Exhibit 10.1

DEL MAR CORPORATE CENTRE II

OFFICE LEASE

This Office Lease (the "Lease"), dated as of the date set forth in Section 1 of the Summary of Basic Lease Information (the "Summary"), below, is made by and between KILROY REALTY, L.P., a Delaware limited partnership ("Landlord"), and DERMTECH, INC., a Delaware corporation ("Tenant").

SUMMARY OF BASIC LEASE INFORMATION

TERMS OF LEASE

DESCRIPTION

1.

Date:

July 1, 2021.

2.

Premises: (Article 1)

2.1

Building:

That certain four (4) story office building located at 12340 El Camino Real, San Diego, California 92130. The Building shall also be referred to herein as the “Entire Premises.”

2.2

Premises:

The Entire Premises contains 95,997 rentable (76,012 usable) square feet of space consisting of the entire Building, as further depicted on Exhibit A to the Office Lease and as further described below; provided, however, the term “Premises” as used in this Lease shall mean, until that time as the Phase Commencement Date has occurred as to the Entire Premises,

only those phased portions of the

Entire Phase Such

Premises

astowhich

the

Commencement Date has occurred.

phasing of the delivery of such portions of the

Entire Premises will occur in the following phases (each, a “Phase”):

The “Phase I Premises” shall be comprised of 10,192 rentable (8,071 usable) square feet of space on the third (3^rd) floor of the Building commonly known as Suite 325.

The “Phase II Premises” shall be comprised of 29,357 rentable (23,245 usable) square feet of space comprising the fourth (4^th) floor of the Building.

The “Phase III Premises” shall be 34,488 rentable (27,308 usable) square feet of space comprised of (i) 7,831 rentable (6,201 usable) square feet of space on the first (1^st) floor of the Building commonly known as Suite 100,

(ii)18,911 rentable (14,974 usable) square feet of space on the second (2^nd) floor of the Building commonly known as Suite 200, and

(iii)7,746 rentable (6,133 usable) square feet of space on the second (2^nd) floor commonly known as Suite 250 (“Suite 250”).

The “Phase IV Premises” shall be 21,960 rentable (17,388 usable) square feet of space comprised of (i) 3,128 rentable (2,476 usable)

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

square feet of space on the first (1^st) floor of the Building commonly known as Suite 110,

(ii) 6,147 rentable (4,867 usable) square feet of space on the third (3^rd) floor of the Building commonly known as Suite 300, (iii) 1,802 rentable (1,427 usable) square feet of space on the third (3^rd) floor of the Building commonly known as Suite 310, (iv) 8,040 rentable (6,366 usable) square feet of space on the third (3^rd) floor of the Building commonly known as Suite 350, and (v) 2,843 rentable (2,252 usable) square feet of space on the third (3^rd) floor of the Building commonly known as Suite 375.

Each of the above shall be a “Phase” and collectively the “Phases.”

2.3

Project:

The Building is part of an office project known as "Del Mar Corporate Centre II," as further set forth in Section 1.1.2 of this Lease.

3.

Lease Term (Article 2):

3.1

Length of Term:

Approximately ten (10) years and six (6) months.

3.2

Lease Commencement Date; Phased Commencement Dates:

The Lease Commencement Date shall occur upon the Possession Date (as defined in Section 1.1.1 of this Lease) with respect to Phase III Premises (alternatively, the “Lease Commencement Date” or the “Phase III Commencement Date”). With respect to the other Phases, the corresponding phased

commencement

dates

(each

a

“Phase

Commencement Date”) shall be as follows:

(x) the “Phase I Commencement Date” shall be the later of the Phase III Commencement Date or the Possession Date as to the Phase I Premises, (y) the “Phase II Commencement Date” shall be the Possession Date with respect to Phase II Premises, (y) the “Phase IV Commencement Date” shall be the later of the Phase III Commencement Date or the Possession Date with respect to the Phase IV Premises.

3.3

Lease Expiration Date:

The last day of the one hundred twenty-sixth (126^th) full calendar month following the earlier to occur of (i) January 1, 2023, or (ii) the Phase III Commencement Date.

3.4

Option Terms:

Tenant has two (2) options (each an "Extension Option") to extend the Lease Term for a period of five (5)-years (each an "Option Term"), as more particularly set forth in Section 2.2 and Exhibit G of this Lease.

4.

Base Rent (Article 3):

The Base Rent for the particular Phases of the Premises shall be as set forth on Schedule 1 attached to this Lease.

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

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5.

Base Year (Article 4):

Calendar year 2022; provided, however, electricity is separately metered and directly paid by Tenant to the applicable utility provider or, at Landlord's option, to Landlord.

6.

Tenant's Share (Article 4):

When the Lease Commencement Date has occurred as to the Entire Premises, 100% of the Building, and 56% of the Project. Tenant’s Share of each of the respective Phases are as follows:

Tenant’s Share for Phase I: 10.6170% of the Building and 6.0327% of the Project.

Tenant’s Share for Phase II: 30.5812% and 17.3766% of the Project.

Tenant’s Share for Phase III: 35.9261% and 20.4136% of the Project.

Tenant’s Share for Phase IV: 22.8757% and 12.9982% of the Project.

7.

Permitted Use (Article 5):

Tenant may use the Premises solely for general office use, laboratory, research and development use, and uses incidental thereto, all consistent with first-class office standards in the market in which the Project is located (the "Permitted Use").

8.

Letter of Credit (Article 21):

$3,023,905.50, subject to reduction pursuant to the terms of Section 21.3.1 below.

9.

Parking Pass Ratio (Article 28):

3.7 unreserved parking passes for every 1,000 usable square feet of the then-applicable Premises; provided, that when the Phase Commencement Date occurs as to the Entire Premises, Tenant shall have the exclusive right to use the entire parking lot designated for the Building and more particularly shown

on Exhibit A-1.

During the initial Lease

Term and any extension therefor (including any Option Term), Tenant's unreserved parking passes shall generally be without charge; provided, however, Tenant shall remain responsible for any parking taxes or other charges imposed by governmental authorities in connection with its use of such parking, as more particularly detailed in Article 28.

10.

Address of Tenant (Section 29.18):

DermTech, Inc.

11099 N. Torrey Pines Rd., Suite 100 La Jolla, CA 92037

Attention: Office of the General Counsel Telephone Number: (858) 450-4222

E-mail: legalnotices@dermtech.com

(Prior to Lease Commencement Date)

and

DermTech, Inc.

12340 El Camino Real San Diego, CA 92130

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

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Attention: Office of the General Counsel Telephone Number: (858) 450-4222

E-mail: legalnotices@dermtech.com

(After Lease Commencement Date)

11.

Address of Landlord (Section 29.18):

Kilroy Realty, L.P.

c/o Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200 Los Angeles, California 90064

Attention: Legal Department

with copies to:

Kilroy Realty, L.P.

c/o Kilroy Realty Corporation 100 First Street, Suite 250

San Francisco, California 94105 Attention: Mr. John Osmond

and

Kilroy Realty, L.P.

c/o Kilroy Realty Corporation 12770 El Camino Real, Suite 250 San Diego, California 92130 Attention: Mr. Nelson Ackerly

and

Allen Matkins Leck Gamble Mallory & Natsis LLP

1901 Avenue of the Stars, Suite 1800 Los Angeles, California 90067 Attention: Anton N.  Natsis, Esq.

and, for sustainability-related notices only:

Kilroy Realty Corporation

12200 West Olympic Boulevard, Suite 200 Los Angeles, California 90064

Attention: Sara Neff, Senior Vice President – Sustainability

12.

Brokers (Section 29.24):

Representing Tenant: Cushman & Wakefield

Representing Landlord: Cushman & Wakefield

13.

Improvement Allowance (Exhibit B):

$125.00 per rentable square foot of the Premises for a total of $11,999,625.00.

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

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ARTICLE 1

PREMISES, BUILDING, PROJECT, AND COMMON AREAS

1.1

Premises, Building, Project and Common Areas.

