CYTOKINETICS INC - CYTK Quarterly Report (10-Q) EXHIBIT 10.46

The following is an excerpt from a 10-Q SEC Filing, filed by CYTOKINETICS INC on 11/12/2004.

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EXHIBIT 10.46

[***] CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY
BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

COLLABORATION AND FACILITIES AGREEMENT

THIS COLLABORATION AND FACILITIES AGREEMENT ("Agreement") is entered into as of August 19, 2004 (the "Effective Date") by and between Portola Pharmaceuticals, Inc., a Delaware corporation ("Portola"), and Cytokinetics, Inc., a Delaware corporation ("Cytokinetics"). Portola and Cytokinetics may be referred to individually as a "Party" or collectively as the "Parties".

RECITALS

A. WHEREAS, Portola subleases from Millennium Pharmaceuticals, Inc. ("Millennium"), certain space commonly known as 270 East Grand Avenue, South San Francisco, California (the "Master Premises") pursuant to that certain Sublease dated November 7, 2003 (the "Sublease"). Millennium leases the Master Premises pursuant to that certain Lease, dated as of July 1, 2001 between Britannia Pointe Grand Limited Partnership and COR Therapeutics, Inc. (the "Master Lease"). A copy of the Sublease is attached hereto as EXHIBIT A. The Master Premises are more particularly described therein.

B. WHEREAS, Portola has capacity in its [***]facility and other laboratory facilities, and personnel with appropriate expertise, within the Master Premises to provide [***] and to conduct certain [***], [***] and [***] studies for drug development.

C. WHEREAS, Cytokinetics desires to have the right to use, under Portola's supervision, portions of Portola's [***] facility and laboratory facility within the Master Premises to conduct studies in connection with the Cytokinetics research and development programs, and Cytokinetics desires to retain certain Portola personnel to collaborate on such studies by providing certain technical and scientific advice and services.

AGREEMENT

NOW, THEREFORE, in consideration of the covenants, terms, conditions and agreements contained herein and in the related agreements described above, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Portola and Cytokinetics hereby agree as follows:

1. DEFINITIONS.

The following capitalized terms, when used in this Agreement in their singular or plural forms, shall have the meanings ascribed to such terms in this Article
1. All capitalized terms used, but not defined in this Agreement shall have the meanings given such terms in the Sublease.

(a) "ADDITIONAL COSTS" means, for each month, the [***] cost of all Additional Services provided during such month, but shall not include any costs included in General Lab Operating Costs.

(b) "ADDITIONAL SERVICES" has the meaning described in Section 4.

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(c) "AFFILIATE" of a Party hereto means any person or entity directly or indirectly controlling, controlled by, or under common control with such Party. As used in this Section 1(d), "control" means that an entity owns, directly or indirectly, more than fifty percent (50%) of the voting stock or other ownership interest of another entity, or has the actual ability to control and direct the management of another entity, whether by contract or otherwise.

(d) "[***] COSTS" means, for each month, the actual direct cost of all of the following for the [***] being used by Cytokinetics and Portola pursuant to the Collaboration: [***] and [***]; [***] and [***]; reagents for
[***] instruments; preventative maintenance for [***] instruments; removal and disposal of all [***] in compliance with all Hazardous Materials Laws; and related supplies and disposables.

(e) "COLLABORATION" means the studies and tasks that are described in the Research Plan and are performed at the Licensed Premises.

(f) "COLLABORATION MANAGER" has the meaning described in Section 3(f).

(g) "COMMON AREAS" means the Master Premises' common entrances, lobbies, restrooms, lunchrooms, elevators, stairways, hallways and other areas used in common by the occupants of the Master Premises, but shall not include the Lab Space.

(h) "CONTROL" and cognates thereof mean, with respect to information, know-how, methods, technologies and process development, and modifications thereof, the possession of the ability to grant licenses or sublicenses or to otherwise disclose, without violating the terms of any agreement or other arrangement with, or the rights of, any Third Party.

(i) "CYTOKINETICS RESEARCH AND DEVELOPMENT PROGRAMS" means research and development activities that are directed towards the research and development of therapeutics for the treatment of human diseases and conditions, including but not limited to cancer, cardiovascular disease and fungal infections, where such therapeutics have as their primary mode of action the modulation of cytoskeletal function.

(j) "CYTOKINETICS EQUIPMENT" means the equipment listed on EXHIBIT H that Cytokinetics intends to move into the Licensed Premises during the Term to be used in connection with the Collaboration.

(k) "CYTOKINETICS INFORMATION" has the meaning described in Section 7.

(l) "CYTOKINETICS MATERIALS" has the meaning described in Section 6(a).

(m) "CYTOKINETICS PERSONNEL" means all employees, agents, subcontractors, and representatives of Cytokinetics or Cytokinetics' Affiliates who are involved in the Collaboration or otherwise have access to Portola Information, but shall in no event be deemed to include Portola Personnel or Portola's other agents, employees or contractors.

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(n) "DIRECT [***] PURCHASES" means [***] percent ([***]%) of the actual direct cost of all [***], other than [***], purchased by Portola at Cytokinetics' written request for use by or on behalf of Cytokinetics pursuant to the Collaboration.

(o) "DIRECT CYTOKINETICS COSTS" means the cost of specific items
(e.g., Direct [***] Purchases, reagents, special [***], gases, equipment, etc.) purchased at Cytokinetics' written request and used solely for the Collaboration and/or by or on behalf of Cytokinetics in the Exclusive Space. Direct Cytokinetics Costs shall exclude General [***] Purchases, [***] Costs, and General Lab Operating Costs.

(p) "EXCLUSIVE SPACE" has the meaning described in Section 3(a)(i).

(q) "[***] PROGRAM" means any activities directed toward identifying, discovering, developing or commercializing therapeutic products that exert their primary effect by [***] the activity of the [***].

(r) "FTE" means a full time dedicated scientific employee of Portola, or if less than a full time dedicated scientific employee, a full time, equivalent scientific employee year based upon a total of one thousand nine hundred (1,900) working hours per year of scientific work, on or directly related to the Collaboration carried out by an employee dedicated to work on the studies and tasks that are described in the Research Plan, in each case, having qualifications mutually agreed upon by the Parties.

(s) "GENERAL [***] PURCHASES" means [***] percent ([***]%) of the actual direct cost of all [***], in each case, purchased by Portola at Cytokinetics' written request for use by or on behalf of Cytokinetics pursuant to the Collaboration.

(t) "GENERAL LAB OPERATING COSTS" means Portola's identifiable and direct out-of-pocket costs of purchasing general laboratory supplies (including reagents, kits, consumables, glassware and other laboratory supplies, but excluding [***] Costs) during such month to maintain general inventories thereof in the Lab Space.

(u) "HAZARDOUS MATERIALS" means any material or substance that is
(i) defined, listed, or designated by any governmental agency as a "hazardous substance", "hazardous material", "toxic substance", "extremely hazardous substance", "hazardous waste," "biohazardous waste", "medical waste", "radioactive waste", "extremely hazardous waste," "restrictive hazardous waste",
(ii) considered a waste, condition of pollution or nuisance under the Hazardous Materials Laws; (iii) petroleum or a petroleum product or fraction thereof; (iv) asbestos; and/or (v) substances known by the State of California to cause cancer and/or reproductive toxicity.

(v) "HAZARDOUS MATERIALS LAW" means any federal, state or local law, statute, ordinance or regulation pertaining in any way to the environment, pollution, the protection of health and safety, or Hazardous Materials, including, without limitation, (i) the Comprehensive Environmental Response, Compensation and Liability Act of 1980 ("CERCLA"), (ii) the Resource Conservation and Recovery Act of 1976 ("RCRA"), (iii) California Health & Safety Code Section 25100 et seq.; (iv) the California Safe Drinking

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Water and Toxic Enforcement Act of 1986; (v) the Federal Water Pollution Control Act; (vi) California Water Code Section 1300 et seq., (vii) the Occupational Safety & Health Act; (viii) the California Medical Waste Management Act, the regulations promulgated pursuant to the foregoing, and all amendments and modifications to any of the foregoing.

(w) "LAB SPACE" has the meaning described in Section 3(a)(ii).

(x) "LICENSED PREMISES" has the meaning described in Section 3(a).

(y) "MAINTENANCE AND ADMINISTRATION COSTS" means Portola's identifiable and direct out-of-pocket costs and expenses for: (i) equipment repairs and maintenance; (ii) non-capital expensed equipment; (iii) administrative supplies; (iv) copy, printing and graphic arts; (v) postage/overnight delivery; (vi) consulting; and (vii) outside scientific services.

(z) "MASTER LEASE" has the meaning described in Recital A.

(aa) "MASTER PREMISES" has the meaning described in Recital A.

(bb) "PERSONAL PROPERTY" means the equipment and furniture existing in the Licensed Premises. Personal Property shall not include Cytokinetics Equipment.

(cc) "[***] RESEARCH PROGRAM" means any activities directed toward identifying, discovering, developing, or commercializing therapeutic products that [***] or [***], other than by means of [***] the activity of [***] on its
[***]. Notwithstanding the foregoing, the [***] Research Program shall not include any activities by Cytokinetics or Portola directed towards evaluating Cytokinetics' potential therapeutic products (including, without limitation, Cytokinetics compounds) that have as their primary mode of action the modulation of cytoskeletal function in [***] screens to determine the effect of such products on [***], including any effect on [***].

(dd) "PORTOLA DRUG DEVELOPMENT PROGRAMS" means the [***] Research Program, the [***] Program and the [***] Program.

(ee) "PORTOLA INFORMATION" has the meaning described in Section 7.

(ff) "PORTOLA PERSONNEL" means all employees, agents, subcontractors, and representatives of Portola or Portola's Affiliates who are involved in the Collaboration or otherwise have access to Cytokinetics Information; provided, however, that for purposes of this Agreement, Charles Homcy shall not be considered Portola Personnel with respect to any Services provided to Cytokinetics by Charles Homcy that are governed by the terms of the Consulting Agreement. For purposes of Section 1(ff), the term "Services" shall have the meaning set forth in the Consulting Agreement dated March 3, 2003 (as it may be amended from time to time) by and between Cytokinetics and Charles Homcy (the "Consulting Agreement").

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(gg) "[***] PROGRAM" means any activities directed toward identifying, discovering, developing or commercializing therapeutic products that exert their primary effect by [***] the activity of the [***].

(hh) "RESEARCH COMMITTEE" has the meaning described in Section 2(b).

(ii) "RESEARCH PLAN" means, subject to Section 2(c), the research plan attached as EXHIBIT E, as may be amended pursuant to the terms of this Agreement, which shall govern the activities to be conducted by the Parties pursuant to this Agreement in connection with the Cytokinetics Research and Development Programs.

(jj) "SPACE COSTS" means the identifiable and direct out-of-pocket, third party operating costs and expenses actually and reasonably incurred by Portola in operating the Exclusive Space and Lab Space for the Term, including rent, property tax, insurance, landlord operating costs, utilities, building service contracts and janitorial services (calculated on a pro rata basis to reflect the portion of the square footage of the Exclusive Space and the Lab Space relative to the total square footage of the Master Premises) listed on EXHIBIT D hereto. The monthly amount of the rent portion of the Space Costs may not exceed $[***] during the period from December 1, 2003 through [***] without the prior written consent of Cytokinetics.

