CORIXA CORP
EXHIBIT 10.2
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>v90774exv10w2.txt
<DESCRIPTION>EXHIBIT 10.2
<TEXT>
<PAGE>

                                                                    EXHIBIT 10.2

*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

                               SUBLEASE AGREEMENT

                  THIS SUBLEASE AGREEMENT (this "Sublease") is entered into by
and between COULTER PHARMACEUTICAL, INC., a Delaware corporation ("Sublessor"),
and CORGENTECH, INC., a Delaware corporation ("Sublessee"), as of May 15, 2003.
Sublessor and Sublessee hereby agree as follows:

         1.       DEFINED TERMS. The following terms shall have the following
                  meanings:

                  Additional Rent has the meaning set forth in Section 6(b) of
                  this Sublease.

                  Base Rent means the following monthly base rental rates:

<TABLE>
<CAPTION>
-----------------------------------------------------
         PERIOD                     MONTHLY BASE RENT
-----------------------------------------------------
<S>                                 <C>
Month 1                                    [*]
-----------------------------------------------------
Month 2                                   $[*]*
-----------------------------------------------------
Months 3- 12                              $[*]*
-----------------------------------------------------
Months 13-24                              $[*]
-----------------------------------------------------
Months 25-Expiration Date                 $[*]
-----------------------------------------------------
</TABLE>

* subject to adjustment pursuant to Section 6(d)

                  Building means the office building located at 650 Gateway
                  Boulevard, South San Francisco, California.

                  Commencement Date means the later to occur of (i) the date on
                  which this Sublease has been approved in writing by Landlord,
                  (ii) July 1, 2003, (iii) the date Landlord has completed the
                  Floor Repair (defined in the Consent to Sublease) and (iv) the
                  date Sublessor has delivered possession of the Premises to
                  Sublessee in the condition required hereunder, including,
                  without limitation, satisfaction of the Sublessor Obligations
                  listed on Exhibit D attached hereto and made a part hereof.

                  Consent to Sublease has the meaning set forth in Section 4(a)
                  of this Sublease.

                  Environmental Laws has the meaning set forth in the Lease.

                  Expiration Date means June 30, 2006, or such earlier date as
                  this Sublease may be terminated in accordance with the terms
                  hereof.

                  FF&E has the meaning set forth in Section 3(a) of this
                  Sublease.

                  First Extension Term has the meaning set forth in Section
                  10(a) of this Sublease.

                  Floor Repair has the meaning set forth in the Consent to
                  Sublease.

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[*] Confidential treatment requested.

Redacted

<PAGE>

                  Floor Reports has the meaning set forth in Section 3(c) of
                  this Sublease.

                  Hazardous Materials has the meaning set forth in Section 32(b)
                  of the Lease.

                  Initial Term means the period of time beginning on the
                  Commencement Date and ending on the Expiration Date, subject
                  to Subject 9(a) of this Sublease.

                  Issuer has the meaning set forth in Section 7(b) of this
                  Sublease.

                  Landlord means Gateway Boulevard Associates LLC, a California
                  limited liability company, and its successors and assigns.

                  Landlord's Address means c/o The Raiser Organization, 800
                  South Claremont Street, Suite 201, San Mateo, California
                  94402, Attn: Phillip H. Raiser.

                  Lease means that certain Lease Agreement dated November 7,
                  1997, between HMS Gateway Office, L.P., a Delaware limited
                  partnership, the predecessor-in-interest of Landlord, as
                  landlord, and Sublessor, as tenant; as amended by that certain
                  First Amendment to Lease Agreement dated as of November 10,
                  1998; that certain Second Amendment to Lease Agreement dated
                  as of May 19, 2000; and that certain Amended and Restated
                  Agreement Concerning Assignment and Sublease Profits dated as
                  of May 23, 2002. Sublessor hereby represents and warrants that
                  a true, correct and complete copy of the Lease is attached
                  hereto as Exhibit A.

                  Letter of Credit has the meaning set forth in Section 7(b) of
                  this Sublease.

                  Permitted Transfer has the meaning set forth in Section 11(b).

                  Permitted Uses means all uses permitted under the Lease,
                  subject to Section 8 of this Sublease.

                  Premises means that portion of the premises demised to
                  Sublessor under the Lease consisting of approximately fifty
                  thousand four hundred (50,400) square feet constituting the
                  entire Building, as depicted on Exhibit B.

                  Pro Rata Share means the percentage obtained by dividing the
                  rentable square footage subleased by Sublessee by the
                  corresponding rentable square footage of the Building and the
                  Project, as set forth in the Lease. Based upon the rentable
                  square footage of the Premises, the Building and the Project,
                  as of the Commencement Date, Sublessee's Pro Rata Share of the
                  Building will be 100% and Sublessee's Pro Rata Share of the
                  Project will be 33.33%

                  Project means the project containing approximately 7.5 acres
                  of land commonly known as Lot 2B of the Gateway Center and
                  referred to as the Gateway Technology Center, together with
                  the land and improvements on which the Project is situated and
                  all common areas.

Redacted

                                       2

<PAGE>

                  Project Services has the meaning set forth in Section 5(e).

                  Renewal Notice has the meaning set forth in Section 10(a) of
                  this Sublease.

                  Second Extension Term has the meaning set forth in Section
                  10(b) of this Sublease.

                  Second Renewal Notice has the meaning set forth in Section
                  10(b) of this Sublease.

                  Security Deposit has the meaning set forth in Section 7(a) of
                  this Sublease.

                  Siemens BMS has the meaning set forth in Section 5(f).

                  Sublessee means Corgentech, Inc., a Delaware corporation.

                  Sublessee's Address means, (i) prior to the Commencement Date,
                  Corgentech, Inc., 1651 Page Mill Road, Palo Alto, CA
                  94304-1209, Attn: Chief Financial Officer and (ii) on and
                  after the Commencement Date, Corgentech, Inc., 650 Gateway
                  Boulevard, South San Francisco, CA 94080-7014, Attn: Chief
                  Financial Officer. For any notices sent to Sublessee, copies
                  shall be provided to Cooley Godward LLP, 5 Palo Alto Square,
                  3000 El Camino Real, Palo Alto, CA 94306, Attn: Toni Wise,
                  Esq.

                  Sublessee's Property has the meaning set forth in Section 19
                  of this Sublease.

                  Sublessor means Coulter Pharmaceutical, Inc., a Delaware
                  corporation.

                  Sublessor's Address means 1124 Columbia, Suite 200, Seattle,
                  WA 98104.

                  Sublessor Obligations has the meaning set forth in Exhibit D.

                  Term has the meaning set forth in Section 9 of this Sublease.

         2.       SUBLEASE. Sublessor hereby subleases to Sublessee, and
Sublessee hereby subleases from Sublessor, the Premises for the Term, upon all
of the terms, covenants and conditions contained herein.

         3.       CONDITION OF PREMISES.

                  (a)      Sublessor Removal of Personal Property. Sublessor
agrees that prior to the Commencement Date, Sublessor shall remove, or cause to
be removed, from the Premises all of Sublessor's personal property, except the
furniture, equipment, appliances, work stations, cubicles and cabling located
within the Premises as of December 12, 2002, as such personal property is
described on Exhibit C attached hereto (the "FF&E"), and the lab and related
equipment currently located in the Premises. Sublessee shall be entitled to use
the FF&E pursuant to a separate agreement between Sublessor and Sublessee, to be
entered into concurrently with the execution of this Sublease (the "FF&E
Agreement"). Sublessee shall also

Redacted

                                       3

<PAGE>

have the right to use the lab and related equipment which shall remain within
the Premises throughout the Term, except to the extent removed as a part of the
Approved Alterations or any subsequent alterations made by Sublessee pursuant to
the terms of this Sublease. Sublessor acknowledges that part of the Floor Repair
to be performed by Landlord involves removal and reinstallation of portions of
the FF&E as well as the lab and related equipment. Sublessee shall have the
right to confirm that all of the FF&E and the lab and related equipment are
replaced, and Sublessor shall restore and replace any of the FF&E and lab and
related equipment which is not properly installed or returned upon the
completion of the Floor Repair in the condition required under this Sublease.

