exh101amendedandrestated






4860-4932-6383\13  AMENDED AND RESTATED LEASE  LANDLORD:  FULTON OGDEN VENTURE, LLC,  A Delaware limited liability company  TENANT:  XERIS PHARMACEUTICALS, INC.  a Delaware corporation  Regarding the Premises Located at:  West End on Fulton  1375 West Fulton Street  Chicago, Illinois Exhibit 10.1 





 






i  4860-4932-6383\13  TABLE OF CONTENTS    Section                                                                                                                                                                      Page  1. BASIC LEASE TERMS. ........................................................................................................................... 1  2. DEMISE AND USE. .................................................................................................................................. 5  3. SECURITY DEPOSIT. .............................................................................................................................. 8  4. BASE RENT AND OPERATING EXPENSES (INCLUDING TAXES). ................................................ 9  5. SERVICES. ................................................................................................................................................ 16  6. COMPLIANCE. ......................................................................................................................................... 18  7. PARKING. ................................................................................................................................................. 19  8. HAZARDOUS SUBSTANCES. ................................................................................................................ 20  9. INSURANCE. ............................................................................................................................................ 24  10. INDEMNIFICATION. ............................................................................................................................... 25  11. DAMAGE OR CASUALTY. ..................................................................................................................... 27  12. EMINENT DOMAIN................................................................................................................................. 29  13. ASSIGNMENT AND SUBLETTING. ...................................................................................................... 29  14. ALTERATIONS BY TENANT. ................................................................................................................ 32  15. [INTENTIONALLY DELETED]. ............................................................................................................. 33  16. MORTGAGEE PROVISIONS; ESTOPPEL; SUBORDINATION. ......................................................... 33  17. EXPIRATION OR TERMINATION OF LEASE AND SURRENDER OF  POSSESSION. ................... 34  18. DEFAULT. ................................................................................................................................................. 36  19. REMEDIES. ............................................................................................................................................... 37  20. MISCELLANEOUS. .................................................................................................................................. 39    EXHIBITS:  Rider  Exhibit A Outline of Premises  Exhibit B Rules and Regulations  Exhibit C Work Letter – Landlord Work  Exhibit D Confirmation of Lease Terms  Exhibit E Form of SNDA  Exhibit F Form of Estoppel Certificate  Exhibit G Janitorial Specifications  Exhibit H Sustainable Building Guidelines  Exhibit I Reserved  Exhibit J Signage  Exhibit K Form of Letter of Credit  Exhibit L Tenant’s Hazardous Substances   Exhibit M Definition of Fair Market Rent                       





 






   1     4860-4932-6383\13    AMENDED AND RESTATED LEASE     THIS AMENDED AND RESTATED LEASE (“Lease”) is dated and effective as of September __, 2022  (“Effective Date”), and is made by and between FULTON OGDEN VENTURE, LLC, a Delaware limited liability  company (“Landlord”), and XERIS PHARMACEUTICALS, INC., a Delaware corporation (“Tenant”).      Original Lease.  Landlord and Tenant entered into that certain Lease Agreement for Suite 850 of the Building  (defined below) and certain chemical storage space, which together comprise 10,918 rentable square feet in the Building  on August 4, 2020 (“Original Lease”).  Landlord completed all of the required alterations and improvements to the  Original Premises (defined below) in accordance with the terms of the Original Lease, and Tenant took occupancy and  possession of the Original Premises pursuant to the terms of the Original Lease.  Landlord and Tenant further agree and  acknowledge that as of the Effective Date, the Original Lease is valid and in full force and effect and that neither Landlord  nor Tenant are in breach or default under any terms of the Original Lease.  As further provided herein, as of the Effective  Date, this Lease amends, restates, and replaces the Original Lease and its terms in their entirety.    LANDLORD AND TENANT HEREBY AGREE AS FOLLOWS:    1. BASIC LEASE TERMS.    1.1 Landlord’s Address for Notice: Fulton Ogden Venture, LLC       c/o Trammell Crow Chicago Development, Inc.      700 Commerce Drive, Suite 455      Oak Brook, Illinois 60523      Attn:  Grady Hamilton and John Carlson      Telephone:  (630) 368-0253       Email: Ghamilton@trammellcrow.com;           Jcarlson@trammellcrow.com      With a copy to:  Dorsey & Whitney LLP       50 South Sixth Street, Suite 1500       Minneapolis, Minnesota 55402       Attn: Marcus Mollison       Phone:  612-492-6545       Email: mollison.marcus@dorsey.com      Rent Payment Address: Fulton Ogden Venture, LLC       c/o Trammell Crow Chicago Development, Inc.  700 Commerce Drive, Suite 455  Oak Brook, IL  60523  Attn:  Property Management    1.2 Tenant’s Address for Notice: Xeris Pharmaceuticals, Inc.                                                               1375 West Fulton Street, Suite 850                                                               Chicago, IL 60607                                                               Attn:  Legal Department       Legal@xerispharma.com                            With a copy to:              Xeris Pharmaceuticals, Inc.                                                               1375 West Fulton Street, Suite 850                                                               Chicago, IL 60607                                                               Attn: Steve Pieper, CFO                                                               spieper@xerispharma.com    1.3 Tenant’s Guarantor:  N/A     





 






   2     4860-4932-6383\13  1.4 Premises:  Approximately 87,032 rentable square feet (“RSF”), comprised of (i) 10,722 RSF on the 8th floor  of the Building as shown on the floor plans attached hereto as Exhibit A (“Original Lab Premises”); (ii) 196 rentable  square feet of space on the ground floor for chemical and product storage, commonly known as Storage Space #108  (the “Storage Space”); (iii) approximately 24,282 RSF on the 8th floor of the Building, as shown on the floor plans  attached hereto as Exhibit A (“Lab Expansion Premises”); and (iv) approximately 51,832 RSF on the 12th and 13th  floors of the Building, as shown on the floor plans attached hereto as Exhibit A (“Office Expansion Premises”), all  measured in the manner prescribed in Section 1.5 below.     The Original Lab Premises and the Storage Space shall collectively be referred to herein as the “Original Premises”.   The Lab Expansion Premises and the Office Expansion Premises may be referred to herein as the “Expansion  Premises”.  Further, the Original Premises and the Expansion Premises shall be collectively referred to herein as the  “Premises”).      1.5 Building:  That certain building located at 1375 West Fulton Street, Chicago, Illinois, containing  approximately 301,259 RSF of office area and retail area.     Within sixty (60) days of the Expansion Commencement Date, the Premises and the Building shall be measured by  Landlord’s architect in accordance with a BOMA standard (ANSI Z65. l-2017, Method A, using load factors for a full  floor or multi-tenant floor, as applicable) measurement convention, and such measurement shall be deemed conclusive  unless disputed by Tenant within forty-five (45) days after Landlord’s written notice to Tenant of such measurement,  which shall include a copy of the report of such measurement by Landlord’s architect (“Measurement Notice”).   Tenant’s architect shall have the right to verify such measurement within sixty (60) days after Tenant’s receipt of the  Measurement Notice. If based on such measurement, the rentable square footage of the Premises and/or the Building  (including the Non-Retail Area and/or the Retail Area) differs from the rentable square footages set forth herein by  more than one percent (1%), then Landlord and Tenant will enter into an amendment to this Lease, in the form of  Exhibit D attached hereto, adjusting such rentable square footage and all terms of this Lease which are affected by  such rentable square footage, including specifically Base Rent and Tenant’s Proportionate Share hereunder, and such  adjustment shall apply retroactively as of the Expansion Commencement Date.    Landlord and Tenant acknowledge and agree that the Original Premises have been measured in accordance with the  above referenced measurement standard prior to the date hereof and are not subject to remeasurement.    1.6 Garage:  That certain existing 110 – car structured parking garage associated with the Project, including 5  designated visitor parking stalls.    1.7 Land:  That certain real property on which the Building and Garage are located.    1.8 Project:  The project (“Project”) is comprised of both the Building, along with all improvements and common  areas and the parking garage (“Garage”).      1.9 Lease Term or Term:  With respect to the Original Premises, the period commencing with the Original  Premises Commencement Date and expiring on the Expiration Date, and with respect to the Expansion Premises, the  period commencing with the Expansion Commencement Date and expiring on the Expiration Date.    1.10 Commencement Dates:  The Original Lease commenced on January 1, 2021 (“Original Premises  Commencement Date”), and all references to the Commencement Date with respect to the Original Premises means  January 1, 2021.  The Commencement Date for the Expansion Premises shall mean the later to occur of  (i) substantial  completion of the Landlord Work (defined below) and (ii) April 1, 2023 (“Expansion Commencement Date”).  In  accordance with and subject to the terms and conditions contained in Section 2(C) below, Tenant shall have certain  rights to (a) to enter the Expansion Premises (or portions thereof) immediately upon substantial completion of  Landlord’s construction of the Lab Expansion Premises and/or the Office Expansion Premises, as the case may be,  for the purpose of installation of Tenant’s fixtures, furnishings and equipment by Tenant and Tenant’s employees,  contractors, representatives, and agents (“Pre-Completion Access”); and (b) to occupy the Expansion Premises for  the Permitted Use prior to the Expansion Commencement Date (“Beneficial Occupancy”), or applicable portions  thereof, provided that Tenant does not interfere with any ongoing Landlord construction activities to achieve final  completion of the work on the Expansion Premises.  





