EXHIBIT 10.65

LEASE AGREEMENT

THIS LEASE AGREEMENT is made this 12th day of June 2003, between GRA Associates Limited, L.L.C., an Ohio limited liability company, doing business in North Carolina as GRA Durham Associates Limited, L.L.C. (“Landlord”), and the Tenant named below.

Tenant:

Gilead Sciences, Inc., a Delaware corporation

Tenant’s representative,
address and telephone/fax no.:

John Sung

333 Lakeside Drive, Foster City, CA 94404 (650) 522-5833 / (650) 522-5455 (fax)

Premises:

University Place IV and V (consisting of approximately 100,126 total rentable square feet);allocated as follows, approximately 51,302 rentable square feet located at 4611 University Drive and approximately 48,824 rentable square feet located at 4615 University Drive, Durham, North Carolina (collectively referred to herein as the “Buildings” or each individually as the “Building”) as shown in Exhibit A attached hereto and incorporated by reference.

Lease Term:

Beginning on the Commencement Date and ending on the last day of the seventy-second (72^nd) full calendar month thereafter, plus two (2) seven (7) year options to renew as set forth in Addendum One, Section 9 below.

Commencement Date:

October 1, 2003

Initial Monthly Base Rent:

$120,985.58

[See Addendum One, Section I as to Rent Schedule]

Initial Estimated Monthly Operating Expense Payments:

(estimates only and subject to adjustment to actual costs and expenses according to the

provisions of this Lease)

Utilities:

Tenant’s responsibility [See Paragraph 7]

Common Area Charges:

11,597.93

Taxes:

Tenant’s responsibility [See Paragraph 8]

Insurance:

3,003.78

Others:

0.00

Initial Estimated Monthly Operating Expense Payments:

Total:

14,601.71

Initial Monthly Base Rent and Operating Expense Payments:

135,587.29

Security Deposit:

N/A

Broker:

Craig Davis Properties, Inc. representing Landlord and
Advantis Real Estate Services Company representing Tenant

Addenda:

One:

Additional Lease Provisions

Two:

Move-Out Conditions Checklist

Three:

Agreement of Subordination Nondisturbance and Attornment

Four:

Memorandum of Lease

1. Granting Clause. In consideration of the obligation of Tenant to pay rent as herein provided and in consideration of the other terms, covenants, and conditions hereof, Landlord leases to Tenant, and Tenant takes from Landlord, the Premises, to have and to hold for the Lease Term, subject to the terms, covenants and conditions of this Lease. The “Premises” shall include the separate legal parcel of land upon which each Building is situated together with the Buildings and other improvements located thereon, and a right of access thereto from adjacent public streets.

2. Acceptance of Premises. Tenant shall accept the Premises in its condition as of the effective date of this Lease subject to all applicable laws, ordinances, regulations, covenants and restrictions. Landlord has made no representation or warranty as to the suitability of the Premises for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises are suitable for Tenant’s intended purposes. Except as provided in Addendum One, Section 4 and/or Paragraph 10, in no event shall Landlord have any obligation for any defects in the Premises or any limitation on its use. The taking of possession of the Premises, as of the effective date of this Lease, shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in good condition at the time possession was taken except for items that are Landlord’s responsibility under Addendum One, Section 4 and/or Paragraph 10.

3. Use. The Premises shall be used only for the purpose of general office, commercial research and development activities, and for such other lawful purposes as may be incidental thereto. Tenant shall not conduct or give notice of any auction, liquidation, or going out of business sale on the Premises. Tenant will use the Premises in a careful, safe and proper manner and will not commit waste, overload the floor or structure of the Premises or subject the Premises to use that would damage the Premises. Tenant shall not permit any unreasonable and objectionable or unpleasant odors, smoke, dust, gas, noise, or vibrations to emanate from the Premises, or take any other action that would constitute a nuisance or would disturb, unreasonably interfere with, or endanger Landlord or any tenants. Outside storage, including without limitation, storage of inoperable trucks and other vehicles not used in Tenant’s daily business operations, is prohibited without Landlord’s prior written consent. Tenant, at its sole expense, shall use and occupy the Premises in compliance with all laws, including, without limitation, the Americans With Disabilities Act, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises (collectively, “Legal Requirements”). The Premises shall not be used as a place of public accommodation under the Americans With Disabilities Act or similar state statutes or local ordinances or any regulations promulgated thereunder, all as may be amended from time to time. Tenant shall, at its expense, make any alterations or modifications, within or without the Premises that are

required by Legal Requirements related to Tenant’s use or occupation of the Premises. Notwithstanding the aforesaid, Landlord shall be responsible to make any alterations or improvements on the exterior of the Buildings required by Legal Requirements not related to Tenant’s specific use or occupation of the Premises. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance or increase the insurance risk. If any increase in the cost of any insurance on the Premises is caused by Tenant’s use or occupation of the Premises, or because Tenant vacates the Premises, then Tenant shall pay the amount of such increase to Landlord. Any occupation of the Premises by Tenant prior to the Commencement Date shall be subject to all obligations of Tenant under this Lease.

