EX-10.19





 Exhibit 10.19 

LEASE AGREEMENT 
 THIS
LEASE AGREEMENT is made this 15th day of March, 2005, between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware
corporation (“Tenant”). 
  

			
	Address:	  	10975 North Torrey Pines Road, La Jolla, California
		
	Premises:	  	That portion of the Building (as defined below), containing approximately 36,058 rentable square feet, as determined by Landlord, as shown on Exhibit A. The rentable square footage of the Premises shall be subject to
adjustment as provided for in the last paragraph of Section 5 hereof.
		
	Building:	  	The specific building in the Project located at 10975 North Torrey Pines Road, La Jolla, California.
		
	Project:	  	The real property on which the Building is located, together with all improvements thereon and appurtenances thereto as described on Exhibit B.
		
	Base Rent:	  	$2.95 per rentable square foot per month, subject to adjustment as provided for in Sections 3 and 4 below.


Rentable Area of Premises: 36,058 sq. ft., subject to adjustment as provided for in the last paragraph of Section 5 hereof

  

			
	Rentable Area of Building: 44,733 sq. ft.	  	Building’s Share of Project: 19.7%
		
	Rentable Area of Project: 227,000 sq. ft	  	

  

					
	 Tenant’s Share of Operating Expenses for the Project: 15.88%, subject to
adjustment as provided for in the last paragraph of Section 5 hereof.

	
	 Tenant’s Share of Operating Expenses for the Building: 80.61%., subject to
adjustment as provided for in the last paragraph of Section 5 hereof.


  

					
	Security Deposit: $319,113.30	  	Target Commencement Date: March 18, 2005


Rent Commencement Date: December 1, 2005, subject to adjustment as provided for in Section 2 below. 

 

			
	Rent Adjustment Percentage: 3%
		
	Base Term:	  	Beginning on the Commencement Date and ending 7 years following the Rent Commencement Date
		
	Permitted Use:	  	Research and development laboratory, related office and other related uses consistent with the character of the Project and otherwise in compliance with the provisions of Section 7 hereof.

  

			
	 Address for Rent Payment:
  

135 N. Los Robles Avenue, Suite 250
 Pasadena, CA 91101

Attention: Accounts Receivable
	  	 Landlord’s Notice Address:
  

135 N. Los Robles Avenue, Suite 250
 Pasadena, CA 91101

Attention: Corporate Secretary

		
	Tenant’s Notice Address Prior to Tenant’s	  	Tenant’s Notice Address After Tenant’s


  
 1 














			
	 Relocation to the Premises:
  

10410 Science Center Drive
 San Diego, California 92121

Attention: Vice President, Intellectual Property
	  	 Relocation to the Premises
  

10975 North Torrey Pines Road
 La Jolla, California 92037

Attention: Vice President, Intellectual Property

		
	with a copy to:	  	with a copy to:
		
	 10410 Science Center Drive
 San Diego,
California 92121
 Attention: Director of Finance
	  	 10975 North Torrey Pines Road
 La Jolla,
California 92037
 Attention: Director of Finance


 The following Exhibits and Addenda are attached hereto and incorporated herein by this reference: 

 

			
	[X] EXHIBIT A - PREMISES DEPICTION	  	[X] EXHIBIT B - DEPICTION OF PROJECT
		
	[X] EXHIBIT C - WORK LETTER	  	[X] EXHIBIT D - COMMENCEMENT DATE LETTER
		
	[X] EXHIBIT E - RULES AND REGULATIONS	  	[X] EXHIBIT F - TENANT’S PERSONAL PROPERTY
		
	[X] EXHIBIT G - LOCATION OF EMERGENCY GENERATOR, FUEL STORAGE TANK AND SOLVENTS SHED	  	

 1. Lease of Premises. Upon and subject to all of the tern-is
and conditions hereof, Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord. The portions of the Project which are for the non-exclusive use of tenants of the
Project are collectively referred to herein as the “Common Areas.” Landlord reserves the right to modify Common Areas, provided that such modifications do not materially adversely affect Tenant’s use of the Premises for the
Permitted Use. 
 2. Delivery; Acceptance of Premises; Commencement Date. Landlord shall use reasonable efforts to make the Premises
available to Tenant for Tenant’s Work under the Work Letter upon the full execution of this Lease and Tenant’s delivery of evidence of the insurance required hereby and by the Work Letter (“Delivery” or
“Deliver”). If Landlord fails to timely Deliver the Premises, Landlord shall not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or voidable except as provided herein. If Landlord
does not Deliver the Premises within 60 days of the Target Commencement Date for any reason other than Force Majeure, this Lease may be terminated by Tenant by written notice to Landlord, and if so terminated by. Tenant: (a) the Security
Deposit, or any balance thereof, shall be returned to Tenant, and (b) neither Landlord nor Tenant shall have any further rights, duties or obligations .under this Lease, except with respect to provisions which expressly survive termination of
this Lease. As used herein, the term “Tenants’ Work” shall have the meaning set forth for such term in the Work Letter. If Tenant does not elect to void this Lease within 10 business days of the lapse of such 60 day period,
such right to void this Lease shall be waived and this Lease shall remain in full force and effect. 
 The “Commencement
Date” shall be the date of the full execution of this Lease. The “Rent Commencement Date” shall be December 1, 2005, whether or not the Tenant Improvements have been completed by such date. Notwithstanding the
foregoing, the Rent Commencement Date shall be extended, on a day for day basis, for each day of delay in completion of the Tenant Improvements (as defined in the Work Letter) due solely to Landlord Delays. “Landlord Delays” shall
mean delays (i) in the completion of Tenant’s Work solely attributable to Landlord’s delay in reviewing, commenting on or approving plans and specifications beyond the time periods specifically set forth in
Section 2(b) and (c) of the Work Letter, and (ii) in the completion of Landlord’s Work (as defined in this Section 2) which delays are solely attributable to Landlord. Tenant
specifically acknowledges and agrees that none of the following shall constitute Landlord Delays: (x) any delays in the completion of Landlord[X Work which arise from or relate in any way to Tenant’s Work or the coordination of
Tenant’s Work and Landlord’s Work, (y) any delays in the completion of Landlord’s Work which do not actually result in a delay in the construction or the completion of Tenant’s Work, and (z) any delays caused by Force
Majeure. 

  
 2 













 Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the
Commencement Date, the Rent Commencement Date and the expiration date of the Term when such are established in the form of the “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided,
however, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder. The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease
and any Extension Term which Tenant may elect pursuant to Section 41 hereof. 
 Except as set forth in the Work
Letter, if applicable, and this paragraph: (i) Tenant shall accept the Premises in their condition as of the Commencement Date, subject to all applicable Legal Requirements (as defined in Section 7 hereof); (ii)
Landlord shall have no obligation for any defects in the Premises (other than latent defects); and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant accepts the Premises and that the Premises were in
good condition at the time possession was taken, Any occupancy of the Premises by Tenant before the Commencement Date shall be subject to all of the terms and conditions of this Lease. Notwithstanding the foregoing, Landlord shall be responsible for
remedying or causing the responsible contractor to remedy any latent defects in the Premises of which Tenant notifies Landlord within thirty (30) days after the Commencement Date. As used in this. paragraph, a latent defect shall be a defect or
condition not caused by Tenant or any Tenant Party (as defined in Section 13 below) and not capable of detection by a person of normal intelligence with no special training making a careful inspection of the Premises but
without any special equipment. 
 Landlord shall, at Landlord’s sole cost and expense, construct the mechanical central plant
(“Landlord’s Work”) with a capacity of not less than 450 tons and which shall include chillers, pumps, boilers for heating hot water, cooling tower and a control system (collectively, the “Central Plant”).
Tenant acknowledges that Landlord’s Work shall be undertaken simultaneously with the construction of the Tenant Improvements. Tenant shall permit Landlord and its contractors to enter the Premises to perform Landlord’s Work. Landlord and
Tenant agree to cooperate with one another in connection with the scheduling of Landlord’s Work. Nothing contained in the preceding sentence shall be construed or implied to permit Tenant to delay the completion of Landlord’s Work. 

Tenant agrees and acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the
condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or the Project are suitable for
the Permitted Use. This Lease constitutes the complete agreement of Landlord and Tenant with respect to the subject matter hereof and supersedes any and all prior representations, inducements, promises, agreements, understandings and negotiations
which are not contained herein. Each party in executing this Lease does so in reliance upon the representations, warranties, acknowledgments and agreements of the other contained herein. 

3. Rent. 
 (a) Base
Rent. The first month’s Base Rent and the Security Deposit shall be due and payable on delivery of an executed copy of this Lease to Landlord. Tenant shall pay to Landlord in advance, without demand, abatement, deduction or set-off, monthly installments of Base Rent on or before the first day of each calendar month during the Term hereof after the Rent Commencement Date, in lawful money of the United States of America, at the office of
Landlord for payment of Rent set forth above, or to such other person or at such other place as Landlord may from time to time designate in writing. Payments of Base Rent for any fractional calendar month shall be prorated. The obligation of Tenant
to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease are independent obligations. Tenant shall have no right at any time to abate, reduce, or set-off any Rent (as
defined in Section 5) due hereunder except for any abatement as may be expressly provided in this Lease. 
 (b)
Phasing in of Base Rent. Notwithstanding anything to the contrary contained herein, during the period from December 1, 2005, until November 30, 2006, Tenant shall only be required to pay Base Rent for 22,000 square feet of the
Premises. Thereafter, commencing on December 1, 2006, Tenant shall be required to pay Base Rent for the entire Premises. If the Rent Commencement Date is deferred as a result of a Landlord Delay, each date in this subsection shall be deferred
on a day for day basis, 

  
 3 













 (c) Additional Rent. In addition to Base Rent, Tenant agrees to pay to Landlord as
additional rent (“Additional Rent”): (i) Tenant’s Share of “Operating Expenses” (as defined in Section 5), and (ii) any and all other amounts Tenant assumes or agrees to pay under
the provisions of this Lease, including, without limitation, any and all other sums that may become due by reason of any default of Tenant or failure to comply with the agreements, terms, covenants and conditions of this Lease to be performed by
Tenant, after any applicable notice and cure period. 
 4. Base Rent Adjustments. Base Rent shall be increased on each annual
anniversary of the Rent Commencement Date during the Term of this Lease (each an “Adjustment Date”) by multiplying the Base Rent payable immediately before such Adjustment Date by the Rent Adjustment Percentage and adding the
resulting amount to the Base Rent payable immediately before such Adjustment Date, Base Rent, as so adjusted, shall thereafter be due as provided herein. Base Rent adjustments for any fractional calendar month shall be prorated. 

5. Operating Expense Payments. Landlord shall deliver to Tenant a written estimate of Operating Expenses for each calendar year during
the Term (the “Annual Estimate”), which may be revised by Landlord from time to time during such calendar year. Commencing on the earlier to occur of the Rent Commencement Date or the date that Tenant conducts any business in the
Premises or any part thereof, Tenant shall on the first day of each month during the Term pay Landlord an amount equal to 1112th of Tenant’s Share of the Annual Estimate. Payments for any fractional calendar month shall be prorated. 

Notwithstanding anything to the contrary contained herein, during the period from the earlier to occur of the Rent Commencement Date or the
date that Tenant conducts any business in the Premises or any part thereof until November 30, 2006, Tenant’s Share of Operating Expenses for the Building shall be 49.18%. Thereafter, commencing on December 1, 2006, Tenant’s Share
of Operating Expenses for the Building shall be 80.61%, subject to adjustment as provided for in this Section 5. Notwithstanding anything to the contrary contained in the preceding sentence, commencing on the earlier to
occur of the Rent Commencement Date or the date that Tenant conducts any business in the Premises or any part thereof, Tenant shall be responsible for 100% of the cost of the Utilities (as defined below). 

The term “Operating Expenses” means all costs and expenses of any kind or description whatsoever incurred each calendar year
by Landlord with respect to the Building (including the Building’s Share of all costs and expenses of any kind or description incurred by Landlord with respect to the Project which are not specific to the Building or any other building located
in the Project) (including, without duplication, Taxes (as defined in Section 9), capital repairs and improvements amortized over the lesser of 7 years and the useful life of such capital items, and the costs of
Landlord’s third party property manager or, if there is no third party property manager, administration rent in the amount of 4.0% of Base Rent), excluding only: 

(a) the original construction costs of the Project and renovation prior to the date of the Lease and costs of correcting defects in such
original construction or renovation; 
 (b) capital expenditures for expansion of the Project; 

(c) interest, principal payments of Mortgage (as defined in Section 27) debts of Landlord, financing costs and amortization of funds
borrowed by Landlord, whether secured or unsecured and all payments of base rent (but not taxes or operating expenses) under any ground lease or other underlying lease of all or any portion of the Project; 

(d) depreciation of the Project (except for capital improvements, the cost of which are includable in Operating Expenses); 

  
 4 













 (e) advertising, legal and space planning expenses and leasing commissions and other costs
and expenses incurred in procuring and leasing space to tenants for the Project, including any leasing office maintained in the Project, free rent and construction and operating expense allowances for tenants; 

(f) legal and other expenses incurred in the negotiation or enforcement of leases; 

(g) completing, fixturing, improving, renovating, painting, redecorating or other work, which Landlord pays for or performs for other tenants
within their premises, and costs of correcting defects in such work; 
 (h) costs of utilities outside normal business hours sold to tenants
of the Project; 
 (i) costs to be reimbursed by other tenants of the Project or Taxes to be paid directly by Tenant or other tenants of the
Project, whether or not actually paid; 
 (j) salaries, wages, benefits and other compensation paid to officers and employees of Landlord who
are not assigned in whole or in part to the operation, management, maintenance or repair of the Project (with an equitable proration as to officers and employees assigned in part to the Project and in part to another property(ies)); 

(k) general organizational, administrative and overhead costs relating to maintaining Landlord’s existence, either as a corporation,
partnership, or other entity, including general corporate, legal and accounting expenses; 
 (l) costs (including attorneys’ fees and
costs of settlement, judgments and payments in lieu thereof) incurred in connection with disputes with tenants, other occupants, or prospective tenants, and costs and expenses, including legal fees, incurred in connection with negotiations or
disputes with employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Building; 
 (m) costs incurred by
Landlord due to the violation by Landlord, its employees, agents or contractors or any tenant of the terms and conditions of any lease of space in the Project or any Legal Requirement (as defined in Section 7); 

(n) penalties, fines or interest incurred as a result of Landlord’s inability or failure to make payment of Taxes and/or to file any tax
or informational returns when due, or from Landlord’s failure to make any payment of Taxes required to be made by Landlord hereunder before delinquency; 

(o) overhead and profit increment paid to Landlord or to subsidiaries or affiliates of Landlord for goods and/or services in or to the Project
to the extent the same exceeds the costs of such goods and/or services rendered by unaffiliated third parties on a competitive basis; 
 (p)
costs of Landlord’s charitable or political contributions, or of fine art maintained at the Project; 
 (q) costs in connection with
services (including electricity), items or other benefits of a type which are not standard for the Project and which are not available to Tenant without specific charges therefor, but which are provided to another tenant or occupant of the Project,
whether or not such other tenant or occupant is specifically charged therefor by Landlord; 
 (r) costs incurred in the sale or refinancing
of the Project; 
 (s) net income taxes of Landlord or the owner of any interest in the Project, franchise, capital stock, gift, estate or
inheritance taxes or any federal, state or local documentary taxes imposed against the Project or any portion thereof or interest therein; 

  
 5 













 (t) any expenses otherwise includable within Operating Expenses to the extent actually
reimbursed by persons other than tenants of the Project under leases for space in the Project; 
 (u) costs of services provided to other
tenants of the Project but not provided to Tenant; 
 (v) any Operating Expenses as to which Landlord receives reimbursement from any
warranty claim, insurance proceeds or a condemnation award; and 
 (w) in no event shall Landlord collect more than 100% of Operating
Expenses for any calendar year (plus the costs of Landlord’s third party property manager or, if there is no third party property manager, administration rent in the amount of 4.0% of Base Rent). 