                  (b)      "As is" Condition of Premises; Alterations. Except
for the Sublessor Obligations as set forth on Exhibit D to this Sublease or as
otherwise set forth in this Sublease, Sublessee shall accept possession of the
Premises in their present "as is" condition, without representation or warranty
as to their condition or suitability for Sublessee's intended use, and with no
obligation on the part of Sublessor to make any alterations or modifications to
the Premises or any area outside the Premises for the benefit of Sublessee.
Notwithstanding anything to the contrary contained in this Sublease, Sublessor
warrants that: (i) all improvements in the Premises constructed by Sublessor
were constructed in accordance with all laws, ordinances and regulations then
applicable thereto, (ii) Sublessor has not released, discharged or disposed of
Hazardous Materials on, in, at or under the Premises which Hazardous Materials
have not been cleaned up, removed or remediated in compliance with Environmental
Laws, and (iii) to Sublessor's knowledge, all Building systems, including, but
not limited to HVAC, electrical, plumbing and waste systems, are in good working
order. Any alterations or improvements desired by Sublessee shall be made by
Sublessee at its sole cost and expense. Plans and specifications for Sublessee's
alterations and improvements shall be subject to the prior written approval of
Landlord and Sublessor as provided in the Lease and herein; provided, however,
that Sublessor acknowledges that it has preliminarily approved the alterations
and improvements described on Exhibit E attached hereto and shown on the
drawings attached as Exhibit E-1 hereto (collectively, the "Approved
Alterations"), subject only to its right to review and approve Sublessee's final
plans and specifications for such alterations and improvements, which approval
Sublessor shall not unreasonably withhold, delay or condition. Alterations or
improvements to the Premises required by any and all applicable laws shall be
made by Sublessee, and the cost thereof shall be prorated between Sublessor and
Sublessee based upon the length of their respective term under either the Master
Lease or the Sublease, as applicable, provided that Sublessee shall pay 100% of
the cost of any such required alterations or improvements if Sublessee's
specific use of the Premises trigger the requirement that such alterations or
improvements be made. Sublessee shall, at Sublessee's sole cost and expense,
comply promptly with all applicable statutes, ordinances, rules, regulations,
orders, restrictions of record, and requirements in effect during the Term or
any part of the Term hereof regulating the use by Sublessee of the Premises;
provided, however, that with respect to any capital improvements required as a
result of any of the foregoing, the costs of such capital improvements shall be
prorated between Sublessor and Sublessee based upon their respective term under
either the Master Lease or this Sublease, as applicable. Sublessor shall
reimburse any prorated sums owed by Sublessor under this Section 3(b) within
thirty (30) days of written demand therefor. Upon termination of this Sublease,
Sublessee shall be responsible for the cost of removing any alterations which
were installed for or by Sublessee in the Premises, except that Sublessee shall
not be required to remove (i) any alterations if under the applicable provisions
of

Redacted

                                       4

<PAGE>

the Lease such alterations may remain in the Premises upon the termination of
the Lease or (ii) any Approved Alterations to the extent Landlord has confirmed
in the Consent to Sublease that they need not be removed. Notwithstanding
anything to the contrary contained in this Section 3(b), if Sublessor delivers
to Sublessee written notice at least six (6) months before the Expiration Date,
Sublessor may require that (i) any of Sublessee's modifications and improvements
to any laboratory areas on the first floor be restored to their condition as of
the date hereof, which restoration would include, without limitation, the
removal of the vivarium and the replacement of two to three fume hoods from
laboratories 3026, 3028, 3032 and 3034, and (ii) the high density storage racks
installed as of the date hereof in the library be replaced.

                  (c)      Floor Condition. Sublessor and Landlord have
disclosed to Sublessee that there has been some water penetration of the
concrete slab on the ground floor of the Premises as disclosed in the report by
Marx Okubo dated April 1, 2003. Related to the water penetration is the presence
of mold within the Building, as disclosed in the Mold Inspection Report dated
April 16, 2003 prepared by Meca Consulting, Inc. ("Meca") for Sublessee. Meca
has also prepared for Sublessee that certain Microbiological (Mold) Hazard
Abatement Plan Revised May 13, 2003, that certain Mold Remediation Report dated
April 29, 2003, that certain Mold Inspection Report - Phase II dated April 29,
2003, and a floor plan entitled Mold Hazard Remediation. In addition, Exponent
Failure Analysis Associates prepared for Sublessee a report dated April 24, 2003
regarding the observed moisture on the ground floor of the Premises. The Marx
Okubo report, the Mold Inspection Report, the Microbiological (Mold) Hazard
Abatement Plan, the Mold Remediation Report, the Mold Inspection Report - Phase
II, the Mold Hazard Remediation floor plan and the Exponent Failure Analysis
Associates report referred to in this Section 3(c) are collectively referred to
herein as the "Floor Reports". Pursuant to the Consent to Sublease, Landlord
shall perform the Floor Repair (as defined in the Consent to Sublease) to the
reasonable satisfaction of Sublessee. Sublessee shall have the right to conduct
additional testing in the proposed vivarium and tissue culture areas of the
Premises and "reasonable satisfaction of Sublessee" as used in the immediately
preceding sentence shall include any additional remediation required to address
Sublessee's particular use and protocol within such areas. Notwithstanding
anything to the contrary in Section 3(b) above or elsewhere in this Sublease or
the Lease, Sublessee shall have no responsibility for the repair or remediation
of any water penetration of the ground floor or any condition relating thereto,
including, without limitation, any mold condition which currently exists or may
arise, or the cost or expense thereof. In the event that at any time during the
term of this Sublease further repairs or remediation of the floor or any other
portions of the Building are required and the repair or remediation of any such
condition (i) requires the removal of any alterations or improvements
constructed by Sublessee on the Premises pursuant to the terms of this Sublease,
Sublessor shall pay for the cost of the removal and replacement of such
alterations or improvements, or (ii) renders any portion of the Premises
untenantable, the Base Rent hereunder shall be equitably abated in proportion to
the portion of the Premises so rendered untenantable.

         4.       CONDITIONS.

                  (a)      Concurrently with the execution of this Sublease,
Sublessor, Sublessee and Landlord shall enter into that certain Consent to
Sublease ("Consent to Sublease") wherein Landlord shall provide its written
consent to this Sublease. This Sublease is conditioned upon

Redacted

                                       5

<PAGE>

the delivery to Sublessor and Sublessee of a fully executed original of this
Sublease and Consent to Sublease.

                  (b)      It is a condition precedent to Sublessee's
obligations under this Sublease that Landlord shall have entered into the
Consent to Sublease. In the event the condition expressed in this Section 4 is
not satisfied within three (3) business days following the delivery to Landlord
of a copy hereof executed by Sublessee and Sublessor, then upon three (3)
business days prior written notice, Sublessor or Sublessee may terminate this
Sublease by giving written notice of termination to the other party at any time
prior to the satisfaction of such condition. In the event this Sublease is
terminated due to the nonsatisfaction of the foregoing condition, neither
Sublessor nor Sublessee shall have any further rights or obligations hereunder.
Sublessee and Sublessor each agrees to supply information and/or execute and
acknowledge further documents in connection with this Sublease which are
reasonably required by Landlord in connection with Landlord's review of this
Sublease and the satisfaction of the condition expressed in this Section 4.

         5.       PROVISIONS CONSTITUTING SUBLEASE.

                  (a)      Relationship Between Sublessee and Landlord. This
Sublease is subject to all of the terms and conditions of the Lease. Sublessee
hereby assumes and agrees to perform the obligations of Sublessor as Tenant
under the Lease to the extent such terms and conditions are applicable to the
Premises subleased pursuant to this Sublease. Sublessee shall not commit or
permit to be committed on the Premises any act or omission which shall violate
any term, covenant or condition of the Lease.

                  (b)      Relationship Between Sublessee and Sublessor. Except
as otherwise provided herein, all of the terms and conditions contained in the
Lease are incorporated herein as terms and conditions of this Sublease with each
reference therein to "Landlord," "Tenant," the "Lease" and the "Premises," being
deemed to refer to Sublessor, Sublessee, this Sublease, and the Premises,
respectively), except in the following provisions of the Lease, the term
"Landlord" shall continue to mean Landlord and not Sublessor: the third
paragraph of 2, 4(b) (with respect to expenses of Landlord), 4(c), 13(b), 14,
20, 21, 22, 29, 42 and 47(b). Notwithstanding the foregoing, the following
provisions of the Lease are not incorporated into this Sublease: Basic Lease
Information (except Permitted Use definition), the second paragraph of 2, 3,
4(a), 4(d), 4(e), 7, 8(b), 8(c), 8(d), 10, 11, 38, 39, 40, 49, 50, 51, 52 and
53, and Exhibits A, B, C, D, G, H, I, J; First Amendment Sections 2, 3, 4, 5, 6,
7, 8 11 and Exhibit A-FA (except Section D.3 to the extent Landlord grants
rights to Sublessee thereunder pursuant to the Consent to Sublease); Second
Amendment and Amended and Restated Agreement Concerning Assignment and Sublease
Profits. Notwithstanding anything to the contrary contained herein, with respect
to any specific obligation in the Lease required to be performed by Landlord, to
the extent Landlord has performed such obligation Sublessor shall not be
required to do so.

                  (c)      Notices. All notices or demands of any kind required
or desired to be given by Sublessor or Sublessee to the other hereunder shall be
in writing and shall be deemed delivered upon receipt if sent by United States
mail, certified postage prepaid, return receipt requested, or by private
overnight courier, addressed to the Sublessor or Sublessee respectively at the
addresses set forth in Section 1, or at such other addresses as the parties may
specify by

Redacted

                                       6

<PAGE>

notice in accordance with this section. All rent and other payments due under
this Sublease shall be made by Sublessee to Sublessor at the same address.
Sublessor and Sublessee shall each deliver to the other a copy of every notice
received from Landlord affecting or relating to the Premises, or affecting or
relating to the rights and/or obligations hereunder or under the Lease, within
five (5) days following receipt thereof. Notwithstanding anything to the
contrary contained in this Sublease, the time limits specified in the Lease for
the giving of notice, making of demands, performing any act, condition or
covenant (including cure of any breach) or the exercise of any right, remedy or
option, are hereby decreased or increased for purposes of this Sublease, by
shortening or lengthening the same, as the case may be, in each instance by
three (3) days, when necessary to enable Sublessor to give notice, make demands,
perform any act, correct any failure, or otherwise to secure compliance and
perform under the Lease in a timely manner.