 






   3     4860-4932-6383\13    1.11 Expiration Date: The earlier to occur of (a) last day of the One Hundred Fifty-Sixth (156th) full calendar  month following the Expansion Commencement Date and (b) March 31, 2037.    1.12 Rent Commencement Date:  Tenant shall continue to pay Rent to Landlord solely for the Original Premises  until the Expansion Commencement Date occurs.  Thereafter, Tenant shall begin paying Rent on the Premises  immediately following the Abatement Periods, as provided in Section 1.13.    1.13 Base Rent:  During the Term, Tenant shall pay the following amounts as Base Rent:      Months Annual Base  Rent/RSF  Annual Base Rent Monthly Installment Monthly  Installment  Payable  (Including   Abatement)        Effective Date- 12/31/22    $ 61.50* $ 671,457.00*    $ 55,954.75*    $  55,954.75*  1/1/23- Expansion  Commencement  Date    $ 63.04* $ 688,270.72* $ 57,355.89* $  57,355.89*  Expansion  Commencement  Date-Month 12    $ 52.50** $ 4,569,180.00** $ 380,765.00** $            0.00**  Months 13-18 $ 53.81*** $ 4,683,191.92*** $ 390,265.99*** $ 157,842.67***  Months 19-24 $ 53.81 $ 4,683,191.92 $ 390,265.99 $ 390,265.99  Months 25-36 $ 55.16 $ 4,800,685.12 $ 400,057.09 $ 400,057.09  Months 37-48 $ 56.54 $ 4,920,789.28 $ 410,065.77 $ 410,065.77  Months 49-60 $ 57.95 $ 5,043,504.40 $ 420,292.03 $ 420,292.03  Months 61-72 $ 59.40 $ 5,169,700.80 $ 430,808.40 $ 430,808.40  Months 73-84 $ 60.89 $ 5,299,378.48 $ 441,614.87 $ 441,614.87  Months 85-96 $ 62.41 $ 5,431,667.12 $ 452,638.93 $ 452,638.93  Months 97-108 $ 63.97 $ 5,567,437.04 $ 463,953.09 $ 463,953.09  Months 109-120 $ 65.57 $ 5,706,688.24 $ 475,557.35 $ 475,557.35  Months 121-132 $ 67.21 $ 5,849,420.72 $ 487,451.73 $ 487,451.73  Months 133-144 $ 68.89 $ 5,995,634.48 $ 499,636.21 $ 499,636.21  Months 145-156 $ 70.61 $ 6,145,329.52 $ 512,110.79 $ 512,110.79     *Paying Original Premises Rent only per Original Lease   **Fully Abated Rent for Premises  ***Partially Abated Rent for Office Expansion Premises only (Paying Rent for 35,200 RSF), which results in  $202,423.32 being abated from each monthly installment of Base Rent.    1.14 Rent Abatement Periods:  Landlord agrees to abate Tenant’s payments of Base Rent, together with Tenant’s  payment of Tenant’s Proportionate Share of Operating Expenses and Taxes (collectively the “Abated Rent) (a) for  the Premises for a period of twelve (12) full calendar months, commencing on the Expansion Commencement Date  and (b) with respect to the Office Expansion Premises only, for an additional six (6) month period commencing at the  end of the immediately aforementioned 12-month abatement period (collectively, the “Abatement Periods”).  Such  Abated Rent, however, shall not apply to any other rents, charges, expenses or costs, such as Building parking, any  Tenant’s separately metered utilities, and any other operating costs to be paid directly by Tenant not included in  Operating Expenses.  Landlord and Tenant agree that the abatement of Rent contained in this Section is conditional  and is made by Landlord in reliance upon Tenant not having assigned this Lease or sublet any portion of the Premises,  other than to a Permitted Transferee, and upon no Event of Default existing during the Abatement Periods; provided,  





 






   4     4860-4932-6383\13  however, if an Event of Default occurs during the Abatement Periods, Abated Rent shall cease, and the full amount  of the then-current Rent shall become payable by Tenant, until such time as the Event of Default is cured.  Following  such cure, Abated Rent shall resume for the balance of the Abatement Periods, if any.     1.15 Extension Options:  Provided (a) no Event of Default by Tenant exists at the time Tenant exercises an  Extension Option, or (b) no Event of Default has occurred during the Term with respect to any monetary Event of  Default, Tenant shall have options to extend the Term of the Lease (collectively the “Extension Options”) for two  (2) successive five (5) year periods (the “Extension Term(s)”), subject to the terms and conditions contained herein.   The Extension Options shall apply to the entire Premises then under lease by Tenant and shall be governed by all of  the terms and conditions of the Lease then in effect, except for Base Rent and market concessions for each Extension  Term, which shall be equal to 100% of the then “Fair Market Rent” rate for new leases and lease renewal transactions,  as further set forth in attached Exhibit M, with preference given to more recent leases in the event of discrepancies  among such comparable rates.  The Extension Options are personal to Tenant and Permitted Transferees and shall not  be assignable or transferable without Landlord’s prior written consent, which consent may be withheld at Landlord’s  sole and absolute discretion.  In addition to the conditions contained above in this paragraph, each Extension Option  shall be exercisable by Tenant, if at all, only by timely delivery to Landlord of written notice of election no fewer than  twelve (12) months prior to the expiration of the then-current Term.    1.16 Tenant’s Proportionate Share:  The percentage resulting from dividing the rentable square footage of the  Premises by the rentable square footage of the Building, which shall be (a) initially 3.62% for the Original Premises  only and (b) from and after the Expansion Commencement Date, 28.89% for the entire Premises.       1.17 Lease Security:  See Section 3 below.    1.18 Brokers:  Landlord’s Broker:  CBRE, Inc.       Tenant’s Broker: CBRE, Inc.    1.19 Parking Spaces:  The Garage contains one hundred five (105) tenant parking spaces (the “Parking Spaces”)  and five (5) visitor parking spaces for guests or visitors to the Building (but not employees or contractors of Tenant);  subject to Landlord’s right to designate additional Parking Spaces as visitor spaces, so long as such right is not  exercised in a manner that diminishes Tenant’s rights under this Section 1.19 or Section 7 below.  Subject to the terms  and conditions of Section 7 below, Tenant and its employees shall have the right to use up to thirty (30) unreserved  tenant Parking Spaces in the Garage (collectively, the “Tenant Parking Stalls”) for the Lease Term, subject to (a)  such Rules and Regulations (as defined herein) as Landlord may promulgate from time to time (it being understood  that the current Rules and Regulations are attached hereto as Exhibit B) and (b) nonexclusive rights of ingress and  egress of other tenants and their employees, agents and invitees.  At the election of Landlord and upon written notice  of such election to Tenant, Tenant shall enter into a separate commercially reasonable agreement with any applicable  parking vendor designated by Landlord from time-to-time to manage the Garage which shall be consistent with the  terms of the Lease relating to parking and the Garage.      1.20 Permitted Use:  Subject to any applicable laws, rules, orders, ordinances, directions, regulations and  requirements of federal, state, county, and municipal authorities (collectively, “Governmental Requirements”) as of  right, general office, research, development and laboratory use and other ancillary uses related to the foregoing (all in  proportions consistent with the design of the base building).   The Permitted Uses shall not include a vivarium nor the  manufacturing of biotechnology or pharmaceutical products for distribution purposes for commercial sales; provided,  the foregoing shall not prevent Tenant from manufacturing of biotechnology or pharmaceutical products for clinical  trials or other purposes outside of commercial distribution. As accessory or ancillary to the Permitted Uses, food  service and health and fitness facilities for employees and visitors shall be permitted. Tenant shall not use the Premises,  or any part thereof, or suffer or permit the use and/or occupancy of the Premises or any part thereof by Tenant and/or  Tenant’s agents, servants, employees, consultants, contractors, subcontractors, licensees and/or subtenants  (collectively with Tenant, the “Tenant Parties”) in a manner which, in the reasonable judgment of Landlord (taking  into account the use of the Building as a combination laboratory, research and development and office and retail  building and the Permitted Uses) shall (a) impair, interfere with or otherwise diminish the quality of any of the  Building services or the proper and economic heating, cleaning, ventilating, air conditioning or other servicing of the  Building or Premises, or the use or occupancy of any of the Common Areas; (b) create a nuisance or cause any injury  





 