Within 90 days after the end of each calendar year (or such longer period as may be reasonably required but not to exceed 6 months), Landlord
shall furnish to Tenant a statement (an “Annual Statement”) showing in reasonable detail: (a) the total and Tenant’s Share of actual Operating Expenses for the previous calendar year, and (b) the total of
Tenant’s payments in respect of Operating Expenses for such year. If Tenant’s Share of actual Operating Expenses for such year exceeds Tenant’s payments of Operating Expenses for such year, the excess shall be due and payable by
Tenant as Rent within 30 days after delivery of such Annual Statement to Tenant. If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share of actual Operating Expenses for such year Landlord shall pay the excess to
Tenant within 30 days after delivery of such Annual Statement, except that after the expiration, or earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all
other amounts due Landlord. 
 The Annual Statement shall be final and binding upon Tenant unless Tenant, within 90 days after Tenant’s
receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each item contested and the reason therefor. If, during such 90 day period, Tenant reasonably and in good faith questions or contests Operating
Expenses, Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the Project and such information as Landlord reasonably determines to be responsive to Tenant’s questions (the “Expense
Information”). If after Tenant’s review of such Expense Information, Landlord and Tenant cannot agree upon the amount of Operating Expenses and Tenant’s Share thereof, then Tenant shall have the, right to have an Independent
Public Accounting Firm selected by Tenant working pursuant to a fee arrangement other than a contingent fee (at Tenant’s sole cost and expense), audit and/or review the Expense Information for the year in question (the “Independent
Review”). As used herein, “Independent Public Accounting Firm” shall mean an independent public accounting firm (i) from among the 4 largest in the United States, or (ii) which is regionally recognized and
approved by Landlord (which approval shall not be unreasonably withheld or delayed). The results of any such Independent Review shall be binding on Landlord and Tenant. If the Independent Review shows that the payments actually made by Tenant with
respect to Operating Expenses for the calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year, Landlord shall at Landlord’s option either (i) credit the excess amount to the next succeeding
installments of estimated Operating Expenses or (ii) pay the excess to Tenant within 30 days after delivery of such statement, except that after the expiration or earlier termination Of this Lease or if Tenant is delinquent in its obligation to
pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due Landlord. If the Independent Review shows that Tenant’s payments with respect to Operating Expenses for such calendar year were less than Tenant’s
Share of Operating Expenses for the calendar year, Tenant shall pay the deficiency to Landlord within 30 days after delivery of such statement. If the Independent Review shows that Tenant has overpaid with respect to Operating Expenses by more than
5% then Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent Review. Operating Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be prorated. 

Landlord shall, within 90 days after the date of completion of Tenant’s Work, cause the rentable square footage of the Premises to be
measured in accordance with the 1996 Standard Method of Measuring Floor Area in Office Buildings as adopted by the Building Owners and Managers Association (ANSI/BOMA Z65.1-1996). A copy of the letter or
report from Landlord’s architect or engineer setting forth the Rentable Area of the Premises, together with all documentary support therefor, shall be furnished to Tenant. If the 

  
 6 













 
actual square footage of the Premises deviates from the amount specified in the definitions of “Premises” and “Rentable Area of Premises” on page 1 of this
Lease, then, promptly following such measurement, this Lease shall be amended so as to (i) reflect the actual square footage thereof in the definitions of “Premises” and “Rentable Area of Premises”, and
(ii) appropriately adjust the amount set forth in the definitions of “Tenant’s Share” which were calculated based on the square footage of the Premises. Absent manifest error reported by Tenant to Landlord in writing
within 150 days after the date of completion of Tenant’s Work. the results of the measurement provided for in the first sentence of this paragraph shall conclusively be deemed to be the rentable square footage of the Premises and the Premises
shall not be subject to further remeasurement. Tenant’s Share shall be subject to further adjustment for changes in the physical size of the Building or the Project occurring thereafter. Landlord may equitably increase Tenant’s Share for
any item of expense or cost reimbursable by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion of the Project that includes the Premises or that varies with occupancy or use. Base Rent,
Tenant’s Share of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively referred to herein as “Rent.” 

6. Security Deposit. Tenant shall deposit with Landlord, upon delivery of an executed copy of this Lease to Landlord, a security deposit
(the “Security Deposit”) for the performance of all of Tenant’s obligations hereunder in the amount set forth in the provisions on page 1 of this Lease, which Security Deposit shall be in the form of cash or an unconditional
and irrevocable letter of credit (the “Letter of Credit”): (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord as beneficiary, (iii) expressly allowing Landlord to draw upon it at any time
from time to time by delivering to the issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial institution satisfactory to Landlord, and (v) redeemable by presentation of a sight draft in the
state of Landlord’s choice. If Tenant does not provide Landlord with a substitute Letter of Credit complying with all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter of Credit, Landlord
shall have the right to .draw the full amount of the current Letter of Credit and hold the funds drawn in cash without obligation for interest thereon as the Security Deposit. The Security Deposit shall be held by Landlord as security for the
performance of Tenant’s obligations under this Lease. The Security Deposit is not an advance rental deposit or a measure of. Landlord’s damages in case of Tenant’s default. Upon each occurrence of a Default (as defined in
Section 20), Landlord may use all or any part of the Security Deposit to pay delinquent payments due under this Lease, and the cost of any damage, injury, expense or liability caused by such Default, without prejudice to
any other remedy provided herein or provided by law. Upon any such use of all or any portion of the Security Deposit, Tenant shall pay Landlord on demand the amount that will restore the Security Deposit to the amount set forth on Page 1 of this
Lease. Tenant hereby waives the provisions of any law, now or hereafter in force, which provide that Landlord may claim from a security deposit only those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused
by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or unforeseeable, caused by the act or omission of Tenant or
any officer, employee, agent or invitee of Tenant. Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior
to the filing of such proceedings. Upon any such use of all or any portion of the Security Deposit, Tenant shall, within 5 days after demand from Landlord, restore the Security Deposit to its original amount. If Tenant shall fully perform every
provision of this Lease to be performed by Tenant, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at
Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 60 days after the expiration or earlier termination of this Lease. 

If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any Security Deposit then held by
Landlord to a person or entity assuming Landlord’s obligations under this Section 6, or (b) return to Tenant any Security Deposit then held by Landlord and remaining after the deductions permitted herein. Upon
such transfer to such transferee or the return of the Security Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and Tenant’s right to the return of the Security Deposit shall apply solely
against Landlord’s transferee. The Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of Tenant’s default. Landlord’s 

  
 7 













 
obligation respecting the Security Deposit is that of a debtor, not a trustee, and no interest shall accrue thereon. 

7. Use. The Premises shall be used solely for the Permitted Use set forth in the basic lease provisions on page 1 of this Lease, and in
compliance with all laws, orders, judgments, ordinances, regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to the Premises, and to the use and occupancy thereof, including, without limitation,
the Americans With Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto, “ADA”) (collectively, “Legal Requirements” and each, a “Legal
Requirement”). Tenant shall, upon 5 days’ written notice from Landlord, discontinue any use of the Premises which is declared by any Governmental Authority (as defined in Section 9) having jurisdiction to be a
violation of a Legal Requirement. Tenant will not use or permit the Premises to be used for any purpose or in any manner that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance of any
sprinkler or other credits. Tenant shall not permit any part of the Premises to be used as a “place of public accommodation”, as defined in the ADA or any similar legal requirement. Tenant shall reimburse Landlord promptly upon demand for
any additional premium charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this Section or otherwise caused by Tenant’s use and/or occupancy of the Premises. Tenant will use the Premises in
a careful, safe and proper manner and will not commit or permit waste, overload the floor or structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or interfere with the rights of Landlord or other tenants
or occupants of the Project, including conducting or giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or allowing the Premises to be used for any unlawful purpose. Tenant shall cause any equipment or
machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the Premises from extending into Common Areas, or other space in the Project. Tenant shall not place any machinery or equipment weighing 500 pounds or
more in or upon the Premises or transport or move such items through the Common Areas of the Project or in the Project elevators without the prior written consent of Landlord, which consent shall not be unreasonably withheld. Except as may be
provided under the Work Letter, Tenant shall not, without the prior written consent of Landlord, use the Premises in any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond the existing capacity of
the Project as proportionately allocated to the Premises based upon Tenant’s Share as usually furnished for the Permitted Use. 

Landlord shall be responsible for the compliance of the Premises with the ADA to the extent applicable as of the Commencement Date. Tenant, at
its sole expense, shall make any alterations or modifications to the interior or the exterior of the Premises or the Project that are required by Legal Requirements (including, without limitation, compliance of the Premises with the ADA resulting
from Tenant’s use or occupancy of the Premises. Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses, actions, causes of action, damages or
judgments, and all reasonable expenses incurred in investigating or resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements and costs of suit) (collectively, “Claims”) arising
out of or in connection with Legal Requirements resulting from Tenant’s use or occupancy of the Premises, and Tenant shall indemnify, defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection
with any failure of the Premises to comply with any Legal Requirement resulting from Tenant’s use or occupancy of the Premises. 
 8.
Holding Over. If, with Landlord’s express written consent, Tenant retains possession of the Premises after the termination of the Term, (i) unless otherwise agreed in such written consent, such possession shall be subject to
termination by Landlord at any time upon 10 days notice to Tenant, (ii) all of the other terms and provisions of this Lease (including, without limitation, the adjustment of Base Rent pursuant to Section 4 hereof)
shall remain in full force and effect (excluding any expansion or renewal option or other similar right or option) during such holdover period, (iii) Tenant shall continue to pay Base Rent in the amount payable upon the date of the expiration
or earlier termination of this Lease or such other amount as Landlord may indicate, in Landlord’s sole and absolute discretion, in such written consent, and (iv) all other payments shall continue under the terms of this Lease. if Tenant
remains in possession of the Premises after the expiration or earlier termination of the Term without the express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of this Lease except that the (x)


  
 8 













 
monthly rental for the first month shall be equal to 125% of Rent in effect during the last 30 days of the Term, and (y) thereafter, monthly rental shall be equal to 150% of Rent in effect
during the last 30 days of the Term, and (B) Tenant shall be responsible for all damages suffered by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages’ provided that Landlord notifies
Tenant in writing of the potential for such damages and Tenant does not surrender the Premises within 10 days after such notice. No holding over by Tenant, whether with or without consent of Landlord, shall operate to extend this Lease except as
otherwise expressly provided, and this Section 8 shall not be construed as consent for Tenant to retain possession of the Premises. Acceptance by Landlord of Rent after the expiration of the Term or earlier termination of
this Lease shall not result in a renewal or reinstatement of this Lease. 
 9. Taxes. Landlord shall pay, as part of Operating
Expenses, all taxes, levies, assessments and governmental charges of any kind (collectively referred to as “Taxes”) imposed by any federal, state, regional, municipal, local or other governmental authority or agency, including,
without limitation, quasi-public agencies (collectively, “Governmental Authority”) during the Term, including, without limitation, all Taxes: (i) imposed on or measured by or based, in whole or in part, on rent payable to
Landlord under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or (ii) based on the square footage, assessed value or other measure or evaluation of any kind of the Premises or the Project, or
(iii) assessed or imposed by or on the operation or maintenance of any portion of the Premises or the Project, including parking, or (iv) assessed or imposed by, or at the direction of, or resulting from statutes or regulations, or
interpretations thereof, promulgated by, any Governmental Authority, or (v) imposed as a license or other fee on Landlord’s business of leasing space in the Project. Landlord may contest by appropriate legal proceedings the amount,
validity, or application of any Taxes or liens securing Taxes. Taxes shall not include any net income taxes imposed on Landlord unless such net income taxes are in substitution for any Taxes payable hereunder. If any such Tax is levied or assessed
directly against Tenant, then Tenant shall be responsible for and shall pay the same at such times and in such manner as the taxing authority shall require. Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any
personal property or trade fixtures placed by Tenant in the Premises, whether levied or assessed against Landlord or Tenant. if any Taxes on Tenant’s personal property or trade fixtures are levied against Landlord or Landlord’s property,
or if the assessed valuation of the Project is increased by a value attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant and whether or not affixed to the real property so as to become a part thereof,
higher than the base valuation on which Landlord from time-to-time allocates Taxes to all tenants in the Project, Landlord shall have the right, but not the obligation,
to pay such Taxes. Landlord’s reasonable determination of any excess assessed valuation shall be binding and conclusive, absent manifest error. The amount of any such payment by Landlord shall constitute Additional Rent due from Tenant to
Landlord within 20 days after Landlord’s written demand. 
 10. Parking. During the Term, Tenant shall have the right at the
Project to use 3 parking spaces per 1,000 rentable square feet of the Premises. The 3 parking spaces per 1,000 rentable square feet of the Premises shall include all of the underground parking spaces in the Building and the balance of Tenant’s
parking shall be in common with other tenants of the Project in those areas designated for non-reserved parking. Parking at the Project shall be subject to Landlord’s rules and regulations. Landlord shall
not be responsible for enforcing Tenant’s parking rights against any third parties, including other tenants of the Project. All spaces under the Building shall be exclusive to Tenant and Tenant may mark the same as reserved for Tenant. In
addition, Tenant may also mark up to 20 spaces in locations designated by Landlord as reserved for Tenant. If the parking facilities become overcrowded, Landlord shall institute a parking tag/sticker program at the Project. All parking provided to
Tenant shall be free of charges throughout the term of this Lease. 
 11. Utilities, Services. 

Landlord shall provide, subject to the terms of this Section 11, water, electricity, heat, light, power, telephone,
sewer, and other utilities (including gas and fire sprinklers provided however, that Tenant shall be responsible for the relocation of any fire sprinklers in connection with the construction of the Tenant Improvements), refuse and trash collection
and janitorial services (collectively, “Utilities”). Landlord shall 

  
 9 













 
pay, as Operating Expenses or subject to Tenant’s reimbursement obligation, for all Utilities used on the Premises, all maintenance charges for Utilities, and any storm sewer charges or
other similar charges for Utilities imposed by any Governmental Authority or Utility provider, and any taxes, penalties, surcharges or similar charges thereon. Landlord may cause any Utilities to be separately metered or charged directly to Tenant
by the provider. Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered Utilities and services which may be furnished to Tenant or the Premises during the Term. Tenant shall pay, as part of Operating
Expenses, its share of all charges for jointly metered Utilities based upon consumption, as reasonably determined by Landlord. No interruption or failure of Utilities, from any cause whatsoever other than Landlord’s willful misconduct, shall
result in eviction or constructive eviction of Tenant, termination of this Lease or the abatement of Rent. Tenant agrees to limit use of water and sewer with respect to Common Areas to normal restroom use and janitorial services. 