(kk) "SUBLEASE" has the meaning described in Recital A.

(ll) "SUPPORT COSTS" means an average monthly fee for [***] ([***]) Portola FTEs (whether or not such FTEs are [***] under the Collaboration) working on the Collaboration as described in EXHIBIT D. "Support Costs" include wages and other [***] that Portola [***] to pay [***] as described in EXHIBIT D, but exclude [***] or other [***].

(mm) "TERM" shall have the meaning set forth in Section 13(a).

(nn) "THIRD PARTY" means any Party other than Portola, Cytokinetics or their respective Affiliates.

2. COLLABORATION.

(a) GENERAL. The Parties shall conduct the Collaboration in accordance with the Research Plan and the terms and conditions of this Agreement. The goal of the Collaboration is for the Parties to conduct research described in the Research Plan including studies examining [***], [***], [***], and [***] associated with products being developed pursuant to the Cytokinetics Research and Development Programs.

(b) RESEARCH COMMITTEE. The Parties shall form a joint research committee initially consisting of two (2) representatives designated by each Party (the "Research Committee"). The initial Research Committee representatives shall be [***] and [***] representing Cytokinetics and [***] and [***] representing Portola. By mutual written agreement, the Parties may each add an equal number of representatives to the Research Committee in response to the Parties needing any additional expertise to perform their activities

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under the Research Plan. Notwithstanding anything to the contrary herein, Cytokinetics may, at its sole discretion, designate additional representatives of Cytokinetics that may attend and participate in Research Committee meetings. Each Party may replace its Research Committee representatives at any time upon written notice to the other Party. Such representatives shall serve as the primary contacts for their Party with regard to matters relating to the Collaboration. The Research Committee shall provide a forum for the exchange of information between the Parties regarding the progress of the Collaboration and shall promote and facilitate communications between the Parties. The Research Committee shall meet regularly, but not less than once each calendar month, and at such times as shall be mutually agreed upon by the Parties. Each Research Committee meeting shall be held in person at the Licensed Premises or at Cytokinetics. Each Party's representatives of the Research Committee shall collectively have one (1) vote on all matters to be decided by the Research Committee, and with respect to matters regarding design of studies or direction of research under the Collaboration for which the Research Committee is not able to reach a unanimous decision, Cytokinetics will have the right, which it may exercise in its sole discretion, to make the final decision on such matter. With respect to matters regarding the allocation of resources and use of the Lab Space for which the Research Committee is not able to reach a unanimous decision, Portola will have the right, which it may exercise in its sole discretion (subject to Section 3), to make the final decision on such matter. Cytokinetics shall bear all expenses of the representatives on the Research Committee related to their participation on the Research Committee and attendance at Research Committee meetings in accordance with Section 4(b). The Research Committee shall not amend or waive compliance with this Agreement.

(c) RESEARCH PLAN. The Research Plan for the Term is set forth in EXHIBIT E. If the Parties extend the Term, the Research Committee shall revise the Research Plan by mutual written agreement of its representatives to account for any changes to the Collaboration for the coming year, consistent with this
Section 2(c). The Research Committee may also revise the Research Plan during the Term if the Research Committee determines in good faith that the goals of the Research Plan are either being exceeded or are not being met. The Research Plan will include activities that relate to the Cytokinetics Research and Development Programs. In no event shall the Research Plan include any activities that are included within the Portola Drug Development Programs. If the terms of the Research Plan create any ambiguities with, or conflict with, the terms of this Agreement, then the terms of this Agreement shall govern.

(d) SCOPE OF SERVICES.

(i) Subject to the terms of this Agreement, Portola will provide Cytokinetics with laboratory space for [***] ([***]) Cytokinetics Personnel for the conduct of ongoing [***] work pursuant to the Cytokinetics Research and Development Programs as set forth in Section 3 below. Such work includes: (A) studies in which [***] and [***] measurements in [***] are made; (B) studies on [***] and [***]; (C) studies on [***]; and (D) studies on [***] and [***] using [***] to measure [***].

(ii) Subject to the terms of this Agreement, Portola will: (A) provide Cytokinetics with [***], [***] and related support for the [***] required for the studies described in Section 2(d)(i); and (B) make available to the Cytokinetics Personnel the appropriate rooms

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within Portola's [***] facility in the Master Premises for the conduct of [***] with [***] as described in Section 3 below.

(iii) Subject to the terms of this Agreement, Portola agrees, and shall ensure that the Portola Personnel complete diligently the obligations of Portola as set forth in the Research Plan in accordance with the specifications and timeframe specified therein; provided, however, that the aggregate efforts of Portola Personnel under this Agreement shall not exceed an average of [***] ([***]) FTEs per three (3) month period without the prior written agreement of the Parties. If Portola can reasonably demonstrate to Cytokinetics that the aggregate efforts of Portola Personnel under this Agreement has exceeded an average of [***] ([***]) FTEs in a given quarter, the Research Committee shall reasonably adjust the Research Plan to bring the average number of Portola FTEs within the average of [***] ([***]) FTEs (for such quarter and the subsequent quarter). As determined by the Research Committee, certain Portola Personnel will attend and participate in various meetings at Cytokinetics. Initially such Portola Personnel shall be limited to
[***] and [***]. Portola Personnel will report the results of their efforts under the Collaboration to Cytokinetics in a timely manner using a mutually agreed reporting format. In connection with the services performed hereunder, Portola shall ensure that the Portola Personnel who perform such services shall maintain laboratory notebooks, records and data ("Records") in accordance with good laboratory and research practices. All Records shall be the sole property of Cytokinetics, and shall be treated in all respects as Cytokinetics Information, as provided for in Article 7. All Records shall be delivered to Cytokinetics upon expiration or termination of this Agreement as provided for in Article 14.

(iv) Portola shall not assign, delegate, or subcontract any of the services under this Agreement without the prior written approval of Cytokinetics. Any such approval shall not relieve Portola of its obligations under this Agreement.

(v) During the Term, Portola shall not, and shall ensure that the Portola Personnel shall not, conduct the services under this Agreement in conjunction with any other services being conducted by Portola that would (a) conflict with any of the provisions of this Agreement, or (b) preclude Portola from complying with the provisions hereof.

(vi) PORTOLA'S PERFORMANCE OF THE COLLABORATION IS PROVIDED WITHOUT ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF SUCCESS OR THAT THE [***] OF [***] WILL NOT
[***] OR [***] ANY [***] OR OTHER [***] OF ANY [***].

(vii) Portola shall perform all of its obligations under the Sublease (provided that the Sublease has not terminated due to Millennium's default of the Sublease or the Master Lease) and shall not terminate or take any action which could give rise to the right of Millennium to terminate the Sublease, amend or waive any provision under the Sublease or make any elections, exercise any right or remedy or give any approval under the Sublease that could result in a substantial interference with Cytokinetics' use of the Licensed Premises or Portola's performance of its obligations under this Agreement or materially increase Cytokinetics'

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obligations or decrease Cytokinetics' rights under this Agreement without, in each instance, Cytokinetics' prior written consent.

(viii) Portola represents and warrants that: (a) the Sublease is in full force and effect, and, to its knowledge, there exists under the Sublease no default or event of default by either Millennium or Portola, nor has there occurred any event which, with the giving of notice or passage of time or both, could constitute such a default or event of default; and (b) the copy of the Sublease attached to this Agreement is a true, correct and complete copy of the Sublease.

3. LICENSES.

(a) Portola hereby grants to Cytokinetics, subject to the terms and conditions of this Agreement: (i) a license in and to a portion of the Master Premises consisting of approximately six hundred fifty (650) square feet of laboratory space in Room G114 and G117 of the Master Premises (the "EXCLUSIVE SPACE"); (ii) the right to use the [***] facility located within Rooms G127, G129, G130, G131, G132, G134, G135, G136, G137, G138, G139, G141, G142, G143, G144, G145, G146, G147, G148, G149, G150, G151, G152, G153, G154, G155 of the Master Premises (collectively the "LAB SPACE"); (iii) a license to use the Common Areas located in the Master Premises to the extent reasonably necessary for Cytokinetics to utilize the Exclusive Space and the Lab Space; (iv) the right of ingress to and egress from the Master Premises along existing driveways, roads or paths; and (v) the right to use the Personal Property. The Exclusive Space, the Lab Space and the Common Areas shall be collectively the "LICENSED PREMISES". The Exclusive Space and the Lab Space are each depicted on EXHIBIT B attached hereto and incorporated herein by this reference. Cytokinetics' licenses and rights described in Sections 3(a)(ii)-(v) shall be non-exclusive; provided, however, that Cytokinetics' license in Section 3(a)(i) shall be exclusive to the extent Portola is able to provide exclusivity under the Sublease. Portola shall provide electricity, water, heating, ventilating and air conditioning to the Licensed Premises at the levels required for the uses permitted herein.

(b) Cytokinetics hereby expressly acknowledges and agrees to the following: (i) the Licensed Premises shall not be used by Cytokinetics for any purpose other than as allowed under the stricter of this Agreement or the Sublease, and that Cytokinetics shall use the Licensed Premises in full compliance with the restrictions of the stricter of this Agreement or the Sublease; (ii) Cytokinetics Personnel shall not enter any portion of the Master Premises other than the Licensed Premises; (iii) Portola shall have priority access to, and use of, the Lab Space, and Cytokinetics shall have access to the Lab Space on an "as available" basis, provided that Portola shall use reasonable efforts to accommodate Cytokinetics' need for such Lab Space and Cytokinetics shall have the right to use the portions of the Lab Space designated by Cytokinetics not less than fifteen (15) full business days each calendar quarter; (iv) Cytokinetics has no right, title or interest in or to any of the Licensed Premises other than as expressly set forth herein and that the license hereby granted does not grant an estate in the Licensed Premises; (v) Cytokinetics shall not allow more than [***] ([***]) Cytokinetics Personnel in the Licensed Premises at any single time; and (vi) Cytokinetics shall allow only Cytokinetics Personnel into the Licensed Premises and shall not allow any invitees into the Licensed Premises without prior notice to Portola. Portola shall not enter, and shall prevent its employees, agents and contractors from entering, the Exclusive Space except as required to perform its obligations under this

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Agreement as provided herein or except as required under the Sublease. Portola, except in the case of emergency or except as required under the Sublease, shall provide Cytokinetics with one (1) business day notice prior to entry of the Exclusive Space. Portola shall use commercially reasonable efforts so that any entry by Portola: (x) shall not impair Cytokinetics' operations more than reasonably necessary; and (y) shall comply with Cytokinetics' reasonable security measures.

(c) Cytokinetics may use the Exclusive Space twenty-four (24) hours per day, seven (7) days per week. Cytokinetics may use the Lab Space from 8:00 am until 6:00 pm, Monday through Friday (collectively, "Business Hours") without Portola's prior permission. Cytokinetics may only use the Lab Space outside Business Hours with Portola's prior verbal or written permission, which permission shall not be unreasonably withheld or delayed. Cytokinetics agrees that the use of the Licensed Premises by Cytokinetics Personnel shall not interfere with Portola's use of the Master Premises (other than the Exclusive Space and reasonable interference caused by Cytokinetics' use of the balance of the Licensed Premises in accordance with this Agreement) or any other tenant's use of the Master Premises (other than the Exclusive Space and reasonable interference caused by Cytokinetics' use of the balance of the Licensed Premises in accordance with this Agreement).