4. Base Rent. Tenant shall pay Base Rent in the amount set forth above. The first month’s Base Rent and the first monthly installment of estimated Operating Expenses (as hereafter defined) shall be due and payable on the Commencement Date. Tenant promises to pay to Landlord in advance, without demand, deduction or set-off during the term hereof, monthly installments of Base Rent on or before the first day of each calendar month succeeding the Commencement Date except as otherwise provided herein. Payments of Base Rent for any fractional calendar month shall be prorated. All payments required to be made by Tenant to Landlord hereunder shall be payable at such address as Landlord may specify from time to time by written notice delivered in accordance herewith. The obligation of Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any rent due hereunder except as may be expressly provided in this Lease. If Tenant is delinquent in any monthly installment of Base Rent or of estimated Operating Expenses for more than fifteen (15) days, Tenant shall pay to Landlord on demand a late charge equal to three and one half percent (3.5%) of such delinquent sum, provided however, Landlord shall forgive Tenant one (1) late charge per calendar year. The provision for such late charge shall be in addition to all of Landlord’s other rights and remedies hereunder or at law.

5. Security Deposit. N/A

6. Operating Expense Payments.

6.1 During each month of the Lease Term, on the same date that Base Rent is due, Tenant shall pay Landlord an amount equal to 1/12 of the annual cost, as estimated by Landlord from time to time, of Operating Expenses for the Premises. Payments thereof for any fractional calendar month shall be prorated. The term “Operating Expenses” means all costs and expenses incurred by Landlord with respect to the ownership, maintenance, and operation of the Premises including, but not limited to costs of: insurance; utilities; maintenance and repair of all portions of the Premises, including without limitation, paving and parking areas, mowing, landscaping, utility lines, exterior lighting, irrigation, storm water charges; reasonable amounts paid to nonaffiliated contractors and subcontractors for work or services performed in connection with any of the foregoing; charges or assessments of The University Place Owners Association; property management fees payable to a property manager, not to exceed two percent (2%) of the Base Rent collected; security services, if any; and additions or alterations made by Landlord to the Premises in order to comply with Legal Requirements (other than those expressly required herein to be made by Tenant). See Addendum One, Section 5.

6.2 If any of the expenses described above are required to be capitalized under regulations of the Internal Revenue Code, then the maximum amount of such expenses included in Operating Expenses for any period shall be limited to an allocable portion of such capital expenditure, together with reasonable interest thereon, amortized over the estimated useful life of the capital item or fifteen (15) years, whichever is shorter.

6.3 If Tenant’s total payments of estimated Operating Expenses for any year are less than Tenant’s actual Operating Expenses for such year, then Tenant shall pay the difference to Landlord within thirty (30) days after demand, and if more, then Landlord shall retain such excess and credit it against Tenant’s next payments. For purposes of calculating Tenant’s Operating Expenses, a year shall mean a calendar year except the first year, which shall begin on the Commencement Date, and the last year, which shall end on the expiration of this Lease, in which case, Tenant’s proportionate share of Operating Expenses shall be established as the number of months of tenancy under the Lease in that particular year divided by a twelve (12) month calendar year.

6.4 Notwithstanding anything to the contrary contained herein, for purposes of this Lease, the term “Operating Expenses” shall not include any of the following: (i) costs, expenses, depreciation or amortization for capital repairs and capital replacements required to be made by Landlord under Paragraph 10 of this Lease and any expense reserves; (ii) any expense that is an Operating Expense for which Landlord is actually reimbursed by insurance; (iii) the costs of repair or other work necessitated by the exercise of the power of eminent domain or by virtue of any casualty loss to the Premises, (iv) costs associated with the investigation and/or remediation of Hazardous Materials (hereafter defined) present in, on or about any portion of the Project, unless such costs and expenses are the responsibility of Tenant, in which event such costs and expenses shall be paid solely by Tenant; (v) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in the Project to the extent the same exceeds the costs of such by unaffiliated third parties on a competitive basis; (vi) any costs for Landlord’s general administrative expenses, management of the Project, time spent by Landlord or any of Landlord Parties, other than the property management fee specified in Paragraph 6.1, (vii) debt service under mortgages or ground rent under ground leases or master leases; (viii) costs incurred by Landlord in repairing structural portions of the roof and/or structural portions of the perimeter walls of the Building; (ix) costs incurred by Landlord in connection with the negotiation, performance or non-performance of any lease, (x) any costs arising from Landlord’s default under this Lease or Landlord’s violation of Legal Requirements or the gross negligence or willful misconduct of Landlord or (a) the individual partners, members, directors, officers, shareholders, agents or employees of Landlord, including without limitation, any property management company of Landlord and (b) the partners, members, directors, heirs, employees, representatives, agents, contractors, successors and assigns or any of person or entity mentioned in clause (a) above (collectively “Landlord Parties”); (xi) any capital improvement or repair cost incurred to reduce Operating Expenses to the extent such cost exceeds the Operating Expense reduction attributable thereto or to the extent such improvement or repair cost exceeds the amortized portion thereof permitted to be included in Operating Expenses as provided above; (xii) costs arising as a consequence of Landlord’s breach of this Lease; (xiii) costs arising as a consequence of the negligence, willful misconduct or violation of Legal Requirements of other members of the University Place Owners Association; (xiv) any Taxes, which shall be governed by

Paragraph 7 below; or (xv) any costs or liabilities arising in connection with the remediation, removal, investigation, mitigation, or clean up of any Hazardous Materials located on or about the Premises except to the extent caused by Tenant, its employees, contractors, agents and/or invitees.