                  (d)      Services. Notwithstanding Section 5(b) hereof,
Sublessor shall have no obligation to provide any of the services to be provided
by Landlord under the Lease and Sublessor's sole obligation with respect thereto
shall be to use commercially reasonable efforts to obtain Landlord's compliance
with the Lease upon Sublessee's written request. To the extent permitted by law
and by Landlord, Sublessee shall have the right to request all services directly
from Landlord at Sublessee's sole cost and expense. Sublessee shall promptly
notify Sublessor in writing of all such requests for services. Such efforts
shall include, without limitation, upon Sublessee's request (a) promptly
notifying Landlord of its non-performance under the Lease and requesting that
Landlord perform its obligations under the Lease and/or (b) assigning
Sublessor's rights under the Lease to Sublessee to the extent necessary to
permit Sublessee to institute legal proceedings against Landlord to obtain the
performance of Landlord's obligations under the Lease; provided, however, that
if Sublessee commences a lawsuit or other action, Sublessee shall (i) pay all
costs and expenses in connection therewith, and (ii) indemnify Sublessor
against, and hold Sublessor harmless from, all costs, liabilities, damages
and/or expenses, including, without limitation, reasonable attorneys fees,
incurred by Sublessor in connection therewith, recognizing that the Lease covers
premises in excess of the Premises and that an action against Landlord pursuant
to this Section may cause damages to other portions of the premises covered by
the Lease.

                  (e)      Services by Sublessor; Security System.
Notwithstanding any other provision of this Sublease to the contrary, Sublessor
shall provide facilities management and maintenance of the nitrogen system and
emergency power generator to cause the same to be in good condition and repair,
and at adequate levels for Sublessee's use (collectively, "Project Services").
Sublessor shall provide copies of any available maintenance contracts or reports
for the Project Services to Sublessee within ten (10) days of demand at
Sublessee's sole cost and expense. Sublessee shall pay its pro rata share of the
cost of any Project Services, including personnel costs associated therewith;
provided, however, that Sublessor shall equitably adjust such allocations if
Sublessor reasonably determines that any particular subtenant of the Project is
disproportionately utilizing Project Services. As of the Commencement Date,
Sublessee shall pay 100% of the costs relating to the provision of nitrogen
(which costs shall be adjusted if any other tenants of the Project take
occupancy) and 33.3% of the costs associated with the emergency power generator.
Sublessee shall operate and maintain the existing security system for the
Building and shall be permitted to upgrade or reasonably modify such system, all
at the sole cost and expense of Sublessee.

Redacted

                                       7

<PAGE>

                  (f)      HVAC System. Sublessee shall have the right to
segregate the existing Siemens building management control system to cause the
Premises to have its own separate, yet equal system ("Siemens BMS").
Specifically, Sublessee shall have the right to include in the Siemens BMS for
the Premises, without limitation, the same level of graphics, screen controls
and Reno alarm out calling as the existing system for the 600 Building.
Sublessor shall reimburse Sublessee as a tenant improvement allowance,
Sublessee's actual cost of so segregating the Siemens BMS up to maximum amount
of Twenty Five Thousand Dollars ($25,000) within ten (10) days of demand for
such reimbursement, which demand shall be accompanied by reasonable supporting
documentation of such costs.

                  (g)      Consents. In any circumstance where the Lease
requires that Landlord's approval or consent be obtained, Sublessee shall be
required to obtain the written approval or consent of Sublessor as well. Where
the Lease specifies that Landlord shall not unreasonably withhold its approval
or consent, Sublessor shall not unreasonably withhold, condition or delay its
approval or consent as well. In addition, Sublessor shall not unreasonably
withhold, condition or delay its approval or consent with respect to: final
plans and specifications for the Approved Alterations and assignment or
subletting pursuant to Section 11 of this Sublease.

                  (h)      Signage. Subject to the Landlord's consent, Sublessee
shall have the right to install and utilize such signage as approved by
Landlord, provided that all costs for production, installation and maintenance
of such signage shall be borne solely by Sublessee and at the end of the Term
such signage shall be removed in accordance with the same standards set forth
for the 600 building under the Lease.

                  (i)      Parking. Subject to the provisions of the Lease,
Sublessee shall have the right to use one hundred fifty (150) non-exclusive and
undesignated parking spaces in the Project's parking areas.

         6.       RENT.

                  (a)      Base Rent. Sublessee shall pay to Sublessor an amount
equal to the monthly installment of Base Rent for the third full month of the
Term ([*] Dollars ($[*])) upon execution of this Sublease. Commencing on the
Commencement Date, Sublessee shall pay Base Rent to Sublessor as rent for the
Premises, in monthly installments in advance, and thereafter on the first day of
each calendar month of the Term, without deduction, offset, prior notice or
demand, in lawful money of the United States, in the amounts shown with respect
to the applicable period on the chart contained in Section 1, which amounts
reflect Sublessee's entitlement to one (1) month's free Base Rent with respect
to the first thirty (30) days following the Commencement Date, and a rental
abatement of Base Rent equal to [*] ($[*]) with respect to the second thirty
(30) days following the Commencement Date. The abatements of the first and
second month's Base Rent, as provided in the foregoing sentence, do not affect
Sublessee's obligation to pay Additional Rent with respect to the first and
second months of the Term. If the first day for which the monthly installment of
Base Rent is payable is not the first day of a

------------------

[*] Confidential treatment requested.

Redacted

                                       8

<PAGE>

calendar month, or if the last day of the Term is not the last day of a calendar
month, the monthly installment of Base Rent shall be prorated for the fractional
month(s). In the case of a proration at the beginning of the Term, Sublessee
shall pay the proration for such partial month upon the due date for Base Rent
for the second month of the Term; provided, however, that nothing herein shall
in any way limit Sublessee's right to a total of $[*] of rental abatement, as
reflected in the Month 2 Monthly Base Rent Amount shown in Section 1. Sublessee
shall pay the proration for the last month of the Term when Base Rent for such
month is due.

                  (b)      Additional Rent. Sublessee acknowledges that
Sublessor is obligated to pay to Landlord all amounts provided for in Section
4(b) of the Lease ("Additional Rent"). Sublessee agrees to pay to Sublessor as
Additional Rent hereunder (i) its Pro Rata Share of all such Additional Rent
charged to Sublessor by Landlord under the Lease, and (ii) any other costs and
expenses incurred by Sublessor under the Lease, as a result of or arising out of
Sublessee's use and occupancy of the Premises, including, without limitation
Sublessor's share of costs of Project Services or otherwise. Sublessee shall pay
such Additional Rent in accordance with the time for payment set forth in the
Lease.

                  (c)      Late Charge. The parties hereby expressly agree that
in the event Sublessee shall fail to make payment of any installment of Base
Rent or any other sums due hereunder within five (5) days of the date that such
amounts are due, the provisions of Paragraph 6 of the Lease shall apply.

                  (d)      Rental Abatement. Notwithstanding any provision of
this Sublease to the contrary, if Landlord has not completed the Floor Repair by
June 1, 2003, then in addition to all of Sublessee's other rights hereunder,
Sublessee shall be entitled to a day-for-day abatement of Base Rent until the
Floor Repair is completed, which rental abatement shall be calculated at $[*]
per day. By way of example, if the Floor Repair is not completed until June 15,
2003, then the Base Rent for July, 2003, as the first month of the Term, shall
be $[*]; the Base Rent for August, 2003 shall be reduced to $[*] (resulting from
the application of a portion of the $[*] credit for 15 days of rental abatement
accruing to Sublessee pursuant to this Section 6(d) against the Base Rent
payable with respect to the second month of the Term, leaving a credit balance
of $[*]); and the Base Rent for September, 2003 shall be reduced to $[*]
(resulting from the application of the $[*] credit balance to the Base Rent
payable with respect to the third month of the Term). For purposes of
determining Sublessee's entitlement to abatement of Base Rent under this Section
6(d), "completion" of the Floor Repair shall not include the installation of
sheet vinyl flooring in labs 3022 and 3024, the timing of which is affected by
the completion of certain work by Sublessee, as described in the Consent to
Sublease.

         7.       SECURITY DEPOSIT.

                  (a)      To secure the faithful performance by Sublessee of
all the covenants, conditions and agreements in this Sublease on the part of
Sublessee to be fulfilled, kept, observed and performed including, but not by
way of limitation, such covenants and agreements

------------------

[*] Confidential treatment requested.

