be committed any act imposes certain obligations only during the period Advanced Medical Optics, Inc. or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject its successors and subordinate to all of the terms of assigns is either a tenant under the Master Lease and Master Landlord shall have all rights in respect or a subtenant of any portion of the Master Lease Premises, including without limitation Xxxxxxx 00, Xxxxxxxxxxx hereby imposes those obligations on Subtenant and Subtenant hereby accepts the Premises as set forth therein.same; and

Incorporation of Master Lease. (a) All of To the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect extent applicable to the Sublease Premises, the Sublandlord being substituted Master Lease is incorporated into this Sublease in its entirety as if fully set forth herein, except that the following provisions thereto are expressly excluded in their entirety from the Sublease: (i) Sections 2, 3, 20 and 31 of, and Exhibit B to, the Original Lease; (ii) Sections 1, 3, 7, 8, 20, 21, 22, 23 and 24 of the First Addendum; (iii) Sections 20 and 22 of, and Exhibit B to, the Third Addendum; (iv) Sections 20 and 22 of, and Exhibit B to, the Fourth Addendum; (v) Sections 20 and 22 of the Fifth Addendum; (vi) Sections 20 and 22 of the Sixth Addendum; and (vii) Sections 3 and 4 of the Seventh Addendum. Notwithstanding the immediately preceding sentence, if Sublessee "holds-over", then in addition to those provisions of the Master Lease incorporated pursuant to the immediately preceding sentence, the following provisions shall be incorporated into this Sublease as if fully set forth herein and Sublessee shall be solely responsible for all amounts payable by Sublessor to Master Landlord under the Master Lease: (a) Sections 3 and 20 of the Original Lease; (b) Sections 7 and 8 of the First Addendum; (c) Section 20 of each of the Third Addendum, Fourth Addendum, Fifth Addendum and Sixth Addendum; and (d) Sections 3 and 4 of the Seventh Addendum. If any provision of this Sublease expressly conflicts with any provision of the Master Lease as incorporated herein, the terms of this Sublease shall govern. Sublessee shall assume and perform for the benefit of Sublessor and Master Landlord in the Tenant's obligations under the Master Lease provisions incorporated herein to the extent that the provisions are applicable to the Sublease Premises. Whenever the Master Lease requires the approval or consent of Master Landlord, Sublessee shall be required to obtain the approval or consent of both Sublessor and Master Landlord. Whenever the Master Lease requires Tenant to submit, exhibit to, supply or provide Master Landlord with evidence, certificates, or any other matter or thing, Sublessee shall submit, exhibit to, supply or provide, as the case may be, the same to both Master Landlord and Sublessor. In any such instance, Sublessor shall reasonably determine if such evidence, certificate or other matter or thing shall be satisfactory. Sublessee acknowledges that it has reviewed the Master Lease and is familiar with the terms and conditions thereof. Neither Sublessor nor Sublessee shall do or permit to be done anything which would constitute a violation or breach of any of the terms or conditions of the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in or which would cause the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred be terminated or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Subleaseforfeited. (b) The following Paragraphs of the Master Lease are not incorporated herein: 1 (Lease of Premises), 2 (Delivery; Acceptance; Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises as set forth therein.

