1. Recitals: This Sublease is made with reference to the fact that Menlo PREHC I. LLC, Menlo PREPI I, LLC and TPI Investors 9, LLC, as landlord (collectively, “Master Lessor”), and Sublessor, as tenant, entered into that certain lease, dated as of October 18, 2017 (the “Master Lease”), with respect to premises consisting of approximately 17,195 rentable square feet of space, located at 1505 Adams Drive, Menlo Park, California (the “Premises”).  A copy of the Master Lease is attached hereto as Exhibit A.

2. Premises: Sublessor hereby subleases to Sublessee, and Sublessee hereby subleases from Sublessor, a portion of the Premises consisting of approximately 12,066 rentable square feet of space within “Suite C” as described on Exhibit B attached hereto (hereinafter, the “Subleased Premises”). Except to the extent that the square footage of the Premises is adjusted under the Master Lease, the square footage of the Subleased Premises shall be as set forth in this paragraph, notwithstanding any remeasurement.  In connection with its use of the Subleased Premises, Sublessee shall also have the non-exclusive right to use, subject to Sublessor’s reasonable rules and regulations, the shipping and receiving area, lobby, second floor conference room, IT room, and hall bathrooms within “Suites C & D” shown on Exhibit B (the "Shared Areas"). Sublessor shall have the right to enter the Subleased Premises to access the IT closet as shown on Exhibit B. Notwithstanding the foregoing, Sublessee shall have no right to enter, and shall prevent its employees, agents, contractors, licensees and invitees from entering, portions of the Premises other than the Subleased Premises and Shared Areas. The parties hereto acknowledge that the Subleased Premises are not separately demised, and each party shall use commercially reasonable efforts to prevent its agents, employees or contractors from discovering or otherwise coming into contact with confidential information of the other party. If, despite such efforts, any such confidential information is discovered by a party, such party shall promptly inform the other party of such discovery, and shall hold, and use reasonable efforts to cause its employees, agents, contractors, invitees and licensees to hold, such information confidential.

3.

Term:  The term (the “Term”) of this Sublease shall be for the period commencing on

4.

Rent:

A. Base Rent. Sublessee shall pay to Sublessor as base rent for the Subleased Premises for each month during the Term the amount of Fifty-One Thousand Two Hundred Eighty Dollars and 50/100 ($51,280.50) per month (“Base Rent”). Base Rent and Additional Rent, as defined in Paragraph 4.B below, shall be paid on or before the first (1st) day of each month. Base Rent and Additional Rent shall be payable without notice or demand and without any deduction, offset, or abatement, in lawful

money of the United States of America. Base Rent and Additional Rent shall be paid directly to Sublessor at the address set forth below Sublessor’s signature below or such other address as may be designated in writing by Sublessor. Base Rent and Additional Rent for any period during the Term hereof which is for less than one (1) month of the Term shall be a pro rata portion of the monthly installment based on the actual number of days in the month.

B. Additional Rent. All monies other than Base Rent required to be paid by Sublessor under the Master Lease as to the Subleased Premises, including, without limitation, any amounts payable by Sublessor to Master Lessor as “Operating Expenses”, “Park Expenses” and “Taxes” (as defined in Section 5 of the Master Lease), shall be paid by Sublessee hereunder as and when such amounts are due under the Master Lease, as incorporated herein. In addition, Sublessee shall pay for all services provided or obligations performed by Sublessor with respect to the Subleased Premises; provided same are required under the Master Lease or this Sublease or are approved in advance by Sublessee.  All such amounts shall be deemed additional rent (“Additional Rent”). Base Rent and Additional Rent hereinafter collectively shall be referred to as “Rent”. Sublessee and Sublessor agree, as a material part of the consideration given by Sublessee to Sublessor for this Sublease, that Sublessee shall pay all costs, expenses, taxes, insurance, maintenance and other charges of every kind and nature arising in connection with this Sublease, the Master Lease as to the Subleased Premises or the Subleased Premises (other than Sublessor’s legal costs for the review and negotiation of this Sublease), such that Sublessor shall receive, as a net consideration for this Sublease, the Base Rent payable under Paragraph 4.A. hereof.

