EX-10.9





 EXHIBIT 10.9 

LEASE 
 by and between 

BMR-201 ELLIOTT AVENUE LLC, 

a Delaware limited liability company 

and 
 IMPEL NEUROPHARMA, INC.,

 a Delaware corporation 












 Table of Contents 

 

							
	 1.
	    	 Lease of Premises
	  	 	1	 
			
	 2.
	    	 Basic Lease Provisions
	  	 	2	 
			
	 3.
	    	 Term
	  	 	4	 
			
	 4.
	    	 Possession and Commencement Date
	  	 	4	 
			
	 5.
	    	 Condition of Premises
	  	 	6	 
			
	 6.
	    	 Rentable Area
	  	 	6	 
			
	 7.
	    	 Rent
	  	 	7	 
			
	 8.
	    	 Rent Adjustments
	  	 	7	 
			
	 9.
	    	 Operating Expenses
	  	 	8	 
			
	 10.
	    	 Taxes on Tenant’s Property
	  	 	12	 
			
	 11.
	    	 Security Deposit
	  	 	12	 
			
	 12.
	    	 Use
	  	 	14	 
			
	 13.
	    	 Rules and Regulations, CC&Rs, Parking Facilities and Common Area
	  	 	17	 
			
	 14.
	    	 Project Control by Landlord
	  	 	18	 
			
	 15.
	    	 Quiet Enjoyment
	  	 	19	 
			
	 16.
	    	 Utilities and Services
	  	 	19	 
			
	 17.
	    	 Alterations
	  	 	22	 
			
	 18.
	    	 Repairs and Maintenance
	  	 	25	 
			
	 19.
	    	 Liens
	  	 	26	 
			
	 20.
	    	 Estoppel Certificate
	  	 	27	 
			
	 21.
	    	 Hazardous Materials
	  	 	27	 
			
	 22.
	    	 Odors and Exhaust
	  	 	30	 
			
	 23.
	    	 Insurance
	  	 	31	 
			
	 24.
	    	 Damage or Destruction
	  	 	34	 
			
	 25.
	    	 Eminent Domain
	  	 	36	 
			
	 26.
	    	 Surrender
	  	 	37	 
			
	 27.
	    	 Holding Over
	  	 	38	 
			
	 28.
	    	 Indemnification and Exculpation
	  	 	38	 
			
	 29.
	    	 Assignment or Subletting
	  	 	40	 
			
	 30.
	    	 Subordination and Attornment
	  	 	44	 
			
	 31.
	    	 Defaults and Remedies
	  	 	44	 


  
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	 32.
	    	 Bankruptcy
	  	 	49	 
			
	 33.
	    	 Brokers
	  	 	50	 
			
	 34.
	    	 Definition of Landlord
	  	 	50	 
			
	 35.
	    	 Limitation of Landlord’s Liability
	  	 	51	 
			
	 36.
	    	 Joint and Several Obligations
	  	 	51	 
			
	 37.
	    	 Representations
	  	 	52	 
			
	 38.
	    	 Confidentiality
	  	 	52	 
			
	 39.
	    	 Notices
	  	 	52	 
			
	 40.
	    	 Miscellaneous
	  	 	53	 
			
	 41.
	    	 Option to Extend Term
	  	 	55	 


  
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 LEASE 

THIS LEASE (this “Lease”) is entered into as of this 19th day of July,
2017 (the “Execution Date”), by and between BMR-201 ELLIOTT AVENUE LLC, a Delaware limited liability company (“Landlord”), and IMPEL NEUROPHARMA, INC., a Delaware corporation
(“Tenant”). 
 RECITALS 

A.    WHEREAS, Landlord owns certain real property described on
Exhibit A-1 attached hereto (the “Property”) and the improvements on the Property located at 201 Elliott Avenue West, Seattle, Washington, including the building
located thereon (the “Building”); and 
 B.    WHEREAS, Landlord wishes to lease to Tenant, and Tenant
desires to lease from Landlord, certain premises (the “Premises”) located on the second (2nd) floor of the Building, pursuant to the terms and conditions of this Lease, as
detailed below. 
 AGREEMENT 

NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows: 
 1.    Lease of
Premises. 
 1.1.    Effective on the Term Commencement Date (as defined below), Landlord hereby leases to Tenant,
and Tenant hereby leases from Landlord, the Premises, as shown on Exhibit A attached hereto, including exclusive shafts, cable runs, mechanical spaces and rooftop areas, for use by Tenant in accordance with the Permitted
Use (as defined below) and no other uses. The Property and all landscaping, parking facilities, private drives and other improvements and appurtenances related thereto, including the Building, are hereinafter collectively referred to as the
“Project.” All portions of the Project that are for the non-exclusive use of tenants of the Building, including driveways, sidewalks, parking areas, landscaped areas, service corridors,
stairways, elevators, public restrooms and public lobbies, are hereinafter referred to as “Common Area.” During the Term, Tenant shall, subject to Force Majeure, casualty and all of the other terms, conditions and provisions of this
Lease, have access to the Premises twenty-four (24) hours per day, seven (7) days per week. 

1.2.    Landlord shall have the right at any time during the Term, upon providing Tenant not less than six
(6) months’ prior written notice, to provide Tenant with space elsewhere in the Building or the Project with similar views and of substantially the same size and quality of improvements as the Premises and to remove Tenant from the
Premises and place Tenant in such space. Landlord shall pay any reasonable and customary costs and expenses related thereto. Should Tenant refuse to permit Landlord to move Tenant to such new space at the end of such six (6) month period,
Landlord shall have, in addition to all other rights and remedies allowed under this Lease, at law or in equity, the right to cancel and terminate this Lease upon providing written notice to Tenant within thirty (30) days after the end of such
six (6) month period of Landlord’s election to so terminate. Upon providing such notice to Tenant, this Lease shall immediately 












 
terminate. If Landlord moves Tenant to such new space, then this Lease and each and all of its terms, covenants and conditions shall remain in full force and effect and be deemed applicable to
such new space, and such new space shall thereafter be deemed to be the “Premises,” and Landlord and Tenant shall enter into an express written amendment to this Lease memorializing such change. 

2.    Basic Lease Provisions. For convenience of the parties, certain basic provisions of this Lease are set forth herein. The
provisions set forth herein are subject to the remaining terms and conditions of this Lease and are to be interpreted in light of such remaining terms and conditions. 

2.1.    This Lease shall take effect upon the Execution Date and, except as specifically otherwise provided within this
Lease, each of the provisions hereof shall be binding upon and inure to the benefit of Landlord and Tenant from the date of execution and delivery hereof by all parties hereto. 

2.2.    In the definitions below, each current Rentable Area (as defined below) is expressed in square feet. Rentable Area
and “Tenant’s Pro Rata Share” are both subject to adjustment as provided in this Lease. 
  

			
	
Definition or Provision
	  	 Means the Following

(As of the Term Commencement Date)

	Approximate Rentable Area of Premises	  	11,256 square feet
	Approximate Rentable Area of Project	  	151,194 square feet
	Tenant’s Pro Rata Share of Project	  	7.44%

 2.3.    Initial monthly and annual installments of Base Rent for the Premises
(“Base Rent”) as of the Term Commencement Date, subject to adjustment under this Lease: 
  

															
	 Dates
	  	Square Feet of
Rentable Area	 	  	 Base Rent per Square

Foot of Rentable Area
	  	Monthly
Base Rent	 	  	Annual Base
Rent	 
	 Month 1
	  	 	11,256	 	  	$0.00 monthly	  	$	0.00	 	  	 	N/A	 
	 Month 2 – Month 12
	  	 	11,256	 	  	$50.00 annually	  	$	46,900	 	  	$	562,800	 

 2.4.    Estimated Term Commencement Date: September 1, 2017 

2.5.    Term Expiration Date: August 31, 2020 

2.6.    Security Deposit: $187,000 

2.7.    Permitted Use: Office and laboratory use in conformity with all federal, state, municipal and local laws, codes,
ordinances, rules and regulations of Governmental Authorities 

  
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(as defined below), committees, associations, or other regulatory committees, agencies or governing bodies having jurisdiction over the Premises, the Building, the Property, the Project, Landlord
or Tenant, including both statutory and common law and hazardous waste rules and regulations (“Applicable Laws”) 
  

			
	 2.8.   Address for Rent Payment:

		
		 	BMR-201 Elliott Avenue LLC
		 	Attention Entity 232
		 	P.O. Box 511415
		 	Los Angeles, California 90051-7970
	
	 2.9.   Address for Notices to Landlord:

		
		 	 BMR-201 Elliott Avenue LLC

17190 Bernardo Center Drive

		 	San Diego, California 92128
		 	Attn: Legal Department
	
	 2.10.  Address for Notices to Tenant:

		
		 	Prior to Term Commencement Date:
		
		 	Impel NeuroPharma
		 	 Attn: CEO
 915 East Pine Street

		 	Seattle, WA 98122
		
		 	After Term Commencement Date:
		
		 	Impel NeuroPharma
		 	 Attn: CEO
 201 Elliott Avenue
West

		 	Seattle, WA 98119
	
	 2.11.  Address for Invoices to Tenant:

		
		 	Prior to Term Commencement Date:
		
		 	Impel NeuroPharma
		 	 Attn: CEO
 915 East Pine Street

		 	Seattle, WA 98122
		
		 	 After Term Commencement Date:

		
		 	 Impel NeuroPharma

		 	 Attn: CEO

201 Elliott Avenue West

		 	Seattle, WA 98119



  
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 2.12.    The following Exhibits are attached hereto and incorporated
herein by reference: 
  

			
	Exhibit A	  	Premises
	Exhibit A-1	  	Property
	Exhibit B	  	Work Letter
	Exhibit B-1	  	Tenant Work Insurance Schedule
	Exhibit C	  	Landlord Work Plans
	Exhibit D	  	 Acknowledgement of Term Commencement Date and Term

Expiration Date

	Exhibit E	  	Form of Letter of Credit
	Exhibit F	  	Rules and Regulations
	Exhibit G	  	[Intentionally omitted]
	Exhibit H	  	Tenant’s Personal Property
	Exhibit I	  	Form of Estoppel Certificate

 3.    Term. The term of this Lease (as the same may be extended pursuant to
Article 41 hereof, and as the same may be earlier terminated in accordance with this Lease, the “Term”) shall commence on the actual Term Commencement Date (as defined in
Section 4.2 below) and end on the Term Expiration Date (as defined in Section 2.5 above), subject to extension or earlier termination of this Lease as provided herein. 

4.    Possession and Commencement Date. 

4.1.    Landlord shall use commercially reasonable efforts to tender possession of the Premises to Tenant on the Estimated
Term Commencement Date, with the work (the “Landlord Work”) described on Exhibit C attached hereto (the “Landlord Work Plans”), Substantially Complete (as defined below). Tenant agrees that
in the event such work is not Substantially Complete on or before the Estimated Term Commencement Date for any reason, then (a) this Lease shall not be void or voidable, (b) Landlord shall not be liable to Tenant for any loss or damage
resulting therefrom and (c) Tenant shall not be responsible for the payment of Base Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below) until the actual Term Commencement Date as described in
Section 4.2 occurs. The term “Substantially Complete” or “Substantial Completion” means that the Landlord Work is substantially complete in accordance with the Landlord Work Plans, except
for minor punchlist items. Notwithstanding anything in this Lease (including the Work Letter) to the contrary, Landlord’s obligation to timely achieve Substantial Completion shall be subject to extension on a day-for-day basis as a result of Force Majeure (as defined below). 

4.2.    The “Term Commencement Date” shall be the later of (a) the Estimated Term Commencement Date
and (b) the day Landlord tenders possession of the Premises to Tenant with 

  
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the Landlord Work Substantially Complete. If possession is delayed by action or omission of Tenant, then the Term Commencement Date shall be the date that the Term Commencement Date would have
occurred but for such delay. Tenant shall execute and deliver to Landlord written acknowledgment of the actual Term Commencement Date and the Term Expiration Date within ten (10) days after Tenant takes occupancy of the Premises, in the form
attached as Exhibit D hereto. Failure to execute and deliver such acknowledgment, however, shall not affect the Term Commencement Date or Landlord’s or Tenant’s liability hereunder. Failure by Tenant to obtain
validation by any medical review board or other similar governmental licensing of the Premises required for the Permitted Use by Tenant shall not serve to extend the Term Commencement Date. 

4.3.    Landlord shall permit Tenant to enter upon the Premises twenty-one
(21) days prior to the Term Commencement Date for the purpose of installing improvements or the placement of personal property; provided, however, that, prior to any such entry, Tenant shall furnish to Landlord evidence satisfactory to
Landlord in advance that insurance coverages required of Tenant under the provisions of Article 23 are in effect, and such entry shall be subject to all the terms and conditions of this Lease other than the payment of Base
Rent or Tenant’s Adjusted Share of Operating Expenses (as defined below); and provided, further, that if the Term Commencement Date is delayed due to such early access, then the Term Commencement Date shall be the date that the Term
Commencement Date would have occurred but for such delay. 
 4.4.    Landlord shall cause the Landlord Work to be
constructed in the Premises at Landlord’s sole cost and expense. Landlord shall cause the work (the “Tenant Improvements”) required of Landlord described in the Work Letter attached hereto as Exhibit B
(the “Work Letter”) to be constructed in the Premises pursuant to the Work Letter at a cost to Landlord not to exceed Forty Thousand Dollars ($40,000) (the “TI Allowance”), and any cost in excess of the TI Allowance
will be paid by Tenant as set forth in the Work Letter. The TI Allowance may be applied to the costs of (a) construction, (b) project management by Landlord (which fee shall equal Two Thousand Five Hundred Dollars ($2,500.00)), (c)
commissioning of mechanical, electrical and plumbing systems by a licensed, qualified commissioning agent hired by Landlord, and review of such party’s commissioning report by a licensed, qualified commissioning agent hired by Tenant,
(d) space planning, architect, engineering and other related services performed by third parties unaffiliated with Tenant, (e) building permits and other taxes, fees, charges and levies by Governmental Authorities (as defined below) for
permits or for inspections of the Tenant Improvements, and (f) costs and expenses for labor, material, equipment and fixtures, In no event shall the TI Allowance be used for (w) payments to Tenant or any affiliates of Tenant, (x) the
purchase of any furniture, personal property or other non-building system equipment, (y) costs arising from any default by Tenant of its obligations under this Lease or (z) costs that are recoverable
by Tenant from a third party (e.g., insurers, warrantors, or tortfeasors). 
 4.5.    Tenant shall have until
June 30, 2018 (“TI Deadline”), to expend the unused portion of the TI Allowance, after which date Landlord’s obligation to fund any such costs shall expire. Base Rent shall be increased to include the amount of the TI
Allowance disbursed by Landlord in accordance with this Lease, amortized over the initial Term at a rate of eight percent (8%) annually. The amount by which Base Rent shall be increased shall be determined (and Base Rent shall be increased
accordingly) as of the Term Commencement Date and, if such determination does not reflect use by Tenant of all of the TI Allowance, shall be determined again as of the TI Deadline, with Tenant paying (on the next succeeding day that Base Rent is due
under this Lease (the “TI  

  
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True-Up Date”)) any underpayment of the further adjusted Base Rent for the period beginning on the Term Commencement Date and ending on the TI True-Up Date. In no event shall any unused TI Allowance entitle Tenant to a credit against Rent payable under this Lease. 

4.6.    Tenant acknowledges and agrees that Landlord shall have no obligation to commence any work on the Tenant
Improvements until after the Landlord Work is Substantially Complete, and Tenant acknowledges that Landlord may be constructing the Tenant Improvements in the Premises after the Term Commencement Date and during Tenant’s occupancy of the
Premises for the Permitted Use. Tenant shall permit Landlord to enter the Premises at all times (including during business hours) to construct the Tenant Improvements, and Tenant shall otherwise reasonably cooperate with Landlord throughout the
construction process to enable Landlord to complete the Tenant Improvements in a timely and efficient manner. In constructing the Tenant Improvements, Landlord shall reasonably cooperate with Tenant so as to cause as little interference to Tenant as
is reasonably possible; provided, however, that in no event shall Landlord’s construction of the Tenant Improvements in the Premises (a) cause Rent (as defined below) to abate under this Lease, (b) give rise to any claim by
Tenant for damages or (c) constitute a forcible or unlawful entry, a detainer or an eviction of Tenant. 
 5.    Condition of
Premises. Tenant acknowledges that neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the condition of the Premises, the Building or the Project, or with respect to the suitability of the Premises,
the Building or the Project for the conduct of Tenant’s business. Tenant acknowledges that (a) it is fully familiar with the condition of the Premises and agrees to take the same in its condition “as is” as of the Term
Commencement Date and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s occupancy or to pay for or construct any improvements to the Premises, except for performance of the Landlord Work
and the Tenant Improvements. Tenant’s taking of possession of the Premises shall, except as otherwise agreed to in writing by Landlord and Tenant, conclusively establish that the Premises, the Building and the Project were at such time in good,
sanitary and satisfactory condition and repair. 
 6.    Rentable Area. 

6.1.    The term “Rentable Area” shall reflect such areas as reasonably calculated by Landlord’s
architect, as the same may be reasonably adjusted from time to time by Landlord in consultation with Landlord’s architect to reflect changes to the Premises, the Building or the Project, as applicable. 

6.2.    The Rentable Area of the Building is generally determined by making separate calculations of Rentable Area
applicable to each floor within the Building and totaling the Rentable Area of all floors within the Building. The Rentable Area of a floor is computed by measuring to the outside finished surface of the permanent outer Building walls. The full area
calculated as previously set forth is included as Rentable Area, without deduction for columns and projections or vertical penetrations, including stairs, elevator shafts, flues, pipe shafts, vertical ducts and the like, as well as such items’
enclosing walls. 
 6.3.    The term “Rentable Area,” when applied to the Premises, is that area equal
to the usable area of the Premises, plus an equitable allocation of Rentable Area within the Building that is not then utilized or expected to be utilized as usable area, including that portion of the Building devoted to corridors, equipment rooms,
restrooms, elevator lobby, atrium and mailroom. 

  
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 7.    Rent. 

7.1.    Tenant shall pay to Landlord as Base Rent for the Premises, commencing on the Term Commencement Date, the sums set
forth in Section 2.3, subject to the rental adjustments provided in Article 8 hereof. Base Rent shall be paid in equal monthly installments as set forth in Section 2.3, subject to the rental
adjustments provided in Article 8 hereof, each in advance on the first day of each and every calendar month during the Term. 

7.2.    In addition to Base Rent, Tenant shall pay to Landlord as additional rent (“Additional Rent”) at
times hereinafter specified in this Lease (a) Tenant’s Adjusted Share (as defined below) of Operating Expenses (as defined below), (b) the Property Management Fee (as defined below), (c) [Intentionally omitted] and (d) any other
amounts that Tenant assumes or agrees to pay under the provisions of this Lease that are owed to Landlord, including any and all other sums that may become due by reason of any default of Tenant or failure on Tenant’s part to comply with the
agreements, terms, covenants and conditions of this Lease to be performed by Tenant, after notice and the lapse of any applicable cure periods. 

7.3.    Base Rent and Additional Rent shall together be denominated “Rent.” Rent shall be paid to
Landlord, without abatement, deduction or offset, in lawful money of the United States of America to the address set forth in Section 2.8 or to such other person or at such other place as Landlord may from time designate in
writing. In the event the Term commences or ends on a day other than the first day of a calendar month, then the Rent for such fraction of a month shall be prorated for such period on the basis of the number of days in the month and shall be paid at
the then-current rate for such fractional month. 
 7.4.    Tenant’s obligation to pay Rent shall not be discharged
or otherwise affected by (a) any Applicable Laws now or hereafter applicable to the Premises, (b) any other restriction on Tenant’s use, (c) except as expressly provided herein, any casualty or taking or (d) any other
occurrence; and Tenant waives all rights now or hereafter existing to terminate or cancel this Lease or quit or surrender the Premises or any part thereof, or to assert any defense in the nature of constructive eviction to any action seeking to
recover rent. Tenant’s obligation to pay Rent with respect to any period or obligations arising, existing or pertaining to the period prior to the date of the expiration or earlier termination of the Term or this Lease shall survive any such
expiration or earlier termination; provided, however, that nothing in this sentence shall in any way affect Tenant’s obligations with respect to any other period. 

8.    Rent Adjustments. Base Rent shall be subject to an annual upward adjustment of three percent (3%) of the then-current Base
Rent. The first such adjustment shall become effective commencing on the first (1st) annual anniversary of the Term Commencement Date, and subsequent adjustments shall become effective on every
successive annual anniversary for so long as this Lease continues in effect. 

  
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 9.    Operating Expenses. 