Incorporation of Master Lease. (a) All Except as otherwise provided in this Sublease, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord Sublessor being substituted for the Landlord "Lessor" in the Master Lease, the Subtenant Sublessee being substituted for the Tenant "Lessee" in the Master Lease provided, however, that and the term “Landlord” in Premises being substituted for the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “"Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest " in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The Notwithstanding the foregoing: (i) the following Paragraphs paragraphs of the Master Lease are not incorporated herein: 1 (Lease of Premises1.1, 1.5, 1.6, 1.7, 1.8, 1.9, 1.10, 3, 6.2(a), 2 (Delivery; Acceptance; Commencement Date6.3(a), 3 7.1, 8.2, 8.4, 10.1, 11.1, 15, 39, Addendum One Paragraphs 50, 51, 53, 56, 58, 59, 60, 62, 63 and Exhibit C. (Rent)ii) Sublessee shall fully perform all of the Assumed Obligations and shall indemnify, 4 (Base Rent Adjustments)defend, 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers)protect, and 39 hold harmless Sublessor from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (Right including reasonable attorneys' fees) resulting, directly or indirectly, from Sublessee's failure to Extend), and Exhibits A (Description of perform the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property)Assumed Obligations. (ciii) Subtenant hereby assumes and agrees Upon any termination of the Master Lease, this Sublease shall also terminate; provided, however, that if, without the fault of Sublessor hereunder, the Master Lease should terminate prior to perform for Sublandlord’s benefit, during the term expiration of this Sublease, Sublessor shall have no liability to Sublessee, and, if the Master Lease is terminated as a result of a default by Sublessor of its obligations under the Master Lease or this Sublease, other than the Assumed Obligations, Sublessee shall have all rights and remedies that would otherwise be available to it at law or in equity as a result of Sublandlord’s such default.. (iv) Sublessor shall have no services or maintenance or repair obligations with respect to the Premises except for its obligation to use reasonable efforts to enforce the obligations of Master Lessor under the Master Lease. Sublessee hereby expressly waives the provisions of subsection 1 of Section 1932 and Sections 1941 and 1942 of the Civil Code of California and all rights to make repairs at the expense of Sublessor as provided in Section 1942 of said Civil Code. (v) Sublessee shall indemnify, except as otherwise provided herein. Subtenant shall not commit defend, protect, and hold Sublessor harmless from and against all actions, claims, demands, costs liabilities, losses, reasonable attorneys` fees, damages, penalties, and expenses (collectively "Claims") which may be brought or permit made against Sublessor or which Sublessor may pay or incur to be committed the extent caused by (i) a breach of this Sublease by Sublessee, (ii) any violation of law by Sublessee or its employees, agents, contractors or invitees (collectively, "Agents") relating to the use or occupancy of the Premises, (iii) any act or omission which violates by Sublessee or its Agents resulting in contamination of any term part or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms Premises by Hazardous Materials (as hereinafter defined), or (iv) the negligence or willful misconduct of Sublessee or its Agents. Sublessor shall indemnify, defend, protect, and hold Sublessee harmless from and against all actions, claims which may be brought or made against Sublessee or which Sublessee may pay or incur to the extent caused by (i) a breach of this Sublease or the Master Lease and Master Landlord shall have by Sublessor, (ii) any act or omission by Sublessor or its Agents resulting in contamination of any part or all rights in respect of the Master Lease Premises by Hazardous Materials, or (iii) the negligence or willful misconduct of Sublessor or its Agents. As used herein, "Hazardous Materials" means any substance or material which is classified or considered to be hazardous or toxic under any present or future federal, state, regional or local law relating to the use, storage, treatment, existence, release, emission, discharge, generation, manufacture, disposal or transportation of any such substances. Each of the Sublessee and Sublessor hereby agrees and covenants to immediately notify the other of any knowledge such party gains regarding the existence of Hazardous Materials at, or the introduction of Hazardous Materials onto or about, the Premises as set forth thereinor the Building.

Incorporation of Master Lease. (a) All of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b)) below, are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs sections of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (UseSection 10.D., Section ll.C.(i), 10 (Parking)Section 21.C. and 21D, 11 (Utilities Section 23.A., 23.B. and Services)23.C., 13 (Landlord’s Repairs)Section 27.A. and 27.B., the first paragraph of 17 (Insurance)Section 34 , 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 Section 3.I. and 0.XX., Section 5.N., 5.T., 5.U., 5.W., and 0.XX., Section 8, Section ll.B. and ll.C. (Useii) except as provided above, 9 and (Taxesiii), 12 Section 12, Section 13, Section 14, Section 17, Section 18, Section 19, Section 20, Section 21 (Alterationsexcepting 21.C. and 21.D.), 14 (Tenant’s Repairs)Section 22, 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure)23.D., and 23.E., Section 24, Section 25, Section 26, Section 27.C., Sections 29 through 33 and Sections 38 (Signs; Exterior Appearance)through 40. It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this SubleaseSublease as defined herein; and where reference is made to Monthly Rent, the same shall mean the “Rent” as defined herein. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease., (b) The following Paragraphs of the Master Lease are not incorporated herein: 1 (Lease Section 1, Section 3.H., 3.J., 3.K., 3.L., 3.P., 3.AA., 3.HH., Section 4, Section 5, Section 6, Section 7, Section 9, Section 10.A., 10.B., 10.C, Section 15, Section 16, the last paragraph of Premises)25.G., 2 (Delivery; Acceptance; Commencement Date)Xxxxxxx 00, 3 (Rent)Xxxxxxx 00, 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), Xxxxxxx X and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) Exhibit B-2. Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Sublease Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Sublandlord covenants that it shall not commit or permit to be committed any act or omission that violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises as set forth therein. In the event of any conflict between the provisions of this Sublease and the provisions of the Master Lease, the provisions of this Sublease shall control.

