UNITEDSTATES BANKRUPTCY COURT NORTHERNDISTRICT OF CALIFORNIA SANFRANCISCO DIVISION In re Shaman Pharmaceuticals, Inc., Case No. 01-30035 TC Debtor. Chapter 11 STIPULATION REGARDING ASSUMPTION AND ASSIGNMENT OF DEBTORS LEASE

             5.          217 Grand Building.  On or before February 28, 2008, Tularik agrees to repair the interior of the building at 217 East Grand Avenue (“217 Grand”) to return it to a condition that is habitable and usable, pursuant to plans and specifications, and using contractors, approved by Landlord in its reasonable discretion.  Tularik may finish the space as laboratory space, office or administrative space, or a mixture of those spaces and warehouse space.

             6.          Exercise of First Extension Option; Extension Term Rent.  Landlord and Tularik agree that as of the Effective Date Tularik shall have been deemed to have exercised the first extension option in the Lease for the first extension term running through February 28, 2008, and Landlord accepts this exercise of the first extension option.  Landlord and Tularik agree that the Base Rent for the first year of that extension term commencing March 1, 2003 shall be $250,000 per month and the Base Rent for the remainder of the first and second extension term shall be increased by an amount equal to three percent (3%) per year.

             7.          Modifications to Lease.  Notwithstanding Bankruptcy Code Section 365(f) and the Standor Jewelers case, the parties to the Stipulation agree that through February 28, 2003, Tularik shall continue to pay Landlord 25 percent of the excess rents collected by Tularik from each subtenant in the premises as provided in Section 10.02(d) of the Lease, but from and after March 1, 2003 Landlord shall no longer be entitled to any portion of any sublease or assignment proceeds received by Tularik with respect to the Premises.

             8.          Other Matters.  Debtor agrees to indemnify, defend, protect and hold harmless both Landlord and Tularik from and against any and all claims from existing subtenants on the Premises for (a) return of security deposits paid by those subtenants to Debtor and (b) earnest money deposits advanced by any subtenants in connection with Debtor’s motion to approve their subleases or proposed subleases during Debtor’s bankruptcy proceeding.  Debtor also agrees to indemnify, defend, protect and hold harmless Tularik from any claim (other than the obligations assumed by Tularik in paragraphs 4 and 5 of this Stipulation) by any third party, including, without limitation, Landlord or any subtenant for claims arising on or before (but not after) the Effective Date arising from, in connection with, or related to Debtor’s leasehold, possession of the Premises, subleasing on the Premises, or the Lease.  (This indemnification shall not apply to any breach by Tularik after the Effective Date of a sublease identified on Schedule 1 to the Assignment of Lease attached as Exhibit B to this Stipulation.)  Further, Debtor agrees to indemnify, defend, protect and hold harmless both Tularik and Landlord from and against any claim or liabilities for any broker’s commission with respect to this assumption and assignment of the Lease or any subleases entered into by Debtor, or any broker’s agreement entered into by Debtor.  Landlord consents to the rent-free sublease of a 5,000 square foot portion of the Premises to Debtor for six months after the Effective Date as contemplated in the Assignment of Lease attached as Exhibit B to this Stipulation.  The parties agree to execute and deliver and further documents that may be necessary to carry out the terms of the Stipulation, including without limitation any amendment to the Lease necessary or appropriate to reflect its terms.  This Stipulation is the result of negotiations among all three parties and shall not be construed in favor of any party as the non-drafting party.  The terms of this Stipulation shall supercede the Letter of Intent, the Motion, and (until amended to reflect the changes set forth in this Stipulation) the Lease.

             9.          Releases.  Subject to conditions precedent of payment of the sums set forth in paragraph 2, execution and delivery of the Assignment of Lease and execution and delivery of the Amendment as required by this Stipulation, the parties agree as follows:  Except for the obligations set forth in this Stipulation, and except for the obligations of Tularik and Landlord to each other under the Lease from and after the Effective Date, each of the parties to this Stipulation hereby releases the other parties, together with any of their officers, directors, partners, agents, or attorneys from any and all claims or liabilities.  Each of the parties explicitly agrees to waive the protections of California Civil Code § 1542 which provides that “a general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”  Except as set forth in this Stipulation with respect to the payment obligations under this Stipulation and the obligation of Tularik in paragraph 4 to correct Deferred Maintenance Issues and in paragraph 5 to repair the 217 Grand building, Landlord expressly waives all defaults, claims or claimed defaults arising prior to the Effective Date against either Debtor or Tularik in connection with the Lease, and Debtor expressly waives all defaults, claims or claimed defaults against Landlord arising prior to the Effective Date in connection with the Lease.  Following the Effective Date, Landlord agrees not to assert any such pre-Effective Date claims against Debtor or Tularik, in the bankruptcy proceeding of Debtor or otherwise.