9.1.    As used herein, the term “Operating Expenses” shall include: 

(a)    Government impositions, including property tax costs consisting of real and personal property taxes (including
amounts due under any improvement bond upon the Building or the Project (including the parcel or parcels of real property upon which the Building and areas serving the Building are located)) or assessments in lieu thereof imposed by any federal,
state, regional, local or municipal governmental authority, agency or subdivision (each, a “Governmental Authority”); taxes on or measured by gross rentals received from the rental of space in the Project; taxes based on the square
footage of the Premises, the Building or the Project, as well as any parking charges, utilities surcharges or any other costs levied, assessed or imposed by, or at the direction of, or arising from Applicable Laws or interpretations thereof,
promulgated by any Governmental Authority in connection with the use or occupancy of the Project or the parking facilities serving the Project; taxes on this transaction or any document to which Tenant is a party creating or transferring an interest
in the Premises; any fee for a business license to operate an office building; and any expenses, including the reasonable cost of attorneys or experts, reasonably incurred by Landlord in seeking reduction by the taxing authority of the applicable
taxes, less tax refunds obtained as a result of an application for review thereof; and 
 (b)    All other costs of any
kind paid or incurred by Landlord in connection with the operation or maintenance of the Building and the Project, which shall include Project office rent at fair market rental for a commercially reasonable amount of space for Project management
personnel, to the extent an office used for Project operations is maintained at the Project, plus customary expenses for such office, and costs of repairs and replacements to improvements within the Project as appropriate to maintain the Project as
required hereunder, including costs of funding such reasonable reserves as Landlord, consistent with good business practice, may establish to provide for future repairs and replacements, or as any Lender (as defined below) may require; costs of
utilities furnished to the Common Area; sewer fees; cable television; trash collection; cleaning, including windows; heating, ventilation and air-conditioning (“HVAC”); maintenance of
landscaping and grounds; snow removal; maintenance of drives and parking areas; maintenance of the roof; security services and devices; building supplies; maintenance or replacement of equipment utilized for operation and maintenance of the Project;
license, permit and inspection fees; sales, use and excise taxes on goods and services purchased by Landlord in connection with the operation, maintenance or repair of the Building or Project systems and equipment; telephone, postage, stationery
supplies and other expenses incurred in connection with the operation, maintenance or repair of the Project; accounting, legal and other professional fees and expenses incurred in connection with the Project; costs of furniture, draperies,
carpeting, landscaping supplies, snow removal and other customary and ordinary items of personal property provided by Landlord for use in Common Area or in the Project office; capital expenditures (provided, however, that any capital
expenditure in excess of One Hundred Thousand Dollars ($100,000) shall be amortized on a straight line basis over the useful life thereof in accordance with generally accepted accounting principles as reasonably determined by Landlord); costs of
complying with Applicable Laws (except to the extent such costs are incurred to remedy non-compliance as of the 

  
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Execution Date with Applicable Laws, in which event such costs shall not be includable in Operating Expenses); costs to keep the Project in compliance with, or costs or fees otherwise required
under or incurred pursuant to any CC&Rs (as defined below), including condominium fees; insurance premiums, including premiums for commercial general liability, property casualty, earthquake, terrorism and environmental coverages; portions of
insured losses paid by Landlord as part of the deductible portion of a loss pursuant to the terms of insurance policies; service contracts; costs of services of independent contractors retained to do work of a nature referenced above; and costs of
compensation (including employment taxes and fringe benefits) of all persons who perform regular and recurring duties connected with the day-to-day operation and
maintenance of the Project, its equipment, the adjacent walks, landscaped areas, drives and parking areas, including janitors, floor waxers, window washers, watchmen, gardeners, sweepers, plow truck drivers, handymen, and
engineering/maintenance/facilities personnel. 
 (c)    Notwithstanding the foregoing, Operating Expenses shall not
include any net income, franchise, capital stock, estate or inheritance taxes, or taxes that are the personal obligation of Tenant or of another tenant of the Project; any leasing commissions; expenses that relate to preparation of rental space for
a tenant; expenses of initial development and construction, including grading, paving, landscaping and decorating (as distinguished from maintenance, repair and replacement of the foregoing); the cost of compliance with Applicable Laws to the extent
that such cost would not have been incurred but for the construction of additions to the Building after the Execution Date involving the moving of perimeter walls of the Building, adding additional floors to the Building, or constructing additional
buildings on the Property; legal expenses relating to other tenants; expenses incurred to defend Landlord’s title to the Building or Project; costs resulting from the presence of Hazardous Materials at the Project in violation of Applicable
Laws as of the Execution Date, unless placed at the Project by a Tenant Party; and costs incurred to remove, remedy, contain, or treat any Hazardous Material brought into the Building or onto the Project after the Execution Date by Landlord; costs
of repairs to the extent reimbursed by payment of insurance proceeds received by Landlord; interest upon loans to Landlord or secured by a loan agreement, mortgage, deed of trust, security instrument or other loan document covering the Project or a
portion thereof (collectively, “Loan Documents”) (provided that interest upon a government assessment or improvement bond payable in installments shall constitute an Operating Expense under Subsection 9.1(a)); salaries
of executive officers of Landlord; costs arising from Landlord’s charitable or political contributions; Landlord’s general corporate overhead, except as it relates to the specific management of the Building; any ground lease rental;
expenses in connection with services or other benefits that are not offered to Tenant or for which Tenant is charged directly and that are provided to another tenant or occupant of the Building without charge; costs paid to subsidiaries or
affiliates of Landlord for services provided to the Building to the extent the cost of such services exceeds the costs that would generally be charged for such services if rendered on a competitive basis (based upon a standard of similar commercial
laboratory buildings in the general market area of the Premises) by unaffiliated third parties capable of providing such service; advertising and promotional expenditures; depreciation claimed by Landlord for tax purposes (provided that this
exclusion of depreciation is not intended to delete from Operating Expenses actual costs of repairs and replacements and reasonable reserves in regard thereto that are provided for in Subsection 9.1(b)); taxes that are excluded from Operating
Expenses by the last sentence of Subsection 9.1(a); costs or expenses incurred in connection with the financing or sale of the Project or any portion thereof; costs expressly excluded from Operating Expenses elsewhere in this Lease or that
are charged to or paid by Tenant under other provisions of this 

  
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Lease; professional fees and disbursements and other costs and expenses related to the ownership (as opposed to the use, occupancy, operation, maintenance or repair) of the Project; and any item
that, if included in Operating Expenses, would involve a double collection for such item by Landlord. To the extent that Tenant uses more than Tenant’s Pro Rata Share of any item of Operating Expenses, Tenant shall pay Landlord for such excess
in addition to Tenant’s obligation to pay Tenant’s Pro Rata Share of Operating Expenses (such excess, together with Tenant’s Pro Rata Share, “Tenant’s Adjusted Share”). 

9.2.    Tenant shall pay to Landlord on the first day of each calendar month of the Term, as Additional Rent, (a) the
Property Management Fee (as defined below), and (b) Landlord’s estimate of Tenant’s Adjusted Share of Operating Expenses with respect to the Building and the Project, as applicable, for such month. 

(w)    The “Property Management Fee” shall equal three percent (3%) of Base Rent due from Tenant. Tenant
shall pay the Property Management Fee in accordance with Section 9.2 with respect to the entire Term, including any extensions thereof or any holdover periods, regardless of whether Tenant is obligated to pay Base Rent,
Operating Expenses or any other Rent with respect to any such period or portion thereof. For the first (1st) month of the Term (and any period of occupancy prior to the Term as further described
in Section 9.5), the Property Management Fee shall be calculated as if Tenant were paying Forty-Six Thousand Nine Hundred Dollars ($46,900) per month for Base Rent. 

(x)    [Intentionally omitted] 

(y)    Within ninety (90) days after the conclusion of each calendar year (or such longer period as may be reasonably
required by Landlord), Landlord shall furnish to Tenant a statement showing in reasonable detail the actual Operating Expenses, Tenant’s Adjusted Share of Operating Expenses, and the cost of providing utilities to the Premises for the previous
calendar year (“Landlord’s Statement”). Any additional sum due from Tenant to Landlord shall be due and payable within thirty (30) days after receipt of an invoice therefor. If the amounts paid by Tenant pursuant to this
Section exceed Tenant’s Adjusted Share of Operating Expenses for the previous calendar year, then Landlord shall credit the difference against the Rent next due and owing from Tenant; provided that, if the Lease term has expired,
Landlord shall accompany Landlord’s Statement with payment for the amount of such difference. 
 (z)    Any amount
due under this Section for any period that is less than a full month shall be prorated for such fractional month on the basis of the number of days in the month. 

9.3.    Landlord may, from time to time, modify Landlord’s calculation and allocation procedures for Operating
Expenses, so long as such modifications produce Dollar results substantially consistent with Landlord’s then-current practice at the Project. Landlord or an affiliate(s) of Landlord currently own other property(ies) adjacent to the Project or
its neighboring properties (collectively, “Neighboring Properties”). In connection with Landlord performing services for the Project pursuant to this Lease, similar services may be performed by the same vendor(s) for Neighboring
Properties. In such a case, Landlord shall reasonably allocate to each Building and the Project the costs for such services based upon the ratio that the square footage of the Building or the Project (as applicable) bears to the total square footage
of all of the Neighboring 

  
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Properties or buildings within the Neighboring Properties for which the services are performed, unless the scope of the services performed for any building or property (including the Building and
the Project) is disproportionately more or less than for others, in which case Landlord shall equitably allocate the costs based on the scope of the services being performed for each building or property (including the Building and the Project).

 9.4.    [Intentionally omitted] 

9.5.    Tenant shall not be responsible for Operating Expenses with respect to any time period prior to the Term
Commencement Date; provided, however, that if Landlord shall permit Tenant possession of the Premises prior to the Term Commencement Date (other than possession solely for the purpose of preparing the Premises for Tenant’s occupancy and
not for conducting business), Tenant shall be responsible for Operating Expenses from such earlier date of possession (the Term Commencement Date or such earlier date, as applicable, the “Expense Trigger Date”); and provided,
further, that Landlord may annualize certain Operating Expenses incurred prior to the Expense Trigger Date over the course of the budgeted year during which the Expense Trigger Date occurs, and Tenant shall be responsible for the annualized portion
of such Operating Expenses corresponding to the number of days during such year, commencing with the Expense Trigger Date, for which Tenant is otherwise liable for Operating Expenses pursuant to this Lease. Tenant’s responsibility for
Tenant’s Adjusted Share of Operating Expenses shall continue to the latest of (a) the date of termination of the Lease, (b) the date Tenant has fully vacated the Premises and (c) if termination of the Lease is due to a default by
Tenant, the date of rental commencement of a replacement tenant (but no later than the scheduled Term Expiration Date at the time of such default). 

9.6.    Operating Expenses for the calendar year in which Tenant’s obligation to share therein commences and for the
calendar year in which such obligation ceases shall be prorated on a basis reasonably determined by Landlord. Expenses such as taxes, assessments and insurance premiums that are incurred for an extended time period shall be prorated based upon the
time periods to which they apply so that the amounts attributed to the Premises relate in a reasonable manner to the time period wherein Tenant has an obligation to share in Operating Expenses. 

9.7.    Within thirty (30) days after the end of each calendar month, Tenant shall submit to Landlord an invoice, or,
in the event an invoice is not available, an itemized list, of all costs and expenses that (a) Tenant has incurred (either internally or by employing third parties) during the prior month and (b) for which Tenant reasonably believes it is
entitled to reimbursements from Landlord pursuant to the terms of this Lease or that Tenant reasonably believes is the responsibility of Landlord pursuant to this Lease or the Work Letter. 

9.8.    In the event that the Project is less than fully occupied during a calendar year, Tenant acknowledges that
Landlord may extrapolate Operating Expenses that vary depending on the occupancy of the Project to equal Landlord’s reasonable estimate of what such Operating Expenses would have been had the Project been ninety-five percent (95%) occupied
during such calendar year; provided, however, that Landlord shall not recover more than one hundred percent (100%) of Operating Expenses. 

  
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 10.    Taxes on Tenant’s Property. 

10.1.    Tenant shall be solely responsible for the payment of any and all taxes levied upon (a) personal property and
trade fixtures located at the Premises and (b) any gross or net receipts of or sales by Tenant, and shall pay the same at least twenty (20) days prior to delinquency. 

10.2.    If any such taxes on Tenant’s personal property or trade fixtures are levied against Landlord or
Landlord’s property or, if the assessed valuation of the Building, the Property or the Project is increased by inclusion therein of a value attributable to Tenant’s personal property or trade fixtures, and if Landlord, after written notice
to Tenant, pays the taxes based upon any such increase in the assessed value of the Building, the Property or the Project, then Tenant shall, upon demand, repay to Landlord the taxes so paid by Landlord. 

10.3.    If any 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, are assessed for real property tax purposes at a valuation higher than the valuation at which improvements conforming to Landlord’s building standards (the “Building
Standard”) in other spaces in the Building are assessed, then the real property taxes and assessments levied against Landlord or the Building, the Property or the Project by reason of such excess assessed valuation shall be deemed to be
taxes levied against personal property of Tenant and shall be governed by the provisions of Section 10.2. Any such excess assessed valuation due to improvements in or alterations to space in the Project leased by other
tenants at the Project shall not be included in Operating Expenses. If the records of the applicable governmental assessor’s office are available and sufficiently detailed to serve as a basis for determining whether such Tenant improvements or
alterations are assessed at a higher valuation than the Building Standard, then such records shall be binding on both Landlord and Tenant. 

11.    Security Deposit. 

11.1.    Tenant shall deposit with Landlord on or before the Execution Date the sum set forth in
Section 2.6 (the “Security Deposit”), which sum shall be held by Landlord as security for the faithful performance by Tenant of all of the terms, covenants and conditions of this Lease to be kept and
performed by Tenant during the period commencing on the Execution Date and ending upon the expiration or termination of Tenant’s obligations under this Lease. If Tenant Defaults (as defined below) with respect to any provision of this Lease,
including any provision relating to the payment of Rent, then Landlord may (but shall not be required to) use, apply or retain all or any part of the Security Deposit for the payment of any Rent or any other sum in default, or to compensate Landlord
for any other loss or damage that Landlord may suffer by reason of Tenant’s default. If any portion of the Security Deposit is so used or applied, then (i) Landlord shall notify Tenant of the amount by which the Security Deposit has been
reduced, and (ii) Tenant shall, within ten (10) days following demand therefor, deposit cash with Landlord in an amount sufficient to restore the Security Deposit to its original amount, and Tenant’s failure to do so shall be a
material breach of this Lease. The provisions of this Article shall survive the expiration or earlier termination of this Lease. 

  
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 11.2.    In the event of 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 all periods prior to the filing of such proceedings. 

11.3.    Landlord may deliver to any purchaser of Landlord’s interest in the Premises the funds deposited hereunder
by Tenant, and thereupon Landlord shall be discharged from any further liability with respect to such deposit. This provision shall also apply to any subsequent transfers. 

11.4.    If Tenant shall fully and faithfully perform every provision of this Lease to be performed by it, then the
Security Deposit, or any balance thereof, shall be returned to Tenant (or, at Landlord’s option, to the last assignee of Tenant’s interest hereunder) within thirty (30) days after the expiration or earlier termination of this Lease.

 11.5.    If the Security Deposit shall be in cash, Landlord shall hold the Security Deposit in an account at a
banking organization selected by Landlord; provided, however, that Landlord shall not be required to maintain a separate account for the Security Deposit, but may intermingle it with other funds of Landlord. Landlord shall be entitled to all
interest and/or dividends, if any, accruing on the Security Deposit. Landlord shall not be required to credit Tenant with any interest for any period during which Landlord does not receive interest on the Security Deposit. 

11.6.    The Security Deposit may be in the form of cash, a letter of credit or any other security instrument acceptable
to Landlord in its sole discretion. Tenant may at any time, except when Tenant is in Default (as defined below), deliver a letter of credit (the “L/C Security”) as the entire Security Deposit, as follows: 

(a)    If Tenant elects to deliver L/C Security, then Tenant shall provide Landlord, and maintain in full force and effect
throughout the Term and until the date that is four (4) months after the then-current Term Expiration Date, a letter of credit in the form of Exhibit E issued by an issuer reasonably satisfactory to Landlord, in the
amount of the Security Deposit, with an initial term of at least one year. Landlord may require the L/C Security to be re-issued by a different issuer at any time during the Term if Landlord reasonably
believes that the issuing bank of the L/C Security is or may soon become insolvent; provided, however, Landlord shall return the existing L/C Security to the existing issuer immediately upon receipt of the substitute L/C Security. If any issuer of
the L/C Security shall become insolvent or placed into FDIC receivership, then Tenant shall immediately deliver to Landlord (without the requirement of notice from Landlord) substitute L/C Security issued by an issuer reasonably satisfactory to
Landlord, and otherwise conforming to the requirements set forth in this Article. As used herein with respect to the issuer of the L/C Security, “insolvent” shall mean the determination of insolvency as made by such issuer’s primary
bank regulator (i.e., the state bank supervisor for state chartered banks; the OCC or OTS, respectively, for federally chartered banks or thrifts; or the Federal Reserve for its member banks). If, at the Term Expiration Date, any Rent remains
uncalculated or unpaid, then (i) Landlord shall with reasonable diligence complete any necessary calculations, (ii) Tenant shall extend the expiry date of such L/C Security from time to time as Landlord reasonably requires and
(iii) in such extended period, Landlord shall not unreasonably refuse to consent to an appropriate reduction of the L/C Security. Tenant shall reimburse Landlord’s legal costs (as estimated by Landlord’s counsel) in handling
Landlord’s acceptance of L/C Security or its replacement or extension. 

  
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 (b)    If Tenant delivers to Landlord satisfactory L/C Security in place
of the entire Security Deposit, Landlord shall remit to Tenant any cash Security Deposit Landlord previously held. 

(c)    Landlord may draw upon the L/C Security, and hold and apply the proceeds in the same manner and for the same
purposes as the Security Deposit, if (i) an uncured Default (as defined below) exists, (ii) as of the date that is forty-five (45) days before any L/C Security expires (even if such scheduled expiry date is after the Term Expiration
Date) Tenant has not delivered to Landlord an amendment or replacement for such L/C Security, reasonably satisfactory to Landlord, extending the expiry date to the earlier of (1) four (4) months after the then-current Term Expiration Date or
(2) the date that is one year after the then-current expiry date of the L/C Security, (iii) the L/C Security provides for automatic renewals, Landlord asks the issuer to confirm the current L/C Security expiry date, and the issuer fails to
do so within ten (10) business days, (iv) Tenant fails to pay (when and as Landlord reasonably requires) any bank charges for Landlord’s transfer of the L/C Security or (v) the issuer of the L/C Security ceases, or announces that
it will cease, to maintain an office in the city where Landlord may present drafts under the L/C Security (and fails to permit drawing upon the L/C Security by overnight courier or facsimile). This Section does not limit any other provisions of this
Lease allowing Landlord to draw the L/C Security under specified circumstances. 
 (d)    Tenant shall not seek to
enjoin, prevent, or otherwise interfere with Landlord’s draw under L/C Security, even if it violates this Lease. Tenant acknowledges that the only effect of a wrongful draw would be to substitute a cash Security Deposit for L/C Security,
causing Tenant no legally recognizable damage. Landlord shall hold the proceeds of any draw in the same manner and for the same purposes as a cash Security Deposit. In the event of a wrongful draw, the parties shall cooperate to allow Tenant to post
replacement L/C Security simultaneously with the return to Tenant of the wrongfully drawn sums, and Landlord shall upon request confirm in writing to the issuer of the L/C Security that Landlord’s draw was erroneous. 

(e)    If Landlord transfers its interest in the Premises, then Tenant shall at Tenant’s expense, within five
(5) business days after receiving a request from Landlord, deliver (and, if the issuer requires, Landlord shall consent to) an amendment to the L/C Security naming Landlord’s grantee as substitute beneficiary. If the required Security
Deposit changes while L/C Security is in force, then Tenant shall deliver (and, if the issuer requires, Landlord shall consent to) a corresponding amendment to the L/C Security. 

12.    Use. 

12.1.    Tenant shall use the Premises for the Permitted Use, and shall not use the Premises, or permit or suffer the
Premises to be used, for any other purpose without Landlord’s prior written consent, which consent Landlord may withhold in its sole and absolute discretion. 

12.2.    Tenant shall not use or occupy the Premises in violation of Applicable Laws; zoning ordinances; or the
certificate of occupancy (or its substantial equivalent) issued for the Building or the Project, and shall, upon five (5) days’ written notice from Landlord, discontinue any use of the Premises that is declared or claimed by any
Governmental Authority having jurisdiction to be a violation of any of the above, or that in Landlord’s reasonable opinion violates any of the above. 

  
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Tenant shall comply with any direction of any Governmental Authority having jurisdiction that shall, by reason of the nature of Tenant’s use or occupancy of the Premises, impose any duty
upon Tenant or Landlord with respect to the Premises or with respect to the use or occupation thereof, and shall indemnify, defend (at the option of and with counsel reasonably acceptable to the indemnified party(ies)), save, reimburse and hold
harmless (collectively, “Indemnify,” “Indemnity” or “Indemnification,” as the case may require) the Landlord and its affiliates, employees, agents and contractors; and any lender, mortgagee, ground
lessor or beneficiary (each, a “Lender” and, collectively with Landlord and its affiliates, employees, agents and contractors, the “Landlord Indemnitees”) harmless from and against any and all demands, claims,
liabilities, losses, costs, expenses, actions, causes of action, damages, suits or judgments, and all reasonable expenses (including reasonable attorneys’ fees, charges and disbursements, regardless of whether the applicable demand, claim,
action, cause of action or suit is voluntarily withdrawn or dismissed) incurred in investigating or resisting the same (collectively, “Claims”) of any kind or nature that arise before, during or after the Term as a result of
Tenant’s breach of this Section. 
 12.3.    Tenant shall not do or permit to be done anything that will invalidate
or increase the cost of any fire, environmental, extended coverage or any other insurance policy covering the Building or the Project, and shall comply with all rules, orders, regulations and requirements of the insurers of the Building and the
Project, and Tenant shall promptly, upon demand, reimburse Landlord for any additional premium charged for such policy by reason of Tenant’s failure to comply with the provisions of this Article. 

12.4.    Tenant shall keep all doors opening onto public corridors closed, except when in use for ingress and egress. 

12.5.    No additional locks or bolts of any kind shall be placed upon any of the doors or windows by Tenant, nor shall
any changes be made to existing locks or the mechanisms thereof without Landlord’s prior written consent. Tenant shall, upon termination of this Lease, return to Landlord all keys to offices and restrooms either furnished to or otherwise
procured by Tenant. In the event any key so furnished to Tenant is lost, Tenant shall pay to Landlord the cost of replacing the same or of changing the lock or locks opened by such lost key if Landlord shall deem it necessary to make such change.

 12.6.    No awnings or other projections shall be attached to any outside wall of the Building. No curtains, blinds,
shades or screens shall be attached to or hung in, or used in connection with, any window or door of the Premises other than Landlord’s standard window coverings. Neither the interior nor exterior of any windows shall be coated or otherwise
sunscreened without Landlord’s prior written consent, nor shall any bottles, parcels or other articles be placed on the windowsills or items attached to windows that are visible from outside the Premises. No equipment, furniture or other items
of personal property shall be placed on any exterior balcony without Landlord’s prior written consent. 