Incorporation of Master Lease. (a) All Except for the Premises, rent, the total percentage of Tenant's Proportionate Share, commencement and termination dates, rent payment due date, security deposit, notice addresses and brokers, this Sublease is made upon and shall be subject to all of the terms and conditions set forth in the Master Lease, which terms and conditions are incorporated herein by this reference, as if ShopNow were the landlord and Subtenant were the tenant and the Premises hereunder were the "Leased Premises" under the Master Lease; provided, however, that any other provisions of the Master Lease which are inconsistent or contradictory with the provisions of this Sublease, and the following provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs of the Master Lease are not incorporated herein: 1 Sections 3.01, 3.03, 5.14, 5.16 (Lease of Premisesexcepting the first, second, seventh and eighth sentences thereof), 2 8.01, 9.02, 9.11, Exhibit A and Exhibit B (Delivery; Acceptance; excepting the first two sentences of Section 1 [excluding provisions relating to approval by Tenant], first sentence of Section 4(a), Section 4(b) and Section 8 thereof) and Exhibit F (collectively, the "Excluded Obligations"). In case of any default hereof by Subtenant, ShopNow shall have all rights against Subtenant as would be available to Landlord against the tenant under the Master Lease if such default were by the tenant thereunder. Subtenant acknowledges that it has read and understands the Master Lease attached hereto as Attachment 1, which ShopNow represents and warrants is a true and complete copy of the Master Lease. Except as otherwise provided herein with respect to the Premises, rent, Tenant's Proportionate Share, commencement and termination dates, rent payment due date, security deposit, notice addresses, brokers and the Excluded Obligations, Subtenant agrees to perform, observe, and be bound by all of the promises, obligations, acknowledgments, terms, and conditions by, of, or applicable to ShopNow (but solely to the extent applicable to the Premises) under the Master Lease from and after the Sublease Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right . ShopNow hereby grants to Extend), and Exhibits A (Description Subtenant the right to receive all of the Premises)rights, D (Acknowledgement of Commencement Date) services and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations benefits with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit which are to be committed any act or omission which violates any term or condition of provided by Landlord under the Master Lease. Notwithstanding anything contained herein to the contrary contained hereincontrary, ShopNow does not by this Sublease shall be subject and subordinate promise or agree to all of the terms of perform any obligation undertaken or assumed by Landlord under the Master Lease Lease. Subtenant agrees that Subtenant shall look solely to Landlord to furnish all services and Master to perform all obligations which Landlord shall have all rights in respect of the Master Lease and the Premises as set forth therein.has agreed

Incorporation of Master Lease. (a) All of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b)) below, are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord Regen being substituted for the Landlord "Lessor" in the Master Lease, the and Subtenant being substituted for the Tenant "Lessee" in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance)Lease. It is further understood that where reference is made in the Master Lease to the “"Premises,” " the same shall mean the Sublease Premises as defined herein; where reference is made to the “"Commencement Date,” " the same shall mean the Commencement Date as defined herein; and where reference is made to the “"Lease,” " the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs sections of the Master Lease are not incorporated herein: 1 Basic Lease Provisions (Lease of Premisesexcept 1. Premises Location and 13. Sole Permitted Use); Paragraphs: 1, 2, 3, 4, 5, 6(a), 2 (Delivery; Acceptance; Commencement Date7(a), 3 (Rentthe last sentence of 7(b)(3), 4 (Base Rent Adjustments13, 14, 18, 31(b), 5 (Operating Expensesthe first sentence of 31(c), 6 (Deposits34, 45(b), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers)46, and 39 (Right to Extend)47; Construction Addendum, Exhibits: B, C, D, E, and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property).F. (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s Regen's benefit, during the term of this Sublease, all of Sublandlord’s Regen's obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained Except as otherwise provided herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises as set forth thereinLease.

Incorporation of Master Lease. (a) All Except as otherwise provided herein, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Subleased Premises, the Sublandlord Sublessor being substituted for the Landlord "Landlord" in the Master Lease, the Subtenant Sublessee being substituted for the Tenant "Tenant" in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure)Lease, and 38 (Signs; Exterior Appearance). It is further understood that where reference is made this Sublease being substituted for the "Lease" in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “"Landlord” " under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord Sublessor shall not be liable to Subtenant Sublessee for any failure by Master Landlord Lessor to perform its obligations under the Master Lease, nor shall such failure by Master Landlord Lessor excuse performance by Subtenant Sublessee of its obligations hereunder; provided, however, that Sublandlord Sublessor shall use its commercially reasonable efforts to cause Master Landlord Lessor to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord Sublessor for its obligations under this Sublease is limited solely to Sublandlord’s Sublessor's interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord Sublessor or against Sublandlord’s Sublessor's stockholders, directors, officers or partners on account of any of Sublandlord’s Sublessor's obligations or actions under this Sublease. (b) . The following Paragraphs Sections of the Master Lease are not incorporated herein: 1 1.1, 2.1, 2.2, 2.3, 2.4, 2.6, 3.1, 4.1, Article 5, Article 6, Article 7, Article 9, Article 11, Article 12, Section 13.1, Section 15.1, Article 17, Section 18.1(b) (Lease failure to pay Rent in accordance with Section 3 of Premisesthis Sublease shall constitute an event of default hereunder), 2 (Delivery; Acceptance; Commencement Date)Section 20.1, 3 (Rent)21.1, 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), 21.15 and Exhibits A A-E. (Description b) Sublessee hereby agrees to indemnify and hold harmless Sublessor from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublessor arising out of, from or in connection with (i) the use or occupancy of the Premises)Subleased Premises by Sublessee, D (Acknowledgement ii) any breach or default by Sublessee under this Sublease or (iii) the failure of Sublessee to perform any obligation under the terms and provisions of the Master Lease assumed by Sublessee hereunder or required to be performed by Sublessee as provided herein, from and after the Commencement Date) and F (Tenant’s Personal Property)Date of this Sublease. (c) Subtenant Sublessor hereby assumes and agrees to perform for Sublandlord’s benefitindemnify and hold harmless Sublessee from and against any and all claims, during the term liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublessee arising out of, from or in connection with (i) Sublessor's breach or default of any provision of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit Sublease or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms provisions of the Master Lease and Master Landlord shall have all rights in respect not assumed by Sublessee hereunder or (ii) acts or omissions of Sublessor under the Master Lease and in connection with the Subleased Premises as set forth thereinprior to the Commencement Date of this Sublease.