12. Alterations and Tenant’s Property. Any alterations, additions, or improvements made to the Premises by or on behalf of Tenant,
including additional locks or bolts of any kind or nature upon any doors or windows in the Premises, but excluding installation, removal or realignment of furniture systems (other than removal of furniture systems owned or paid for by Landlord) not
involving any modifications to the structure or connections (other then by ordinary plugs or jacks) to Building Systems (as defined in Section 13) (“Alterations”) shall be subject to Landlord’s prior
written consent, which may be given or withheld in Landlord’s sole discretion if any such Alteration affects the structure or Building Systems. Tenant may construct nonstructural Alterations in the Premises without Landlord’s prior
approval if the aggregate cost of all such work in any 12 month period does not exceed $75,000 (a “Notice-Only Alteration”), provided Tenant notifies Landlord in writing of such intended Notice-Only Alteration, and such notice shall
be accompanied by plans, specifications, work contracts and such other information concerning the nature and cost of the Notice-Only Alteration as may be reasonably requested by Landlord, which notice and accompanying materials shall be delivered to
Landlord not less than 5 business days in advance of any proposed construction. Notwithstanding anything to the contrary contained herein, Tenant shall not be required, to obtain Landlord’s consent to the installation of modular office
furniture. in the Premises; provided, however, that Tenant removes the same at the expiration or earlier termination of this Lease. If Landlord approves any Alterations, Landlord may impose such conditions on Tenant in connection with the
commencement, performance and completion of such Alterations as Landlord may deem appropriate in Landlord’s reasonable discretion. Any request for approval shall be in writing, delivered not less than 10 days in advance of any proposed
construction, and accompanied by plans, specifications, bid proposals, work contracts and such other information concerning the nature and cost of the alterations as may be reasonably requested by Landlord, including the identities and mailing
addresses of all persons performing work or supplying materials. Landlord’s right to review plans and specifications and to monitor construction shall be solely for its own benefit, and Landlord shall have no duty to ensure that such plans and
specifications or construction comply with applicable Legal Requirements. Tenant shall cause, at its sole cost and expense, all Alterations to comply with insurance requirements and with Legal Requirements and shall implement at its sole cost and
expense any alteration or modification required by Legal Requirements as a result of any Alterations. Tenant shall pay to Landlord, as Additional Rent, on demand an amount equal to 5% of all charges incurred by Tenant or its contractors or agents in
connection with any Alteration to cover Landlord’s overhead and expenses for plan review, coordination, scheduling and supervision. Before Tenant begins any Alteration, Landlord may post on and about the Premises notices of non-responsibility pursuant to applicable law. Tenant shall reimburse Landlord for, and indemnify and hold Landlord harmless from, any expense incurred by Landlord by reason of faulty work done by Tenant or its
contractors, delays caused by such work, or inadequate cleanup. 
 Tenant shall make arrangements satisfactory to Landlord to assure payment
for the completion of all Alterations work free and clear of liens, and shall provide (and cause each contractor or subcontractor to provide) certificates of insurance for workers’ compensation and other coverage in amounts and from an
insurance company reasonably satisfactory to Landlord protecting Landlord against liability for personal injury or property damage during construction. Upon completion of any Alterations, Tenant shall deliver to Landlord: (i) sworn statements
setting forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors; and (ii) “as built” plans for any such Alteration. 

  
 10 













 Other than (i) the items, if any, listed on Exhibit F attached hereto,
(ii) any items agreed by Landlord in writing to be included on Exhibit F in the future, and (iii) any trade fixtures, machinery, equipment and other personal property not paid for out of the TI Fund (as defined in the Work Letter)
which may be removed without material damage to the Premises, which damage shall be repaired (including capping or terminating utility hook-ups behind walls) by Tenant during the Term (collectively,
“Tenant’s Property”), all property of any kind paid for with the TI Fund, all Alterations, real property fixtures, built-in machinery and equipment,
built-in casework and cabinets and other similar additions and improvements built into the Premises so as to become an integral part of the Premises such as fume hoods which penetrate the roof or plenum area, built-in cold rooms, built-in warm rooms, walk-in cold rooms, walk-in warm rooms, deionized
water systems, glass washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment and systems, and any power generator and transfer switch (collectively,
“Installations”) shall be and shall remain the property of Landlord during the Term and following the expiration or earlier termination of the Term, shall not be removed by Tenant at any time during the Term and shall remain upon
and be surrendered with the Premises as a part thereof in accordance with Section 28 following the expiration or earlier termination of this Lease; provided, however, that Landlord shall, at the time its
approval of such Installation is requested or at the time it receives notice of a Notice-Only Alteration notify Tenant if it has elected to cause Tenant to remove such Installation upon the expiration or earlier termination of this Lease. If
Landlord so elects, Tenant shall remove such Installation upon the expiration or earlier termination of this Lease and restore any damage caused by or occasioned as a result of such removal, including, when removing any of Tenant’s Property
which was plumbed, wired or otherwise connected to any of the Building Systems, capping off all such connections behind the walls of the Premises and repairing any holes. During any such restoration period, Tenant shall pay Rent to Landlord as
provided herein as if said space were otherwise occupied by Tenant. 
 13. Landlord’s Repairs. Landlord, as an Operating Expense,
shall maintain all of the structural, exterior, parking and other Common Areas of the Project, including Central Plant, HVAC, plumbing, fire sprinklers, elevators and all other building systems serving the Premises and other portions of the Project
(“Building Systems”), in good repair, reasonable wear and tear and uninsured losses and damages caused by Tenant, or by any of Tenant’s agents, servants, employees, invitees and contractors (collectively, “Tenant
Parties”) excluded.. Losses and damages caused by Tenant or any Tenant Party shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense. Landlord reserves the right to stop Building Systems
services when necessary (i) by reason of accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or
improvements shall have been completed. Landlord shall have no responsibility or liability for failure to supply Building Systems services during any such period of interruption; provided, however, that Landlord shall, except in case
of emergency, give Tenant 2 business days advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs, alterations or improvements. With respect to any planned stoppage of Building Systems services for
routine maintenance, repairs, etc., Landlord will, upon request by Tenant, defer such stoppage for up to 10 days to accommodate any critical business operations of Tenant then being conducted in the Premises; provided, however, that deferring such
work does not adversely affect the Building or Building Systems or, if there is another occupant in the Building, deferring such work does not adversely affect such other occupant’s operations at the Building or cause Landlord to be in default
under any agreement with such occupant. Tenant shall promptly give Landlord written notice of any repair required by Landlord pursuant to this Section, after which Landlord shall make a commercially reasonable effort to effect such repair. Landlord
shall not be liable for any failure to make any repairs or to perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written notice of the need for such repairs or maintenance. Tenant waives its rights
under any state or local law to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’ respective rights with respect to such matters shall be solely as set forth herein. Notwithstanding anything to
the contrary contained in this Section 13, Tenant shall have the self-help rights granted to Tenant in Section 31. Repairs required as the result of fire, earthquake, flood, vandalism, terrorism,
war, or similar cause of damage or destruction shall be controlled by Section 18. 
 14. Tenant’s
Repairs. Subject to Section 13 hereof, Tenant, at its expense, shall repair, replace and maintain in good condition all portions of the Premises, including, without limitation, entries,


  
 11 













 
doors, ceilings, interior windows, interior walls, and the interior side of demising walls. Such repair and replacement may include capital expenditures and repairs whose benefit may extend
beyond the Term. Should Tenant fail to make any such repair or replacement or fail to maintain the Premises, Landlord shall give Tenant notice of such failure. If Tenant fails to commence cure of such failure within 10 days of Landlord’s
notice, and thereafter diligently prosecute such cure to completion, Landlord may perform such work and shall be reimbursed by Tenant within 10 days after demand therefor; provided, however, that if such failure by Tenant creates or could create an
emergency, Landlord may immediately commence cure of such failure and shall thereafter be entitled to recover the costs of such cure from Tenant. Subject to Sections 17 and 18, Tenant shall bear the full uninsured cost of any repair or
replacement to any part of the Project that results from damage caused by Tenant or any Tenant Party and any repair that benefits only the Premises. 

15. Mechanic’s Liens. Tenant shall discharge, by bond or otherwise, any mechanic’s lien filed against the Premises or against
the. Project for work claimed to have been done for, or materials claimed to have been furnished to, Tenant within 15 days after written notice of the filing thereof, at Tenant’s sole cost and shall otherwise keep the Premises and the Project
free from any liens arising out of work performed, materials furnished or obligations incurred by Tenant. Should Tenant fail to discharge any lien described herein, Landlord shall have the right, but not the obligation, to pay such claim or post a
bond or otherwise provide security to eliminate the lien as a claim against title to the Project and the cost thereof shall be immediately due from Tenant as Additional Rent. If Tenant shall lease or finance the acquisition of office equipment,
furnishings, or other personal property of a removable nature utilized by Tenant in the operation of Tenant’s business, Tenant warrants that any Uniform Commercial Code Financing Statement filed as a matter of public record by any lessor or
creditor of Tenant will upon its face or by exhibit thereto indicate that such Financing Statement is applicable only to removable personal property of Tenant located within the Premises. In no event shall the address of the Project be furnished on
the statement without qualifying language as to applicability of the lien only to removable personal property, located in an identified suite held by Tenant. 

16. Indemnification. Tenant hereby indemnifies and agrees to defend, save and hold Landlord harmless from and against any and all Claims
for injury or death to persons or damage to property occurring within or about the Premises, arising directly or indirectly out of use or occupancy of the Premises or a breach or default by Tenant in the performance of any of its obligations
hereunder, unless caused solely by the willful misconduct or gross negligence of Landlord. Landlord shall not be liable to Tenant for, and Tenant assumes all risk of damage to, personal property (including, without limitation, loss of records kept
within the Premises). Tenant further waives any and all Claims for injury to Tenant’s business or loss of income relating to any such damage or destruction of personal property (including, without limitation, any loss of records). Landlord
shall not be liable for any damages arising from any act, omission or neglect of any tenant in the Project or of any other third party. 

17. Insurance. Landlord shall maintain all risk property and, if applicable, sprinkler damage insurance covering the full replacement
cost of the Project. Landlord shall further procure and maintain commercial general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury and property damage with respect to the Project. Landlord may, but is not
obligated to, maintain such other insurance and additional coverages as it may deem necessary, including, but not limited to, flood, environmental hazard and earthquake, loss or failure of building equipment, errors and omissions, rental loss during
the period of repair or rebuilding, workers’ compensation insurance and fidelity bonds for employees employed to perform services and insurance for any improvements installed by Tenant or which are in addition to the standard improvements
customarily furnished by Landlord without regard to whether or not such are made a part of the Project. All such insurance shall be included as part of the Operating Expenses. The Project may be included in a blanket policy (in which case the cost
of such insurance allocable to the Project will be determined by Landlord based upon the insurer’s cost calculations). Tenant shall also reimburse Landlord for any increased premiums or additional insurance which Landlord reasonably deems
necessary as a result of Tenant’s use of the Premises. Any such additional insurance shall be consistent with the coverages then being placed by institutional landlords of projects comparable to the Project and located in the geographical area
in which the Project is located. 

  
 12 













 Tenant, at its sole cost and expense, shall maintain during the Term: all risk property
insurance with business interruption and extra expense coverage, covering the full replacement cost of all property and improvements installed or placed in the Premises by Tenant at Tenant’s expense; workers’ compensation insurance with no
less than the minimum limits required by law; employer’s liability insurance with such limits as required by law; and commercial general liability insurance, with a minimum limit of not less than $2,000,000 per occurrence for bodily injury and
property damage with respect to the Premises. The commercial general liability insurance policy shall name Landlord, its managers, agents invitees and contractors and Alexandria Real Estate Equities, Inc. (collectively, “Landlord
Parties”), as additional insureds; insure on an occurrence and not a claims-made basis; be issued by insurance companies which have a rating of not less than policyholder rating of A and financial category rating of at least Class VIII
in “Best’s Insurance Guide”; shall not be cancelable for nonpayment of premium unless 15 days prior written notice shall have been given to Landlord from the insurer; contain a hostile fire endorsement and a contractual liability
endorsement; and provide primary coverage to Landlord (any policy issued to Landlord providing duplicate or similar coverage shall be deemed excess over Tenant’s policies). Certificates of insurance showing the limits of coverage required
hereunder and showing Landlord as an additional insured, along with reasonable evidence of the payment of premiums for the applicable period, shall be delivered to Landlord by Tenant upon commencement of the Term and upon each renewal of said
insurance. Tenant shall deliver to Landlord copies of Tenant’s insurance policies if Landlord requires copies of the same in connection with the submission of any insurance claim. Tenant’s policy may be a “blanket policy” with an
aggregate per location endorsement which specifically provides that the amount of insurance shall not be prejudiced by other losses covered by the policy. Tenant shall, at least 5 days prior to the expiration of such policies, furnish Landlord with
renewal certificates. 
 In each instance where insurance is to name Landlord as an additional insured, Tenant shall upon written request of
Landlord also designate and furnish certificates so evidencing Landlord as additional insured to: (i) any lender of Landlord holding a security interest in the Project or any portion thereof, (ii) the landlord under any lease wherein
Landlord is tenant of the real property on which the Project is located, if the interest of Landlord is or shall become that of a tenant under a ground or other underlying lease rather than that of a fee owner, and/or (iii) any management
company retained by Landlord to manage the Project. 
 The property insurance obtained by Landlord and Tenant shall include a waiver of
subrogation by the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, and their respective officers, directors, employees, managers, agents, invitees and contractors (“Related Parties”),
in connection with any loss or damage thereby insured against. Neither party nor its respective Related Parties shall be liable to the other for loss or damage caused by any risk insured against under property insurance required to be maintained
hereunder, and each party waives any claims against the other party, and its respective Related Parties, for such loss or damage. The failure of a party to insure its property shall not void this waiver. Landlord and its respective Related Parties
shall not be liable for, and Tenant hereby waives all claims against such parties for, business interruption and losses occasioned thereby sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon
the Premises or the Project from any cause whatsoever. If the foregoing waivers shall contravene any law with respect to exculpatory agreements, the liability of Landlord or Tenant shall be deemed not released but shall be secondary to the
other’s insurer. 
 Landlord may require liability insurance policy limits to be raised to conform with requirements of Landlord’s
lender and/or to bring coverage limits to levels then being generally required of new tenants within the Project; provided, however, that the increased amount of coverage is consistent with coverage amounts then being required by institutional
owners of similar projects with tenants occupying similar size premises in the geographical area in which the Project is located. 
 18.
Restoration. If, at any time during the Term, the Project or the Premises are damaged or destroyed by a fire or other insured casualty, Landlord shall notify Tenant within 60 days after discovery of such damage as to the amount of time
Landlord reasonably estimates it will take to restore the Project or the Premises, as applicable (the “Restoration Period”). If the Restoration Period is estimated to exceed 12 months (the “Maximum Restoration
Period”), Landlord may, in such notice, elect to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or destruction; provided, 

  
 13 













 
however, that notwithstanding Landlord’s election to restore, Tenant may elect to terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a
notice from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration Period. Unless Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to receipt of sufficient insurance proceeds (with
any deductible to be treated as a current Operating Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord and paid for by Tenant, subject to delays arising from the collection of insurance proceeds,
from Force Majeure events or as needed to obtain any license, clearance or other authorization of any kind required to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the use, storage, handling,
treatment, generation, release, disposal, removal or remediation of Hazardous Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as “Hazardous Materials
Clearances”); provided, however, that if repair or restoration of the Premises is not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration Period, Landlord may, in its sole and
absolute discretion, elect not to proceed with such repair and restoration but only if there are insufficient insurance proceeds available to Landlord to complete the repair or restoration of the Project, or Tenant may by written notice to Landlord
delivered within 5 business days of the expiration of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in which event Landlord shall be relieved of its obligation to make such repairs or
restoration and this Lease shall terminate as of the date that is 75 days after the later of: (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials Clearances are obtained, but Landlord shall retain
any Rent paid and the right to any Rent payable by Tenant prior to such election by Landlord or Tenant. 
 Tenant, at its expense, shall
promptly perform, subject to delays arising from the collection of insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material Clearances, all repairs or restoration not required
to be done by Landlord and shall promptly re-enter the Premises and commence doing business in accordance with this Lease. Notwithstanding the foregoing, either party may terminate this Lease if the Premises
are damaged during the last 1 year of the Term and Landlord reasonably estimates that it will take more than 2 months to repair such damage, or if insurance proceeds are not available for such restoration. Rent shall be abated from the date all
required Hazardous Material Clearances are obtained until the Premises are repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by Tenant bears to the total area of the Premises, unless Landlord
provides Tenant with other space during the period of repair that is suitable for the temporary conduct of Tenant’s business. Such abatement shall be the sole remedy of Tenant, and except as .provided in this
Section 18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss. 
 The provisions
of this Lease, including this Section 18, constitute an express agreement between Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the Premises, or any other portion of the
Project, and any statute or regulation which is now or may hereafter be in effect shall have no application to this Lease or any damage or destruction to all or any part of the Premises or any other portion of the Project, the parties hereto
expressly agreeing that this Section 18 sets forth their entire understanding and agreement with respect to such matters. 