   5     4860-4932-6383\13  or damage to any occupants of the Premises or other tenants or occupants of the Building or their property; (c) cause  harmful air emissions, laboratory odors or noises or any unusual or other objectionable odors, noises or emissions to  emanate from the Premises; or (d) be inconsistent with the operation and/or maintenance of the Building as a first- class office building or a first-class combination office, research, development and laboratory and retail facility.  Tenant shall not place a load upon any floor of the Premises exceeding 75 pounds per square foot of area, which is the  load such floor was designed to carry and which is allowed by Governmental Requirements.           2. DEMISE AND USE; ALLOWANCES.     (A) Delivery Condition/“As-Is”.  Landlord hereby leases to Tenant and Tenant hereby accepts the  Premises on the terms set forth herein.      (1) Landlord has completed all improvements to the Original Premises as required under the  Original Lease, and Tenant has accepted the Original Premises.      (2) Landlord shall make all improvements to the Expansion Premises, as described in, and  required under this Lease and will deliver a turnkey buildout of the Expansion Premises to Tenant, as  described in Exhibit C, attached hereto and made a part hereof (“Landlord Work”).  Landlord will cause its  contractor to perform the Landlord Work in a good and workmanlike manner and in accordance with all  applicable laws, codes, ordinances and regulations, and Landlord shall obtain a certificate of occupancy or its  equivalent for the Expansion Premises from the applicable governmental authority as part of the Landlord Work,  which shall be a requirement of substantial completion thereof.  Landlord may not make any material changes  or substitutions to the specifications contained in Exhibit C without Tenant’s consent, which shall not be  unreasonably withheld, except that any changes to any of the equipment or finishes, such as fabrics and colors,  shall only be made in consultation with Tenant.  Tenant may request in writing changes to the Landlord Work,  subject to Landlord’s reasonable approval (each, a “Change Request”).  If Landlord deems a Change Request  reasonable and appropriate, and Landlord approves such Change Request, increases in cost resulting from such  Change Request shall be Tenant’s sole responsibility.  If the scope and cost of a Change Request is approved  both by Landlord and Tenant, then the parties will execute a mutually agreeable change order for the Change  Request, and, Tenant shall pay for the additional costs of such Change Request within ten (10) days of  Landlord’s demand therefor as a condition to Landlord’s obligation to effectuate the Change Request into the  Landlord Work.  Further, all reasonable out-of-pocket costs paid by Landlord to third parties for reviewing any  Change Requests will be reimbursed by Tenant.    (3) Landlord shall assign to Tenant the industry standard warranty that it will obtain from its  contractor for a period of one (1) year from substantial completion of all Landlord Work and will use  commercially reasonable efforts to cause any such warranty work to be completed within forty-five (45) days  following Tenant’s notice of defects in the Landlord Work provided during such one (1) year warranty period.    Upon substantial completion of the Landlord Work, Landlord and Tenant shall jointly inspect the Expansion  Premises to determine that the Landlord Work has been substantially completed as provided herein and will  jointly develop a list of all known minor or insubstantial items remaining to be completed or corrected (the  “Punch List”).  Landlord and Tenant will cooperate in good faith in the preparation of the Punch List, and  Landlord will cause its contractor to complete the items agreed upon in the Punch List within forty-five (45)  days after their identification on the Punch List.  Subject to completion of the Landlord Work, TENANT  ACKNOWLEDGES THAT IT HAS INSPECTED AND ACCEPTS THE PREMISES IN ITS “AS-IS,  WHERE IS” CONDITION.    (4) Within thirty (30) days following the Expansion Commencement Date, Landlord will pay  Tenant the amount of $6,317,300.00, which is based on $100.00 per RSF on 63,173 RSF of the Premises,  (“Tenant Occupancy Allowance”) by delivering a check made out to Tenant or depositing such amount in  Tenant’s bank account pursuant to written instructions provided by Tenant, provided, however, Landlord  shall not be required to pay the Tenant Occupancy Allowance to Tenant during any periods when there is an  uncured Tenant Event of Default and shall only be obligated to make such payment if and when the Event of  Default is cured.  The Tenant Occupancy Allowance may be used by Tenant to reimburse itself for, or to pay  for, all costs incurred by or to be incurred by Tenant related to Tenant’s occupancy of the Premises, including,  but not limited to, moving and relocation costs, Tenant’s existing lease obligations outside of the Building,  





 






   6     4860-4932-6383\13  audio/visual improvements to the Premises, additional investments and improvements to the Premises,   equipment and furniture for the Premises, signage for the Premises, Tenant’s attorneys’ fees for Lease  negotiation, and any other Lease–related costs determined by Tenant in its sole discretion; provided, that  Tenant will not use the Tenant Occupancy Allowance to pay Rent due under this Lease.    (5) Further, in addition to the Landlord Work, Landlord will provide Tenant with an  audio/visual equipment and furniture allowance in the amount of $150,000.00 (“Tenant A/V Allowance”)  to be utilized towards actual third party costs incurred by Tenant for such audio/visual equipment and/or  furniture in the Premises and services related thereto, and Landlord shall pay Tenant the Tenant A/V  Allowance within thirty (30) days of Tenant’s written request therefor, together with reasonable evidence of  the third party costs paid by Tenant for such audio/visual equipment and/or furniture in the Premises.  Any  amounts required for audio/visual equipment and services or furniture in excess of the Tenant A/V Allowance  will be paid by Tenant.    (6) If Landlord shall fail to pay all or any portion of the Tenant Occupancy Allowance or the  Tenant A/V Allowance to Tenant when any such payment is due and owing, Tenant shall give Landlord  written notice of the failure and Landlord shall have thirty (30) days after receipt of the notice to cure its  default. If Landlord does not cure its default within such thirty (30) day period, Tenant may, as its sole an  exclusive remedy, elect to offset all such amounts due to Tenant,  plus interest at 10% per year, against the  next due installments of Rent until such delinquent amounts are paid by Landlord.      (B) Late Delivery.  Subject to Force Majeure events (defined below) and delays caused by Tenant (of  which Landlord had provided Tenant contemporaneous notice, a “Tenant Delay”) which result in a delay of delivery of  the Expansion Premises, if Landlord fails to deliver the Expansion Premises to Tenant on or before April 1, 2023 (the  “Expansion Premises Delivery Date”), as provided in Section 2(C) below, a “Delay” will have occurred.  Landlord  will not be deemed to be in default hereunder because of a Delay, and Tenant’s remedy in the event of a Delay shall  be for additional abatement of Rent with respect to the portion of the Expansion Premises (i.e. the Lab Expansion  Premises and/or the Office Expansion Premises) that is not timely delivered until such delivery occurs as follows: (i)   no abatement for delays equal to or fewer than thirty (30) days from the Expansion Premises Delivery Date; (ii) 1 day  of abatement for the applicable Expansion Space for each day of delay from 31 to 60 days of delay from the Expansion  Premises Delivery Date; and (iii) 2 days of abatement for the applicable Expansion Space for each day of delay beyond  sixty (60) days of delay from the Expansion Premises Delivery Date. Notwithstanding the foregoing, solely for  purposes of this Section 2(B), any Landlord extension(s) of time with respect to the Expansion Premises Delivery  Date resulting from any Force Majeure event(s) will be limited to a period of one hundred fifty (150) days.      (C) Pre-Completion Access; Beneficial Occupancy.  Subject to the terms and conditions of this Lease,  and provided Tenant does not interfere with any ongoing Landlord construction work on the Expansion Premises,  commencing on the date that the Landlord Work with respect to the Lab Expansion Premises and/or the Office  Expansion Premises, as the case may be, shall have been substantially completed until the Expansion Commencement  Date, Tenant shall have the right (i) to exercise Pre-Completion Access at Tenant’s sole risk and expense, at times  reasonably approved by Landlord, for the purpose of installation of Tenant’s fixtures, furnishings and equipment by  Tenant and Tenant’s employees, contractors, representatives, and agents; and (ii) to occupy the Expansion Premises  for the Permitted Use as though the Expansion Commencement Date had occurred, provided that (a) a temporary or  permanent certificate of occupancy shall have been issued for the Lab Expansion Premises and/or the Office  Expansion Premises, as the case may be (and to the extent necessary); (b) Tenant shall not then be in default under  any terms of this Lease; and (c) all of the terms and conditions of this Lease shall apply and be binding upon Tenant  during Tenant’s period of Beneficial Occupancy as if the Expansion Commencement Date had occurred, except for  payment of Rent for the Expansion Premises.  Tenant shall, prior to the first entry to the Expansion Premises pursuant  to this Section 2(C), provide Landlord with certificates of insurance evidencing that the insurance required in Section  9 hereof is in full force and effect and covering any person or entity entering the Building.  Landlord shall have no  responsibility or liability for loss or damage to trade fixtures, furniture, equipment or any other of property or  equipment brought upon the Premises by Tenant during the period of Beneficial Occupancy, except for any willful  misconduct by Landlord, its agents or contractors.  Tenant shall defend, indemnify and hold the Landlord and the  Related Parties (hereinafter defined) harmless from and against any and all Claims (hereinafter defined) for injury to  persons or property resulting from or relating to Tenant’s Pre-Completion Access to and all use of the Expansion  Premises prior to the Expansion Commencement Date.  Tenant shall coordinate any access to the Expansion Premises  





