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Exhibit 10.6


THIS CONSENT TO SUBLEASE AGREEMENT (this “ Agreement ”) is made as of August 19, 2011, by and among HCP Life Science REIT, Inc., a Maryland corporation (“ Landlord ”), Exelixis Inc., a Delaware corporation (“ Tenant ”), and Threshold Pharmaceuticals, Inc., a Delaware corporation (“ Subtenant ”).


A. Reference is hereby made to that certain Build-to-Suit Lease dated as of May 12, 1999 between Landlord and Tenant (as amended by that certain First Amendment to Build-to-Suit Lease dated as of March 29, 2000, that certain Second Amendment to Build-to-Suit Lease dated as of January 31, 2001, and that certain Third Amendment to Build-to-Suit Lease dated as of May 24, 2001, the “ Lease ”), for the buildings located at 169 Harbor Way and 170 Harbor Way in South San Francisco, California (each, a “ Building ” and collectively, the “ Premises ”).

B. Pursuant to the terms of Article 13 of the Lease, Tenant has requested Landlord’s consent to that certain Sublease dated July 25, 2011, between Tenant and Subtenant (the “ Sublease ”), with respect to a subletting by Subtenant of a portion of the Premises, as more particularly described in the Sublease (the “ Sublet Premises ”). A copy of the Sublease is attached hereto as Exhibit A . Landlord is willing to consent to the Sublease in the terms and conditions contained herein.

C. All defined terms not otherwise expressly defined herein shall have the respective meanings given in the Lease.


1. Landlord’s Consent . Landlord hereby consents to the Sublease; provided, however, notwithstanding anything contained in the Sublease to the contrary, such consent is granted by Landlord only upon the terms and conditions set forth in this Agreement. The Sublease is subject and subordinate to the Lease. Landlord shall not be bound by any of the terms, covenant, conditions, provisions or agreements of the Sublease. Subtenant acknowledges for the benefit of Landlord that Subtenant accepts the Sublet Premises in their presently existing, “as-is” condition and that Landlord has made no representation or warranty to Subtenant as to the compliance of the Sublet Premises with any law, statute, ordinance, rule or regulation. Tenant and Subtenant hereby represent and warrant to Landlord that the copy of the Sublease attached hereto is a full, complete and accurate copy of the Sublease, and that there are no other documents or instruments relating to the use of the Sublet Premises by Subtenant other than the Sublease.

2. Reimbursement of Landlord . Within five (5) days after invoice, Tenant shall reimburse Landlord all of Landlord’s reasonable costs and expenses incurred in connection with its review and consent of the Sublease and preparation and negotiation of this Agreement.

[Consent to Sublease]

3. Non-Release of Tenant; Further Transfers . Neither the Sublease nor this consent thereto shall release or discharge Tenant from any liability, whether past, present or future, under the Lease or alter the primary liability of the Tenant to pay the rent and perform and comply with all of the obligations of Tenant to be performed under the Lease (including the payment of all bills rendered by Landlord for charges incurred by the Subtenant for services and materials supplied to the Sublet Premises). Neither the Sublease nor this consent thereto shall be construed as a waiver of Landlord’s right to consent to any further subletting either by Tenant or by the Subtenant, or to any assignment by Tenant of the Lease or assignment by the Subtenant of the Sublease, or as a consent to any portion of the Sublet Premises being used or occupied by any other party. Landlord may consent to subsequent sublettings and assignments of the Lease or any amendments or modifications thereto without notifying Subtenant nor anyone else liable under the Sublease and without obtaining their consent. No such action by Landlord shall relieve such persons from any liability to Landlord or otherwise with regard to the Sublet Premises.

4. Relationship With Landlord . Tenant hereby assigns and transfers to Landlord the Tenant’s interest in the Sublease and all rentals and income arising therefrom, subject to the terms of this Section 4 . Landlord, by consenting to the Sublease agrees that until the earlier of (a) the occurrence of a default in the performance of Tenant’s obligations under the Lease which remains uncured beyond any applicable notice and cure period, or (b) the occurrence of a Recurring Rent Default (defined below), Tenant may receive, collect and enjoy the rents accruing under the Sublease. In the event Tenant shall default in the performance of its obligations to Landlord under the Lease (whether or not Landlord terminates th

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