Redacted

                                       9

<PAGE>

in this Sublease which become applicable upon the termination of the same by
re-entry or otherwise, Sublessee shall deposit with Sublessor, with five (5)
days of execution of this Sublease, a security deposit in the amount of [*]
Dollars ($[*]) (the "Security Deposit"). The Security Deposit shall be in the
form of the Letter of Credit, as described in Section 7(b) below. Sublessor and
Sublessee agree that: (a) the Security Deposit or any portion thereof may be
applied to the curing of any default that may then exist, without prejudice to
any other remedy or remedies which Sublessor may have on account thereof, and
upon such application Sublessee shall pay or provide an additional letter of
credit otherwise satisfying the terms of this Sublease to Sublessor within five
(5) days of demand the amount so applied which shall be added to the Security
Deposit so the same may be restored to its original amount; (b) should the Lease
be assigned by Sublessor, the Security Deposit or any portion thereof not
previously applied shall be assigned to Sublessor's assignee, and upon such
assignee's express assumption of Sublessor's obligations under this Sublease,
Sublessee shall release Sublessor from any and all liability with respect to the
Security Deposit and/or its application or return; (c) the sum deposited or the
portion thereof not previously applied, or the original Letter of Credit, as
applicable, shall be returned to Sublessee without interest within thirty (30)
days following the expiration of the Term of this Sublease, except to the extent
reasonably required to cure any breach by Sublessee of any of its obligations
hereunder and provided that Sublessee has vacated the Premises and surrendered
possession thereof to Sublessor at the expiration of the Term; (d) in the event
that Sublessor terminates this Sublease or Sublessee's right to possession by
reason of an event of default under this Sublease by Sublessee, Sublessor may
apply the Security Deposit against damages suffered to the date of such
termination and/or may retain the Security Deposit to apply against such damages
as may be suffered or shall accrue thereafter by reason of Sublessee's default;
and (e) in the event any bankruptcy, insolvency, reorganization or other
creditor-debtor proceedings shall be instituted by or against Sublessee, or its
successors or assigns, the Security Deposit shall be deemed to be applied first
to the payment of any Rent due Sublessor for all periods prior to the
institution of such proceedings, and the balance, if any, of the Security
Deposit may be retained or paid to Sublessor in partial liquidation of
Sublessor's damages.

                  (b)      The letter of credit supplied by Sublessee as the
Security Deposit shall be an irrevocable, unconditional, standby letter of
credit in a form substantially similar to the form attached hereto as Exhibit F
and incorporated herein (such letter of credit, together with any renewal or
replacement letters of credit delivered or to be delivered by Sublessee under
this Section, shall be referred to herein collectively as the "Letter of
Credit"). The Letter of Credit shall be issued by a national money center bank
mutually acceptable to Sublessor and Sublessee (the "Issuer"). The final form of
the Letter of Credit and the form of any replacement Letter of Credit shall be
acceptable to Sublessor in its reasonable discretion. The Letter of Credit shall
be for an initial term of not less than twelve (12) months and shall be
maintained in force at all times from issuance through thirty (30) days
following the expiration or earlier termination of this Sublease. If Sublessee
fails to deliver to Sublessor either a replacement Letter of Credit or cash in
the full amount of the Security Deposit required hereunder at least thirty (30)
days prior to the expiration date of an outstanding Letter of Credit, such
failure shall be a default under this Sublease (without the requirement of
notice) entitling Sublessor, in addition to its other

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remedies, to draw down all or part of the current Letter of Credit and to then
hold such cash proceeds as the Security Deposit in accordance with Section 7(a).
Sublessor shall have the right, upon a transfer or assignment of its rights as
landlord under this Sublease and concurrent with the return of the original
Letter of Credit, to require Sublessee to deliver a replacement Letter of Credit
designating Sublessor's successor as the beneficiary, at Sublessor's sole cost
and expense. No draw under the Letter of Credit shall be deemed a waiver of, or
be deemed to have cured, any default by Sublessee under any provision of this
Sublease except to the extent directly applied to cure such default(s).

         8.       USE OF PREMISES. Except as set forth herein and the Consent to
Sublease, Sublessee shall use the Premises for the Permitted Uses and for no
other purpose without the prior written consent of Sublessor and, if required by
the Lease, Landlord. Notwithstanding any other provision hereof, and subject to
any limitations in the Lease, Sublessee shall have access to the Premises on a
seven day a week, twenty four hour a day basis. Sublessee shall additionally
have the right to use the vivarium to be installed or operated within the
Premises without the prior written consent of Sublessor, which Sublessee intends
to construct as part of the Approved Alterations. Sublessee's use of a vivarium,
shall be at all times (i) limited to small animals and (ii) in compliance with
applicable law.

         9.       TERM.

                  (a)      Initial Term. The Initial Term of this Sublease shall
be for a period commencing on the Commencement Date and ending on the Expiration
Date, unless terminated sooner for any reason pursuant to this Sublease. It is
an express condition to the occurrence of the Commencement Date that Sublessor
shall have performed the Sublessor Obligations set forth on Exhibit D to this
Sublease and Landlord shall have completed the Floor Repair. Sublessor agrees to
use commercially reasonable efforts to stay apprised of the progress of the
Floor Repair. Sublessor agrees to provide weekly progress updates regarding the
Sublessor Obligations, and (to the extent Sublessor has been furnished
information by Landlord) of the Floor Repair, so that Sublessee may
appropriately plan its facility requirements. Sublessor shall also periodically
provide Sublessee with an anticipated Commencement Date, updated as required to
reflect the status of the Floor Repair and Sublessor Obligations.

                  (b)      Delay in Delivery. Notwithstanding anything to the
contrary contained herein, if (i) Landlord has not completed all aspects of the
Floor Repair except the installation of vinyl flooring in labs 3022 and 3024 by
August 1, 2003, or (ii) if Sublessor does not deliver the Premises with the
Sublessor Obligations completed by July 1, 2003, then Sublessee shall have the
right to terminate this Sublease by written notice to Sublessor given within
five (5) days after such date. In addition to the foregoing, in the event that
Sublessee has not elected to terminate this Sublease under any of the foregoing
conditions and the Floor Repair has not been completed by October 31, 2003,
either Sublessor or Sublessee may terminate this Sublease by written notice to
the other party within five (5) days after such date. Upon receipt of such
notice, Sublessor shall return any sums previously paid or deposited by
Sublessee and this Sublease shall thereafter terminate and be of no further
force or effect.

                  (c)      Early Occupancy. Sublessee shall have a right of
early occupancy to the Premises upon the mutual execution of this Sublease and
the Consent to Sublease for purposes of

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installing its furniture, cabling and equipment and the Approved Alterations in
order to ready the Premises for its tenancy, provided that Sublessee shall not
conduct any business operations in the Premises prior to the Commencement Date.
Sublessee's early occupancy during such period shall be subject to all the terms
and conditions of this Sublease except that Sublessee shall have no obligation
to pay Base Rent or Additional Rent on account thereof. During any early
occupancy, Sublessee shall reasonably coordinate its activities with any of
Sublessor's or Landlord's repair or other work occurring within the Premises.

         10.      OPTION TO EXTEND INITIAL TERM.

                  (a)      First Extension Term. Subject to the terms and
conditions of this Section 10, Sublessee shall have the right to extend the
Initial Term of this Sublease for a one (1) year period from the Expiration Date
through May 31, 2007 (the "First Extension Term"). The First Extension Term,
together with the Initial Term shall be referred to as the "Term" if:

                           (i)      Sublessor receives notice of exercise
("Renewal Notice") not later than the date that is nine (9) months prior to the
Expiration Date;

                           (ii)     Sublessee is not in default under this
Sublease beyond any applicable cure periods at the time that Sublessee delivers
its Renewal Notice and at the commencement of the First Extension Term; and

                           (iii)    This Sublease has not been assigned by
Sublessee and not more than seventy-five percent (75%) of the Premises has been
further sublet by Sublessee prior to the date upon which Sublessee delivers its
Renewal Notice.

                           Base Rent for the First Extension Term shall be [*]
($[*]) per month, and shall be payable in addition to Additional Rent. Base Rent
and Additional Rent for the First Extension Term shall be payable on the same
terms as such items are payable under this Sublease during the Initial Term.
Promptly after Sublessee provides the Renewal Notice, the parties shall enter
into an amendment to this Sublease to extend the Expiration Date to May 31, 2007
and set forth the Base Rent as provided in this Section 10(a).

                  (b)      Second Extension Term. Subject to the terms and
conditions of this Section 10, Sublessee shall have the right to extend the Term
of this Sublease through the balance of the term of the Master Lease, which
expiration date Sublessor hereby represents is November 13, 2010 (the "Second
Extension Term"). The Second Extension Term, together with the First Extension
Term and Initial Term shall be referred to as the "Term" if:

                           (i)      Sublessee has exercised the right to extend
the Initial Term for the First Extension Term pursuant to Section 10(a);

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                           (ii)     Sublessor receives notice of exercise
("Second Renewal Notice") not later than the date that is nine (9) months prior
to the Expiration Date as amended by Section 10(a);

                           (iii)    Sublessee is not in default under this
Sublease beyond any applicable cure periods at the time that Sublessee delivers
its Second Renewal Notice and at the commencement of the Second Extension Term;
and

                           (iv)     This Sublease has not been assigned by
Sublessee and not more than seventy-five percent (75%) of the Premises has been
further sublet by Sublessee prior to the date upon which Sublessee delivers its
Second Renewal Notice.