19. Condemnation. If the whole or any material part of the Premises or the Project is taken for any public or quasi-public use under
governmental law, ordinance, or regulation, or by right of eminent domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would either prevent or materially interfere with
Tenant’s use of the Premises or materially interfere with or impair Landlord’s ownership or operation of the Project, then upon written notice by either party this Lease shall terminate and Rent shall be apportioned as of said date. If
part of the Premises shall be Taken, and this Lease is not terminated as provided above, Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable under the circumstances to their condition prior to such
partial Taking and the rentable square footage of the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be
fair and reasonable under the circumstances. Upon any such Taking, Landlord shall be entitled to receive the entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to Landlord Tenant’s interest, if
any, in such award. Tenant shall have the right to make a separate claim against the condemning authority (but not Landlord) for such compensation as may 

  
 14 













 
be separately awarded or recoverable by Tenant for moving expenses and damage to Tenant’s trade fixtures and any improvements made and paid for by Tenant, if a separate award for such items
is made to Tenant. Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to terminate this Lease upon a partial Taking of the Premises or the Project. 

20. Events of Default. Each of the following events shall be a default (“Default”) by Tenant under this Lease: 

(a) Payment Defaults. Tenant shall fail to pay any installment of Rent or any other payment hereunder when due; provided, however, that
Landlord will give Tenant notice and an opportunity to cure any failure to pay Rent within 3 days of any such notice not more than once in any 12 month period and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall be
deemed to be, any notice required by law. 
 (b) Insurance. Any insurance required to be maintained by Tenant pursuant to this Lease
shall be canceled or terminated or shall expire or shall be reduced or materially changed, or Landlord shall receive a notice of nonrenewal of any such insurance and Tenant shall fail to obtain replacement insurance before the expiration,
termination, reduction or change of the current coverage. 
 (c) Abandonment. Tenant shall abandon the Premises. 

(d) Improper Transfer. Tenant shall assign, sublease or otherwise transfer or attempt to transfer all or any portion of Tenant’s
interest in this Lease or the Premises except as expressly permitted herein, or Tenant’s interest in this Lease shall be attached, executed upon, or otherwise judicially seized and such action is not released within 90 days of the action. 

(e) Liens. Tenant shall fail to discharge or otherwise obtain the release of any lien placed upon the Premises in violation of this
Lease within 15 days after notice that any such lien is filed against the Premises. 
 (f) Insolvency Events. Tenant or any guarantor
or surety of Tenant’s obligations hereunder shall: (A) make a general assignment for the benefit of creditors; (B) commence any case, proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or
to adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or other similar official for it or for
all or of any substantial part of its property (collectively a “Proceeding for Relief”); (C) become the subject of any Proceeding for Relief which is not dismissed within 90 days of its filing or entry; or (ID) die or suffer a legal
disability (if Tenant, guarantor, or surety is an individual) or be dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation, partnership or other entity). 

(g) Estoppel Certificate or Subordination Agreement. Tenant fails to execute any document required from Tenant under Sections 23
or 27 within 5 days after a second notice requesting such document. 
 (h) Other Defaults. Tenant shall fail to comply with any
provision of this Lease other than those specifically referred to in this Section 20, and, except as otherwise expressly provided herein, such failure shall continue for a period of 15 business days after written notice
thereof from Landlord to Tenant. 
 Any notice given under Section 20(h) hereof shall: (i) specify the alleged default,
(ii) demand that Tenant cure such default, (iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required under any provision of applicable law, and (iv) not be deemed a forfeiture or a termination of this
Lease unless Landlord elects otherwise in such notice; provided that if the nature of Tenant’s default pursuant to Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than
15 business days to cure, then Tenant shall not be deemed to be in Default if Tenant commences such cure within said 15 business day period and thereafter diligently prosecutes the same to completion. 

  
 15 













 21. Landlord’s Remedies. 

(a) Payment By Landlord; Interest. Upon a Default by Tenant hereunder, Landlord may, without waiving or releasing any obligation of
Tenant hereunder, make such payment or perform such act. All sums so paid or incurred by Landlord, together with interest thereon, from the date such sums were paid or incurred, at the annual rate equal to 10% per annum or the highest rate permitted
by law (the “Default Rate”), whichever is less, shall be payable to Landlord on demand as Additional Rent. Nothing herein shall be construed to create or impose a duty on Landlord to mitigate any damages resulting from Tenant’s
Default hereunder. 
 (b) Late Payment of Rent. Late payment by Tenant to Landlord of Rent and other sums due will cause Landlord to
incur costs not contemplated by this Lease, the exact amount of which will be extremely difficult and impracticable to ascertain. Such costs include, but are not limited to, processing and accounting charges and late charges which may be imposed on
Landlord under any Mortgage covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within 5 days after the date such payment is due, Tenant shall pay to Landlord an additional sum equal to 6% of the
overdue Rent as a late charge; provided, however, that as to the first late payment in any 12 month period, there shall be no such late charge if Tenant pays the full amount due within 3 days after notice thereof from Landlord to Tenant. The parties
agree that this late charge represents a fair and reasonable estimate of the costs Landlord will incur by reason of late payment by Tenant. In addition to the late charge, Rent not paid when due shall bear interest at the Default Rate from the 5th
day after the date due until paid. 
 (c) Remedies. Upon the occurrence of a Default, Landlord, at its option, without further notice
or demand to Tenant, shall have in addition to all other rights and remedies provided in this Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of which shall be cumulative and nonexclusive,
without any notice or demand whatsoever. 
 (i) Terminate this Lease, or at Landlord’s option, Tenant’s right to
possession only, in which event Tenant shall immediately surrender the Premises to Landlord, and if Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for possession or arrearages in rent, enter upon and
take possession of the Premises and expel or remove Tenant and any other person who may be occupying the Premises or any part thereof, without being liable for prosecution or any claim or damages therefor; 

(ii) Upon any termination of this Lease, whether pursuant to the foregoing Section 21(c)(i) or
otherwise, Landlord may recover from Tenant the following: 
 (A) The worth at the time of award of any unpaid rent which has
been earned at the time of such termination; plus 
 (B) The worth at the time of award of the amount by which the unpaid
rent which would have been earned after termination until the time of award exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus 

(C) The worth at the time of award of the amount by which the unpaid rent for the balance of the Term after the time of award
exceeds the amount of such rental loss that Tenant proves could have been reasonably avoided; plus 
 (D) Any other amount
necessary to compensate Landlord for all the detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in the ordinary course of things would be likely to result therefrom, specifically including, but
not limited to, brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any portion thereof for a new tenant, whether for the same or a different use, and any special concessions made to obtain a new tenant;
and 

  
 16 













 (E) At Landlord’s election, such other amounts in addition to or in
lieu of the foregoing as may be permitted from time to time by applicable law. 
 The term “rent” as used in this
Section 21 shall be deemed to be and to mean all sums of every nature required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others. As used in Sections 21(c)(ii)(A) and
(B), above, the “worth at the time of award” shall be computed by allowing interest at the Default Rate. As used in Section 21(c)(ii)(C) above, the “worth at the time of award” shall
be computed by discounting such amount at the discount rate of the Federal Reserve Bank of San Francisco at the time of award plus 1%. 

(iii) Landlord may continue this Lease in effect after Tenant’s Default and recover rent as it becomes due (Landlord and
Tenant hereby agreeing that Tenant has the right to sublet or assign hereunder, subject only to reasonable limitations). Accordingly, if Landlord does not elect to terminate this Lease following a Default by. Tenant, Landlord may, from time to time,
without terminating this Lease, enforce all of its rights and remedies hereunder, including the right to recover all Rent as it becomes due. 

(iv) Whether or not Landlord elects to terminate this Lease following a Default by Tenant, Landlord shall have the right to
terminate any and all subleases, licenses, concessions or other consensual arrangements for possession entered into by Tenant and affecting the Premises or may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases,
licenses, concessions or arrangements. Upon Landlord’s election to succeed to Tenant’s interest in any such subleases, licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such election, have no
further right to or interest in the rent or other consideration receivable thereunder. 
 (v) Independent of the exercise of
any other remedy of Landlord hereunder or under applicable law, Landlord may conduct an environmental test of the Premises as generally described in Section 30(d) hereof. Tenant shall be required to pay for the cost of such
environmental test if it is determined that the Premises are contaminated. 
 (d) Effect of Exercise. Exercise by Landlord of any
remedies hereunder or otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a termination of this Lease by Landlord, it being understood that such surrender and/or termination can be effected only by the
express written agreement of Landlord and Tenant. Any law, usage, or custom to the contrary notwithstanding, either party shall have the right at all times to enforce the provisions of this Lease in strict accordance with the terms hereof; and the
failure of either party at any time to enforce its rights under this Lease strictly in accordance with same shall not be construed as having created a custom in any way or manner contrary to the specific terms, provisions, and covenants of this
Lease or as having modified the same and shall not be deemed a waiver of such party’s right to enforce one or more of its rights in connection with any subsequent default. A receipt by Landlord of Rent or other payment with knowledge of the
breach of any covenant hereof shall not be deemed a waiver of such breach, and no waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed in writing and signed by Landlord. To the greatest extent
permitted by law, Tenant waives the service of notice of Landlord’s intention to re-enter, re-take or otherwise obtain possession of the Premises as provided in any
statute, or to institute legal proceedings to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment or by warrant of any court or judge. Any reletting of the Premises or any portion thereof shall be on
such terms and conditions as Landlord in its sole discretion may determine. Landlord shall not be liable for, nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to reset the Premises or collect rent due
in respect of such reletting or otherwise to mitigate any damages arising by reason of Tenant’s Default. Nothing contained herein shall be construed as a waiver on the part of Tenant of its right to receive any required statutory notice of
Default under this Lease. 

  
 17 













 22. Assignment and Subletting. 

(a) General Prohibition. Without Landlord’s prior written consent subject to and on the conditions described in this
Section 22, Tenant shall not, directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant
any concession or license within the Premises, and any attempt to do any of the foregoing shall be void and of no effect. If Tenant is a corporation, partnership or limited liability company, the shares or other ownership interests thereof which are
not actively traded upon a stock exchange or in the over-the-counter market, a transfer or series of transfers whereby 49% or more of the issued and outstanding shares
or other ownership interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of individual owners) from a person or persons or entity or entities which were owners thereof at time of execution of this
Lease to persons or entities who were not owners of shares or other ownership interests of the corporation, partnership or limited liability company at time of execution of this Lease, shall be deemed an assignment of this Lease requiring the
consent of Landlord as provided in this Section 22. Notwithstanding the foregoing, any public offering or private placement by Tenant of equity interests in Tenant shall not be deemed an assignment. 

(b) Permitted Transfers. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises (or
any part thereof) other than pursuant to a Permitted Assignment (as defined below), then at least 15 business days before the date Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give
Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated,
generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of
any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 16
business clays after receipt of the Assignment Notice: (i) grant such consent, (ii) refuse such consent, in its sole and absolute discretion, if the proposed assignment, hypothecation or other transfer or subletting concerns more than
(together with all other then effective subleases) 49% of the Premises, (iii) refuse such consent, in its reasonable discretion, if the proposed subletting concerns (together with all other then effective subleases) 49% or less of the Premises
(provided that Landlord shall further have the right to review and approve or disapprove the proposed form of sublease prior to the effective date of any such subletting), or (iv) terminate this Lease with respect to the space described in the
Assignment Notice as of the Assignment Date (an “Assignment Termination”). If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written
notice to Landlord of such election within 5 business days after Landlord’s notice electing to exercise the Assignment Termination. if Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does
not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to
terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment, sublease or other transfer, except as provided in the second succeeding paragraph.
Tenant shall reimburse Landlord for all of Landlord’s reasonable out-of-pocket expenses in connection with its consideration of any Assignment Notice. 

Notwithstanding the foregoing, Landlord’s consent to an assignment of this Lease or a subletting of any portion of the Premises to any
entity controlling, controlled by or under common control with Tenant (each a “Control Permitted Assignment”) shall not be required, provided that Landlord shall have the right to approve the form of any such sublease or assignment.
In addition, Tenant shall have the right to assign this Lease, upon 15 days prior written notice to Landlord but without obtaining Landlord’s prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Tenant provided that in
connection with each such transaction (each a “Corporate Permitted Assignment”) each of the following conditions is Satisfied: (i) such merger or consolidation, or 

  
 18 













 
such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease; (ii) the net worth (as determined in
accordance with generally accepted accounting principles (“GAAP”)) of the assignee is not less than $25,000,000, and (iii) such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease
arising after the effective date of the assignment. Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as “Permitted Assignments.” 

Landlord shall have a period of 15 business days following receipt of an Assignment Notice and all related documents required to be delivered
under this Lease to notify Tenant in writing of Landlord’s approval or disapproval of the proposed assignment or sublease. If Landlord fails to timely notify Tenant in writing of such election, Tenant shall send Landlord a second written
request for approval of the proposed assignment or sublease specifying in all capital letters and boldface type on page one of such notice the following: “YOUR FAILURE TO APPROVE OR DISAPPROVE OF THE ASSIGNMENT OR SUBLEASE SET FORTH IN THIS
NOTICE WITHIN 10 BUSINESS DAYS SHALL ENTITLE THE UNDERSIGNED TO ENTER INTO SUCH ASSIGNMENT OR SUBLEASE WITHOUT YOUR CONSENT.” Tenant specifically acknowledges and agrees that neither Tenant’s initial Assignment Notice nor the second notice
shall be deemed to have been delivered to Landlord unless copies of both of the same are sent to any Holder (as defined in Section 27), if any, as to which Tenant has been notified of the name and address of the Holder at
the same time as they are sent to Landlord. If Landlord fails to respond to Tenant’s second request within 10 business days after Landlord’s receipt of such second notice and provided that any Holder, if any, received both notices as
required pursuant to the preceding sentence, Landlord shall be deemed to have approved such assignment or subletting. Notwithstanding anything to the contrary contained in this Section 22(b), under no circumstances shall
Tenant be released from any obligations under this Lease nor shall any assignment or sublease alter the primary liability of Tenant for the payment of Rent or for the performance of any other obligations to be performed by Tenant, unless Tenant is
specifically released from liability in writing by Landlord. 
 (c) Additional Conditions. As a condition to any such assignment or
subletting, whether or not Landlord’s consent is required, Landlord may require: 
 (i) that any assignee or subtenant
agree, in writing at the time of such assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which
payments will be received by Landlord without any liability except to credit such payment against those due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and assigns should this Lease be terminated for
any reason; provided, however, in no event shall Landlord or its successors or assigns be obligated to accept such attornment; and 

(ii) A list of Hazardous Materials, certified by the proposed assignee or sublessee to be true and correct, which the proposed
assignee or sublessee intends to use, store, handle, treat, generate in or release or dispose of from the Premises, together with copies of all documents relating to such use, storage, handling, treatment, generation, release or disposal of
Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to the proposed assignment or subletting, including, without limitation: permits; approvals; reports and correspondence; storage and management plans;
plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given its written consent to do so, which consent may be withheld in
Landlord’s sole and absolute discretion); and all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any
such tanks. Neither Tenant nor any such proposed assignee or subtenant is required, however, to provide Landlord with any portion(s) of the such documents containing information of a proprietary nature which, in and of themselves, do not contain a
reference to any Hazardous Materials or hazardous activities. 
 (d) No Release of Tenant, Sharing of Excess Rents. Notwithstanding
any assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease shall at all times 

  
 19 













 
remain fully and primarily responsible and liable for the payment of Rent and for compliance with all of Tenant’s other obligations under this Lease. If the Rent due and payable by a
sublessee or assignee (or a combination of the rental payable under. such sublease or assignment plus any bonus or other consideration therefor or incident thereto in any form) exceeds the sum of the rental payable under this Lease, (excluding
however, any Rent payable under this Section) and actual and reasonable brokerage fees, legal costs and any design or construction fees and other lease concessions directly related to and required .pursuant to the terms of any such sublease)
(“Excess Rent”), then Tenant shall be bound and obligated to pay Landlord as Additional Rent hereunder 50% of such Excess Rent within 10 days following receipt thereof by Tenant. if Tenant shall sublet the Premises or any part
thereof, Tenant hereby immediately and irrevocably assigns to Landlord, as security for Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application, may collect such rent and apply it toward Tenant’s obligations under this Lease; except that, until the
occurrence of a Default, Tenant shall have the right to collect such rent. 
 (e) No Waiver. The consent by Landlord to an assignment
or subletting shall not relieve Tenant or any assignees of this Lease or any sublessees of the Premises from obtaining the consent of Landlord to any further assignment or subletting nor shall it release Tenant or any assignee or sublessee of Tenant
from full and primary liability under the Lease. The acceptance of Rent hereunder, or the acceptance of performance of any other term, covenant, or condition thereof, from any other person or entity shall not be deemed to be a waiver of any of the
provisions of this Lease or a consent to any subletting, assignment or other transfer of the Premises. 
 23. Estoppel Certificate.
Tenant shall, within 10 business days of written notice from Landlord, execute, acknowledge and deliver a statement in writing in any form reasonably requested by a proposed lender or purchaser, (i) certifying that this Lease is unmodified and
in full force and effect (or, if modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advance, if any,
(ii) acknowledging that there are not any uncured defaults on the part of Landlord hereunder, or specifying such defaults if any are claimed, and (iii) setting forth such further information with respect to the status of this Lease or the
Premises as may be requested thereon. Any such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of the real property of which the Premises are a part. Tenant’s failure to deliver such statement
within such time shall, at the option of Landlord, constitute a Default under this Lease, and, in any event, shall be conclusive upon Tenant that the Lease is in full force and effect and without modification except as may be represented by Landlord
in any certificate prepared by Landlord and delivered to Tenant for execution. Upon request by Tenant, Landlord will similarly execute an estoppel certificate: (i) certifying that this Lease is unmodified and in full force and effect (or, if
modified, stating the nature of such modification and certifying that this Lease as so modified is in full force and effect) and the dates to which the rental and other charges are paid in advanced, if any, (ii) acknowledging that there are
not, to Landlord’s knowledge, any uncured defaults on the part of Tenant hereunder, or specifying such defaults if any are claimed and (iii) setting forth such further information with respect to the status of this Lease or the Premises as
may be reasonably requested thereon. Any such statement delivered by Landlord may be relied upon by Tenant, or any actual or proposed assignee or subtenant of Tenant or any actual or proposed lender to Tenant. 