(d) The licenses granted herein for Cytokinetics' use of the Licensed Premises shall be subject to commercially reasonable rules and regulations as may be imposed by Portola from time to time for the joint use of the Master Premises or for purposes of safety, security and protection of proprietary information. The current rules and regulations are attached hereto as EXHIBIT C. Notwithstanding the foregoing, Cytokinetics shall not be required to comply with any new rule or regulation unless the same applies non-discriminatorily to all occupants of the Master Premises, does not unreasonably interfere with Cytokinetics' use of the Licensed Premises and does not materially increase the obligations or decrease the rights of Cytokinetics under this Agreement.

(e) During the term of this Agreement, Cytokinetics shall not make any alterations or improvements to the Licensed Premises or the Master Premises without the prior written consent of Portola, which consent may be withheld in Portola's sole and absolute discretion. Notwithstanding the foregoing, Cytokinetics shall have the right to install data and telecommunications cabling and the Cytokinetics Equipment subject to the reasonable approval of Portola and to the terms and conditions of the Sublease.

(f) Cytokinetics shall appoint [***] to act as its "COLLABORATION MANAGER". The Collaboration Manager shall ensure that the terms of this Agreement are communicated to, explained and understood by, and complied with by all Cytokinetics Personnel. In addition, the Collaboration Manager shall monitor and manage the manner and level of usage of Portola resources by Cytokinetics, including the additional services set forth in Section 4(b) below. The Collaboration Manager will be Portola's point of contact at Cytokinetics with whom Portola shall communicate any concerns with respect to Cytokinetics' obligations under this Agreement. Cytokinetics may replace its Collaboration Manager at any time upon written notice to Portola. The Research Committee representatives representing Portola shall meet regularly, but not less than once each week, and at such times as shall be

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mutually agreed upon by the Parties, with the Collaboration Manager at the Licensed Premises or at Cytokinetics.

(g) Notwithstanding anything to the contrary contained herein, neither Party shall have any obligation under this Agreement unless and until the consent of the Landlord (as defined in the Master Lease) or Millennium Pharmaceuticals, Inc., if required, in form reasonable satisfactory to Cytokinetics (which form shall include a waiver of subrogation in favor of Cytokinetics) shall have been obtained in accordance with the Sublease. Portola shall use commercially reasonable efforts to obtain such consents as soon as reasonably practicable. If Portola fails to obtain such consents within thirty
(30) days after execution of this Agreement by Cytokinetics, then either Party may terminate this Agreement by giving the other Party written notice thereof.

4. LICENSE FEES AND COSTS.

(a) Following each month of the Term, Portola shall invoice Cytokinetics for the applicable Space Costs, Support Costs, General Lab Operating Costs, Maintenance and Administration Costs, General [***] Purchases,
[***] Costs, Direct Cytokinetics Costs and Additional Costs for such month. The Space Costs, General [***] Purchases, Support Costs, General Lab Operating Costs, Maintenance and Administration Costs, [***] Costs and Additional Costs are collectively referred to throughout this Agreement as the "LICENSE FEE". Cytokinetics shall pay to Portola the License Fee and Direct Cytokinetics Costs set forth in each such correct invoice on a monthly basis within thirty (30) days of its receipt thereof or the end of the applicable month, whichever is later; provided, however, that Cytokinetics shall not be required to pay Portola any License Fees for a given calendar quarter in excess of [***] percent ([***]%) of the amounts specified for the given calendar quarter in the spreadsheets attached to EXHIBIT D without the prior written consent of Cytokinetics. Cytokinetics shall have the right at its expense, exercisable upon reasonable prior written notice to Portola, on a quarterly basis, and in any event on or after [***], to inspect at Portola's office during normal business hours Portola's records as they relate to the costs comprising the License Fee and Direct Cytokinetics Costs. Portola shall refund to Cytokinetics any overpayment identified by such inspection within thirty (30) days of request by Cytokinetics. A complete breakdown of the License Fee is set forth on EXHIBIT D attached hereto and incorporated herein by this reference. Cytokinetics acknowledges and agrees that fees for some components of the License Fee are variable and may be adjusted from time to time with prior written consent from Cytokinetics. The License Fee and Direct Cytokinetics Costs shall be payable, without demand (other than the invoice described in this Section 4) or offset, in lawful money of the United States. If this Agreement terminates or expires on any date which is not the first day of a calendar month, the License Fee payable for such month shall be prorated based on the number of days in the applicable calendar month. Any expenditure included in the License Fee shall be limited to the lesser of the actual amount incurred or the fair market value of the goods and services involved, shall be reasonably incurred, and shall be substantiated by documentary evidence available for inspection and review by Cytokinetics. Notwithstanding anything to the contrary herein, if all or any part of the Licensed Premises or the Personal Property should become not reasonably suitable for Cytokinetics' use as a consequence of casualty, cessation of utilities or other services, interference with access to the Licensed Premises, legal restrictions or the presence of any Hazardous Material which does

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10. not result from Cytokinetics' release or emission of such Hazardous Material, and in any of the foregoing cases the interference with Cytokinetics' use of the Licensed Premises or the Personal Property persists for three (3) days, then Cytokinetics shall be entitled to an equitable abatement of the License Fee to the extent of the interference.

At the costs set forth in EXHIBIT D, Portola agrees to provide to Cytokinetics the following services in connection with activities performed pursuant to the Agreement ("Additional Services"):

(i) Shipping and receiving.

(ii) Glass washing and sterilization, if needed, up to a maximum of sixteen (16) hours each month.

(iii) Procuring, managing and storing in compliance with Hazardous Materials Law: (1) [***], [***], and [***] as required by the Collaboration; (2) [***] (including 5% [***] and [***], and 100% [***]) as required by the Collaboration; and (3) all materials used by Portola Personnel in connection with the Collaboration including those listed on EXHIBIT G.

(iv) Compliance with all aspects of a hazardous waste management program to address waste Hazardous Materials generated as a result of the Collaboration.

(v) Collection, storage, and disposal of all waste Hazardous Materials generated as a result of the Collaboration in compliance with all Hazardous Materials Laws.

(vi) Occupational health and safety training to Cytokinetics Personnel and Portola Personnel as required by Hazardous Materials Laws in connection with the Collaboration, including but not limited to hazard communication training, radiation training, injury illness and prevention, biohazard training, respiratory protection training, and California Safe Drinking Water and Toxic Enforcement Act (Proposition 65) training.

(vii) Facilities support, including repair and maintenance of the Personal Property, water systems, HVAC and electrical systems, up to a maximum of ten (10) hours each month.

(viii) Access and use of telephone system.

(ix) Building security services.

(b) Cytokinetics shall promptly reimburse Portola for all identifiable and direct out-of-pocket business expenses (including without limitation costs of travel, lodging, and meals) actually incurred by the Portola Personnel for services not otherwise covered by this Agreement, so long as such expenses are reasonable and requested by Cytokinetics in writing. Portola shall maintain adequate books and records relating to any such expenses to be reimbursed and shall submit requests for reimbursement within thirty (30) days and in a form acceptable to Cytokinetics.

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11.

(c) Upon the Effective Date, Cytokinetics shall pay Portola the amount of $[***] as an upfront fee for all invoices owed to Portola by Cytokinetics for Portola's participation in the Collaboration from December 1, 2003 up through the Effective Date. For any invoices owed to Portola by Cytokinetics under this Agreement after the Effective Date, Cytokinetics will pay Portola a late payment fee of [***] percent ([***]%) per month for any invoice that is thirty (30) days past due.

5. INTELLECTUAL PROPERTY AND INVENTIONS.

(a) EXISTING PROPRIETARY RIGHTS.

(i) CYTOKINETICS TECHNOLOGY. Portola agrees and acknowledges that Portola shall acquire no rights of any kind whatsoever with respect to any patents, copyrights, trademarks, trade secrets or other proprietary rights of Cytokinetics existing as of December 1, 2003 as a result of Portola's performance under this Agreement or otherwise, except for a nonexclusive right of Portola to utilize such proprietary rights of Cytokinetics for the sole purpose of, and to the extent necessary for, performing the Research Plan during the Term.

(ii) PORTOLA TECHNOLOGY. Cytokinetics agrees and acknowledges that Cytokinetics shall acquire no rights of any kind whatsoever with respect to any patents, copyrights, trademarks, trade secrets, know-how or other proprietary rights of Portola existing as of December 1, 2003 as a result of Cytokinetics' performance under this Agreement or otherwise, except for the nonexclusive Background License set forth in this Section 5(a)(ii). Portola hereby grants to Cytokinetics a worldwide, transferable, royalty-free, irrevocable, perpetual license (with the right to grant and authorize sublicenses) under the Background Technology to make, use, have made, sell, offer for sale, import, reproduce, prepare derivative works of, or otherwise to practice, exploit and commercialize products that arise out of the performance of the Cytokinetics Research and Development Programs (the "Background License"). "Background Technology" means: (1) (a) the information, know-how, methods, and technologies, and modifications thereof, and all intellectual property rights therein, that are Controlled by Portola either as of December 1, 2003, or Controlled thereafter at any time during the Term, that are necessary for and either actually disclosed by Portola pursuant to, or used by Portola in performing under, the Research Plan; and (2) to the extent not otherwise included in (1), the Portola Inventions. For avoidance of doubt, Background Technology shall be Portola Information, which Cytokinetics may disclose to the extent necessary to practice the Background License and otherwise as permitted in Section 7.

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(b) INVENTIONS UNDER THIS AGREEMENT.

(i) GENERAL PRINCIPLES. Cytokinetics shall own all right, title and interest in and to any and all inventions, works of authorship, ideas or information developed, created or conceived in the course of the performance of the Research Plan that are not Portola Inventions, and all intellectual property rights therein ("Inventions"). Portola shall own all right, title and interest in all Portola Inventions (as defined below). "Portola Inventions" means any and all inventions, works of authorship, ideas or information developed, created, or conceived by Portola Personnel, with or without Cytokinetics assistance or contribution, in the course of the performance of the Research Plan that are necessary to perform [***], [***] or [***] in the [***] performed pursuant to the Research Plan.

(ii) INVENTIONS RELATING TO CYTOKINETICS RESEARCH AND DEVELOPMENT PROGRAMS. Portola shall and hereby does assign to Cytokinetics all of Portola's right, title and interest in and to all Inventions. Cytokinetics shall and hereby does assign to Portola all of Cytokinetics' right, title and interest in and to all Portola Inventions.

(iii) PATENT FILING AND PROSECUTION. Cytokinetics shall have the right, but not the obligation, to file, prosecute and maintain patent applications and patents on all Inventions. Portola shall have the right, but not the obligation, to file, prosecute and maintain patent applications and patents on all Portola Inventions. Portola will not file, under any circumstances, a patent application in any country in the world claiming any composition of matter, use, formulation, synthetic procedure, manufacturing procedure or method of administration that is Cytokinetics Information and/or Cytokinetics Materials without Cytokinetics' prior written consent. Cytokinetics will not file, under any circumstances, a patent application in any country in the world claiming any composition of matter, use, formulation, synthetic procedure, manufacturing procedure or method that is Portola Information without Portola's prior written consent.

(c) FURTHER ACTS. Each Party shall perform such additional actions necessary to affect the intent of Section 5(b), and shall reasonably cooperate with the other Party in doing so.