                           Base Rent during the first year of the Second
Extension Term shall be the greater of (i) [*] of the Base Rent during the
immediately preceding year or (ii) fair market rent. Commencing on the first
anniversary of the Second Extension Term, and annually thereafter, Base Rent
shall be increased to equal [*]% of the Base Rent during the immediately
preceding year. Base Rent and Additional Rent for the Second Extension Term
shall be payable on the same terms as such items are payable under this Sublease
during the Initial Term and First Extension Term.

                           For purposes hereof, "fair market rent" shall mean
the effective base rental rates (including periodic adjustments to such base
rental rates) then being received for premises of similar size and quality to
the Premises, located in industrial parks in the South San Francisco area which
are similar in size and quality to the Project, leased for terms of
approximately equal length to the Term, and otherwise subject to leases
containing substantially similar terms as those contained in this Sublease.
Notwithstanding the foregoing, "fair market rent" shall not include any rental
value attributable to improvements, alterations, fixtures, equipment, and
personal property installed in the Premises at Sublessee's expense.

                           Not more than six months nor less than three months
prior to the commencement of the Second Extension Term, Sublessor and Sublessee
shall meet and attempt in good faith to determine and mutually agree upon the
Base Rent to be paid during the Second Extension Term pursuant to this Section
10(b). If, 60 days prior to the commencement of the Second Extension Term, the
parties have not reached agreement, each party shall appoint an Appraiser
(hereinafter defined) and shall give notice to the other party of the identity
of the Appraiser no later than 50 days prior to the commencement of the Second
Extension Term. For purposes hereof, "Appraiser" means a real estate broker or
MAI designated appraiser, in either case with not less than 5 years of full time
commercial appraisal or brokerage experience in the South San Francisco area and
with no prior business dealings with the party appointing such Appraiser.

                           If either party fails to timely appoint an Appraiser,
the sole Appraiser appointed shall determine the Base Rent based on the criteria
described above. If two Appraisers are appointed, they shall immediately meet
and attempt to agree upon such Base Rent. If they

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are unable to do so within 15 days after their first meeting, they shall jointly
appoint a third Appraiser and the third Appraiser shall make such determination
within 10 days of his/her appointment. If the two Appraisers are unable to agree
upon such third Appraiser, either party may petition the Presiding Judge of the
Superior Court of the City and County of San Francisco to appoint such third
Appraiser.

                           The determination of Base Rent as provided herein
shall be binding upon the parties hereto. Promptly upon such determination, the
parties shall execute an amendment specifying the Base Rent payable during the
Second Extension Term and to extend the Expiration Date to November 13, 2010.

         11.      ASSIGNMENT AND SUBLETTING.

                  (a)      Approval Required. Sublessee's right to assign this
Sublease or sublease the Premises shall be subject to all of the terms and
conditions of the Lease, except that Sublessee shall also obtain Sublessor's
prior written consent, which consent shall not be unreasonably withheld,
conditioned or delayed.

                  (b)      Bonus Rent. In the event that Sublessor has consented
to an assignment or subletting by Sublessee, Sublessor shall be entitled to
receive: (i) in the case of a subletting, [*] percent ([*]%) of all rent
(however denominated and paid) payable by the sub-sublessee to Sublessee in
excess of that payable by Sublessee pursuant to the provisions of this Sublease,
and (ii) in the case of an assignment, [*] percent ([*]%) of all rent (however
denominated and paid) payable by the assignee to Sublessee in excess of that
payable by Sublessee pursuant to the provisions of this Sublease. For the
purposes of this Section 11(b), the term "rent" shall mean all consideration
paid or given, which are not for a part of Sublessee's Property (as defined in
Section 19), directly or indirectly, for the use of the Premises or any portion
thereof. In computing the amount payable to Sublessor, Sublessee may deduct from
the rent and consideration all reasonable and customary expenses directly
incurred by Sublessee attributable to the assignment or sublease, including, but
not limited to, brokerage fees, legal fees and any tenant improvements and any
free rent or other rent concessions made for the benefit of any subtenant.
"Sublet" and "sublease" shall include a sublease as to which Sublessee is
sublessor and any sub-sublease or other sub-subtenancy, irrespective of the
number of tenancies and tenancy levels between the ultimate occupant and
Sublessor, as to which Sublessee receives any consideration, as defined in this
subsection. Any rent or other consideration which is to be passed through to
Sublessor by Sublessee pursuant to this subsection shall be paid to Sublessor
within thirty (30) days after receipt by Sublessee and shall be paid in cash,
irrespective of the form in which received by Sublessee from any sub-subtenant
or assignee. The provisions of this Section 11 shall not apply to any sublease
to any entity which controls, is controlled by, or is under common control with
Sublessee; to any entity which results from a merger, reorganization of or
consolidation with Sublessee; to any entity engaged in a joint venture with
Sublessee; or to any entity that acquires all or substantially all of the stock
or assets of Sublessee as a going concern with respect to the business being
conducted in the Premises (each, a "Permitted

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Transfer"). Sublessor's consent shall not be required for any Permitted Transfer
and Sublessor shall have no right to any sums or other economic consideration
resulting from any Permitted Transfer.

         12.      DAMAGE AND DESTRUCTION. In the event of damage or destruction
to the Premises or the Building, each party agrees to forward to the other,
within twenty-four (24) hours of receipt, a copy of each notice received from,
or given to, Landlord in connection therewith. If the Premises or the Building
are damaged or destroyed by fire or other casualty and Landlord undertakes to
repair the same pursuant to the Lease, this Sublease shall remain in full force
and effect subject to the terms and conditions of the Lease, except that if the
rent payable under the Lease is reduced as a result of such damage or
destruction, Sublessee shall be entitled to a proportionate reduction of Base
Rent and Additional Rent payable hereunder while such repairs are being made. If
the Premises or the Building are damaged to an extent that Landlord has a right
to terminate the Lease, and Landlord in fact terminates the Lease, this Sublease
shall terminate. Except as provided in the Lease, Landlord and Sublessor shall
not be required to repair any injury or damage by fire or other cause to the
property of Sublessee, or to make any repairs or replacements of any paneling,
decoration, railings, floor coverings or any additions or improvements installed
on the Premises by Sublessee.

         13.      EMINENT DOMAIN. If, due to any taking or appropriation of all
or a part of the Premises or the Building, Landlord exercises its right to
terminate the Lease, this Sublease shall terminate. If part of the Premises
shall be so taken or appropriated and this Sublease shall not be terminated as
provided herein, then the rent thereafter to be paid hereunder shall be
equitably reduced, as provided in the Lease.

         14.      HAZARDOUS MATERIALS. Sublessee shall strictly comply with all
covenants regarding Hazardous Materials contained in the Lease, including
without limitation, the following:

                  (a)      Sublessee agrees that during its use and occupancy of
the Premises it will (1) not (A) permit Hazardous Materials to be present on or
about the Premises except in a manner and quantity necessary for ordinary
performance of Sublessee's business or (B) release, discharge or dispose of any
Hazardous Materials on, in, at, under, or emanating from, the Premises, the
Building or the Project; (2) comply with all Environmental Laws relating to
Sublessee's use of Hazardous Materials in, on or about the Premises and not
engage or permit its agents to engage in any activity in, on or about the
Premises in violation of any Environmental Laws; and (3) immediately notify
Sublessor of (A) any inquiry, test, investigation or enforcement proceeding by
any governmental agency or authority against Sublessee, Sublessor, Landlord or
the Premises, Building or Project relating to any Hazardous Materials or under
any Environmental Laws or (B) the occurrence of any event or existence of any
condition that would cause a breach of any of the covenants set forth in this
Section 14.

                  (b)      If Sublessee's use of Hazardous Materials on or about
the Premises results in a release, discharge or disposal of Hazardous Materials
on, in, at, under or emanating from, the Premises, the Building or the Project,
Sublessee agrees to investigate, clean up, remove or remediate such Hazardous
Materials in full compliance with (1) the requirements of (A) all Environmental
Laws and (B) any governmental agency or authority responsible for the

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enforcement of Environmental Laws; and (2) any additional requirements of
Landlord that are reasonably necessary to protect the value of the Premises, the
Building or the Project.

                  (c)      Sublessee shall surrender the Premises to Landlord
upon the expiration or earlier termination of this Lease free of debris, waste
or Hazardous Materials placed on, about or near the Premises by Sublessee or
Sublessee's agents, and in a condition that complies with (i) all Environmental
Laws relating to Hazardous Materials placed on, about or near the Premises by
Sublessee or Sublessee's agents and (ii) any additional requirements of Landlord
that are reasonably necessary to protect the value of the Premises, the Building
or the Project, including, without limitation, the obtaining of any closure
permits or other governmental permits or approvals related to Sublessee's use of
Hazardous Materials in or about the Premises. Sublessee's obligations and
liabilities pursuant to the provisions of this Section 14 shall survive the
expiration or earlier termination of this Sublease.

