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Exhibit 10.4

C ONSENT TO S UBLEASE

This C ONSENT TO S UBLEASE (this “ Consent ”) is made and entered into as of December 14, 2007, by and among VII P AC S HORES I NVESTORSLLC , a Delaware limited liability company (“ Landlord ”), N UANCE C OMMUNICATIONS , I NC ., a Delaware corporation (“ Tenant ”), and SERENA S OFTWARE , I NC ., a Delaware corporation (“ Subtenant ”).

R ECITALS :

A. Landlord, as successor-in-interest to Pacific Shores Development,  LLC and Tenant entered into that certain Triple Net Building Lease dated May 5, 2000 (the “ Master Lease ”), for approximately 141,180 rentable square feet (the “ Premises ”) located in Building 3 (the “ Building ”) with an address of 1900 Seaport Boulevard, Redwood City, California 94063. All capitalized terms used in this Consent and not defined herein have the same meaning as in the Master Lease.

B. Tenant desires to sublease a portion of the Premises located on the second floor of the Building, containing approximately 35,260 rentable square feet (the “ Subleased Premises ”), to Subtenant pursuant to a Sublease dated December 5, 2007 (the “ Sublease ”), a signed copy of which is attached as Exhibit A hereto. Such Sublease shall be under and subject to the terms of the Master Lease as such terms apply to the Subleased Premises. Landlord is willing to consent to the Sublease, subject to the terms and conditions of this Consent.

N OW , T HEREFORE , for valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Landlord, Tenant and Subtenant agree as follows:

1. Consent to Sublease .

(a) Subject to the terms and conditions of this Consent, Landlord hereby consents to the Sublease for the Subleased Premises. Nothing in this Consent or in the Sublease shall be deemed a waiver by Landlord of any right that it may have to terminate or amend the Master Lease pursuant to the terms thereof or as otherwise may be agreed upon by Landlord and Tenant. The foregoing consent shall not operate as approval or ratification by Landlord of any of the expressed or implied provisions of the Sublease and Landlord shall not be bound by or estopped in any way by the provisions of the Sublease. Except as expressly set forth in this Consent, this Consent shall not be construed or implied to be a consent to any other matter for which Landlord’s consent is required under the Master Lease, including, without limitation, any Alterations or any signage.

(b) Tenant shall reimburse Landlord upon demand for its reasonable costs and expenses, including attorneys’ fees, incurred by Landlord in connection with the proposed Sublease and this Consent is expressly conditioned on such payment timely being made.

(c) This Consent shall in no way release Tenant or any person or entity claiming by, through or under Tenant from any of its covenants, agreements, liabilities and duties under the Lease (including, without limitation, all indemnification and insurance obligations), as the same may be amended from time to time, without respect to any provision to the contrary in the Sublease.

 

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(d) Tenant shall be liable to Landlord for any default under the Master Lease, whether such default is caused by Tenant or Subtenant or anyone claiming by or through either Tenant or Subtenant, but the foregoing shall not be deemed to restrict or diminish any right which Landlord may have against Subtenant pursuant to the Master Lease, in law or in equity for violation of the Master Lease or otherwise, including, without limitation, the right to enjoin or otherwise restrain any violation of the Master Lease by Subtenant.

2. Sublease Subordinate . The Sublease is and shall be at all times subject (as such terms apply to the Subleased Premises) and subordinate to the Master Lease. Nothing in this Consent shall be construed to amend or waive any of the provisions, covenants or conditions in the Master Lease. In the case of any conflict between any provision of the Master Lease and any provision of the Sublease, the Master Lease shall govern as between Landlord and Tenant.

3. Consent to Govern . In the ease of any conflict between the provisions of this Consent and the provisions of the Sublease or the Master Lease, the provisions of this Consent shall prevail as between Landlord and Tenant or as between Landlord and Subtenant.

4. Further Transfers . Any further or additional sublease, assignment, termination or other transfer of any interest in the Sublease or the Subleased Premises shall require the prior written consent of Landlord pursuant to the terms and conditions of the Master Lease.

5. Landlord Not Party to Sublease . Landlord shall not by reason of this Consent (a) be bound by or become a party to the Sublease, (b) be deemed to have accepted the attornment of Subtenant, or (c) be deemed liable to Subtenant (x) for any failure of Tenant to perform or observe Tenant’s obligations under the Sublease or (y) in connection with the Subleased Premises. Notwithstanding anything to the contrary contained in the Sublease, Landlord shall have no obligation (i) to Tenant in connection with the Subleased Premises (except for Landlord’s obligations per the Master Lease) or the Sublease, or (ii) to Subtenant in connection with the Subleased Premises, the Sublease or the Master Lease (except as expressly provided in subparagraph 8(b) below, with respect to Waiver of Subrogation). Subtenant shall have no right, and there shall not be vested in Subtenant any right, to exercise rights of first refusal, options, or other similar preferential rights, if any, given to Tenant as the Lessee under the Master Lease. Nothing in the Sublease, this Consent or otherwise shall be deemed to be an express or implied agreement on the pa


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