TABLE OF CONTENTS

		PAGE
ARTICLE ONE BASIC LEASE PROVISIONS			1
1.01 BASIC LEASE PROVISIONS			1
1.02 ENUMERATION OF EXHIBITS & RIDER(S)			2
1.03 DEFINITIONS			2
ARTICLE TWO PREMISES, TERM, FAILURE TO GIVE POSSESSION, COMMON AREAS AND PARKING			6
2.01 LEASE OF PREMISES			6
2.02 TERM			6
2.03 FAILURE TO GIVE POSSESSION			6
2.04 AREA OF PREMISES			6
2.05 CONDITION OF PREMISES			6
2.06 COMMON AREAS & PARKING			6
ARTICLE THREE RENT			6
ARTICLE FOUR OPERATING EXPENSES RENT ADJUSTMENTS AND PAYMENTS			7
4.01 TENANTS SHARE OF OPERATING EXPENSES			7
4.02 RENT ADJUSTMENTS			7
4.03 STATEMENT OF LANDLORD			8
4.04 BOOKS AND RECORDS			8
4.05 TENANT OR LEASE SPECIFIC TAXES			8
ARTICLE FIVE SECURITY			8
ARTICLE SIX-UTILITIES & SERVICES			10
6.01 LANDLORDS GENERAL SERVICES			10
6.02 TENANT TO OBTAIN & PAY DIRECTLY			10
6.03 TELEPHONE SERVICES			10
6.04 FAILURE OR INTERRUPTION OF UTILITY OR SERVICE			10
6.05 INTENTIONALLY OMITTED			10
6.06 SIGNAGE			11
ARTICLE SEVEN POSSESSION, USE AND CONDITION OF PREMISES			11
7.01 POSSESSION AND USE OF PREMISES			11
7.02 HAZARDOUS MATERIAL			11
7.03 LANDLORD ACCESS TO PREMISES; APPROVALS			13
7.04 QUIET ENJOYMENT			13
ARTICLE EIGHT MAINTENANCE & HVAC			13
8.01 LANDLORDS MAINTENANCE			13
8.02 TENANTS MAINTENANCE			13
ARTICLE NINE ALTERATIONS AND IMPROVEMENTS			14
9.01 TENANT ALTERATIONS			14
9.02 LIENS			15
ARTICLE TEN ASSIGNMENT AND SUBLETTING			15
10.01 ASSIGNMENT AND SUBLETTING			15
10.02 RECAPTURE			17
10.03 EXCESS RENT			17
10.04 TENANT LIABILITY			17
10.05 ASSUMPTION AND ATTORNMENT			17
ARTICLE ELEVEN DEFAULT AND REMEDIES			17
11.01 EVENTS OF DEFAULT			17
11.02 LANDLORDS REMEDIES			18
11.03 ATTORNEYS FEES			19
11.04 BANKRUPTCY			19
11.05 LANDLORDS DEFAULT			20
ARTICLE TWELVE SURRENDER OF PREMISES			20
12.01 IN GENERAL			20
12.02 LANDLORDS RIGHTS			20
ARTICLE THIRTEEN HOLDING OVER			20
ARTICLE FOURTEEN DAMAGE BY FIRE OR OTHER CASUALTY			21
14.01 SUBSTANTIAL UNTENANTABILITY			21

		PAGE
14.02 INSUBSTANTIAL UNTENANTABILITY			21
14.03 RENT ABATEMENT			21
14.04 WAIVER OF STATUTORY REMEDIES			22
ARTICLE FIFTEEN EMINENT DOMAIN			22
15.01 TAKING OF WHOLE OR SUBSTANTIAL PART			22
15.02 TAKING OF PART			22
15.03 COMPENSATION			22
ARTICLE SIXTEEN INSURANCE			22
16.01 TENANTS INSURANCE			22
16.02 FORM OF POLICIES			22
16.03 LANDLORDS INSURANCE			23
16.04 WAIVER OF SUBROGATION			23
16.05 NOTICE OF CASUALTY			23
ARTICLE SEVENTEEN WAIVER OF CLAIMS AND INDEMNITY			24
17 01 WAIVER OF CLAIMS			24
17.02 INDEMNITY BY TENANT			24
17.03 WAIVER OF CONSEQUENTIAL DAMAGES			24
ARTICLE EIGHTEEN RULES AND REGULATIONS			24
18.01 RULES			24
18.02 ENFORCEMENT			24
ARTICLE NINETEEN LANDLORDS RESERVED RIGHTS			24
ARTICLE TWENTY ESTOPPEL CERTIFICATE			25
20.01 IN GENERAL			25
20.02 ENFORCEMENT			25
ARTICLE TWENTY-ONE INTENTIONALLY OMITTED			25
ARTICLE TWENTY-TWO REAL ESTATE BROKERS			25
ARTICLE TWENTY-THREE MORTGAGEE PROTECTION			25
23.01 SUBORDINATION AND ATTORNMENT			25
23.02 MORTGAGEE PROTECTION			26
ARTICLE TWENTY-FOUR NOTICES			26
ARTICLE TWENTY-FIVE EXERCISE FACILITY			26
ARTICLE TWENTY-SIX MISCELLANEOUS			27
26.01 LATE CHARGES			27
26.02 NO JURY TRIAL; VENUE; JURISDICTION			27
26.03 DEFAULT UNDER OTHER LEASE			27
26.04 OPTION			27
26.05 TENANT AUTHORITY			27
26.06 ENTIRE AGREEMENT			27
26.07 MODIFICATION OF LEASE FOR BENEFIT OF MORTGAGEE			28
26.08 EXCULPATION			28
26.09 ACCORD AND SATISFACTION			28
26.10 LANDLORDS OBLIGATIONS ON SALE OF BUILDING			28
26.11 BINDING EFFECT			28
26.12 CAPTIONS			28
26.13 TIME; APPLICABLE LAW; CONSTRUCTION			28
26.14 ABANDONMENT			28
26.15 LANDLORDS RIGHT TO PERFORM TENANTS DUTIES			28
26.16 SECURITY SYSTEM			29
26.17 NO LIGHT, AIR OR VIEW EASEMENTS			29
26.18 RECORDATION			29
26.19 SURVIVAL			29
26.20 EXHIBITS OR RIDERS			29