6. CYTOKINETICS MATERIALS.

(a) Cytokinetics will transfer to Portola reasonable quantities of any materials to be tested and/or utilized under the Research Plan, and such additional materials as Cytokinetics and Portola may from time-to-time agree during the Term (such materials, together with any derivatives, progeny, or improvements developed therefrom, and any combination of the foregoing with other substances, referred to as "Cytokinetics Materials") for the sole purpose of performing the Research Plan.

(b) Cytokinetics shall retain all right, title and interest in and to the Cytokinetics Materials, except for the sole purposes of, and to the extent necessary for Portola Personnel to perform the Research Plan during the Term. Nothing herein shall be construed (i) to prevent Cytokinetics at any time from using or disclosing the Cytokinetics Materials, (ii) as a grant by Cytokinetics to Portola of any license, joint venture, partnership or other

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ownership interest in or to the Cytokinetics Materials, or (iii) to obligate Cytokinetics to enter into any further agreement with Portola relating to the Cytokinetics Materials.

(c) The Cytokinetics Materials shall be used only for the conduct of the services under the Agreement, and not for any other study or purpose without the prior written consent of Cytokinetics. Portola agrees to retain control over the Cytokinetics Materials and not to transfer Cytokinetics Materials to any other person or entity other than those working on the services under the Agreement, without the prior written consent of Cytokinetics. Under no circumstances shall Portola undertake any efforts (including but not limited to NMR, UV, IR, x-ray crystallography and mass spectroscopy and similar analyses) to ascertain the structure of any Cytokinetics Materials provided hereunder without the prior written consent of Cytokinetics. Portola shall not reverse engineer, disassemble or decompile any Cytokinetics Materials or any other composition, software or other items which are provided to Portola in connection with the Cytokinetics Materials.

(d) The Cytokinetics Materials will be used only in vitro or in
[***], and not for human clinical testing. Any [***] any of the Cytokinetics Materials in the course of investigations or products derived from such [***] will not be used for [***] purposes at any time.

(e) Portola acknowledges that the Cytokinetics Materials are experimental in nature and may have unknown characteristics and therefore agrees to use prudence and reasonable care in the use, handling, storage, transportation and disposition and containment of Cytokinetics Materials. Portola acknowledges that all services conducted utilizing the Cytokinetics Materials will be conducted under suitable containment conditions and in accordance with existing laws and regulations including Hazardous Materials Laws.

(f) Any and all unused Cytokinetics Materials will promptly be returned to Cytokinetics upon request.

(g) The Cytokinetics Materials are being made available in order to conduct further research concerning them. THE CYTOKINETICS MATERIALS BEING SUPPLIED UNDER THIS AGREEMENT ARE BEING SUPPLIED "AS IS", WITH NO WARRANTIES, EXPRESS OR IMPLIED, AND CYTOKINETICS EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. Cytokinetics disclaims all representations that use of Cytokinetics Materials by Portola will not infringe any patent or other proprietary right of any third party.

7. CONFIDENTIALITY.

(a) PORTOLA INFORMATION. The Parties acknowledge that, in the course of the Collaboration at the Licensed Facilities, Cytokinetics and Cytokinetics Personnel may receive, observe, and otherwise have access to Portola Information. Cytokinetics and Portola agree to use commercially reasonable efforts to limit the extent to which Cytokinetics Personnel have access to Portola Information, but the Parties acknowledge and agree that Cytokinetics

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Personnel may obtain such information in good faith by reason of the Parties' activities under this Agreement. For purposes of this Agreement the term "Portola Information" means any information disclosed to Cytokinetics by or on behalf of Portola or its Affiliates (including any such information disclosed in the course of the Parties' participation in the Collaboration from December 1, 2003 up through the Effective Date), either directly or indirectly in writing, graphically, electronically, orally or by inspection of tangible objects, including without limitation any compound, extract, media, vector, gene, protein, sequence, cell, cell line, formulation, sample or other composition, including any structural information and/or any methods of synthesis relating to the foregoing; any assay, procedure, algorithm, software program, discovery, Portola Invention, model, formula, data, result, idea or technique; any trade secret, trade dress, copyright, patent or other intellectual property right, or any registration or application therefor, or materials relating thereto; and any information relating to any of the foregoing or to any research, development, purchasing, manufacturing, engineering, marketing, servicing, sales, financing, legal or other business or corporate financial activities or to any present or future products, design details and specifications, prices, plans, forecasts, suppliers, clients, customers, employees, consultants or investors. Portola Information also includes, without limitation, any information that Portola discloses to Cytokinetics that Portola has received from a Third Party which Portola is obligated to treat as confidential or proprietary. For clarity, Portola Inventions shall be deemed Portola Information.

Specific aspects or details of Portola Information will not be deemed to be within the public knowledge or in the prior possession of Cytokinetics merely because the aspects or details of the Portola Information are embraced by general disclosures in the public domain or in the prior possession of Cytokinetics. In addition, any combination of Portola Information will not be considered in the public knowledge or in the prior possession of Cytokinetics merely because individual elements thereof are in the public domain or in the prior possession of Cytokinetics, unless the combination are in the public knowledge or in the prior possession of Cytokinetics.

(i) CONFIDENTIALITY AND NON-USE OBLIGATIONS. Cytokinetics shall hold all Portola Information in strict confidence and shall not disclose or otherwise make available Portola Information to any Third Party except Cytokinetics' collaborators or bona fide potential collaborators who are bound by written agreement providing an obligation of confidentiality thereto and restriction on use and disclosure thereof commensurate in scope with those provided in this Agreement, and Cytokinetics shall restrict access to Portola Information to those Cytokinetics Personnel who have a need to know such information in order to exercise Cytokinetics' rights and to perform Cytokinetics' obligations under this Agreement. Cytokinetics shall not use, reproduce, or exploit Portola Information for any purpose other than for exercising its rights and performing its obligations under this Agreement. Except for the license granted in Section 5 of this Agreement, Cytokinetics shall have no right, title, or interest of any nature in any Portola Information. Cytokinetics shall not have any obligations under this Agreement with respect to any portion of the Portola Information for which Cytokinetics can demonstrate by competent written proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of Cytokinetics, generally known or available in the public domain; (b) is known by Cytokinetics at the time of receiving such information, from Portola hereunder; (c) is hereafter furnished to Cytokinetics by a Third Party who does not have an obligation to Portola with respect thereto; (d) is independently developed by or on behalf of Cytokinetics without the

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aid, use or application of Portola Information; or (e) is the subject of a written permission to disclose provided by Portola. Notwithstanding anything to the contrary herein, upon Portola's consent, which shall not be unreasonably withheld or delayed, Cytokinetics may disclose the Portola Information, including Portola Inventions as it deems, in its sole discretion, necessary to file patent applications in any country in the world claiming composition of matter, use, formulation, synthetic procedure, manufacturing procedure or method that is an Invention hereunder.

(ii) FURTHER OBLIGATIONS. Cytokinetics shall ensure that all Cytokinetics Personnel who work at the Licensed Premises or who shall otherwise receive disclosure of Portola Information have signed nondisclosure agreements with confidentiality and non-use provisions at least as restrictive as those in this Agreement.

(iii) PERMITTED USES. Notwithstanding any other provision of this Agreement, disclosure of Portola Information shall not be precluded to the extent such disclosure:

(1) is in response to a valid order of a court or other governmental body of a country or any political subdivision thereof; provided, however, that Cytokinetics shall first have given notice to Portola and shall have made a reasonable effort to obtain a protective order requiring that the Portola Information so disclosed be used only for the purposes for which the order was issued;

(2) is otherwise required by law or regulation; provided that Cytokinetics shall give notice to Portola and shall make a reasonable effort to obtain a protective order requiring that the Portola Information so disclosed be used only for the purposes for which the law or regulation required; or

(3) is otherwise necessary to establish rights or enforce obligations under Article 5 of this Agreement, but only to the extent that any such disclosure is necessary for such purpose.

(b) CYTOKINETICS INFORMATION. The Parties acknowledge that, in the course of the Collaboration, Portola and Portola Personnel may receive, observe, and otherwise have access to Cytokinetics Information. For purposes of this Agreement the term "Cytokinetics Information" means any information disclosed to Portola by or on behalf of Cytokinetics (including any such information disclosed in the course of the Parties' participation in the Collaboration from December 1, 2003 up through the Effective Date), either directly or indirectly in writing, graphically, electronically, orally or by inspection of tangible objects, or which Portola generates in the performance of the Research Plan on behalf of Cytokinetics under this Agreement, including without limitation any compound, extract, media, vector, gene, protein, sequence, cell, cell line, formulation, sample or other composition, including any structural information and/or any methods of synthesis relating to the foregoing; any assay, procedure, algorithm, software program, discovery, Inventions, model, formula, data, result, idea or technique; any trade secret, trade dress, copyright, patent or other intellectual property right, or any registration or application therefor, or materials relating thereto; and any information relating to any of the foregoing or to any research, development, purchasing, manufacturing,

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engineering, marketing, servicing, sales, financing, legal or other business or corporate financial activities or to any present or future products, design details and specifications, prices, plans, forecasts, suppliers, clients, customers, employees, consultants or investors. Cytokinetics Information also includes, without limitation, any information disclosed by Cytokinetics to Portola that Cytokinetics has received from a Third Party which Cytokinetics is obligated to treat as confidential or proprietary. For clarity, any data, methods, results, conclusions, information and/or other deliverables made, conceived, reduced to practice or otherwise generated in connection with the performance of the Research Plan under this Agreement, whether solely by Cytokinetics, jointly by Cytokinetics and Portola Personnel, or solely by the Portola Personnel, that are not Portola Inventions, shall be deemed Cytokinetics Information.

(i) CONFIDENTIALITY AND NON-USE OBLIGATIONS. Portola shall hold all Cytokinetics Information in strict confidence and shall not disclose or otherwise make available Cytokinetics Information to any Third Party, and Portola shall restrict access to Cytokinetics Information to those of its employees who have a need to know such information in order to perform the services under this Agreement. Portola shall not use, reproduce, or exploit Cytokinetics Information for any purpose other than exercising its rights and performing its obligations under this Agreement; otherwise, Portola shall have no right, title, or interest of any nature in any Cytokinetics Information. Portola shall not have any obligations under this Agreement with respect to any portion of the Cytokinetics Information for which Portola can demonstrate by competent written proof: (a) is now, or hereafter becomes, through no act or failure to act on the part of Portola, generally known or available in the public domain; (b) is known by Portola at the time of receiving such information, from Cytokinetics hereunder; (c) is hereafter furnished to Portola by a Third Party who does not have an obligation to Cytokinetics with respect thereto; (d) is independently developed by or on behalf of Portola without the aid, use or application of Cytokinetics Information; or (e) is the subject of a written permission to disclose provided by Cytokinetics.

Specific aspects or details of Cytokinetics Information will not be deemed to be within the public knowledge or in the prior possession of Portola merely because the aspects or details of the Cytokinetics Information are embraced by general disclosures in the public domain or in the prior possession of Portola. In addition, any combination of Cytokinetics Information will not be considered in the public knowledge or in the prior possession of Portola merely because individual elements thereof are in the public domain or in the prior possession of Portola, unless the combination are in the public knowledge or in the prior possession of Portola. With respect to Cytokinetics Information which arises under the Research Plan, Portola must establish that the exception (b) applies by virtue of written documentation that Portola receives or obtains from a Third Party rather than in reliance on its own internally generated written documentation.