6.5 By March 31^st of each calendar year, or as soon thereafter as reasonably possible, Landlord shall furnish Tenant with an accounting of actual and accrued Operating Expenses (the “Annual Statement”) for the prior calendar year. Within thirty (30) days of Landlord’s delivery of such accounting, Tenant shall pay to Landlord the amount of any underpayment. Notwithstanding the foregoing, failure by Landlord to give such accounting by such date shall not constitute a waiver by Landlord of its right to collect any underpayment by Tenant at any time. Landlord shall credit the amount of any overpayment by Tenant toward the next estimated monthly installment(s) falling due, or where the Term of the Lease has expired, refund the amount of overpayment to Tenant as soon as possible thereafter. If the Term of the Lease expires prior to the annual reconciliation of expenses Landlord shall have the right to reasonably estimate such expenses, and if Landlord determines that there has been an underpayment, Landlord may invoice Tenant for such amount which Tenant shall pay within thirty (30) days of its receipt thereof. Failure by Landlord to accurately estimate such expenses or to otherwise perform such reconciliation of expenses shall not constitute a waiver of Landlord’s right to collect any of Tenant’s underpayment, or, subject to Addendum One Section 5, to adjust Tenant’s monthly estimated Operating Expense payments, at any time during the Term of the Lease or to so collect at any time after the expiration or earlier termination of this Lease.

6.6 After delivery to Landlord of at least thirty (30) days prior written notice, Tenant, at its sole cost and expense through any accountant designated by it, shall have the right to review, examine and/or audit the books and records of Landlord evidencing costs and expenses for which Tenant was billed for the previous calendar year, during Landlord’s reasonable business hours, but not more frequently than once during any calendar year. Any such accounting firm designated by Tenant may not be compensated on a contingency fee basis. The results of any such audit (and any negotiations between the parties related thereto) shall be maintained strictly confidential by Tenant and its accounting firm and shall not be disclosed, published or otherwise disseminated to any other party other than to Landlord and its authorized agents except as required by Legal Requirements or to permit Tenant to enforce its rights hereunder in any legal or other proceeding. Landlord and Tenant each shall use all reasonable efforts to cooperate in such negotiations and to promptly resolve any discrepancies between Landlord and Tenant in the accounting of such costs and expenses. If Tenant gives no written request to Landlord to conduct such an audit within one-hundred-twenty (120) days of its receipt of Landlord’s prior year Annual Statement, Tenant’s right to audit shall cease, and the Landlord’s statement of costs and expenses shall be deemed accurate.

7. Utilities. Tenant shall pay for all water, gas, electricity, heat, light, power, telephone, sewer, sprinkler services, refuse and trash collection, and other utilities and services used on the Premises, all maintenance charges for utilities, and any other charges for utilities imposed by any governmental entity or utility provider, together with any taxes, penalties, surcharges or the like pertaining to Tenant’s use of the Premises. Tenant shall pay its share of all charges for jointly metered utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure of utilities shall result in the termination of this Lease or the abatement of rent, except that if such interruption or failure of utilities results from a cause within Landlord’s reasonable control and the Premises are not useable by Tenant for the conduct of Tenant’s business as a result thereof, Base Rent and applicable Operating Expenses not actually incurred by Tenant shall be abated for the period which commences three (3) business days after the date Tenant gives Landlord notice of such interruption until such utilities are restored.

8. Taxes. Tenant shall pay all taxes, assessments and governmental charges (collectively referred to as “Taxes”) that accrue against the Premises during the Lease Term, before such amounts accrue any interest or penalties. Tenant shall provide Landlord with evidence that the Taxes have been timely paid. Not satisfying the tax liability on or before the due date of same shall be considered an Event of Default (as hereafter defined) under this Lease. Provided Tenant does not take adequate action to contest taxes, when applicable, Landlord, at Tenant’s reasonable expense, may contest by appropriate legal proceedings the amount, validity, or application of any Taxes or liens thereof. All capital levies or other taxes assessed or imposed on Landlord upon the rents payable to Landlord under this Lease and any franchise tax, any excise, transaction, sales or privilege tax, assessment, levy or charge measured by or based, in whole or in part, upon such rents from the Premises shall be paid by Tenant to Landlord monthly in estimated installments or upon demand, at the option of Landlord, as additional rent; provided, however, in no event shall Tenant be liable for any net income taxes imposed on Landlord unless such net income taxes are in substitution for any Taxes payable hereunder. If any such tax or excise is levied or assessed directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall be liable for all taxes levied or assessed against any personal property or fixtures placed in the Premises, whether levied or assessed against Landlord or Tenant. See Addendum One, Section 6.

9. Insurance.

9.1 Landlord shall maintain all-risk property insurance covering the full replacement cost of the Premises. Subject to Landlord’s, and its lender’s, approval, Tenant has the right to maintain and pay for such insurance if Tenant can obtain such insurance at more favorable terms. Landlord may, but is not obligated to, maintain such other insurance and Except as otherwise expressly provided herein, premiums paid by Landlord for all such insurance shall be included as part of the Operating Expenses charged to Tenant. The Premises may be included in a blanket policy (in which case the cost of such insurance allocable to the Premises will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance, which Landlord reasonably deems necessary as a result of Tenant’s particular use of the Premises.