Incorporation of Master Lease. (a) All Except as otherwise provided in this Sublease, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord Sublessor being substituted for the Landlord in the Master Lease, the Subtenant Sublessee being substituted for the Tenant in the Master Lease and the Sublease Premises being substituted for the Premises in the Master Lease provided, however, that the term “"Landlord” " in the following Paragraphs sections of the Master Lease (i) shall mean Master LandlordLessor, not SublandlordSublessor: the second sentence of the second paragraph of 7 (Use)7.A, 10 (Parking)7.B, 11 (Utilities 8.A, 10, 16, 17, 18, 23.C, 24, 29, and Services)44, 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord Lessor and SublandlordSublessor: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease.7E. (b) The Notwithstanding the foregoing: (i) the following Paragraphs of the Master Lease are not incorporated herein: 1 Basic Lease Information (Lease Date, Tenant, Landlord, Address of Premises)Landlord, 2 (Delivery; Acceptance; Scheduled Term Commencement Date), 3 (Length of Term, Estimated First Year Operating Cost, Tenant's Proportionate Share, Rent), 4 (Base Rent Adjustments)Security Deposit) 1,2, 5 (Operating Expenses)3, 6 (Deposits)19, 8 (Holding Over)20, 18 (Restoration)37, 19 (Condemnation)38, 24 (Quiet Enjoyment)39, 35 (Brokers)41, 42, 43 and Exhibits B, C, and 39 D. (Right to Extend)ii) Each of the parties hereto shall fully perform all of their respective obligations hereunder, and Exhibits A shall indemnify, defend, protect, and hold harmless the other party from any and all liability, damages, liabilities, claims proceedings, actions, demands and costs (Description of the Premises)including reasonable attorneys' fees) resulting, D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property)directly or indirectly, from their failure to perform their respective obligations. (ciii) Subtenant hereby assumes and agrees Upon any termination of the Master Lease, this Sublease shall also terminate. If Master Lessor seeks to perform for Sublandlord’s benefit, during terminate the term Master Lease because of a default or alleged default by Sublessor under the Master Lease (other than a default or alleged default caused by the default by Sublessee under this Sublease), Sublessor shall take all of Sublandlord’s action required to reinstate the Master Lease. Further, if Rent is abated under the Master Lease, Rent hereunder shall also be abated in the same proportion. (iv) Sublessor shall have no service, maintenance or repair obligations with respect to the Sublease Premises except for its obligation to use commercially reasonable efforts to enforce the obligations of Master Lessor under the Master Lease. Sublessee hereby expressly waives the provisions of subsection 1 of Section 1932 and Sections 1941 of the Civil Code of California. Sublessor shall use commercially reasonable efforts to enforce Master Lessor's service, except as otherwise provided herein. Subtenant shall not commit maintenance or permit to be committed any act or omission which violates any term or condition of repair obligations under the Master Lease. Notwithstanding anything . (v) Sublessee shall indemnify, defend, protect, and hold Sublessor harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties, and expenses (collectively "Claims") which may be brought or made against Sublessor or which Sublessor may pay or incur to the contrary contained herein, extent caused by (i) a breach of this Sublease shall be subject and subordinate by Sublessee, (ii) any violation of law by Sublessee or its employees, agents, contractors or invitees ("Agents") relating to all the use or occupancy of the terms Sublease Premises, or (iii) the negligence or willful misconduct of Sublessee or its Agents. Sublessor shall indemnify, defend, protect, and hold Sublessee harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses which may be brought or made against Sublessee or which Sublessee may pay or incur to the extent caused by (i) the negligence or willful misconduct of Sublessor or its Agents occurring on or about the Premises or Sublease Premises; (ii) the failure by Sublessor to comply with or perform its obligations under the Master Lease and/or this Sublease, and Master Landlord shall have all rights in respect (iii) a breach by Sublessor of any of its representations or warranties to Sublessee under this Sublease. As used herein, "Hazardous Materials" means any substance or material which is classified or considered to be hazardous or toxic under any present or future federal, state, regional or local law relating to the Master Lease and the Premises as set forth thereinuse, storage, treatment, existence, release, emission, discharge, generation, manufacture, disposal or transportation of any such substances.