24. Quiet Enjoyment. So long as Tenant shall perform all of the covenants and agreements herein required to be performed by Tenant,
Tenant shall, subject to the terms of this Lease, at all times during the Term, have peaceful and quiet enjoyment of the Premises against any person claiming by, through or under Landlord. 

25. Prorations. All prorations required or permitted to be made hereunder shall be made on the basis of a 360 day year and 30 day
months. 
 26. Rules and Regulations. Tenant shall, at all times during the Term and any extension thereof, comply with all reasonable
rules and regulations at any time or from time to time established by Landlord covering use of the Premises and the Project. The current rules and regulations are attached 

  
 20 













 
hereto as Exhibit E. If there is any conflict between said rules and regulations and other provisions of this Lease, the terms and provisions of this Lease shall control. Landlord shall
not have any liability or obligation for the breach of any rules or regulations by other tenants in the Project and shall not enforce such rules and regulations in a discriminatory manner. 

27. Subordination. This Lease and Tenant’s interest and rights hereunder are hereby made and shall be subject and subordinate at
all times to the lien of any Mortgage now existing or hereafter created on or against the Project or the Premises, and all amendments, restatements, renewals, modifications, consolidations, refinancing, assignments and extensions thereof, without
the necessity of any further instrument or act on the part of Tenant; provided, however that so long as there is no Default hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such
Mortgage. Tenant agrees upon demand to execute, acknowledge and deliver such instruments, confirming such subordination, and such instruments of attornment as shall be requested by any such Holder, provided any such instruments contain appropriate non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in Section 24 hereof. Notwithstanding the foregoing, any such Holder may at any time
subordinate its Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution, delivery or recording and
in that event such Holder shall have the same rights with respect to this Lease as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage and had been assigned to such Holder. The term
“Mortgage” whenever used in this Lease shall be deemed to include deeds of trust, security assignments and any other encumbrances, and any reference to the “Holder” of a Mortgage shall be deemed to include the
beneficiary under a deed of trust. 
 Landlord represents and warrants that, as of the date of this Lease, there is no existing Mortgage
with a lien upon the Project. Notwithstanding anything to the contrary set forth in this Section 27, Tenant’s obligation to subordinate to any Mortgage shall be subject to receipt by Tenant of a commercially reasonable
form of non-disturbance and attornment agreement executed by the Holder of such Mortgage providing that so long as Tenant is not in Default of its obligations under this Lease, foreclosure or other enforcement
of such Mortgage shall not terminate this Lease and the successor to Landlord’s interest in the Project shall recognize this Lease and Tenant’s right to possession of the Premises. 

28. Surrender. Upon the expiration of the Term or earlier termination of Tenant’s right of possession, Tenant shall surrender the
Premises to Landlord in the same condition as received, subject to any Alterations or Installations permitted by Landlord to remain in the Premises, free of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or
released or disposed of from, the Premises by any person other than a Landlord Party (collectively, “Tenant HazMat Operations”) and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear and casualty
loss and condemnation covered by Sections 18 and 19 excepted. At least 2 months prior to the surrender of the Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by any Governmental
Authority) to be taken by Tenant in order to surrender the Premises (including any Installations permitted by Landlord to remain in the Premises) at the expiration or earlier termination of the Term, free from any residual impact from the Tenant
HazMat Operations and otherwise released for unrestricted use and occupancy (the “Surrender Plan”). Such Surrender Plan shall be accompanied by a current listing of (i) all Hazardous. Materials licenses and permits held by or
on behalf of any Tenant Party with respect to the Premises, and (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the Premises, and shall be subject to the review and approval of
Landlord’s environmental consultant. In connection with the review and approval of the Surrender Plan, upon the request of Landlord; Tenant shall deliver to Landlord or its consultant such additional
non-proprietary information concerning Tenant HazMat Operations as Landlord shall reasonably request. On or before such surrender, Tenant shall deliver to Landlord evidence that the approved Surrender Plan
shall have been satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and perform such additional
procedures as may be deemed reasonably necessary to confirm that the Premises are, as of the effective date of such surrender or early termination of the Lease, free from any residual impact from Tenant HazMat Operations. Tenant shall reimburse
Landlord, as Additional Rent, for the actual out-of pocket expense incurred by Landlord for Landlord’s environmental consultant to review and approve the Surrender


  
 21 













 
Plan and to visit the Premises and verify satisfactory completion of the same, which cost shall not exceed $1,000. Landlord shall have the unrestricted right to deliver such Surrender Plan and
any report by Landlord’s environmental consultant with respect to the surrender of the Premises to third parties. 
 If Tenant shall
fail to prepare or submit a Surrender Plan approved by Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not approved by Landlord, shall fail to adequately address any residual effect of
Tenant HazMat Operations in, on or about the Premises, Landlord shall have the right to take such actions as Landlord may deem reasonable or appropriate to assure that the Premises and the Project are surrendered free from any residual impact from
Tenant HazMat Operations, the reasonable cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to the limitation set forth in the first paragraph of this Section 28. 

Tenant shall immediately return to Landlord all keys and/or access cards to parking, the Project, restrooms or all or any portion of the
Premises furnished to or otherwise procured by Tenant. If any such access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, either the cost of replacing such lost access card or key or the cost of reprogramming the
access security system in which such access card was used or changing the lock or locks opened by such lost key. Any Tenant’s Property, Alterations and property not so removed by Tenant as permitted or required herein shall be deemed abandoned
and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant waives all claims against Landlord for any damages resulting from Landlord’s retention and/or disposition of such property. All obligations of Tenant
hereunder not fully performed as of the termination of the Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration or earlier termination of the Term, including, without limitation,
indemnity obligations, payment obligations with respect to Rent and obligations concerning the condition and repair of the Promises. 
 29.
Waiver of Jury Trial. TENANT AND LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE, BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY
OTHER INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS RELATED HERETO. 
 30.
Environmental Requirements. 
 (a) Prohibition/Compliance/Indemnity. Tenant shall not cause or permit any Hazardous Materials
(as hereinafter defined) to be brought upon, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises or the Project in violation of applicable Environmental Requirements (as hereinafter defined) by
Tenant or any Tenant Party. If Tenant breaches the obligation stated in the preceding sentence, or if the presence of Hazardous Materials in the Premises during the Term or any holding over results in contamination of the Premises, the Project or
any adjacent property or if contamination of the Premises, the Project or any adjacent property by Hazardous Materials brought into, kept, used, stored, handled, treated, generated in or about, or released or disposed of from, the Premises by anyone
other than Landlord and Landlord’s employees, agents and contractors otherwise occurs during the Term or any holding over, Tenant hereby indemnities and shall defend and hold Landlord, its officers, directors, employees, agents and contractors
harmless from any and all actions (including, without limitation, remedial or enforcement actions of any kind, administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom), costs, claims, damages (including,
without limitation, punitive damages and damages based upon diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or any portion of the Project), expenses (including, without limitation,
attorneys’, consultants’ and experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or other civil, administrative or criminal penalties, injunctive or other relief (whether or not
based upon personal injury, property damage, or contamination of, or adverse effects upon, the environment, water tables or natural resources), liabilities or losses (collectively, “Environmental Claims”) which arise during or after
the Term as a result of such contamination. This indemnification of Landlord by Tenant includes, without limitation, costs incurred in connection with any investigation of site conditions or any cleanup, treatment, remedial, removal, or restoration
work required by any federal, state or local Governmental Authority because of Hazardous Materials present in the air, soil or ground water 

  
 22 













 
above, on, or under the Premises. Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises, the Building, the Project or any adjacent property caused or
permitted by Tenant or any Tenant Party results in any contamination of the Premises, the Building, the Project or any adjacent property, Tenant shall promptly take all actions at its sole expense and in accordance with applicable Environmental
Requirements as are necessary to return the Premises, the Building, the Project or any adjacent property to the condition existing prior to the time of such contamination, provided that Landlord’s approval of such action shall first be
obtained, which approval shall not unreasonably be withheld so long as such actions would not potentially have any material adverse long-term or short-term effect on the Premises, the Building or the Project. 

(b) Business. Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using
the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all then applicable Environmental
Requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to
be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling,
treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List upon request from Landlord but in no
event more than once a year unless requested by any Holder in which case Tenant shall deliver an updated Hazardous Materials List promptly following the request from such Holder. Tenant shall deliver to Landlord true and correct copies of the
following documents (the “Haz Mat Documents”) relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement Date, or if unavailable at that time, concurrent with
the receipt from or submission to a Governmental Authority: permits; approvals; reports and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the installation of any storage tanks to be
installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); all closure
plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan (to the extent surrender in
accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however, to provide Landlord with any portion(s) of the Haz Mat Documents containing information of a proprietary nature which, in and
of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section to provide Landlord with information which could be detrimental to Tenant’s business should such information
become possessed by Tenant’s competitors. Landlord acknowledges that Tenant will have on the Premises biological hazardous materials, solvents, radioisotopes and other chemicals used in Tenant’s business and fuel for Tenant’s
emergency generator. 
 (c) Tenant Representation and Warranty. Tenant hereby represents and warrants to Landlord that
(i) neither Tenant nor any of its legal predecessors has been required by any prior landlord, lender or Governmental Authority at any time to take remedial action in connection with Hazardous Materials contaminating a property which
contamination was permitted by Tenant or such predecessor or resulted from Tenant’s or such predecessor’s action or use of the property in question, and (ii) Tenant is not subject to any enforcement order issued by any Governmental
Authority in connection with the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a required reporting to any Governmental Authority).

 (d) Testing. Landlord shall have the right to conduct annual tests of the Premises to determine whether any contamination of the
Premises or the Project has occurred as a result of Tenant’s use. Tenant shall be required to pay the cost of such annual test of the Premises if it is determined that Tenant or any Tenant Party has contaminated the Premises or Project;
provided, however, that if Tenant conducts its own tests of the Premises using third party contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord shall accept such tests in lieu of the annual tests to
be paid for by Tenant. 

  
 23 













 
In addition, at any time, and from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to conduct appropriate tests of the Premises and the
Project to determine if contamination has occurred as a result of Tenant’s use of the Premises. In connection with such testing, upon the request of Landlord, Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of Hazardous Materials in or about the Premises by Tenant or any Tenant Party. If contamination has occurred for which Tenant is liable under this
Section 30, Tenant shall pay all costs to conduct such tests. If no such contamination is found, Landlord shall pay the costs of such tests (which shall not constitute an Operating Expense). Landlord shall provide Tenant
with a copy of all third party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the Term without representation or warranty and subject to a confidentiality
agreement. Tenant shall, at its sole cost and expense; promptly and satisfactorily remediate any environmental conditions identified by such testing in accordance with all Environmental Requirements. Landlord’s receipt of or satisfaction with
any environmental assessment in no way waives any rights which Landlord may have against Tenant. 
 (e) Underground Tanks. If
underground or other storage tanks storing Hazardous Materials located on the Premises or the Project are used by Tenant or are hereafter placed on the Premises or the Project by Tenant, Tenant shall install, use, monitor, operate, maintain, upgrade
and manage such storage tanks, maintain appropriate records, obtain and maintain appropriate insurance, implement reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other actions necessary or
required under applicable state and federal Legal Requirements, as such now exists or may hereafter be adopted or amended in connection with the installation, use, maintenance, management, operation, upgrading and closure of such storage tanks.
Landlord acknowledges that Tenant will maintain on the Premises a fuel tank for its generator. 
 (f) Tenant’s Obligations.
Tenant’s obligations under this Section 30 shall survive the expiration or earlier termination of the Lease. During any period of time after the expiration or earlier termination of this Lease required by Tenant or
Landlord to complete the removal from the Premises of any Hazardous Materials (including, without limitation, the release and termination of any licenses or permits restricting the use of the Premises and the completion of the approved Surrender
Plan), Tenant shall continue to pay the full Rent in accordance with this Lease for any portion of the Premises which cannot be relet by Landlord in Landlord’s reasonable discretion due to such work of removal, which Rent shall be prorated
daily. 
 (g) Definitions. As used herein, the term “Environmental Requirements” means all applicable present and
future statutes, regulations, ordinances, rules, codes, judgments, orders or other similar enactments of any Governmental Authority regulating or relating to health, safety, or environmental conditions on, under, or about the Premises or the
Project, or the environment, including without limitation. the following: the Comprehensive Environmental Response, Compensation and Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto, and any
regulations or policies promulgated or issued thereunder. As used herein, the term “Hazardous Materials” means and includes any substance, material, waste, pollutant, or contaminant listed or defined as hazardous or toxic, or
regulated by reason of its impact or potential impact on humans, animals and/or the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or any fraction thereof, natural gas liquids, liquefied natural gas, or
synthetic gas usable for fuel (or mixtures of natural gas and such synthetic gas). As defined in Environmental Requirements, Tenant is and shall be deemed to be the “operator” of Tenant’s “facility” and the
“owner” of all Hazardous Materials brought on the Premises by Tenant or any Tenant Party, and the wastes, by-products, or residues generated, resulting, or produced therefrom. 

31. Tenant’s Remedies/Limitation of Liability. Landlord shall not be in default hereunder unless Landlord fails to perform any of
its obligations hereunder within 15 business days after written notice from Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a period of time in excess of 15 business days, then, so long as
Landlord commences and diligently pursues such cure, after such period of time as is reasonably necessary). Upon any default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage covering the Premises and
to any landlord of any lease of property in or on which the Premises are located and Tenant shall offer 

  
 24 













 
such Holder and/or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Project by power of sale or a judicial action if such should prove necessary
to effect a cure; provided Landlord shall have furnished to Tenant in writing the names and addresses of all such persons who are to receive such notices. All obligations of Landlord hereunder shall be construed as covenants, not conditions;
and, except as may be otherwise expressly provided in this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder. 