9.2 Tenant, at its expense, shall maintain during the Lease Term: all risk property insurance covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense; worker’s compensation insurance with no less than the minimum limits required by law; employer’s liability insurance with such limits as required by law; and commercial liability insurance, with a minimum limit of $1,000,000 per

occurrence and a minimum umbrella limit of $5,000,000, for a total minimum combined general liability and umbrella limit of $6,000,000 (together with such additional umbrella coverage as Landlord may reasonably require) for property damage, personal injuries, or deaths of persons occurring in or about the Premises. Landlord may from time to time require reasonable increases in any such limits. The commercial liability policies shall name Landlord as an additional insured, insure on an occurrence and not a claims-made basis, be issued by insurance companies which are reasonably acceptable to Landlord, not be cancelable unless thirty (30) days’ prior written notice shall have been given to Landlord, contain hostile fire coverage and a contractual liability endorsement and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Such policies or certificates thereof shall be delivered to Landlord by Tenant prior to commencement of the Lease Term and at least thirty (30) days prior to each renewal of said insurance.

9.3 The all-risk property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, their officers, directors, employees, managers, agents, invitees and contractors, in connection with any loss or damage thereby insured against. Neither party nor its officers, directors, employees, managers, agents, invitees or contractors shall be liable to the other for loss or damage caused by any risk coverable by all-risk property insurance, and each party waives any claims against the other party, and its officers, directors, employees, managers, agents, invitees and contractors for such loss or damage. The failure of a party to insure its property shall not void this waiver. As to personalty only, Landlord and its agents, employees and contractors shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Premises from any cause whatsoever.

10 Landlord’s Maintenance and Repair Obligations

10.1 Landlord shall, at its expense, maintain properly, repair and replace, as necessary, the structural portions of the roof, foundation, and exterior walls of each Building comprising a portion of the Premises, reasonable wear and tear and uninsured losses and damages caused by Tenant, its agents and contractors excluded. The term “walls” as used in this Paragraph 10 shall not include windows, glass or plate glass, doors or overhead doors, special store fronts, dock bumpers, dock plates or levelers, or office entries. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Paragraph 10, after which Landlord shall have a reasonable opportunity to repair.

10.2 Landlord, subject to reimbursement by Tenant pursuant to the provisions of Paragraph 6.1, shall maintain in good repair and condition portions of the Premises outside the foot prints of each of the Buildings, including but not limited to parking areas, driveways, alleys, landscape and grounds surrounding the Premises.

11 Tenant’s Repairs. Subject to Landlord’s obligation in Paragraph 10 and subject to Paragraphs 6.4, 9, and 15, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises and all areas, improvements and systems exclusively serving the Premises including, without limitation, dock and loading areas, truck doors, plumbing, water and sewer lines up to points of common connection, fire sprinklers and fire protection systems, entries, doors, ceilings and roof membrane, windows, interior walls, and the interior side of demising walls, and heating, ventilation and air conditioning systems. Heating, ventilation and air conditioning systems and other mechanical and building systems serving the Premises shall be maintained at Tenant’s expense pursuant to maintenance service contracts entered into by Tenant (see Addendum One, Section 3 and Section 4). If Tenant fails to perform any repair or replacement for which it is responsible within five (5) days after notice to Tenant, Landlord may perform such work and be reimbursed by Tenant within thirty (30) days after demand therefor. Subject to Paragraphs 9 and 15, Tenant shall bear the full cost of any repair or replacement to any part of the Premises that results from uninsured damage caused by Tenant, its agents, contractors, employees, or invitees and any repair that benefits only the Premises. Landlord shall bear the full cost of repair or replacement to any part of the Premises that results from uninsured damage caused by Landlord, its agents, employees, or contractors.

12. Tenant-Made Alterations and Trade Fixtures.

12.1 Any alterations, additions, or improvements exceeding $100,000 in cost or any alterations, additions, or improvements structural in nature, made by or on behalf of Tenant to the Premises (“Tenant-Made Alterations”) shall be subject to Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. Tenant shall cause, at its expense, all Tenant-Made Alterations to comply with insurance requirements and with Legal Requirements and shall construct at its expense any alteration or modification required by Legal Requirements as a result of any Tenant-Made Alterations. All Tenant-Made Alterations shall be constructed in a good and workmanlike manner by contractors reasonably acceptable to Landlord and only good grades of materials shall be used. All plans and specifications for any Tenant-Made Alterations, structural changes and/or office modifications, shall be submitted to Landlord. As to those plans and specifications for Tenant-Made Alterations requiring Landlord’s approval, such plans and specifications must receive Landlord’s approval prior to construction and/or installation thereof. All Tenant Made Alterations, plans and specifications are deemed approved by Landlord if not approved or disapproved within ten (10) working days. Landlord may monitor construction of the Tenant-Made Alterations. Tenant shall reimburse Landlord for its reasonable costs in reviewing plans and specifications. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to see that such plans and specifications or construction comply with applicable laws, codes, rules and regulations. Upon Landlord’s written request Tenant shall provide Landlord with the identities and mailing addresses of all persons performing work or supplying materials, prior to beginning such construction, and Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall be solely responsible for payment for, and the completion of, all work free and clear of liens and shall provide certificates of insurance for worker’s compensation and other coverage in amounts and from an insurance company satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Tenant-Made Alterations, Tenant shall deliver to Landlord sworn statements setting forth the names of all contractors and subcontractors who did work on the Tenant-Made Alterations and final lien waivers from all such contractors and subcontractors. Upon surrender of the Premises, all Tenant-Made

Alterations and any leasehold improvements constructed by Landlord or Tenant shall remain on the Premises as Landlord’s property, except to the extent Landlord requires removal at Tenant’s expense of any such items or Landlord and Tenant have otherwise agreed in writing in connection with Landlord’s consent to any Tenant-Made Alterations. Tenant shall repair any damage caused by such removal.