1.1.1

The Premises; Delivery of Possession. Landlord hereby leases to Tenant

and Tenant hereby leases from Landlord the premises set forth in Section 2.2 of the Summary (the "Premises"). The outline of the Premises is set forth in Exhibit A attached hereto and each floor

or floors of the Premises has the number of rentable square feet as set forth in Section 2.2 of the Summary. The parties hereto agree that the lease of the Premises is upon and subject to the terms, covenants and conditions (the "TCCs") herein set forth, and Landlord and Tenant each covenant as a material part of the consideration for this Lease to keep and perform each and all of such TCCs by it to be kept and performed. The parties hereto hereby acknowledge that the purpose of Exhibit A is to show the approximate location of the Premises in the "Building," as that term is defined in Section 1.1.2, below, only, and such Exhibit is not meant to constitute an agreement, representation or warranty as to the construction of the Premises, the precise area thereof or the specific location of the "Common Areas," as that term is defined in Section 1.1.3, below, or the elements thereof or of the accessways to the Premises or the "Project," as that term is defined in Section 1.1.2, below. Except as specifically set forth in this Lease and in the Work Letter attached hereto as Exhibit B (the " Work Letter"), Landlord shall tender possession of the Premises to Tenant in its existing "as-is" condition and Landlord shall not be obligated to provide or pay for any improvement work or services related to the improvement of the Premises, Building or Project. Notwithstanding the foregoing, Landlord shall deliver each Phase of the Premises to Tenant vacant, in broom-clean condition, with all building systems in good working order and the roof water-tight, and in compliance with all Applicable Laws (to the extent necessary to obtain or maintain a certificate of occupancy, or its legal equivalent or to perform the Landlord’s Work and the Improvements (provided that Tenant shall be responsible for any compliance work in the Premises and any compliance work in the Building caused by the particular nature of the Improvements being constructed, as opposed to the fact that tenant improvements are being performed generally)), and with the Improvements related to such Phase Substantially Complete. Tenant’s acceptance of any Phase of the Premises shall not be deemed a waiver of Tenant’s right to have defects in the Premises pursuant to the terms of the Tenant Work Letter. The date of Landlord's tendering of possession of the Premises to Tenant following the Substantial Completion of the Improvements (as defined in the Work Letter) shall be the "Possession Date". If for any reason, Landlord is delayed in tendering possession of the Premises to Tenant by any particular date (including, without limitation, on account of any present tenant or occupant of the Premises not vacating the Premises), Landlord shall not be subject to any Losses (as defined in Section 10.1 below) for such failure, and the validity of this Lease shall not be impaired. Neither Landlord nor any agent of Landlord has made any representation or warranty regarding the condition of the Premises, the Building or the Project or with respect to the suitability of any of the foregoing for the conduct of Tenant's business, except as specifically set forth in this Lease and the Work Letter. Landlord shall use its commercially reasonable efforts to obtain vacant, legal possession of the portions of the Premises that are currently leased no later than March 1, 2022 (February 1, 2022 as to Suite 110). Such efforts shall include, without limitation, (i) promptly following execution of this Lease exercising contractual relocation rights under existing leases with tenants whose terms expire beyond such date for their premises, including, without limitation, providing adequate replacement space within Landlord’s (or its affiliates) portfolio, all at Landlord’s sole cost and expense, (ii) entering into lease termination agreements, and (iii) enforcing surrender obligations under existing leases to cause existing tenants to timely surrender their premises in the condition required under their leases.

1.1.2

The Building and the Project. The Premises constitute the building set

forth in Section 2.1 of the Summary (the "Building"). The Building is part of an office project

known as "Del Mar Corporate Centre II." The term "Project," as used in this Lease, shall mean

(i) the Building and the Common Areas, (ii) the land (which is improved with landscaping, parking structures and/or facilities and other improvements) upon which the Building and the Common Areas are located, (iii) the other office building, located adjacent to the Building, with an address of 12390 El Camino Real, San Diego, California (the “12390 Building”) and the land upon which such adjacent office building is/are located, and (iv) at Landlord's discretion, any additional real property, areas, land, buildings or other improvements added thereto, so long as such additional real property or improvements (or the construction and addition thereof) do not unreasonably

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

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interfere with Tenant’s use of the Premises or materially increase the obligations or decrease the rights of Tenant under this Lease.

1.1.3

Common Areas.Tenant shall have the non-exclusive right to use in

common with other tenants in the Project, and subject to the rules and regulations referred to in

Article 5 of this Lease, those portions of the Project which are provided, from time to time, for use in common by Landlord, Tenant and any other tenants of the Project (such areas, together with such other portions of the Project designated by Landlord, in its discretion, including certain areas designated for the exclusive use of certain tenants, or to be shared by Landlord and certain tenants, are collectively referred to herein as the "Common Areas"). The Common Areas shall consist of the "Project Common Areas" and the "Building Common Areas" (as both of those terms are defined below). The term "Project Common Areas," as used in this Lease, shall mean the portion of the Project designated as such by Landlord, and shall include the existing fitness center located in the 12390 Building so long as the same is open and operated as a fitness center for tenants of the Project. The term "Building Common Areas," as used in this Lease, shall mean the portions of the Common Areas located within the Building designated as such by Landlord. The manner in which the Common Areas are maintained and operated shall be at the sole discretion of Landlord, but in all events materially consistent with the first class maintenance and operational standards of “Comparable Buildings” (as that term is defined in Section 2.1 of Exhibit G to this Lease), and the use thereof shall be subject to such rules, regulations and restrictions as Landlord may make from time to time, provided that such rules, regulations and restrictions do not unreasonably interfere with the rights granted to Tenant under this Lease and the Permitted Use. Landlord reserves the right to close temporarily, make alterations or additions to, or change the location of elements of the Project and the Common Areas (but not the Building Common Areas); provided that no such changes shall be permitted which materially reduce Tenant's rights or access hereunder, materially increase Tenant’s obligations hereunder or otherwise unreasonably interfere with Tenant’s use of the Premises for the Permitted Use. Except when and where Tenant's right of access is specifically excluded in this Lease, Tenant shall have the right of access to the Premises, the Building, and the Project parking facility twenty-four (24) hours per day, seven (7) days per week during the "Lease Term," as that term is defined in Section 2.1, below. From and after the occurrence of the Phase Commencement Date as to the Entire Premises (i.e., when the Premises consists of the Entire Premises), all Building Common Areas shall be deemed to be part of the Premises and for Tenant’s sole and exclusive use and Tenant shall have the exclusive right to use all parking for the Building and, Tenant shall have the exclusive right to use the areas of the Project outside of the Premises allocated to the Building including, without limitation, the roof and exterior portions of the Building, the parking areas, and all landscaped areas (collectively, the “Outside Areas”) as shown on Exhibit A-1 hereto. None of the foregoing shall result in a change to the rentable area of the Premises. Tenant may use all driveways, sidewalks, parking, loading and landscaped areas only for their intended purposes. Landlord shall reasonably cooperate with Tenant to maintain the exclusivity of the Outside Areas. Landlord shall not use, alter, increase, decrease or otherwise modify the Outside Areas, or permit any third party to do so, in a manner that would materially interfere with Tenant’s use of the Premises or the Outside Areas, or rights or access hereunder, reduce Tenant’s parking rights, reduce of otherwise affect, result in the construction of alterations or improvements in the Outside Areas without Tenant’s prior written consent or materially increase the obligations or decrease the rights of Tenant under this Lease.

1.1.4

Parking Conversion Rights. Subject to compliance with all Applicable

Laws and the TCCs, Tenant shall have the right to enclose the parking areas identified on Exhibit A-1 and/or to convert the same to interior space. If such enclosure consists of mere caging or similar enclosing and securing of such areas, then such enclosure and the use thereof shall not

increase the rentable square footage of the Premises. If Tenant permanently encloses such parking areas and converts them to interior space, then (i) Tenant shall cause such areas to be measured in accordance with the BOMA standard used to measure the Premises and the rentable square footage of the Premises shall be increased by such amount, (ii) Tenant shall pay Base Rent on such areas at the same rates applicable to the remainder of the Premises (i.e., the first twelve (12) months following the addition of such area shall be at $2.65 per rentable square foot and shall increase thereafter in the manner applicable to the other Premises and the rental charts set forth on Schedule

I) and (iii) Landlord shall provide Tenant with an Improvement Allowance in the amount of $125 per rentable square foot of such area.