Incorporation of Master Lease. (a) All of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b)) below, are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord Dendreon being substituted for the Landlord “Landlord” in the Master Lease, the and Subtenant being substituted for the Tenant “Tenant” in the Master Lease provided, however, that Lease. This Sublease is in all respects subject and subordinate to the term “Landlord” in the following Paragraphs terms and conditions of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure)extent same have been incorporated into the Sublease, and 38 (Signs; Exterior Appearance)to the matters to which the Master Lease and Sublease, including any amendments thereto, are or shall be subordinate. It is further understood that where reference is made in the Master Lease to the “Demised Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Term Commencement Date,” the same shall mean the Commencement Date as defined herein; herein- and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs Sections of the Master Lease are not incorporated herein: 1 (Lease 1, 2, 3, 4.1, 4.2, 4.4, 4.6, 5, 7, 9, 10.1, 11, the last sentence of Premises)Section 14, 2 (Delivery; Acceptance; Commencement Date)15.2, 3 (Rent)16. 1, 4 (Base Rent Adjustments)the last two sentences in Section 17.1, 5 (Operating Expenses)17.10, 6 (Deposits)the first four sentences of 24.1, 8 (Holding Over)40, 18 (Restoration)41.5.1, 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), 42 and 39 (Right to Extend)45, and Exhibits A (Description of the Premises)A, D (Acknowledgement of Commencement Date) B and F (Tenant’s Personal Property)H thereto. (c) Subtenant hereby assumes and agrees to perform for SublandlordDendreon’s benefit, during the term of this Sublease, all of SublandlordDendreon’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained Except as otherwise provided herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease. (d) Dendreon represents warrants and agrees as follows: (i) The Master Lease attached hereto as Exhibit A is a true and Master Landlord shall have all rights in respect complete copy of the Master Lease, and has not been amended or modified, except as shown in Exhibit A; (ii) The Master Lease is in full force and effect and neither Dendreon, nor, to Dendreon’s knowledge, Master Landlord, is in default (as defined in the Master Lease) thereunder; and (iii) Dendreon will deliver to Subtenant any written notice which Dendreon receives from Master Landlord under the Master Lease, which notice affects or relates to the Subleased Premises as set forth therein.or the rights of Subtenant under this Sublease, within five (5) days of receipt thereof

Incorporation of Master Lease. (a) All Except as otherwise provided herein, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Subleased Premises, the Sublandlord Sublessor being substituted for the Landlord "Landlord" in the Master Lease, the Subtenant Sublessee being substituted for the Tenant "Tenant" in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure)Lease, and 38 (Signs; Exterior Appearance). It is further understood that where reference is made this Sublease being substituted for the "Lease" in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “"Landlord” " under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord Sublessor shall not be liable to Subtenant Sublessee for any failure by Master Landlord Lessor to perform its obligations under the Master Lease, nor shall such failure by Master Landlord Lessor excuse performance by Subtenant Sublessee of its obligations hereunder; provided, however, that Sublandlord Sublessor shall use its commercially reasonable efforts to cause Master Landlord Lessor to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord Sublessor for its obligations under this Sublease is limited solely to Sublandlord’s Sublessor's interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord Sublessor or against Sublandlord’s Sublessor's stockholders, directors, officers or partners on account of any of Sublandlord’s Sublessor's obligations or actions under this Sublease. (b) . The following Paragraphs sections of the Master Lease are not incorporated herein: 1 (Lease of PremisesSections 1.1, 2.1, 2.2, 2.3, 2.4, --- 2.6, 3.1, 4.1, Article 5, Article 6, Article 7, Article 9, Section 10.1, Article 11, Article 12, Section 13.1, Section 14.1, Section 15.1, Article 17, Section 18.2(b), 2 (Delivery; Acceptance; Commencement Date)Article 20, 3 (Rent)Sections 21.1, 4 (Base Rent Adjustments)21.15, 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), 21.16 and Exhibits A A-E. (Description b) Sublessee hereby agrees to indemnify and hold harmless Sublessor from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublessor arising out of, from or in connection with (i) the use or occupancy of the Premises)Subleased Premises by Sublessee, D (Acknowledgement ii) any breach or default by Sublessee under this Sublease or (iii) the failure of Sublessee to perform any obligation under the terms and provisions of the Master Lease assumed by Sublessee hereunder or required to be performed by Sublessee as provided herein, from and after the Commencement Date) and F (Tenant’s Personal Property)Date of this Sublease. (c) Subtenant Sublessor hereby assumes and agrees to perform for Sublandlord’s benefitindemnify and hold harmless Sublessee from and against any and all claims, during the term liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublessee arising out of, from or in connection with (i) Sublessor's breach or default of any provision of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit Sublease or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms provisions of the Master Lease and Master Landlord shall have all rights in respect not assumed by Sublessee hereunder or (ii) acts or omissions of Sublessor under the Master Lease and in connection with the Subleased Premises as set forth thereinprior to the Commencement Date of this Sublease.