Notwithstanding the foregoing, if any claimed Landlord default hereunder will immediately, materially and adversely affect Tenant’s
ability to conduct its business in the Premises (a “Material. Landlord Default”), Tenant shall, as soon as reasonably possible, but in any event within 2 business days of obtaining knowledge of such claimed Material Landlord
Default, give Landlord written notice of such claim which notice shall specifically state that a Material Landlord Default exists and telephonic notice to Tenant’s principal contact with Landlord. Landlord shall then have 2 business days to
commence cure of such claimed Material Landlord Default and shall diligently prosecute such cure to completion. If such claimed Material Landlord Default is not a default by Landlord hereunder, or if Tenant failed to give Landlord the notice
required hereunder within 2 business days of learning of the conditions giving rise to the claimed Material Landlord Default, Landlord shall be entitled to recover from Tenant, as Additional Rent, any costs incurred by Landlord in connection with
such cure in excess of the costs, if any, that Landlord would otherwise have been liable to pay hereunder. If Landlord fails to commence cure of any claimed Material Landlord Default as provided above, Tenant may commence and prosecute such cure to
completion, and shall be entitled to recover the costs of such cure (but not any consequential or other damages) from Landlord by way of reimbursement from Landlord with no right to offset against Rent, to the extent of Landlord’s obligation to
cure such claimed Material Landlord Default hereunder, subject to the limitations set forth in the immediately preceding sentence of this paragraph and the other provisions of this Lease. Notwithstanding anything to the contrary contained herein, if
(i) Landlord fails to reimburse Tenant for any sums owed by Landlord to Tenant pursuant to this paragraph, (ii) Tenant obtains a judgment against Landlord for such sums, and (iii) Landlord fails to pay to Tenant the amount of the
judgment, Tenant shall be entitled to offset the amount of the judgment against Rent until the judgment has been paid in full. 
 All
obligations of Landlord under this Lease will be binding upon Landlord only during the period of its ownership of the Premises and not thereafter. The term “Landlord” in this Lease shall mean only the owner for the time being of the
Premises. Upon the transfer by such owner of its interest in the Premises, such owner shall thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such obligations shall be binding during the Term upon each
new owner for the duration of such owner’s ownership. 
 32. Inspection and Access. Landlord and its agents, representatives, and
contractors may enter the Premises at any reasonable time to inspect the Premises and to make such repairs as may be required or permitted pursuant to this Lease and for any other business purpose. Landlord and Landlord’s representatives may
enter the Premises during- business hours on not less than 48 hours advance written notice (except in the case of emergencies in which case no such notice shall be required and such entry may be at any time) for the purpose of effecting any such
repairs, inspecting ‘the Premises, showing the Premises to prospective purchasers and, during the last year of the Term, to prospective tenants or for any other business purpose. Notwithstanding the foregoing, the access rights of Landlord and
its representatives to the vivarium portion of the Premises shall be limited to access necessary to prevent injury to persons or property, to protect and maintain the Building, and to fulfill Landlord’s obligations under this Lease, and in each
case Landlord shall be escorted by Tenant or a representative of Tenant; provided, however, that in the case of an emergency Landlord may access such areas without a Tenant escort if Landlord has made reasonable efforts under the circumstances to
obtain such an escort. Landlord shall use reasonable efforts to minimize interruption of Tenant’s business operations during any entries by Landlord in the Premises, Landlord may erect a suitable sign on the Premises stating the Premises are
available to let or that the Project is available for sale. Landlord may grant easements, make public dedications, designate Common Areas and create restrictions on or about the Premises, provided that no such easement, dedication,
designation or restriction materially, adversely affects Tenant’s use or occupancy of the Premises for the Permitted Use. At Landlord’s request, Tenant shall execute such instruments as may be necessary for such easements, dedications or
restrictions. Tenant shall at all times, 

  
 25 













 
except in the case of emergencies, have the right to escort Landlord or its agents, representatives, contractors or guests while the same are in the Premises, provided such escort does not
materially and adversely affect Landlord’s access rights hereunder. 
 33. Security. Tenant acknowledges and agrees that security
devices and services, if any, while intended to deter .crime may not in given instances prevent theft or other criminal acts and that Landlord is not providing any security services with respect to the Premises. Tenant agrees that Landlord shall not
be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry into the Premises or any other breach of security
with respect to the Premises. Tenant shall be solely responsible for the personal safety of Tenant’s officers, employees, agents, contractors, guests and invitees while any such person is in, on or about the Premises and/or the Project. Tenant
shall at Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal acts. Tenant may, at Tenant’s sole cost, install security devices in or on the Premises subject to the reasonable approval of
Landlord 
 34. Force Majeure. Except for the payment of Rent, neither party shall be held responsible for delays in the performance
of its obligations hereunder when caused by strikes, lockouts, labor disputes, weather, natural disasters, inability to obtain labor or materials or reasonable substitutes therefor, governmental restrictions, governmental regulations, governmental
controls, delay in issuance of permits, enemy or hostile governmental action, civil commotion, fire or other casualty, and other causes beyond the reasonable control of such party (“Force Majeure”). 

35. Brokers, Entire Agreement, Amendment. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent
or other person (collectively, “Broker”) in connection with this transaction and that no Broker brought about this transaction, other than Colliers International and CB Richard Ellis, Inc. Landlord and Tenant each hereby agree to
indemnify and hold the other harmless from and against any claims by any Broker, other than the broker, if any named in this Section 35, claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as
applicable, with regard to this leasing transaction. Landlord shall be responsible for paying the commissions due Colliers International and CB Richard, Ellis, Inc., with respect to this Lease subject to the terms of written agreements between
Landlord and such parties. 
 36. Limitation on Landlord’s Liability. NOTWITHSTANDING ANYTHING SET FORTH HEREIN OR IN ANY OTHER
AGREEMENT BETWEEN LANDLORD AND TENANT TO THE CONTRARY: (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR (AND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) LOSS, DAMAGE OR INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO:
TENANT’S PERSONAL PROPERTY OF EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES, EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC,
BUSINESS, ACCOUNTING AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL BE NO PERSONAL RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE
PREMISES OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S INTEREST IN THE
PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT SHALL ANY PERSONAL LIABILITY BE ASSERTED
AGAINST LANDLORD IN CONNECTION WITH THIS LEASE NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS. UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF
LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM. 

  
 26 













 37. Severability. If any clause or provision of this Lease is illegal, invalid or
unenforceable under present or future laws, then and in that event, it is the intention of the parties hereto that the remainder of this Lease shall not be affected thereby. It is also the intention of the parties to this Lease that in lieu of each
clause or provision of this Lease that is illegal, invalid or unenforceable, there be added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or unenforceable clause or provision as shall be legal, valid
and enforceable. 
 38. Signs; Exterior Appearance. Tenant shall not, without the prior written consent of Landlord, which may be
granted or withheld in Landlord’s sole discretion: (I) attach any awnings, exterior lights, decorations, balloons, flags, pennants, banners, painting or other projection to any outside wall of the Project, (ii) use any curtains,
blinds, shades or screens other than Landlord’s standard window coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv) place any bottles, parcels, or other articles on the window sills,
(v) place any equipment, furniture or other items of personal property on any exterior balcony, or (vi) paint, affix or exhibit on any part of the Premises or the Project any signs, notices, window or door lettering, placards, decorations,
or advertising media of any type which can be viewed from the exterior of the Premises. The address of the Building shall be prominently displayed on the exterior thereof. 

Landlord shall provide a monument sign at the Project on which Tenant shall have the right to display Tenant’s name
(“Tenant’s Sign”). Tenant acknowledges and agrees that Tenant’s Sign shall be required to conform to Landlord overall signage plan for the Project which is currently being developed and all Legal Requirements applicable to
the Project. 
 39. Right to Lease Space in Phase 3 Building. 

(a) Expansion in the Phase 3 Building. During the Term, Tenant shall have the right, but not the obligation, to lease any Available
Space in the Phase 3 Building (the “Expansion Right”) upon the terms and conditions in this Section. If there is any Available Space in the Phase 3 Building, Landlord shall, so long as Tenant’s rights hereunder are preserved,
deliver to Tenant written notice (the “Expansion Notice”) of such Available Space, together with the terms and conditions on which Landlord is prepared to lease Tenant such Available Space. Tenant shall have 10 business days
following delivery of the Expansion Notice to deliver to Landlord written notification of Tenant’s exercise of the Expansion Right. Provided that no right to lease the Available Space is exercised by any party with superior rights, Tenant shall
be entitled to lease such Available Space upon the terms and conditions set forth in the Expansion Notice. For purposes of this Section 39(a), (i) “Phase 3 Building” shall mean the building containing
approximately 74,000 rentable square feet to be constructed by Landlord on the corner of Science Park and North Torrey Pines Road, La Jolla, California, and (ii) “Available Space” shall mean any space in the Phase 3 Building which
is not occupied by a tenant or which is occupied by a tenant whose lease is expiring within 6 months or less and such tenant does not wish to renew (whether or not such tenant has a right to renew) its occupancy of such space. 

(b) Amended Lease. If: (i) Tenant fails to timely deliver notice accepting the terms of an Expansion Notice, or (ii) after the
expiration of a period of 30 days from the date Tenant gives notice accepting Landlord’s offer to lease such Available Space, no lease amendment or lease agreement for the Available Space on terms which are consistent with those set forth in
the Expansion Notice has been executed, Tenant shall be deemed to have waived its right to lease such Available Space. 
 (c)
Exceptions. Notwithstanding the above, the Expansion Right shall not be in effect and may not be exercised by Tenant: 

(i) during any period of time that Tenant is in Default under any provision of the Lease beyond any applicable notice and cure
period; or 
 (ii) if Tenant has been in Default under any provision of the Lease 3 or more times, whether or not the
Defaults are cured, during the 12 month period prior to the date on which Tenant seeks to exercise the Expansion Right. 

  
 27 













 (d) Termination. The Expansion Right shall terminate and be of no further force or
effect even, after Tenant’s due and timely exercise of the Expansion Right, if, after such exercise, but prior to the commencement date of the lease of such Available Space, (i) Tenant fails to timely cure any default by Tenant under the
Lease; or (ii) Tenant has Defaulted 3 or more times during the period from the date of the exercise of the Expansion Right to the date of the commencement of the lease of the Available Space, whether or not such Defaults are cured. 

In addition, the Expansion Right shall terminate and be of no further force or effect if the Lease terminates for any reason, Tenant vacates
the Premises or, if for any reason, Landlord no longer owns the Building or the Phase 3 Building. 
 (e) Subordinate. Tenant’s
rights in connection with the Expansion Right are and shall be subject to and subordinate to any rights which Landlord has previously granted to Biogen-Idec Inc. and may grant now or hereafter to The Burnham Institute to lease the Available. Space.

 (f) Rights Personal. The Expansion Right is personal to Tenant and is not assignable without Landlord’s consent, which may be
granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of this
Lease. 
 (g) No Extensions. The period of time within which the Expansion Right may be exercised shall not be extended or enlarged by
reason of Tenant’s inability to exercise the Expansion Right. 
 40. Right of First Refusal to Lease Additional Space in
Building. 
 (a) Expansion in the Building. Each time during the Term that Landlord receives a written offer which is acceptable
to Landlord or makes a written offer (the “Pending Deal”) to lease all or any portion the Available Building Space (as hereinafter defined) to any third party, Landlord shall deliver to Tenant written notice (the “Pending
Deal Notice”) of the existence of such Pending. Deal; provided, however, that nothing contained herein shall obligate Landlord to deliver more than 1 Pending Deal Notice if more than 1 offer is received from or made to the same third party.
Within 7 business days after Tenant’s receipt of the Pending Deal Notice, Tenant shall deliver to Landlord written notice (the “Space Acceptance Notice”) if Tenant elects to lease the Available Building Space. Tenant’s
right to receive the Pending Deal Notice and election to lease or not lease the Available Building Space pursuant to this Section 40 is hereinafter referred to as the “Right of First Refusal.” If Tenant
elects to lease the Available Building Space by delivering the Space Acceptance Notice within the required 7 business day period, Tenant shall be deemed to agree to lease all of the Available Building Space described in the Pending Deal Notice but
on the same terms and conditions of this Lease except: (a) that the Premises demised under the Lease shall be increased to include the rentable square feet of the Available Building Space; (b) Tenant’s Share of Operating Expenses
shall be increased based upon the addition of the Available Building Space to the Premises; and (c) Tenant shall not be entitled to any TI Allowance or Vivarium Allowance with respect to the Available Building Space. Tenant’s failure to
deliver a Space Acceptance Notice to Landlord within the required 7 business day period shall be deemed to be an election by Tenant not to exercise Tenant’s right to lease the Available Building Space and Landlord shall have the right to lease
the Available Building Space to any third party and on any terms and conditions acceptable to Landlord. For purposes of this Section 40(a), “Available Building Space” shall mean any other space in the
Building. 
 (b) Amended Lease. If Tenant elects to exercise Tenant’s right to lease the Available Building Space in the manner
and timeframe required in Section 40(a), Landlord and Tenant shall enter into an amendment to the Lease confirming the terms and conditions upon which Tenant is leasing the Available Building Space. If, after the expiration
of a period of 5 business days from the date Tenant delivers the Space Acceptance Notice, no lease amendment or lease agreement for the Available Building Space has been executed, and Landlord tenders to Tenant an amendment to this Lease setting
forth the terms for the rental of the Available Building Space consistent with those set forth herein and Tenant fails to execute such Lease amendment within 3 business days following such tender, Tenant shall be deemed to have waived its right to
lease such Available Building Space. 

  
 28 













 (c) Exceptions. Notwithstanding the above, the Right of First Refusal shall not be in
effect and may not be exercised by Tenant: 
 (i) during any period of time that Tenant is in Default under any provision of
the Lease beyond any applicable notice and cure period; or 
 (ii) if Tenant has been in Default under any provision of the
Lease 3 or more times, whether or not the Defaults are cured, during the 12 month period prior to the date on which Tenant seeks to exercise the Right of First Refusal. 

(d) Termination. The Right of First Refusal shall terminate and be of no further force or effect even after Tenant’s due and timely
exercise of the Right of First Refusal, if, after such exercise, but prior to the commencement date of the lease of such Available Building Space, (i) Tenant fails to timely cure any default by Tenant under the Lease; or (ii) Tenant has
Defaulted 3 or more times during the period from the date of the exercise of the Right of First Refusal to the date of the commencement of the lease of the Available Building Space, whether or not such Defaults are cured. 

(e) Rights Personal. The Right of First Refusal is personal to Tenant and is not assignable without Landlord’s consent, which may
be granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of this
Lease. 
 (f) No Extensions. The period of time within which the Right of First Refusal may be exercised shall not be extended or
enlarged by reason of Tenant’s inability to exercise the Right of First Refusal. 
 41. Right to Extend Term. Tenant shall have
the right to extend the Term of the Lease upon the following terms and conditions: 
 (a) Extension Right. Tenant shall have 1 right
(the “Extension Right”) to extend the term of this Lease for 5 years (the “Extension Term”) on the same terms and conditions as this Lease (other than Base Rent) by giving Landlord written notice of its election to
exercise the Extension Right at least 12 months prior to the expiration of the Base Term of the Lease. 
 Upon the commencement of the
Extension Term, Base Rent shall be payable at the Market Rate (as defined below). Base Rent shall thereafter be adjusted on each annual anniversary of the commencement of the Extension Term by a percentage as determined by Landlord and agreed to by
Tenant at the time the Market Rate is determined. As used herein, “Market Rate” shall mean the then market rental rate as determined by Landlord and agreed to by Tenant, which shall in no event be less than the Base Rent payable as
of the date immediately preceding the commencement of the Extension Term increased by the Rent Adjustment Percentage multiplied by such Base Rent. 

If, on or before the date which is 120 days prior to the expiration of the Base Term of this Lease, Tenant has not agreed with Landlord’s
determination of the Market Rate and the rent escalations during the Extension Term after negotiating in good faith, Tenant shall be deemed to have elected arbitration as described in Section 41(b). Tenant acknowledges and
agrees that, if Tenant has elected to exercise the Extension Right by delivering notice to Landlord as required in this Section 41(a), Tenant shall have no right thereafter to rescind or elect not to extend the term of the
Lease for the Extension Term. 
 (b) Arbitration. 