(ii) FURTHER OBLIGATIONS. Portola shall ensure that each Portola Personnel who performs work at the Licensed Premises pursuant to the Collaboration or shall otherwise receive disclosure of Cytokinetics Information has signed nondisclosure agreements with confidentiality and non-use provisions at least as restrictive as those in this Agreement.

(iii) PERMITTED USES. Notwithstanding any other provision of this Agreement, disclosure of Cytokinetics Information shall not be precluded to the extent such disclosure:

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(1) is in response to a valid order of a court or other governmental body of a country or any political subdivision thereof; provided, however, that Portola shall first have given notice to Cytokinetics and shall have made a reasonable effort to obtain a protective order requiring that the Cytokinetics Information so disclosed be used only for the purposes for which the order was issued;

(2) is otherwise required by law or regulation; provided that Portola shall give notice to Cytokinetics and shall make a reasonable effort to obtain a protective order requiring that the Cytokinetics Information so disclosed be used only for the purposes for which the law or regulation required; or

(3) is otherwise necessary to establish rights or enforce obligations under Article 5 of this Agreement, but only to the extent that any such disclosure is necessary for such purpose.

(c) PERMITTED DISCLOSURES. Notwithstanding anything to the contrary, the confidentiality obligations contained in this Article 7 shall not apply to any Portola Information or Cytokinetics Information (collectively, the "Confidential Information") disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") solely to the extent that the Receiving Party is required either to disclose such Confidential Information by law, order or regulation of a governmental agency or a court of competent jurisdiction, or to disclose Confidential Information to any governmental agency for purposes of obtaining approval to test or market a product, provided in either case that the Receiving Party shall, to the extent it may legally do so, provide written notice thereof to the Disclosing Party and reasonable opportunity to object to any such disclosure or to request confidential treatment thereof, and shall use reasonable efforts to secure confidential treatment of or a protective order for the Confidential Information so required to be disclosed.

8. COMPLIANCE WITH PERMITS; HAZARDOUS MATERIALS.

(a) Cytokinetics shall comply with all conditions of any and all permits, licenses and other governmental and regulatory approvals held by Portola with respect to its use of the Licensed Premises, including those covering [***] use and the discharge of appropriately treated materials or wastes into or through any sanitary or storm sewer serving the Master Premises. Cytokinetics will not cause any Hazardous Materials to be brought upon, kept or used in or about the Licensed Premises by Cytokinetics Personnel, except for those listed on EXHIBIT F or other materials commonly used in connection with the business operations allowed by this Agreement and conducted on the Licensed Premises and then, in full compliance with Hazardous Materials Laws and the Sublease. Cytokinetics agrees to promptly notify Portola of the amount and type of any Hazardous Materials other than those used on EXHIBIT F to be brought upon, kept or used in or about the Licensed Premises by Cytokinetics.

(b) Notwithstanding the foregoing, if Hazardous Materials are discharged or released by Cytokinetics Personnel in violation of Hazardous Materials Laws, then Cytokinetics shall indemnify, defend (with counsel approved by Portola) and hold Portola harmless from and against any and all claims, judgments, damages, penalties, fines, costs, liabilities and losses which arise during or after the term of this Agreement as a result of such

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discharge or release. If Cytokinetics or Cytokinetics Personnel release Hazardous Materials in violation of Hazardous Materials Laws, Cytokinetics will promptly take all actions at its sole cost and expense to the extent required by Hazardous Materials Laws to either (i) cause any and all such Hazardous Materials to be removed from the Licensed Premises and transported solely by duly licensed haulers to duly licensed facilities for final disposal of such materials and waste, except as discharged into the sanitary or storm sewer in strict accordance and conformity with all applicable Hazardous Materials Laws or
(ii) handle, treat, use, store, deal with and manage any and all such Hazardous Materials in, on, under or about the Licensed Premises in compliance with all applicable Hazardous Materials Laws. Upon expiration or earlier termination of this Agreement, to the extent required by Hazardous Materials Laws, Cytokinetics will cause all Hazardous Materials placed on, under or about the Licensed Premises by Cytokinetics Personnel to be removed and transported for use, storage or disposal in accordance and compliance with all applicable Hazardous Materials Laws.

(c) Portola represents that it has obtained and will continue to maintain all required governmental permits and licenses to perform all activities anticipated to be performed pursuant to the Collaboration, including to use, store, handle and dispose of Hazardous Materials as may be necessary to perform such activities hereunder. Portola shall at all times perform all of its obligations under this Agreement in full compliance with all Hazardous Materials Laws, including applicable permits and licenses and shall maintain such permits and licenses in place at all times throughout the Term. Portola shall be responsible for posting any notices required pursuant to the California Safe Drinking Water and Toxic Enforcement Act (Proposition 65).

(d) To Portola's knowledge (without further duty of inquiry), (i) no Hazardous Material is present on the Master Premises in violation of Hazardous Materials Laws; and (ii) no action, proceeding or claim is pending or threatened regarding the Master Premises concerning any Hazardous Material or pursuant to any Hazardous Materials Law. Under no circumstance shall Cytokinetics be liable for, and Portola shall indemnify, defend (with counsel approved by Cytokinetics), protect and hold harmless Cytokinetics, its agents, contractors, stockholders, directors, successors, representatives, and assigns from and against, all losses, costs, claims, judgments, penalties, fines, liabilities and damages (including attorneys' and consultants' fees) arising out of any Hazardous Material present at any time on or about the Master Premises, or the violation of any Hazardous Materials Laws by Portola Personnel, except to the extent that any of the foregoing actually results from the release or emission of Hazardous Material by Cytokinetics or its agents or employees (which shall in no event be deemed to include Portola Personnel, or Portola's other agents, employees or contractors) in violation of Hazardous Materials Laws.

9. CONDITION OF LICENSED PREMISES AND PERSONAL PROPERTY.

(a) CONDITION OF LICENSED PREMISES. Except as expressly set forth herein, Cytokinetics accepts the Licensed Premises in its AS-IS condition with all faults and without any representation or warranty of any kind or nature whatsoever, or any obligation on the part of Portola to modify, improve or otherwise prepare the Licensed Premises for Cytokinetics' occupancy. Upon expiration or earlier termination of this Agreement, the Licensed Premises shall be surrendered to Portola in the condition it was on the Effective Date, reasonable wear and tear and damage caused by Portola or casualty or repairs not Cytokinetics responsibility

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hereunder excepted. Notwithstanding the foregoing or the provisions of subpart
(b) below, Portola shall deliver possession of the Licensed Premises and the Personal Property to Cytokinetics on the Effective Date in good, broom clean condition, with all building systems serving the Licensed Premises in good working order and in compliance with all laws including Hazardous Materials Laws. Cytokinetics' acceptance of the Licensed Premises or the Personal Property shall not be deemed a waiver of Cytokinetics' right to have defects in the Licensed Premises or the Personal Property repaired at no cost to Cytokinetics. Cytokinetics shall give notice to Portola whenever any such defect becomes reasonably apparent, and Portola shall repair or cause the Landlord to repair such defect as soon as practicable.

(b) CONDITION OF PERSONAL PROPERTY. Except as expressly set forth herein, Cytokinetics accepts the Personal Property in its AS-IS condition, and Cytokinetics acknowledges and agrees that Portola has made no representation or warranty of any kind, express or implied, with respect to the design, operation or condition of the Personal Property or any part thereof, or its fitness for a particular purpose. Cytokinetics shall take no action that causes any existing warranty covering all or any portion of the Personal Property to be invalidated (other than properly using the Personal Property as permitted under this Agreement), and Cytokinetics agrees to use the Personal Property in a manner so as not to damage the Personal Property throughout the Term hereof. Cytokinetics expressly acknowledges and agrees that Portola shall have priority access to, and use of the Personal Property, and Cytokinetics shall have access to the Personal Property on an "as available" basis, provided that Portola shall use reasonable efforts to accommodate Cytokinetics' need to use such Personal Property and Cytokinetics shall have the right to use the Personal Property currently located in the Exclusive Space or specifically designated for use by Cytokinetics at all times and Cytokinetics shall have the right to use the Personal Property located in the Lab Space as part of Cytokinetics' use of the Lab Space as described in Section 3(b) above. Upon the expiration or earlier termination of this Agreement, the Personal Property shall be surrendered to Portola in its then, as-is condition, damage caused by Cytokinetics excepted. The Personal Property shall remain the property of Portola, and Cytokinetics shall have no right, title or interest therein except the right to use set forth in Section 2(a).

(c) Cytokinetics shall maintain the Exclusive Space in a neat and orderly condition and shall not damage the Licensed Premises. Except as set forth in the immediately preceding sentence, Portola shall be solely responsible maintaining the Licensed Premises, the Personal Property, and the building systems servicing the Licensed Premises, in good, clean condition and in compliance with all laws, including making or causing the Landlord to make all necessary repairs and replacements.

10. USE/ALLOCATION OF LIABILITY. Cytokinetics shall be solely responsible for any waste committed with respect to the Licensed Premises or the Master Premises by Cytokinetics or its employees, agents, representatives or affiliates (which shall in no event be deemed to include Portola Personnel or Portola's other agents, employees or contractors). Cytokinetics shall not violate any provision of the Sublease but shall have no responsibility for the obligations of Portola as the tenant thereunder.

11. INSURANCE AND LIABILITY. During the term of this Agreement, each Party shall, at its own cost and expense, carry commercial general liability insurance with a single combined

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liability and property damage limit of at least $[***]. Such insurance shall have customary coverages with exclusions reasonably approved by the other Party to protect the other Party against liability for injury or death to persons and loss or damage to property arising out of or in connection with the use of the license herein granted. Within three (3) days of the Effective Date, each Party shall furnish to the other certificates from its insurance carrier certifying that the above-specified insurance has been fully paid for and is in full force and effect. The amount of such insurance shall not limit the liability of either Party to the other under Article 12 hereof. All liability policies that Cytokinetics is required to be obtained hereunder will show Portola, Millennium and Landlord (as defined in the Master Lease) as additional insureds. All liability policies that Portola is required to be obtained hereunder will show Cytokinetics as an additional insured. All policies shall contain a provision that such policies will not be cancelled or reduced without at least thirty (30) days prior written notice to the other Party. Notwithstanding anything to the contrary herein, the Parties hereto release each other and their respective agents, employees, successors and assignees from all liability for injury to any person or damage to any property that is caused by or results from a risk which is actually insured against or which would normally be covered by all risk property insurance, without regard to the negligence or willful misconduct of the entity so released. Each of Portola and Cytokinetics shall promptly inform its insurance carrier of the foregoing release and waiver of subrogation and obtain all required certificates or waivers from such insurance carriers. All of Portola's and Cytokinetics' repair and indemnity obligations under this Agreement shall be subject to the release and waiver contained in this paragraph.