 






   7     4860-4932-6383\13  prior to the Expansion Commencement Date with Landlord’s property or construction manager.  Notwithstanding  anything apparently to the contrary contained herein, Tenant shall be responsible to pay for any variable costs  associated with its Pre-Completion Access and Beneficial Occupancy, including without limitation electricity,  janitorial and cleaning services, and overtime HVAC services, whether billed directly to Tenant or billed to Landlord  or Landlord’s property manager.     (D) Permitted Use.  Tenant covenants that the Premises will be used only for the Permitted Use and for no  other use or purpose.  Tenant further covenants that the Premises will not be used or occupied for any unlawful purposes  and will not tend to create or continue a nuisance.  Tenant further acknowledges that it has received no written or oral  inducements from Landlord or any of Landlord’s representatives concerning this Lease or that Tenant will be granted  any exclusive rights.  If by reason of the use of the Premises by any of the Tenant Parties or the failure of any Tenant  Party to comply with the provisions of this Lease, the insurance rate applicable to any policy of insurance which  Landlord maintains in connection with the Lease and landlords in Comparable Buildings (defined below) customarily  maintain, shall at any time thereafter be higher than it otherwise would be, as a result of such use or failure by Tenant,  Tenant shall reimburse Landlord upon written demand (which demand shall include such reasonable detail and  documentation as Tenant may reasonably request) for that part of any insurance premiums which shall have been  charged because of such use or failure within thirty (30) days after Tenant’s receipt of an invoice therefor.  Notwithstanding anything in this Lease to the contrary, under no circumstances may any portion of the Premises be  used for any of the following purposes:  governmental agencies; consulates, foreign government agencies, foreign  government entities, or foreign consultants; healthcare or medical care providers; call centers; collection agencies; or  high employee density uses (in excess of 1 person per 150 rentable square feet of space); or any uses prohibited by  the protective covenants or  any declarations, easements and/or protective covenants encumbering the Land or the  Project in effect as of the Effective Date (each a “Prohibited Use”).        (E) Permits.  Tenant shall, at Tenant’s sole cost and expense, apply for, seek and obtain all necessary  state and local licenses, permits and approvals needed for the operation of Tenant’s business and/or Tenant’s Rooftop  Equipment (defined in Rider Section 5 herein), including without limitation, any and all necessary permits and  approvals directly or indirectly relating or incident to the conduct of its activities on the Premises, its scientific  experimentation, transportation, storage, handling, use and disposal of any Hazardous Substances or laboratory  specimens (collectively, the “Required Permits”) on or before commencement of its business operations on the  Premises, provided, however, Landlord shall obtain any required certificate of occupancy (or its equivalent) for the  Expansion Premises as a part of Landlord Work. Tenant shall thereafter maintain all Required Permits.  Tenant, at  Tenant’s expense, shall at all times comply with the terms and conditions of each such Required Permit.  Landlord  shall reasonably cooperate with Tenant, at Tenant’s sole cost and expense, in connection with its application for  Required Permits.  Within ten (10) days of a request by Landlord, Tenant shall furnish Landlord with copies of all  Required Permits that Tenant has obtained.       (F) Chemical Safety Program.      (1) Tenant shall establish and maintain a chemical safety program administered by a licensed,  qualified individual in accordance with applicable requirements of the Illinois Environmental Protection Agency  (“Illinois EPA”), the City of Chicago Department of Water Management (“DWM”) and any other applicable  governmental authority.  Tenant shall be solely responsible for all costs incurred in connection with such chemical  safety program, and Tenant shall provide Landlord with such documentation as Landlord may reasonably request  evidencing Tenant’s compliance with (i) prudent good housekeeping and environmental practices, (ii) the  requirements of the Illinois EPA, the DWM, and any other applicable governmental authority with respect to such  chemical safety program and (iii) this Section 2(F).       (2) If Tenant desires to operate and have installed an acid neutralization system and tank  serving the Premises (which may also serve other portions of the Building, collectively, the “Acid Neutralization  System”), Tenant may make a request to Landlord for permission to install the Acid Neutralization System at Tenant’s  sole cost and expense.  Upon such request, Landlord, in its sole and absolute discretion, may either deny or agree to  cooperate with Tenant with respect to Tenant’s efforts to install and obtain any permits required by Governmental  Requirements (including without limitation any permit required by the Illinois EPA) with respect to the Acid  Neutralization System. Tenant shall fully comply with the requirements of this Section 2(F) with respect to Tenant’s  use of any Acid Neutralization System. Tenant shall not introduce anything into the Acid Neutralization System, if  





 






   8     4860-4932-6383\13  any, (i) in violation of the terms of any permit issued by the Illinois EPA or other applicable governmental authority  concerning the Acid Neutralization System (the “Water Authority Permit”), (ii) in violation of Governmental  Requirements, or (iii) that would interfere with the proper functioning of any Acid Neutralization System.       (3) Notwithstanding any other provision of this Lease, Tenant shall not use the Premises, or  any part thereof, or suffer or permit the use of the Premises or any part thereof by any of the Tenant Parties, as a  vivarium.      3. LETTER OF CREDIT.      In accordance with the terms of the Original Lease, Tenant delivered to Landlord a letter of credit in the amount of  $408,262.50 (“Original Letter of Credit”).      In addition to the Original Letter of Credit, within ten (10) business days following the Effective Date, as additional  security for Tenant’s faithful performance of Tenant’s obligation hereunder, Tenant shall deliver to Landlord a clean,  irrevocable letter of credit established in Landlord’s (and its successors’ and assigns’) favor in the amount of Two  Million Eight Hundred Thirty-Nine Thousand Five Hundred Forty Five and no/100 Dollars ($2,839,545.00) in the  form depicted in Exhibit K or otherwise reasonably acceptable to Landlord issued by a Qualified Issuer (as hereinafter  defined) (the “Supplemental Letter of Credit”).  As an alternative, the parties agree that the Supplemental Letter of  Credit may be in the form of an amendment to the Original Letter of Credit increasing the total amount of such letter of  credit to Three Million Two Hundred Forty-Seven Thousand Eight Hundred Seven and 50/100 Dollars ($3,247,807.50).   The Original Letter of Credit and the Supplemental Letter of Credit may be referred to herein individually as a “Letter  of Credit” or collectively as the “Letters of Credit”.  The Letters of Credit shall specifically provide for partial draws  and shall by its terms be transferable by the beneficiary thereunder at the Tenant’s sole cost and expense.  If Tenant  fails to make any payment of Base Rent, additional rent, taxes, utility charges or other amounts due under the terms  of this Lease, or otherwise defaults hereunder, beyond any applicable notice and cure period, Landlord, at Landlord’s  option, may make a demand for payment under either or both of the Letters of Credit in an amount equal to the amounts  then due and owing to Landlord under this Lease.  In the event that Landlord draws upon the Letter(s) of Credit,  Tenant shall present to Landlord a replacement Letter(s) of Credit in the full Letter(s) of Credit Amount satisfying all  of the terms and conditions of this paragraph within ten (10) business days after receipt of notice from Landlord of  such draw and Landlord shall simultaneously deliver any cash proceeds held by Landlord.  Tenant’s failure to do so  within such 10-business day period will constitute a default hereunder (Tenant hereby waiving any additional notice  and grace or cure period), and upon such default Landlord shall be entitled to immediately exercise all rights and  remedies available to it hereunder, at law or in equity.  The Letters of Credit shall contain a so-called “evergreen”  clause providing that the Letters of Credit shall not be cancelled unless the issuing bank delivers thirty (30) days’ prior  written notice to Landlord.  In the event that a Letter of Credit has an expiry or expiration date earlier than the  Expiration Date of this Lease, and Tenant has not presented to Landlord a replacement Letter of Credit which complies  with the terms and conditions of this Section on or before twenty (20) days prior to the expiry or expiration date of  the Letter of Credit then held by Landlord, then Landlord, shall have the right at any time prior to such expiration or  expiry date to draw upon the Letter(s) of Credit then held by Landlord and any such amount paid to Landlord by the  issuer of the Letter(s) of Credit shall be held by Landlord as security for the performance of Tenant’s obligations  hereunder.  During such time that Landlord is holding cash in the full amount of the Letter of Credit required  hereunder, then Tenant will not be required to replace the Letter of Credit but this will not prevent Landlord from  requiring that Tenant deliver a replacement letter of credit reasonably acceptable to Landlord in exchange for the cash  then-being held by Landlord.  Any interest earned on such amounts shall be the property of Landlord.  Landlord’s  election to draw under the Letter of Credit and to hold the proceeds of the drawing under the Letter of Credit shall not  relieve Tenant from its obligation to present to Landlord a replacement Letter of Credit which complies with the terms  and conditions of this Lease within thirty (30) days following Landlord’s request.  Tenant acknowledges that any  proceeds of a draw made under the Letters of Credit and thereafter held by Landlord shall be used by Landlord to cure  or satisfy any obligation of Tenant hereunder as if such proceeds were instead proceeds of a draw made under a  Letter(s) of Credit that remained outstanding and in full force and effect at the time such amounts are applied by  Landlord to cure or satisfy any such obligation of Tenant.  Tenant hereby affirmatively disclaims any interest Tenant  has, may have, claims to have, or may claim to have in any proceeds drawn by Landlord under the Letters of Credit  and held in accordance with the terms hereof except as specifically provided herein for return of such proceeds upon  delivery of a replacement Letter of Credit as provided herein.  Landlord and Tenant expressly acknowledge and agree  that at the end of the term of this Lease (whether by expiration or earlier termination hereof), and if Tenant is not then  





