ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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*	The condensed consolidated balance sheet as of December 31, 2016 has been derived from the audited financial statements as of that date.

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(1)	Other comprehensive income consisted solely of unrealized gains or losses, net on available-for-sale securities arising during the periods presented. There were nominal or no reclassification adjustments to net income (loss) resulting from realized gains or losses on the sale of securities and there was no income tax expense related to other comprehensive income during those periods.

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(1)	The error did not impact our net cash provided by or used in operating activities, financing activities or investing activities for any of the periods presented.

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(1)	A portion of the accrual for losses for three and six months ended June 30, 2016 were reversed in December 2016 when we were relieved of our obligation to pay certain disputed costs as a result of Genentech’s unilaterally change to its approach to the allocation of promotional expenses arising from commercialization of the COTELLIC plus Zelboraf combination therapy.

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(1)	Other financing obligations includes payments related to build-to-suit lease arrangements.

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•	In May 2017, we entered into a lease agreement for an aggregate of 110,783 square feet of space in office and research facilities in Alameda, California, which will become our corporate headquarters in 2018.

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In June 2017, we initiated a phase 1b trial of cabozantinib and atezolizumab in locally advanced or metastatic solid tumors. The trial is divided in two parts: a dose-escalation phase and an expansion cohort phase. The trial will evaluate the optimal dose and schedule of daily oral administration of cabozantinib when given in combination with atezolizumab to inform the trial’s subsequent expansion stage.

•	In June 2017, an analysis of CABOSUN conducted on the basis of a blinded IRC review of radiographic images confirmed that cabozantinib demonstrated a clinically meaningful and statistically significant reduction in the rate of disease progression or death as measured by progression-free survival, or PFS.

•	In July 2017, BMS initiated a phase 3 trial, CheckMate 9ER, to evaluate cabozantinib in combination with nivolumab or in combination with nivolumab and ipilimumab, versus sunitinib in patients with previously untreated, advanced or metastatic RCC. The primary endpoint for the trial is PFS.

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In July 2017, we entered into an amendment to our collaboration agreement with Genentech in connection with the settlement of our arbitration with Genentech concerning claims asserted by us against Genentech related to the development, pricing and commercialization of COTELLIC. The amendment resolves our concerns outlined in the arbitration demand and provides for a revised revenue and cost-sharing arrangement, effective as of July 1, 2017, that is applicable to current and potential future commercial uses of COTELLIC.

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In August 2017, we announced that data from clinical trials of cabozantinib and cobimetinib will be the subject of 10 presentations at the European Society for Medical Oncology, or ESMO, 2017 Congress, including from CABOSUN as a late-breaking abstract. Cabozantinib presentations will also include the phase 1b trial of cabozantinib, nivolumab, and ipilimumab in advanced genitourinary malignancies, as well as additional analyses of the METEOR trial in advanced RCC Cobimetinib presentations will include two data sets concerning forms of metastatic melanoma.

•	Net income for the second quarter 2017 was $17.7 million, or $0.06 per share, basic and diluted, compared to a net loss of $(34.8) million, or $(0.15) per share, basic and fully diluted, for the second quarter of 2016.

•	Total revenues for the second quarter 2017 increased to $99.0 million, compared to $36.3 million for the second quarter of 2016.

•	Cost of goods sold for the second quarter 2017 increased to $3.0 million, compared to $1.6 million for the second quarter of 2016.

•	Research and development expenses for the second quarter 2017 increased to $28.2 million, compared to $23.0 million for the second quarter of 2016.

•	Selling, general and administrative expenses for the second quarter 2017 increased to $40.7 million, compared to $35.8 million for the second quarter of 2016.

•	Total other expense, net for the second quarter 2017 decreased to $(8.9) million, compared to $(9.7) million for the second quarter of 2016.

•	Cash and investments decreased to $380.3 million at June 30, 2017, compared to $479.6 million at December 31, 2016.

•	In June 2017, we retired a series of Secured Convertible Notes, referred to herein as the Deerfield Notes, originally issued in July 2010 to entities associated with Deerfield Management Company, or the Deerfield Entities, one year ahead of their July 2018 maturity date. We retired the Deerfield Notes by making a $123.8 million payment to the Deerfield Entities on June 28, 2017.