1.2

Stipulation of Rentable Square Feet of Premises and Building.Except as

provided in Section 1.1.5 above, for purposes of this Lease, "rentable square feet" and "usable

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

-6-

square feet" of the Premises shall be deemed as set forth in Section 2.2 of the Summary and the rentable square feet of the Building shall be deemed as set forth in Section 2.1 of the Summary.

1.3

Delayed Delivery.

1.3.1

Abatement Remedy. Notwithstanding anything contained herein to the

contrary, if Landlord does not cause the Possession Date to occur with respect to any Phase the

Premises on or before the date that is three (3) months following the “anticipated Possession Date” for such portion of the Premises as set forth in the table below (each such date, an "Outside Delivery Date", each of which shall be extended on a day for day basis to the extent of delays caused by events of Force Majeure, Tenant Delays and delays caused by the City of San Diego planning department, including without limitation, the failure to grant a pre-inspection of the Improvements or the applicable Phase of the Premises), then Tenant shall be entitled to receive a day-for-day abatement of Base Rent (in addition to any other Base Rent abatement provided herein) otherwise due for the portion of the Premises not delivered for the number of days that occur in the "Delayed Delivery Period," as that term is defined below. For purposes of this Lease, the "Delayed Delivery Period" shall mean the period commencing on the day that occurs immediately following the Outside Delivery Date and continuing until the date upon which the Possession Date occurs for the applicable portion of the Premises. With respect to the Phase III Premises, Tenant hereby acknowledges that there shall be no abatement remedy pursuant to the terms of this Section 1.3.1 for any delayed delivery of Suite 250 beyond the Outside Delivery Date, and if Landlord delivers the remainder of the Phase III Premises other than Suite 250, the delivery prior to the Outside Delivery Date for the Phase III Premises shall be deemed satisfied and Tenant shall have no right to any Base Rent abatement.

1.3.2

Termination Remedy.  Notwithstanding anything contained herein to the

contrary, if the Possession Date with respect to the Phase III Premises (other than Suite 250, which shall be expressly excluded from the remedies set forth in this Section 1.3, and if Landlord delivers the remainder of the Phase III Premises other than Suite 250, the delivery prior to the Phase III Termination Outside Date shall be deemed satisfied and Tenant shall have no right to terminate this Lease) does not occur on or before March 1, 2023 (the "Phase III Termination Outside Date", which shall be extended on a day for day basis to the extent of delays caused by events of Force Majeure and Tenant Delays), then Tenant shall have the right to deliver a written notice to

Landlord (a "Termination Notice") electing to terminate this Lease in its entirety effective upon the date occurring five (5) business days following receipt by Landlord of the Termination Notice (the "Effective Termination Date"). If Tenant delivers such a Termination Notice to Landlord, then Landlord shall have the right to suspend the occurrence of the Effective Termination Date for a period ending forty-five (45) days after the Phase III Termination Outside Date by delivering written notice to Tenant prior to the Effective Termination Date, that, in Landlord's reasonable, good faith judgment, the Possession Date with respect to the Phase III Premises will occur within forty-five (45) days after the Phase III Termination Outside Date. If the Possession Date with respect to the Phase III Premises occurs within such forty-five (45) day suspension period, then the Termination Notice shall be of no force or effect, but if the Possession Date with respect to the Phase III Premises does not occur within such forty-five (45) day suspension period, then this Lease shall terminate in its entirety and have no further force or effect upon the expiration of such forty-five (45) day suspension period and Landlord shall refund to Tenant any prepaid Rent paid by Tenant to Landlord and return the L-C to Tenant.

1.4

Early Occupancy of Portion of Premises. Following the date upon which the

same become vacant, Tenant shall have the right to occupy either or both of the Phase I Premises and Suite 250 (to the extent the same becomes available prior to the Lease Commencement Date) (the “Early Occupancy Premises”) prior to the Lease Commencement Date (such period from the date upon which Tenant occupies the Early Occupancy Premises until the Lease Commencement Date shall be referred to herein as the "Early Occupancy Period"), provided that

(A) Tenant shall give Landlord at least ten (10) days' prior notice of any such occupancy of the Early Occupancy Premises, (B) a temporary certificate of occupancy (or its legal equivalent) shall

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

-7-

Phase

Anticipated Possession Date

Phase II

April 1, 2022

Phase III (excluding Suite 250)

August 1, 2022

have been issued by the appropriate governmental authority for the Early Occupancy Premises, and (C) all of the terms and conditions of this Lease shall apply to the Early Occupancy Premises (and not the remainder of the Premises) as though the Lease Commencement Date had occurred (although the Lease Commencement Date shall not actually occur until the occurrence of the same pursuant to Section 3.2 of the Summary) upon such occupancy of the Early Occupancy Premises by Tenant. Notwithstanding the foregoing, during the Early Occupancy Period, Tenant shall pay "Base Rent," as that term is defined in Article 3 below, in the amount of $4.25 per rentable square foot of the portion of the Early Occupancy Premises occupied by Tenant, and Tenant shall pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Article 4, below and utilities costs for the Early Occupancy Premises during the Early Occupancy Period (with such Tenant’s Share for the entire Early Occupancy Premises being 18.6860%).

1.5

Right of First Refusal. Landlord hereby grants to the tenant originally named

herein (the "Original Tenant") a one-time right of first refusal during the initial Lease Term with

respect to available space located in the 12390 Building (the "Refusal Space"). Notwithstanding the foregoing, such right of first refusal of Tenant shall commence only following the expiration or earlier termination of the existing leases (including renewals (and irrespective of whether any such renewal is pursuant to an express written provision in such tenant's lease or whether such renewal is effectuated by a lease amendment or a new lease)) of the Refusal Space, and such right of first refusal shall be subordinate to all rights with respect to such Refusal Space which are set forth in existing leases of space in the 12390 Building, including any renewal, extension or expansion rights (including, but not limited to, must-take, right of first offer, right of first negotiation, right of first refusal, expansion option and other similar rights) set forth in such leases, regardless of whether such renewal, extension or expansion rights are executed strictly in accordance with their terms, or pursuant to a lease amendment or a new lease (all such tenants under such leases are collectively referred to herein as the "Superior Right Holders"). Tenant's right of first refusal shall be on the terms and conditions set forth in this Section 1.3.

1.5.1Procedure for Lease.

1.5.1.1

Procedure for Offer. Landlord shall notify Tenant (the "Refusal

Notice") from time-to-time when and if Landlord receives a "bona-fide third-party offer" for any particular portion of the Refusal Space that Landlord intends to accept, provided that the Superior Right Holders have waived their rights to such Refusal Space. Pursuant to such Refusal Notice, Landlord shall offer to lease to Tenant such Refusal Space. The Refusal Notice shall describe the Refusal Space, the lease term, base rent and other fundamental material economic terms and conditions (the “Fundamental Terms”) upon which Landlord proposes to lease such Refusal Space pursuant to the bona-fide third-party offer. For purposes of this Section 1.4, a "bona-fide third-party offer" shall mean an offer or counter-offer received by Landlord to lease the Refusal Space from a qualified third party. For purposes of example only, the following would each constitute a bone-fide third-party offer:

1.5.1.1.1

Landlord receives a request for proposal from a

qualified third party. Landlord responds to the request for proposal with a lease proposal and

subsequently receives a written bona-fide counter proposal from the qualified third party that Landlord intends to accept.

1.5.1.1.2

Landlord receives a written offer to lease from a

qualified third party. Landlord responds to the offer with a written counter offer and subsequently

receives a bona-fide counter to Landlord's counter offer from the qualified third party that Landlord intends to accept.