12. INDEMNITY.

(a) Cytokinetics agrees to defend (with counsel approved by Portola), indemnify and hold Portola harmless from and against any and all third-party claims, mechanics liens, damages, expenses (including, without limitation, attorneys' fees and charges), suits, losses, liabilities for any death, injury, damage or loss caused by or arising from (i) any negligence or willful acts of Cytokinetics or its agents, officers, representatives or employees; (ii) any breach by Cytokinetics or its agents, officers, representatives or employees of any of its obligations under this Agreement;
(iii) any discharge or release of Hazardous Materials by Cytokinetics or its agents, officers, representatives or employees in violation of Hazardous Materials Laws as described under Section 8(b); provided, however, that nothing in this provision shall render Cytokinetics liable or responsible for any loss or damage to property or for injury, including death, to persons to the extent caused by or arising out of the negligent or willful acts or omissions, breach of this Agreement or violation of laws or permits (including Hazardous Materials Laws) of Portola, Portola Personnel, or Portola agents, officers, representatives or employees.

(b) Portola agrees to defend (with counsel approved by Cytokinetics), indemnify and hold Cytokinetics harmless from and against any and all third-party claims, mechanics liens, damages, expenses (including, without limitation, attorneys' fees and charges), suits, losses, liabilities for any death, injury, damage or loss caused by, arising from or connected with (i) any negligence or willful acts of Portola or its agents, officers, representatives or employees; (ii) any breach by Portola or its agents, officers, representatives or employees of any of its obligations under this Agreement;
(iii) any discharge or release of Hazardous Materials by Portola or its agents, officers, representatives or employees or Portola Personnel, including any

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release or discharge occurring in the course of Portola or its agents, officers, representatives or employees carrying out its obligations under this Agreement;
(iv) Portola's or its agent's, officer's, representative's or employee's or the Portola Personnel's use of the Master Premises; or (v) the exercise of any rights hereunder by Portola or its agents, officers, representatives or employees or any Portola Personnel or visitors; provided, however, that nothing in this provision shall render Portola liable or responsible for any loss or damage to property or for injury, including death, to persons caused solely by or arising solely out of the negligent or willful acts or omissions of Cytokinetics, its agents, officers, representatives or employees (which shall in no event be deemed to include Portola Personnel or Portola's other agents, employees or contractors).

13. TERM; EXTENSION.

(a) TERM. The term of this Agreement shall begin on the Effective Date and, subject to Section 13(b), end on [***] (the "TERM").

(b) EXTENSION. The Parties may extend the Term for one (1) additional year by mutual written agreement not more than [***] ([***]) days before the end of the Term. If either Party notifies the other Party of its interest in extending the Term, both Parties shall negotiate in good faith and use commercially reasonable efforts to reach an agreement on such extension acceptable to each Party during the last [***] ([***]) days of the Term. The extension granted herein is conditioned on Cytokinetics not being in default of this Agreement beyond any applicable cure period at the effective date of such extension.

14. TERMINATION.

(a) CASUALTY. If the Master Premises, or any material portion thereof, are damaged or destroyed, Portola may terminate this Agreement by delivering written notice to Cytokinetics of such termination. Such termination shall be effective immediately upon delivery of such notice. If the Licensed Premises, or any material portion thereof, are damaged or destroyed, Cytokinetics may terminate this Agreement by delivering written notice to Portola of such termination. Such termination shall be effective immediately upon delivery of such notice.

(b) CONDEMNATION. If any portion of the Master Premises is taken or condemned for any public purpose, this Agreement shall terminate as of the effective date of the condemnation or taking. All proceeds from any taking or condemnation referred to in this paragraph shall be the sole property of Portola, and Cytokinetics shall have no right or interest to any portion thereof.

(c) UNCURED MATERIAL BREACH. In addition to any other remedies that may be available to the non-breaching Party at law or equity, if a Party materially breaches this Agreement, and the breaching Party has not cured such breach within [***] ([***]) days of written notice of such material breach from the non-breaching Party, then the non-breaching Party may terminate this Agreement by delivering a second written notice promptly after expiration of such [***] ([***]) day period. In the event of Cytokinetics' uncured material breach, at the end of such [***] ([***]) day period, Portola shall have the immediate right of re-entry and may remove all persons and property from the Licensed Premises.

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(d) TERMINATION RIGHT. This Agreement may be terminated by either Party after [***], without cause, upon [***] ([***]) days written notice to the other Party.

(e) TERMINATION OF SUBLEASE. This Agreement shall terminate immediately upon a termination of the Sublease.

(f) EFFECTS OF EXPIRATION OR TERMINATION.

(i) NO PREJUDICE. The termination or expiration of the Agreement for any reason shall be without prejudice to any rights which shall have accrued to the benefit of either Party prior to such termination or expiration, including any damages arising from any breach hereunder. Such termination or expiration shall not relieve either Party from obligations which are expressly indicated to survive termination or expiration of the Agreement.

(ii) SURRENDER OF LICENSED PREMISES. Upon expiration or earlier termination of this Agreement, Cytokinetics shall surrender the Licensed Premises to Portola in its then, as-is condition (damage by Cytokinetics excepted), and Cytokinetics shall, at its sole cost and expense, remove or cause to be removed all of Cytokinetics' equipment and other installations from the Licensed Premises and repair any damage to the Master Premises caused by such removal. Upon the termination of this Agreement, Cytokinetics shall have no further right to use the Licensed Premises. Upon request by Portola, Cytokinetics shall execute, acknowledge and deliver to Portola an instrument in writing sufficient in Portola's judgment to evidence the expiration or termination of this Agreement and to disclaim any further right of Cytokinetics under this Agreement.

(iii) SURVIVAL. The terms and provisions of the following Articles and Sections shall survive any expiration or termination of this Agreement: Articles 1, 4, 5, 7, 12 and 15; and Sections 6(b)-6(g), 8(b) (solely with respect to claims arising during the Term), 9(b), 13(b) and 14(f).

15. GENERAL.

(a) CORPORATE AUTHORITY.

(i) Cytokinetics represents and warrants to Portola that Cytokinetics is validly formed and duly authorized and existing, that Cytokinetics is qualified to do business in California, that Cytokinetics has the full right and legal authority to enter into this Agreement and is authorized to execute and deliver this Agreement in accordance with its terms.

(ii) Portola represents and warrants to Cytokinetics that Portola is validly formed and duly authorized and existing, that Portola is qualified to do business in California, that Portola has the full right and legal authority to enter into this Agreement is authorized to execute and deliver this Agreement in accordance with its terms.

(b) NOTICES. Any notice or other communication required or permitted to be delivered to any Party must be in writing and shall be deemed properly delivered, given and

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

23.

received either when delivered by hand, or two (2) business days after being sent by: (i) registered mail; (ii) courier or express delivery service; or (iii) by facsimile; in each case to the address or facsimile telephone number set forth beneath the name of such Party below (or to such other address or facsimile telephone number as such Party shall have specified in a written notice given to the other Party):

if to Portola:

Portola Pharmaceuticals, Inc. 270 East Grand Avenue. Suite 22 South San Francisco, CA 94080 Attention: Matt Birrell Telephone: 650-246-7424 Facsimile: 650-246-7776

if to Cytokinetics:

Cytokinetics, Inc. 280 East Grand Avenue South San Francisco, CA 94080 Attention: Robert Blum Executive Vice President, Finance and Corporate Development Chief Financial Officer Telephone: 650-624-3000 Facsimile: 650-624-3010

(c) GOVERNING LAW. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of California (without giving effect to principles of conflicts of laws that would require the application of any other law).

(d) TIME. Time is of the essence with respect to the performance of each and every provision of this Agreement in which time of performance is a factor. All references to days or months contained in this Agreement shall be deemed to mean calendar days or calendar months unless otherwise specifically stated.

(e) ASSIGNMENT. This Agreement may not be assigned by either party without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign this Agreement, without such consent, (i) to an Affiliate, or (ii) to a successor in connection with a merger or a sale of all or substantially all of the assets to which this Agreement pertains. Any such assignment by a party in violation of the foregoing shall be null and void.

(f) SEVERABILITY. If any provision of this Agreement, or the application of any such provision to any Party or set of circumstances, is determined to be invalid, unlawful, void or unenforceable to any extent, the remainder of this Agreement, and the application of such provision to a Party or circumstances other than those as to which it is determined to be invalid,

24.

unlawful, void or unenforceable, shall not be impaired or otherwise affected and shall continue to be valid and enforceable to the fullest extent permitted by law.

(g) WAIVER. No failure on the part of any Party to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of any Party in exercising any power, right, privilege, or remedy under this Agreement, shall operate as a waiver of such power, right, privilege, or remedy; and no single or partial exercise of any such power, right, privilege, or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege, or remedy. No Party shall be deemed to have waived any claim arising out of this Agreement, or any power, right, privilege, or remedy under this Agreement, unless the waiver of such claim, power, right, privilege, or remedy is expressly set forth in a written instrument duly executed and delivered on behalf of such Party; and any such waiver shall not be applicable or have any effect except in the specific instance in which it is given.

(h) BROKERS. Cytokinetics and Portola each represent to the other Party that they have not had any contract or dealings with or communications in connection with this transaction, through any real estate broker or other person who can claim a right to a commission or finder's fee as a procuring cause of the transaction contemplated herein. In the event that any broker or other person makes a claim based upon any contract, dealings or communication, the Party through whom the broker or finder makes its claim agrees to defend, hold harmless and indemnify the other from and against such claim, and all liabilities, costs and expenses arising therefrom.

(i) ENTIRE AGREEMENT; AMENDMENTS. This Agreement contains the entire agreement of Portola and Cytokinetics with respect to the Licensed Premises and the Collaboration, and there are no oral agreements between Portola and Cytokinetics with respect thereto. Notwithstanding the foregoing or anything to the contrary herein, the Consulting Agreement shall govern any Services (as defined in the Consulting Agreement) provided to Cytokinetics by Charles Homcy. This Agreement supersedes and cancels any and all previous negotiations, arrangements, brochures, agreements, and understandings, if any, between Portola and Cytokinetics with respect to the Collaboration or the Licensed Premises. No amendments, modifications or changes herein or hereof shall be binding upon any Party hereto unless set forth in a document duly executed by all Parties hereto.

(j) COUNTERPARTS. This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and with the same effect as if all Parties hereto had signed the same document. All of such counterparts shall be construed together and shall constitute one instrument, but in making proof, it shall be only necessary to produce a single such counterpart.

(k) RECITALS. Each and every recital is incorporated into this Agreement as if fully set forth herein.

(l) RELATIONSHIP OF THE PARTIES. Each Party shall be deemed to be an independent contractor and not an agent, joint venturer, or representative of the other Party. No Party may create any obligations or responsibilities on behalf of or in the name of the other

25.

Party. No Party shall hold itself out to be a partner, employee, franchisee, representative, servant, or agent of the other Party.

(m) CONSTRUCTION.

(i) For purposes of this Agreement, whenever the context requires: (A) the singular number shall include the plural, and vice versa; (B) the masculine gender shall include the feminine and neuter genders; (C) the feminine gender shall include the masculine and neuter genders; and (D) the neuter gender shall include the masculine and feminine genders.

(ii) The Parties hereto agree that any rule of construction to the effect that ambiguities are to be resolved against the drafting Party shall not be applied in the construction or interpretation of this Agreement.

(iii) As used in this Agreement, the words "include" and "including," and variations thereof, shall not be deemed terms of limitation, but rather shall be deemed to be followed by the words "without limitation."

(iv) Except as otherwise indicated, all references in this Agreement to "Sections" and "Schedules" are intended to refer to Sections of this Agreement and Schedules to this Agreement.