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(1)	Includes amortization of upfront payments.

(2)	Includes milestone payments.

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•	the effectiveness, or perceived effectiveness, of cabozantinib in comparison to competing products;

•	the safety of cabozantinib, including the existence of serious side effects of cabozantinib and their severity in comparison to those of any competing products;

•	cabozantinib’s relative convenience and ease of administration;

•	unexpected results connected with analysis of data from future or ongoing clinical trials;

•	the timing of cabozantinib label expansions for additional indications, if any, relative to competitive treatments;

•	the price of cabozantinib relative to competitive therapies and any new government initiatives affecting pharmaceutical pricing;

•	the strength of CABOMETYX sales efforts, marketing, medical affairs and distribution support;

•	the sufficiency of commercial and government insurance coverage and reimbursement; and

•	our ability to enforce our intellectual property rights with respect to cabozantinib.

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the federal Anti-Kickback Statute, or AKS, which governs our business activities, including our marketing practices, educational programs, pricing policies, and relationships with healthcare providers or other entities. The AKS prohibits, among other things, persons and entities from knowingly and willfully soliciting, receiving, offering or paying remuneration, directly or indirectly, in exchange for or to induce either the referral of an individual for, or the purchase, order or recommendation of, any good or service for which payment may be made under federal healthcare programs such as the Medicare and Medicaid programs. Remuneration is not

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•	the Federal Food, Drug, and Cosmetic Act, or FDCA, and its regulations, which prohibit, among other things, the introduction or delivery for introduction into interstate commerce of any food, drug, device, or cosmetic that is adulterated or misbranded;

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federal civil and criminal false claims laws and civil monetary penalty laws, which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims for payment from Medicare, Medicaid, or other third-party payers that are false or fraudulent, or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal government;

•	federal criminal laws that prohibit executing a scheme to defraud any healthcare benefit program or making false statements relating to healthcare matters;

•	the Health Insurance Portability and Accountability Act of 1996, or HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, and their implementing regulations, which impose certain requirements relating to the privacy, security and transmission of individually identifiable health information;

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state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws, which may apply to items or services reimbursed by any third-party payer, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts;

•	the Foreign Corrupt Practices Act, a U.S. law which regulates certain financial relationships with foreign government officials (which could include, for example, certain medical professionals);

•	federal and state consumer protection and unfair competition laws, which broadly regulate marketplace activities and activities that potentially harm consumers;

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federal and state government price reporting laws that require us to calculate and report complex pricing metrics to government programs, where such reported prices may be used in the calculation of reimbursement and/or discounts on our marketed drugs (participation in these programs and compliance with the applicable requirements may subject us to potentially significant discounts on our products, increased infrastructure costs, and could potentially affect our ability to offer certain marketplace discounts);

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federal and state financial transparency laws, which generally require certain types of expenditures in the U.S. to be tracked and reported (compliance with such requirements may require investment in infrastructure to ensure that tracking is performed properly, and some of these laws result in the public disclosure of various types of payments and relationships with healthcare providers and healthcare entities, which could potentially have a negative effect on our business and/or increase enforcement scrutiny of our activities); and

•	federal and state healthcare fraud and abuse laws, FDA rules and regulations, as well as false claims laws, including the civil False Claims Act, which govern certain marketing practices, including off-label promotion.

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•	lack of efficacy or harmful side effects;

•	negative or inconclusive clinical trial results may require us to conduct further testing or to abandon projects that we had expected to be promising;

•	our competitors may discover or commercialize other compounds or therapies that show significantly improved safety or efficacy compared to our product candidates;

•	our inability to identify and maintain a sufficient number of trial sites, many of which may already be engaged in other clinical trial programs;

•	patient registration or enrollment in our clinical testing may be lower than we anticipate, resulting in the delay or cancellation of clinical testing;

•	failure by our collaborators to supply us on a timely basis with the product required for a combination trial;

•	failure of our third-party contract research organization or investigators to satisfy their contractual obligations, including deviating from trial protocol; and

•	regulators or institutional review boards may withhold authorization to commence or conduct clinical trials of a product candidate, or delay, suspend or terminate clinical research for various reasons, including noncompliance with regulatory requirements or their determination that participating patients are being exposed to unacceptable health risks.