1.5.1.2

Procedure for Acceptance.

If Tenant wishes to exercise

Tenant's right of first refusal with respect to the Refusal Space, then within five (5) days of delivery of the Refusal Notice to Tenant, Tenant shall deliver written notice to Landlord (the "Refusal Exercise Notice") of Tenant's irrevocable exercise of its right of first refusal with respect to all of the Refusal Space set forth in the Refusal Notice (i.e., Tenant may not elect to lease only a portion thereof) at the rent, and upon the other fundamental material economic terms and conditions contained in such Refusal Notice. If Tenant does not deliver the Refusal Exercise Notice to Landlord within such five (5) day period, then Landlord shall be free to negotiate and enter into a lease or lease amendment for such Refusal Space with anyone and on any terms Landlord desires; provided, that prior to entering a lease with a third party tenant on Fundamental Terms which, on a net effective, present value basis, are more than 10% more favorable to the third party tenant

KILROY REALTY

Del Mar Corporate Centre II

[DermTech, Inc.]

4850-3473-7639.7

377185.00017/7-1-21/gjn/gjn

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than the terms contained in the Refusal Notice, Landlord shall first deliver a revised Refusal Notice to Tenant on such more favorable terms in accordance with the procedure set forth above.

1.5.2

Amendment to Lease. If Tenant timely exercises Tenant's right of first

refusal to lease the Refusal Space as set forth herein, Landlord and Tenant shall within thirty (30)

days thereafter execute an amendment to this Lease (the "Refusal Space Amendment") for such Refusal Space upon the terms set forth in the Refusal Notice, but otherwise upon the terms and conditions set forth in this Lease and this Section 1.4; provided, however, the term with respect to the Refusal Space shall be coterminous with this Lease and any concessions offered in the Refusal Notice shall be prorated to reflect such term. An otherwise valid exercise of the such right of first refusal shall be fully effective whether or not a lease amendment is executed.

1.5.3

Termination of Refusal Right. The rights contained in this Section 1.4

shall be personal to the Original Tenant and any Permitted Transferee Assignee, and may only be exercised during the initial Lease Term by the Original Tenant or any Permitted Transferee Assignee (and not any other assignee, sublessee or other transferee of Tenant's interest in this

Lease) if the Original Tenant has not assigned this Lease to a Transferee (other than a Permitted Transferee Assignee) and has not subleased more than thirty -three percent (33%) of the then- existing Premises to Transferees (other than Permitted Transferees). The right of first refusal granted herein shall terminate as to the particular Refusal Space upon the failure by Tenant to timely exercise its right of first refusal with respect to such portion of the Refusal Space. The right to lease the Refusal Space as provided in this Section 1.4 may not be exercised if, as of the date of the attempted exercise of the right of first refusal by Tenant, or as of the scheduled date of delivery of the Refusal Space to Tenant, Tenant is in breach or default under this Lease. The right of first refusal granted herein shall terminate as to all Refusal Space and thereafter shall be of no further force or effect on the date that is two (2) years prior to the Lease Expiration Date, it being acknowledged by Tenant that such right of first refusal shall be ineffective as to the Refusal Space when it is expected that the lease of such Refusal Space will not commence on or before the date that is two (2) years prior to the initial Lease Expiration Date.

ARTICLE 2

LEASE TERM; OPTION TERMS

2.1

Initial Lease Term. The TCCs and provisions of this Lease shall be effective as

of the date of this Lease. The term of this Lease (the "Lease Term") shall be as set forth in

Section 3.1 of the Summary, shall commence on the date set forth in Section 3.2 of the Summary (the "Lease Commencement Date"), and shall terminate on the date set forth in Section 3.3 of the Summary (the "Lease Expiration Date") unless this Lease is sooner terminated as hereinafter provided. Tenant hereby acknowledges that portions of the Premises are currently occupied by other tenants of the Building. If Landlord is unable for any reason to deliver possession of the Premises to Tenant on any specific date, then Landlord shall not be subject to any liability for its failure to do so, and such failure shall not affect the validity of this Lease or the obligations of Tenant hereunder. For purposes of this Lease, the term "Lease Year" shall mean each consecutive twelve (12) calendar month period during the Lease Term; provided, however, that the first Lease Year shall commence on the Lease Commencement Date and end on the last day of the month in which the first anniversary of the Lease Commencement Date occurs (or if the Lease Commencement Date is the first day of a calendar month, then the first Lease Year shall commence on the Lease Commencement Date and end on the day immediately preceding the first anniversary of the Lease Commencement Date), and the second and each succeeding Lease Year shall commence on the first day of the next calendar month; and further provided that the last Lease Year shall end on the Lease Expiration Date. For purposes of this Lease, the term "Lease Month" shall mean each succeeding calendar month during the Lease Term; provided that the first Lease Month shall commence on the Lease Commencement Date and shall end on the last day of the first (1^st) full calendar month of the Lease Term and that the last Lease Month shall expire on the Lease Expiration Date. At any time during the Lease Term, Landlord may deliver to Tenant a notice in the form as set forth in Exhibit C, attached hereto, as a confirmation only of the information set forth therein, which Tenant shall execute (or provide factually corrective comments to) and return to Landlord within twenty (20) days of receipt thereof.

2.2

Extension Options. Tenant's Extension Options shall be as provided in accordance

with, the terms of Exhibit G attached hereto.

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ARTICLE 3

BASE RENT

Tenant shall pay, without prior notice or demand, to Landlord or Landlord's agent at the management office of the Project, or, at Landlord's option, at such other place as Landlord may from time to time designate in writing, by a check for currency which, at the time of payment, is legal tender for private or public debts in the United States of America, base rent ("Base Rent") as set forth in Section 4 of the Summary, payable in equal monthly installments as set forth in Section 4 of the Summary in advance on or before the first day of each and every calendar month during the Lease Term, without any setoff or deduction whatsoever, except to the extent expressly provided in this Lease. In accordance with Section 4 of the Summary, any increases in Base Rent shall occur on the first day of the applicable Lease Month. The parties acknowledge, however, that Tenant shall pay Base Rent for each "calendar month" of the Lease Term (or a prorated portion of a "calendar month", as applicable), even though the first "Lease Month" may pertain to a period longer than one (1) calendar month. The Base Rent for the first two (2) full calendar months of the Lease Term shall be paid at the time of Tenant's execution of this Lease. If any payment of Rent is for a period which is shorter than one month, the Rent for any such fractional month shall accrue on a daily basis during such fractional month and shall total an amount equal to the product of (i) a fraction, the numerator of which is the number of days in such fractional month and the denominator of which is the actual number of days occurring in such calendar month, and (ii) the then-applicable Monthly Installment of Base Rent. All other payments or adjustments required to be made under the TCCs of this Lease that require proration on a time basis shall be prorated on the same basis.

ARTICLE 4

ADDITIONAL RENT

4.1

In General. In addition to paying the Base Rent specified in Article 3 of this Lease,

Tenant shall pay "Tenant's Share" of the annual "Direct Expenses," as those terms are defined in Sections 4.2.6 and 4.2.2, respectively, of this Lease, which are in excess of the amount of Direct Expenses applicable to the "Base Year," as that term is defined in Section 4.2.1, below; provided, however, that in no event shall any decrease in Direct Expenses for any "Expense Year" (as that term is defined in Section 4.2.3, below) below Direct Expenses for the Base Year entitle Tenant to any decrease in Base Rent or any credit against sums due under this Lease. Such payments by Tenant, together with any and all other amounts payable by Tenant to Landlord pursuant to the

TCCs of this Lease, are hereinafter collectively referred to as the "Additional Rent," and the Base Rent and the Additional Rent are herein collectively referred to as "Rent." All amounts due under this Article 4 as Additional Rent shall be payable for the same periods and in the same manner as the Base Rent; provided, however, the parties hereby acknowledge that the first monthly installment of Tenant's Share of any "Estimated Excess," as that term is set forth in, and pursuant to the terms and conditions of, Section 4.4.2 of this Lease, shall first be due and payable for the calendar month occurring immediately following the expiration of the Base Year. Without limitation on other obligations of Tenant which survive the expiration of the Lease Term, the obligations of Tenant to pay the Additional Rent provided for in this Article 4 shall survive the expiration of the Lease Term.