12.7.    No sign, advertisement or notice (“Signage”) shall be exhibited, painted or affixed by Tenant on
any part of the Premises or the Building without Landlord’s prior written consent. Signage shall conform to Landlord’s design criteria. For any Signage, Tenant shall, at Tenant’s own cost and expense, (a) acquire all permits for
such Signage in compliance with Applicable Laws and (b) design, fabricate, install and maintain such Signage in a first-class condition. Tenant 

  
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shall be responsible for reimbursing Landlord for costs incurred by Landlord in removing any of Tenant’s Signage upon the expiration or earlier termination of the Lease. The following
Signage shall be inscribed, painted or affixed for Tenant by Landlord at Landlord’s sole cost and expense, and shall be of a size, color and type and be located in a place acceptable to Landlord: (x) identification signage on all existing
interior Building directories, (y) one (1) interior identification sign on the entry door to the Premises, and (z) one (1) entry on the existing monument located outside of the Building (provided, however, that modifications to, or
replacements of, any such signage described in (x), (y) or (z) above shall be made by Landlord at Tenant’s sole cost and expense). The directory tablet (if any) shall be provided exclusively for the display of the name and location of
tenants only. Tenant shall not place anything on the exterior of the corridor walls or corridor doors other than Landlord’s standard lettering. At Landlord’s option, Landlord may install any Tenant Signage, and Tenant shall pay all costs
associated with such installation within thirty (30) days after demand therefor. 
 12.8.    Tenant may only place
equipment within the Premises with floor loading consistent with the Building’s structural design unless Tenant obtains Landlord’s prior written approval. Tenant may place such equipment only in a location designed to carry the weight of
such equipment. 
 12.9.    Tenant shall cause any equipment or machinery to be installed in the Premises so as to
reasonably prevent sounds or vibrations therefrom from extending into the Common Area or other offices in the Project. 

12.10.    Tenant shall not (a) do or permit anything to be done in or about the Premises that shall in any way
obstruct or interfere with the rights of other tenants or occupants of the Project, or injure or annoy them, (b) use or allow the Premises to be used for immoral, unlawful or objectionable purposes, (c) cause, maintain or permit any
nuisance or waste in, on or about the Project or (d) take any other action that would in Landlord’s reasonable determination in any manner adversely affect other tenants’ quiet use and enjoyment of their space or adversely impact
their ability to conduct business in a professional and suitable work environment. Notwithstanding anything in this Lease to the contrary, Tenant may not install any security systems (including cameras) outside the Premises or that record sounds or
images outside the Premises without Landlord’s prior written consent, which Landlord may withhold in its sole and absolute discretion. 

12.11.    Notwithstanding any other provision herein to the contrary, Tenant shall be responsible for all liabilities,
costs and expenses arising out of or in connection with the compliance of the Premises with the Americans with Disabilities Act, 42 U.S.C. § 12101, et seq., and any state and local accessibility laws, codes, ordinances and rules
(collectively, and together with regulations promulgated pursuant thereto, the “ADA”), and Tenant shall Indemnify the Landlord Indemnitees from and against Claims arising out of any such failure of the Premises to comply with the
ADA. For the avoidance of doubt, “Lenders” shall also include historic tax credit investors and new market tax credit investors. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 

12.12.    Landlord shall be responsible for performing any work in the Common Area required by any Governmental Authority
to comply with the ADA (and all costs incurred by Landlord in connection with any such work may be included in Operating Expenses to the extent 

  
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permitted by Section 9.1 above); provided, however, that Tenant shall be responsible, at its sole cost and expense, for performing (or, at Landlord’s option,
for paying all costs incurred by Landlord in performing) any ADA compliance or other work to the Common Areas that is (a) triggered or otherwise required as a result of the Tenant Improvements or any other Alterations performed by or on behalf
of Tenant, (b) required due to any act or omission of Tenant or any Tenant Party, (c) required due to Tenant’s particular use of the Premises or (d) otherwise Tenant’s responsibility pursuant to the express provisions of
this Lease. 
 13.    Rules and Regulations, CC&Rs, Parking Facilities and Common Area. 

13.1.    Tenant shall have the non-exclusive right, in common with others, to use
the Common Area in conjunction with Tenant’s use of the Premises for the Permitted Use, and such use of the Common Area and Tenant’s use of the Premises shall be subject to the rules and regulations adopted by Landlord and attached hereto
as Exhibit F, together with such other reasonable and nondiscriminatory rules and regulations as are hereafter promulgated by Landlord in its sole and absolute discretion (the “Rules and Regulations”).
Tenant shall and shall ensure that its contractors, subcontractors, employees, subtenants and invitees faithfully observe and comply with the Rules and Regulations. Landlord shall not be responsible to Tenant for the violation or non-performance by any other tenant or any agent, employee or invitee thereof of any of the Rules and Regulations. 

13.2.    This Lease is subject to any recorded covenants, conditions or restrictions on the Project or Property, as the
same may be amended, amended and restated, supplemented or otherwise modified from time to time (the “CC&Rs”); provided that any such amendments, restatements, supplements or modifications do not materially modify
Tenant’s rights or obligations hereunder. Tenant shall, at its sole cost and expense, comply with the CC&Rs. 

13.3.    Tenant shall have a non-exclusive, irrevocable license to use up to one
(1) parking space per one thousand (1,000) square feet of Rentable Area of the Premises, which spaces shall be located in the parking garage adjacent to the Building at 101 Elliott Avenue West, Seattle, Washington (the “101 Elliott
Garage”), in common with other users of the 101 Elliott Garage on an unreserved basis during the Term, at a cost equal to the market rate for such spaces as determined by Landlord from time to time (as of the Execution Date, such rate is
equal to Two Hundred Seventy-Five Dollars ($275) per parking space per month), which Tenant shall pay simultaneously with payments of Base Rent as Additional Rent. Notwithstanding anything to the contrary in this Section, Tenant may, upon sixty
(60) days’ prior written notice to Landlord (but no more than two (2) times per calendar year), choose to release its license to use any portion of the parking spaces allocated to Tenant under this Section (the “Released
Spaces”). In the event of any such release, Tenant shall not be obligated to pay any future monthly parking charge for such Released Spaces, and Landlord, in its sole discretion, may grant use of the Released Spaces to a third party. Tenant
may, upon sixty (60) days’ prior written notice to Landlord (but no more than two (2) times per calendar year), request that Landlord reinstate Tenant’s license to use all or any portion of the Released Spaces. In the event that
all or any portion of the Released Spaces are available (as reasonably determined by Landlord), Landlord shall reinstate Tenant’s license to use the same and Tenant shall be obligated to pay the corresponding parking fee as set forth in this
Section. 

  
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 13.4.    Tenant agrees not to unreasonably overburden the parking
facilities and agrees to cooperate with Landlord and other tenants in the use of the parking facilities. Landlord reserves the right to determine that parking facilities are becoming overcrowded and to limit Tenant’s use thereof;
provided, however, that such right shall be subject to the license granted to Tenant under Section 13.3 above. Upon such determination, Landlord may reasonably allocate parking spaces among Tenant and other tenants of the
Building or the Project. Nothing in this Section, however, is intended to create an affirmative duty on Landlord’s part to monitor parking. 

13.5.    Subject to the terms of this Lease including the Rules and Regulations and the rights of other tenants of the
Project, Tenant shall have the non-exclusive right to access the freight loading dock and service elevator, at no additional cost. 

14.    Project Control by Landlord. 

14.1.    Landlord reserves full control over the Building and the Project to the extent not inconsistent with Tenant’s
enjoyment of the Premises as provided by this Lease. This reservation includes Landlord’s right to subdivide the Project; convert the Building to condominium units; change the size of the Project by selling all or a portion of the Project or
adding real property and any improvements thereon to the Project; grant easements and licenses to third parties; maintain or establish ownership of the Building separate from fee title to the Property; make additions to or reconstruct portions of
the Building and the Project; install, use, maintain, repair, replace and relocate for service to the Premises and other parts of the Building or the Project pipes, ducts, conduits, wires and appurtenant fixtures, wherever located in the Premises,
the Building or elsewhere at the Project; and alter or relocate any other Common Area or facility, including private drives, lobbies, entrances and landscaping; provided, however, that such rights shall be exercised in a way that does not
materially adversely affect Tenant’s beneficial use and occupancy of the Premises, including the Permitted Use and Tenant’s access to the Premises. Tenant acknowledges that Landlord specifically reserves the right to allow the exclusive
use of corridors and restroom facilities located on specific floors to one or more tenants occupying such floors; provided, however, that Tenant shall not be deprived of the use of the corridors reasonably required to serve the Premises or of
restroom facilities serving the floor upon which the Premises are located. 
 14.2.    Possession of areas of the
Premises necessary for utilities, services, safety and operation of the Building is reserved to Landlord. 

14.3.    Tenant shall, at Landlord’s request, promptly execute such further documents as may be reasonably
appropriate to assist Landlord in the performance of its obligations hereunder; provided that Tenant need not execute any document that creates additional liability for Tenant or that deprives Tenant of the quiet enjoyment and use of the
Premises as provided for in this Lease. 
 14.4.    Landlord may, at any and all reasonable times during non-business hours (or during business hours, if (a) with respect to Subsections 14.4(u) through 14.4(y), Tenant so requests, and (b) with respect to Subsection 14.4(z), if Landlord so
requests), and upon twenty-four (24) hours’ prior notice (which may be oral or by email to the office manager or other Tenant-designated individual at the Premises; but provided that no time restrictions shall apply or advance
notice be required if an emergency necessitates immediate entry), enter the Premises to (u) inspect the same and to determine whether Tenant is in compliance with its obligations hereunder, (v) supply any


  
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service Landlord is required to provide hereunder, (w) alter, improve or repair any portion of the Building other than the Premises for which access to the Premises is reasonably. necessary,
(x) post notices of nonresponsibility, (y) access the telephone equipment, electrical substation and fire risers and (z) show the Premises to prospective tenants during the final six (6) months of the Term and current and
prospective purchasers and lenders at any time. In connection with any such alteration, improvement or repair as described in Subsection 14.4(w), Landlord may erect in the Premises or elsewhere in the Project scaffolding and other structures
reasonably required for the alteration, improvement or repair work to be performed. In no event shall Tenant’s Rent abate as a result of Landlord’s activities pursuant to this Section; provided, however, that all such activities
shall be conducted in such a manner so as to cause as little interference to Tenant as is reasonably possible. Landlord shall at all times retain a key with which to unlock all of the doors in the Premises. If an emergency necessitates immediate
access to the Premises, Landlord may use whatever force is necessary to enter the Premises, and any such entry to the Premises shall not constitute a forcible or unlawful entry to the Premises, a detainer of the Premises, or an eviction of Tenant
from the Premises or any portion thereof. 
 15.    Quiet Enjoyment. Landlord covenants that Tenant, upon paying the Rent and
performing its obligations contained in this Lease, may peacefully and quietly have, hold and enjoy the Premises, free from any claim by Landlord or persons claiming under Landlord, but subject to all of the terms and provisions hereof, provisions
of Applicable Laws and rights of record to which this Lease is or may become subordinate. This covenant is in lieu of any other quiet enjoyment covenant, either express or implied. 

16.    Utilities and Services. 

16.1.    Tenant shall pay for all water (including the cost to service, repair and replace reverse osmosis, de-ionized and other treated water), gas, heat, light, power, telephone, internet service, cable television, other telecommunications and other utilities supplied to the Premises, together with any fees, surcharges
and taxes thereon. If any such utility is not separately metered to Tenant, Tenant shall pay Tenant’s Adjusted Share of all charges of such utility jointly metered with other premises as Additional Rent or, in the alternative, Landlord may, at
its option, monitor the usage of such utilities by Tenant and charge Tenant with the cost of purchasing, installing and monitoring such metering equipment, which cost shall be paid by Tenant as Additional Rent. Landlord may base its bills for
utilities on reasonable estimates; provided that Landlord adjusts such billings promptly thereafter or as part of the next Landlord’s Statement to reflect the actual cost of providing utilities to the Premises. To the extent that Tenant uses
more than Tenant’s Pro Rata Share of any utilities, then Tenant shall pay Landlord for Tenant’s Adjusted Share of such utilities to reflect such excess. In the event that the Project is less than fully occupied during a calendar year,
Tenant acknowledges that Landlord may extrapolate utility usage that varies depending on the occupancy of the Project to equal Landlord’s reasonable estimate of what such utility usage would have been had the Project been ninety-five percent
(95%) occupied during such calendar year; provided, however, that Landlord shall not recover more than one hundred percent (100%) of the cost of such utilities. Tenant shall not be liable for the cost of utilities supplied to the Premises
attributable to the time period prior to the Term Commencement Date; provided, however, that, if Landlord shall permit Tenant possession of the Premises prior to the Term Commencement Date and Tenant uses the Premises for any purpose other
than placement of personal property as set forth in Section 4.3, then Tenant shall be responsible for the cost of utilities supplied to the Premises from such earlier date of possession. 

  
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 16.2.    Landlord shall not be liable for, nor shall any eviction of
Tenant result from, the failure to furnish any utility or service, whether or not such failure is caused by accidents; breakage; casualties (to the extent not caused by the party claiming Force Majeure); Severe Weather Conditions (as defined below);
physical natural disasters (but excluding weather conditions that are not Severe Weather Conditions); strikes, lockouts or other labor disturbances or labor disputes (other than labor disturbances and labor disputes resulting solely from the acts or
omissions of the party claiming Force Majeure); acts of terrorism; riots or civil disturbances; wars or insurrections; shortages of materials (which shortages are not unique to the party claiming Force Majeure); government regulations, moratoria or
other governmental actions, inactions or delays; failures to grant consent or delays in granting consent by any Lender whose consent is required under any applicable Loan Document; failures by third parties to deliver gas, oil or another suitable
fuel supply, or inability of the party claiming Force Majeure, by exercise of reasonable diligence, to obtain gas, oil or another suitable fuel; or other causes beyond the reasonable control of the party claiming that Force Majeure has occurred
(collectively, “Force Majeure”); or, to the extent permitted by Applicable Laws, Landlord’s negligence. In the event of such failure, Tenant shall not be entitled to termination of this Lease or any abatement or reduction of
Rent, nor shall Tenant be relieved from the operation of any covenant or agreement of this Lease. “Severe Weather Conditions” means weather conditions that are materially worse than those that reasonably would be anticipated for the
Property at the applicable time based on historic meteorological records. 
 16.3.    Tenant shall pay for, prior to
delinquency of payment therefor, any utilities and services that may be furnished to the Premises during or, if Tenant occupies the Premises after the expiration or earlier termination of the Term, after the Term, beyond those utilities provided by
Landlord, including telephone, internet service, cable television and other telecommunications, together with any fees, surcharges and taxes thereon. Upon Landlord’s demand, utilities and services provided to the Premises that are separately
metered shall be paid by Tenant directly to the supplier of such utilities or services. 
 16.4.    Tenant shall not,
without Landlord’s prior written consent, use any device in the Premises (including data processing machines) that will in any way (a) increase the amount of ventilation, air exchange, gas, steam, electricity or water required or consumed
in the Premises based upon Tenant’s Pro Rata Share of the Building or Project (as applicable) beyond the existing capacity of the Building or the Project usually furnished or supplied for the Permitted Use or (b) exceed Tenant’s Pro
Rata Share of the Building’s or Project’s (as applicable) capacity to provide such utilities or services. 

16.5.    If Tenant shall require utilities or services in excess of those usually furnished or supplied for tenants in
similar spaces in the Building or the Project by reason of Tenant’s equipment or extended hours of business operations, then Tenant shall first procure Landlord’s consent for the use thereof, which consent Landlord may condition upon the
availability of such excess utilities or services, and Tenant shall pay as Additional Rent an amount equal to the cost of providing such excess utilities and services. 

  
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 16.6.    Landlord shall provide water in Common Area for lavatory and
landscaping purposes only, which water shall be from the local municipal or similar source; provided, however, that if Landlord determines that Tenant requires, uses or consumes water provided to the Common Area for any purpose other than
ordinary lavatory purposes, Landlord may install a water meter (“Tenant Water Meter”) and thereby measure Tenant’s water consumption for all purposes. Tenant shall pay Landlord for the costs of any Tenant Water Meter and the
installation and maintenance thereof during the Term. If Landlord installs a Tenant Water Meter, Tenant shall pay for water consumed, as shown on such meter, as and when bills are rendered. If Tenant fails to timely make such payments, Landlord may
pay such charges and collect the same from Tenant. Any such costs or expenses incurred or payments made by Landlord for any of the reasons or purposes stated in this Section shall be deemed to be Additional Rent payable by Tenant and collectible by
Landlord as such. 
 16.7.    Landlord reserves the right to stop service of the elevator, plumbing, ventilation, air
conditioning and utility systems, when Landlord deems necessary or desirable, due to accident, emergency or the need to make repairs, alterations or improvements, until such repairs, alterations or improvements shall have been completed, and
Landlord shall further have no responsibility or liability for failure to supply elevator facilities, plumbing, ventilation, air conditioning or utility service when prevented from doing so by Force Majeure or, to the extent permitted by Applicable
Laws, Landlord’s negligence. Without limiting the foregoing, it is expressly understood and agreed that any covenants on Landlord’s part to furnish any service pursuant to any of the terms, covenants, conditions, provisions or agreements
of this Lease, or to perform any act or thing for the benefit of Tenant, shall not be deemed breached if Landlord is unable to furnish or perform the same by virtue of Force Majeure or, to the extent permitted by Applicable Laws, Landlord’s
negligence. 
 16.8.    Tenant shall be entitled to use Tenant’s Pro Rata Share of remaining power (after deducting
any power required for the Common Area) from the Building’s existing back-up generator (the “Generator”) on a non-exclusive basis with other
tenants in the Building. The cost of maintaining, repairing and replacing the Generator shall constitute Operating Expenses. Landlord expressly disclaims any warranties with regard to the Generator or the installation thereof, including any warranty
of merchantability or fitness for a particular purpose. Landlord shall maintain the Generator and any equipment connecting the Generator to Tenant’s automatic transfer switch in good working condition, provided, however, that
Tenant shall be solely responsible, at Tenant’s sole cost and expense, (and Landlord shall not be liable) for maintaining and operating Tenant’s automatic transfer switch and the distribution of power from Tenant’s automatic transfer
switch throughout the Premises, and provided further that Landlord shall not be liable for any failure to make any repairs or to perform any maintenance of the Generator that is an obligation of Landlord unless and except to the extent that Landlord
willfully fails to make such repairs or perform such maintenance and such failure persists for an unreasonable time after Tenant provides Landlord with written notice of the need for such repairs or maintenance. Upon receipt of such written notice,
Landlord shall promptly commence to cure such failure and shall diligently prosecute the same to completion in accordance with Section 31.12 of this Lease. The provisions of Section 16.2 of this
Lease shall apply to the Generator. 
 16.9.    For the Premises, Landlord shall (a) maintain and operate the HVAC
systems used for the Permitted Use only (“Base HVAC”) and (b) subject to Subsection 16.9(a), furnish HVAC 

  
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as reasonably required (except as this Lease otherwise provides) for reasonably comfortable occupancy of the Premises twenty-four (24) hours a day, every day during the Term, subject to
casualty, eminent domain or as otherwise specified in this Article. Notwithstanding anything to the contrary in this Section, Landlord shall have no liability, and Tenant shall have no right or remedy, on account of any interruption or impairment in
HVAC services. Landlord will use commercially reasonable efforts to cure any HVAC interruption or impairment of the Base HVAC. 

16.10.    For any utilities serving the Premises for which Tenant is billed directly by such utility provider (exclusive
of telephone, cable and internet), Tenant agrees to furnish to Landlord (a) any invoices or statements for such utilities within thirty (30) days after Tenant’s receipt thereof, (b) within thirty (30) days after
Landlord’s request, any other utility usage information reasonably requested by Landlord, and (c) within thirty (30) days after each calendar year during the Term, authorization to allow Landlord to access Tenant’s usage
information necessary for Landlord to complete an ENERGY STAR® Statement of Performance (or similar comprehensive utility usage report (e.g., related to Labs 21), if requested by Landlord) and any other information reasonably requested by
Landlord for the immediately preceding year; and Tenant shall comply with any other energy usage or consumption requirements required by Applicable Laws. Tenant shall retain records of utility usage at the Premises, including invoices and statements
from the utility provider, for at least sixty (60) months, or such other period of time as may be requested by Landlord. Tenant acknowledges that any utility information for the Premises, the Building and the Project may be shared with third
parties, including Landlord’s consultants and Governmental Authorities. In the event that Tenant fails to comply with this Section and fails to cure such failure within ten (10) business days after written notice from Landlord, Tenant
hereby authorizes Landlord to collect utility usage information directly from the applicable utility providers, and Tenant shall pay Landlord a fee of One Thousand Dollars ($1,000) per month to collect such utility usage information. In addition to
the foregoing, Tenant shall comply with all Applicable Laws related to the disclosure and tracking of energy consumption at the Premises. The provisions of this Section shall survive the expiration or earlier termination of this Lease. 

16.11.    Landlord will maintain a card key access system for the Building, either in the form of the system existing as
of the date of this Lease or in a form reasonably equivalent thereto at all times during the Lease Term; however, Landlord will have no liability on account of any failure of such system and the terms of Section 28.4 will
apply regardless of the presence of such access system. 
 17.    Alterations. 