C. Payment of First Month’s Rent.  Upon execution hereof by Sublessee, Sublessee shall pay to Sublessor the sum of Fifty-One Thousand Two Hundred Eighty Dollars and 50/100 ($51,280.50), which shall constitute Base Rent for the first month of the Term.

5. Security Deposit: Upon execution hereof by Sublessee, Sublessee shall deposit with Sublessor the sum of One Hundred Fifty-Three Thousand Eight Hundred Forty-One Dollars and 50/100 ($153,841.50) (the “Security Deposit”), in cash, as security for the performance by Sublessee of the terms and conditions of this Sublease. Notwithstanding the foregoing, if Sublessee is not in and has not been in default under this Sublease after any applicable notice and cure periods and, in Sublessor’s reasonable determination following the successful close of a large round of financing, Sublessee is holding unencumbered liquid assets in an amount equal to one (1) year of Sublessee’s expenses of operations under Sublessee’s then current “burn- rate”, then the Security Deposit shall be reduced to Seventy-Five Thousand Dollars ($75,000). The Security Deposit shall be held and applied in accordance with the terms of Section 7 of the Master Lease, as incorporated herein.

6. Repairs: Sublessor shall deliver the Subleased Premises to Sublessee in “broom clean” condition. The parties acknowledge and agree that Sublessee is subleasing the Subleased Premises on an “as is” basis, and that Sublessor has made no representations or warranties with respect to the condition of the Subleased Premises except as set forth in this paragraph. Sublessor shall have no obligation whatsoever to make or pay the cost of any alterations, improvements or repairs to the Subleased Premises, including, without limitation, any improvement or repair required to comply with any law.  Master Lessor shall be solely responsible for performance of any repairs required to be performed by Master Lessor under the terms of the Master Lease. Upon written request by Sublessee, Sublessor shall use its good faith efforts (without requiring Sublessor to expend more than a nominal sum) to cause the Master Lessor to maintain the building and Subleased Premises in the condition required by the Master Lease.

7. Assignment and Subletting: Sublessee may not assign this Sublease, sublet the Subleased Premises, transfer any interest of Sublessee therein or permit any use of the Subleased Premises by another party (collectively, “Transfer”), without the prior written consent of Sublessor, such consent not to be unreasonably withheld, conditioned or delayed, and Master Lessor. Sublessee acknowledges that the

Master Lease contains a “recapture” right in Section 17(b), and that Sublessor may recapture the Sublease Premises in its sole discretion. Any Transfer shall be subject to the terms of Section 17 of the Master Lease, as incorporated herein.

8. Use: Sublessee may use the Subleased Premises only for the uses identified in Section 8 of the Master Lease, as incorporated herein. Sublessee shall not use, store, transport or dispose of any Hazardous Material (as defined in the Master Lease) in or about the Subleased Premises except as provided in Section 9 of the Master Lease, as incorporated herein. Sublessee shall submit for approval by Sublessor and Master Lessor a Hazardous Materials inventory to serve as Exhibit E of the Master Lease, as incorporated herein. Sublessee shall comply with all rules and regulations promulgated from time to time by Master Lessor or reasonably promulgated by Sublessor.

9. Effect of Conveyance:  As used in this Sublease, the term “Sublessor” means the holder of the tenant’s interest under the Master Lease. In the event of any assignment, transfer or termination of the tenant’s interest under the Master Lease, which assignment, transfer or termination may occur at any time during the Term hereof in Sublessor’s sole discretion, Sublessor shall be and hereby is entirely relieved of all covenants and obligations of Sublessor hereunder, provided that such transferee has assumed and shall carry out all covenants and obligations thereafter to be performed by Sublessor hereunder. Sublessor may transfer and deliver any security of Sublessee to the transferee of the tenant’s interest under the Master Lease, and thereupon Sublessor shall be discharged from any further liability with respect thereto.

10. Delivery and Acceptance: If Sublessor fails to deliver possession of the Subleased Premises to Sublessee on or before the date set forth in Paragraph 3 hereof for any reason whatsoever, then this Sublease shall not be void or voidable, nor shall Sublessor be liable to Sublessee for any loss or damage; provided, however, that in such event, Rent shall abate until Sublessor delivers possession of the Subleased Premises to Sublessee. Notwithstanding the foregoing, if the Subleased Premises are not delivered to Sublessee by January 1, 2017 for any reason, Sublessee shall have the right to terminate this Sublease by delivering written notice to Sublessor prior to such delivery.  By taking possession of the Subleased Premises, Sublessee conclusively shall be deemed to have accepted the Subleased Premises in their as-is, then-existing condition, without any warranty whatsoever of Sublessor with respect thereto.