Incorporation of Master Lease. (a) All Subject to the express rights, duties, obligations of Sublessor and Sublessee as set forth in this Sublease, all provisions of the terms Master Lease are incorporated herein by reference, which provisions are to be construed in accordance with Section 24.1 above; provided, however, (i) no such incorporated provision shall be construed to give Sublessor any rights or privileges or create any duty or obligation with respect to the Premises which are reserved to the Master Landlord alone or owner of the Premises alone as the fee owner thereof or otherwise, including, but not limited to, provisions regarding repair or restoration of the Premises, control of common areas, surrender of Sublessee’s alterations and improvements, or termination of the Master Lease upon damage or destruction, (ii) no such incorporated provision shall be construed as creating an indemnity obligation of Sublessor other than that which arises out of the act or omission of Sublessor and its agents, employees and contractors, and (iii) the provisions of the following paragraphs of the Master Lease are specifically excluded from the preceding general incorporation: paragraphs 1; 2; 4 (but excepting the second paragraph thereof); 5, 7; 8 (first sentence thereof only); 10 (but excepting the first paragraph thereof); 12 (but excepting the first sentence and second paragraph thereof); 13; 18 (but excepting the first paragraph thereof); 19 (but excepting the first paragraph thereof); 20; 26; 28 through 32; 37 through 39; 41; 43 (but excepting the first sentence thereof); and 45 (but only as to that provision on page 28 that states “If Landlord fails to perform any obligation required under this Lease or by law or governmental regulation, Tenant in its sole discretion may, after providing any required notice and after allowing any applicable cure period to elapse, perform such obligation, in which event Landlord shall pay Tenant as additional rent all sums paid by Tenant in connection with such substitute performance within ten (10) days following Tenant’s written notice for such payment, failing which Tenant shall be entitled to all remedies available at law or in equity.”); Exhibit B, Exhibit C, Exhibit D and Exhibit E. Sublessee acknowledges and agrees that it has been provided with a copy of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs of the Master Lease are not incorporated herein: 1 (Lease of Premises), 2 (Delivery; Acceptance; Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of it accepts the terms of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises as conditions set forth therein.

Incorporation of Master Lease. (a) All Except as otherwise provided herein, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord "Landlord" in the Master Lease, the Subtenant being substituted for the Tenant "Tenant" in the Master Lease Lease, and this Sublease being substituted for the "Lease" in the Master Lease, provided, however, that the term “"Landlord” " in the following Paragraphs of the Master Lease (iSections 1.2 and 12.1(a) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “"Landlord” " under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s 's stockholders, directors, officers or partners on account of any of Sublandlord’s 's obligations or actions under this Sublease. (b) . The following Paragraphs Sections of the Master Lease are not incorporated herein: 1 (Lease of Premises1.1(a), 2 2.1, 2.2, 2.3, 2.4, 2.6, 3.1, 4.1, Article 5, Article 6, Article 7, Article 9, Article 11 (Delivery; Acceptance; Commencement Dateexcept Section 11.4, which is incorporated), 3 (RentSections 12.1(b) and 12.2(c), 4 (Base Rent Adjustments)Section 13.1, 5 (Operating Expenses)Section 15.1, 6 (Deposits)Article 17, 8 (Holding Over)Section 20.1, 18 (Restoration)21.15, 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), 21.16 and Exhibits A A-E. (Description b) Subtenant hereby agrees to indemnify and hold harmless Sublandlord from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Sublandlord arising out of, from or in connection with (i) the use or occupancy of the Premises by Subtenant, (ii) Subtenant's negligence or willful misconduct causing damage to the Equipment or the built-in equipment located in or serving the Sublease Premises), D (Acknowledgement iii) any breach or default by Subtenant under this Sublease or (iv) the failure of Subtenant to perform any obligation under the terms and provisions of the Master Lease assumed by Subtenant hereunder or required to be performed by Subtenant as provided herein, from and after the Commencement Date) and F (Tenant’s Personal Property)Date of this Sublease. (c) Subtenant Sublandlord hereby assumes and agrees to perform for indemnify and hold harmless Subtenant from and against any and all claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) incurred by Subtenant arising out of, from or in connection with (i) Sublandlord’s benefit, during the term 's breach or default of any provision of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit Sublease or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms provisions of the Master Lease and Master Landlord shall have all rights in respect not assumed by Subtenant hereunder or (ii) acts or omissions of Sublandlord under the Master Lease and in connection with the Sublease Premises as set forth thereinprior to the Commencement Date of this Sublease.

Incorporation of Master Lease. (a) All Subtenant shall observe and perform the terms, covenants, conditions and agreements of the terms and provisions of Master Lease which Sublandlord is required to observe or perform with respect to the Premises as tenant under the Master Lease, except for the covenant of Sublandlord to pay Master Landlord the rent or other charges due under the Master Lease and except as expressly such terms, covenants, conditions and agreements are modified hereby or are inconsistent with the terms of this Sublease. Subtenant shall not do or permit to be done any act which would result in a violation of any of the terms, covenants and conditions of the Master Lease. Except as otherwise provided in this Sublease or as provided to the extent inconsistent with the terms of this Sublease (in subsection (bwhich case the terms of this Sublease shall control), are incorporated into and made a part of this Sublease, and the rights and obligations all of the parties under terms and conditions of the Master Lease are hereby imposed upon incorporated herein by reference (and modified by the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date terms hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunderif applicable); provided, however, that Sublandlord (a) the term “Landlord” shall use its commercially reasonable efforts be deemed to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely refer to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. ; (b) The the term “Tenant” shall be deemed to refer to “Subtenant”; (c) the phrase “this Lease” shall be deemed to refer to “this Sublease”; (d) the term “Term” shall be deemed to refer to the Term of this Sublease; (e) the term “Premises” shall refer to the Sublet Portion only and (f) the following Paragraphs provisions of the Master Lease are not incorporated herein: 1 (Lease of Premises), 2 (Delivery; Acceptance; Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit be incorporated herein- 1, 2.1, 2.2, 3, 6.1, 6.3, 7.7, 12, 13.1.1, 13.1.2, 13,2, 16.3, 20.1, 20.2, 20.3, 20.4, 20.6, 20.7, 22, 36, 38, 39, 40. 41, 42, 43, 44.7, Exhibit D, Exhibit F, Exhibit H and Exhibit I, provided that Sublandlord shall have no liability for Master Landlord’s failure to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of comply with the terms of Section 10.2 of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises except as set forth thereinin Section 6.8 below.