[SIGNATURE PAGE FOLLOWS]

26.

IN WITNESS WHEREOF, the Parties have caused this agreement to be duly executed and delivered as of the Effective Date.

PORTOLA PHARMACEUTICALS, INC. a Delaware corporation

By: /s/ Charles Homey
Print Name: Charles Homey
Its: President & CEO

Date: 8/19/04

CYTOKINETICS, INC. a Delaware corporation

By: /s/ Robert I. Blum
Print Name: Robert I. Blum
Its: EVP Corp. Dev. & CFO

Date: 8/19/04

27.

EXHIBIT A

SUBLEASE

THIS SUBLEASE ("Sublease"), dated November 7, 2003 for reference purposes only, is entered into by and between MILLENNIUM PHARMACEUTICALS, INC. a Delaware corporation ("Sublandlord"), and PORTOLA PHARMACEUTICALS, INC., a Delaware corporation ("Subtenant").

RECITALS

A. Sublandlord, as successor in interest to COR Therapeutics, Inc. leases certain premises (the "Premises") consisting of approximately 136,242 rentable square feet in four buildings in South San Francisco, California more particularly described as (i) the one-story building commonly known as 256 East Grand Avenue, (ii) the two-story building commonly know as 260 East Grand Avenue, (iii) Suites 20, 26, 35, 45, 50 and 70 in the one-story building commonly known as 250 East Grand Avenue, and (iv) the westerly portion of the two-story building commonly known as 270 East Grand Avenue, pursuant to a certain Lease, dated as of July 1, 2001 between BRITANNIA POINTE GRAND LIMITED PARTNERSHIP, as landlord (the "Master Landlord"), and Sublandlord's predecessor in interest, COR Therapeutics, Inc., as tenant, (the "Master Lease"), a copy of which is attached hereto as EXHIBIT A. Capitalized terms herein not otherwise defined herein shall have the same meanings as provided in the Master Lease.

B. Sublandlord desires to sublease to Subtenant, and Subtenant desires to sublease from Sublandlord a portion of the Premises consisting of approximately 26,916 square located in the westerly portion of the two-story building commonly known as the westerly portion of 270 East Grand Avenue and more particularly shown on the layout attached at EXHIBIT B hereto ("Sublease Premises") upon the terms and conditions provided for herein.

NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, Sublandlord and Subtenant covenant and agree as follows:

AGREEMENT

1. SUBLEASE PREMISES. Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, the Sublease Premises, upon and subject to the terms and conditions set forth herein, together with the non-exclusive use of 3 parking spaces per 1,000 rentable square feet in the Sublease Premises.

2. TERM. The term of this Lease shall commence on the date of termination of the Transition Services Agreement between Sublandlord and Subtenant being executed contemporaneously, subject to satisfaction of the Conditions Precedent (defined below) (the "Commencement Date"). The term of this Sublease shall end on June 30, 2009 unless sooner terminated or extended in accordance with the provisions hereof.

3. [INTENTIONALLY OMITTED]

4. CONDITIONS PRECEDENT. The conditions listed in this paragraph ("Conditions Precedent") must be satisfied or waived by Subtenant prior to commencement of the Sublease term. The parties anticipate that the Conditions Precedent will be satisfied on or before July 1, 2004, and each covenants to use its best efforts to effect their satisfaction by such time.

(a) The parties shall have entered into the Transition Services Agreement between Sublandlord and Subtenant being executed contemporaneously herewith (the "TSA");

(b) Those services and utilities to be installed by Sublandlord necessary for the Sublease Premises to be operated as a stand-alone facility have been installed or configured, in accordance with the TSA;

(c) All of the Equipment (as that term is defined in the TSA) has been transferred to the Sublease Premises in accordance with the TSA;

(d) Sublandlord shall have completed all site closure activities relative to the Sublease Premises and shall have received all necessary governmental or regulatory approvals as may be required to decommission the Sublease Premises and obtain site closure of all permits and licenses relating to Sublandlord's use of Hazardous Materials in the Sublease Premises, in accordance with the TSA;

(e) Sublandlord shall have vacated the Subleased Premises and shall have delivered possession of the Subleased Premises to Subtenant; and

(f) Master Landlord shall have consented to this Sublease.

5. USE. Subtenant shall be permitted to use the Sublease Premises consistent with the permitted uses under the Master Lease.

6. RENT.

(a) BASE RENT.

(i) Starting on the Commencement Date, Subtenant shall pay as base rent ("Base Rent") for the Sublease Premises in advance, on or before the first day of each month, without deduction or offset, monthly rent in the amounts set forth below. Base Rent and Additional Rent (defined below) shall be payable to Sublandlord at the address stated herein for Sublandlord. Base Rent and Additional Rent shall collectively be referred to herein as "Rent." Rent for any period during the term hereof which is for less than one month shall be a pro rata portion of the monthly installment based on the number of days in the month at issue.

PERIOD MONTHLY RENT Commencement Date - 12/04 $[***] ($[***]/sq.ft.) 1/05 - 12/05 $[***] ($[***]/sq.ft.) 1/06 - 6/30/07 $[***] ($[***]/sq.ft.) 7/1/07 - 6/30/09 Fair Market Rental

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

(ii) "Fair Market Rental," as that term is used in this subsection shall mean the current market rate per month being charged to new tenants for triple net leases of comparable office, laboratory space and [***] facility in the South San Francisco area, determined as follows:

(1) At least 60 but not more than 90 days prior to June 30, 2007, Sublandlord shall give Subtenant written notice of its estimate of Fair Market Rental. Subtenant shall have fifteen (15) days after receipt of Sublandlord's notice to accept such value or to object thereto in writing. In the event Subtenant objects, Sublandlord and Subtenant shall attempt to agree upon the Fair Market Rental, using their best good faith efforts. If Sublandlord and Subtenant fail to reach agreement within such fifteen (15) days, then each party's determination shall be submitted to arbitration in accordance with the procedure set forth in the following subsections.

(2) Sublandlord and Subtenant shall each appoint one arbitrator who shall by profession be a real estate broker who shall have been active over the five (5) year period immediately preceding the date of such appointment in the leasing of office and laboratory space in the South San Francisco area.

(3) Not later than ten (10) days after both arbitrators are appointed, each party shall separately but simultaneously submit in a sealed envelope to each arbitrator their separate suggested Fair Market Rental values. If the higher rate of the two submitted suggested Fair Market Rental values does not exceed the lower rate by more than five percent (5%), then the two rates shall be averaged (thus splitting the difference and avoiding additional arbitration costs), with the resulting value becoming the Fair Market Rental.

(4) If the Fair Market Rental is not established by the provisions in subsection (3) above, the two arbitrators appointed shall, on of before fifteen (15) days from the date of the appointment of the last appointed arbitrator, agree upon and appoint a third arbitrator who shall be qualified under the same criteria set forth above for qualification of the initial two arbitrators.

(5) Each of the three arbitrators, within thirty (30) days of the appointment of the third arbitrator, shall independently determine the Fair Market Rental. If the higher and lower values determined by the arbitrators so not differ by more five percent (5%) from the middle value, all values shall be averaged and the resulting value shall be determined to be the Fair Market Rental. If either of the arbitrator's values differ from the middle value by more than five percent (5%), such value shall not be considered and the remaining values shall be averaged to determine the Fair Market Rental. If two of the arbitrators' values differ from the middle value by more than five percent (5%), neither such value shall be considered, and the middle value shall be deemed to be the Fair Market Rental.

(6) The cost of arbitration shall be paid by Sublandlord and Subtenant equally.

*** Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.

(b) ADDITIONAL RENT. Subtenant shall pay to Sublandlord, as additional rent ("Additional Rent"), Subtenant's Pro Rata Share of Operating Expenses accruing during the term of this Sublease. Notwithstanding the foregoing, in the event any amounts payable by Sublandlord to Master Landlord are (i) due to Sublandlord's breach of any provision of the Master Lease, (ii) due to Sublandlord's negligence or willful misconduct, or (iii) are for the sole benefit of Sublandlord, such amounts shall not be pro rated between Sublandlord and Subtenant and shall be the sole responsibility of Sublandlord. For purposes hereof, Subtenant's Pro Rata Share means 25.36%.

(c) PERSONAL PROPERTY TAXES. Subtenant shall be responsible for and shall pay prior to delinquency all taxes and assessments levied against or by reason of (a) any and all alterations, additions and items installed or placed on or in the Sublease Premises and taxed as personal property rather than as real property, and/or (b) all personal property, trade fixtures and other property placed by Subtenant on or about the Sublease Premises

7. AS-IS. The Sublease Premises and all improvements will be taken over on an "as is" basis.

8. INCORPORATION OF MASTER LEASE.

(a) Except as otherwise provided in this Sublease, all of the terms and provisions of the Master Lease are incorporated into and made a part of this Sublease, and the rights and obligations of the parties under the Master Lease are hereby imposed upon the parties hereto with respect to the Sublease Premises, the Sublandlord being substituted for the Landlord in the Master Lease, the Subtenant being substituted for the Tenant in the Master Lease and the Sublease Premises being substituted for the Premises in the Master Lease; provided, however, that the term "Landlord" in the following sections of the Master Lease shall mean (i) Master Landlord, not Sublandlord: Section 1.2, 9.2 (first full paragraph), 9.2(a), 12.1(d), 17.1, 17.4 and 17.5 and (ii) both Master Landlord and Sublandlord: Sections 9.2(b), 9.2(c), 9.2(e), 9.3. Notwithstanding the foregoing, the following Sections of the Master Lease are not incorporated herein: Sections 1.1 (a), 1.3, 2.1, 2.3, 2.6, 3.1, 7 (except for the definitions necessary for Section 5(b) above), 9.2(d), 10.2(c), 19.1 and 19.15.

(b) In the event of any conflict between this Sublease and the Master Lease, as between Sublandlord and Subtenant, the terms and conditions of this Sublease shall control. Further, if Rent is abated under the Master Lease, Rent hereunder shall also be abated in the same proportion.

9. INDEMNITY AND REPRESENTATIONS. The following provisions and obligations shall survive the termination of this Sublease:

(a) Subtenant shall indemnify, defend, protect, and hold Sublandlord harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties, and expenses (collectively "Claims") which may be brought or made against Sublandlord or which Sublandlord may pay or incur to the extent caused by (i) a breach of this Sublease by Subtenant, (ii) any violation of law by Subtenant or its employees, agents, contractors or invitees ("Agents") relating to the use or occupancy of the Sublease Premises, (iii) the negligence or willful misconduct of Subtenant or its Agents, or (iv) the storage, use, release

or disposal of Hazardous Materials (as defined below) on or about the Premises by Subtenant or Subtenant's employees, contractors, agents or licensees. Notwithstanding anything to the contrary in this Sublease or Master Lease, Subtenant shall have no obligation to clean up or to comply with any law regarding, or to reimburse, indemnify, defend or hold harmless Sublandlord or Master Landlord with respect to, any Hazardous Materials discovered on the Sublease Premises which existed prior to the Commencement Date of this Sublease.