         Sublessor hereby represents and warrants that Sublessor has complied
with Section 32 of the Lease in all respects, and that in vacating the Premises
for Sublessee's use and occupancy, it has complied with all requirements of
Section 32(h) of the Lease as if such vacation were a surrender of the Premises
to Landlord.

         15.      ENTRY BY SUBLESSOR. Subject to the requirements of the Master
Lease and any security measure of Sublessee, Sublessor reserves and shall at any
and all times (within ordinary business hours, except in the case of emergency)
upon not less than 48 hours' notice have the right to enter the Premises to
inspect the same, to post notices of nonresponsibility, or (during the last nine
(9) months of the Term) to show the Premises to prospective subtenants, or in
the event of Sublessee's default with respect thereto, to perform any obligation
of Sublessor as Tenant under the Lease relating to the use, maintenance or
repair of the Premises. In the event that Sublessee shall not provide Sublessor
with a key to the Premises, Sublessee waives any claims for damages resulting
directly from Sublessor's use of force to enter the Premises in the event of an
emergency. Sublessee waives any claim for damages for any injury or
inconvenience to or interference with Sublessee's business, any loss of
occupancy or quiet enjoyment of the Premises, and any other loss occasioned by
such entry, except to the extent caused by the negligence of Sublessor, its
agents or employees, provided that the entrance to the Premises shall not be
blocked thereby and further provided that the business of Sublessee shall not be
interfered with unreasonably. Except in the case of emergency, Sublessor shall
give Sublessee reasonable prior notice of any intended entry of the Premises by
Sublessor, and shall obtain the permission of an officer of Sublessee (which
permission shall not be unreasonably withheld). Sublessee shall have the right
to have a representative present during any entry into the Premises. Any entry
to the Premises by Sublessor pursuant to this Section 15 shall not under any
circumstances be construed or deemed to be a forcible or unlawful entry into or
a detainer of the Premises or an eviction of Sublessee from the Premises or any
portion thereof.

         16.      INDEMNIFICATION.

                  (a)      Sublessee shall hold Sublessor, and its subsidiaries,
affiliates, directors, officers, agents, contractors, servants, employees and
licensees (hereinafter "indemnitees") harmless from and shall indemnify and
defend indemnitees against any and all damages, claims or liability arising from
(i) any breach or default in the performance of any obligation of

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Sublessee hereunder, or (ii) any injury or damage to any person or property
occurring in, on or about the Premises, except where indemnified by Sublessor
under clause (ii) of Section 16(b) below, and except, in the case of both clause
(i) and (ii) above, to the extent such liability arises from the gross
negligence or willful misconduct of indemnitees or from the floor condition
described in Section 3(c) or Landlord's performance of the Floor Repair.

                  (b)      Sublessor shall hold Sublessee, and its subsidiaries,
affiliates, directors, officers, agents, contractors, servants, employees and
licensees (hereinafter "indemnitees") harmless from and shall indemnify and
defend indemnitees against any and all damages, claims or liability (i) arising
from any breach or default in the performance of any obligation of Sublessor
hereunder, and (ii) for any injury or damage to any person or property occurring
in, on or about the Building or any part thereof when such injury or damage
shall be caused by the act, neglect, default, or omission of any duty with
respect to the same by Sublessor, its agents, employees or invitees, except to
the extent such liability arises from the gross negligence or willful misconduct
of indemnitees; and from and against all costs, counsel fees, expenses and
liabilities incurred in or in connection with any such claim or any action or
proceeding brought thereon.

                  (c)      Sublessor represents to Sublessee that the Lease is
in full force and effect, and except with respect to the floor condition
described in Section 3(c) of this Sublease, that no default or event that, with
the passing of time or the giving of notice or both, would constitute a default,
exists on the part of Sublessor, or, to Sublessor's knowledge, Landlord.
Sublessor agrees to use commercially reasonable efforts to maintain the Lease in
full force and effect, except to the extent that any failure to maintain the
Lease is due to the failure of Sublessee to comply with any of its obligations
under this Sublease or a failure by any other sublessee or assignee of Sublessor
to comply with its obligations under the applicable sublease or assignment.
Sublessor shall not amend or modify the Lease in such a manner as to materially
adversely affect Sublessee's use of the Premises or increase the obligations or
decrease the rights of Sublessee hereunder, without the prior written consent of
Sublessee, which may be granted or withheld at Sublessee's sole discretion.

         17.      BROKERS. Sublessor and Sublessee each represents to the other
that it has dealt with no brokers in connection with this Sublease other
Sublessor's broker, CB Richard Ellis/Kenmark Commercial, and Sublessee's broker,
BT Commercial. Each of Sublessor and Sublessee shall indemnify, defend, and hold
the other harmless from and against any costs, expenses, liability, loss or
damage arising out of or relating to the falsity of the foregoing
representation. Sublessor agrees to pay all brokerage fees and commissions
payable to BT Commercial with respect to this Sublease in accordance with the
provisions of a separate commission contract.

         18.      SURRENDER. Sublessee agrees that on the last day of the Term,
or on the sooner termination of this Sublease, Sublessee shall surrender the
Premises to Sublessor (i) in the same condition as received, normal wear and
tear and damage from casualty excepted, and (ii) otherwise in accordance with
Paragraph 32(h) of the Lease. Normal wear and tear shall not include any damage
or deterioration that would have been prevented by proper maintenance by
Sublessee, or Sublessee otherwise performing all of its obligations under this
Sublease. On or before the expiration or sooner termination of this Sublease,
Sublessee shall, in accordance with

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this Section 18, and at Sublessee's sole cost and expense, remove, and repair
any damage cause by such removal, (A) all of Sublessee's Property and
Sublessee's signage from the Premises, the Building and the Project and (B) all
tenant improvements and alterations required to be removed pursuant to Section
3(b) of this Sublease. Any of Sublessee's Property not so removed by Sublessee
as required herein shall be deemed abandoned and may be stored, removed, and
disposed of by Sublessor at Sublessee's expense, and Sublessee waives all claims
against Sublessor for any damages resulting from Sublessor's retention and
disposition of such property; provided, however, that Sublessee shall remain
liable to Sublessor for all costs incurred in storing and disposing of such
abandoned property of Sublessee. All Approved Alterations and other alterations
to the Premises except those which Sublessee is required to remove pursuant to
Section 3(b) of this Sublease shall remain the property of Sublessor or
Landlord. If the Premises are not surrendered at the end of the Term or sooner
termination of this Sublease, and in accordance with the provisions of this
Section 18 and Paragraph 32(h) of the Lease, Sublessee shall indemnify, defend
and hold Sublessor harmless from and against any and all loss or liability
resulting from delay by Sublessee in so surrendering the Premises including,
without limitation, any loss or liability resulting from a claim made against
Sublessor made by any succeeding sublessee or prospective sublessee founded on
or resulting from such delay and losses to Sublessor due to lost opportunities
to sublease any portion of the Premises to any such succeeding sublessee or
prospective sublessee, together with, in each case, actual attorneys' fees and
costs.

         19.      LANDLORD WAIVER. Sublessor waives any and all rights, title
and interest Sublessor now has, or hereafter may have, whether statutory or
otherwise, to Sublessee's inventory, equipment (except Approved Alterations),
furnishings, trade fixtures, books and records, personal property, accounts,
goodwill, intangible personal property associated with Sublessee's business, and
Sublessee improvements paid for by Sublessee located at the Premises (singly
and/or collectively, the "Sublessee's Property"). Sublessor acknowledges that
Sublessor has no lien, right, claim, interest or title in or to the Sublessee's
Property. Sublessor further agrees that Sublessee have the right, at its
discretion, to mortgage, pledge, hypothecate or grant a security interest in the
Sublessee's Property as security for its obligations under any equipment lease
or other financing arrangement related to the conduct of Sublessee's business at
the Premises. Sublessor further agrees to reasonably cooperate with Sublessee in
connection with any such lease or financing arrangement by executing and
delivering any documentation reasonably required to be executed by Sublessor,
and any real estate consent or waiver forms submitted by any vendors, equipment
lessors, chattel mortgagees, or holders or owners of the Sublessee's Property
setting forth, inter-alia that Sublessor waives, in favor of such party any
superior lien, claim, interest or other right therein. The Sublessee's Property
shall not become the property of Sublessor or Landlord or a part of the realty
no matter how affixed to the Premises and may be removed by Sublessee or any
equipment lessors at any time and from time to time during the entire term of
this Sublease. Sublessee shall promptly repair any damage caused by the removal
of such property, whether effected by Sublessee or any equipment lessors.

         20.      SUBROGATION. The waiver of subrogation provisions set forth in
Section 17 of the Lease shall be deemed a three-party agreement binding among
and inuring to the benefit of Sublessee, Sublessor and Landlord, by reason of
its consent to this Sublease.

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         21.      FF&E AGREEMENT. Any default in payment by Sublessee within
five (5) business days of written demand therefor by Sublessor under the FF&E
Agreement shall constitute a default under this Sublease.