12.2 Tenant, at its own cost and expense and without Landlord’s prior approval, may install or erect such shelves, bins, laboratory equipment, plumbing, electrical and data wiring, machinery and other trade fixtures (collectively “Trade Fixtures”) in the ordinary course of its business provided that such items do not alter the basic character of the Premises, do not overload or damage the Premises, and may be removed without injury to the Premises, and the construction, erection, and installation thereof complies with all Legal Requirements and, if applicable, with Landlord’s requirements set forth above. Tenant shall remove its Trade Fixtures and shall repair any damage caused by such removal, provided, however, with respect to plumbing and wiring, upon removal of Trade Fixtures connected to such wiring or plumbing, Tenant may elect to leave the plumbing and wiring in place and neatly cap such items to Landlord’s reasonable satisfaction at the level of the wall or ceiling as the case may be.

12.3 Ownership by Tenant. During the term of this Lease, Tenant’s personal property (hereinafter referred to as “Tenant’s Property”) shall at all times be owned by Tenant, and Tenant shall be entitled to all depreciation, amortization and other tax benefits with respect thereto. Landlord shall have no lien or other interest whatsoever in any such item of Tenant’s Property during the Lease Term, and, except as expressly set forth in this Paragraph 12 to the contrary, Landlord hereby waives all liens and interests in Tenant’s Property and shall have no right to require surrender of any Tenant’s Property. Within twenty (20) days following Tenant’s request, Landlord shall execute documents in form reasonably acceptable to Tenant and Landlord evidencing Landlord’s waiver of any right, title, lien or interest in such property of Tenant located in the Premises other than the rights of Landlord set forth in this Paragraph 12. If Landlord incurs any cost or expense, including the cost of Landlord’s employees, in connection with obtaining the consent of Landlord’s lender to any requirement of Tenant in connection with Tenant’s Property, Tenant shall pay Landlord, as Additional Rent, for such cost or expense within ten (10) days after Landlord notifies Tenant of the amounts due

13. Signs. Tenant shall not make any changes to the exterior of the Premises, install any exterior lights, decorations, balloons, flags, pennants, banners, or painting, or erect or install any signs, windows or door lettering, placards, decorations, or advertising media of any type which can be viewed from the exterior of the Premises, without Landlord’s prior written consent, which consent shall not be unreasonably withheld or delayed. Upon surrender or vacation of the Premises, Tenant shall have removed all signs and repair, paint, and/or replace the Premises facia surface to which its signs are attached. Tenant shall obtain all applicable governmental permits and approvals for sign and exterior treatments. All signs, decorations, advertising media, blinds, draperies and other window treatment or bars or other security installations visible from outside the Premises shall be subject to Landlord’s approval and conform in all respects to any applicable University Place signage restrictions and/or specifications. Notwithstanding anything herein to the contrary, Tenant’s signage on the exterior of the Buildings where the Premises are located, and the Premises, on the date thereof, is hereby approved for all purposes, and Landlord and Tenant shall have the exclusive right to maintain signage on the exterior of such Buildings during the Lease Term.

14. Parking. Tenant shall be entitled to use all of the parking located around the Premises, as shown on Exhibit B attached hereto and incorporated by reference. Landlord shall not be responsible for enforcing Tenant’s parking rights against any third parties.

15. Restoration.

15.1 Following damage or destruction to the Premises, within the sixty (60) day period (“Restoration Estimate Period”) following the occurrence of the damage or destruction, Landlord’s architect shall give to Landlord and Tenant a reasonable estimate (“Landlord Architect’s Estimate”) of the time required to restore the Building or Buildings and other improvements comprising the Premises excluding Tenant’s specialty improvements (“Landlord’s Work”), and excluding from such time estimate the time required to replace any specialty improvements installed in connection with Tenant’s research and development activities in the Premises, including without limitation, laboratory equipment and ancillary building service equipment required because of such research and development activities. If Landlord gives the Landlord Architect’s Estimate to Tenant within the Restoration Estimate Period, then the Landlord Architect’s Estimate shall be the “Architect’s Certificate”, and Paragraph 15.2 shall be of no force or effect.

15.2 During the Restoration Estimate Period, Tenant may select an architect to prepare a reasonable estimate of the time required to complete the Landlord’s Work (“Tenant Architect’s Estimate”), and, if (i) the Landlord fails to give Tenant the Landlord Architect’s Estimate within the Restoration Estimate Period and (ii) Tenant gives Landlord the Tenant’s Architect’s Estimate within the Restoration Estimate Period, then the Tenant Architect’s Estimate shall be the “Architect’s Certificate”.