 

LEASE

ARTICLE ONE
BASIC LEASE PROVISIONS

1.01 BASIC LEASE PROVISIONS

In the event of any conflict between these Basic Lease Provisions and any other Lease provision, such other Lease provision shall control.

(1)		BUILDING AND ADDRESS:
		As of the Date of Lease, the Building has a street address of 101 Galveston Drive Redwood City, California 94063
		Building Number 10, located in Phase II (Tenants Phase) of Seaport Centre
(2)		LANDLORD AND ADDRESS:
		Metropolitan Life Insurance Company, a New York corporation
		Notices to Landlord shall be addressed:

Metropolitan Life Insurance Company
c/o Seaport Centre Manager
701 Chesapeake Drive
Redwood City, CA 94063

with copies to the following:

Metropolitan Life Insurance Company
400 South El Camino Real, Suite 800
San Mateo, CA 94402
Attention: Assistant Vice President

(3)

TENANT; CURRENT ADDRESS & TAX ID:

	(a)		Name:		Genomic Health, Inc. (Genomic Health)
	(b)		State of incorporation:		a Delaware corporation
	(c)		Tax Identification Number:		77-0552594

		Tenant shall notify Landlord of any change in the foregoing.
		Notices to Tenant shall be addressed:

Genomic Health, Inc.
301 Penobscot Drive
Redwood City, CA 94063
Attention: Chief Financial Officer

with a copy to:

Pillsbury Winthrop Shaw Pittman LLP
50 Fremont Street
San Francisco, CA 94105
Attention: Rachel B. Horsch

(4)		DATE OF LEASE: as of January  4, 2007
(5)		LEASE TERM: The Term is the period of almost 5 years which commences on the Commencement Date and expires on the Expiration Date, as both are defined below.
(6)		COMMENCEMENT DATE: March 1, 2007, subject to Rider 2.
(7)		EXPIRATION DATE: February 24, 2012.
(8)		MONTHLY BASE RENT: The initial monthly installment is due upon Tenants execution.

Period from
Commencement Date through
Expiration Date		Monthly				Monthly Rate/SF of Rentable Area
Months 01 12		$	37,500.00			Special Negotiated Concession - Rate Not Applicable
Months 13 24		$	52,000.00			Special Negotiated Concession - Rate Not Applicable
Months 25 36		$	63,701.10			$	1.35
Months 37 48		$	70,779.00			$	1.50
Months 49 Expiration Date		$	75,497.60			$	1.60

(9)   RENT ADJUSTMENT DEPOSIT: The Rent Adjustment Deposit (at the initial monthly rate, until further notice) shall be Twenty-Seven Thousand Three Hundred Sixty-Seven and 88/100 Dollars ($27,367.88) and is due upon Tenants execution.

(10)		RENTABLE AREA OF THE PREMISES: 47,186 square feet
(11)		RENTABLE AREA OF THE BUILDING 47,186 square feet
(12)		RENTABLE AREA OF THE PHASE:       235,620 square feet
(13)		RENTABLE AREA OF THE PROJECT:   537,444 square feet
(14)		SECURITY: The cash and/or Letter of Credit in the amount of One Hundred Fifty Thousand Nine Hundred Ninety-Five and no/100 Dollars ($150,995.00) (and any proceeds of the Letter of Credit drawn and held by Landlord) as provided in Article Five.
(15)		SUITE NUMBER &/OR ADDRESS OF PREMISES: 101 Galveston Drive, Redwood City, CA 94063, until further notice
(16)		TENANTS SHARE:

		Tenants Building Share:			100	%
		Tenants Phase Share:			20.0263	%
		Tenants Project Share:			08.7797	%

(17)

TENANTS USE OF PREMISES: General office use; biotechnology/pharmaceutical research and development, assembly, biotechnical or pharmaceutical manufacturing, and warehousing.