Incorporation of Master Lease. (a) All Except to the extent that they are inapplicable to, or modified by, or excluded by, the terms of this Sublease, all of the terms covenants, agreements, terms, provisions and provisions conditions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are hereby incorporated into and made a part of this Sublease. Except to the extent that they are inapplicable to, and or modified by, the terms of this Sublease, the rights and obligations of the parties under contained in the Master Lease are hereby imposed upon the respective parties hereto with respect to the Sublease Premiseshereto, the Sublandlord being substituted for the Landlord "Landlord" named in the Master Lease, the Subtenant being substituted for the Tenant "Tenant" named in the Master Lease providedLease, however, that and "Subleased Premises" being substituted for the term “Landlord” "Premises" named in the following Paragraphs of Master Lease, except for Xxxxxxxxxx 0, 0, 0, 0, 0 xxx 0, Xxxxxxxxx 26(g), the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second last sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (InsuranceParagraph 28, Paragraph 30, Paragraph 34(b), 22 (Assignment Xxxxxxxxx 00, Xxxxxxxxx 38, Xxxxxxxxx 00, Xxxxxxxxx 41, Exhibits A, A-1, B, and Subletting) and 36 (Limitation on Landlord’s Liability)C of the Lease; the First Amendment in its entirety; the Second Amendment in its entirety; and (ii) shall mean both Master Landlord all references to "Building 3 and Sublandlord: 7 (Use) except as provided above5" in the Third Amendment, 9 (Taxesand Section 2, Section 4(b)(iii), 12 (Alterations4(b)(iv), 14 (Tenant’s RepairsSection 4(c), 15 (Mechanic’s LiensSection 5, Section 6(ii), Section 8, Section 9, Section 10, Section 13, Section 14, Section 15 and Section 16 (Indemnification)of the Third Amendment, 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean which are hereby deleted from this Sublease. The parties specifically agree that any provisions relating Except as so excluded, inapplicable or modified, all acts and obligations to any construction obligations be performed and all of “Landlord” the terms and conditions to be observed by Sublandlord as Tenant under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, Premises shall be performed and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs of the Master Lease are not incorporated herein: 1 (Lease of Premises), 2 (Delivery; Acceptance; Commencement Date), 3 (Rent), 4 (Base Rent Adjustments), 5 (Operating Expenses), 6 (Deposits), 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers), and 39 (Right to Extend), and Exhibits A (Description of the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) observed by Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease and Master Landlord shall have all rights in respect of the Master Lease and the Premises as set forth thereinSubleased Premises.

Incorporation of Master Lease. (a) All Except as otherwise provided herein, all of the terms and provisions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), Lease are incorporated into and made a part of this Sublease, Sublease and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord “Landlord” in the Master Lease, the Subtenant being substituted for the Tenant “Tenant” in the Master Lease, and this Sublease being substituted for the “Lease” and the “Premises” being substituted for the “Property” in the Master Lease (except in Section 13.6(b)(viii), and Section 14.6, where the “Property” shall mean the Property); provided, however, that the term “Landlord” in the following Paragraphs of the Master Lease Sections 1.2 and 12.1 (i) a), Article 19, and Section 21.14 shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) . The following Paragraphs Sections of the Master Lease are not incorporated herein: 1 (Lease of PremisesSection 1.1, Section 2.1, Section 2.2, Section 2.3, Section 2.4, Section 2.6, Section 3.1, Article 4, Article 5, Article 6, Article 7, Section 9.1, Section 9.3, Section 10.1, Section 12.1(b), 2 (Delivery; Acceptance; Commencement DateSection 12.2(c), 3 (RentSection 13.6(d), 4 (Base Rent Adjustments)Section 16.1, 5 (Operating Expenses)Section 16.2, 6 (Deposits)Article 17, 8 (Holding Over)Section 20.1, 18 (Restoration)Section 21.11, 19 (Condemnation)Section 21.12, 24 (Quiet Enjoyment)Section 21.15, 35 (Brokers)Section 21.16, Section 21.17, Exhibits C, D and 39 (Right to Extend)E, the First Amendment and Exhibits A (Description the Second Amendment. Notwithstanding the foregoing, for purposes of the Premises)incorporation set forth in this Section 8, D (Acknowledgement of Commencement DateSection 13.6(b)(vi) and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the terms of the Master Lease is amended to delete “Nuclear Regulatory Commission” and Master Landlord shall have all rights in respect insert “California Department of the Master Lease and the Premises as set forth thereinHealth Services (“DHS”).”