17.1.    Tenant shall make no alterations, additions or improvements in or to the Premises or engage in any construction,
demolition, reconstruction, renovation or other work (whether major or minor) of any kind in, at or serving the Premises (“Alterations”) without Landlord’s prior written approval, which approval may be subject to the consent of
one or more Lenders, if required under any applicable Loan Document, but which approval Landlord shall not otherwise unreasonably withhold; provided, however, that, in the event any proposed Alteration affects (a) any structural portions
of the Building, including exterior walls, the roof, the foundation or slab, foundation or slab systems (including barriers and subslab systems) or the core of the Building, (b) the exterior of the Building or (c) any Building systems,
including elevator, plumbing, HVAC, electrical, security, life safety and power, then Landlord may withhold its approval in its sole and absolute 

  
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discretion. Tenant shall, in making any Alterations, use only those architects, contractors, suppliers and mechanics of which Landlord has given prior written approval, which approval shall be in
Landlord’s sole and absolute discretion. In seeking Landlord’s approval, Tenant shall provide Landlord, at least thirty (30) days in advance of the desired commencement date of any proposed construction, with plans, specifications,
bid proposals, certified stamped engineering drawings and calculations by Tenant’s engineer of record or architect of record (including connections to the Building’s structural system, modifications to the Building’s envelope, non-structural penetrations in slabs or walls, and modifications or tie-ins to life safety systems), work contracts, requests for laydown areas and such other information
concerning the nature and cost of the Alterations as Landlord may reasonably request, provided that Tenant shall not commence any such Alterations that require Landlord’s consent unless and until Tenant has received the written approval of
Landlord and any and all Lenders whose consent is required under any applicable Loan Document. In no event shall Tenant use or Landlord be required to approve any architects, consultants, contractors, subcontractors or material suppliers that
Landlord reasonably believes could cause labor disharmony or may not have sufficient experience, in Landlord’s reasonable opinion, to perform work in an occupied Class “A” laboratory research building and in tenant-occupied lab areas.
Notwithstanding the foregoing, Tenant may make strictly cosmetic changes to the Premises that do not require any permits or more than three (3) total contractors and subcontractors (“Cosmetic Alterations”) without
Landlord’s consent; provided that (y) the cost of any Cosmetic Alterations does not exceed Fifty Thousand Dollars ($50,000) in any one instance or One Hundred Thousand Dollars ($100,000) annually, (z) such Cosmetic Alterations
are not reasonably expected to have any material adverse effect on the Project and do not (i) require any structural or other substantial modifications to the Premises, (ii) require any changes to or adversely affect the Building systems,
(iii) affect any portion of the Building or Project that is exterior to the Premises, or (iv) trigger any requirement under Applicable Laws that would require Landlord to make any alteration or improvement to the Premises, the Building or
the Project. 
 17.2.    Tenant shall not construct or permit to be constructed partitions or other obstructions that
might interfere with free access to mechanical installation or service facilities of the Building or with other tenants’ components located within the Building, or interfere with the moving of Landlord’s equipment to or from the enclosures
containing such installations or facilities. 
 17.3.    Tenant shall accomplish any work performed on the Premises or
the Building in such a manner as to permit any life safety systems to remain fully operable at all times. 

17.4.    Any work performed on the Premises, the Building or the Project by Tenant or Tenant’s contractors shall be
done at such times and in such manner as Landlord may from time to time designate. Tenant covenants and agrees that all work done by Tenant or Tenant’s contractors shall be performed in full compliance with Applicable Laws. Within thirty
(30) days after completion of any Alterations, Tenant shall provide Landlord with complete “as built” drawing print sets and electronic CADD files on disc (or files in such other current format in common use as Landlord reasonably
approves or requires) showing any changes in the Premises, as well as a commissioning report prepared by a licensed, qualified commissioning agent hired by Tenant and approved by Landlord for all new or affected mechanical, electrical and plumbing
systems. Any such “as built” plans shall show the applicable Alterations as an overlay on the Building as-built plans; provided that Landlord provides the Building “as built” plans
to Tenant. 

  
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 17.5.    Before commencing any Alterations, Tenant shall (a) give
Landlord at least thirty (30) days’ prior written notice of the proposed commencement of such work and the names and addresses of the persons supply labor or materials therefor so that Landlord may enter the Premises to post and keep
posted thereon and therein notices or to take any further action that Landlord may reasonably deem proper for the protection of Landlord’s interest in the Project and (b) shall, if required by Landlord, secure, at Tenant’s own cost
and expense, a completion and lien indemnity bond satisfactory to Landlord for such work. 
 17.6.    Tenant shall
repair any damage to the Premises arising from Tenant’s removal of any property from the Premises. During any such restoration period, Tenant shall pay Rent to Landlord as provided herein as if such space were otherwise occupied by Tenant. The
provisions of this Section shall survive the expiration or earlier termination of this Lease. 
 17.7.    The Premises
plus any Alterations; Signage; Landlord Work; Tenant Improvements; attached equipment, decorations, fixtures and trade fixtures; movable laboratory casework and related appliances; and other additions and improvements attached to or built into the
Premises made by either of the parties (including all floor and wall coverings; paneling; sinks and related plumbing fixtures; laboratory benches; exterior venting fume hoods; walk-in freezers and
refrigerators; ductwork; conduits; electrical panels and circuits; attached machinery and equipment; and built-in furniture and cabinets, in each case, together with all additions and accessories thereto),
shall (unless, prior to such construction or installation, Landlord elects otherwise in writing) at all times remain the property of Landlord, shall remain in the Premises and shall (unless, prior to construction or installation thereof, Landlord
elects otherwise in writing) be surrendered to Landlord upon the expiration or earlier termination of this Lease. For the avoidance of doubt, the items listed on Exhibit H attached hereto (which
Exhibit H may be updated by Tenant from and after the Term Commencement Date, subject to Landlord’s written consent) constitute Tenant’s property and shall be removed by Tenant upon the expiration or earlier
termination of the Lease. 
 17.8.    Notwithstanding any other provision of this Article to the contrary, in no event.
shall Tenant remove any improvement from the Premises in which any Lender has a security interest or as to which Landlord contributed payment, including the Landlord Work and the Tenant Improvements, without Landlord’s prior written consent,
which consent Landlord may withhold in its sole and absolute discretion. 
 17.9.    If Tenant shall fail to remove any
of its property from the Premises prior to the expiration or earlier termination of this Lease, then Landlord may, at its option, remove the same in any manner that Landlord shall choose and store such effects without liability to Tenant for loss
thereof or damage thereto, and Tenant shall pay Landlord, upon demand, any costs and expenses incurred due to such removal and storage or Landlord may, at its sole option and without notice to Tenant, sell such property or any portion thereof at
private sale and without legal process for such price as Landlord may obtain and apply the proceeds of such sale against any (a) amounts due by Tenant to Landlord under this Lease and (b) any expenses incident to the removal, storage and
sale of such personal property. 
 17.10.    Tenant shall pay to Landlord an amount equal to five percent (5%) of the
cost to Tenant of all Alterations to cover Landlord’s overhead and expenses for plan review, engineering 

  
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review, coordination, scheduling and supervision thereof or obtaining any required Lender consent. For purposes of payment of such sum, Tenant shall submit to Landlord copies of all bills,
invoices and statements covering the costs of such charges, accompanied by payment to Landlord of the fee set forth in this Section. Tenant shall reimburse Landlord for any extra expenses incurred by Landlord by reason of faulty work done by Tenant
or its contractors, or by reason of delays arising from such faulty work, or by reason of inadequate clean-up. 

17.11.    Within sixty (60) days after final completion of any Alterations performed by Tenant with respect to the
Premises, Tenant shall submit to Landlord documentation showing the amounts expended by Tenant with respect to such Alterations, together with supporting documentation reasonably acceptable to Landlord. 

17.12.    Tenant shall take, and shall cause its contractors to take, commercially reasonable steps to protect the
Premises during the performance of any Alterations, including covering or temporarily removing any window coverings so as to guard against dust, debris or damage. 

17.13.    Tenant shall require its contractors and subcontractors performing work on the Premises to name Landlord and its
affiliates and Lenders as additional insureds on their respective insurance policies. 
 18.    Repairs and Maintenance. 

18.1.    Landlord shall repair and maintain in good condition the structural and exterior portions and Common Area of the
Building and the Project, including roofing and covering materials; foundations (excluding any architectural slabs, but including any structural slabs); exterior walls; plumbing; fire sprinkler systems (if any); base Building HVAC systems up to the
first damper or isolation valve that serves the Premises (for purposes of clarity, the portion of the HVAC system that includes such first damper or isolation valve and extends into and through the Premises, and any supplemental HVAC serving the
Premises shall not be part of the base Building HVAC and shall be Tenant’s obligation to maintain and repair pursuant to Section 18.2 below); elevators; and base Building electrical systems installed or furnished by
Landlord. 
 18.2.    Except for services of Landlord, if any, required by Section 18.1,
Tenant shall at Tenant’s sole cost and expense maintain and keep the Premises (including but not limited to the portion of the HVAC system that includes the first damper or isolation valve and extends into and through the Premises, any
supplemental HVAC serving the Premises, and any other systems or equipment exclusively serving the Premises) and every part thereof in good condition and repair, damage thereto from ordinary wear and tear excepted, and shall, within ten
(10) days after receipt of written notice from Landlord, provide to Landlord any maintenance records that Landlord reasonably requests. Tenant shall, upon the expiration or sooner termination of the Term, surrender the Premises to Landlord in
as good a condition as when received and with the Landlord Work and the Tenant Improvements in substantially the same condition as existed upon Substantial Completion thereof, ordinary wear and tear excepted; and shall, at Landlord’s request
and Tenant’s sole cost and expense, remove all telephone and data systems, wiring and equipment from the Premises, and repair any damage to the Premises caused thereby. Landlord shall have no obligation to alter, remodel, improve, repair,
decorate or paint the Premises or any part thereof, other than pursuant to the terms and provisions of the Landlord Work Plans and the Work Letter. 

  
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 18.3.    Landlord shall not be liable for any failure to make any
repairs or to perform any maintenance that is Landlord’s obligation pursuant to this Lease unless such failure shall persist for an unreasonable time after Tenant provides Landlord with written notice of the need of such repairs or maintenance.
Tenant waives its rights under Applicable Laws now or hereafter in effect to make repairs at Landlord’s expense. 

18.4.    If any excavation shall be made upon land adjacent to or under the Building, or shall be authorized to be made,
Tenant shall afford to the person causing or authorized to cause such excavation, license to enter the Premises for the purpose of performing such work as such person shall deem necessary or desirable to preserve and protect the Building from injury
or damage and to support the same by proper foundations, without any claim for damages or liability against Landlord and without reducing or otherwise affecting Tenant’s obligations under this Lease. 

18.5.    This Article relates to repairs and maintenance arising in the ordinary course of operation of the Building and
the Project. In the event of a casualty described in Article 24, Article 24 shall apply in lieu of this Article. In the event of eminent domain, Article 25 shall apply in lieu of this Article. 

18.6.    Costs incurred by Landlord pursuant to this Article shall constitute Operating Expenses, except for any costs
expressly excluded from Operating Expenses under Section 9.1. 
 19.    Liens. 

19.1.    Subject to the immediately succeeding sentence, Tenant shall keep the Premises, the Building and the Project free
from any liens arising out of work or services performed, materials furnished to or obligations incurred by Tenant. Tenant further covenants and agrees that any mechanic’s or materialman’s lien filed against the Premises, the Building or
the Project for work or services claimed to have been done for, or materials claimed to have been furnished to, or obligations incurred by Tenant shall be discharged or bonded by Tenant within ten (10) days after the filing thereof, at
Tenant’s sole cost and expense. 
 19.2.    Should Tenant fail to discharge or bond against any lien of the nature
described in Section 19.1, Landlord may, at Landlord’s election, pay such claim or post a statutory lien bond or otherwise provide security to eliminate the lien as a claim against title, and Tenant shall immediately
reimburse Landlord for the costs thereof as Additional Rent. Tenant shall Indemnify the Landlord Indemnitees from and against any Claims arising from any such liens, including any administrative, court or other legal proceedings related to such
liens. 
 19.3.    In the event that Tenant leases or finances 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 shall, 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 Premises, the Building or the Project be furnished on a financing statement without qualifying language as to
applicability of the lien only to removable personal property located in an identified suite leased by Tenant. Should any holder of a financing statement record or place 

  
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of record a financing statement that appears to constitute a lien against any interest of Landlord or against equipment that may be located other than within an identified suite leased by Tenant,
Tenant shall, within ten (10) days after filing such financing statement, cause (a) a copy of the lender security agreement or other documents to which the financing statement pertains to be furnished to Landlord to facilitate
Landlord’s ability to demonstrate that the lien of such financing statement is not applicable to Landlord’s interest and (b) Tenant’s lender to amend such financing statement and any other documents of record to clarify that any
liens imposed thereby are not applicable to any interest of Landlord in the Premises, the Building or the Project. 
 20.    Estoppel
Certificate. Tenant shall, within ten (10) days after receipt of written notice from Landlord, execute, acknowledge and deliver a statement in writing substantially in the form attached to this Lease as Exhibit I,
or on any other form reasonably requested by a current or proposed Lender or encumbrancer or proposed purchaser, (a) 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 rental and other charges are paid in advance, if any, (b) acknowledging that there are not, to Tenant’s knowledge, any uncured defaults on
the part of Landlord hereunder, or specifying such defaults if any are claimed, and (c) setting forth such further information with respect to this Lease or the Premises as may be requested thereon. Any such statements may be relied upon by any
prospective purchaser or encumbrancer of all or any portion of the Property. Tenant’s failure to deliver any such statement within such the prescribed time shall, at Landlord’s option, constitute a Default (as defined below) under this
Lease, and, in any event, shall be binding 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. 

21.    Hazardous Materials. 

21.1.    Tenant shall not cause or permit any Hazardous Materials (as defined below) to be brought upon, kept or used in or
about the Premises, the Building or the Project in violation of Applicable Laws by Tenant or any of its employees, agents, contractors or invitees (collectively with Tenant, each a “Tenant Party”). If (a) Tenant breaches such
obligation, (b) the presence of Hazardous Materials as a result of such a breach results in contamination of the Project, any portion thereof, or any adjacent property, (c) contamination of the Premises otherwise occurs during the Term or
any extension or renewal hereof or holding over hereunder or (d) contamination of the Project occurs as a result of Hazardous Materials that are placed on or under or are released into the Project by a Tenant Party, then Tenant shall Indemnify
the Landlord Indemnitees from and against any and all Claims of any kind or nature, including (w) diminution in value of the Project or any portion thereof, (x) damages for the loss or restriction on use of rentable or usable space or of
any amenity of the Project, (y) damages arising from any adverse impact on marketing of space in the Project or any portion thereof and (z) sums paid in settlement of Claims that arise before, during or after the Term as a result of such
breach or contamination. This Indemnification by Tenant includes costs incurred in connection with any investigation of site conditions or any clean-up, remedial, removal or restoration work required by any
Governmental Authority because of Hazardous Materials present in the air, soil or groundwater above, on, under or about the Project. Without limiting the foregoing, if the presence of any Hazardous Materials in, on, under or about the Project, any
portion thereof or any adjacent property caused or permitted by any Tenant Party results in any contamination of the Project, any portion thereof or any adjacent property, then 

  
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Tenant shall promptly take all actions at its sole cost and expense as are necessary to return the Project, any portion thereof or any adjacent property to its respective condition existing prior
to the time of such contamination; provided that Landlord’s written approval of such action shall first be obtained, which approval Landlord shall not unreasonably withhold; and provided, further, that it shall be reasonable for
Landlord to withhold its consent if such actions could have a material adverse long-term or short-term effect on the Project, any portion thereof or any adjacent property. Tenant’s obligations under this Section shall not be affected, reduced
or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts or similar legislation. 

21.2.    Landlord acknowledges that it is not the intent of this Article to prohibit Tenant from operating its business
for the Permitted Use. Tenant may operate its business according to the custom of Tenant’s industry so long as the use or presence of Hazardous Materials is strictly and properly monitored in accordance with Applicable Laws. As a material
inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord (a) a list identifying each type of Hazardous Material to be present at the Premises that is subject to
regulation under any environmental Applicable Laws in the form of a Tier II form pursuant to Section 312 of the Emergency Planning and Community Right-to-Know Act
of 1986 (or any successor statute) or any other form reasonably requested by Landlord, (b) a list of any and all approvals or permits from Governmental Authorities required in connection with the presence of such Hazardous Material at the
Premises and (c) correct and complete copies of (i) notices of violations of Applicable Laws related to Hazardous Materials and (ii) plans relating to the installation of any storage tanks to be installed in, on, under or about the
Project (provided that installation of storage tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent Landlord may withhold in its sole and absolute discretion) and closure plans or any other
documents required by any and all Governmental Authorities for any storage tanks installed in, on, under or about the Project for the closure of any such storage tanks (collectively, “Hazardous Materials Documents”). Tenant shall
deliver to Landlord updated Hazardous Materials Documents, within fourteen (14) days after receipt of a written request therefor from Landlord, not more often than once per year, unless (m) there are any changes to the Hazardous Materials
Documents or (n) Tenant initiates any Alterations or changes its business, in either case in a way that involves any material increase in the types or amounts of Hazardous Materials, in which case Tenant shall deliver updated Hazardous
Materials documents (without Landlord having to request them) before or, if not practicable to do so before, as soon as reasonably practicable after the occurrence of the events in Subsection 21.2(m) or (n). For each type of Hazardous
Material listed, the Hazardous Materials Documents shall include (t) the chemical name, (u) the material state (e.g., solid, liquid, gas or cryogen), (v) the concentration, (w) the storage amount and storage condition (e.g., in
cabinets or not in cabinets), (x) the use amount and use condition (e.g., open use or closed use), (y) the location (e.g., room number or other identification) and (z) if known, the chemical abstract service number. Notwithstanding anything in
this Section to the contrary, Tenant shall not be required to provide Landlord with any documents containing information of a proprietary nature, unless such documents contain a reference to Hazardous Materials or activities related to Hazardous
Materials. Landlord may, at Landlord’s expense, cause the Hazardous Materials Documents to be reviewed by a person or firm qualified to analyze Hazardous Materials to confirm compliance with the provisions of this Lease and with Applicable
Laws. In the event that a review of the Hazardous Materials Documents indicates non-compliance with this Lease or Applicable Laws, Tenant shall, at its expense,


  
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diligently take steps to bring its storage and use of Hazardous Materials into compliance. Notwithstanding anything in this Lease to the contrary or Landlord’s review into Tenant’s
Hazardous Materials Documents or use or disposal of hazardous materials, however, Landlord shall not have and expressly disclaims any liability related to Tenant’s or other tenants’ use or disposal of Hazardous Materials, it being
acknowledged by Tenant that Tenant is best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures. 

21.3.    Tenant represents and warrants to Landlord that is not nor has it been, in connection with the use, disposal or
storage of Hazardous Materials, (a) subject to a material enforcement order issued by any Governmental Authority or (b) required to take any remedial action. 

21.4.    At any time, and from time to time, prior to the expiration of the Term, Landlord shall have the right to conduct
appropriate tests of the Project or any portion thereof to demonstrate that Hazardous Materials are present or that contamination has occurred due to the acts or omissions of a Tenant Party. Tenant shall pay all reasonable costs of such tests if
such tests reveal that Hazardous Materials exist at the Project in violation of this Lease. 
 21.5.    If underground
or other storage tanks storing Hazardous Materials installed or utilized by Tenant are located on the Premises, or are hereafter placed on the Premises by Tenant (or by any other party, if such storage tanks are utilized by Tenant), then Tenant
shall monitor the storage tanks, maintain appropriate records, implement reporting procedures, properly close any underground storage tanks, and take or cause to be taken all other steps necessary or required under the Applicable Laws. Tenant shall
have no responsibility or liability for underground or other storage tanks installed by anyone other than Tenant unless Tenant utilizes such tanks, in which case Tenant’s responsibility for such tanks shall be as set forth in this Section. 

21.6.    Tenant shall promptly report to Landlord any actual or suspected presence of mold or water intrusion at the
Premises. 
 21.7.    Tenant’s obligations under this Article shall survive the expiration or earlier termination
of the Lease. During any period of time needed by Tenant or Landlord after the termination of this Lease to complete the removal from the Premises of any such Hazardous Materials, Tenant shall be deemed a holdover tenant and subject to the
provisions of Article 27. 
 21.8.    As used herein, the term “Hazardous Material” means any
toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic or otherwise hazardous substance, material or waste that is or becomes regulated by Applicable Laws or any Governmental Authority. 

21.9.    Notwithstanding anything to the contrary in this Lease, Landlord shall have sole control over the equitable
allocation of fire control areas (as defined in the Uniform Building Code as adopted by the city or municipality(ies) in which the Project is located (the “UBC”)) within the Project for the storage of Hazardous Materials.
Notwithstanding anything to the contrary in this Lease, the quantity of Hazardous Materials allowed by this Section is specific to Tenant and shall not run with the Lease in the event of a Transfer (as defined in Article 29). In the event of
a Transfer, if the use of Hazardous Materials by such new tenant (“New Tenant”) is such that New Tenant utilizes fire control areas in the Project in excess of New Tenant’s Pro Rata Share of the


  
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Project, then New Tenant shall, at its sole cost and expense and upon Landlord’s written request, establish and maintain a separate area of the Premises classified by the UBC as an
“H” occupancy area for the use and storage of Hazardous Materials, or take such other action as is necessary to ensure that its share of the fire control areas of the Project is not greater than New Tenant’s Pro Rata Share of the
Project. Notwithstanding anything in this Lease to the contrary, Landlord shall not have and expressly disclaims any liability related to Tenant’s or other tenants’ use or disposal of fire control areas, it being acknowledged by Tenant
that Tenant and other tenants are best suited to evaluate the safety and efficacy of its Hazardous Materials usage and procedures. 

22.    Odors and Exhaust. Tenant acknowledges that Landlord would not enter into this Lease with Tenant unless Tenant assured
Landlord that under no circumstances will any other occupants of the Building or the Project (including persons legally present in any outdoor areas of the Project) be subjected to odors or fumes (whether or not noxious), and that the Building and
the Project will not be damaged by any exhaust, in each case from Tenant’s operations. Landlord and Tenant therefore agree as follows: 

22.1.    Tenant shall not cause or permit (or conduct any activities that would cause) any release of any odors or fumes
of any kind from the Premises. 
 22.2.    If the Building has a ventilation system that, in Landlord’s judgment,
is adequate, suitable, and appropriate to vent the Premises in a manner that does not release odors affecting any indoor or outdoor part of the Project, Tenant shall vent the Premises through such system. If Landlord at any time determines that any
existing ventilation system is inadequate, or if no ventilation system exists, Tenant shall in compliance with Applicable Laws vent all fumes and odors from the Premises (and remove odors from Tenant’s exhaust stream) as Landlord requires. The
placement and configuration of all ventilation exhaust pipes, louvers and other equipment shall be subject to Landlord’s approval. Tenant acknowledges Landlord’s legitimate desire to maintain the Project (indoor and outdoor areas) in an
odor-free manner, and Landlord may require Tenant to abate and remove all odors in a manner that goes beyond the requirements of Applicable Laws. 