4.2

Definitions of Key Terms Relating to Additional Rent. As used in this Article 4,

the following terms shall have the meanings hereinafter set forth:

4.2.1

"Base Year" shall mean the period set forth in Section 5 of the Summary.

4.2.2

"Direct Expenses" shall mean "Operating Expenses" and "Tax Expenses."

4.2.3

"Expense Year" shall mean each calendar year, including the Base Year,

in which any portion of the Lease Term falls, through and including the calendar year in which the

Lease Term expires, provided that Landlord, upon notice to Tenant, may change the Expense Year from time to time to any other twelve (12) consecutive month period, and, in the event of any such change, Tenant's Share of Direct Expenses shall be equitably adjusted for any Expense Year involved in any such change.

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4.2.4

"Operating Expenses" shall mean all expenses, costs and amounts of

every kind and nature which Landlord pays, accrues, or amortizes during any Expense Year

because of or in connection with the ownership, management, maintenance, security, repair, replacement, renovation, restoration or operation of the Project, or any portion thereof, in accordance with sound real estate management and accounting practices, consistently applied. Without limiting the generality of the foregoing, Operating Expenses shall specifically include any and all of the following: (i) the cost of supplying all utilities (but excluding the cost of electricity services consumed in the Premises and the premises of other tenants of the Building and any other buildings in the Project (since Tenant is separately paying for the cost of electricity services pursuant to Section 6.1.2 of the Lease)), the cost of operating, repairing, replacing, maintaining, renovating and restoring the existing utility, telephone, mechanical, sanitary, storm drainage, and elevator systems, and the cost of maintenance and service contracts in connection therewith;

(ii) the cost of licenses, certificates, permits and inspections required to be obtained after the Lease Commencement Date and the cost of contesting any governmental enactments which may increase Operating Expenses, and the costs incurred in connection with a governmentally mandated transportation system management program or similar program; (iii) the cost of all insurance carried by Landlord in connection with the Project; (iv) the cost of landscaping, relamping, and all supplies, tools, equipment and materials used in the operation, repair and maintenance of the Project, or any portion thereof; (v) costs incurred in connection with the parking areas servicing the Project; (vi) a management fee and other costs, including management fees, consulting fees, legal fees and accounting fees, of all contractors and consultants in connection with the management, operation, maintenance, replacement, renovation, repair and restoration of the Project; (vii) payments under any equipment rental agreements and the fair rental value of any management office space in the Project; (viii) wages, salaries and other compensation and benefits, including taxes levied thereon, of all persons (other than persons generally considered to be higher in rank than the position of "Senior Asset Manager") engaged in the operation, maintenance and security of the Project; (ix) costs under any instrument pertaining to the sharing of costs by the Project; (x) operation, repair, maintenance, renovation, replacement and restoration of all systems and equipment and components thereof of the Project; (xi) the cost of janitorial, alarm, security and other services, replacement, renovation, restoration and repair of wall and floor coverings, ceiling tiles and fixtures in common areas, maintenance, replacement, renovation, repair and restoration of curbs and walkways, repair to roofs and re-roofing; (xii) amortization of the cost of acquiring or the rental expense of personal property used in the maintenance, operation and repair of the Project, or any portion thereof (which amortization calculation shall include interest at the "Interest Rate," as that term is set forth in Article 25 of this Lease); (xiii) the cost of capital improvements or other costs incurred in connection with the Project (A) which are intended to effect economies in the operation or maintenance of the Project, or any portion thereof, (B) that are required to comply with present or anticipated conservation programs mandated by Applicable Law, (C) which are replacements or modifications of nonstructural items located in the Common Areas required to keep the Common Areas in good order or condition, (D) that are required under any governmental law or regulation by a federal, state or local governmental agency, except for capital repairs, replacements or other improvements to remedy a condition existing prior to the Lease Commencement Date which an applicable governmental authority, if it had knowledge of such condition prior to the Lease Commencement Date, would have then required to be remedied pursuant to then-current governmental laws or regulations in their form existing as of the Lease Commencement Date and pursuant to the then-current interpretation of such governmental laws or regulations by the applicable governmental authority as of the Lease Commencement Date, or

(E) that relate to the safety or security of the Project; provided, however, that any capital expenditure shall be amortized with interest at the Interest Rate over its useful life as Landlord shall reasonably determine in accordance with sound real estate management and accounting practices reasonably consistent with those used by owners of Comparable Buildings, consistently applied, or (Z) with respect to those items included under item (A) above, their recovery/payback period as Landlord shall reasonably determine in accordance with sound real estate management and accounting practices reasonably consistent with those used by owners of Comparable Buildings, consistently applied; (xiv) costs, fees, charges or assessments imposed by, or resulting from any mandate imposed on Landlord by, any federal, state or local government for fire and police protection, trash removal, community services, or other services which do not constitute "Tax Expenses" as that term is defined in Section 4.2.5, below; (xv) payments under any easement, license, operating agreement, declaration, restrictive covenant, or instrument pertaining to the sharing of costs by the Project and (xvi) costs of any additional services not provided to the Project as of the Lease Commencement Date but which are thereafter provided by Landlord in connection

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with its prudent management of the Project. Notwithstanding the foregoing, for purposes of this Lease, Operating Expenses shall not, however, include:

(a)

costs, including marketing costs, legal fees, space planners'

fees, advertising and promotional expenses, and brokerage fees incurred in connection with the

original construction or development, or original, past, or future leasing of the Project, and costs, including permit, license and inspection costs, incurred with respect to the installation of improvements made for new tenants initially occupying space in the Project after the Lease Commencement Date or incurred in renovating or otherwise improving, decorating, painting or redecorating vacant space for tenants or other occupants of the Project (excluding, however, such costs relating to any common areas of the Project or parking facilities);

(b)

except as set forth in items (xi), (xii), (xiii), and (xiv) above

and to the extent needed to repair or maintain existing improvements, depreciation, interest and principal payments on mortgages and other debt costs, if any, penalties and interest;

(c)

costs for which the Landlord is reimbursed by any tenant or

occupant of the Project or by insurance by its carrier or any tenant's carrier or by anyone else (except to the extent of deductibles), and electric power costs for which any tenant directly contracts with the local public service company;

(d)

any bad debt loss, rent loss, or other reserves;

(e)

costs associated with the operation of the business of the

partnership or entity which constitutes the Landlord, as the same are distinguished from the costs

of operation of the Project (which shall specifically include, but not be limited to, accounting costs associated with the operation of the Project). Costs associated with the operation of the business of the partnership or entity which constitutes the Landlord include costs of partnership accounting and legal matters, costs of defending any lawsuits with any mortgagee (except as the actions of the Tenant may be in issue), costs of selling, syndicating, financing, mortgaging or hypothecating any of the Landlord's interest in the Project, and costs incurred in connection with any disputes between Landlord and its employees, between Landlord and Project management, or between Landlord and other tenants or occupants, or between Landlord and any third party, and Landlord's general corporate overhead and general and administrative expenses;

(f)

the wages and benefits of any employee who does not devote

substantially all of his or her employed time to the Project unless such wages and benefits are

prorated to reflect time spent on operating and managing the Project vis-a-vis time spent on matters unrelated to operating and managing the Project; provided, that in no event shall Operating Expenses for purposes of this Lease include wages and/or benefits attributable to personnel above the level of Senior Asset Manager;

(g)

amount paid as ground rental for the Project by the Landlord;

(h)

overhead and profit increment paid to the Landlord or to

subsidiaries or affiliates of the Landlord for services in the Project to the extent the same exceeds

the costs of such services rendered by qualified, first-class unaffiliated third parties on a competitive basis;