(18)

PARKING SPACES:            156

(19)		BROKERS:
		Landlords Broker:            Cornish & Carey Commercial
		Tenants Broker:               BT Commercial and Technology Commercial

1.02

ENUMERATION OF EXHIBITS & RIDER(S)

The Exhibits and Rider(s) set forth below and attached to this Lease are incorporated in this Lease by this reference:

EXHIBIT A Plan of Premises
EXHIBIT B Workletter Agreement
EXHIBIT C Site Plan of Project
EXHIBIT D Permitted Hazardous Material
EXHIBIT E Form of Letter of Credit Acceptable from Silicon Valley Bank
EXHIBIT F Fair Market Rental Rate
EXHIBIT G Tenants Personal Property
EXHIBIT H Form of Letter of Credit

RIDER 1 Commencement Date Agreement
RIDER 2 Additional Provisions

1.03

DEFINITIONS

For purposes hereof, the following terms shall have the following meanings:

ADJUSTMENT YEAR: The applicable calendar year or any portion thereof after the Commencement Date of this Lease for which a Rent Adjustment computation is being made.

AFFILIATE: Any Person (as defined below) which is controlled by, controls, or is under common control with Tenant. The word Person means an individual, partnership, trust, corporation, limited liability company, firm or other entity. For purposes of this definition, the word control, means, with respect to a Person that is a corporation or a limited liability company, the right to exercise, directly or indirectly, more than sixty percent (60%) of the voting rights attributable to the shares or membership interests of the controlled Person and, with respect to a Person that is not a corporation, the possession, directly or indirectly, of the power at all times to direct or cause the direction of the management of the controlled Person.

BUILDING: Each building in which the Premises is located, as specified in Section 1.01(1).

BUILDING OPERATING EXPENSES: Those Operating Expenses described in Section 4.01.

COMMENCEMENT DATE: The date specified in Section 1.01(6) as the Commencement Date, unless changed by operation of Article Two or Rider 2.

COMMON AREAS: All areas of the Project made available by Landlord from time to time for the general common use or benefit of the tenants of the Building or Project, and their employees and invitees, or the public, as such areas currently exist and as they may be changed from time to time.

DECORATION: Tenant Alterations which do not require a building permit and which do not affect the facade or roof of the Building, or involve any of the structural elements of the Building, or involve any of the Buildings systems, including its electrical, mechanical, plumbing, security, heating, ventilating, air-conditioning, communication, and fire and life safety systems.

DEFAULT RATE: Two (2) percentage points above the rate then most recently announced by Bank of America N.T.& S.A. at its San Francisco main office as its corporate base lending rate, from time to time announced, but in no event higher than the maximum rate permitted by Law.

DELIVERY DATE: The date for Landlords delivery to Tenant of possession of the Premises, if different from the Commencement Date, as provided in Rider 2.

ENVIRONMENTAL LAWS: All Laws governing the use, storage, disposal or generation of any Hazardous Material or pertaining to environmental conditions on, under or about the Premises or any part of the Project, including the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended (42 U.S.C. Section 9601 et seq.), and the Resource Conservation and Recovery Act of 1976, as amended (42 U.S.C. Section 6901 et seq.).

EXPIRATION DATE: The date specified in Section 1.01(7) unless changed by operation of Article Two or Rider 2.

FORCE MAJEURE: Any accident, casualty, act of God, war or civil commotion, strike or labor troubles, or any cause whatsoever beyond the reasonable control of Landlord, including water shortages, energy shortages or governmental preemption in connection with an act of God, a national emergency, or by reason of Law, or by reason of the conditions of supply and demand which have been or are affected by act of God, war or other emergency.

HAZARDOUS MATERIAL: Such substances, material and wastes which are or become regulated under any Environmental Law; or which are classified as hazardous or toxic or medical waste or biohazardous waste under any Environmental Law; and explosives, firearms and ammunition, flammable material, radioactive material, asbestos, polychlorinated biphenyls and petroleum and its byproducts.

INDEMNITEES: Collectively, Landlord, any Mortgagee or ground lessor of the Property, the property manager and the leasing manager for the Property and their respective directors, officers, agents and employees.

LAND: The parcel(s) of real estate on which the Building and Project are located.

LANDLORD WORK: The construction or installation of improvements to be furnished by Landlord, if any, specifically described in Rider 2 attached hereto.

LAWS OR LAW: All laws, ordinances, rules, regulations, other requirements, orders, rulings or decisions adopted or made by any governmental body, agency, department or judicial authority having jurisdiction over the Property, the Premises or Tenants activities at the Premises and any covenants, conditions or restrictions of record which affect the Property.