22.3.    Tenant shall, at Tenant’s sole cost and expense, provide odor eliminators and other devices (such as
filters, air cleaners, scrubbers and whatever other equipment may in Landlord’s judgment be necessary or appropriate from time to time) to completely remove, eliminate and abate any odors, fumes or other substances in Tenant’s exhaust
stream that, in Landlord’s judgment, emanate from Tenant’s Premises. Any work Tenant performs under this Section shall constitute Alterations. 

22.4.    Tenant’s responsibility to remove, eliminate and abate odors, fumes and exhaust shall continue throughout
the Term. Landlord’s construction of the Landlord Work and the Tenant Improvements shall not preclude Landlord from requiring additional measures to eliminate odors, fumes and other adverse impacts of Tenant’s exhaust stream (as Landlord
may designate in Landlord’s discretion). Tenant shall install additional equipment as Landlord requires from time to time under the preceding sentence. Such installations shall constitute Alterations. 

22.5.    If Tenant fails to install satisfactory odor control equipment within ten (10) business days after
Landlord’s demand made at any time, then Landlord may, without limiting Landlord’s 

  
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other rights and remedies, require Tenant to cease and suspend any operations in the Premises that, in Landlord’s determination, cause odors, fumes or exhaust. For example, if Landlord
determines that Tenant’s production of a certain type of product causes odors, fumes or exhaust, and Tenant does not install satisfactory odor control equipment within ten (10) business days after Landlord’s request, then Landlord may
require Tenant to stop producing such type of product in the Premises unless and until Tenant has installed odor control equipment satisfactory to Landlord. 

23.    Insurance. 

23.1.    Landlord shall maintain insurance for the Building and the Project in amounts equal to full replacement cost
(exclusive of the costs of excavation, foundations and footings, engineering costs or such other costs to the extent the same are not incurred in the event of a rebuild and without reference to depreciation taken by Landlord upon its books or tax
returns) or such lesser coverage as Landlord may elect, provided that such coverage shall not be less than the amount of such insurance Landlord’s Lender, if any, requires Landlord to maintain, providing protection against any peril
generally included within the classification “Fire and Extended Coverage,” together with insurance against sprinkler damage (if applicable), vandalism and malicious mischief. Landlord, subject to availability thereof, shall further insure,
if Landlord deems it appropriate, coverage against flood, environmental hazard, earthquake, loss or failure of building equipment, rental loss during the period of repairs or rebuilding, Workers’ Compensation insurance and fidelity bonds for
employees employed to perform services. Notwithstanding the foregoing, Landlord may, but shall not be deemed required to, provide insurance for any improvements installed by Tenant or that are in addition to the standard improvements customarily
furnished by Landlord, without regard to whether or not such are made a part of or are affixed to the Building. 

23.2.    In addition, Landlord shall carry Commercial General Liability insurance with limits of not less than One Million
Dollars ($1,000,000) per occurrence/general aggregate for bodily injury (including death), or property damage with respect to the Project. 

23.3.    Tenant shall, at its own cost and expense, procure and maintain during the Term the following insurance for the
benefit of Tenant and Landlord (as their interests may appear) with insurers financially acceptable and lawfully authorized to do business in the state where the Premises are located: 

(a)    Commercial General Liability insurance on a broad-based occurrence coverage form, with coverages including but not
limited to bodily injury (including death), property damage (including loss of use resulting therefrom), premises/operations, personal & advertising injury, and contractual liability with limits of liability of not less than $2,000,000 for
bodily injury and property damage per occurrence, $2,000,000 general aggregate, which limits may be met by use of excess and/or umbrella liability insurance provided that such coverage is at least as broad as the primary coverages required
herein. 
 (b)    Commercial Automobile Liability insurance covering liability arising from the use or operation of any
auto, including those owned, hired or otherwise operated or used by or on behalf of the Tenant. The coverage shall be on a broad-based occurrence form with combined single limits of not less than $1,000,000 per accident for bodily injury and
property damage. 

  
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 (c)    Commercial Property insurance covering property damage to the
full replacement cost value and business interruption. Covered property shall include all tenant improvements in the Premises (to the extent not insured by Landlord pursuant to Section 23.1) and Tenant’s Property
including personal property, furniture, fixtures, machinery, equipment, stock, inventory and improvements and betterments, which may be owned by Tenant or Landlord and required to be insured hereunder, or which may be leased, rented, borrowed or in
the care custody or control of Tenant, or Tenant’s agents, employees or subcontractors. Such insurance, with respect only to all Tenant Improvements, Alterations or other work performed on the Premises by Tenant (collectively, “Tenant
Work”), shall name Landlord and Landlord’s current and future mortgagees as loss payees as their interests may appear. Such insurance shall be written on an “all risk” of physical loss or damage basis including the perils of
fire, extended coverage, electrical injury, mechanical breakdown, windstorm, vandalism, malicious mischief, sprinkler leakage, back-up of sewers or drains, earthquake, terrorism and such other risks Landlord
may from time to time designate, for the full replacement cost value of the covered items with an agreed amount endorsement with no co-insurance. Business interruption coverage shall have limits sufficient to
cover Tenant’s lost profits and necessary continuing expenses, including rents due Landlord under the Lease. The minimum period of indemnity for business interruption coverage shall be twelve (12) months plus twelve (12) months’
extended period of indemnity. 
 (d)    Workers’ Compensation insurance as is required by statute or law, or as may
be available on a voluntary basis and Employers’ Liability insurance with limits of not less than the following: each accident, Five Hundred Thousand Dollars ($500,000); disease ($500,000); disease (each employee), Five Hundred Thousand Dollars
($500,000). 
 (e)    Medical malpractice insurance at limits of not less than $1,000,000 each claim during such
periods, if any, that Tenant engages in the practice of medicine at the Premises. 
 (f)    Pollution Legal Liability
insurance is required if Tenant stores, handles, generates or treats Hazardous Materials, as determined solely by Landlord, on or about the Premises. Such coverage shall include bodily injury, sickness, disease, death or mental anguish or shock
sustained by any person; property damage including physical injury to or destruction of tangible property including the resulting loss of use thereof, clean-up costs, and the loss of use of tangible property
that has not been physically injured or destroyed; and defense costs, charges and expenses incurred in the investigation, adjustment or defense of claims for such compensatory damages. Coverage shall apply to both sudden and non-sudden pollution conditions including the discharge, dispersal, release or escape of smoke, vapors, soot, fumes, acids, alkalis, toxic chemicals, liquids or gases, waste materials or other irritants,
contaminants or pollutants into or upon land, the atmosphere or any watercourse or body of water. Claims-made coverage is permitted, provided the policy retroactive date is continuously maintained prior to the commencement date of this agreement,
and coverage is continuously maintained during all periods in which Tenant occupies the Premises. Coverage shall be maintained with limits of not less than $1,000,000 per incident with a $2,000,000 policy aggregate and for a period of two
(2) years thereafter. 
 (g)    During all construction by Tenant at the Premises, with respect to tenant
improvements being constructed (including any Alterations, insurance required in Exhibit B-1 must be in place. 

  
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 23.4.    The insurance required of Tenant by this Article shall be with
companies at all times having a current rating of not less than A- and financial category rating of at least Class VII in “A.M. Best’s Insurance Guide” current edition. Tenant shall obtain
for Landlord from the insurance companies/broker or cause the insurance companies/broker to furnish certificates of insurance evidencing all coverages required herein to Landlord. No such policy shall be cancelable or subject to reduction of
coverage or other modification or cancellation except after twenty (20) days’ prior written notice to Landlord from Tenant or its insurers (except in the event of non-payment of premium, in which
case ten (10) days’ written notice shall be given). All such policies shall be written as primary policies, not contributing with and not in excess of the coverage that Landlord may carry. Tenant’s required policies shall contain
severability of interests clauses stating that, except with respect to limits of insurance, coverage shall apply separately to each insured or additional insured. Tenant shall, upon the expiration of such policies, furnish Landlord with renewal
certificates of insurance or binders. Tenant agrees that if Tenant does not take out and maintain such insurance, Landlord may (but shall not be required to) procure such insurance on Tenant’s behalf and at its cost to be paid by Tenant as
Additional Rent. Commercial General Liability, Commercial Automobile Liability, Umbrella Liability and Pollution Legal Liability insurance as required above shall name Landlord, BioMed Realty, L.P., and BRE Edison Parent L.P., and their respective
officers, employees, agents, general partners, members, subsidiaries, affiliates and Lenders (“Landlord Parties”) as additional insureds as respects liability arising from work or operations performed by or on behalf of Tenant,
Tenant’s use or occupancy of Premises, and ownership, maintenance or use of vehicles by or on behalf of Tenant. 

23.5.    In each instance where insurance is to name Landlord Parties as additional insureds, Tenant shall, upon
Landlord’s written request, also designate and furnish certificates evidencing such Landlord Parties as additional insureds to (a) any Lender of Landlord holding a security interest in the Building or the Project, (b) the landlord
under any lease whereunder Landlord is a tenant of the real property upon which the Building is located if the interest of Landlord is or shall become that of a tenant under a ground lease rather than that of a fee owner and (c) any management
company retained by Landlord to manage the Project. 
 23.6.    Tenant assumes the risk of damage to any fixtures,
goods, inventory, merchandise, equipment and leasehold improvements, and Landlord shall not be liable for injury to Tenant’s business or any loss of income therefrom, relative to such damage, all as more particularly set forth within this
Lease. Tenant shall, at Tenant’s sole cost and expense, carry such insurance as Tenant desires for Tenant’s protection with respect to personal property of Tenant or business interruption. 

23.7.    Tenant and its insurers hereby waive any and all rights of recovery or subrogation against the Landlord Parties
with respect to any loss, damage, claims, suits or demands, howsoever caused, that are covered, or should have been covered, by valid and collectible workers’ compensation or employer’s liability insurance, including any deductibles or
self-insurance maintained thereunder. If necessary, Tenant agrees to endorse the required workers’ compensation or employer’s liability insurance policies to permit waivers of subrogation as required hereunder and hold harmless and
indemnify the Landlord Parties for any loss or expense incurred as a result of a failure to obtain such waivers of subrogation from insurers. Such waivers shall continue so long as Tenant’s insurers so permit. Any termination of such a waiver
shall be by written notice to Landlord, containing a description of the circumstances hereinafter set forth in this Section. Tenant, upon obtaining the policies of workers’ compensation or employer’s liability insurance


  
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required or permitted under this Lease, shall give notice to its insurance carriers that the foregoing waiver of subrogation is contained in this Lease. If such policies shall not be obtainable
with such waiver or shall be so obtainable only at a premium over that chargeable without such waiver, then Tenant shall notify Landlord of such conditions. Landlord and Landlord’s insurers hereby waive all rights of subrogation against Tenant
with respect to any loss, damage, claims, suits or demands, howsoever caused, that are covered by any valid and collectible fire and extended insurance coverage that Landlord maintains with respect to the Building and the Project. 

23.8.    Landlord may require insurance policy limits required under this Lease to be raised to conform with requirements
of Landlord’s Lender or to bring coverage limits to levels then being required of new tenants within the Project. 

23.9.    Any costs incurred by Landlord pursuant to this Article shall constitute a portion of Operating Expenses, except
for any costs expressly excluded from Operating Expenses under Section 9.1. 
 23.10.    The
provisions of this Article shall survive the expiration or earlier termination of this Lease. 
 24.    Damage or Destruction.

 24.1.    In the event of a partial destruction of (a) the Premises, (b) the Building, (c) the Common
Area or (d) the Project ((a)-(d) collectively, the “Affected Areas”) by fire or other perils covered by extended coverage insurance not exceeding twenty-five percent (25%) of the full insurable value thereof, and
provided that (w) the damage thereto is such that the Affected Areas may be repaired, reconstructed or restored within a period of six (6) months from the date of the happening of such casualty, (x) Landlord shall receive
insurance proceeds from its insurer or Lender sufficient to cover the cost of such repairs, reconstruction and restoration (except for any deductible amount provided by Landlord’s policy, which deductible amount, if paid by Landlord, shall
constitute an Operating Expense), (y) the repair, reconstruction or restoration of the Affected Areas is permitted by all applicable Loan Documents or otherwise consented to by any and all Lenders whose consent is required thereunder, and
(z) such casualty was not intentionally caused by a Tenant Party, then Landlord shall commence and proceed diligently with the work of repair, reconstruction and restoration of the Affected Areas and this Lease shall continue in full force and
effect. 
 24.2.    In the event of any damage to or destruction of the Building or the Project other than as described
in Section 24.1, Landlord may elect to repair, reconstruct and restore the Building or the Project, as applicable, in which case this Lease shall continue in full force and effect. If Landlord elects not to repair,
reconstruct and restore the Building or the Project, as applicable, then this Lease shall terminate as of the date of such damage or destruction. In the event of any damage or destruction (regardless of whether such damage is governed by
Section 24.1 or this Section), if in Landlord’s determination as set forth in the Damage Repair Estimate (as defined below), the Affected Areas cannot be repaired, reconstructed or restored within twelve
(12) months after the date of the Damage Repair Estimate, then Tenant shall have the right to terminate this Lease, effective as of the date of such damage or destruction, by delivering to Landlord its written notice of termination (a
“Termination Notice”) no later than fifteen (15) days after Landlord delivers to Tenant Landlord’s Damage Repair Estimate. 

  
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 24.3.    As soon as reasonably practicable, but in any event within
sixty (60) days following the date of damage or destruction, Landlord shall notify Tenant of Landlord’s good faith estimate of the period of time in which the repairs, reconstruction and restoration will be completed (the “Damage
Repair Estimate”), which estimate shall be based upon the opinion of a contractor reasonably selected by Landlord and experienced in comparable repair, reconstruction and restoration of similar buildings. Additionally, Landlord shall give
written notice to Tenant within sixty (60) days following the date of damage or destruction of its election not to repair, reconstruct or restore the Building or the Project, as applicable. 

24.4.    Upon any termination of this Lease under any of the provisions of this Article, the parties shall be released
thereby without further obligation to the other from the date possession of the Premises is surrendered to Landlord, except with regard to (a) items occurring prior to the damage or destruction and (b) provisions of this Lease that, by
their express terms, survive the expiration or earlier termination hereof. 
 24.5.    In the event of repair,
reconstruction and restoration as provided in this Article, all Rent to be paid by Tenant under this Lease shall be abated proportionately based on the extent to which Tenant’s use of the Premises is impaired during the period of such repair,
reconstruction or restoration, unless Landlord provides Tenant with other space during the period of repair, reconstruction and restoration that, in Tenant’s reasonable opinion, is suitable for the temporary conduct of Tenant’s business;
provided, however, that the amount of such abatement shall be reduced by the amount of Rent that is received by Tenant as part of the business interruption or loss of rental income with respect to the Premises from the proceeds of business
interruption or loss of rental income insurance. 
 24.6.    Notwithstanding anything to the contrary contained in this
Article, (a) Landlord shall not be required to repair, reconstruct or restore any damage or destruction to the extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder
withholds its consent, and (b) should Landlord be delayed or prevented from completing the repair, reconstruction or restoration of the damage or destruction to the Premises after the occurrence of such damage or destruction by Force Majeure or
delays caused by a Lender or Tenant Party, then the time for Landlord to commence or complete repairs, reconstruction and restoration shall be extended on a day-for-day
basis; provided, however, that, at Landlord’s election, Landlord shall be relieved of its obligation to make such repairs, reconstruction and restoration. 

24.7.    If Landlord is obligated to or elects to repair, reconstruct or restore as herein provided, then Landlord shall
be obligated to make such repairs, reconstruction or restoration only with regard to (a) those portions of the Premises that were originally provided at Landlord’s expense and (b) the Common Area portion of the Affected Areas. The
repairs, reconstruction or restoration of improvements not originally provided by Landlord or at Landlord’s expense shall be the obligation of Tenant. In the event Tenant has elected to upgrade certain improvements from the Building Standard,
Landlord shall, upon the need for replacement due to an insured loss, provide only the Building Standard, unless Tenant again elects to upgrade such improvements and 

  
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pay any incremental costs related thereto, except to the extent that excess insurance proceeds, if received, are adequate to provide such upgrades, in addition to providing for basic repairs,
reconstruction and restoration of the Premises, the Building and the Project. 
 24.8.    Notwithstanding anything to
the contrary contained in this Article, Landlord shall not have any obligation whatsoever to repair, reconstruct or restore the Premises if the damage resulting from any casualty covered under this Article occurs during the last twelve
(12) months of the Term or any extension thereof, or to the extent that insurance proceeds are not available therefor. 

24.9.    Landlord’s obligation, should it elect or be obligated to repair, reconstruct or restore, shall be limited
to the Affected Areas, and shall be conditioned upon Landlord receiving any permits or authorizations required by Applicable Laws. Tenant shall, at its expense, replace or fully repair all of Tenant’s personal property and any Alterations
installed by Tenant existing at the time of such damage or destruction. If Affected Areas are to be repaired, reconstructed or restored in accordance with the foregoing, Landlord shall make available to Tenant any portion of insurance proceeds it
receives that are allocable to the Alterations constructed by Tenant pursuant to this Lease; provided Tenant is not then in default under this Lease, and subject to the requirements of any Lender of Landlord. 

24.10.    This Article sets forth the terms and conditions upon which this Lease may terminate in the event of any damage
or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or destruction. 

25.    Eminent Domain. 

25.1.    In the event (a) the whole of all Affected Areas or (b) such part thereof as shall substantially
interfere with Tenant’s use and occupancy of the Premises for the Permitted Use shall be taken for any public or quasi-public purpose by any lawful power or authority by exercise of the right of appropriation, condemnation or eminent domain, or
sold to prevent such taking, Tenant or Landlord may terminate this Lease effective as of the date possession is required to be surrendered to such authority, except with regard to (y) items occurring prior to the taking and (z) provisions
of this Lease that, by their express terms, survive the expiration or earlier termination hereof. 
 25.2.    In the
event of a partial taking of (a) the Building or the Project or (b) drives, walkways or parking areas serving the Building or the Project for any public or quasi-public purpose by any lawful power or authority by exercise of right of
appropriation, condemnation, or eminent domain, or sold to prevent such taking, then, without regard to whether any portion of the Premises occupied by Tenant was so taken, Landlord may elect to terminate this Lease (except with regard to
(y) items occurring prior to the taking and (z) provisions of this Lease that, by their express terms, survive the expiration or earlier termination hereof) as of such taking if such taking is, in Landlord’s sole opinion, of a
material nature such as to make it uneconomical to continue use of the unappropriated portion for purposes of renting office or laboratory space. 

  
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 25.3.    To the extent permitted under all applicable Loan Documents or
otherwise consented to by any and all Lenders whose consent is required thereunder, Tenant shall be entitled to any award that is specifically awarded as compensation for (a) the taking of Tenant’s personal property that was installed at
Tenant’s expense and (b) the costs of Tenant moving to a new location. Except as set forth in the previous sentence, any award for such taking shall be the property of Landlord. 

25.4.    If, upon any taking of the nature described in this Article, this Lease continues in effect, then Landlord shall
promptly proceed to restore the Affected Areas to substantially their same condition prior to such partial taking. To the extent such restoration is infeasible, as determined by Landlord in its sole and absolute discretion, the Rent shall be
decreased proportionately to reflect the loss of any portion of the Premises no longer available to Tenant. Notwithstanding anything to the contrary contained in this Article, Landlord shall not be required to restore the Affected Areas to the
extent that Landlord is prohibited from doing so by any applicable Loan Document or any Lender whose consent is required thereunder withholds its consent. 

25.5.    This Article sets forth the terms and conditions upon which this Lease may terminate in the event of any damage
or destruction. Accordingly, the parties hereby waive the provisions of any Applicable Laws (and any successor statutes) permitting the parties to terminate this Lease as a result of any damage or destruction. 

26.    Surrender. 

26.1.    At least thirty (30) days prior to Tenant’s surrender of possession of any part of the Premises, Tenant
shall provide Landlord with a facility decommissioning and Hazardous Materials closure plan for the Premises (“Exit Survey”) prepared by an independent third party state-certified professional with appropriate expertise, which Exit
Survey must be reasonably acceptable to Landlord. The Exit Survey shall comply with the American National Standards Institute’s Laboratory Decommissioning guidelines (ANSI/AIHA Z9.11-2008) or any
successor standards published by ANSI or any successor organization (or, if ANSI and its successors no longer exist, a similar entity publishing similar standards). In addition, at least ten (10) days prior to Tenant’s surrender of
possession of any part of the Premises, Tenant shall (a) provide Landlord with written evidence of all appropriate governmental releases obtained by Tenant in accordance with Applicable Laws, including laws pertaining to the surrender of the
Premises, (b) place Laboratory Equipment Decontamination Forms on all decommissioned equipment to assure safe occupancy by future users and (c) conduct a site inspection with Landlord. In addition, Tenant agrees to remain responsible after
the surrender of the Premises for the remediation of any recognized environmental conditions set forth in the Exit Survey and comply with any recommendations set forth in the Exit Survey. Tenant’s obligations under this Section shall survive
the expiration or earlier termination of the Lease. 
 26.2.    No surrender of possession of any part of the Premises
shall release Tenant from any of its obligations hereunder, unless such surrender is accepted in writing by Landlord. 

26.3.    The voluntary or other surrender of this Lease by Tenant shall not effect a merger with Landlord’s fee title
or leasehold interest in the Premises, the Building, the Property or the Project, unless Landlord consents in writing, and shall, at Landlord’s option, operate as an assignment to Landlord of any or all subleases. 