(i)

any compensation paid to clerks, attendants or other persons

in commercial concessions operated by the Landlord, provided that any compensation paid to any concierge or parking attendants at the Project shall be includable as an Operating Expense;

(j)

rentals and other related expenses incurred in leasing air

conditioning systems, elevators or other equipment which if purchased the cost of which would be

excluded from Operating Expenses as a capital cost, except equipment not affixed to the Project which is used in providing janitorial or similar services and, further excepting from this exclusion such equipment rented or leased to remedy or ameliorate an emergency condition in the Project;

(k)

all items and services for which Tenant or any other tenant

in the Project reimburses Landlord (or which Landlord could had obtained reimbursement for it if

had used commercially reasonable efforts to obtain such reimbursement) or which Landlord provides selectively to one or more tenants (other than Tenant) without reimbursement;

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(l)

costs, other than those incurred in ordinary maintenance and

repair, for sculpture, paintings, fountains or other objects of art;

(m)

any costs expressly excluded from Operating Expenses

elsewhere in this Lease;

(n)

rent for any office space occupied by Project management

personnel to the extent the size or rental rate of such office space exceeds the size or fair market

rental value of office space occupied by management personnel of the Comparable Buildings, with adjustment where appropriate for the size of the applicable project;

(o)

costs to the extent arising from the gross negligence or

willful misconduct of Landlord or its agents, employees, vendors, contractors, or providers of materials or services; and

(p)

costs incurred to comply with laws relating to the removal of

Hazardous Material which was in existence in the Building or on the Project prior to the Lease

Commencement Date; and costs incurred to remove, remedy, contain, or treat any Hazardous Material, which hazardous material or substance is brought into the Building or onto the Project after the date hereof by Landlord, any Landlord Parties or any other tenant of the Project;

(q)

fees payable by Landlord for management of the Project in

excess of three percent (3%) (the "Management Fee Cap") of Landlord's gross rental revenues,

adjusted and grossed up to reflect a one hundred percent (100%) occupancy of the Project with all tenants paying rent, including base rent, pass-throughs, and parking fees (but excluding the cost of after-hours services or utilities and the amount of the management fee) from the Project for any calendar year or portion thereof;

(r)     costs of repairs or other work occasioned by fire, windstorm or other casualty (other than those amounts within the deductible limits of insurance policies actually carried by Landlord, which amounts shall be includable as Operating Expenses (subject to clause (t) below) so long as such deductibles are within the generally prevailing range of deductibles to policies carried by landlords of the Comparable Buildings and this Lease is not terminated as a result of such casualty) which are covered by Landlord’s insurance policies or would be covered if Landlord had maintained insurance in accordance with this Lease;

(s)

reserves for future expenses;

(t)

earthquake insurance deductibles in an amount greater than

$1.00 per rentable square foot of the Project (the “Annual Limit”) in any year (provided, however, that, notwithstanding anything else herein to the contrary, if, for any occurrence, the earthquake insurance deductible exceeds the Annual Limit, then, after such deductible is included (up to the Annual Limit) in Operating Expenses for the applicable calendar year, such excess may be included (up to the Annual Limit) in Operating Expenses for the immediately succeeding calendar year, and any portion of such excess that is not so included in Operating Expenses for such

immediately succeeding calendar year may be included (up to the Annual Limit) in Operating Expenses for the next succeeding calendar year, and so on with respect to each subsequent calendar year);

(u)

The cost of repairing any damage caused by hazards or

casualty described in (i) Landlord's policies of insurance actually carried by Landlord, (ii) policies

of insurance which Landlord is required to maintain pursuant to this Lease, and (iii) extended coverage endorsements covering the Project to the extent Landlord is compensated through proceeds of insurance;

(v) costs incurred by Landlord to furnish any particular work or service for other tenants which Landlord is not furnishing to Tenant as a result of Tenant undertaking to perform such work or service in lieu of performance thereof by Landlord;

(w)

Costs arising from latent defects in the base, shell or core of

the Building or improvements installed by Landlord or repair thereof, including costs to correct any defect in the delivery condition of the Building specified in Section 1.1.1 above;

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(x)

All costs or expenses (including but not limited to fines,

penalties, interest and legal fees) incurred due to the violation by Landlord, its employees, agents, contractors or assigns, or any tenant (other than Tenant) or other occupant of the Project, of the terms and conditions of any lease or other occupancy agreement pertaining to the Project, or of any covenants, conditions, restrictions, easements and similar private contracts;

(y)

costs incurred in connection with disputes between Landlord

and any third party;

(z)

costs   arising   from   Landlord’s   charitable   or   political

contributions;

(aa)

interest, fines or penalties assessed as a result of Landlord’s

failure to make payments in a timely manner, unless such failure is caused by Tenant;

(bb)

entertainment,   dining,   travel,   club,   trade   or   industry

organization expenses;

(cc)

Tax Expenses or any item expressly excluded from Tax

Expenses; and

(dd)

costs for the operation, repair, maintenance or replacement

of any other building in the Project other than with respect to any Project Common Areas located within any such building.

If Landlord is not furnishing any particular work or service (the cost of which, if performed by Landlord, would be included in Operating Expenses) to a tenant who has undertaken to perform such work or service in lieu of the performance thereof by Landlord, Operating Expenses shall be deemed to be increased by an amount equal to the additional Operating Expenses which would reasonably have been incurred during such period by Landlord if it had at its own expense furnished such work or service to such tenant. If the Project is not fully occupied during all or a portion of any Expense Year (including, without limitation, if any portion of the Project is unleased or is leased, but is not then being used by a tenant in the ordinary course of its business), Landlord may elect to make an appropriate adjustment to the components of Direct Expenses for such Expense Year to determine the amount of Direct Expenses that would have been incurred had the Project been fully occupied; and the amount so determined shall be deemed to have been the

amount of Direct Expenses for such Expense Year.

For purposes hereof, cost savings in

components of Operating Expenses arising by reason of the cessation of use by tenants at the

Project due to Casualty (as defined in Section 11.1 below), Force Majeure (as defined in Section

29.16 below), or other extraordinary circumstances are considered variable Operating Expenses that shall be grossed up in Operating Expenses in any Expense Year (including the Base Year) in which such savings occur. If Operating Expenses for the Base Year include amortized costs, or costs (including, but not limited to, costs of insurance, personnel, and increased or new services) relating to extraordinary circumstances, including, but not limited to, Casualty, Force Majeure, boycotts, strikes, conservation surcharges, embargoes or shortages, then at such time as such costs are no longer applicable, the increased Operating Expenses attributable thereto shall be excluded from the Base Year Operating Expenses. In no event shall each of the components of Direct Expenses for any Expense Year related to utility costs, Tax Expenses, Project services costs or Project insurance costs be less than each of the corresponding components of Direct Expenses related to such utility costs, Tax Expenses, Project services costs and Project insurance costs in the Base Year. Except for the management fee permitted pursuant to Section 4.2.4 above, Landlord shall not (i) make a profit by charging items to Operating Expenses that are otherwise also charged separately to others and (ii) subject to Landlord's right to adjust the components of Operating Expenses described above in this paragraph, collect Operating Expenses from Tenant and all other tenants in the Building in an amount in excess of what Landlord incurs for the items included in Operating Expenses.

4.2.5Taxes.

4.2.5.1

"Tax Expenses" shall mean all federal, state, county, or local

governmental or municipal taxes, fees, charges or other impositions of every kind and nature,

whether general, special, ordinary or extraordinary, (including, without limitation, real estate taxes, general and special assessments, transit taxes, leasehold taxes or taxes based upon the receipt of

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rent, including gross receipts or sales taxes applicable to the receipt of rent, unless required to be paid by Tenant, personal property taxes imposed upon the fixtures, machinery, equipment, apparatus, systems and equipment, appurtenances, furniture and other personal property used in connection with the Project, or any portion thereof), which shall be paid or accrued during any Expense Year (without regard to any different fiscal year used by such governmental or municipal authority) because of or in connection with the ownership, leasing and operation of the Project, or any portion thereof (including, without limitation, the land upon which the Building and the parking facility adjacent to the Building are located).