•	the number of patients who ultimately participate in the clinical trial;

•	the duration of patient follow-up that is appropriate in view of the results or required by regulatory authorities;

•	the number of clinical sites included in the trials; and

•	the length of time required to enroll suitable patient subjects.

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•	the commercial success of both CABOMETYX and COMETRIQ and the revenues we generate from those approved products;

•	costs associated with maintaining our expanded sales, marketing, medical affairs and distribution capabilities for CABOMETYX in advanced RCC and COMETRIQ in the approved MTC indications;

•	the achievement of stated regulatory and commercial milestones under our collaboration with Ipsen;

•	the commercial success of COTELLIC and the revenues generated through our share of related profits and losses for the commercialization of COTELLIC in the U.S. and royalties from COTELLIC sales outside the U.S. under our collaboration with Genentech;

•	the potential regulatory approval of cabozantinib as a treatment for patients with previously untreated advanced RCC and in other indications, both in the U.S. and abroad;

•	future clinical trial results, notably the results from CELESTIAL, our phase 3 pivotal trial in patients with advanced HCC;

•	our future investments in the expansion of our pipeline through drug discovery and corporate development activities;

•	our ability to control costs;

•	the cost of clinical drug supply for our clinical trials;

•	trends and developments in the pricing of oncologic therapeutics in the U.S. and abroad, especially in the European Union;

•	scientific developments in the market for oncologic therapeutics and the timing of regulatory approvals for competing oncologic therapies; and

•	the filing, maintenance, prosecution, defense and enforcement of patent claims and other intellectual property rights.

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•	we are not able to control the amount and timing of resources that our collaborators or potential future collaborators will devote to the development or commercialization of drug candidates or to their marketing and distribution;

•	we are not able to control the U.S. commercial resourcing decisions made and resulting costs incurred by Genentech for cobimetinib, which costs we are obligated to share, in part, under our collaboration agreement with Genentech;

•	collaborators may delay clinical trials, fail to supply us on a timely basis with the product required for a combination trial, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a drug candidate, repeat or conduct new clinical trials or require a new formulation of a drug candidate for clinical testing;

•	disputes may arise between us and our collaborators that result in the delay or termination of the research, development or commercialization of our drug candidates, or that diminish or delay receipt of the economic benefits we are entitled to receive under the collaboration, or that result in costly litigation or arbitration that diverts management’s attention and resources;

•	collaborators may experience financial difficulties;

•	collaborators may not be successful in their efforts to obtain regulatory approvals in a timely manner, or at all;

•	collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to invite litigation that could jeopardize or invalidate our proprietary information or expose us to potential litigation;

•	collaborators may not comply with applicable healthcare regulatory laws;

•	business combinations or significant changes in a collaborator’s business strategy may adversely affect a collaborator’s willingness or ability to complete its obligations under any arrangement;

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•	a collaborator could independently move forward with a competing drug candidate developed either independently or in collaboration with others, including our competitors;

•	we may be precluded from entering into additional collaboration arrangements with other parties in an area or field of exclusivity;

•	future collaborators may require us to relinquish some important rights, such as marketing and distribution rights; and

•	collaborations may be terminated or allowed to expire, which would delay, and may increase the cost of development of our drug candidates.

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•	the commercial success of both CABOMETYX and COMETRIQ and the revenues we generate from those approved products;

•	customer ordering patterns for CABOMETYX and COMETRIQ, which may vary significantly from period to period;

•	the overall level of demand for CABOMETYX and COMETRIQ, including the impact of any competitive products and the duration of therapy for patients receiving CABOMETYX or COMETRIQ;

•	the commercial success of COTELLIC and the revenues generated through our share of related profits and losses for the commercialization of COTELLIC in the U.S. and royalties from COTELLIC sales outside the U.S. under our collaboration with Genentech;

•	costs associated with maintaining our sales, marketing, medical affairs and distribution capabilities for CABOMETYX, COMETRIQ and COTELLIC;

•	our ability to obtain regulatory approval for cabozantinib as a treatment for patients with previously untreated advanced RCC;