  
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 26.4.    The voluntary or other surrender of any ground or other
underlying lease that now exists or may hereafter be executed affecting the Building or the Project, or a mutual cancellation thereof or of Landlord’s interest therein by Landlord and its lessor shall not effect a merger with Landlord’s
fee title or leasehold interest in the Premises, the Building or the Property and shall, at the option of the successor to Landlord’s interest in the Building or the Project, as applicable, operate as an assignment of this Lease. 

27.    Holding Over. 

27.1.    If, with Landlord’s prior written consent, Tenant holds possession of all or any part of the Premises after
the Term, Tenant shall become a tenant from month to month after the expiration or earlier termination of the Term, and in such case Tenant shall continue to pay (a) Base Rent in accordance with Article 7, as adjusted in accordance with
Article 8, and (b) any amounts for which Tenant would otherwise be liable under this Lease if the Lease were still in effect, including payments for Tenant’s Adjusted Share of Operating Expenses. Any such month-to-month tenancy shall be subject to every other term, covenant and agreement contained herein. 

27.2.    Notwithstanding the foregoing, if Tenant remains in possession of the Premises after the expiration or earlier
termination of the Term without Landlord’s prior written consent, (a) Tenant shall become a tenant at sufferance subject to the terms and conditions of this Lease, except that the monthly rent shall be equal to one hundred fifty percent
(150%) of the Rent in effect during the last thirty (30) days of the Term, and (b) Tenant shall be liable to Landlord for any and all damages suffered by Landlord as a result of such holdover, including any lost rent or consequential,
special and indirect damages (in each case, regardless of whether such damages are foreseeable). 
 27.3.    Acceptance
by Landlord of Rent after the expiration or earlier termination of the Term shall not result in an extension, renewal or reinstatement of this Lease. 

27.4.    The foregoing provisions of this Article are in addition to and do not affect Landlord’s right of reentry or
any other rights of Landlord hereunder or as otherwise provided by Applicable Laws. 
 27.5.    The provisions of this
Article shall survive the expiration or earlier termination of this Lease. 
 28.    Indemnification and Exculpation. 

28.1.    Tenant agrees to Indemnify the Landlord Indemnitees from and against any and all Claims of any kind or nature,
real or alleged, arising from (a) injury to or death of any person or damage to any property occurring within or about the Premises, the Building, the Property or the Project, arising directly or indirectly out of (i) the presence at or
use or occupancy of the Premises or Project by a Tenant Party, (ii) an act or omission on the part of any Tenant Party, (b) a breach or default by Tenant in the performance of any of its obligations hereunder (including any Claim asserted
by any Lender against any Landlord Indemnitees under any Loan Document as a direct 

  
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result of such breach or default by Tenant) or (c) injury to or death of persons or damage to or loss of any property, real or alleged, arising from the serving of alcoholic beverages by a
Tenant Party at the Premises or Project, including liability under any dram shop law, host liquor law or similar Applicable Law, except to the extent directly caused by Landlord’s negligence or willful misconduct. Tenant’s obligations
under this Section shall not be affected, reduced or limited by any limitation on the amount or type of damages, compensation or benefits payable by or for Tenant under workers’ compensation acts, disability benefit acts, employee benefit acts
or similar legislation. Tenant’s obligations under this Section shall survive the expiration or earlier termination of this Lease. 

28.2.    Notwithstanding anything in this Lease to the contrary, Landlord shall not be liable to Tenant for and Tenant
assumes all risk of (a) damage or losses arising from fire, electrical malfunction, gas explosion or water damage of any type (including broken water lines, malfunctioning fire sprinkler systems, roof leaks or stoppages of lines), unless any
such loss is due to Landlord’s willful disregard of written notice by Tenant of need for a repair that Landlord is responsible to make for an unreasonable period of time, and (b) damage to personal property or scientific research,
including loss of records kept by Tenant within the Premises (in each case, regardless of whether such damages are foreseeable). Tenant further waives any claim for injury to Tenant’s business or loss of income relating to any such damage or
destruction of personal property as described in this Section. Notwithstanding anything in the foregoing or this Lease to the contrary, except (x) as otherwise provided herein (including Section 27.2), (y) as may be
provided by Applicable Laws or (z) in the event of Tenant’s breach of Article 21 or Section 26.1, in no event shall Landlord or Tenant be liable to the other for any consequential, special or indirect
damages arising out of this Lease, including lost profits (provided that this Subsection 28.2(z) shall not limit Tenant’s liability for Base Rent or Additional Rent pursuant to this Lease). 

28.3.    Landlord shall not be liable for any damages arising from any act, omission or neglect of any other tenant in the
Building or the Project, or of any other third party. 
 28.4.    Tenant acknowledges that security devices and
services, if any, while intended to deter crime, may not in given instances prevent theft or other criminal acts. Landlord shall not be liable for injuries or losses arising from criminal acts of third parties, and Tenant assumes the risk that any
security device or service may malfunction or otherwise be circumvented by a criminal. If Tenant desires protection against such criminal acts, then Tenant shall, at Tenant’s sole cost and expense, obtain appropriate insurance coverage.
Tenant’s security programs and equipment for the Premises shall be coordinated with Landlord and subject to Landlord’s reasonable approval. 

28.5.    The provisions of this Article shall survive the expiration or earlier termination of this Lease. 

28.6.    The Indemnity from Tenant in this Article is intended to specifically cover actions brought by Tenant’s own
employees, with respect to acts or omissions during the term of this Lease. In that regard, with respect to Landlord, Tenant waives any immunity it may have under Washington’s Industrial Insurance Act, RCW Title 51, to the extent necessary to
provide Landlord with a full and complete Indemnity from claims made by Tenant and its employees, to the extent of their negligence. If losses, liabilities, damages, liens, costs and expenses covered by Tenant’s Indemnity arise from the sole
negligence of Landlord or by the concurrent negligence of both 

  
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Landlord and Tenant, or their respective employees, agents, contractors, invitees and licensees, then Tenant shall Indemnify Landlord only to the extent of any Tenant Parties’ negligence.
LANDLORD AND TENANT ACKNOWLEDGE THAT THE INDEMNIFICATION PROVISIONS OF THIS ARTICLE WERE SPECIFICALLY NEGOTIATED AND AGREED UPON BY THEM. 

29.    Assignment or Subletting. 

29.1.    Except as hereinafter expressly permitted, none of the following (each, a “Transfer”), either
voluntarily or by operation of Applicable Laws, shall be directly or indirectly performed without Landlord’s prior written consent: (a) Tenant selling, hypothecating, assigning, pledging, encumbering or otherwise transferring this Lease or
subletting the Premises or (b) a controlling interest in Tenant being sold, assigned or otherwise transferred (other than as a result of shares in Tenant being sold on a public stock exchange). For purposes of the preceding sentence,
“control” means (a) owning (directly or indirectly) more than fifty percent (50%) of the stock or other equity interests of another person or (b) possessing, directly or indirectly, the power to direct or cause the direction of
the management and policies of such person. Notwithstanding the foregoing, Tenant shall have the right to Transfer, without Landlord’s prior written consent, Tenant’s interest in this Lease or the Premises or any part thereof to any person
that (i) acquires all or substantially all of the assets of Tenant, (ii) is a successor to Tenant by merger, consolidation or reorganization, or (iii) as of the date of determination and at all times thereafter directly, or indirectly
through one or more intermediaries, controls, is controlled by or is under common control with Tenant (any person described in (i), (ii), or (iii), a “Tenant’s Affiliate”); provided that Tenant shall notify Landlord in
writing at least thirty (30) days prior to the effectiveness of such Transfer to Tenant’s Affiliate (an “Exempt Transfer”) and otherwise comply with the requirements of this Lease regarding such Transfer; and
provided, further, that the person that will be the tenant under this Lease after the Exempt Transfer has a net worth (as of both the day immediately prior to and the day immediately after the Exempt Transfer) that is equal to or greater than
the net worth (as of both the Execution Date and the date of the Exempt Transfer) of the transferring Tenant. For purposes of the immediately preceding sentence, “control” requires both (a) owning (directly or indirectly) more than
fifty percent (50%) of the stock or other equity interests of another person and (b) possessing, directly or indirectly, the power to direct or cause the direction of the management and policies of such person. In no event shall Tenant perform
a Transfer to or with an entity that is a tenant at the Project or that is in discussions or negotiations with Landlord or an affiliate of Landlord to lease premises at the Project or a property owned by Landlord or an affiliate of Landlord.
Notwithstanding anything in this Lease to the contrary, if (a) Tenant or any proposed transferee, assignee or sublessee of Tenant has been required by any prior landlord, Lender or Governmental Authority to take material remedial action in
connection with Hazardous Materials contaminating a property if the contamination resulted from such party’s action or omission or use of the property in question or (b) Tenant or any proposed transferee, assignee or sublessee is subject
to a material enforcement order issued by any Governmental Authority in connection with the use, disposal or storage of Hazardous Materials, then Landlord shall have the right to terminate this Lease in Landlord’s sole and absolute discretion
(with respect to any such matter involving Tenant), and it shall not be unreasonable for Landlord to withhold its consent to any proposed transfer, assignment or subletting (with respect to any such matter involving a proposed transferee, assignee
or sublessee). 

  
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 29.2.    In the event Tenant desires to effect a Transfer, then, at
least thirty (30) but not more than ninety (90) days prior to the date when Tenant desires the Transfer to be effective (the “Transfer Date”), Tenant shall provide written notice to Landlord (the “Transfer
Notice”) containing information (including references) concerning the character of the proposed transferee, assignee or sublessee; the Transfer Date; the most recent unconsolidated financial statements of Tenant and of the proposed
transferee, assignee or sublessee satisfying the requirements of Section 40.2 (“Required Financials”); any ownership or commercial relationship between Tenant and the proposed transferee, assignee or
sublessee; copies of Hazardous Materials Documents for the proposed transferee, assignee or sublessee; and the consideration and all other material terms and conditions of the proposed Transfer, all in such detail as Landlord shall reasonably
require. 
 29.3.    Landlord, in determining whether consent should be given to a proposed Transfer, may give
consideration to (a) the financial strength of Tenant and of such transferee, assignee or sublessee (notwithstanding Tenant remaining liable for Tenant’s performance), (b) any change in use that such transferee, assignee or sublessee
proposes to make in the use of the Premises and (c) Landlord’s desire to exercise its rights under Section 29.7 to cancel this Lease. In no event shall Landlord be deemed to be unreasonable for declining to
consent to a Transfer if any applicable Loan Document prohibits such assignment or any Lender whose consent is required thereunder withholds its consent, or if the Transfer is to a transferee, assignee or sublessee of poor reputation, lacking
financial qualifications or seeking a change in the Permitted Use, or jeopardizing directly or indirectly the status of Landlord or any of Landlord’s affiliates as a Real Estate Investment Trust under the Internal Revenue Code of 1986 (as the
same may be amended from time to time, the “Revenue Code”). Notwithstanding anything contained in this Lease to the contrary, (w) no Transfer shall be consummated on any basis such that the rental or other amounts to be paid by
the occupant, assignee, manager or other transferee thereunder would be based, in whole or in part, on the income or profits derived by the business activities of such occupant, assignee, manager or other transferee; (x) Tenant shall not
furnish or render any services to an occupant, assignee, manager or other transferee with respect to whom transfer consideration is required to be paid, or manage or operate the Premises or any capital additions so transferred, with respect to which
transfer consideration is being paid; (y) Tenant shall not consummate a Transfer with any person in which Landlord owns an interest, directly or indirectly (by applying constructive ownership rules set forth in Section 856(d)(5) of the
Revenue Code); and (z) Tenant shall not consummate a Transfer with any person or in any manner that could cause any portion of the amounts received by Landlord pursuant to this Lease or any sublease, license or other arrangement for the right
to use, occupy or possess any portion of the Premises to fail to qualify as “rents from real property” within the meaning of Section 856(d) of the Revenue Code, or any similar or successor provision thereto or which could cause any
other income of Landlord to fail to qualify as income described in Section 856(c)(2) of the Revenue Code. 

29.4.    The following are conditions precedent to a Transfer or to Landlord considering a request by Tenant to a
Transfer: 
 (a)    Tenant shall remain fully liable under this Lease. Tenant agrees that it shall not be (and shall not
be deemed to be) a guarantor or surety of this Lease, however, and waives its right to claim that is it is a guarantor or surety or to raise in any legal proceeding any guarantor or surety defenses permitted by this Lease or by Applicable Laws; 


  
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 (b)    If Tenant or the proposed transferee, assignee or sublessee does
not or cannot deliver the Required Financials, then Landlord may elect to have either Tenant’s ultimate parent company or the proposed transferee’s, assignee’s or sublessee’s ultimate parent company provide a guaranty of the
applicable entity’s obligations under this Lease, in a form acceptable to Landlord, which guaranty shall be executed and delivered to Landlord by the applicable guarantor prior to the Transfer Date; 

(c)    In the case of an Exempt Transfer, Tenant shall provide Landlord with evidence reasonably satisfactory to Landlord
that the Transfer qualifies as an Exempt Transfer; 
 (d)    Tenant shall provide Landlord with evidence reasonably
satisfactory to Landlord that the value of Landlord’s interest under this Lease shall not be diminished or reduced by the proposed Transfer. Such evidence shall include evidence respecting the relevant business experience and financial
responsibility and status of the proposed transferee, assignee or sublessee; 
 (e)    Tenant shall reimburse Landlord
for Landlord’s actual costs and expenses, including reasonable attorneys’ fees, charges and disbursements incurred in connection with the review, processing and documentation of such request, not to exceed Two Thousand Five Hundred Dollars
($2,500); 
 (f)    If Tenant’s transfer of rights or sharing of the Premises provides for the receipt by, on
behalf of or on account of Tenant of any consideration of any kind whatsoever (including a premium rental for a sublease or lump sum payment for an assignment, but excluding Tenant’s reasonable costs in marketing and subleasing the Premises) in
excess of the rental and other charges due to Landlord under this Lease, Tenant shall pay fifty percent (50%) of all of such excess to Landlord, after making deductions for any reasonable marketing expenses, tenant improvement funds expended by
Tenant, alterations, cash concessions, brokerage commissions, attorneys’ fees and free rent actually paid by Tenant. If such consideration consists of cash paid to Tenant, payment to Landlord shall be made upon receipt by Tenant of such cash
payment; 
 (g)    The proposed transferee, assignee or sublessee shall agree that, in the event Landlord gives such
proposed transferee, assignee or sublessee notice that Tenant is in default under this Lease, such proposed transferee, assignee or sublessee shall thereafter make all payments otherwise due Tenant directly to Landlord, which payments shall be
received by Landlord without any liability being incurred by Landlord, except to credit such payment against those due by Tenant under this Lease, and any such proposed transferee, assignee or sublessee shall agree to attorn to Landlord or its
successors and assigns should this Lease be terminated for any reason; provided, however, that in no event shall Landlord or its Lenders, successors or assigns be obligated to accept such attornment; 

(h)    Landlord’s consent to any such Transfer shall be effected on Landlord’s forms; 

(i)    Tenant shall not then be in default hereunder in any respect; 

(j)    Such proposed transferee, assignee or sublessee’s use of the Premises shall be the same as the Permitted Use;


  
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 (k)    Landlord shall not be bound by any provision of any agreement
pertaining to the Transfer, except for Landlord’s written consent to the same; 
 (l)    Tenant shall pay all
transfer and other taxes (including interest and penalties) assessed or payable for any Transfer; 

(m)    Landlord’s consent (or waiver of its rights) for any Transfer shall not waive Landlord’s right to consent
or refuse consent to any later Transfer; 
 (n)    Tenant shall deliver to Landlord one executed copy of any and all
written instruments evidencing or relating to the Transfer; and 
 (o)    Tenant shall deliver to Landlord a list of
Hazardous Materials (as defined below), certified by the proposed transferee, assignee or sublessee to be true and correct, that the proposed transferee, assignee or sublessee intends to use or store in the Premises. Additionally, Tenant shall
deliver to Landlord, on or before the date any proposed transferee, assignee or sublessee takes occupancy of the Premises, all of the items relating to Hazardous Materials of such proposed transferee, assignee or sublessee as described in
Section 21.2. 
 29.5.    Any Transfer that is not in compliance with the provisions of this
Article or with respect to which Tenant does not fulfill its obligations pursuant to this Article shall be void and shall, at the option of Landlord, terminate this Lease. 

29.6.    Notwithstanding any Transfer, Tenant shall remain fully and primarily liable for the payment of all Rent and
other sums due or to become due hereunder, and for the full performance of all other terms, conditions and covenants to be kept and performed by Tenant. The acceptance of Rent or any other sum due hereunder, or the acceptance of performance of any
other term, covenant or condition thereof, from any person or entity other than Tenant shall not be deemed a waiver of any of the provisions of this Lease or a consent to any Transfer. 

29.7.    If Tenant delivers to Landlord a Transfer Notice indicating a desire to transfer this Lease to a proposed
transferee, assignee or sublessee, then Landlord shall have the option, exercisable by giving notice to Tenant at any time within thirty (30) days after Landlord’s receipt of such Transfer Notice, to terminate this Lease as of the date
specified in the Transfer Notice as the Transfer Date, except for those provisions that, by their express terms, survive the expiration or earlier termination hereof. If Landlord exercises such option, then Tenant shall have the right to withdraw
such Transfer Notice by delivering to Landlord written notice of such election within five (5) business days after Landlord’s delivery of notice electing to exercise Landlord’s option to terminate this Lease. In the event Tenant
withdraws the Transfer Notice as provided in this Section, this Lease shall continue in full force and effect. No failure of Landlord to exercise its option to terminate this Lease shall be deemed to be Landlord’s consent to a proposed
Transfer. 
 29.8.    If Tenant sublets the Premises or any portion 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 appoints Landlord as assignee and
attorney-in-fact for Tenant, and Landlord (or a receiver for Tenant appointed on Landlord’s application) may collect such rent and apply it toward Tenant’s
obligations under this Lease; provided that, until the occurrence of a Default (as defined below) by Tenant, Tenant shall have the right to collect such rent. 

  
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 29.9.    In the event that Tenant enters into a sublease for the entire
Premises in accordance with this Article that expires within two (2) days of the Term Expiration Date, the term expiration date of such sublease shall, notwithstanding anything in this Lease, the sublease or any consent to the sublease to the
contrary, be deemed to be the date that is two (2) days prior to the Term Expiration Date. 
 30.    Subordination and
Attornment. 
 30.1.    This Lease shall be subject and subordinate to the lien of any mortgage, deed of trust, or
lease in which Landlord is tenant now or hereafter in force against the Building or the Project and to all advances made or hereafter to be made upon the security thereof without the necessity of the execution and delivery of any further instruments
on the part of Tenant to effectuate such subordination. 
 30.2.    Notwithstanding the foregoing, Tenant shall execute
and deliver upon demand such further instrument or instruments evidencing such subordination of this Lease to the lien of any such mortgage or mortgages or deeds of trust or lease in which Landlord is tenant as may be required by Landlord. If any
Lender so elects, however, this Lease shall be deemed prior in lien to any such lease, mortgage, or deed of trust upon or including the Premises regardless of date and Tenant shall execute a statement in writing to such effect at Landlord’s
request. If Tenant fails to execute any document required from Tenant under this Section within ten (10) days after written request therefor, Tenant hereby constitutes and appoints Landlord or its special attorney-in-fact to execute and deliver any such document or documents in the name of Tenant. Such power is coupled with an interest and is irrevocable. For the avoidance of doubt, “Lenders” shall
also include historic tax credit investors and new market tax credit investors. 
 30.3.    Upon written request of
Landlord and opportunity for Tenant to review, Tenant agrees to execute any Lease amendments not materially altering the terms of this Lease, if required by a Lender incident to the financing of the real property of which the Premises constitute a
part. 
 30.4.    In the event any proceedings are brought for foreclosure, or in the event of the exercise of the power
of sale under any mortgage or deed of trust made by Landlord covering the Premises, Tenant shall at the election of the purchaser at such foreclosure or sale attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as
Landlord under this Lease. 
 31.    Defaults and Remedies. 

31.1.    Late payment by Tenant to Landlord of Rent and other sums due shall cause Landlord to incur costs not contemplated
by this Lease, the exact amount of which shall be extremely difficult and impracticable to ascertain. Such costs include processing and accounting charges and late charges that may be imposed on Landlord by the terms of any mortgage or trust deed
covering the Premises. Therefore, if any installment of Rent due from Tenant is not received by Landlord within three (3) days after the date such payment is due, Tenant shall pay to Landlord (a) an additional sum of six percent (6%) of
the overdue Rent as a late charge plus (b) interest at an annual rate (the “Default Rate”) equal to the lesser of (a) twelve percent (12%) and (b) the highest rate permitted by Applicable Laws. The parties agree that
this late charge represents a fair 

  
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and reasonable estimate of the costs that Landlord shall incur by reason of late payment by Tenant and shall be payable as Additional Rent to Landlord due with the next installment of Rent or
within five (5) business days after Landlord’s demand, whichever is earlier. Landlord’s acceptance of any Additional Rent (including a late charge or any other amount hereunder) shall not be deemed an extension of the date that Rent
is due or prevent Landlord from pursuing any other rights or remedies under this Lease, at law or in equity. 

31.2.    No payment by Tenant or receipt by Landlord of a lesser amount than the Rent payment herein stipulated shall be
deemed to be other than on account of the Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without
prejudice to Landlord’s right to recover the balance of such Rent or pursue any other remedy provided in this Lease or in equity or at law. If a dispute shall arise as to any amount or sum of money to be paid by Tenant to Landlord hereunder,
Tenant shall have the right to make payment “under protest,” such payment shall not be regarded as a voluntary payment, and there shall survive the right on the part of Tenant to institute suit for recovery of the payment paid under
protest. 
 31.3.    If Tenant fails to pay any sum of money required to be paid by it hereunder or perform any other
act on its part to be performed hereunder, in each case within the applicable cure period (if any) described in Section 31.4, then Landlord may (but shall not be obligated to), without waiving or releasing Tenant from any
obligations of Tenant, make such payment or perform such act; provided that such failure by Tenant unreasonably interfered with the use of the Building or the Project by any other tenant or with the efficient operation of the Building or the
Project, or resulted or could have resulted in a violation of Applicable Laws or the cancellation of an insurance policy maintained by Landlord. Notwithstanding the foregoing, in the event of an emergency, Landlord shall have the right to enter the
Premises and act in accordance with its rights as provided elsewhere in this Lease. In addition to the late charge described in Section 31.1, Tenant shall pay to Landlord as Additional Rent all sums so paid or incurred by
Landlord, together with interest at the Default Rate, computed from the date such sums were paid or incurred. 