4.2.5.2

Tax Expenses shall include, without limitation: (i) Any tax on the

rent, right to rent or other income from the Project, or any portion thereof, or as against the business

of leasing the Project, or any portion thereof; (ii) Any assessment, tax, fee, levy or charge in addition to, or in substitution, partially or totally, of any assessment, tax, fee, levy or charge previously included within the definition of real property tax, it being acknowledged by Tenant and Landlord that Proposition 13 was adopted by the voters of the State of California in the June 1978 election ("Proposition 13") and that assessments, taxes, fees, levies and charges may be imposed by governmental agencies for such services as fire protection, street, sidewalk and road maintenance, refuse removal and for other governmental services formerly provided without charge to property owners or occupants, and, in further recognition of the decrease in the level and quality of governmental services and amenities as a result of Proposition 13, Tax Expenses shall also include any governmental or private assessments or the Project's contribution towards a governmental or private cost-sharing agreement for the purpose of augmenting or improving the quality of services and amenities normally provided by governmental agencies; (iii) Any assessment, tax, fee, levy, or charge allocable to or measured by the area of the Premises or the Rent payable hereunder, including, without limitation, any business or gross income tax or excise tax with respect to the receipt of such rent, or upon or with respect to the possession, leasing, operating, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises, or any portion thereof; (iv) Any assessment, tax, fee, levy or charge, upon this transaction or any document to which Tenant is a party, creating or transferring an interest or an estate in the Premises; and (v) all of the real estate taxes and assessments imposed upon or with respect to the Building and all of the real estate taxes and assessments imposed on the land and improvements comprising the Project.

4.2.5.3

Any costs and expenses (including, without limitation, reasonable

attorneys' fees) incurred in attempting to protest, reduce or minimize Tax Expenses shall be

included in Tax Expenses in the Expense Year such expenses are paid. Except as set forth in Section 4.2.5.4, below, refunds of Tax Expenses shall be credited against Tax Expenses and refunded to Tenant regardless of when received, based on the Expense Year to which the refund is applicable, provided that in no event shall the amount to be refunded to Tenant for any such Expense Year exceed the total amount paid by Tenant as an increase in Tax Expenses under this Article 4 for such Expense Year. If Tax Expenses for any period during the Lease Term or any extension thereof are increased after payment thereof for any reason, including, without limitation, error or reassessment by applicable governmental or municipal authorities, Tenant shall pay Landlord within thirty (30) days following demand Tenant's Share of any such increased Tax Expenses included by Landlord as Building Tax Expenses pursuant to the TCCs of this Lease. Notwithstanding anything to the contrary contained in this Section 4.2.5 (except as set forth in Section 4.2.5.2, above), there shall be excluded from Tax Expenses (i) all excess profits taxes, franchise taxes, gift taxes, capital stock taxes, inheritance and succession taxes, estate taxes, documentary transfer taxes, federal and state income taxes, and other taxes to the extent applicable to Landlord's general or net income (as opposed to rents, receipts or income attributable to operations at the Project), (ii) any items included as Operating Expenses, (iii) any items paid by Tenant under Section 4.5 of this Lease, (iv) tax penalties incurred as a result of Landlord’s negligence, willful misconduct, or inability, unwillingness or failure to make payments when due,

(v) taxes payable due to any superior lease affecting the Project, (vi) taxes or assessments imposed on land and improvements other than the Project, and (vii) any tax or assessment expense or any increase therein (a) in excess of the amount which would be payable if such tax or assessment expense were paid in installments over the longest permitted term or (b) resulting from the improvement of any of the Project for the sole use of other occupants. Notwithstanding anything to the contrary set forth in this Lease, only Landlord may institute proceedings to reduce Tax Expenses and the filing of any such proceeding by Tenant without Landlord's consent shall

constitute an

Event

of

Default

by

Tenant

under this Lease.Notwithstanding the foregoing,

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Landlord shall not be obligated to file any application or institute any proceeding seeking a reduction in Tax Expenses.

4.2.5.4

Notwithstanding anything to the contrary set forth in this Lease,

the amount of Tax Expenses for the Base Year and any Expense Year shall be calculated without taking into account any decreases in real estate taxes obtained in connection with Proposition 8, and, therefore, the Tax Expenses in the Base Year and/or an Expense Year may be greater than those actually incurred by Landlord, but shall, nonetheless, be the Tax Expenses due under this Lease; provided that (i) any costs and expenses incurred by Landlord in securing any Proposition 8

reduction shall not be included in Direct Expenses for purposes of this Lease, and (ii) tax refunds under Proposition 8 shall not be deducted from Tax Expenses, but rather shall be the sole property of Landlord. Landlord and Tenant acknowledge that this Section 4.2.5.4 is not intended to in any way affect (A) the inclusion in Tax Expenses of the statutory two percent (2.0%) annual maximum allowable increase in Tax Expenses (as such statutory increase may be modified by subsequent legislation), or (B) the inclusion or exclusion of Tax Expenses pursuant to the terms of Proposition 13, which shall be governed pursuant to the terms of Sections 4.2.5.1 through 4.2.5.3, above.

4.2.6

"Tenant's Share" shall mean the percentage set forth in Section 6 of the

Summary.

4.3

Allocation of Direct Expenses.

4.3.1 Method of Allocation. The parties acknowledge that the Building is a part of a multi-building project and that the costs and expenses incurred in connection with the Project (i.e. the Direct Expenses) should be shared between the tenants of the Building and the tenants of the other buildings in the Project. Accordingly, as set forth in Section 4.2 above, Direct Expenses (which consists of Operating Expenses and Tax Expenses) are determined annually for the Project as a whole, and a portion of the Direct Expenses, which portion shall be determined by Landlord on an equitable basis, shall be allocated to the tenants of the Building (as opposed to the tenants of any other buildings in the Project) and such portion shall be the Direct Expenses for purposes of this Lease. Such portion of Direct Expenses allocated to the tenants of the Building shall include all Direct Expenses attributable solely to the Building and an equitable portion of the Direct Expenses attributable to the Project as a whole.

4.3.1

Cost Pools. Landlord shall have the right, from time to time, to equitably

allocate some or all of the Direct Expenses for the Project among different portions or occupants

of the Project (the "Cost Pools"), in Landlord's reasonable discretion, so long as such Cost Pools are consistently applied. Such Cost Pools may include, but shall not be limited to, the office space tenants of a building of the Project or of the Project, and the retail space tenants of a building of the Project or of the Project. The Direct Expenses within each such Cost Pool shall be allocated and charged to the tenants within such Cost Pool in an equitable manner.

4.4

Calculation and Payment of Additional Rent. If for any Expense Year ending

or commencing within the Lease Term, Tenant's Share of Direct Expenses for such Expense Year exceeds Tenant's Share of Direct Expenses applicable to the Base Year, then Tenant shall pay to

Landlord, in the manner set forth in Section 4.4.1, below, and as Additional Rent, an amount equal to the excess (the "Excess").