•	the achievement of stated regulatory and commercial milestones, under our collaboration agreements;

•	the progress and scope of other development and commercialization activities for cabozantinib and our other compounds;

•	future clinical trial results, notably the results from CELESTIAL, our phase 3 pivotal trial in patients with advanced HCC;

•	our future investments in the expansion of our pipeline through drug discovery and corporate development activities;

•	the inability to obtain adequate product supply for any approved drug product or inability to do so at acceptable prices;

•	recognition of upfront licensing or other fees or revenues;

•	payments of non-refundable upfront or licensing fees, or payment for cost-sharing expenses, to third parties;

•	the introduction of new technologies or products by our competitors;

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•	the timing and willingness of collaborators to further develop or, if approved, commercialize our product candidates out-licensed to them;

•	the termination or non-renewal of existing collaborations or third party vendor relationships;

•	regulatory actions with respect to our product candidates and any approved products or our competitors’ products;

•	disputes or other developments relating to proprietary rights, including patents, litigation matters and our ability to obtain patent protection for our technologies;

•	the timing and amount of expenses incurred for clinical development and manufacturing of cabozantinib;

•	adjustments to expenses accrued in prior periods based on management’s estimates after the actual level of activity relating to such expenses becomes more certain;

•	the impairment of acquired goodwill and other assets;

•	additions and departures of key personnel;

•	general and industry-specific economic conditions that may affect our or our collaborators’ research and development expenditures; and

•	other factors described in this “Risk Factors” section.

•	adverse results or delays in our or our collaborators’ clinical trials;

•	the announcement of FDA approval or non-approval, or delays in the FDA review process, of cabozantinib or our collaborators’ product candidates or those of our competitors or actions taken by regulatory agencies with respect to our, our collaborators’ or our competitors’ clinical trials;

•	the commercial success of both CABOMETYX and COMETRIQ and the revenues we generate from those approved products;

•	the timing of achievement of our clinical, regulatory, partnering and other milestones, such as the commencement of clinical development, the completion of a clinical trial, the filing for regulatory approval or the establishment of collaborative arrangements for cabozantinib or any of our other programs or compounds;

•	actions taken by regulatory agencies with respect to cabozantinib or our clinical trials for cabozantinib;

•	the announcement of new products by our competitors;

•	quarterly variations in our or our competitors’ results of operations;

•	developments in our relationships with our collaborators, including the termination or modification of our agreements;

•	the announcement of an in-licensed product candidate or strategic acquisition;

•	conflicts or litigation with our collaborators;

•	litigation, including intellectual property infringement and product liability lawsuits, involving us;

•	failure to achieve operating results projected by securities analysts;

•	changes in earnings estimates or recommendations by securities analysts;

•	the entry into new financing arrangements;

•	developments in the biotechnology, biopharmaceutical or pharmaceutical industry;

•	sales of large blocks of our common stock or sales of our common stock by our executive officers, directors and significant stockholders;

•	departures of key personnel or board members;

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•	FDA or international regulatory actions;

•	third-party coverage and reimbursement policies;

•	disposition of any of our technologies or compounds; and

•	general market, economic and political conditions and other factors, including factors unrelated to our operating performance or the operating performance of our competitors.

•	a classified Board of Directors;

•	a prohibition on actions by our stockholders by written consent;

•	the inability of our stockholders to call special meetings of stockholders;

•	the ability of our Board of Directors to issue preferred stock without stockholder approval, which could be used to institute a “poison pill” that would work to dilute the stock ownership of a potential hostile acquirer, effectively preventing acquisitions that have not been approved by our Board of Directors;

•	limitations on the removal of directors; and

•	advance notice requirements for director nominations and stockholder proposals.