31.4.    The occurrence of any one or more of the following events shall constitute a “Default” hereunder
by Tenant: 
 (a)    Tenant abandons or vacates the Premises; 

(b)    Tenant fails to make any payment of Rent, as and when due, or to satisfy its obligations under Article 19,
where such failure shall continue for a period of three (3) days after written notice thereof from Landlord to Tenant; 

(c)    Tenant fails to observe or perform any obligation or covenant contained herein (other than described in Sections
31.4(a) and 31.4(b)) to be performed by Tenant, where such failure continues for a period of ten (10) days after written notice thereof from Landlord to Tenant; provided that, if the nature of Tenant’s default is such
that it reasonably requires more than ten (10) days to cure, Tenant shall not be deemed to be in Default if Tenant commences such cure within such ten (10) day period and thereafter diligently prosecutes the same to completion; and
provided, further, that such cure is completed no later than thirty (30) days after Tenant’s receipt of written notice from Landlord; 

  
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 (d)    Tenant makes an assignment for the benefit of creditors; 

(e)    A receiver, trustee or custodian is appointed to or does take title, possession or control of all or substantially
all of Tenant’s assets; 
 (f)    Tenant files a voluntary petition under the United States Bankruptcy Code or any
successor statute (as the same may be amended from time to time, the “Bankruptcy Code”) or an order for relief is entered against Tenant pursuant to a voluntary or involuntary proceeding commenced under any chapter of the Bankruptcy
Code; 
 (g)    Any involuntary petition is filed against Tenant under any chapter of the Bankruptcy Code and is not
dismissed within one hundred twenty (120) days; 
 (h)    Tenant fails to deliver an estoppel certificate in
accordance with Article 20; or 
 (i)    Tenant’s interest in this Lease is attached, executed upon or
otherwise judicially seized and such action is not released within one hundred twenty (120) days of the action. 
 Notices given under this Section
shall specify the alleged default and shall demand that Tenant perform the provisions of this Lease or pay the Rent that is in arrears, as the case may be, within the applicable period of time, or quit the Premises. No such notice shall be deemed a
forfeiture or a termination of this Lease unless Landlord elects otherwise in such notice. The foregoing notice and cure provisions shall be inclusive of and not in addition to the notices and cure periods provided for in RCW 59.12, as now or
hereafter amended, or any legislation in lieu or substitution thereof. 
 31.5.    In the event of a Default by Tenant,
and at any time thereafter, with or without notice or demand and without limiting Landlord in the exercise of any right or remedy that Landlord may have, Landlord has the right to do any or all of the following: 

(a)    Halt any Tenant Improvements and Alterations and order Tenant’s contractors, subcontractors, consultants,
designers and material suppliers to stop work; 
 (b)    Terminate Tenant’s right to possession of the Premises by
written notice to Tenant or by any lawful means, in which case Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall have the immediate right to re-enter and
remove all persons and property, and such property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of
trespass or becoming liable for any loss or damage that may be occasioned thereby; and 
 (c)    Terminate this Lease,
in which event Tenant shall immediately surrender possession of the Premises to Landlord. In such event, Landlord shall have the immediate right to re-enter and remove all persons and property, and such
property may be removed and stored in a public warehouse or elsewhere at the cost and for the account of Tenant, all without service of notice or resort to legal process and without being deemed guilty of trespass or becoming liable for any loss or
damage that may be occasioned thereby. In the event that Landlord shall elect to 

  
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so terminate this Lease, then Landlord shall be entitled to recover from Tenant all damages incurred by Landlord by reason of Tenant’s default, including: 

(i)    The sum of: 

A.    The worth at the time of award of any unpaid Rent that had accrued at the time of such termination; plus 

B.    The worth at the time of award of the amount by which the unpaid Rent that would have accrued during the period
commencing with termination of the Lease and ending at the time of award exceeds that portion of the loss of Landlord’s rental income from the Premises that Tenant proves to Landlord’s reasonable satisfaction 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 that portion of the loss of Landlord’s rental income from the Premises that Tenant proves to Landlord’s reasonable satisfaction could have been reasonably avoided; plus 

D.    Any other amount necessary to compensate Landlord for all the detriment arising from Tenant’s failure to
perform its obligations under this Lease or that in the ordinary course of things would be likely to result therefrom, including the cost of restoring the Premises to the condition required under the terms of this Lease, including any rent payments
not otherwise chargeable to Tenant (e.g., during any “free” rent period or rent holiday); plus 
 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 Laws; or 

(ii)    At Landlord’s election, as minimum liquidated damages in addition to any (A) amounts paid or payable to
Landlord pursuant to Section 31.5(c)(i)(A) prior to such election and (B) costs of restoring the Premises to the condition required under the terms of this Lease, an amount (the “Election Amount”)
equal to either (Y) the positive difference (if any, and measured at the time of such termination) between (1) the then-present value of the total Rent and other benefits that would have accrued to Landlord under this Lease for the
remainder of the Term if Tenant had fully complied with the Lease minus (2) the then-present cash rental value of the Premises as determined by Landlord for what would be the then-unexpired Term if the Lease remained in effect, computed using
the discount rate of the Federal Reserve Bank of San Francisco at the time of the award plus one (1) percentage point (the “Discount Rate”) or (Z) twelve (12) months (or such lesser number of months as may then be
remaining in the Term) of Base Rent and Additional Rent at the rate last payable by Tenant pursuant to this Lease, in either case as Landlord specifies in such election. Landlord and Tenant agree that the Election Amount represents a reasonable
forecast of the minimum damages expected to occur in the event of a breach, taking into account the uncertainty, time and cost of determining elements relevant to actual damages, such as fair market rent, time and costs that may be required to re-lease the Premises, and other factors; and that the Election Amount is not a penalty 
 As used in Sections
31.5(c)(i)(A) and (B), “worth at the time of award” shall be computed by allowing interest at the Default Rate. As used in Section 31.5(c)(i)(C), the “worth at the time of the award” shall be
computed by taking the present value of such amount, using the Discount Rate. 

  
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 31.6.    In addition to any other remedies available to Landlord at law
or in equity and under this Lease, Landlord may continue this Lease in effect after Tenant’s Default or abandonment and recover Rent as it becomes due. In addition, Landlord shall not be liable in any way whatsoever for its failure or refusal
to relet the Premises. For purposes of this Section, the following acts by Landlord will not constitute the termination of Tenant’s right to possession of the Premises: 

(a)    Acts of maintenance or preservation or efforts to red the Premises, including alterations, remodeling,
redecorating, repairs, replacements or painting as Landlord shall consider advisable for the purpose of reletting the Premises or any part thereof; or 

(b)    The appointment of a receiver upon the initiative of Landlord to protect Landlord’s interest under this Lease
or in the Premises. 
 Notwithstanding the foregoing, in the event of a Default by Tenant, Landlord may elect at any time to terminate this Lease and to
recover damages to which Landlord is entitled. 
 31.7.    If Landlord does not elect to terminate this Lease as
provided in Section 31.5, then Landlord may, from time to time, recover all Rent as it becomes due under this Lease. At any time thereafter, Landlord may elect to terminate this Lease and to recover damages to which
Landlord is entitled. 
 31.8.    In the event Landlord elects to terminate this Lease and relet the Premises, Landlord
may execute any new lease in its own name. Tenant hereunder shall have no right or authority whatsoever to collect any Rent from such tenant. The proceeds of any such reletting shall be applied as follows: 

(a)    First, to the payment of any indebtedness other than Rent due hereunder from Tenant to Landlord, including storage
charges or brokerage commissions owing from Tenant to Landlord as the result of such reletting; 
 (b)    Second, to the
payment of the costs and expenses of reletting the Premises, including (i) alterations and repairs that Landlord deems reasonably necessary and advisable and (ii) reasonable attorneys’ fees, charges and disbursements incurred by
Landlord in connection with the retaking of the Premises and such reletting; 
 (c)    Third, to the payment of Rent and
other charges due and unpaid hereunder; and 
 (d)    Fourth, to the payment of future Rent and other damages payable by
Tenant under this Lease. 
 31.9.    All of Landlord’s rights, options and remedies hereunder shall be construed
and held to be nonexclusive and cumulative. Landlord shall have the right to pursue any one or all of such remedies, or any other remedy or relief that may be provided by Applicable Laws, whether or not stated in this Lease. No waiver of any default
of Tenant hereunder shall be implied from any acceptance by Landlord of any Rent or other payments due hereunder or any omission by 

  
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Landlord to take any action on account of such default if such default persists or is repeated, and no express waiver shall affect defaults other than as specified in such waiver. Notwithstanding
any provision of this Lease to the contrary, in no event shall Landlord be required to mitigate its damages with respect to any default by Tenant, except as required by Applicable Laws. Any such obligation imposed by Applicable Laws upon Landlord to
relet the Premises after any termination of this Lease shall be subject to the reasonable requirements of Landlord to (a) lease to high quality tenants on such terms as Landlord may from time to time deem appropriate in its discretion and
(b) develop the Project in a harmonious manner with a mix of uses, tenants, floor areas, terms of tenancies, etc., as determined by Landlord. Landlord shall not be obligated to relet the Premises to (y) any Tenant’s Affiliate or
(z) any party (i) unacceptable to a Lender, (ii) that requires Landlord to make improvements to or re-demise the Premises, (iii) that desires to change the Permitted Use, (iv) that
desires to lease the Premises for more or less than the remaining Term or (v) to whom Landlord or an affiliate of Landlord may desire to lease other available space in the Project or at another property owned by Landlord or an affiliate of
Landlord. 
 31.10.    Landlord’s termination of (a) this Lease or (b) Tenant’s right to possession
of the Premises shall not relieve Tenant of any liability to Landlord that has previously accrued or that shall arise based upon events that occurred prior to the later to occur of (y) the date of Lease termination and (z) the date Tenant
surrenders possession of the Premises. 
 31.11.    To the extent permitted by Applicable Laws, Tenant waives any and
all rights of redemption granted by or under any present or future Applicable Laws if Tenant is evicted or dispossessed for any cause, or if Landlord obtains possession of the Premises due to Tenant’s default hereunder or otherwise. 

31.12.    Landlord shall not be in default or liable for damages under this Lease unless Landlord fails to perform
obligations required of Landlord within a reasonable time, but in no event shall such failure continue for more than thirty (30) days after written notice from Tenant specifying the nature of Landlord’s failure; provided, however,
that if the nature of Landlord’s obligation is such that more than thirty (30) days are required for its performance, then Landlord shall not be in default if Landlord commences performance within such thirty (30) day period and
thereafter diligently prosecutes the same to completion. In no event shall Tenant have the right to terminate or cancel this Lease or to withhold or abate rent or to set off any Claims against Rent as a result of any default or breach by Landlord of
any of its covenants, obligations, representations, warranties or promises hereunder, except as may otherwise be expressly set forth in this Lease. 

31.13.    In the event of any default by Landlord, Tenant shall give notice by registered or certified mail to any
(a) beneficiary of a deed of trust or (b) mortgagee under a mortgage covering the Premises, the Building or the Project and to any landlord of any lease of land upon or within which the Premises, the Building or the Project is located, and
shall offer such beneficiary, mortgagee or landlord a reasonable opportunity to cure the default, including time to obtain possession of the Building or the Project by power of sale or a judicial action if such should prove necessary to effect a
cure; provided that Landlord shall furnish to Tenant in writing, upon written request by Tenant, the names and addresses of all such persons who are to receive such notices. 

32.    Bankruptcy. In the event a debtor, trustee or debtor in possession under the Bankruptcy Code, or another person with similar
rights, duties and powers under any other Applicable Laws, 

  
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proposes to cure any default under this Lease or to assume or assign this Lease and is obliged to provide adequate assurance to Landlord that (a) a default shall be cured, (b) Landlord
shall be compensated for its damages arising from any breach of this Lease and (c) future performance of Tenant’s obligations under this Lease shall occur, then such adequate assurances shall include any or all of the following, as
designated by Landlord in its sole and absolute discretion: 
 32.1.    Those acts specified in the Bankruptcy Code or
other Applicable Laws as included within the meaning of “adequate assurance,” even if this Lease does not concern a shopping center or other facility described in such Applicable Laws; 

32.2.    A prompt cash payment to compensate Landlord for any monetary defaults or actual damages arising directly from a
breach of this Lease; 
 32.3.    A cash deposit in an amount at least equal to the then-current amount of the Security
Deposit; or 
 32.4.    The assumption or assignment of all of Tenant’s interest and obligations under this Lease.

 33.    Brokers. 

33.1.    Tenant represents and warrants that it has had no dealings with any real estate broker or agent in connection with
the negotiation of this Lease other than CBRE, Inc. (“Broker”), and that it knows of no other real estate broker or agent that is or might be entitled to a commission in connection with this Lease. Landlord shall compensate Broker
in relation to this Lease pursuant to a separate agreement between Landlord and Broker. 
 33.2.    Tenant represents
and warrants that no broker or agent has made any representation or warranty relied upon by Tenant in Tenant’s decision to enter into this Lease, other than as contained in this Lease. 

33.3.    Tenant acknowledges and agrees that the employment of brokers by Landlord is for the purpose of solicitation of
offers of leases from prospective tenants and that no authority is granted to any broker to furnish any representation (written or oral) or warranty from Landlord unless expressly contained within this Lease. Landlord is executing this Lease in
reliance upon Tenant’s representations, warranties and agreements contained within Sections 33.1 and 33.2. 

33.4.    Tenant agrees to Indemnify the Landlord Indemnitees from any and all cost or liability for compensation claimed
by any broker or agent, other than Broker, employed or engaged by Tenant or claiming to have been employed or engaged by Tenant. 

34.    Definition of Landlord. With regard to obligations imposed upon Landlord pursuant to this Lease, the term
“Landlord,” as used in this Lease, shall refer only to Landlord or Landlord’s then-current successor-in-interest. In the event of any transfer,
assignment or conveyance of Landlord’s interest in this Lease or in Landlord’s fee title to or leasehold interest in the Property, as applicable, Landlord herein named (and in case of any subsequent transfers or conveyances, the subsequent
Landlord) shall be automatically freed and relieved, from and after the date of such transfer, assignment or conveyance, from all liability for the performance of any covenants or 

  
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obligations contained in this Lease thereafter to be performed by Landlord and, without further agreement, the transferee, assignee or conveyee of Landlord’s in this Lease or in
Landlord’s fee title to or leasehold interest in the Property, as applicable, shall be deemed to have assumed and agreed to observe and perform any and all covenants and obligations of Landlord hereunder during the tenure of its interest in the
Lease or the Property. Landlord or any subsequent Landlord may transfer its interest in the Premises or this Lease without Tenant’s consent. 

35.    Limitation of Landlord’s Liability. 

35.1.    If Landlord is in default under this Lease and, as a consequence, Tenant recovers a monetary judgment against
Landlord, the judgment shall be satisfied only out of (a) the proceeds of sale received on execution of the judgment and levy against the right, title and interest of Landlord in the Building and the Project, (b) rent or other income from
such real property receivable by Landlord or (c) the consideration received by Landlord from the sale, financing, refinancing or other disposition of all or any part of Landlord’s right, title or interest in the Building or the Project.

 35.2.    Neither Landlord nor any of its affiliates, nor any of their respective partners, shareholders, directors,
officers, employees, members or agents shall be personally liable for Landlord’s obligations or any deficiency under this Lease, and service of process shall not be made against any shareholder, director, officer, employee or agent of Landlord
or any of Landlord’s affiliates. No partner, shareholder, director, officer, employee, member or agent of Landlord or any of its affiliates shall be sued or named as a party in any suit or action, and service of process shall not be made
against any partner or member of Landlord except as may be necessary to secure jurisdiction of the partnership, joint venture or limited liability company, as applicable. No partner, shareholder, director, officer, employee, member or agent of
Landlord or any of its affiliates shall be required to answer or otherwise plead to any service of process, and no judgment shall be taken or writ of execution levied against any partner, shareholder, director, officer, employee, member or agent of
Landlord or any of its affiliates. 
 35.3.    Each of the covenants and agreements of this Article shall be applicable
to any covenant or agreement either expressly contained in this Lease or imposed by Applicable Laws and shall survive the expiration or earlier termination of this Lease. 

36.    Joint and Several Obligations. If more than one person or entity executes this Lease as Tenant, then: 

36.1.    Each of them is jointly and severally liable for the keeping, observing and performing of all of the terms,
covenants, conditions, provisions and agreements of this Lease to be kept, observed or performed by Tenant, and such terms, covenants, conditions, provisions and agreements shall be binding with the same force and effect upon each and all of the
persons executing this Agreement as Tenant; and 
 36.2.    The term “Tenant,” as used in this Lease,
shall mean and include each of them, jointly and severally. The act of, notice from, notice to, refund to, or signature of any one or more of them with respect to the tenancy under this Lease, including any renewal, extension, expiration,
termination or modification of this Lease, shall be binding upon each and all of the persons executing this Lease as Tenant with the same force and effect as if each and all of them had so acted, so given or received such notice or refund, or so
signed. 

  
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 37.    Representations. Tenant guarantees, warrants and represents that
(a) Tenant is duly incorporated or otherwise established or formed and validly existing under the laws of its state of incorporation, establishment or formation, (b) Tenant has and is duly qualified to do business in the state in which the
Property is located, (c) Tenant has full corporate, partnership, trust, association or other appropriate power and authority to enter into this Lease and to perform all Tenant’s obligations hereunder, (d) each person (and all of the
persons if more than one signs) signing this Lease on behalf of Tenant is duly and validly authorized to do so and (e) neither (i) the execution, delivery or performance of this Lease nor (ii) the consummation of the transactions
contemplated hereby will violate or conflict with any provision of documents or instruments under which Tenant is constituted or to which Tenant is a party. In addition, Tenant guarantees, warrants and represents that none of (x) it, (y) its
affiliates or partners nor (z) to the best of its knowledge, its members, shareholders or other equity owners or any of their respective employees, officers, directors, representatives or agents is a person or entity with whom U.S. persons or
entities are restricted from doing business under regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or
under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism) or other similar governmental action. 

38.    Confidentiality. Tenant shall keep the terms and conditions of this Lease and any information provided to Tenant or its
employees, agents or contractors pursuant to Article 9 confidential and shall not (a) disclose to any third party any terms or conditions of this Lease or any other Lease-related document (including subleases, assignments, work letters,
construction contracts, letters of credit, subordination agreements, non-disturbance agreements, brokerage agreements or estoppels) or (b) provide to any third party an original or copy of this Lease (or
any Lease-related document). Landlord shall not release to any third party any non-public financial information or non-public information about Tenant’s ownership
structure that Tenant gives Landlord. Notwithstanding the foregoing, confidential information under this Section may be released by Landlord or Tenant under the following circumstances: (x) if required by Applicable Laws or in any judicial
proceeding; provided that the releasing party has given the other party reasonable notice of such requirement, if feasible, (y) to a party’s attorneys, accountants, brokers, lenders, potential lenders, investors, potential investors
and other bona fide consultants or advisers (with respect to this Lease only); provided such third parties agree to be bound by this Section or (z) to bona fide prospective assignees or subtenants of this Lease; provided they
agree in writing to be bound by this Section. 
 39.    Notices. Except as otherwise stated in this Lease, any notice, consent,
demand, invoice, statement or other communication required or permitted to be given hereunder shall be in writing and shall be given by (a) personal delivery, (b) overnight delivery with a reputable international overnight delivery
service, such as FedEx, or (c) facsimile or email transmission, so long as such transmission is followed within one (1) business day by delivery utilizing one of the methods described in Subsection 39(a) or (b). Any such
notice, consent, demand, invoice, statement or other communication shall be deemed delivered (x) upon receipt, if given in accordance with Subsection 39(a); (y) one (1) business day after deposit with a reputable international
overnight 

  
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delivery service, if given if given in accordance with Subsection 39(b); or (z) upon transmission, if given in accordance with Subsection 39(c). Except as otherwise stated in
this Lease, any notice, consent, demand, invoice, statement or other communication required or permitted to be given pursuant to this Lease shall be addressed to Tenant at the Premises, or to Landlord or Tenant at the addresses shown in Sections
2.9 and 2.10 or 2.11, respectively. Either party may, by notice to the other given pursuant to this Section, specify additional or different addresses for notice purposes. 

40.    Miscellaneous. 

40.1.    Landlord reserves the right to change the name of the Building or the Project in its sole discretion. 

40.2.    To induce Landlord to enter into this Lease, Tenant agrees that it shall furnish to Landlord, from time to time,
within ten (10) business days after receipt of Landlord’s written request, the most recent year-end unconsolidated financial statements reflecting Tenant’s current financial condition audited by
a nationally recognized accounting firm. Tenant shall, within ninety (90) days after the end of Tenant’s financial year, furnish Landlord with a certified copy of Tenant’s year-end
unconsolidated financial statements for the previous year audited by a nationally recognized accounting firm. Tenant represents and warrants that all financial statements, records and information furnished by Tenant to Landlord in connection with
this Lease are true, correct and complete in all respects. If audited financials are not otherwise prepared, unaudited financials (complete with reasonable supporting documentation, including (without limitation) bank statements) certified by the
chief financial officer of Tenant as true, correct and complete in all respects shall suffice for purposes of this Section. If Tenant fails to deliver to Landlord any financial statement within the time period required under this Section, then
Tenant shall be required to pay to Landlord an administrative fee equal to One Thousand Dollars ($1,000) within five (5) business days after receiving written notice from Landlord advising Tenant of such failure, unless Tenant cures such
failure within such five (5) business day period (provided, however, that Landlord’s acceptance of such fee shall not prevent Landlord from pursuing any other rights or remedies under this Lease, at law or in equity). The provisions
of this Section shall not apply at any time while Tenant is a corporation whose shares are traded on any nationally recognized stock exchange. 