11. Improvements: No alteration or improvements shall be made to the Subleased Premises, except in accordance with the Master Lease, and with the prior written consent of both Master Lessor and Sublessor.

12. Insurance: Sublessee shall obtain and keep in full force and effect, at Sublessee’s sole cost and expense, during the Term the insurance required of “Lessee” under Section 11 of the Master Lease, as incorporated herein. Sublessee shall name Master Lessor and Sublessor as additional insureds under its liability insurance policy. The release and waiver of subrogation set forth in Section 11(f) of the Master Lease, as incorporated herein, shall be binding on the parties.

13. Default; Remedies: Sublessee shall be in material default of its obligations under this Sublease if Sublessee commits any act or omission which constitutes an event of default under the Master Lease, which has not been cured after delivery of written notice and passage of the applicable grace period provided in the Master Lease as modified, if at all, by the provisions of this Sublease. In the event of any default by Sublessee, Sublessor shall have all remedies provided pursuant to Section 22 of the Master Lease and by applicable law.  Sublessor may resort to its remedies cumulatively or in the alternative.

14. Surrender: Prior to expiration of this Sublease, Sublessee shall remove all of its trade fixtures and shall surrender the Subleased Premises to Sublessor in the condition required under the Master Lease, as incorporated herein.  If the Subleased Premises are not so surrendered, then Sublessee

shall be liable to Sublessor for all costs incurred by Sublessor in returning the Subleased Premises to the required condition, plus interest thereon at the Interest Rate, as defined in the Master Lease.

15. Broker: Sublessor and Sublessee each represent to the other that they have dealt with no real estate brokers, finders, agents or salesmen other than Newmark Cornish & Carey, representing Sublessor and Sublessee, in connection with this transaction. There are no broker fees due on this transaction. Each party agrees to hold the other party harmless from and against all claims for brokerage commissions, finder’s fees or other compensation made by any other agent, broker, salesman or finder as a consequence of such party’s actions or dealings with such agent, broker, salesman, or finder.

16. Notices: Unless at least five (5) days’ prior written notice is given in the manner set forth in this paragraph, the address of each party for all purposes connected with this Sublease shall be that address set forth below its signature at the end of this Sublease. All notices, demands or communications in connection with this Sublease shall be (a) personally delivered; or (b) properly addressed and (i) submitted to an overnight courier service, charges prepaid, or (ii) deposited in the mail (certified, return receipt requested, and postage prepaid).  Notices shall be deemed delivered upon receipt, if personally delivered, one (1) business day after being submitted to an overnight courier service and three (3) business days after mailing, if mailed as set forth above. All notices given to Master Lessor under the Master Lease shall be considered received only when delivered in accordance with the Master Lease.

17. Signage; Miscellaneous: Sublessee may not install any signs without Sublessor’s and Master Lessor’s prior written consent, provided that, subject to Master Lessor’s and Sublessor’s consent and so long as the same does not reduce Sublessor’s signage, Sublessee shall have the right to door signage and lobby signage.  Sublessee shall be required to remove such signage on or before the termination of this Sublease and restore any damage caused thereby. Sublessor has not had an inspection of the Premises performed by a Certified Access Specialist as described in California Civil Code § 1938.

18.