Incorporation of Master Lease. (a) All This Sublease is subject to all of the terms and provisions conditions of the Master Lease, except as expressly modified in this Sublease or as provided in subsection (b), are incorporated into Lease and made a part Sublessee hereby accepts and agrees to perform all of this Sublease, and the rights and obligations of the parties Sublessor as Sublessee under the Master Lease accruing during the term of this Sublease to the extent such obligations are hereby imposed upon the parties hereto with respect applicable to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease provided, however, that the term “Landlord” in the following Paragraphs Premises and all of the Master Lease (i) shall mean Master Landlord, not Sublandlord: the second sentence of the second paragraph of 7 (Use), 10 (Parking), 11 (Utilities terms and Services), 13 (Landlord’s Repairs), the first paragraph of 17 (Insurance), 22 (Assignment and Subletting) and 36 (Limitation on Landlord’s Liability); and (ii) shall mean both Master Landlord and Sublandlord: 7 (Use) except as provided above, 9 (Taxes), 12 (Alterations), 14 (Tenant’s Repairs), 15 (Mechanic’s Liens), 16 (Indemnification), 17 (Insurance) excluding the first paragraph, 20 (Events of Default), 21 (Landlord’s Remedies), 23 (Estoppel Certificate), 26 (Rules and Regulations), 27 (Subordination), 29 (Waiver of Jury Trial), 30 (Environmental Requirements), 31 (Tenant’s Remedies/Limitations of Liability) with respect to the first two paragraphs only, 32 (Inspection and Access), 33 (Security), 34 (Force Majeure), and 38 (Signs; Exterior Appearance). It is further understood that where reference is made in the Master Lease to the “Premises,” the same shall mean the Sublease Premises as defined herein; where reference is made to the “Commencement Date,” the same shall mean the Commencement Date as defined herein; and where reference is made to the “Lease,” the same shall mean this Sublease. The parties specifically agree that any provisions relating to any construction obligations of “Landlord” under the Master Lease with respect to construction that occurred or was to have occurred prior to the Commencement Date hereof, are hereby deleted. Sublandlord shall not be liable to Subtenant for any failure by Master Landlord to perform its obligations under the Master Lease, nor shall such failure by Master Landlord excuse performance by Subtenant of its obligations hereunder; provided, however, that Sublandlord shall use its commercially reasonable efforts to cause Master Landlord to perform its obligations under the Master Lease. Anything in the Master Lease to the contrary notwithstanding, the liability of Sublandlord for its obligations under this Sublease is limited solely to Sublandlord’s interest in the Master Lease, and no personal liability shall at any time be asserted or enforceable against any other assets of Sublandlord or against Sublandlord’s stockholders, directors, officers or partners on account of any of Sublandlord’s obligations or actions under this Sublease. (b) The following Paragraphs conditions of the Master Lease are not incorporated herein: 1 herein as terms and conditions of this Sublease (Lease of Premiseswith each reference therein to Landlord, Tenant and Demised Premises to be deemed to refer to Sublessor, Sublessee, and Sublease Premises respectively), 2 (Delivery; Acceptance; excepting only Article 1, Section 1.1: Intended Commencement Date), 3 (Intended Term, Lease Expiration Date, First Month's Prepaid Rent), 4 (Base Rent Adjustments)Tenant's Security Deposit, 5 (Operating Expenses)Tenant's Broker; Article 2, 6 (Deposits)Sections 2.3, 8 (Holding Over), 18 (Restoration), 19 (Condemnation), 24 (Quiet Enjoyment), 35 (Brokers)2.4, and 39 (Right to Extend)2.5; Article 3, Sections 3.1, 3.6 and 3.8; Article 12, Section 12.4; Article 14, Section 14.2; Article 15; Exhibit C; Exhibit D; and the Lease Guaranty, and Exhibits A (Description as set forth in Paragraph 9 below. In the event of any conflict or inconsistency between the Premises), D (Acknowledgement of Commencement Date) and F (Tenant’s Personal Property). (c) Subtenant hereby assumes and agrees to perform for Sublandlord’s benefit, during the term of this Sublease, all of Sublandlord’s obligations with respect to the Premises under the Master Lease, except as otherwise provided herein. Subtenant shall not commit or permit to be committed any act or omission which violates any term or condition of the Master Lease. Notwithstanding anything to the contrary contained herein, this Sublease shall be subject and subordinate to all of the incorporated terms of the Master Lease and the terms of the Sublease which are set forth in full, the terms of the Sublease which are set forth in full shall prevail to the extent of any such inconsistency, it being understood that in any event the Sublease provisions are subject to the Master Landlord shall have all rights in respect Lease provisions. As an inducement to Sublessee to enter into this Sublease, Sublessor represents and warrants that: (i) the form of the Master Lease attached hereto as Exhibit A is a true, correct and complete copy and has not been modified in any respect; and (ii) to the Premises as set forth thereinbest of Sublessor's knowledge: (A) the Master Lease is in full force and effect; (B) there exists no default or event of default under the Master Lease by either Master Lessor or Sublessor; and (C) no event has occurred which, with the giving of notice or the passage of time, or both, could constitute such a default or event of default.