FIRST AMENDMENT TO SUBLEASE

This First Amendment To Sublease (this "First Amendment") is made effective as of the later of the date Master Landlord grants consent to this First Amendment or May 1, 2012 (“Effective Date”), by and between EXELIXIS INC., a Delaware corporation (“Sublandlord”), and NODALITY, INC., a Delaware corporation (“Subtenant”).

A.    Sublandlord and Subtenant entered into that certain Sublease dated as of July 25, 2011 ("Sublease"). Pursuant to the Sublease, Subtenant subleases certain premises ("Subleased Premises") in a building located at 170 Harbor Way (“Building 170”), in South San Francisco, California. All capitalized terms used but defined in this First Amendment shall have the same meanings assigned to them in the Sublease.

B.    Pursuant to Section 22 of the Sublease, Subtenant has a Right of First Offer on the ROFO Space in Building 170.

C.    Sublandlord and Subtenant desire, subject to the terms and conditions set forth below, to amend the Sublease to, among other things, add the ROFO Space to the Subleased Premises.

NOW, THEREFORE, in consideration of the foregoing Recitals, which are incorporated herein by this reference, the mutual promises and conditions contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Sublandlord and Subtenant hereby agree as follows:

11/1/11 – Month 2        $0.00

Months 3-6            $87,885.00

Months 7-12            $96,474.00

Months 13-24            $99,368.22

Months 25-36            $102,349.27

Months 37-48            $105,419.75

Months 49-60            $108,582.35

Month 60 – End Date        $111,839.82

Notwithstanding the foregoing provisions of this Paragraph 3 or Section 4(a) of the Sublease, Subtenant shall receive a rent credit against the Base Rent due for the ROFO Space only for the first full calendar month following the Effective Date in an amount equal to $8,589.

Within thirty (30) days following expiration of each calendar year during the Sublease Term, Sublandlord shall provide to Subtenant Sublandlord’s estimate of Subtenant’s Share of the cost of the Additional Services for the upcoming year (“Estimated Additional Services Cost”), along with copies of any invoices from relevant providers requested by Subtenant. Within ten (10) days of demand, Subtenant shall pay each month, as Additional Rent, Subtenant’s Share of the Estimated Additional Services Cost. The indicative Estimated Additional Services Cost for each of the Additional Services is set forth on Exhibit B hereto.

Within ninety (90) days following the end of each calendar year during the Sublease Term, Sublandlord shall deliver to Subtenant a statement of Subtenant’s Share of the actual cost of the Additional Services incurred for the preceding year, together with copies of all invoices for Additional Services if requested by Subtenant. If on the basis of such statement Subtenant owes an amount that is more or less than the estimated payments for the preceding year previously made by Subtenant, Subtenant or Sublandlord, as the case may be, shall pay the deficiency to the other party within thirty (30) days after delivery of the statement. Failure or inability of Sublandlord to deliver the annual statement within the applicable period set forth in this paragraph shall not impair or constitute a waiver of Subtenant’s obligation to pay in accordance with this Section for Additional Services it consumes, or cause Sublandlord to incur any liability for damages.

In the event that Subtenant or Sublandlord reasonably believes that, by application of the Subtenant’s Share, the allocation of the Estimated Additional Services Cost is inequitable because another occupant of Building 170 is consuming more than its allocable share of the Additional Services, then Sublandlord shall engage Palmer Electric, or other company acceptable to both parties in their reasonable discretion, to perform a measurement of the Additional Services consumption by all occupants of Building 170. If such measurement reflects that any occupant of Building is consuming more than its proportionate share of Additional Services, Sublandlord shall be entitled to charge the party consuming more than its proportionate share the costs of such measurement and Sublandlord shall be entitled to modify the amount of the Estimated Additional Services Cost to allocate such charges on a commercially reasonable basis other than the application of the Subtenant’s Share, taking into account the results of such measurement.

The parties acknowledge that Sublandlord has disengaged King Security Services, Inc. effective as of March 31, 2012 and will no longer provide receptionist services for the main lobby of Building 170 (the “Lobby Services”) because Subtenant has notified Sublandlord that Subtenant no longer requires Lobby Services after such date.

a.    This First Amendment is the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and discussions. This First Amendment may be amended only by an agreement in writing, signed by the parties hereto.

b.    This First Amendment is binding upon and shall inure to the benefit of the parties hereto, their respective agents, employees, representatives, officers, directors, divisions, subsidiaries, affiliates, assigns, heirs, successors in interest and shareholders.

c.    This First Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument. The signature page of any counterpart may be detached therefrom without impairing the legal effect of the signature(s) thereon provided such signature page is attached to any other counterpart identical thereto except having additional signature pages executed by other parties to this First Amendment attached thereto.

d.    Except as amended and/or modified by this First Amendment, the Sublease is hereby ratified and confirmed and all other terms of the Sublease shall remain in full force and effect, as amended by this First Amendment. In the event of any conflict between the provisions of this First Amendment and the provisions of the Sublease, the provisions of this First Amendment shall prevail. Whether or not specifically amended by this First Amendment, all of the terms and provisions of the Sublease are hereby amended to the extent necessary to give effect to the purpose and intent of this First Amendment.

IN WITNESS WHEREOF, the parties hereto have executed this First Amendment as of the day and year first above written.