Other Sublease Terms:

A. Incorporation by Reference. Except as set forth below, the terms and conditions of this Sublease shall include all of the terms of the Master Lease and such terms are incorporated into this Sublease as if fully set forth herein, except that: (i) each reference in such incorporated sections to “Lease” and “Term” shall be deemed a reference to “Sublease” and the Term hereof, respectively; (ii) each reference to the “Premises” shall be deemed a reference to the “Subleased Premises”; (iii) each reference to “Lessor” and “Lessee” shall be deemed a reference to “Sublessor” and “Sublessee”, respectively, except as otherwise expressly set forth herein; (iv) with respect to work, services, repairs, restoration, insurance, indemnities, representations, warranties or the performance of any other obligation of Master Lessor under the Master Lease, the sole obligation of Sublessor shall be to request the same in writing from Master Lessor as and when requested to do so by Sublessee, and to use Sublessor’s reasonable efforts (without requiring Sublessor to spend more than a nominal sum) to obtain Master Lessor’s performance; (v) with respect to any obligation of Sublessee to be performed under this Sublease, wherever the Master Lease grants to Sublessor a specified number of days to perform its obligations under the Master Lease, except as otherwise provided herein, Sublessee shall have three (3) fewer days to perform the obligation, including, without limitation, curing any defaults; (vi) with respect to any approval required to be obtained from the “Lessor” under the Master Lease, such consent must be obtained from both Master Lessor and Sublessor, and the approval of Sublessor may be withheld if Master Lessor’s consent is not obtained; (vii) in any case where the “Lessor” reserves or is  granted the right to manage, supervise, control, repair, alter, regulate the use of, enter or use the Premises or any areas beneath, above or adjacent thereto, perform any actions or cure any failures, such reservation or right shall be deemed to be for the benefit of both Master Lessor and Sublessor; (viii) in any case where “Lessee” is to indemnify, release or waive claims against “Lessor”, such indemnity, release or waiver shall be Lessee” is to execute and deliver certain documents or notices to

“Lessor”, such obligation shall be deemed to run from Sublessee to both Master Lessor and Sublessor; (x) all payments shall be made to Sublessor; (xi) Sublessee shall pay all consent and review fees set forth in the Master Lease to each of Master Lessor and Sublessor; (xii) Sublessee shall not have the right to terminate this Sublease due to casualty or condemnation unless Sublessor has such right under the Master Lease; (xiii) all “profit” under subleases and assignments shall be paid to Sublessor; (xiv) “Lessee’s Pro Rata Share” shall mean 70.17% of the Premises, 39.9% of the Building and 2.25% of the Menlo Business Park; (xv) Sublessor’s obligations under Section 5(e) are limited to forwarding statements and refunds provided by Master Lessor, and Sublessee shall have no right to dispute or audit such statements; (xvi) references to “Monthly Base Rent” and “Additional Rent” shall mean the “Base Rent” and “Additional Rent” under this Sublease; and (xvii) references in Section 28 to 52 and 25 parking spaces shall be to 37 and 18 parking spaces, respectively.

B. Assumption of Obligations. This Sublease is and at all times shall be subject and subordinate to the Master Lease and the rights of Master Lessor thereunder. Sublessee hereby expressly assumes and agrees: (i) to comply with all provisions of the Master Lease which are incorporated hereunder; and (ii) to perform all the obligations on the part of the “Lessee” to be performed under the terms of the Master Lease during the Term of this Sublease which are incorporated hereunder. In the event the Master Lease is terminated for any reason whatsoever, this Sublease shall terminate simultaneously with such termination without any liability of Sublessor to Sublessee. In the event of a conflict between the provisions of this Sublease and the Master Lease, as between Sublessor and Sublessee, the provisions of this Sublease shall control. In the event of a conflict between the express provisions of this Sublease and the provisions of the Master Lease, as incorporated herein, the express provisions of this Sublease shall prevail.

19. Conditions Precedent: This Sublease and Sublessor’s and Sublessee’s obligations hereunder are conditioned upon the written consent of Master Lessor. If Sublessor fails to obtain Master Lessor’s consent within twenty (20) days after execution of this Sublease by Sublessor, then Sublessor or Sublessee may terminate this Sublease by giving the other party written notice thereof prior to the date Sublessor delivers the Subleased Premises to Sublessee, and Sublessor shall return to Sublessee its payment of the first month’s Rent paid by Sublessee pursuant to Paragraph 4 hereof and the Security Deposit.

20. Termination; Recapture: Notwithstanding anything to the contrary herein, Sublessee acknowledges that, under the Master Lease, both Master Lessor and Sublessor have certain termination and recapture rights, including, without limitation, in Sections 17(b), 20 and 21. Nothing herein shall prohibit Master Lessor or Sublessor from exercising any such rights and neither Master Lessor nor Sublessor shall have any liability to Sublessee as a result thereof. In the event Master Lessor or Sublessor exercise any such termination or recapture rights, this Sublease shall terminate without any liability to

Master Lessor or Sublessor.