 






   9     4860-4932-6383\13  in default under this Lease, Landlord shall return to the Letters of Credit to the issuer of the Letters of Credit or its  successor (or as such issuer may direct in writing) and if Landlord is then holding any cash proceeds from a draw on  a Letter of Credit that were not applied, such funds shall be returned to Tenant. As used herein, a “Qualified Issuer”  shall mean a federally insured banking or lending institution having assets of at least $250 million whose long term  debt is graded “investment grade” and which is not under any government supervision.  At any time during the Term,  Tenant may substitute for a Letter of Credit then being held by Landlord, a substitute letter of credit issued by a  different Qualified Issuer and otherwise conforming to the requirements of this Section (which will be the Letter of  Credit for all purposes hereunder), in which event Landlord shall surrender the Letter of Credit it is then holding.  If  appropriate, Landlord shall cooperate with Tenant to effect a simultaneous exchange of the Letter of Credit for such  substitute letter of credit.     Notwithstanding anything apparently to the contrary herein, upon Tenant providing reasonably satisfactory evidence  to Landlord that Tenant’s business has achieved “gross profitability” in accordance with GAAP for two consecutive  fiscal years, as evidenced by Tenant’s audited financial statements (and excluding from the determination of gross  profitability any corporate acquisitions made by Tenant during such two year period), then, commencing after the first  five (5) years following the Expansion Commencement Date, Tenant may thereafter on or after April 1st of each  calendar year reduce the total amount of the Letter(s) of Credit by an amount of $405,975.94, provided that in each  instance, (i) Tenant is able to demonstrate gross profitability for the immediately preceding fiscal year and (ii) no  Event of Default exists on such reduction date.  If Tenant is unable to satisfy either of the requirements (i) or (ii) in  the immediately preceding sentence, no reduction of the Letter of Credit will be permitted for such year(s), but in such  case, future annual reductions will be permitted to the extent Tenant is able to satisfy both requirements. Landlord  agrees to promptly assist Tenant with any requirements of the Qualified Issuers in order to amend and/or reduce the  Letter(s) of Credit in accordance herewith.      4. BASE RENT AND OPERATING EXPENSES (INCLUDING TAXES).     (A) Rent.  Commencing on the Rent Commencement Date, monthly installments of Base Rent and of  Tenant’s Proportionate Share of Operating Expenses and Taxes, as well as all other amounts due hereunder  (collectively, “Rent”) are due on the first day of each month in advance, or on such other date or at such other time  as is specified in this Lease, without demand and without deduction, abatement, or setoff during the Lease Term,  except as expressly set forth in this Lease.  Rent for any period during the Lease Term hereof which is less than one  month shall be a pro-rata portion of the monthly installment.  Rent shall be payable in lawful money of the United  States to Landlord at the address stated herein or to such other persons or at such other places as Landlord may  designate in writing.     (B) Operating Expense Inclusions.  “Operating Expenses” shall mean and include, subject to the  exclusions described in Section 4(C) or in any other provision of this Lease, all out-of-pocket amounts, expenses and  costs (other than Taxes and exclusions therefrom) that Landlord incurs or pays, as determined for each calendar year on  an accrual basis, because of or in connection with:  the security, insurance, control, operation, administration (including,  without limitation, concierge services), management, repair, replacement or maintenance of the Building and Project  (including, without limitation, all of the Project amenities); wages and salaries of all on-site employees engaged in the  operation, maintenance or security of the Project (together with Landlord’s reasonable allocation of expenses of off-site  employees who perform a portion of their services in connection with the operation, maintenance or security of the  Project including accounting personnel); the cost of Permissible Capital Improvements (as defined below) as reasonably  amortized on a fully amortizing, beginning-of-the-month, level payment basis by Landlord over the useful life (as  reasonably determined by Landlord in accordance with generally accepted accounting principles consistently applied for  accounting and not tax purposes) of the applicable Permissible Capital Improvement, but without any interest on the  unamortized amount of the cost thereof, provided, however, in no event shall the annual amortized amount of the cost of  any Permissible Capital Improvement described in clause (ii)(x) of the definition of “Permissible Capital Improvements”  exceed Landlord’s reasonable calculation of annual savings in Operating Expenses to be achieved by the applicable  improvement or item; costs of utilities, other than the cost of any metered or submetered utilities paid separately by other  tenants; the costs of all machinery, equipment, landscaping, fixtures and other facilities, including personal property and  all costs associated with maintaining any certification(s) achieved by the Building and Project, as may now or hereafter  exist in or on the Building or Project; and fees, charges and other costs and expenses, including, without limitation,  management fees, administrative costs and expenses (including, without limitation, for management, accounting and  reporting applications (such as, by way of example only and not limitation, software and other applications) used in  





 






   10     4860-4932-6383\13  connection with the management or operation of the Project), consulting fees, legal fees, accounting and audit fees to the  extent attributable to the accounting and auditing of Operating Expenses (specifically excluding audit fees (a) of  Landlord’s business unrelated to the accounting or auditing of Operating Expenses, or (b) that are required under any  loans or other financings directly or indirectly secured by the Project), reporting fees and administrative fees, of all  persons engaged by Landlord or otherwise incurred in good faith by Landlord in connection with the management,  operation, administration, ownership, maintenance and repair of the Project. When, in the reasonable determination of  Landlord, any service, including, but not limited to, HVAC, electrical, janitorial and property management service, is  provided disproportionately either to the Premises or to any other premises within the Building, then Operating Expenses  per square foot payable hereunder may be increased or reduced, as the case may be, by Landlord’s reasonable  determination of the increased or reduced cost per square foot of such disproportionate service. Tenant shall also pay the  cost of any above-standard services (including, without limitation, above-standard utility charges) and the cost of any  separately metered utilities. Landlord shall equitably allocate (in its reasonable judgment and in a manner consistent with  similar allocations at Comparable Buildings) and consistently applied Operating Expenses between the Office Area and  the Retail Area.  As used herein, (i) the term “Comparable Buildings” means other Class A office buildings and Class  A office and laboratory buildings of similar quality to the Project located in the Fulton Market submarket of Chicago,  Illinois (not owned by Landlord or its affiliates), and (ii) the term “Permissible Capital Improvements” means any  capital improvement, which improvement or item either (x) was made for purposes of reducing Operating Expenses or  (y) was required to comply with any Governmental Requirements enacted after the date hereof.  Notwithstanding  anything in this Lease to the contrary, whenever the practices or standards at Comparable Buildings are applied or  otherwise referenced in this Lease, such practices or standards shall be deemed to relate to those practices or standards  that predominate in the Comparable Buildings.       (C) Exclusions from Operating Expenses.  The following items will be excluded from any payment of  Operating Expenses:    i Costs for capital improvements or other capital expenditures made to the Project and/or the  Land other than Permissible Capital Improvements to the extent permitted under Section 4(B) above.    ii Alterations attributable solely to tenants of the Project and/or the Land (including Tenant)  and costs of constructing leasehold improvements to rentable areas of the Project, whether for Tenant or any other tenant.    iii Interest and any increase in the rate of interest payable by Landlord with respect to any debts  secured by a deed of trust or mortgage on the Project and/or the Land and amortization or other payments or charges on  loans to Landlord (including, without limitation, points, finder’s fees, legal fees, commissions, loan fees, participation  payments, or other expenses incurred in connection with borrowed funds), whether loans that are unsecured or are  secured by a deed of trust, mortgage, or otherwise on the Project and/or the Land or any equipment or other personal  property used in connection with the Project.      iv Depreciation of the Project or any other improvements on the Land under or pertaining to the  Project or any equipment or other personal property used in connection with the Project.    v Any amortization expense except for costs of Permissible Capital Improvements to the  extent includable in Operating Expenses under Section 4(B) above.    vi Legal, auditing, consulting and professional fees paid or incurred in connection with  negotiations for leases, financings, refinancings, sales, acquisitions, obtaining of permits or approvals (other than those  permits or approvals that are necessary for the Project or Building as a whole and are not specific to any tenant of the  Project or the specific use of a tenant or any specialty service within the Project), zoning proceedings or actions,  environmental permits or actions, lawsuits, further development or redevelopment of the Land or any other portion of  the Project or any extraordinary transactions, occurrences or events.    vii Taxes and all costs expressly excluded from the definition of Taxes.    viii The cost incurred in performing work or furnishing services for one or more individual  tenants which work or services are in excess of work and services required to be provided to (or are otherwise not provided  to) Tenant under the Lease.  