         22.      MISCELLANEOUS.

                  (a)      Entire Agreement. This Sublease, together with its
Exhibits, constitutes the entire agreement of Sublessor and Sublessee with
respect to the matters described herein, and shall supersede all prior
correspondence, agreements and understandings concerning such matters, whether
oral or written. No addition to, or amendment or modification of, any term or
provision of this Sublease shall be effective unless set forth in writing and
signed by Sublessor and Sublessee.

                  (b)      Authority. Each individual executing this Sublease on
behalf of either party represents and warrants that he or she is duly authorized
to execute and deliver this Sublease on behalf of such party.

                  (c)      Attorneys' Fees. If either party commences an action
against the other party arising out of or in connection with this Sublease, or
for interpretation of any of its provisions, the prevailing party shall be
entitled to recover its costs and expenses, including reasonable attorneys' fees
and court costs, from the other party. In addition, if either Sublessor or
Sublessee becomes a party to any action concerning this Sublease or the Premises
solely by reason of the neglect or omission of any duty by the other party, the
party subjected to such action without fault shall be entitled to reimbursement
for any and all reasonable attorneys' fees and costs.

                  (d)      Captions. All captions and headings in this Sublease
are for the purposes of reference and convenience and shall not limit or expand
the provisions of this Sublease.

                  (e)      Counterparts. This Sublease may be executed in one or
more counterparts, each of which shall constitute an original, and all of which
shall constitute a single agreement.

                  (f)      Conflicts. In the event of any conflict between this
Sublease and the Lease, as between Sublessor and Sublessee the terms and
conditions of this Sublease shall control.

Redacted

                                       19

<PAGE>

                  IN WITNESS WHEREOF, Sublessor and Sublessee have executed this
Sublease on the dates set out below.

SUBLESSOR:                                      SUBLESSEE:

COULTER PHARMACEUTICAL, INC.,                   CORGENTECH, INC.,
a Delaware corporation                          a Delaware corporation

By: /s/ Steven Gillis                           By: /s/ [illegible on original]
    _______________________________                 ___________________________

Title: President                                Title: VP & CFO

Date: 5/15/03                                   Date: 5/15/03


Redacted

                                       20

<PAGE>

                                    EXHIBIT A

                                      LEASE

                  [Exhibit 10.17 to Annual Report on Form 10-K
             for Coulter Pharmaceutical, Inc. filed March 27, 1998]

Redacted

<PAGE>

                                    EXHIBIT B

                                    PREMISES

                              [Drawing of Premises]

Redacted

<PAGE>

                                    EXHIBIT C

                                      FF&E

<TABLE>
<CAPTION>
----------------------------------------------------------------------------
               Item description                                        Total
----------------------------------------------------------------------------
<S>    <C>                                                             <C>
 1     18" wide tall cabinet (W)                                          8
----------------------------------------------------------------------------
 2     2' wide tall cabinet (W)                                          35
----------------------------------------------------------------------------
 3     3' wide bookshelf (W)                                              6
----------------------------------------------------------------------------
 4     4' overhead with lights (W)                                        2
----------------------------------------------------------------------------
 5     6' 6" overhead with lights (W)                                     6
----------------------------------------------------------------------------
 6     7' overhead with lights (W)                                        8
----------------------------------------------------------------------------
 7     7' 6" overhead with lights (W)                                    40
----------------------------------------------------------------------------
 8     8' overhead with lights (W)                                        3
----------------------------------------------------------------------------
 9     9' 6" overhead with lights (W)                                     1
----------------------------------------------------------------------------
10     7' table w/ 4' 2" file cabinets (W)                                3
----------------------------------------------------------------------------
11     7' 6" table w/ 4' 2" file cabinets (W)                            39
----------------------------------------------------------------------------
12     4' wide Pinboard                                                   2
----------------------------------------------------------------------------
13     6' 6" wide Pinboard                                                3
----------------------------------------------------------------------------
14     7' wide Pinboard                                                   9
----------------------------------------------------------------------------
15     7' 6" wide Pinboard                                               39
----------------------------------------------------------------------------
16     8' wide Pinboard                                                   3
----------------------------------------------------------------------------
17     9' 6" wide Pinboard                                                1
----------------------------------------------------------------------------
18     3' 5" side table (W)                                              43
----------------------------------------------------------------------------
19     3' side table with drawers (W)                                     1
----------------------------------------------------------------------------
20     4' side table (W)                                                  2
----------------------------------------------------------------------------
21     4' side table with drawers                                        23
----------------------------------------------------------------------------
22     4' 9" wide low double file cabinet (w)                             4
----------------------------------------------------------------------------
23     5' desk with drawers (W)                                           4
----------------------------------------------------------------------------
24     5' 6" desk with drawers (W)                                       49
----------------------------------------------------------------------------
25     6' desk with drawers (W)                                           4
----------------------------------------------------------------------------
26     3' Corner work surface (W)                                         8
----------------------------------------------------------------------------
27     42" diameter round table (W)                                       7
----------------------------------------------------------------------------
28     2' 11" wide low filing cabinet (W)                                 3
----------------------------------------------------------------------------
29     9' credenza with bookshelf on top                                  1
----------------------------------------------------------------------------
30     5'x8' curved work surface (cubicle)                               56
----------------------------------------------------------------------------
31     6' work surface (cubicle)                                          4
----------------------------------------------------------------------------
32     4' work surface (cubicle)                                         45
----------------------------------------------------------------------------
33     15" file/file (cubicle)                                           47
----------------------------------------------------------------------------
34     15" box/box/ file (cubicle)                                       58
----------------------------------------------------------------------------
35     3' lateral filing cabinet (cubicle)                               47
----------------------------------------------------------------------------
36     4' wide overhead w/ lights (cubicle)                              57
----------------------------------------------------------------------------
37     30" tall cabinet (cubicle)                                        39
----------------------------------------------------------------------------
38     48"x72" tables (W)                                                 2
----------------------------------------------------------------------------
39     3' x 6' tables (W)                                                 3
----------------------------------------------------------------------------
40     5' x 30" tables (W)                                                1
----------------------------------------------------------------------------
41     48"x78" tables (W)                                                 3
----------------------------------------------------------------------------
42     4' x 4 tables (W)                                                  8
----------------------------------------------------------------------------
</TABLE>

Redacted

<PAGE>

<TABLE>
<S>    <C>                                                             <C>
43     5' x 5' tables (W)                                                 2
----------------------------------------------------------------------------
44     5' x 6' tables (W)                                                 2
----------------------------------------------------------------------------
45     21" wide file cabinet (M)                                          2
----------------------------------------------------------------------------
46     18" wide 2 drawer Fire King                                        1
----------------------------------------------------------------------------
47     31" wide 4 drawer lateral file cabinet                             4
----------------------------------------------------------------------------
48     3' wide 3 drawer lateral file cabinet                              1
----------------------------------------------------------------------------
49     37" wide 2 drawer Fire King                                        1
----------------------------------------------------------------------------
50     42" 4 drawer Fire King                                             1
----------------------------------------------------------------------------
51     42" wide 4 drawer file cabinet (M)                                15
----------------------------------------------------------------------------
52     42" wide 2 drawer cabinet (M)                                     13
----------------------------------------------------------------------------
53     57" wide 2 drawer file cabinet (W)                                 3
----------------------------------------------------------------------------
54     36" wide short file cabinet (M)                                    1
----------------------------------------------------------------------------
55     3' x 3' 5" shelves (M)                                             3
----------------------------------------------------------------------------
56     Shred-it                                                           1
----------------------------------------------------------------------------
57     15 1/2" wide rolling file cabinet (W)                              1
----------------------------------------------------------------------------
58     16" wide file tall cabinet (M)                                     1
----------------------------------------------------------------------------
59     16" wide file short cabinet (M)                                    2
----------------------------------------------------------------------------
60     4' wide x 5' 11" tall black book shelf (M)                         1
----------------------------------------------------------------------------
61     34 1/2" x71" shelving (M)                                          1
----------------------------------------------------------------------------
62     20'x20'x 241/2' shelf w/ door (M)                                  1
----------------------------------------------------------------------------
63     11'x13'x47' shelf (M)                                              1
----------------------------------------------------------------------------
64     Xerox Copier                                                       1
----------------------------------------------------------------------------
65     7' tall x 42" wide book shelf                                      1
----------------------------------------------------------------------------
66     80" tall x32" wide book shelf                                      1
----------------------------------------------------------------------------
67     71" tall x35" wide book shelf                                      2
----------------------------------------------------------------------------
68     7' tall x 4' wide black book shelf                                 1
----------------------------------------------------------------------------
69     34 1/2" x 41" book shelf (M)                                       5
----------------------------------------------------------------------------
70     34" x 59" white book shelf (M)                                     1
----------------------------------------------------------------------------
71     5' x 2' 6" rolling table (W)                                       2
----------------------------------------------------------------------------
72     35" diameter table (Plywood)                                       1
----------------------------------------------------------------------------
73     17'x22'x16' Safe                                                   1
----------------------------------------------------------------------------
74     36x72x18 tall cabinet with doors (M)                               1
----------------------------------------------------------------------------
75     42'x53'x19' file cabinet (M)                                       1
----------------------------------------------------------------------------
76     Guest Chairs                                                     242
----------------------------------------------------------------------------
77     Office Chairs                                                    100
----------------------------------------------------------------------------
78     Breakroom Chairs                                                  31
----------------------------------------------------------------------------
80     3' wide drawing board                                              3
----------------------------------------------------------------------------
81     4' wide drawing board                                             16
----------------------------------------------------------------------------
82     5' wide drawing board                                              4
----------------------------------------------------------------------------
83     6' wide drawing board                                              4
----------------------------------------------------------------------------
84     8' wide drawing board                                              1
----------------------------------------------------------------------------
</TABLE>

Redacted

<PAGE>

                                    EXHIBIT D

                              SUBLESSOR OBLIGATIONS

Sublessor shall perform the repair, construction and improvement items listed in
this Exhibit D in a good and workmanlike manner, at its sole cost and expense,
prior to the Commencement Date (collectively, the "Sublessor Obligations").
Sublessor shall use commercially reasonable efforts to perform the Sublessor
Obligations on or before June 1, 2003, but in no event later than July 1, 2003.