40.3.    Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or
option for a lease, and shall not be effective as a lease or otherwise until execution by and delivery to both Landlord and Tenant. 

40.4.    The terms of this Lease are intended by the parties as a final, complete and exclusive expression of their
agreement with respect to the terms that are included herein, and may not be contradicted or supplemented by evidence of any other prior or contemporaneous agreement. 

40.5.    Landlord may, but shall not be obligated to, record a short form or memorandum hereof without Tenant’s
consent. Within ten (10) days after receipt of written request from Landlord, Tenant shall execute a termination of any short form or memorandum of lease recorded with respect hereto. Tenant shall be responsible for the cost of recording any
short form or memorandum of this Lease, including any transfer or other taxes incurred in connection with such recordation. Neither party shall record this Lease. 

  
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 40.6.    Where applicable in this Lease, the singular includes the
plural and the masculine or neuter includes the masculine, feminine and neuter. The words “include,” “includes,” “included” and “including” mean “‘include,’ etc., without limitation.” The
word “shall” is mandatory and the word “may” is permissive. The section headings of this Lease are not a part of this Lease and shall have no effect upon the construction or interpretation of any part of this Lease. Landlord and
Tenant have each participated in the drafting and negotiation of this Lease, and the language in all parts of this Lease shall be in all cases construed as a whole according to its fair meaning and not strictly for or against either Landlord or
Tenant. 
 40.7.    Except as otherwise expressly set forth in this Lease, each party shall pay its own costs and
expenses incurred in connection with this Lease and such party’s performance under this Lease; provided that, if either party commences an action, proceeding, demand, claim, action, cause of action or suit against the other party arising
out of or in connection with this Lease, then the substantially prevailing party shall be reimbursed by the other party for all reasonable costs and expenses, including reasonable attorneys’ fees and expenses, incurred by the substantially
prevailing party in such action, proceeding, demand, claim, action, cause of action or suit, and in any appeal in connection therewith (regardless of whether the applicable action, proceeding, demand, claim, action, cause of action, suit or appeal
is voluntarily withdrawn or dismissed). In addition, Landlord shall, upon demand, be entitled to all reasonable attorneys’ fees and all other reasonable costs incurred in the preparation and service of any notice or demand hereunder, regardless
of whether a legal action is subsequently commenced, or incurred in connection with any contested matter or other proceeding in bankruptcy court concerning this Lease. 

40.8.    Time is of the essence with respect to the performance of every provision of this Lease. 

40.9.    Each provision of this Lease performable by Tenant shall be deemed both a covenant and a condition. 

40.10.    Notwithstanding anything to the contrary contained in this Lease, Tenant’s obligations under this Lease are
independent and shall not be conditioned upon performance by Landlord. 
 40.11.    Whenever consent or approval of
either party is required, that party shall not unreasonably withhold, condition or delay such consent or approval, except as may be expressly set forth to the contrary. 

40.12.    Any provision of this Lease that shall prove to be invalid, void or illegal shall in no way affect, impair or
invalidate any other provision hereof, and all other provisions of this Lease shall remain in full force and effect and shall be interpreted as if the invalid, void or illegal provision did not exist. 

40.13.    Each of the covenants, conditions and agreements herein contained shall inure to the benefit of and shall apply
to and be binding upon the parties hereto and their respective heirs; legatees; devisees; executors; administrators; and permitted successors and assigns. This Lease is for the sole benefit of the parties and their respective heirs, legatees,
devisees, executors, administrators and permitted successors and assigns, and nothing in this Lease shall give or be construed to give any other person or entity any legal or equitable rights. Nothing in this Section shall in any way alter the
provisions of this Lease restricting assignment or subletting. 

  
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 40.14.    This Lease shall be governed by, construed and enforced in
accordance with the laws of the state in which the Premises are located, without regard to such state’s conflict of law principles. 

40.15.    Tenant guarantees, warrants and represents that the individual or individuals signing this Lease have the power,
authority and legal capacity to sign this Lease on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have
signed. 
 40.16.    This Lease may be executed in one or more counterparts, each of which, when taken together, shall
constitute one and the same document. 
 40.17.    No provision of this Lease may be modified, amended or supplemented
except by an agreement in writing signed by Landlord and Tenant. 
 40.18.    No waiver of any term, covenant or
condition of this Lease shall be binding upon Landlord unless executed in writing by Landlord. The waiver by Landlord of any breach or default of any term, covenant or condition contained in this Lease shall not be deemed to be a waiver of any
preceding or subsequent breach or default of such term, covenant or condition or any other term, covenant or condition of this Lease. 

40.19.    To the extent permitted by Applicable Laws, the parties waive trial by jury in any action, proceeding or
counterclaim brought by the other party hereto related to matters arising out of or in any way connected with this Lease; the relationship between Landlord and Tenant; Tenant’s use or occupancy of the Premises; or any claim of injury or damage
related to this Lease or the Premises. 
 41.    Option to Extend Term. Tenant shall have the option (”Option”)
to extend the Term by two (2) years as to the entire Premises (and no less than the entire Premises) upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as this
Lease, except as follows: 
 41.1.    Base Rent at the commencement of the Option term shall equal the greater of
(a) one hundred three percent (103%) of the then-current Base Rent and (b) the then-current fair market value for comparable office and laboratory space in the South Lake Union submarket of comparable age, quality, level of finish and
proximity to amenities and public transit, and containing the systems and improvements present in the Premises as of the date that Tenant gives Landlord written notice of Tenant’s election to exercise the Option (“FMV”), and
shall be further increased on each annual anniversary of the Option term commencement date by three percent (3%). Tenant may, no more than twelve (12) months prior to the date the Term is then scheduled to expire, request Landlord’s
estimate of the FMV for the Option term. Landlord shall, within fifteen (15) days after receipt of such request, give Tenant a written proposal of such FMV. If Tenant gives written notice to exercise the Option, such notice shall specify
whether Tenant accepts Landlord’s proposed estimate of FMV. If Tenant does not accept the FMV, then the parties shall endeavor to agree upon the FMV, taking into account all relevant factors, including (a) the


  
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size of the Premises, (b) the length of the Option term, (c) rent in comparable buildings in the relevant submarket, including concessions offered to new tenants, such as free rent,
tenant improvement allowances and moving allowances, (d) Tenant’s creditworthiness and (e) the quality and location of the Building and the Project. In the event that the parties are unable to agree upon the FMV within thirty
(30) days after Tenant notifies Landlord that Tenant is exercising the Option, then either party may request that the same be determined as follows: a senior officer of a nationally recognized leasing brokerage firm with local knowledge of the
South Lake Union laboratory/research and development leasing submarket (the “Baseball Arbitrator”) shall be selected and paid for jointly by Landlord and Tenant. If Landlord and Tenant are unable to agree upon the Baseball
Arbitrator, then the same shall be designated by the local chapter of the Judicial Arbitration and Mediation Services or any successor organization thereto (the “JAMS”). The Baseball Arbitrator selected by the parties or designated
by JAMS shall (y) have at least ten (10) years’ experience in the leasing of laboratory/research and development space in the South Lake Union submarket and (z) not have been employed or retained by either Landlord or Tenant or
any affiliate of either for a period of at least ten (10) years prior to appointment pursuant hereto. Each of Landlord and Tenant shall submit to the Baseball Arbitrator and to the other party its determination of the FMV. The Baseball
Arbitrator shall grant to Landlord and Tenant a hearing and the right to submit evidence. The Baseball Arbitrator shall determine which of the two (2) FMV determinations more closely represents the actual FMV. The arbitrator may not select any
other FMV for the Premises other than one submitted by Landlord or Tenant. The FMV selected by the Baseball Arbitrator shall be binding upon Landlord and Tenant and shall serve as the basis for determination of Base Rent payable for the Option term.
If, as of the commencement date of the Option term, the amount of Base Rent payable during the Option term shall not have been determined, then, pending such determination, Tenant shall pay Base Rent equal to the Base Rent payable with respect to
the last year of the then-current Term. After the final determination of Base Rent payable for the Option term, the parties shall promptly execute a written amendment to this Lease specifying the amount of Base Rent to be paid during the Option
term. Any failure of the parties to execute such amendment shall not affect the validity of the FMV determined pursuant to this Section. 

41.2.    The Option is not assignable separate and apart from this Lease. 

41.3.    The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option at
least nine (9) months prior to the end of the expiration of the then-current Term. Time shall be of the essence as to Tenant’s exercise of the Option. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise
the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section. 

41.4.    Notwithstanding anything contained in this Article to the contrary, Tenant shall not have the right to exercise
the Option: 
 (a)    During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant
is in default under any provisions of this Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or 

  
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 (b)    At any time after any Default as described in Article 31
of the Lease (provided, however, that, for purposes of this Section 41.4(b), Landlord shall not be required to provide Tenant with notice of such Default) and continuing until Tenant cures any such Default, if such
Default is susceptible to being cured; or 
 (c)    In the event that Tenant has defaulted in the performance of its
obligations under this Lease two (2) or more times during the twelve (12)-month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults. 

41.5.    The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of
Tenant’s inability to exercise such Option because of the provisions of Section 41.4. 

41.6.    All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or
effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to the commencement date of the new term, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty
(20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default or
(c) Tenant has defaulted under this Lease two (2) or more times and a service or late charge under Section 31.1 has become payable for any such default, whether or not Tenant has cured such defaults. 

41.7.    If (a) Tenant validly exercises the Option in accordance with this Article, and (b) Tenant is not in
default of this Lease on the first (1st) day of the Option term (the “Reduction Date”), then the required Security Deposit under this Lease shall be reduced by Eighty-Seven
Thousand Dollars ($87,000) effective as of the Reduction Date. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 

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

			
	LANDLORD:
	
	BMR-201 ELLIOTT AVENUE LLC, a Delaware limited liability company
		
	By:	 	 /s/ Marie Lewis

	Name:	 	Marie Lewis
	Title:	 	Vice President, Legal
	
	TENANT:
	
	IMPEL NEUROPHARMA, INC., a Delaware corporation
		
	By:	 	 /s/ John Hoekman

	Name:	 	John Hoekman
	Title:	 	interim-CEO













 EXHIBIT A 

PREMISES 

[Intentionally omitted] 

  
 A-1 













 EXHIBIT A-1 

PROPERTY 

[Intentionally omitted] 

  
 A-1-1 













 EXHIBIT B 

WORK LETTER 

[Intentionally omitted] 

  
 B-2 













 EXHIBIT B-1 

TENANT WORK INSURANCE SCHEDULE 

[Intentionally omitted] 

  
 B-1-1 













 EXHIBIT C 

LANDLORD WORK PLANS 

[Intentionally omitted] 

  
 C-1 













 EXHIBIT D 

ACKNOWLEDGEMENT OF TERM COMMENCEMENT DATE 

AND TERM EXPIRATION DATE 

[Intentionally omitted] 

  
 D-1 













 EXHIBIT E 

FORM OF LETTER OF CREDIT 

[Intentionally omitted] 

  
 E-1 













 ATTACHMENT I TO EXHIBIT E 

FORM OF SIGHT DRAFT 

[Intentionally omitted] 

  
 E-1-1 













 ATTACHMENT 2 TO EXHIBIT E 

FORM OF TRANSFER NOTICE 

[Intentionally omitted] 

  
 E-2-1 













 EXHIBIT F 

RULES AND REGULATIONS 

[Intentionally omitted] 

  
 F-1 













 ATTACHMENT 1 TO EXHIBIT F 

REQUEST FOR USE OF COMMON AREA 

[Intentionally omitted] 

  
 F-1-1 













 EXHIBIT G 

[Intentionally omitted] 

  
 G-1-1 













 EXHIBIT H 

TENANT’S PROPERTY 

[Intentionally omitted] 

  
 H-1 













 EXHIBIT I 

FORM OF ESTOPPEL CERTIFICATE 

[Intentionally omitted] 

  
 N-1 













 FIRST AMENDMENT TO LEASE 

THIS FIRST AMENDMENT TO LEASE (this “Amendment”) is entered into as of this 16th day of June, 2020 (the “First Amendment Execution Date”),
by and between BMR-201 ELLIOTT AVENUE LLC, a Delaware limited liability company (“Landlord”), and IMPEL NEUROPHARMA, INC., a Delaware corporation (“Tenant”). 

RECITALS 
 A. WHEREAS,
Landlord and Tenant are parties to that certain Lease dated as of July 19, 2017 (as the same may have been amended, supplemented or modified from time to time, the “Existing Lease”), whereby Tenant leases certain premises (the
“Existing Premises”) from Landlord at 201 Elliott Avenue West in Seattle, Washington (the “Building”); 
 B. WHEREAS,
Landlord and Tenant desire to extend the Term of the Existing Lease; 
 C. WHEREAS, Landlord and Tenant desire to expand the Existing
Premises to include that certain space containing approximately four hundred thirty-one (431) square feet of Rentable Area located on the first (I st) floor of the Building (as more particularly described
on Exhibit A attached hereto, the “First Amendment Premises”); 
 D. WHEREAS, Landlord desires to modify the Common Area to
exclude that ce11ain space containing approximately nine hundred forty-three (943) square feet of Rentable Area located on the second (2nd floor of the Building (as more pai1icularly described on Exhibit B attached hereto, the “Excluded
Common Area”), and Landlord and Tenant desire to memorialize the resulting changes to Rentable Area and Tenant’s Pro Rata Share; and 

E. WHEREAS, Landlord and Tenant desire to modify and amend the Existing Lease only in the respects and on the conditions hereinafter stated.

 AGREEMENT 
 NOW,
THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as
follows: 
 1. Definitions. For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Existing Lease
unless otherwise defined herein. The Existing Lease, as amended by this Amendment, is referred to collectively herein as the “Lease.” From and after the date hereof, the term “Lease,” as used in the Existing Lease, shall mean the
Existing Lease, as amended by this Amendment. 
 2. First Amendment Extension Term. The Term of the Lease is hereby extended until, and the
“Term Expiration Date” is hereby amended to mean, August 31, 2022. The period commencing on September 1, 2020 and ending on the new Term Expiration Date shall be referred to herein as the “First Amendment Extension
Term.” 












 3. Condition of Existing Premises. Tenant acknowledges that (a) it is in possession of
and is fully familiar with the condition of the Existing Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “ as is” as of the first day of the First Amendment Extension
Term, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Existing Premises for Tenant’s continued occupancy for the First Amendment Extension Term or to pay for any improvements to the Existing Premises,
except as may be expressly provided in the Lease with respect to any ongoing repair and maintenance. 
 4. First Amendment Premises.
Effective as of the First Amendment Execution Date, Landlord hereby leases to Tenant, and Tenant hereby leases from Landlord, the First Amendment Premises. From and after the First Amendment Execution Date, the term “Premises” as used in
the Lease shall mean the Existing Premises plus the First Amendment Premises. 
 4.1 First Amendment Premises Term. The Term with respect to
the First Amendment Premises (the “First Amendment Premises Term”) shall commence on the First Amendment Execution Date and shall thereafter be coterminous with the Term for the Existing Premises, such that the Term with respect to the
entire Premises (including both the Existing Premises and the First Amendment Premises) shall expire on the Term Expiration Date (as set forth in Article 2 above). 

4.2 Condition of First Amendment Premises. Tenant acknowledges that (a) it is fully familiar with the condition of the First Amendment
Premises and, notwithstanding anything to the contrary in the Lease, agrees to take the same in its condition “as is” as of the First Amendment Execution Date, (b) neither Landlord nor any agent of Landlord has made (and neither
Landlord nor any agent of Landlord hereby makes) any representation or warranty of any kind whatsoever, express or implied, regarding the First Amendment Premises, including (without limitation) any representation or warranty with respect to the
condition of the First Amendment Premises or with respect to the suitability of the First Amendment Premises for the conduct of Tenant’s business and (c) Landlord shall have no obligation to alter, repair or otherwise prepare the First
Amendment Premises for Tenant’s occupancy or to pay for any improvements to the First Amendment Premises. Tenant’s taking possession of the First Amendment Premises shall, except as otherwise agreed to in writing by Landlord and Tenant,
conclusively establish that the First Amendment Premises was at such time in good, sanitary and satisfactory condition and repair. 
 4.3
Base Rent for First Amendment Premises. During the period commencing on the First Amendment Execution Date and ending on the day immediately preceding the First Amendment Extension Term, Base Rent for the First Amendment Premises shall equal Two
Thousand Fourteen and 57/100 Dollars ($2,014.57) per month. For the avoidance of doubt, Base Rent for the First Amendment Premises shall be in addition to the Base Rent payable by Tenant with respect to the Existing Premises. 

5. Rentable Area and Tenant’s Pro Rata Share. Effective as of the First Amendment Execution Date, due to (a) the expansion of the
Existing Premises to include the First Amendment Premises, and (b) the modification of the Common Area to exclude the Excluded Common Area, the chart in Section 2.2 of the Existing Lease is hereby deleted in its entirety and replaced with
the following: 

  
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	 Definition or Provision
	  	 Means the Following

(As of the First Amendment Execution Date)

	Approximate Rentable Area of Premises	  	11,568 square feet
	Approximate Rentable Area of Project	  	151,194 square feet
	Tenant’s Pro Rata Share of Project	  	7.65%

 6. Base Rent. During the First Amendment Extension Term, Base Rent for the entire Premises (including both the
Existing Premises and the First Amendment Premises) shall be as set forth in the table below: 
  

																	
	 Period
	  	Square Feet of
Rentable Area	 	  	Base Rent Rate
ner Square Foot
of Rentable Area	 	  	Monthly Base
Rent	 	  	Annual Base
Rent	 
	 Months 1 - 12
	  	 	11,568	 	  	$	56.09 per year	 	  	$	54,070.76	 	  	$	648,849.12	 
	 Months 13 - 24
	  	 	11,568	 	  	$	57.77 per year	 	  	$	55,690.28	 	  	$	668,283.36	 

 7. Option to Extend. Effective as of the First Amendment Execution Date, Article 41 of the Existing Lease is
hereby deleted in its entirety and shall no longer be of any further force or effect. 
 8. FF&E. Concurrently with the execution of
this Amendment, Landlord and Tenant shall execute and deliver a Bill of Sale (the “Bill of Sale”) substantially in the form of Exhibit C attached hereto, whereby Landlord shall convey to Tenant any rights Landlord has in the items listed
on Schedule 1 attached to the Bill of Sale. 
 9. Broker. Tenant represents and warrants that it has not dealt with any broker or agent
in the negotiation for or the obtaining of this Amendment, other than Hughes Seattle, Inc. (“Broker”), and agrees to reimburse, indemnify, save, defend (at Landlord ‘ s option and with counsel reasonably acceptable to Landlord, at
Tenant’s sole cost and expense) and hold harmless the Landlord Indemnitees for, from and against any and all cost or liability for compensation claimed by any such broker or agent, other than Broker, employed or engaged by it or claiming to
have been employed or engaged by it. Broker is entitled to a leasing commission in connection with the making of this Amendment, and Landlord shall pay such commission to Broker pursuant to a separate agreement between Landlord and Broker. 

10. No Default. Tenant represents, warrants and covenants that, to the best of Tenant’s knowledge, Landlord and Tenant are not in default
of any of their respective obligations under the Existing Lease and no event has occurred that, with the passage of time or the giving of notice (or both) would constitute a default by either Landlord or Tenant thereunder. 

  
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 11. Notices. Tenant confirms that, notwithstanding anything in the Lease to the contrary,
notices delivered to Tenant pursuant to the Lease should be sent to: 
 Impel Neuropharma 

Attention: CEO 
 201 Elliott
Avenue 
 West Seattle, Washington 98119 

12. Effect of Amendment. Except as modified by this Amendment, the Existing Lease and all the covenants, agreements, terms, provisions and
conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. In the event of any conflict between the terms contained in this Amendment and the Existing Lease, the terms herein contained shall supersede and control
the obligations and liabilities of the patties. 
 13. Successors and Assigns. Each of the covenants, conditions and agreements contained in
this Amendment shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their respective heirs, legatees, devisees, executors, administrators and permitted successors and assigns and sublessees. Nothing in this
section shall in any way alter the provisions of the Lease restricting assignment or subletting. 
 14. Miscellaneous. This Amendment
becomes effective only upon execution and delivery hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment are inserted and included solely for convenience and shall not be considered or given any effect in
construing the provisions hereof. All exhibits hereto are incorporated herein by reference. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and shall not be effective
as a lease, lease amendment or otherwise until execution by and delivery to both Landlord and Tenant. 
 15. Authority. Tenant guarantees,
warrants and’ represents that the individual or individuals signing this Amendment have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability
companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have signed. 
 16.
Counterparts; Facsimile and PDF Signatures. This Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. A facsimile or portable document format (PDF) signature on this
Amendment shall be equivalent to, and have the same force and effect as, an original signature. 
 [REMAINDER OF THIS PAGE INTENTIONALLY LEFT
BLANK] 

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

			
	LANDLORD:
	
	BMR-201 ELLIOTT AVENUE LLC,
a Delaware limited liability company
		
	By:	 	 /s/ Kevin M. Simonsen

		
	Name:	 	 Kevin M. Simonsen

		
	Title:	 	 EVP, General Counsel and Secretary

	
	TENANT:
	
	IMPEL NEUROPHARMA, INC.,
a Delaware corporation
		
	By:	 	 /s/ Adrian Adams

		
	Name:	 	 Adrian Adams

		
	Title:	 	 Chairman and Chief Executive Officer


 [NOTE: NOTARY BLOCKS TO BE ADDED CONCURRENT WITH EXECUTION] 












 Exhibit A 

FIRST AMENDMENT PREMISES 

[Intentionally omitted] 












 Exhibit B 

EXCLUDED COMMON AREA 

[Intentionally omitted] 












 Exhibit C 

BILL OF SALE 

[Intentionally omitted] 












 SCHEDULE 1 

FF&E 

[Intentionally omitted]