4.4.1 Statement of Actual Direct Expenses and Payment by Tenant. Landlord shall give to Tenant following the end of each Expense Year, a statement (the "Statement") which shall state in general major categories the Direct Expenses incurred or accrued for the particular Expense Year, and which shall indicate the amount of the Excess. Landlord shall use commercially reasonable efforts to deliver such Statement to Tenant on or before May 1 following the end of the Expense Year to which such Statement relates. Upon receipt of the Statement for each Expense Year commencing or ending during the Lease Term, if an Excess is present, Tenant shall pay, within thirty (30) days after receipt of the Statement, the full amount of the Excess for such Expense Year, less the amounts, if any, paid during such Expense Year as "Estimated Excess," as that term is defined in Section 4.4.2, below, and if Tenant paid more as Estimated Excess than the actual Excess, Tenant shall receive a credit in the amount of Tenant's overpayment against Rent next due under this Lease or Landlord may apply such overpayment against any unpaid Rent. The failure of Landlord to timely furnish the Statement for any Expense Year shall not prejudice Landlord or Tenant from enforcing its rights under this Article 4. Even

though the

Lease

Term

has

expired

and

Tenant has vacated the Premises, when the final

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4850-3473-7639.7

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determination is made of Tenant's Share of Direct Expenses for the Expense Year in which this Lease terminates, if an Excess is present, Tenant shall, within thirty (30) days after receipt of the Statement, pay to Landlord such amount, and if Tenant paid more as Estimated Excess than the actual Excess, Landlord shall, within thirty (30) days, deliver a check payable to Tenant in the amount of the overpayment or apply such overpayment against any unpaid Rent. The provisions of this Section 4.4.1 shall survive the expiration or earlier termination of the Lease Term. Notwithstanding the immediately preceding sentence, Tenant shall not be responsible for Tenant's Share of any Direct Expenses attributable to any Expense Year which are first billed to Tenant more than two (2) calendar years after the Lease Expiration Date, provided that in any event Tenant shall be responsible for Tenant's Share of Direct Expenses which (x) were levied by any governmental authority or by any public utility companies, and (y) Landlord had not previously received an invoice therefor and which are currently due and owing (i.e., costs invoiced for the first time regardless of the date when the work or service relating to this Lease was performed), at any time following the Lease Expiration Date which are attributable to any Expense Year.

4.4.2

Statement of Estimated Direct Expenses.   In addition, Landlord shall

give Tenant a yearly expense estimate statement (the "Estimate Statement") which shall set forth in general major categories Landlord's reasonable estimate (the "Estimate") of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated excess (the "Estimated Excess") as calculated by comparing the Direct Expenses for such Expense Year,

which shall be based upon the Estimate, to the amount of Direct Expenses for the Base Year. Landlord shall use commercially reasonable efforts to deliver such Estimate Statement to Tenant on or before May 1 of the Expense Year to which such Estimate Statement relates. The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Additional Rent under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Excess theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, within thirty (30) days after receipt of the Estimate Statement, a fraction of the Estimated Excess for the then-current Expense Year (reduced by any amounts paid pursuant to the second to last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Excess set forth in the previous Estimate Statement delivered by Landlord to Tenant. Throughout the Lease Term Landlord shall maintain records with respect to Direct Expenses in accordance with sound real estate management and accounting practices, consistently applied. Landlord shall not revise any Estimate Statement more than one

(1) time per Expense Year.

4.5

Taxes and Other Charges for Which Tenant Is Directly Responsible.

4.5.1

Tenant shall be liable for and shall pay before delinquency, taxes levied

against Tenant's equipment, furniture, fixtures and any other personal property located in or about the Premises. If any such taxes on Tenant's equipment, furniture, fixtures and any other personal

property are levied against Landlord or Landlord's property or if the assessed value of Landlord's property is increased by the inclusion therein of a value placed upon such equipment, furniture, fixtures or any other personal property and if Landlord pays the taxes based upon such increased assessment, which Landlord shall have the right to do regardless of the validity thereof but only under proper protest if requested by Tenant, Tenant shall within thirty (30) days of Landlord’s demand repay to Landlord the taxes so levied against Landlord or the proportion of such taxes resulting from such increase in the assessment, as the case may be.

4.5.2

If the improvements in the Premises, whether installed and/or paid for by

Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof,

are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord's "building standard" in other space in the Building are assessed, then the Tax Expenses levied against Landlord or the property by reason of such excess assessed valuation shall be deemed to be taxes levied against personal property of Tenant and shall be governed by the provisions of Section 4.5.1, above.

4.5.3

Notwithstanding any contrary provision herein, Tenant shall pay prior to

delinquency any (i) rent tax or sales tax, tax, service tax, transfer tax or value added tax, or any

other applicable tax on the rent or services herein or otherwise respecting this Lease, (ii) taxes

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assessed upon or with respect to the possession, leasing, operation, management, maintenance, alteration, repair, use or occupancy by Tenant of the Premises or any portion of the Project, including the Project parking facility; or (iii) taxes assessed upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises.

4.6

Landlord's Records.   Upon Tenant's written request given not more than one

hundred eighty (180) days after Tenant's receipt of a Statement for a particular Expense Year, and

provided that no Event of Default is then occurring, Landlord shall furnish Tenant with such reasonable supporting documentation pertaining to the calculation of the Excess set forth in the

Statement as Tenant may reasonably request.

Landlord shall provide said documentation

pertaining to the relevant Excess to Tenant within sixty (60) days after Tenant's written request

therefor. Within one hundred eighty (180) days after receipt of a Statement by Tenant (the "Audit Period"), if Tenant disputes the amount of the Excess set forth in the Statement, an independent certified public accountant (which accountant (A) is a member of a nationally or regionally recognized certified public accounting firm which has previous experience in auditing financial operating records of landlords of office buildings, (B) shall not already be providing primary accounting and/or lease administration services to Tenant and shall not have provided primary accounting and/or lease administration services to Tenant in the past three (3) years, (C) is not working on a contingency fee basis [i.e., Tenant must be billed based on the actual time and materials that are incurred by the certified public accounting firm in the performance of the audit], and (D) shall not currently or in the future be providing accounting and/or lease administration services to another tenant in the Building and/or the Project in connection with a review or audit by such other tenant of similar expense records), designated and paid for by Tenant, may, after reasonable notice to Landlord and at reasonable times, audit Landlord's records with respect to the Excess set forth in the Statement at Landlord's corporate offices, provided that (i) no Event of Default is then occurring under this Lease, (ii) Tenant has paid all amounts required to be paid under the applicable Estimate Statement and Statement, and (iii) a copy of the audit agreement between Tenant and its particular certified public accounting firm has been delivered to Landlord prior to the commencement of the audit. In connection with such audit, Tenant and Tenant's certified public accounting firm must agree in advance to follow Landlord's reasonable rules and procedures regarding an audit of the aforementioned Landlord records, and shall execute a

commercially reasonable confidentiality agreement regarding such audit.

Any audit report

prepared by Tenant's certified public accounting firm shall be delivered concurrently to Landlord and Tenant within the Audit Period. Tenant's failure to audit the amount of the Excess set forth in any Statement within the Audit Period shall be deemed to be Tenant's approval of such Statement

and Tenant, thereafter, waives the right or ability to audit the amounts set forth in such Statement. If after such audit, Tenant still disputes such Excess, an audit to determine the proper amount shall be made, at Tenant's expense, by an independent certified public accountant (the "Accountant") selected by Landlord and subject to Tenant's reasonable approval; provided that if such audit by the Accountant proves that the Direct Expenses in the subject Expense Year were overstated by more than five percent (5%), then the cost of the Accountant and the cost of such audit shall be paid for by Landlord. Tenant hereby acknowledges that Tenant's sole right to audit Landlord's records and to contest the amount of Direct Expenses payable by Tenant shall be as set forth in this Section 4.6, and Tenant hereby waives any and all other rights pursuant to applicable law to audit such records and/or to contest the amount of Direct Expenses payable by Tenant.

ARTICLE 5

USE OF PREMISES

5.1

Permitted Use. Tenant may use the Premises solely for the Permitted Use set forth

in Section 7 of the Summary and Tenant shall not use or permit the Premises or the Project to be

used by any persons under its control for any other purpose or purposes whatsoever without the prior written consent of Landlord, which may be withheld in Landlord's sole and absolute discretion.

5.2

Prohibited Uses.The uses prohibited under this Lease shall include, without

limitation, use of the Premises or a portion thereof for (i) offices of any agency or bureau of the

United States or any state or political subdivision thereof; (ii) offices or agencies of any foreign governmental or political subdivision thereof; (iii) offices of any health care professionals or service organization; (iv) schools or other training facilities which are not ancillary to corporate, executive or professional office use; (v) retail or restaurant uses; or (vi) communications firms

such as radio and/or television stations.

Tenant further covenants and agrees that it shall not use,

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Del Mar Corporate Centre II