1.       Sublessor shall coordinate Sublessor's activities with respect to the
Sublessor Obligations with those activities of Landlord in performing the Floor
Repair. Sublessor shall require Landlord to perform the Floor Repair (both with
respect to performance of work and materials used) in compliance with all
applicable laws, codes and regulations.

2.       Sublessor shall perform a systems start-up sanitization of the RO/DI
system within the Premises to the reasonable satisfaction of Sublessee.

3.       Sublessor shall repair the HVAC equipment on the roof of the Building
to cause the same to be in good condition and repair.

4.       Sublessor shall repair the roof membrane and structure to a good,
leak-proof condition.

5.       Sublessor shall obtain a new or renewed elevator permit in the Building
and perform any repairs required by any governmental authority to obtain such
permit.

6.       Sublessor shall arrange for an inspection and certification, by an
appropriate testing service, of the existing fume hoods and biosafety cabinets
in the Premises that the same meet CALOSHA requirements and shall perform any
repairs required to obtain the certification.

7.       Sublessor shall repair the glass washer, steam boiler and autoclave to
good working order and repair.

Redacted

<PAGE>

                                    EXHIBIT E

                              APPROVED ALTERATIONS

A.       First Floor:

         1.       Lobby (Room 3000)/Conference Room (Room 3002) Remodel - the
                  renovations will create a stand alone lobby and small adjacent
                  conference room. The modifications will maintain the security
                  barrier and will provide seating for several visitors and the
                  receptionist. In addition, the floor finishes in the corridor
                  adjacent to the Lobby will be modified as a directional aid
                  for visitor's going to the second floor.

                  Reference Attached: Sketch 1A (2/3/03) and Sketch 1B (2/3/03)

         2.       Vivarium renovations (Labs 3022, 3024, 3018, 3012).

                  Reference Attached: Sketch 2A (2/3/03)

         3.       Removal of 2-3 fume hoods from Labs 3026, 3028, 3032, 3034.

                  Reference Attached: Sketch 3A (2/23/03)

B.       Second Floor

         1.       Conference Room Remodel (Rooms 4005, 4139, 4141)

                  Reference Attached: Sketch 4A (2/23/03) and Sketch 4B
                  (2/7/03)s

         2.       Replacement of three closed offices (4001, 4002, 4003) with
                  cubicles.

                  Reference Attached: Sketch 4A (2/23/03)

         3.       Remove cubicle furniture from the Central Copy Room 4053 for
                  use as a copy/storage room.

                  Reference Attached: Sketch 4A (2/23/03)

         4.       Remove the high density storage racks in the Library.
                  Additionally, we may elect to install a FM200 system for this
                  area to provide dry fire suppression for the storage of
                  regulatory documents.

                  Reference Attached: Sketch 4A (2/23/03)

         5.       Installation of additional furniture in several of the closed
                  offices to accommodate two employees. Exact number to be
                  determined.

C.       Misc

Redacted

<PAGE>

         1.       Installation of an exterior sign above the Lobby entrance. The
                  sign will be mounted to the exterior wall.

         2.       Installation of security controls for a stand alone security
                  system.

Redacted

<PAGE>

                                   EXHIBIT E-1

                        DRAWINGS OF APPROVED ALTERATIONS

                       [Drawings of Approved Alterations]

Redacted

<PAGE>

                                    EXHIBIT F

                              LETTER OF CREDIT FORM

Letter of Credit No. ______________                   Date: ______________, 200_

                                                 Issuer:________________________
                                                        ________________________
                                                        ________________________
                                                        ________________________

                                                 Date of Issue: _________, 200__

Beneficiary:                                     Applicant:
Coulter Pharmaceutical, Inc.,                    Corgentech, Inc.
a Delaware corporation                           a _____________ corporation

_______________________________                  _______________________________

_______________________________                  _______________________________

_______________________________                  _______________________________

         Re:      Irrevocable Standby Letter of Credit No. __________
                  $450,000

Ladies and Gentlemen:

         We hereby establish this clean, unconditional irrevocable standby
Letter of Credit No. _________ in your favor, for account of Corgentech, Inc.,
effective immediately in the amount of USD______________________________Dollars
($_______________ U.S. Dollars) available by your draft(s) at sight when
accompanied by a statement as follows purportedly signed by an officer of
Beneficiary:

         "The undersigned, being an authorized representative of Coulter
Pharmaceutical, Inc., hereby certifies that Corgentech, Inc. has defaulted
beyond applicable notice and cure periods under that certain Sublease Agreement
dated ______________________ __, 200__, between Coulter Pharmaceutical, Inc. and
Corgentech, Inc., and that Coulter Pharmaceutical, Inc. is entitled to draw upon
this Letter of Credit No. ______________ pursuant to the Sublease."

         This Letter of Credit expires at our close of business on______________
___, 200__, which is one year after the date hereof, subject to automatic
extension as provided below.

         Partial drawings are permitted.

         This Letter of Credit is transferable successively in its entirety only
up to the then available amount in favor of any nominated transferee that is the
successor in interest to Beneficiary or is the new owner of certain stated
property ("Transferee"), assuming such transfer to such Transferee would be in
compliance with then applicable laws and regulations, including

Redacted

<PAGE>

but not limited to the regulations of the U.S. Department of Treasury and U.S.
Department of Commerce. At the time of transfer, the original Letter of Credit
and original Amendment(s), if any, must be surrendered to us together with our
Letter of Transfer documentation (in the form of Annex A attached hereto).

         It is a condition of this Letter of Credit that it shall be deemed
automatically extended without amendment for one year periods from the
expiration date hereof, or any future expiration date, but not beyond [sixty
(60) days after expiration of the Term of the Sublease], unless at least 45
(forty-five) days prior to any expiration date we shall notify you by courier
service or certified mail (return receipt requested) that we elect not to
consider this Letter of Credit renewed for any such additional period.

         All drafts drawn under this credit must be marked "Drawn under
_________________ Letter of Credit No. ________________."

         This credit is subject to the Uniform Customs and Practice for
Documentary Credits (1993 Revision), International Chamber of Commerce,
Publication No. 500.

         This original Letter of Credit and all amendments thereto must be
submitted to us together with any drawings hereunder for our endorsement of any
payments effected by use and/or for cancellation. Our obligation under this
Letter of Credit is unconditional and is not dependent on our ability to perfect
a lien, security interest or any other reimbursement.

         We engage with you that each draft drawn under and in compliance with
the terms of this Letter of Credit will be duly and unconditionally honored on
delivery of the documents as specified if presented at this office on or before
_____________________, 200__ or any automatically extended date.

                                                Yours very truly,

                                                Authorized Signature

Redacted

<PAGE>

                                     ANNEX A

                               TO LETTER OF CREDIT

Bank and Bank Address

Attention: Manager, Letter of Credit Department             Date: ______________

Re: Bank Irrevocable Letter of Credit No. __________

Gentlemen:

         For value received, the undersigned beneficiary hereby irrevocably
transfers to the following (the "Transferee")

         (Name of Transferee)
         (Address of Transferee)

all rights of the undersigned beneficiary to draw under the above Letter of
Credit in its entirety.

         By this transfer, all rights of the undersigned beneficiary in the
Letter of Credit are transferred to the Transferee. The Transferee shall have
the sole rights as beneficiary thereof, including sole rights relating to any
extensions of the Expiration Date thereof, or other amendments, and whether such
amendments now exist or are made after the date hereof. All amendments of the
Letter of Credit are to be advised directly to the Transferee without necessity
of a consent of or notice to the undersigned beneficiary.

         The original of such Letter of Credit is returned herewith, and in
accordance therewith you are to promptly endorse the transfer on the reverse
thereof, and forward it directly to the Transferee with your customary notice of
transfer.

                                Very Truly Yours,

                                                  By: __________________________
                                                          Authorized Officer

Redacted

</TEXT>
</DOCUMENT>