(i) Within 10 days of Tenant’s notice to Landlord of its election or deemed election to arbitrate Market Rate and
escalations, each party shall deliver to the other a proposal containing the Market Rate and escalations that the submitting party believes to be correct (“Extension Proposal”). If either party fails to timely submit an Extension
Proposal, the other party’s submitted proposal shall determine the Base Rent and escalations for the Extension Term. If both parties 

  
 29 













 
submit Extension Proposals, then Landlord and Tenant shall meet within 7 days after delivery of the last Extension Proposal and make a good faith attempt to mutually appoint a single Arbitrator
(as defined below) to determine the Market Rate and escalations. If Landlord and Tenant are unable to agree upon a single Arbitrator, then each shall, by written notice delivered to the other within 10 days after the meeting, select an Arbitrator.
If either party fails to timely give notice of its selection for an Arbitrator, the other party’s selected arbitrator shall determine the Base Rent for the Extension Term. The 2 Arbitrators so appointed shall, within 5 business days after their
appointment, appoint a third Arbitrator. If the 2 Arbitrators so selected cannot agree on the selection of the third Arbitrator within the time above specified, or if neither party selects an arbitrator, then either party, on behalf of both parties,
may request such appointment of such third Arbitrator by application to any state court of general jurisdiction in the jurisdiction in which the Premises are located, upon 10 days prior written notice to the other party of such intent. 

(ii) The decision of the Arbitrator(s) shall be made within 30 days after the appointment of a single Arbitrator or the third
Arbitrator, as applicable. The decision of the single Arbitrator shall be final and binding upon the parties. The average of the two closest Arbitrators in a three Arbitrator panel shall be final and binding upon the parties. Each party shall pay
the fees and expenses of the Arbitrator appointed by or on behalf of such party and the fees and expenses of the third Arbitrator shall be borne equally by both parties. If the Market Rate and escalations are not determined by the first day of the
Extension Term, then Tenant shall pay Landlord Base Rent in an amount equal to the Base Rent in effect immediately prior to the Extension Term and increased by the Rent Adjustment Percentage until such determination is made. After the determination
of the Market Rate and escalations, the parties shall make any necessary adjustments to such payments made by Tenant. Landlord and Tenant shall then execute an amendment recognizing the Market Rate and escalations for the Extension Term. 

(iii) An “Arbitrator” shall be any person appointed by or on behalf of either party or appointed pursuant to
the provisions hereof and: (i) shall be (A) a member of the American Institute of Real Estate Appraisers with not less than 10 years of experience in the appraisal of improved office, R&D and office/laboratory real estate in the
greater San Diego metropolitan area, or (B) a licensed commercial real estate broker with not less than 15 years experience representing landlords and/or tenants in the leasing of high tech or life sciences space in the greater San Diego
metropolitan area, (ii) devoting substantially all of their time to professional appraisal or brokerage work, as applicable, at the time of appointment and (iii) be in all respects impartial and disinterested. 

(c) Rights Personal. The Extension Right is personal to Tenant and is not assignable without Landlord’s consent, which may be
granted or withheld in Landlord’s sole discretion separate and apart from any consent by Landlord to an assignment of Tenant’s interest in the Lease, except that they may be assigned in connection with any Permitted Assignment of this
Lease. 
 (d) Exceptions. Notwithstanding anything set forth above to the contrary, the Extension Right shall not be in effect and
Tenant may not exercise the Extension Right: 
 (i) during any period of time that Tenant is in Default under any provision
of this Lease beyond any applicable notice and cure period; or 
 (ii) if Tenant has been in Default under any provision of
this Lease 3 or more times, whether or not the Defaults are cured, during the 12 month period immediately prior to the date that Tenant intends to exercise the Extension Right, whether or not the Defaults are cured. 

(e) No Extensions. The period of time within which the Extension Right may be exercised shall not be extended or enlarged by reason of
Tenant’s inability to exercise the Extension Right. 
 (f) Termination. The Extension Right shall terminate and be of no further
force or effect even after Tenant’s due and timely exercise of the Extension Right, if, after such exercise, but prior to the commencement date of the Extension Term, (i) Tenant fails to timely cure any default by Tenant under this


  
 30 













 
Lease; or (ii) Tenant has Defaulted 3 or more times during the period from the date of the exercise of the Extension Right to the date of the commencement of the Extension Term, whether or
not such Defaults are cured. 
 42. Vivarium Allowance. Landlord hereby agrees to make available to Tenant an additional $22.00 per
rentable square foot of the Building (“the Vivarium Allowance”) for construction and equipment for an approximately 3,000 square foot vivarium in the Premises’ (the “Vivarium Improvements”). The Vivarium
Improvements shall be constructed pursuant to the Work Letter as part of the Tenant Improvements and shall be funded in the same manner as the Tenant Improvements and any portion of the Vivarium Allowance in excess of the cost of the Vivarium
Improvements may be used by Tenant to fund other Tenant Improvements. Tenant acknowledges and agrees that any portion of the Vivarium Allowance disbursed by Landlord in excess of $8.00 per rentable square foot of the Premises (the “TI Loan
Amount”) shall be deemed to be a loan from Landlord to Tenant on the terms and conditions set forth herein. 
 Tenant agrees to pay
to Landlord the amount necessary (“Improvement Rent”) to fully amortize the Outstanding TI Loan Amount (as hereinafter defined) over a period of 144 months at a rate of 9% per annum from the applicable Calculation Date (as
hereinafter defined). Commencing on the Rent Commencement Date, Improvement Rent shall be paid monthly on the first of each calendar month during the Term and shall be considered Rent under this Lease. Tenant’s failure to pay any such monthly
installment of Improvement Rent concurrently with Base Rent shall, after any applicable notice and cure period provided for in Section 20, constitute a Default under this Lease. Notwithstanding anything contained herein to
the contrary, upon the expiration or earlier termination of this Lease, the Outstanding TI Loan Amount together with any accrued but unpaid interest thereon, shall be immediately due and payable by Tenant to Landlord and any amount not immediately
paid by Tenant to Landlord shall be subject to all interest, penalties and other sums due Landlord for Tenant’s failure to pay Rent under this Lease. As used herein, “Outstanding TI Loan Amount” shall mean the amount of the TI
Loan Amount actually disbursed by Landlord as of each Calculation Date, less any portion thereof which has previously been amortized and repaid by Tenant pursuant to this Section 41. As used herein, “Calculation
Date” shall mean any date on which the Outstanding TI Loan Amount is calculated, Notwithstanding anything to the contrary contained herein, Tenant may, upon not less than 60 days prior written notice to Landlord, pay the then Outstanding TI
Loan Amount plus all accrued and unpaid interest thereon without penalty. 
 43. Miscellaneous. 

(a) Notices. All notices or other communications between the parties shall be in writing and shall be deemed duly given upon delivery or
refusal to accept delivery by the addressee thereof if delivered in person, or upon actual receipt if delivered by reputable overnight courier, addressed and sent to the parties at their addresses set forth above. Landlord and Tenant may from time
to time by written notice to the other designate another address for receipt of future notices. 
 (b) Joint and Several Liability. If
and when included within the term “Tenant,” as used in this instrument, there is more than one person or entity, each shall be jointly and severally liable for the obligations of Tenant. 

(c) Financial Information. Tenant shall furnish Landlord with true and complete copies of (i) Tenant’s most recent audited
annual financial statements within 120 days of the end of each of Tenant’s fiscal years during the Term and (ii) Tenant’s most recent unaudited quarterly financial statements within 45 days of the end of each of Tenant’s first
three fiscal quarters of each of Tenant’s fiscal years during the Term. All such information shall be treated by Landlord as proprietary to Tenant and confidential. Disclosure of such information shall be limited to (A) Landlord’s
officers, employees, auditors, accountants, attorneys and advisors on a need to know basis, (6) any prospective or actual lender to Landlord and (C) any prospective purchaser of the Project. In connection with any such disclosure of such
information, Landlord shall (1) advise each person to whom disclosure is made of the confidential nature of the information and (2) except for parties subject to confidentiality requirements (e.g., attorneys and accountants), obtain the
agreement of such person to keep such information confidential. 

  
 31 













 (d) Recordation. Neither this Lease nor a memorandum of lease shall be filed by or on
behalf of Tenant in any public record. Landlord may prepare and file, and upon request by Landlord Tenant will execute, a memorandum of lease. 

(e) Interpretation. The normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party
shall not be employed in the interpretation of this Lease or any exhibits or amendments hereto. Words of any gender used in this Lease shall be held and construed to include any other gender, and words in the singular number shall be held to include
the plural, unless the context otherwise requires. The captions inserted in this. Lease are for convenience only and in no way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any way affect the
interpretation of this Lease. 
 (f) Not Binding Until Executed. The submission by Landlord to Tenant of this Lease shall have no
binding force or effect, shall not constitute an option for the leasing of the Premises, nor confer any right or impose any obligations upon either party until execution of this Lease by both parties. 

(g) Limitations on Interest. It is expressly the, intent of Landlord and Tenant at all times to comply with applicable law governing the
maximum rate or amount of any interest payable on or in connection with this Lease. If applicable law is ever judicially interpreted so as to render usurious any interest called for under this Lease, or contracted for, charged, taken, reserved, or
received with respect to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would thereby be
paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the execution of any new document, so as to comply with the
applicable law, but so as to permit the recovery of the fullest amount otherwise called for hereunder. 
 (h) Choice of Law.
Construction and interpretation of this Lease shall be governed by the internal laws of the state in which the Premises are located, excluding any principles of conflicts of laws. 

(i) Time. Time is of the essence as to the performance of Tenant’s obligations under this Lease. 

(j) Incorporation by Reference. All exhibits and addenda attached hereto are hereby incorporated into this Lease and made a part hereof.
If there is any conflict between such exhibits or addenda and the terms of this Lease, such exhibits or addenda shall control. 
 (k)
Hazardous Activities. Notwithstanding any other provision of this Lease, Landlord, for itself and its employees, agents and contractors, reserves the right to refuse to perform any repairs or services in any portion of the Premises which,
pursuant to Tenant’s routine safety guidelines, practices or custom or prudent industry practices, require any form of protective clothing or equipment other than safety glasses. In any such case, Tenant shall contract with parties who are
acceptable to Landlord, in Landlord’s reasonable discretion, for all such repairs and services, and Landlord shall, to the extent required, equitably adjust Tenant’s Share of Operating Expenses in respect of such repairs or services to
reflect that Landlord is not providing such repairs or services to Tenant. 
 [Signatures on next page] 

  
 32 













 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year
first above written. 
  

			
	TENANT:
	
	AMBRX, INC.,
	a Delaware corporation
		
	By: 	 	 /s/ Tiecheng Qiao

	Its:	 	Chief Business Officer
	
	LANDLORD:
	
	ARE-10933 NORTH TORREY PINES, LLC,
	a Delaware limited liability company


 
					
		
	By:	 	ALEXANDRIA REAL ESTATE EQUITIES, INC.,
		 	 a Maryland corporation,
 managing
member

			
		 	By:	 	 /s/ Jennifer Pappas

		 	Its:	 	V.P. & Assistant Secretary



  
 33 













 EXHIBIT A TO LEASE 

PREMISES DEPICTION 

  
 34 













 



 

  
 35 













 



 

  
 36 













 EXHIBIT B TO LEASE 

DEPICTION OF PROJECT 

  
 37 













 



 

  
 38 













 EXHIBIT C TO LEASE 

[Tenant Build] 
 WORK LETTER

 THIS WORK LETTER dated March 15th, 2005 (this “Work Letter”) is made and entered into by and between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”), and is attached to and made a
part of the Lease dated March 15th, 2005 (the “Lease”), by and between Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease. 

1. General Requirements. 

(a) Tenant’s Authorized Representative. Tenant designates Cris Calsada and Jim Serbia (either such individual acting alone,
“Tenant’s Representative”) as the only persons authorized to act for Tenant pursuant to this Work Letter, Landlord shall not be obligated to respond to or act upon any request, approval, inquiry or other communication
(“Communication”) from, or on behalf of Tenant in connection with this Work Letter unless such Communication is in writing from Tenant’s Representative. Tenant may change either Tenant’s Representative at any time upon not
less than 5 business days advance written notice to Landlord. No period set forth herein for any approval of any matter by Tenant’s Representative shall be extended by reason of any change in Tenant’s Representative. Neither Tenant nor
Tenant’s Representative shall be authorized to direct Landlord’s contractors in the performance of Landlord’s Work. 
 (b)
Landlord’s Authorized Representative. Landlord designates Jeff Ryan and Vin Ciruzzi (either such individual acting alone, “Landlord’s Representative”) as the only persons authorized to act for Landlord pursuant to
this Work Letter. Tenant shall not be obligated to respond to or act upon any request, approval, inquiry or other Communication from or on behalf of Landlord in connection with this Work Letter unless such Communication is in writing from
Landlord’s Representative. Landlord may change either Landlord’s Representative at any time upon not less than 5 business days advance written notice to Tenant, No period set forth herein for any approval of any matter by Landlord’s
Representative shall be extended by reason of any change in Landlord’s Representative. Landlord’s Representative shall be the sole persons authorized to direct Landlord’s contractors in the performance of Landlord’s Work. 

(c) Architects, Consultants and Contractors. Landlord hereby approves of McFarlane Architects as the architect (the “TI
Architect”) for the Tenant Improvements and Serbia Consulting Group as the construction manager for the Tenant Improvements. Landlord and Tenant hereby acknowledge and agree that Lessee shall have the right to competitively bid the
construction of the Tenant Improvements with general contractors acceptable to Landlord. The general contractor and any subcontractors for the Tenant Improvements shall be subject to Landlord’s approval, which approval shall not be unreasonably
withheld, conditioned or delayed. Tenant acknowledges and agrees that the insurance, indemnification and lien release provisions in all contracts related to the Tenant Improvements are subject to Landlord’s review and approval. 

2. Tenant Improvements. 

(a) Tenant Improvements Defined. As used herein, “Tenant Improvements” shall mean all improvements to the Premises
desired by Tenant of a fixed and permanent nature including the Vivarium described in Section 41 of the Lease and including, but not limited to, those items listed on Schedule 1 attached hereto. Other than funding the TI
Allowance (as defined below) as provided herein, the Vivarium Allowance, Landlord’s Work and the sign monument, Landlord shall not have any obligation whatsoever with respect to the finishing of the Premises for Tenant’s use and occupancy.

 (b) Tenant’s Space Plans. Tenant shall deliver to Landlord schematic drawings and outline specifications (the “TI
Design Drawings”) detailing Tenant’s requirements for the Tenant Improvements. Not more than ten 10 business days thereafter, Landlord shall deliver to Tenant Landlord’s written 

  
 39 













 
objections, questions or comments with regard to the TI Design Drawings. Tenant shall cause the TI Design Drawings to be revised to address such written comments and shall resubmit said drawings
to Landlord for approval within 10 business days thereafter. Any Landlord objections, questions or comments must be provided within 5 business days after resubmittal. Such process shall continue until Landlord has approved the TI Design Drawings.

 (c) Working Drawings. Promptly following the approval of the TI Design Drawings by Landlord, Tenant shall cause the TI Architect to
prepare and deliver to Landlord for review and comment construction plans, specifications and drawings for the Tenant Improvements (“TI Construction Drawings”), which TI Construction Drawings shall be prepared substantially in
accordance with the TI Design Drawings. Tenant shall be solely responsible for ensuring that the TI Construction Drawings reflect Tenant’s requirements for the Tenant Improvements. Landlord shall deliver its written comments on the TI
Construction Drawings to Tenant not later than 10 business days after Landlord’s receipt of the same; provided, however, that Landlord may not disapprove any matter that is consistent with the TI Design Drawings. Tenant and the TI Architect
shall consider all such comments in good faith and shall, within 10 business days after receipt, notify Landlord how Tenant proposes to respond to such comments. Any disputes in connection with such comments shall be resolved in accordance with
Section 2(d) hereof. Provided that the design reflected in the TI Construction Drawings is consistent with the TI Design Drawings, Landlord shall approve the TI Construction Drawings submitted by Tenant. Once approved by
Landlord, subject to the provisions of Section 2(d) below, Tenant shall not materially modify the TI Construction Drawings except as may be reasonably required in connection with the issuance of the TI Permit (as defined in
Section 3(b) below). 
 (d) Approval and Completion. Upon any dispute regarding the design of the Tenant
Improvements, which is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Tenant shall make the final decision regarding the design of the Tenant Improvements, provided Tenant acts reasonably and
such final decision is either consistent with or a compromise between Landlord’s and Tenant’s positions with respect to such dispute, provided further that all costs and expenses resulting from any such decision by Tenant shall be payable
out of the TI Fund (as defined in Section 5(d) below). Any changes to the TI Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in
Section 4 hereof. 
 3. Performance of Tenant’s Work. 