(b) Sublandlord shall indemnify, defend, protect, and hold Subtenant harmless from and against all actions, claims, demands, costs, liabilities, losses, reasonable attorneys' fees, damages, penalties and expenses which may be brought or made against Subtenant or which Subtenant may pay or incur to the extent caused by (i) the negligence or willful misconduct of Sublandlord or its Agents occurring on or about the Premises or Sublease Premises; (ii) the failure by Sublandlord to comply with or perform its obligations under the Master Lease and/or this Sublease, (iii) a breach by Sublandlord of any of its representations or warranties to Subtenant under this Sublease, or (iv) storage, use, release or disposal of Hazardous Materials on or about the Sublease Premises or Premises by Sublandlord or Sublandlord's employees, contractors, agents or licensees. As used herein, "Hazardous Materials" means any substance or material which is classified or considered to be hazardous or toxic under any present or future federal, state, regional or local law relating to the use, storage, treatment, existence, release, emission, discharge, generation, manufacture, disposal or transportation of any such substances.

(c) Sublandlord represents to Subtenant that (A) the Master Lease is in full force and effect, (B) the copy of the Master Lease which is attached to this Sublease as EXHIBIT A is a true, correct and complete copy of the Master Lease, (C) to Sublandlord's best knowledge, no Event of Default exists on the part of Sublandlord under the Master Lease, (D) to Sublandlord's best knowledge, there are no pending or threatened actions, suits or proceedings before any court or administrative agency against Sublandlord which could, in the aggregate, adversely affect the Sublease Premises or of Sublandlord to perform its obligations under the Sublease, and Sublandlord is not aware of any facts which might result in any actions, suits or proceedings, and (E) to Sublandlord's best knowledge (x) Sublandlord has not discharged, disposed of or released any Hazardous Materials in or about the Sublease Premises or Premises except in compliance with applicable laws and no action, proceeding, or claim is pending, or threatened concerning any Hazardous Materials arising in connection with Sublandlord's use of the Sublease Premises or Premises, and (y) Sublandlord has not transported, stored, used, manufactured, emitted, disposed of or released, or exposed to its employees or others to, Hazardous Materials on or about the Sublease Premises or Premises in violation of any law, rule, regulation, treaty or statute promulgated by any governmental authority or any permit held by Sublandlord. Subtenant expressly acknowledges that the foregoing representations under this clause (c) are made with respect to the period from and after February 12, 2002.

10. BROKERAGE. Each party warrants and represents to the other that such party has not retained any other real estate broker, finder or any other person whose services would form the basis for any claim for any commission or fee in connection with this Sublease or the transactions contemplated hereby. Each party agrees to save, defend, indemnify and hold the other party free and harmless from any breach of its warranty and representation as set forth in the preceding sentence, including the other party's attorneys' fees.

11. SUBLANDLORD'S OBLIGATIONS. Sublandlord shall have no obligation to Subtenant with respect to the Sublease Premises during the term hereof except as expressly otherwise provided herein nor shall Sublandlord have any obligation to Subtenant with respect to the performance by Master Landlord of any obligations of Master Landlord under the Master Lease, except to use best efforts to enforce Master Landlord's obligations under the Master Lease. Such enforcement shall include, without limitation, upon Subtenant's request, (a) immediately notifying Master Landlord of its non-performance under the Master Lease and requesting that Master Landlord perform its obligations under the Master Lease and/or (b) assigning Sublandlord's rights under the Master Lease to Subtenant to the extent necessary to permit Subtenant to institute legal proceedings against Master Landlord to obtain the performance of Master Landlord's obligations under the Master Lease; provided, however, that if Subtenant commences a lawsuit or other action, Subtenant shall pay all costs and expenses incurred in connection therewith, and Subtenant shall indemnify Sublandlord against, and hold Sublandlord harmless from, all costs and expenses incurred by Sublandlord in connection therewith.

12. EARLY TERMINATION OF MASTER LEASE. If, without the fault of Sublandlord hereunder the Master Lease should terminate prior to the expiration of this Sublease, Sublandlord shall have no liability to Subtenant. To the extent that the Master Lease grants Sublandlord any discretionary right to terminate the Master Lease, whether due to casualty, condemnation, or otherwise, Sublandlord shall have the right to exercise such right with regard to the Sublease Premises in its sole and absolute discretion.

13. MODIFICATIONS TO MASTER LEASE. Sublandlord shall not amend or modify the Master Lease in such a manner as to adversely affect Subtenant's use of the Sublease Premises or increase the obligations or decrease the rights of Subtenant hereunder, without the prior written consent of Subtenant, which may be granted or withheld at Subtenant's sole discretion.

14. QUIET ENJOYMENT. Subtenant shall peacefully have, hold and enjoy the Sublease Premises, subject to the terms and conditions of this Sublease and subject to the Master Lease, provided that Subtenant pays all rent and performs all of Subtenant's covenants and agreements contained herein. If Master Landlord seeks to terminate the Master Lease because of a default or alleged default by Sublandlord under the Master Lease (other than a default or alleged default caused by the default by Subtenant under this Sublease), Sublandlord shall take all action required to reinstate the Master Lease. In the event that Sublandlord defaults in the performance or observance of any of Sublandlord's obligations under this Sublease or receives a notice of default from Master Landlord under the Master Lease, then Subtenant shall give written notice to Sublandlord specifying in what manner Sublandlord has defaulted. If such default shall not be cured within a reasonable time, but in no event later than thirty (30) days after Sublandlord's receipt of such written notice from Subtenant (except that if such default cannot be cured within said thirty (30) day period, this period shall be extended for an additional reasonable time, provided that Sublandlord commences to cure such default within such thirty (30) day period and proceeds diligently thereafter to effect such cure as quickly as possible), then Subtenant shall be entitled, at Subtenant's option, to cure such default and promptly collect from Sublandlord Subtenant's reasonable expenses in so doing
(including, without limitation, reasonable attorneys' fees and court costs) unless such default by Sublandlord is caused by a default of Subtenant hereunder (in which case Sublandlord shall not be liable for Subtenant's costs to cure the default). Subtenant shall not be required to wait the entire cure period provided for herein if

earlier action is required to prevent a termination by Master Landlord of the Master Lease and Sublandlord has failed to take such earlier action. Nothing contained herein shall entitle Subtenant to act on behalf of Sublandlord or in Sublandlord's name.

15. CONSENT OF MASTER LANDLORD. If Subtenant desires to take any action which requires the consent of Master Landlord pursuant to the terms of the Master Lease, including, without limitation, the making of any alterations, then, notwithstanding anything to the contrary herein, (a) Sublandlord, independently, shall have the same rights of approval or disapproval as Master Landlord has under the Master Lease, (b) Subtenant shall not take any such action until it obtains the consent of both Sublandlord and Master Landlord, and
(c) Subtenant shall request that Sublandlord obtain Master Landlord's consent on Subtenant's behalf and Sublandlord shall use commercially reasonable efforts to obtain such consent and any out-of-pocket expense of obtaining such consent shall be borne by Subtenant, unless Sublandlord and Master Landlord agree that Subtenant may contact Master Landlord directly with respect to the specific action for which Master Landlord's consent is required.

16. NO THIRD PARTY RIGHTS. The benefit of the provisions of this Sublease is expressly limited to Sublandlord and Subtenant and their permitted successors and assigns. Under no circumstances will any third party be construed to have any rights as a third party beneficiary with respect to any of said provisions.

17. MASTER LANDLORD CONSENT TO SUBLEASE. This Sublease and Sublandlord's and Subtenant's obligations hereunder are conditioned upon having obtained the written consent of the Master Landlord to this Sublease.

18. SURRENDER. Subtenant's obligation to surrender the Sublease Premises shall be fulfilled if Subtenant (i) surrenders possession of the Sublease Premises in the condition existing immediately prior to the Commencement Date, ordinary wear and tear, Hazardous Materials existing immediately prior to the Commencement Date, and interior improvements made by Subtenant which Sublandlord states in writing may be surrendered at the termination of the Sublease excepted; and (ii) completes all site closure activities relative to the Sublease Premises and receives all necessary governmental or regulatory approvals as may be required to decommission the Sublease Premises and obtain the site closure of all permits and licenses relating to Subtenant's use of Hazardous Materials in the Sublease Premises.

19. MUTUAL WAIVER OF SUBROGATION. The waiver of subrogation provision set forth in Section 12.4 of the Master Lease shall be deemed a three party agreement binding among and inuring to the benefit of Sublandlord, Subtenant and Master Landlord (by reason of its consent to hereto).

20. NON-DISTURBANCE. In the event that the Sublease terminates prior to the expiration of the term thereof for any reason other than as a result of an event of default by Subtenant under the Sublease, the Sublease shall continue in full force and effect, at Subtenant's option, as a direct lease between the Master Landlord and Subtenant upon all of the terms, covenants and conditions of the Sublease and Master Landlord shall recognize Subtenant's right to possession of the Premises as provided for in the Sublease and shall not disturb Subtenant's right to possession so long as an event of default does not exist in the performance of Subtenant's obligations under the Sublease.

21. COUNTERPARTS. This Sublease may be executed in any number of counterparts, each of which counterparts shall be deemed to be an original, and all of which together shall constitute one and the same instrument.

[balance of page left intentionally blank]

IN WITNESS WHEREOF, the parties have executed this Sublease as of the date first written above.

ADDRESS: SUBLANDLORD

Millennium Pharmaceuticals, Inc. MILLENNIUM PHARMACEUTICALS, INC. 75 Sidney Street a Delaware corporation Cambridge, MA 02139

Attn: General Counsel /s/ Mark J. Levin By: Mark J. Levin Title: Chairperson, President and Chief Executive Officer

SUBTENANT

Portola Pharmaceuticals, Inc. PORTOLA PHARMACEUTICALS, INC., 270 East Grand Avenue a Delaware corporation South San Francisco, CA 94080

Attn: ____________________________ By: /s/ [ILLEGIBLE] Title: President & Chief Executive Officer

CONSENT OF MASTER LANDLORD

Notwithstanding any provision in the Master Lease prohibiting the sublease of the Premises, the undersigned, as owner and holder of all right, [ILLEGIBLE] and interest of Master Landlord under the Master Lease, hereby consents to the foregoing sublease of the Premises and waives any objection to the sublease contained herein and agrees to the provisions of Section 19 ("Nondisturbance") contained therein.

BRITANNIA POINTE GRAND LIMITED PARTNERSHIP, a Delaware limited partnership

By: Britannia Pointe Grand, LLC, a California limited liability company, General Partner

Dated: _____________________, By: /s/ [ILLEGIBLE] Title: MANAGER

10.

EXHIBIT A

[COPY OF MASTER LEASE TO BE ATTACHED]

11.

LEASE

Landlord: Britannia Pointe Grand Limited Partnership

Tenant: COR Therapeutics, Inc.

Date: July 1, 2001

TABLE OF CONTENTS

1. PROPERTY ............................................................... 1 1.1 Lease of Premises and Phase I Property; Existing Lease ........ 1 1.2 Landlord's Reserved Rights .................................... 1 1.3 First Refusal Right ........................................... 2

2. TERM ................................................................... 3 2.1 Term .......................................................... 3 2.2 [Omitted.] .................................................... 3 2.3 Condition of Premises; Tenant Improvements .................... 3 (a) "As Is" Condition .................................... 3 (b) New Mezzanine Area ................................... 4 (c) New Lobby Area ....................................... 4 2.4 [Omitted.] .................................................... 5 2.5 Holding Over .................................................. 5 2.6 Option To Extend Term.......................................... 5

3. RENTAL .........................