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1.	BASIC LEASE DEFINITIONS, EXHIBITS AND ADDITIONAL DEFINITIONS.    1

1.1	Basic Lease Definitions    1

1.2	Exhibits and Riders    7

1.3	Additional Definitions    7

2.	GRANT OF LEASE.    13

2.1	Demise    13

2.2	Acceptance of Premises    13

2.3	Quiet Enjoyment    13

2.4	Landlord and Tenant Covenants    14

2.5	Landlord’s Reserved Rights    14

2.6	Rentable Area Adjustments    14

3.	RENT.    15

3.1	Base Rent    15

3.2	Additional Rent    15

3.3	Other Taxes    17

3.4	Terms of Payment    17

3.5	Interest on Late Payments, Late Charge    17

3.6	Right to Accept Payments    17

4.	USE AND OCCUPANCY    18

4.1	Use    18

4.2	Compliance    18

4.3	Occupancy    18

4.4	Hazardous Material    18

4.5	Civil Code Section 1938 Disclosure    22

5.	SERVICES AND UTILITIES; REPAIR AND MAINTENANCE OBLIGATIONS.    22

5.1	Landlord’s Standard Services (and Repair and Maintenance Responsibilities) for Multi User Buildings    22

5.2	Additional Services in Multi User Buildings.    23

5.3	Landlord’s Standard Services (and Repair, Maintenance and Replacement Responsibilities) For Single User Buildings    24

5.4	Tenant’s Services (and Repair, Maintenance and Replacement Responsibilities) For Single User Buildings    25

5.5	HVAC For Single User Buildings    26

5.6	Elevators For Single User Buildings    26

5.7	Contactors and Contracts for Tenant’s Maintenance Obligations.    26

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5.8	Request for Major Replacement; Reimbursement of Major Replacement Expenditures    27

5.9	Interruption of Services    27

5.10	Security    28

5.11	Amenities    28

6.	TENANT’S REPAIR AND MAINTENANCE OBLIGATIONS.    28

6.1	Repairs Within the Premises    28

6.2	Failure to Maintain Premises    29

6.3	Notice of Damage    29

7.	ALTERATIONS.    29

7.1	Alterations by Tenant    29

7.2	Alterations by Landlord    30

8.	LIENS    31

9.	INSURANCE.    31

9.1	Landlord’s Insurance    31

9.2	Tenant’s Insurance    32

9.3	Waiver of Subrogation    34

10.	DAMAGE OR DESTRUCTION.    35

10.1	Termination Options    35

10.2	Repair Obligations    35

10.3	Rent Abatement    36

11.	WAIVERS AND INDEMNITIES    36

11.1	Tenant’s Waivers    36

11.2	Landlord’s Indemnity    36

11.3	Tenant’s Indemnity    36

12.	CONDEMNATION.    37

12.1	Full Taking    37

12.2	Partial Taking.    37

12.3	Awards    38

13.	ASSIGNMENT AND SUBLETTING.    38

13.1	Limitation    38

13.2	Notice of Proposed Transfer; Landlord’s Options    38

13.3	Consent Not to be Unreasonably Withheld    39

13.4	Form of Transfer    39

13.5	Payments to Landlord    40

13.6	Change of Ownership    40

13.7	Effect of Transfers    40

13.8	Applicability to Subsequent Transfers    40

13.9	Letter of Credit    41

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14.	PERSONAL PROPERTY.    41

14.1	Installation and Removal    41

14.2	Responsibility    41

15.	END OF TERM.    41

15.1	Surrender    41

15.2	Holding Over    42

16.	ESTOPPEL CERTIFICATES    42

17.	TRANSFERS OF LANDLORD’S INTEREST.    43

17.1	Sale, Conveyance and Assignment    43

17.2	Effect of Sale, Conveyance or Assignment    43

17.3	Subordination and Nondisturbance    43

17.4	Attornment    44

18.	RULES AND REGULATIONS    44

19.	PARKING    44

20.	DEFAULT AND REMEDIES.    45

20.1	Tenant’s Default    45

20.2	Landlord’s Remedies    46

20.3	Intentionally Omitted.    50

20.4	Landlord’s Default and Tenant’s Remedies.    50

20.5	Non-waiver of Default    51

21.	SIGNAGE.    51

21.1	Signage Provided by Landlord    51

21.2	Monument Signage    51

21.3	Exterior Building Signage    51

21.4	General    52

22.	SECURITY DEPOSIT.    52

22.1	Amount    52

22.2	Use and Restoration    52

22.3	Transfers    53

22.4	Refund    53

23.	BROKERS    53

24.	LIMITATIONS ON LANDLORD’S LIABILITY    53

25.	NOTICES    54

26.	TELECOMMUNICATIONS.    54

26.1	Certain Definitions    54

26.2	Installation and Use of Telecommunications Technologies    54

26.3	Limitation of Responsibility    54

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26.4	Necessary Service Interruptions    55