15.3 If within the Restoration Estimate Period (i) Landlord’s Architect fails to give the Landlord Architect’s Estimate and (ii) the Tenant’s Architect fails to give the Tenant Architect’s Estimate, then it shall be deemed that the Landlord Architect’s Estimate was given on such 60th day and shall be deemed to be the “Architect’s Estimate”, and it shall be deemed that the Landlord’s Work can be restored in nine (9) months or less following the occurrence of the loss.

15.4 If the Architect’s Estimate is that the Landlord’s Work cannot be completed in nine (9) months or less, then either Landlord or Tenant may elect to terminate this Lease in its entirety upon notice to the other party given no later than thirty (30) days after Tenant’s receipt of the Architect’s Estimate. If neither party elects to terminate this Lease or if the Architect’s Certificate states that Landlord’s Work will take six (6) months or less, then, subject to receipt of sufficient insurance proceeds, Landlord shall promptly restore the Premises excluding the specialty improvements installed by Tenant or by Landlord and paid for by Tenant, subject to delays arising from the collection of insurance proceeds or from Force Majeure events. Within ninety (90) days following the occurrence of the loss, Landlord shall notify Tenant in writing whether or not Landlord has sufficient insurance proceeds to complete Landlord’s Work, and if

Landlord does not in such notice confirm the sufficiency of insurance proceeds, Tenant shall have the right to terminate this Lease. Except in the event the Lease is terminated or as otherwise provided herein, Tenant at Tenant’s expense, except if same is necessitated by Landlord’s acts or omissions, shall promptly perform, subject to delays arising from the collection of insurance proceeds, or from Force Majeure events, all repairs or restoration not required to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises are materially damaged during the last year of the Lease Term and Landlord reasonably estimates that it will take more than one month to repair such damage. Tenant shall pay to Landlord with respect to any damage to the Premises the pro-rata amount of the commercially reasonable deductible (up to $25,000) under Landlord’s insurance policy within ten (10) days after presentment of Landlord’s invoice. If the damage involves the premises of other tenants, Tenant shall pay the portion of the deductible that the cost of the restoration of the Premises bears to the total cost of restoration, as determined by Landlord. Base Rent, Operating Expenses and Taxes shall be abated for the period of repair and restoration in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises. Such abatement shall be the sole remedy of Tenant, and except as provided herein, Tenant waives any right to terminate the Lease by reason of damage or casualty loss.

16. Condemnation. If any part of the Premises or the parking lot servicing the Premises should be taken for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would prevent or materially interfere with Tenant’s use of the Premises or in Landlord’s judgment would materially interfere with or impair its ownership or operation of the Premises, then upon written notice by Tenant or Landlord respectively, this Lease shall terminate, and Base Rent shall be apportioned as of said date. If part of the Premises shall be Taken, and this Lease is not terminated as provided above, the Base Rent payable hereunder during the unexpired Lease Term shall be reduced to such extent as may be fair and reasonable under the circumstances. In the event of any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if any, in such award. Tenant shall have the right, to the extent that same shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not Landlord) for such compensation as may be separately awarded or recoverable by Tenant for damages for cessation or interruption of Tenant’s business, moving expenses and damage to Tenant’s Trade Fixtures and other personal property.

17. Assignment and Subletting.

17.1 Without Landlord’s prior written consent, which consent shall not be unreasonably conditioned, delayed or withheld (see Addendum One, Section 8), Tenant shall not assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license within the Premises and any attempt to do any of the foregoing shall be void and of no effect. Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with any assignment or sublease.

17.2 Notwithstanding any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times remain fully responsible and liable for the payment of the rent and for compliance with all of Tenant’s other obligations under this Lease (regardless of whether Landlord’s approval has been obtained for any such assignments or sublettings). In the event that the rent due and payable by a sublessee or assignee (or a combination of the rental payable under such sublease or assignment plus any bonus or other consideration therefor or incident thereto) exceeds the rental payable under this Lease, then Tenant shall be bound and obligated to pay Landlord as additional rent , within ten (10) days following receipt thereof by Tenant hereunder, fifty percent (50%) of such excess rental and other excess consideration after deducting therefrom (i) the rental value attributable to Tenant’s improvements installed at Tenant’s expense after the commencement of this Lease, if any, and (ii) reasonable and customary expenses, if any, incurred by Tenant for commissions, legal costs, and other additional costs reasonably associated with the sublease.

17.3 If this Lease be assigned or if the Premises be subleased (whether in whole or in part) or in the event of the mortgage, pledge, or hypothecation of Tenant’s leasehold interest or grant of any concession or license within the Premises or if the Premises be occupied in whole or in part by anyone other than Tenant, then upon a default by Tenant hereunder Landlord may collect rent from the assignee, sublessee, mortgagee, pledgee, party to whom the leasehold interest was hypothecated, concessionee or licensee or other occupant and, except to the extent set forth in the preceding paragraph, apply the amount collected to the next rent payable hereunder; and all such rentals collected by Tenant shall be held in trust for Landlord and immediately forwarded to Landlord. No such transaction or collection of rent or application thereof by Landlord, however, shall be deemed a waiver of these provisions or a release of Tenant from the further performance by Tenant of its covenants, duties, or obligations hereunder.