 






   11     4860-4932-6383\13    ix [Intentionally Omitted]    x Expenses incurred in leasing (including without limitation, existing leases of existing tenants)  or procuring new tenants or subtenants including advertising and leasing fees, commissions or brokerage commissions  of any kind, including without limitation, signing bonuses, moving expenses, assumption of rent under existing leases  and other concessions or inducements, marketing expenses and expenses for preparation of leases or renovating space  for existing or new tenants or subtenants and build out allowances.    xi [Intentionally Omitted]    xii The annual fee for any property management services for the Project to the extent it exceeds  three percent (3%) of gross receipts for the Project.  For purposes of this Section 4(C)(xii), gross receipts means regular  payments made under leases, licenses and/or occupancy agreements for the Project and, for the avoidance of doubt,  specifically excludes non-recurring or extraordinary receipts or revenues (e.g., proceeds from any capital events,  including, without limitation, dispositions, financings or re-financings of the Land, Project or any portions thereof).        xiii Wages, costs and salaries associated with home office, off-site employees and personnel who  do not perform any services in connection with the operation, maintenance or security of the Project.  With respect to  those home office, off-site employees and personnel who do perform any services in connection with the operation,  maintenance or security of the Project, when reasonably allocating the expenses of such employees and personnel in  accordance with Section 4(B) above, Landlord shall exclude any such expenses that are allocated to the Project, to the  extent such expenses are in excess of reasonable market rates and as compared to Comparable Building.    xiv [Intentionally Omitted]    xv The cost of constructing, installing, repairing, operating and maintaining any specialty service  within the Project, such as, but not limited to, an observatory, broadcasting facility, luncheon club, cafeteria, retail store,  sundry shop, newsstand, concession, or day care center, but excluding the normal costs attributable to providing Building  services to such specialty service areas, to the extent such normal costs exceed any revenue or income Landlord receives  from such specialty services.  For purposes of this Lease, a “specialty service” is any service or facility within the Project,  the use and benefit of which are not solely limited to employees and other business invitees of tenants of the Building.   Notwithstanding anything herein to the contrary, none of the following shall be excluded from Operating Expenses: (i)  the costs and expenses of maintaining, repairing, operating or making replacements to any amenity spaces operated for  the sole benefit of employees and other business invitees of tenants of the Building (including, without limitation, costs  of leasing equipment), so long as, in each case, all fees and income derived from such amenity spaces are applied to offset  such costs and expenses (excluding any catering revenue generated by any retail or restaurant operator in the Project),  and (ii) the costs of maintaining, repairing, operating (including costs of any clerks, attendants or any other persons  operating such facility or area) or making replacements to any concierge facility or area.      xvi Costs that Landlord incurs in operating an ancillary service in the Project in respect of  which users pay a separate charge (such as a shoe shine stand, a newsstand, or a stationery store), including any  compensation paid to clerks, attendants or other persons in commercial concessions operated by Landlord.    xvii The costs of correcting any structural and latent defects in the initial design or construction  of the Project or other improvements (except that the costs of normal repair, maintenance and replacements of  components shall be included in Operating Expenses unless otherwise excluded from Operating Expenses), or defects in  workmanship or materials used in the initial construction of the Project.    xviii [Intentionally Omitted]    xix Insurance premiums to the extent any tenant causes Landlord’s existing insurance premiums  to increase or requires Landlord to purchase additional insurance.    xx Title insurance, key man and other life insurance, disability insurance and health, accident  and sickness insurance, except only for the premiums for group or other plans providing reasonable benefits to persons  





 






   12     4860-4932-6383\13  of the grade of building manager and below engaged on a substantially full-time basis in operating and managing the  Project and other insurance coverages not related to the Project or the operation, management or maintenance of the  Project.      xxi Any advertising, promotional or marketing expenses for the Project (other than as expressly  permitted below).    xxii Any cost representing an amount paid to any entity related to Landlord which is in excess of  the amount of the market rate for such service.      xxiii Costs incurred due to violation by Landlord or any tenant of the Project of the terms of any  lease or condition, covenant or restriction affecting the Land and/or the Project, or any laws, rules regulations or  ordinances applicable to the Land, and/or the Project.    xxiv Costs of repairs, replacements or other work occasioned by the exercise by governmental  authorities of the right of eminent domain or any other taking, any costs due to casualty (whether insured or not) and any  expenses for repair or replacements covered by warranties, guarantees or indemnitees (whether or not actually received).      xxv Any costs of defending or pursuing any claims involving the title of the Project and/or the  Land (whether insured or not).      xxvi Services, costs, items and benefits for which Tenant or any other tenant or occupant of the  Project or third person (including insurers) specifically reimburses Landlord or for which Tenant or any other tenant or  occupant of the Project pays third persons.    xxvii Penalties, fines and interest for late payment of, including, without limitation, taxes,  insurance, equipment leases and other past due amounts under any other contracts to which Landlord is a party or which  Landlord is otherwise obligated to pay.    xxviii Contributions to Operating Expense reserves.    xxix Dues to professional and lobbying associations or trade associations (other than BOMA or  any similar organization) and contributions to charitable or political organizations.    xxx Costs incurred in removing the property of former tenants or other occupants of the Project.    xxxi Costs incurred in connection with the acquisition or sale of air rights, easements or similar  interests in real property.    xxxii Costs associated with Landlord’s relocation, or attempted relocation, of any tenant in the  Project.    xxxiii Expenses that Landlord incurs in buying or selling the Project and/or the Land.    xxxiv Salaries or other compensation paid to executive employees above the grade of building  manager (including, without limitation, profit sharing, bonuses and 401(k) savings plans), but Operating Expenses may  include compensation (including, without limitation, profit sharing, bonuses and 401(k) savings plans) paid to the  building engineer to the extent required under any union or collective bargaining agreement.    xxxv Costs of directly or indirectly selling, syndicating, financing, mortgaging or hypothecating  any of Landlord’s interest in the Project and/or the Land.    xxxvi The cost of any disputes including, without limitation, legal or arbitration fees, between  Landlord, any employee or agency of Landlord, any tenants or subtenants of the Project, or any mortgagees or ground  lessors of Landlord or any parties involved in the design or construction of the Project.      





 






   13     4860-4932-6383\13  xxxvii Without limitation of any provisions above, the cost of any judgment, settlement, payment  or arbitration award arising from claims, disputes or potential disputes in connection with potential or actual claims,  litigation or arbitration pertaining to Landlord’s contractual breach, negligence, willful misconduct, or other fault, and  all expenses, including attorneys’ fees, incurred in connection therewith.    xxxviii Amounts payable by Landlord for withdrawal liability or unfunded pension liability to a  multi-employer pension plan (under Title IV of the Employee Retirement Income Security Act of 1974, as amended).    xxxix Costs incurred by Landlord which result from a breach by Landlord of this Lease or any  other lease at the Project.    xl Costs arising from the negligence or fault of other tenants or occupants at the Project or the  Land to the extent that Landlord has actually recovered all or a portion thereof from a third party; provided, however,  to the extent such costs are for repairs or replacements and are covered by an indemnity, such costs, regardless of  whether actually received, are to be excluded herein.      xli Costs that Landlord incurs to correct a representation made by Landlord in this Lease.    xlii Any gifts furnished to any entity whatsoever including, but not limited to, Tenant, other  tenants, employees, vendors, contractors, prospective tenants and agents.    xliii Any expenses incurred by Landlord for use of any public portions of the Project and/or the  Land including, but not limited to, shows, promotions, kiosks, and advertising, beyond the normal expenses attributable  to providing building services, such as lighting and HVAC to such public portions of the Building.    xliv The cost of providing after hours HVAC to other tenants of the Project.      xlv Any cost of acquiring, installing, moving, insuring, maintaining or restoring objects of art,  but costs related to ordinary maintenance, security and insurance may be included in Operating Expenses.      xlvi Costs of leasing, acquiring, operating and maintaining motor vehicles (except that the costs  of operating the shuttle bus service provided in this Lease and costs incurred by Landlord, if any, in maintaining and  repairing vehicles related to such shuttle bus service shall be included in Operating Expenses).    xlvii The costs of any electric current or other utilities for the Project beyond those specified for  common areas of the Building, but this clause shall not include:  (x) the cost of electricity used to operate the central  components of the Building’s HVAC systems in order to furnish HVAC during regular business hours or ventilating at  any other time, (y) costs of any utilities or services supplied to the common areas (other than as excluded from Operating  Expenses herein), or (z) the cost of utilities used to operate the Building fire and life safety systems.  For clarity, Operating  Expenses shall not include (1) the cost of utility installation for tenants, separate metering or sub-metering for tenants  and/or tap-in charges for adding tenants, or the cost of any utilities for which Tenant or any other tenant directly  contracts with a third party therefor or in respect of which Tenant or any other tenant or other occupant is separately  metered or sub-metered and pays Landlord or a third party directly, or (2) the cost of any electricity, water, gas, sewer  or similar utility services used by any tenant or other occupant of the Project in its premises if such utility or other  service is separately metered, sub-metered, or otherwise charged directly to Tenant or to the Premises.     xlviii Costs of structural repairs and replacements and any other repairs and replacements of a  capital nature to the Project (including contributions to capital reserves) other than capital improvements permitted under  Section 4(B) above.    xlix Costs of repairs, replacements, alterations or improvements necessary to make the Project or  Land (including, without limitation, any building equipment or machinery) comply with applicable past, present or future  laws, such as, without limitation, sprinkler installation or requirements under the Americans with Disabilities Act and  any penalties or damages incurred due to noncompliance, other than Permitted Capital Improvements expressly  permitted under Section 4(B) above.     