26.5	Interference    55

26.6	Removal of Telecom Equipment, Wiring and Other Facilities    55

26.7	No Third Party Beneficiary    56

27.	MISCELLANEOUS.    56

27.1	Binding Effect    56

27.2	Complete Agreement; Modification    56

27.3	Delivery for Examination    56

27.4	No Air Rights    56

27.5	Enforcement Expenses    56

27.6	Intentionally Omitted.    56

27.7	Project Name    56

27.8	Press Release; Recording; Confidentiality    56

27.9	Captions    57

27.10	Invoices    57

27.11	Severability    57

27.12	Jury Trial    57

27.13	Only Landlord/Tenant Relationship    57

27.14	Covenants Independent    57

27.15	Force Majeure    57

27.16	Governing Law    58

27.17	Financial Reports    58

27.18	Joint and Several Liability    58

27.19	Signing Authority    58

27.20	Dates and Time    58

27.21	Counterparts; Electronic Execution    59

28.	LETTER OF CREDIT.    59

28.1	Generally    59

28.2	Use and Restoration    59

28.3	Transfers by Tenant    60

28.4	Transfers and Assignments by Landlord    60

28.5	Replacement    60

28.6	Landlord’s Ability to Draw    61

28.7	Return    61

29.	TERMINATION OPTION.    61

29.1	Grant of Option    61

29.2	Conditions for Exercise    61

29.3	Early Termination    62

29.4	Limitations on Tenant’s Rights    62

30.	RIGHT OF FIRST OFFER.    62

30.1	Terms of Right    62

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30.2	Limitations on Tenant’s Rights    63

31.	RENEWAL OPTIONS.    63

31.1	Grant of Rights    63

31.2	Exercise    63

31.3	Determination of Market Rental Rate    64

31.4	Market Rental Rate Defined    65

31.5	After Exercise    65

31.6	Limitations on Tenant’s Rights    66

32.	LANDLORD’S HVAC WORK AND ALLOWANCE.    66

32.1	Landlord’s HVAC Work    66

32.2	1801 HVAC Allowance    66

32.3	Completion of Landlord’s HVAC Work    67

32.4	Title    67

33.	TENANT’S HVAC WORK AND ALLOWANCE.    67

33.1	Tenant’s HVAC Work    67

33.2	1851 HVAC Allowance    67

33.3	Title and Liability    67

EXHIBIT A - PLAN DELINEATING THE PREMISES AND TENANT MAINTAINED OUTDOOR AREAS	A-1

EXHIBIT B - POSSESSION AND LEASEHOLD IMPROVEMENTS EXHIBIT	B-1

EXHIBIT C - OCCUPANCY ESTOPPEL CERTIFICATE	C-1

EXHIBIT D - RULES AND REGULATIONS	D-1

EXHIBIT E - INTENTIONALLY OMITTED	E-1

EXHIBIT F - FORM OF LETTER OF CREDIT	F-1

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(A)	$1,000,000 Each Occurrence (Bodily Injury and Property Damage per location or project, as applicable).

(B)	$2,000,000 General Aggregate.

(C)	$2,000,000 Products / Completed Operations Aggregate.

(D)	$1,000,000 Personal and Advertising Injury.

(E)	$300,000 Fire Damage.

(A)	1986 (or current equivalent) ISO Commercial General Liability Form (Occurrence Form)

(B)	Additional Insured, but only with respects to occurrences within the Premises and all areas appurtenant thereto: Landlord, its partners, managers, members, officers and directors, employees, agents, subsidiaries, affiliates, lender and Property Manager.

(C)	Waiver of Subrogation in favor of Landlord and Property Manager.

(A)	Workers Compensation: Statutory Limits.

(B)	Employers Liability:

(I)	Bodily Injury for Each Accident – $500,000.

(II)	Bodily Injury by Disease for Each Employee – $500,000.

(III)	Bodily Injury Disease Aggregate – $500,000.