21. Furniture, Fixtures and Equipment: Sublessee shall have the right to use during the Term the office furnishings within the Subleased Premises which are identified on Exhibit C attached hereto (the “Furniture”) at no additional cost to Sublessee. The Furniture is provided in its “AS IS, WHERE IS” condition, without representation or warranty whatsoever. Sublessee shall insure the Furniture under the property insurance policy required under the Master Lease, as incorporated herein, and pay all taxes with respect to the Furniture. Sublessee shall maintain the Furniture in good condition and repair, reasonable wear and tear excepted, and shall be responsible for any loss or damage to the same occurring during the Term. Sublessee shall surrender the Furniture to Sublessor upon the termination of this Sublease in the same condition as exists as of the Commencement Date, reasonable wear and tear excepted. Sublessee shall not remove any of the Furniture from the Subleased Premises.

(a) To Sublessor's actual knowledge, no default exists on the part of any party to the Lease.

(b) Sublessor knows of no defense or counterclaim to the enforcement of the Lease. To Sublessor's actual knowledge, Sublessor is not currently entitled to any reduction, offset or abatement of Rent payable under the Lease.

(c) To Sublessor's actual knowledge, Lessor has performed all work required to be performed by Lessor under the Lease in connection with the initial occupancy of the Subleased Premises.

(d) The Lease has not been assigned, encumbered, modified, extended or supplemented by Sublessor.

15. Subject to the terms of Section 17(j) of the Lease, the obligations of Lessor under this Consent and the Lease shall not be binding upon Lessor after the sale, conveyance, assignment or transfer of its interest in the Subleased Premises, and Sublessor and Sublessee shall look solely to the transferee for the satisfaction of such obligations. Any such transferee shall be deemed to have assumed all Lessor's obligations under this Consent and the Lease.

16.       Counterparts; Electronic Signatures. This Consent may be executed in counterparts, including both counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed electronically. An electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile or e-mail electronic signatures. All executed counterparts shall constitute one agreement, and each counterpart shall be deemed an original. The parties hereby acknowledge and agree that electronic records and electronic signatures, as well as facsimile signatures, may be used in connection with the execution of this Consent and electronic signatures, facsimile signatures or signatures transmitted by electronic mail in so-called pdf format shall be legal and binding and shall have the same full force and effect as if an a paper original of this Consent had been delivered had been signed using a handwritten signature.

Landlord and Tenant (i) agree that an electronic signature, whether digital or encrypted, of a party to this Consent is intended to authenticate this writing and to have the same force and effect as a manual signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or delivered by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will rely on such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Consent based on the foregoing forms of signature. If this Consent has been executed by electronic signature, all parties executing this document are expressly consenting under the Electronic Signatures in Global and National Commerce Act (“E-SIGN”), and Uniform Electronic Transactions Act (“UETA”), that a signature by fax, email or other electronic means shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this specific transaction.

Acknowledged &

Accepted:

/s/ GK, BCW

Sublessee's Initials

LESSOR:

LESSEE:

REFUGE BIOTECHNOLOGIES, INC.,

MENLO PREHC I, LLC,

a Delaware corporation

a Delaware limited liability company

By:

/s/ Bing C. Wang

By:

PRINCIPAL REAL ESTATE

INVESTORS, LLC, a Delaware limited

Its:

liability company, its authorized signatory

By:

/s/ Jeffrey D. Uittenbogaard

Investment Director

By:

SUBLESSEE:

BIOPHARMX, INC.,

MENLO PREPI I, LLC,

a Nevada corporation

a Delaware limited liability company

By:

/s/ Greg Kitchener

By:

PRINCIPAL REAL ESTATE

INVESTORS, LLC, a Delaware limited

Its:

CFO

liability company, its authorized signatory

By:

/s/ Jeffrey D. Uittenbogaard

Investment Director

By:

TPI INVESTORS 9, LLC,

a California limited liability company,

By:

/s/ John C. Tarlton

Name:

John C. Tarlton

Title:

Manager