 






   14     4860-4932-6383\13  l All expenses directly resulting from the negligence or willful misconduct of Landlord or  any Affiliate of Landlord or any of their respective agents, servants or other employees or damages or other costs for  or in connection with bodily injury or personal injury resulting from any tortious conduct of Landlord or its agents,  including without limitation, the amount of any judgments rendered against Landlord in excess of the amount of any  applicable liability policies and costs of repairs, replacements, alterations and/or improvements.      li Costs of testing (except for routine water tests), containing, removing or abating or any costs  otherwise caused by or related to any hazardous, toxic or biologically undesirable wastes, materials, conditions and/or  substances, including, without limitation, asbestos and asbestos containing materials, and mold, in, upon or beneath the  Project and/or the Land (e.g., any Hazardous Substances in the soil or ground water), except to the extent that such costs  are incurred in connection with the remediation of Hazardous Substances required to be performed by Landlord as a  result of an environmental law (or amendment thereto) first enacted after the Effective Date (it being understood,  however, that any such costs that are excluded under this Section 4(C)(li) shall, to the extent the same relate to any capital  improvements or other capital items, be subject to the limitations applicable to inclusion of the costs of Permissible  Capital Improvements in Operating Expenses set forth in this Lease.      lii Costs of constructing additions to the Project or new buildings on the Land, or otherwise  further developing or redeveloping the Land or any portion of the Project.    liii Landlord’s general corporate overhead and general and administrative expenses, including  costs that Landlord incurs in organizing or maintaining in good standing the entity that constitutes Landlord, or in  authorizing Landlord to do business in the jurisdiction where the Building is located, or administration expenses, deed  recordation expenses, legal and accounting fees (other than with respect to Building operations), office costs, human  resource management costs and information technology costs.  For the avoidance of doubt, audit costs and the costs  of preparing financial statements of Landlord (as opposed to records and statements for the Building) shall be excluded  from Operating Expenses.    liv The cost of any events or promotions not intended solely for tenants of the Building unless  consented to by an authorized representative of Tenant in writing, but Landlord may include in Operating Expenses  the cost of customary events that are intended solely for tenants of the Building and not others that are not tenants in  the Building.    lv Any “above-standard” cleaning including, but not limited to, construction clean-up or  special cleanings associated with parties/events and specific tenant requirements in excess of service provided to  Tenant including trash collection, removal, hauling and dumping.    lvi Costs or expenses for work or services that are to be performed at “Landlord’s cost” or  “Landlord’s expense” (or any terms of similar import) pursuant to this Lease (except to the extent otherwise expressly  set forth herein).    lvii Any other costs or expenses that are expressly excluded from operating expenses under  any “net” lease entered into by Landlord with a third party tenant for office space in the Building.    lviii Any other costs or expenses that are expressly excluded from Operating Expenses under  this Lease.    lix All other items which under generally accepted accounting principles as consistently applied  in the real estate industry for first-class office buildings are properly classified as capital expenditures except, other than  capital improvements permitted under Section 4(B) above.  All Operating Expenses for the Project and the Land shall be reduced by the amount (net of collection costs) of any  insurance reimbursement, discount or allowance actually received by Landlord (or which Landlord is eligible to receive)  in connection with such costs or which Landlord would have received had Landlord maintained the insurance required  hereunder.     





 






   15     4860-4932-6383\13  (D) Taxes.  As used herein, the term “Taxes” shall include, without limitation:  any and all real estate  taxes; assessments (whether they be general or special); community improvement district charges (to the extent paid by  Landlord and exclusively related to the Project); governmental charges that accrue against the Building, the Project and/or  premises therein, (whether federal, state, county, or municipal, and whether imposed by taxing or management districts  or authorities presently existing or hereafter created); sewer rents; transit and transit district taxes; public improvement  district and business improvement district levies; and any other federal, state or local governmental charge, general,  special, ordinary or extraordinary, now or hereinafter levied or assessed against the Building, the Project and/or premises  therein.  Except to the extent specifically identified above, Taxes exclude any local, state, or federal income or inheritance  taxes.  Landlord shall pay all Taxes payable during the Lease Term before the same are delinquent.  Notwithstanding  anything herein to the contrary, in the event that the present method of taxation changes so that in lieu of or in addition  to the whole or any part of Taxes, there is levied on Landlord a capital tax directly on the rents or revenues received  therefrom or a franchise tax, margin tax, assess  or charge based, in whole or in part, upon such rents or revenues for the  Project, then all such taxes, assessments or charges or the part thereof so based, shall be deemed to be included within  the term “Taxes” for purposes hereof.  Taxes shall also include the cost of consultants retained in an effort to lower taxes  and all costs incurred in disputing any taxes or in seeking a lower tax valuation for the Project.  With respect to property  taxes, Tenant waives all rights to protest or appeal the appraised value of the Premises, as well as the Project, and all  rights to receive the notices of reappraisement.  From time to time during any calendar year, Landlord may estimate or  reestimate Taxes to be due by Tenant for that calendar year and deliver a copy of the estimate or re-estimate to Tenant.   Thereafter, monthly installments of Tenant’s Proportionate Share of Taxes paid by Tenant shall be appropriately adjusted  in accordance with the revised estimations.  For purposes of determining Taxes in any calendar year, Taxes shall mean  the Taxes paid in such calendar year.       (E) Payment.  Commencing on the Rent Commencement Date, Tenant shall pay its Proportionate Share  of the cost of all Operating Expenses and Taxes, payable in advance in monthly installments on the first day of each  month in such amount as is reasonably estimated by Landlord from time-to-time (but not re-estimated on more than one  (1) occasion during any calendar quarter).  Within sixty (60) days after the first day of each calendar year, Landlord shall  furnish to Tenant an estimate of Tenant’s Proportionate Share of reimbursable Operating Expenses and Taxes for the  ensuing calendar year.  Landlord will furnish an annual statement of the actual cost with respect to the reimbursable  Operating Expenses and Taxes (“Final Statement”) no later than one hundred twenty (120) days following the calendar  year-end including the year following the year in which this Lease terminates. In the event that Landlord is, for any  reason, unable to furnish the Final Statement for the prior year within the time specified above, Landlord will furnish  such Final Statement as soon thereafter as practicable, with the same force and effect as the Final Statement would have  had if Landlord delivered within the time specified above; provided, however, if Landlord has not delivered any Final  Statement within one year following the calendar year-end covered by the applicable Final Statement, then Landlord  shall be deemed to have waived its right to receive any shortfall from Tenant for such calendar year.  Tenant will pay any  deficiency to Landlord as shown by such Final Statement within thirty (30) days after receipt of statement.  If the total  amount paid by Tenant during any calendar year exceeds the actual amount of its share of the reimbursable Operating  Expenses or Taxes due for such calendar year, the excess will be refunded by Landlord within thirty (30) days of the date  of the applicable Final Statement.     (F) Gross Up.  With respect to any calendar year or partial calendar year during the term of this Lease  in which the Building is less than ninety-five percent (95%) occupied, the Operating Expenses that vary directly with  occupancy for such period shall, for the purposes hereof, be increased to the amount which would have been incurred  had the Building been ninety-five percent (95%) occupied.     (G) Review of Books and Records.  Tenant shall have the right to conduct a Tenant's Review, as  hereinafter defined, at Tenant's sole cost and expense (including, without limitation, photocopy and delivery charges),  in accordance with this Section.  “Tenant's Review” shall mean a review of Landlord's books and records relating to  (and only relating to) Operating Expenses payable by Tenant hereunder for the most recently completed calendar year  (as reflected on Landlord's Final Statement) by Tenant’s employees or a licensed Certified Public Accountant (“CPA”)  selected by Tenant.  Tenant must elect to perform a Tenant's Review by written notice of such election received by  Landlord within ninety (90) days following Tenant's receipt of Landlord's Final Statement for the most recently  completed calendar year, and Tenant must perform a Tenant’s Review within sixty (60) days of such election.  In the  event that Tenant fails to make such election in the required time and manner required, or fails to perform such Tenant's  Review to completion within the period required, then Landlord's calculation of Operating Expenses and Taxes for  such most recently completed calendar year shall be final and binding on Tenant.   Tenant hereby acknowledges and  