17.4 Notwithstanding anything herein to the contrary, Landlord acknowledges that portions of the Premises were subleased to (1) Trimeris, Inc., a Delaware corporation, pursuant to the Agreement of Sublease, dated December 14, 2001, executed by Tenant and Trimeris, Inc., and Landlord has consented thereto, and (2) Krenitsky Pharmaceuticals, Inc., a North Carolina corporation, pursuant to the Sublease, dated February 20, 1996, and the First Amendment thereto, dated August 10, 1998, each as executed by Tenant and Krenitsky Pharmaceuticals, Inc., and Landlord has consented thereto.

17.5 Notwithstanding anything to the contrary in this Paragraph 17, the assignment or subletting by Tenant of all or any portion of this Lease or the Premises to (i) a parent or subsidiary of Tenant, or (ii) any person or entity which controls, is controlled by or under the common control with Tenant, or (iii) any entity which purchases all or substantially all of the assets of Tenant, or (iv) any entity into which Tenant is merged or that is merged into Tenant or consolidated (all such persons or entities described in clauses (i), (ii), (iii) and (iv) being sometimes herein referred to as “Affiliates”) shall not be deemed a Transfer under this Paragraph 17 (hence, the aforesaid events shall not be subject to obtaining Landlord’s prior consent), provided in all instances that:

17.5.1 Any such assignment or sublease shall be subject to all of the terms and provisions of this Lease, and such assignee or sublessee (i.e. any such Affiliate), other than in the case of an Affiliate resulting from a merger or consolidation, shall assume and any sublessee shall agree to be bound by, in a written document reasonably satisfactory to Landlord and delivered to Landlord upon or prior to the effective date of such assignment or sublease, all the obligations of Tenant under this Lease; and

17.5.2 As to any assignment or sublease, Tenant and any guarantor shall remain fully liable for all obligations to be performed by Tenant under this Lease, except in the case of an Affiliate resulting from the acquisition of all or substantially all of the assets of Tenant or from a merger or consolidation, provided (i) such merger, consolidation, or transfer of assets is for a good business purpose and not principally for the purpose of transferring Tenant’s leasehold estate and (ii) the assignee or successor entity has a net worth of at least $100 million dollars.

18. Indemnification.

18.1 Tenant Indemnity. Subject to Paragraph 8 and except for the negligence or willful misconduct of Landlord, its agents, employees or contractors, and to the extent permitted by law, Tenant agrees to indemnify, defend and hold harmless Landlord, and Landlord’s agents, employees and contractors, from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) resulting from claims by third parties for injuries to any person and damage to or theft or misappropriation or loss of property occurring in or about the Premises and arising from the use and occupancy of the Premises or from any activity, work, or thing done, permitted or suffered by Tenant in or about the Premises or due to any other act or omission of Tenant, its subtenants, assignees, invitees, employees, contractors and agents. The furnishing of insurance required hereunder shall not be deemed to limit Tenant’s obligations under this Paragraph 18.

18.2 Landlord Indemnity. Subject to Paragraph 8 and except for the negligence or willful misconduct of Tenant, its agents, employees or contractors, and to the extent permitted by law, Landlord agrees to indemnify, defend and hold harmless Tenant and Tenant’s agents, employees and contractors, from and against any losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) resulting from claims by third parties for injuries to any person or damage to or theft or misappropriation or loss of property occurring in or about the Premises and arising from any act or omission of Landlord, its assignees, employees, contractors, and agents. The furnishing of insurance required hereunder shall not be deemed to limit Landlord’s obligations under this Paragraph 18.

19. Inspection and Access. Landlord and its agents, representatives, and contractors may, with one (1) business day prior telephonic notice and escort by a representative of Tenant (which Tenant is responsible to provide), enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose, provided, however, that in the case of an emergency, prior telephonic notice from Landlord shall be deemed sufficient; provided, further, that Landlord or its inspecting representative shall at all times comply with applicable health and safety regulations, shall take all steps reasonably requested to protect and preserve Tenant property, and shall avoid any unnecessary interference with Tenant’s business operations. Landlord and Landlord’s representatives may enter the Premises during business hours for the purpose of showing the Premises to prospective purchasers and, during the last year of the Lease Term, to prospective tenants. Upon the expiration or nonexercising of Tenant’s Renewal Options as set forth in Addendum One Section 9 Landlord may erect a suitable sign on the Premises stating the Premises are available to let or that the Premises is available for sale. Other than within, over or under the Buildings, Landlord may grant easements, make public dedications, designate common areas and create restrictions on or about the Premises, provided that no such easement, dedication, designation or restriction materially interferes with Tenant’s use or occupancy of the Premises. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or restrictions.

20. Quiet Enjoyment. If Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant, Tenant shall, subject to the terms of this Lease, at all times during the Lease Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord.

21. Surrender. Upon termination of the Lease Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the Premises to Landlord in the same condition as received, broom clean, ordinary wear and tear and casualty loss and condemnation covered by Paragraphs 15 and 16 excepted. Any Trade Fixtures, Tenant-Made Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and disposition of such property. All obligations of Tenant or Landlord hereunder not fully performed as of the termination of the Lease Term shall survive the termination of the Lease Term, including without limitation, indemnity obligations, payment obligations with respect to Operating Expenses and obligations concerning the condition and repair of the Premises. See also Addendum Two.