(a) Definition of Tenant’s Work. As used herein, “Tenant’s Work” shall mean the work of constructing the
Tenant Improvements including an emergency generator, fuel storage tank and solvents storage shed, all as depicted on Exhibit G. 

(b) Commencement and Permitting of Tenant’s Work. Tenant shall commence construction of the Tenant Improvements upon obtaining a
building permit (the “TI Permit”) authorizing the construction of the Tenant Improvements consistent with the TI Construction Drawings approved by Landlord. The cost of obtaining the TI Permit shall be payable from the TI Fund.
Landlord shall assist Tenant in obtaining the TI Permit. 
 (c) Selection of Materials, Etc. Where more than one type of material or
structure is indicated on the TI Construction Drawings approved by Tenant and Landlord, the option will be within Tenant’s reasonable discretion. 

4. Changes. Any changes requested by Tenant to the Tenant Improvements after the delivery and approval by Landlord of the TI Design
Drawings, shall be requested and instituted in accordance with the provisions of this Section 4 and shall be subject to the written approval of Landlord, such approval not to be unreasonably withheld, conditioned or
delayed. 
 (a) Tenant’s Right to Request Changes. If Tenant shall request changes (“Changes”), Tenant shall
request such Changes by notifying Landlord in writing in substantially the same form as the AIA standard change order form (a “Change Request”), which Change Request shall detail the nature and


  
 40 













 
extent of any such Change. Such Change Request must be signed by Tenant’s Representative. Landlord shall review and approve or disapprove such Change Request within 5 business days
thereafter, provided that Landlord’s approval shall not be unreasonably withheld, conditioned or delayed. If Landlord fails to respond a Change Request, Tenant shall thereafter deliver to Landlord a second written notice concerning the same
Change Request specifying in all capital letters and boldface type on page one of such notice the following: “IF YOU FAIL TO APPROVE OR DISAPPROVE OF THE CHANGE REQUEST SET FORTH IN THIS NOTICE WITHIN 3 BUSINESS DAYS YOU SHALL BE DEEMED TO HAVE
APPROVED THE CHANGE REQUEST SET FORTH HEREIN.” If Landlord fails to respond to Tenant’s second request within 3 business days after Landlord’s receipt of such second notice, Landlord shall be deemed to have approved such Change
Request. 
 (b) Implementation of Changes. If Landlord approves such Change and Tenant deposits with Landlord any Excess TI Costs (as
defined in Section 5(d) below) required in connection with such Change, Tenant may cause the approved Change to be instituted. 

5. Costs. 
 (a) Budget
For Tenant Improvements. Before the commencement of construction of the Tenant Improvements, Tenant shall obtain a detailed breakdown, by trade, of the costs incurred or which will be incurred, in connection with the design and construction of
Tenant’s Work (the “Budget”). The Budget shall be based upon the TI Construction Drawings approved by Landlord and shall include a payment to Landlord of administrative rent (“Administrative Rent”) equal to 1%
of the TI Costs (as hereinafter defined) for monitoring and inspecting the construction of Tenant’s Work, which sum shall be payable from the TI Fund. Such Administrative Rent shall include, without limitation, all out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with, such monitoring of the construction of the Tenant
Improvements, and shall be payable out of the TI Fund. The Budget shall be subject to Landlord’s approval, which approval shall not be unreasonably withheld, conditioned or delayed. 

(b) TI Allowance. Landlord shall provide to Tenant a tenant improvement allowance (“TI Allowance”) of $145.00 per
rentable square foot of the Premises. The TI Allowance shall be disbursed in accordance with this Work Letter. Tenant shall have no right to the use or benefit (including any reduction to Base Rent) of any portion of the TI Allowance not required
for the construction of (i) the Tenant Improvements described in the TI Construction Drawings approved pursuant to Section 2(d), (ii) any Changes pursuant to Section 4 or (iii) the construction of the
Vivarium. 
 (c) Costs Includable in TI Fund. The TI Fund shall be used solely for the payment of design and construction costs in
connection with the construction of the Tenant Improvements, including, without limitation, the cost of preparing the TI Design Drawings and the TI Construction Drawings, all costs set forth in the Budget, including Landlord’s Administrative
Rent, and the cost of Changes (collectively, “TI Costs”). Notwithstanding anything to the contrary contained herein, the TI Fund shall not be used to purchase any furniture, personal property or other
non-Building System materials or equipment, including, but not be limited to, biological safety cabinets and other scientific equipment not incorporated into the Tenant Improvements. 

(d) Excess TI Costs. It is understood and agreed that Landlord is under no obligation to bear any portion of the cost of any of the
Tenant Improvements except to the extent of the TI Allowance and the Vivarium Allowance. If at any time and from time-to-time, the remaining TI Costs under the Budget
exceed the remaining unexpended T1 Allowance, Tenant shall pay, as a condition precedent to Landlord’s obligation to fund the remaining TI Allowance 100°A, of the then current TI Cost in excess of the remaining TI Allowance (“Excess
TI Costs”). Such Excess TI Costs, together with the remaining TI Allowance, is herein referred to as the “TI Fund.” Excess TI Costs shall be paid by Tenant until the Budget costs equal the remaining TI Allowance.
Notwithstanding anything to the contrary set forth in this Section 5(d), Tenant shall be fully and solely liable for TI Costs in excess of the TI Allowance. If upon Substantial Completion of the Tenant Improvements and the
payment of all sums due in connection therewith there remains any undisbursed TI Fund, Tenant shall be entitled to such undisbursed TI Fund solely to the extent of any 

  
 41 













 
Excess TI Costs paid by Tenant. Notwithstanding anything to the contrary set forth in subsections (b), (c) and this subsection (d), any portion of the Vivarium Allowance remaining after payment
of all costs to design and construct the Vivarium may be applied by Tenant to the cost of the Tenant Improvements, including Excess T1 Costs. Such application shall be made before Tenant is required to use its own funds to pay any portion of the
Excess TI Costs 
 (e) Payment for TI Costs. Landlord shall pay TI Costs once a month against an AIA Form G701 and G702 draw request
along with such certifications, lien waivers, inspection reports and other matters as Landlord customarily obtains, to the extent of Landlord’s approval thereof for payment, no later than 30 days following receipt of such draw request. Upon
completion of the Tenant Improvements, Tenant shall deliver to Landlord: (i) sworn statements setting forth the names of all contractors and subcontractors who did the work and final lien waivers from all such contractors and subcontractors;
and (ii) as built” plans for such Tenant Improvements. 
 6. Miscellaneous. 

(a) Consents. Whenever consent or approval of either party is required under this Work Letter, that party shall not unreasonably
withhold, condition or delay such consent or approval, except as may be expressly set forth herein to the contrary. 
 (b)
Modification. No modification, waiver or amendment of this Work Letter or of any of its conditions or provisions shall be binding upon Landlord or Tenant unless in writing signed by Landlord and Tenant. 

(c) Counterparts. This Work Letter may be executed in any number of counterparts but all counterparts taken together shall constitute a
single document. 
 (d) Governing Law. This Work Letter shall be governed by, construed and enforced in accordance with the internal
laws of the state in which the Premises are located, without regard to choice of law principles of such State. 
 (e) Time of the
Essence. Time is of the essence of this Work Letter and of each and all provisions thereof. 
 (f) Default. Notwithstanding
anything set forth herein or in the Lease to the contrary, Landlord shall not have any obligation to perform any work hereunder or to fund any portion of the TI Fund during any period Tenant is in Default under the Lease beyond any applicable notice
and cure period. 
 (g) Severability. If any term or provision of this Work Letter is declared invalid or unenforceable, the remainder
of this Work Letter shall not be affected by such determination and shall continue to be valid and enforceable. 
 (h) Merger. All
understandings and agreements, oral or written, heretofore made between the parties hereto and relating to Tenant’s Work are merged in this Work Letter, which alone (but inclusive of provisions of the Lease incorporated herein and the final
approved constructions drawings and specifications prepared pursuant hereto) fully and completely expresses the agreement between Landlord and Tenant with regard to the matters set forth in this Work Letter. 

(i) Entire Agreement. This Work Letter is made as a part of and pursuant to the Lease and, together with the Lease, constitutes the
entire agreement of the parties with respect to the subject matter hereof. This Work Letter is subject to all of the terms and limitation set forth in the Lease, and neither party shall have any rights or remedies under this Work Letter separate and
apart from their respective remedies pursuant to the Lease. 
 [Signatures on next page] 

  
 42 













 IN WITNESS WHEREOF, Landlord and Tenant have executed this Work Letter to be
effective on the date first above written. 
  

			
	TENANT:
	
	AMBRX, INC.,
	a Delaware corporation
		
	By:	 	 /s/ Tiecheng Qiao

	Its:	 	Chief Business Officer
	
	LANDLORD:
	
	ARE-10933 NORTH TORREY PINES, LLC,
	a Delaware limited liability company


 
					
		
	By:	 	ALEXANDRIA REAL ESTATE EQUITIES, INC.,
		 	 a Maryland corporation,
 managing
member

			
		 	By:	 	 /s/ Jennifer Pappas

		 	Its:	 	V.P. & Assistant Secretary



  
 43 













 SCHEDULE 1 

Ten (10) eight (8)-foot chemistry fume hoods. 
 House Dl
system 
 House vacuum system 
 House compressed air system 

Emergency back-up generator to support critical systems 

Glass washroom including two (2) autoclave and two (2) glass washers 

Air handling equipment and exhaust fans 

  
 44 













 EXHIBIT D TO LEASE 

ACKNOWLEDGMENT OF COMMENCEMENT DATE 

This ACKNOWLEDGMENT OF COMMENCEMENT DATE is made this ____ day of
                    , 200__, between ARE-10933 NORTH TORREY PINES, LLC, a Delaware limited
liability company (“Landlord”), and AMBRX, INC., a Delaware corporation (“Tenant”), and is attached to and made a part of the Lease dated March ____, 2005 (the “Lease”), by and between
Landlord and Tenant. Any initially capitalized terms used but not defined herein shall have the meanings given them in the Lease. 

Landlord and Tenant hereby acknowledge and agree, for all purposes of the Lease, that the Commencement Date of the Base Term of the Lease is
____________, ____________, the Rent Commencement Date is ____________, ____________, and the termination date of the Base Term of the Lease shall be midnight on ____________, ____________. 

IN WITNESS WHEREOF, Landlord and Tenant have executed this ACKNOWLEDGMENT OF COMMENCEMENT DATE to be effective on the date first above
written. 
  

			
	TENANT:
	
	AMBRX, INC.,
	a Delaware corporation
		
	By:	 	  

	Its:	 	Chief Business Officer
	
	LANDLORD:
	
	ARE-10933 NORTH TORREY PINES, LLC,
	a Delaware limited liability company


 
					
		
	By:	 	ALEXANDRIA REAL ESTATE EQUITIES, INC.,
		 	 a Maryland corporation,
 managing
member

			
		 	By:	 	  

		 	Its:	 	
                 




  
 45 













 EXHIBIT E TO LEASE 

Rules and Regulations 

1. The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or any Tenant Party, or used by them for any purpose
other than ingress and egress to and from the Premises. 
 2. Tenant shall not place any objects, including antennas, etc., in the parking
areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project. Landlord shall not unreasonably withhold its consent to a limited amount of outdoor furniture and a barbecue in a location acceptable to Landlord. 

3. Except for animals assisting the disabled, no animals shall be allowed in the offices, halls, or corridors in the Project. Nothing contained
in the preceding sentence is intended to preclude Tenant from the using the Premises for the Permitted Use. 
 4. Tenant shall not disturb
the occupants of the Project or adjoining buildings by the use of any radio or musical instrument or by the making of loud or improper noises. 

5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises, Landlord or its agent will direct the electrician
as to where and how the wires may be introduced; and, without such direction, no boring or cutting of wires will be permitted. Any such installation or connection shall be made at Tenant’s expense. 

6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical apparatus in the Premises, except as specifically
approved in the Lease. Except in connection with Permitted Use, the use of oil, gas or inflammable liquids for heating, lighting or any other purpose is expressly prohibited. Except in connection with the Permitted Use, explosives or other articles
deemed extra hazardous shall not be brought into the Project. The foregoing shall not preclude the emergency generator, fuel storage tank and solvents storage shed permitted by the Lease. 

7. Parking any type of recreational vehicles is specifically prohibited on or about the Project, Except for the overnight parking of operative
vehicles, no vehicle of any type shall be stored in the parking areas at any time. In the event that a vehicle is disabled, it shall be removed within 48 hours. There shall be no For Sale” or other advertising signs on or about any
parked vehicle. All vehicles shall be parked in the designated parking areas in conformity with all signs and other markings. All parking will be open parking (except for the reserved parking provided for in Section 10 of
the Lease), and no reserved parking, numbering or lettering of individual spaces will be permitted except as specified by Landlord. 
 8.
Tenant shall maintain the Premises free from rodents, insects and other pests. Nothing contained in the preceding sentence is intended to preclude Tenant from the using the Premises for the Permitted Use. 

9. Landlord reserves the right to exclude or expel from the Project any person who, in the judgment of Landlord, is intoxicated or under the
influence of liquor or drugs or who shall in any manner do any act in violation of the Rules and Regulations of the Project. 
 10. Tenant
shall not cause any unnecessary labor by reason of Tenant’s carelessness or indifference in the preservation of good order and cleanliness. Landlord shall not be responsible to Tenant for any loss of property on the Premises, however occurring,
or for any damage done to the effects of Tenant by the janitors or any other employee or person. 
 11. Tenant shall give Landlord prompt
notice of any defects in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any other service equipment affecting the Premises. 

  
 46 













 12. Tenant shall not permit storage outside the Premises, including without limitation,
outside storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be placed in any drainage system or sanitary system in or about the Premises. The foregoing shall not preclude the emergency generator,
fuel storage tank and solvents storage shed permitted by the Lease. 
 13. All moveable trash receptacles provided by the trash disposal firm
for the Premises must be kept in the trash enclosure areas, if any, provided for that purpose. 
 14. No auction, public or private, will be
permitted on the Premises or the Project. 
 15. No awnings shall be placed over the windows in the Premises except with the prior written
consent of Landlord. 
 16. The Premises shall not be used for lodging, sleeping or cooking or for any immoral or illegal purposes or for any
purpose other than that specified in the Lease. No gaming devices shall be operated in the Premises. 
 17. Tenant shall ascertain from
Landlord the maximum amount of electrical current which can safely be used in the Premises, taking into account the capacity of the electrical wiring in the Project and the Premises and the needs of other tenants, and shall not use more than such
safe capacity. Landlord’s consent to the installation of electric equipment shall not relieve Tenant from the obligation not to use more electricity than such safe capacity. 

18. Tenant assumes full responsibility for protecting the Premises from theft, robbery and pilferage. 

19. Tenant shall not install or operate on the Premises any machinery or mechanical devices of a nature not directly related to Tenant’s
ordinary use of the Premises and shall keep all such machinery free of vibration, noise and air waves which may be transmitted beyond the Premises. 

  
 47 













 EXHIBIT F TO LEASE 

TENANT’S PERSONAL PROPERTY 

None except as set forth below: 

  
 48 













 EXHIBIT G TO LEASE 

LOCATION OF EMERGENCY GENERATOR, FUEL STORAGE TANK AND SOLVENT SHED 

[Attached] 

  
 49 













 



 

  
 50