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(A)	$5,000,000 per Occurrence.

(B)	$5,000,000 Aggregate.

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A)	$1,000,000 Each Occurrence (Combined Single Limit Bodily Injury and Property Damage);

B)	$2,000,000 General Aggregate per project site; and

C)	$2,000,000 Products / Completed Operations Aggregate.

A)	Products and Completed Operations coverage maintained for at least 3 years from completion of work or warranty period, whichever is greater;

B)	Additional Insured status including Products and Completed Operations: Landlord, its partners, managers, members, officers and directors, employees, agents, subsidiaries, affiliates and Property Manager;

C)	Insured status for Landlord if Additional Insured status is not available for Products and Completed Operations coverage;

D)	Waiver of Subrogation in favor of Landlord and Property Manager; and

E)	Subcontractor exception to their work exclusion.

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A)	Residential (if applicable)

B)	Condominiums or condominium conversions (if applicable)

C)	EIFS (if applicable)

D)	Subsidence exclusion

E)	Damage to work performed by subcontractors on Contractor’s behalf (e.g. CG 22 94 or CG 22 95)

F)	Known loss

G)	Design professionals

A)	Additional Insured: Landlord, its partners, managers, members, officers and directors, employees, agents, subsidiaries, affiliates and Property Manager; and

B)	Waiver of Subrogation in favor of Landlord and Property Manager.

A)	Workers Compensation: Statutory Limits; and

B)	Employers Liability:

1)	Bodily Injury for Each Accident: $1,000,000;

2)	Bodily Injury by Disease for Each Employee: $1,000,000; and

3)	Bodily Injury Disease Aggregate: $1,000,000.

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A)	Waiver of Subrogation in favor of Landlord and Property Manager.

A)	Greater of $5,000,000 or Total Hard Costs of Contract per Occurrence

B)	Greater of $5,000,000 or Total Hard Costs of Contract Aggregate

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1.	Except for those terms expressly defined in this Certificate, all initially capitalized terms will have the meanings stated for such terms in the Lease.

2.	Landlord first delivered possession of the Premises to Tenant (either for occupancy by Tenant or for the commencement of construction by Tenant) and the Start Dates are as follows:

(i)	With respect to Suites 225 of the 1751 Space, Suites 200 and 210 of the 1801 Space, Suites 1000, 150 and 200 of the 1851 Space, on [____________, 201___];

(ii)	With respect to Suite 150 of the 1801 Space, on ____________, 201___;

(iii)	With respect to Suite 210 of the 1851 Space, on [________________,201___];

(iv)	With respect to Suite 125 of the 1851 Space, on [________________, 201___];

(v)	With respect to Suite 175 of the 1801 Space, on [______________, 201___];

(vi)	With respect to Suite 100 of the 1801 Space, on [______________, 201___];

3.	Other than the Temporary Space, Tenant moved into the Premises (or otherwise first occupied the Premises for Tenant’s business purposes ) as follows:

(i)	With respect to Suite 200 of the 1801 Space, on [________________,201___];

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(ii)	With respect to Suite 210 of the 1801 Space, on [________________,201___];

(iii)	With respect to Suite 1000 of the 1851 Space, on [________________,201___];

(iv)	With respect to Suite 150 of the 1851 Space, on [________________,201___];

(v)	With respect to Suite 200 of the 1851 Space, on [____________, 201___];

(vi)	With respect to Suite 150 of the 1801 Space, on [____________, 201___];

(vii)	With respect to Suite 210 of the 1851 Space, on [________________,201___];

(viii)	With respect to Suite 125 of the 1851 Space, on [________________, 201___];

(ix)	With respect to Suite 175 of the 1801 Space, on [______________, 201___];

(x)	With respect to Suite 100 of the 1801 Space, on [______________, 201___];

4.	The Commencement Date occurred on ____________, 201___, and the Expiration Date will occur on _____________, 20____.

5.	Tenant’s obligation to make monthly payments of Base Rent under the Lease began (or will begin) on ____________, 201___.

6.	Tenant’s obligation to make monthly estimated payments of Operating Expenses under the Lease began (or will begin) on ____________, 201___.

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EXELIXIS, INC.	GENENTECH, INC.

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