22. Holding Over. If Tenant retains possession of the Premises after the termination of the Lease Term, unless otherwise agreed in writing, such possession shall be subject to immediate termination by Landlord at any time, and all of the other terms and provisions of this Lease (excluding any expansion or renewal option or other similar right or option) shall be applicable during such holdover period, except that Tenant shall pay Landlord from time to time, within ten (10) days of demand, as Base Rent an amount equal to one hundred fifty percent (150%) of the Base Rent in effect on the termination date, computed on a monthly basis for each month or part thereof during such holding over. All other payments shall continue under the terms of this Lease. In addition, Tenant shall be liable for all damages incurred by Landlord as a result of such holding over. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as otherwise expressly provided, and this Paragraph 22 shall not be construed as consent for Tenant to retain possession of the Premises.

23. Events of Default. Each of the following events shall be an event of default (“Event of Default”) by Tenant under this Lease:

23.1 Tenant shall fail to pay any installment of Base Rent or fail to make any other payment required herein when due, and such failure shall continue for a period of ten (10) days after Tenant’s receipt of written notice of such failure from Landlord, provided however that Landlord shall be obligated to provide such written notice no more than twice in any consecutive twelve (12) month period during the Lease Term whereafter any such failure by Tenant to pay within ten (10) days of the date such payment was due shall constitute an Event of Default hereunder.

23.2 Tenant or any guarantor or surety of Tenant’s obligations hereunder shall (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for all or of any substantial part of its property (collectively a “proceeding for relief”); (C) become the subject of any proceeding for relief which is not dismissed within one-hundred-twenty (120) days of its filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity).

23.3 Any insurance required to be maintained by Tenant pursuant to this Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed, except, in each case, as permitted in this Lease, where such failure continues for five (5) days after written notice of such failure.

23.4 Tenant shall not occupy or shall vacate the Premises or shall fail to continuously operate its business at the Premises for the permitted use set forth herein, whether or not Tenant is in monetary or other default under this Lease, and fail to insure that the Premises (i) are adequately secured and not readily subject to vandalism, (ii) are and will be properly maintained and adequately heated after such vacation, and (iii) continue to comply with Tenant’s insurance obligations hereunder.

23.5 Tenant shall assign, sublease or otherwise transfer Tenant’s interest in or with respect to this Lease except as otherwise permitted in this Lease, where not rescinded within five (5) days written notice of such transfer.

23.6 Tenant shall fail to discharge, bond or insure over, any lien placed upon the Premises in violation of this Lease within thirty (30) days after Tenant has received written notice that any such lien or encumbrance is filed against the Premises.

23.7 Tenant shall fail to comply with any provision of this Lease other than those specifically referred to in this Paragraph 23, and except as otherwise expressly provided herein, where such default shall continue for more than thirty (30) days after written notice from Landlord. However, it shall not be an Event of Default hereunder if such failure cannot reasonably be cured within such thirty (30) day period, and Tenant promptly commences the cure of such default and thereafter diligently proceeds with same to completion, taking all actions necessary to cure such failure as soon as is reasonably possible, but in no event shall the completion of such cure be later than ninety (90) days after the date on which Landlord delivers to Tenant written notice of such failure, unless Landlord, agrees in writing to a longer period of time based upon circumstances relating to such failure as well as the nature of the failure and the nature of the actions necessary to cure such failure.

24. Landlord’s Remedies.

24.1 Upon each occurrence of an Event of Default and so long as such Event of Default shall be continuing, Landlord may at any time thereafter at its election: terminate this Lease or Tenant’s right of possession, (but Tenant shall remain liable as hereinafter provided) and/or pursue any other remedies at law or in equity. Upon the termination of this Lease or termination of Tenant’s right of possession, it shall be lawful for Landlord, without formal demand or notice of any kind, to re-enter the Premises by summary dispossession proceedings or any other action or proceeding authorized by law and to remove Tenant and all persons and property therefrom. If Landlord re-enters the Premises, Landlord shall have the right to keep in place and use, or remove and store, all of the furniture, fixtures and equipment at the Premises.

24.2 If Landlord terminates this Lease, Landlord may recover from Tenant the sum of all Base Rent and all other amounts accrued hereunder to the date of such termination; the cost of reletting the whole or any part of the Premises, including without limitation brokerage fees and/or leasing commissions incurred by Landlord, and costs of removing and storing Tenant’s or any other occupant’s property, repairing, altering, remodeling, or otherwise putting the Premises into condition acceptable to a new tenant or tenants, and all reasonable expenses incurred by Landlord in pursuing its remedies, including reasonable attorneys’ fees and court costs; and the excess of the then present value of the Base Rent and other amounts payable by Tenant under this Lease as would otherwise have been required to be paid by Tenant to Landlord during the period following the termination of this Lease measured from the date of such termination to the expiration date stated in this Lease, over the present value of any net amounts which Tenant establishes Landlord can reasonably expect to recover by reletting the Premises for such period, taking into consideration the availability of acceptable tenants and other market conditions affecting leasing. Such present values shall be calculated at a discount rate equal to the 90-day U.S. Treasury bill rate at the date of such termination.

24.3 If Landlord terminates Tenant’s right of possession (but not this Lease), Landlord will make commercially reasonable efforts to relet the Premises for the account of Tenant for such rent and upon such terms as shall be reasonably satisfactory to Landlord without thereby releasing Tenant from any liability hereunder and without demand or notice of any kind to Tenant. For the purpose of such reletting Landlord is authorized to make any repairs, changes, alterations, or additions in or t