 






   16     4860-4932-6383\13  agrees that even if it has elected to conduct a Tenant's Review, Tenant shall nonetheless pay all Operating Expense  payments to Landlord as and when due as set forth in the Final Statement, subject to readjustment.  Tenant further  acknowledges that Landlord's books and records relating to the Building are confidential and may only be reviewed  at a location reasonably designated by Landlord (provided Tenant’s employees and/or CPA performing the Tenant’s  Review may copy Landlord’s books and records so long as Tenant’s reviewers have delivered the confidentiality  agreement required below); but Landlord will make such records available within the metropolitan area in which the  Premises is located.  Tenant shall provide to Landlord a copy of Tenant's Review within thirty (30) days after the date  of such review is completed.  If Tenant's Review reflects a reimbursement owing to Tenant by Landlord, and if  Landlord disagrees with Tenant's Review, then Tenant and Landlord shall jointly appoint an auditor to conduct a  review (“Independent Review”), which Independent Review shall be deemed binding and conclusive on both  Landlord and Tenant. The Independent Review shall be conducted by a CPA who has not been retained by either  Landlord or Tenant (or their affiliates) during the preceding five years.  If the Independent Review results in a  reimbursement owing to Tenant equal to five (5%) percent or more of the amounts stated as Tenant’s liability for  Operating Expenses as reflected in the Final Statement, the costs of Tenant’s Review and the Independent Review  shall be paid by Landlord, but otherwise Tenant shall pay the costs of Tenant's Review and the Independent Review.   Under no circumstances shall Tenant conduct a review of Landlord's books and records whereby the auditor operates  on a contingency fee or similar payment arrangement.  Prior to conducting any such review Tenant’s reviewer must  sign a commercially reasonable non-disclosure, non-solicitation, and confidentiality agreement provided by Landlord.     5. SERVICES.      (A) Generally.  Provided that this Lease or Tenant’s right to possession of the Premises has not been  terminated, and subject to Section 5(B) below, during the Term Landlord shall furnish to the Premises the following  services and utilities:  (i) water (tempered and cold) provided for general use of tenants of the Building in accordance  with Comparable Buildings; (ii) heated and refrigerated air conditioning as appropriate, during normal working hours  (hereinafter defined) and at such other times as Landlord normally furnishes these services to all tenants of the  Building (which shall, in any event, be comparable to the times such services are furnished at the Comparable  Buildings), and at temperatures and in amounts in accordance with base building specifications and Comparable  Buildings; (iii) janitorial services to the office portions of the Premises on business days (i.e., not including weekends  or Holidays) in accordance with the specifications set forth on Exhibit G (Tenant will be solely responsible to pay  directly for the janitorial services required for all lab areas on the Premises, and such lab janitorial costs will not be  included in Operating Expenses) and such window washing as may from time to time in Landlord’s judgment be  reasonably required to be comparable with window washing at Comparable Buildings; (iv) passenger and freight  elevators for ingress and egress to the floors on which the Premises are located, in common with other tenants,  provided that Landlord may reasonably limit the number of elevators to be in operation at times other than during  normal working hours, with the freight elevator service to be provided by at least one (1) automatic, unmanned  oversized passenger elevator serving each floor of the Building; (v) replacement of Building-standard light bulbs and  fluorescent tubes (but not incandescent light bulbs, nonstandard fixtures, or other lamps of tenants); (vi) normal  electrical current in accordance with base building specifications and Comparable Buildings; (vii) access to the  Premises on a 24/7 basis 365 days a year subject to the terms and conditions of this Lease; (viii) a Building security  system; and (ix) shared use of the Building’s loading docks.  In the event Tenant requests and Landlord provides any  of the foregoing HVAC services to Tenant at times outside normal working hours (i.e., any time other than 7:00 a.m.  to 6:00 p.m. Monday through Friday or 8:00 a.m. to 1:00 p.m. on Saturday, specifically excluding Holidays), then  Landlord shall have the right to bill Tenant and Tenant agrees to pay for such additional services.  Floor by floor  HVAC service shall be provided upon request at times outside normal working hours at the After Hours Rate (defined  below).  The initial charge for after-hours HVAC is a flat rate of $100.00 per hour per floor (“After Hours Rate”).   The After Hours Rate is subject to increase as necessitated by increases in the cost of providing the additional HVAC,  but any such increase shall be comparable with the rates for after-hours HVAC charged to tenants at Comparable  Buildings.  Landlord shall not provide HVAC service to any other tenant of the Building outside of normal working  hours unless such after-hours HVAC service is specifically requested by the applicable tenant or is required to be  provided in order to service another tenant’s premises as a result of the configuration of the applicable HVAC system  (i.e., a single HVAC unit serves multiple premises and one of the tenants served by such unit requests after-hours  HVAC service) and, further, Landlord shall charge any other tenant requesting after-hours HVAC service a rate  comparable to the After Hours Rate and shall use commercially reasonable efforts to collect all amounts owing by  other tenants for after-hours HVAC service.  Landlord will also provide Tenant with the ability to control fan operation  (in lieu of operation of the full HVAC system serving the Premises) in Premises for use outside normal working hours,  





 






   17     4860-4932-6383\13  without temperature control, at no separate charge from Landlord.  For purposes of this Lease provision, “Holidays”  shall include New Year’s Day, Memorial Day, July 4th, Labor Day, Thanksgiving and Christmas and any such other  holidays as reasonably determined by Landlord, consistent with other Comparable Buildings.  Landlord, at Landlord’s  cost, will provide a separate meter to meter Tenant’s electrical use within the Premises.  Other than as shown in  attached Exhibit C or as otherwise approved by Landlord, Tenant will not install or operate in the Premises any  electrically operated equipment or machinery that operates on greater than 220 volt power without first obtaining the  prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or delayed.  Tenant  shall not install any non-customary electrically operated equipment or machinery that will necessitate any changes,  replacements or additions to, or in the use of, the Building systems serving the Premises or the Building, without first  obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld, conditioned, or  delayed.  Business machines and mechanical equipment belonging to Tenant which cause noise or vibration that may  be transmitted to the structure of the Building or to any space therein to such a degree as to be reasonably objectionable  to Landlord or to any tenant in the Building shall be installed and maintained by Tenant, at Tenant’s expense, on  vibration eliminators or other devices sufficient to reduce such noise and vibration to a level reasonably satisfactory  to Landlord.  Landlord acknowledges that any equipment to be installed by Tenant as pre-approved by Landlord do  not require any further consent or approval as may otherwise be required under this Section and such installation are  acceptable.  Notwithstanding anything in this Lease to the contrary, any damage to any fixtures or appliances in the  Premises to the extent attributable to misuse by Tenant or its agents, employees or invitees, shall be paid by Tenant,  and Landlord will not in any case be responsible therefor.       Except in the event of Landlord’s material uncured breach of its Lease obligations hereunder or the  negligence or willful misconduct of Landlord, the failure by Landlord to any extent to make available, or any  slowdown, stoppage or interruption of these services shall not render Landlord liable in any respect for damage to  either person, property or business, nor be construed as an actual or constructive eviction of Tenant or work an  abatement or offset of Rent, nor relieve Tenant from fulfillment of any covenant or agreement hereof, except as set  forth below. Notwithstanding the foregoing, upon the occurrence of any interruption or discontinuance of such  services, as set forth in this Section 5(A), which results from Landlord’s material uncured breach of its obligations  hereunder or Landlord’s negligence or willful misconduct, and which was not caused by Tenant or by Tenant’s  subtenants, agents, employees or contractors (without any reasonably equivalent or alternative service being provided  by Landlord), and such interruption or discontinuance continues for a period of five (5) consecutive days (or re-occurs  on more than twelve (12) days, even if not consecutive days, within a thirty (30) day period) after Tenant shall have  given written notice thereof to Landlord, then, from and after the expiration of such five (5) day period, where Tenant  is unable to and does not use the affected portion of the Premises for the conduct of business as normally conducted  by Tenant, gross Rent shall abate in the same proportion as the portion of the Premises that Tenant is unable to and  does not use bears to the entire Premises until such time as such service is restored or Tenant begins using the affected  portion of the Premises for its business.  Landlord shall not, except in an emergency, voluntarily effect any stoppage  or reduction of any service without giving prior oral or written notice to Tenant of the time and estimated duration  thereof, and Landlord agrees to use commercially reasonable efforts to cause any such stoppage or reduction of any  service to be outside of working hours for the Building.  Should any equipment or machinery furnished by Landlord  break down or for any cause cease to function properly, Landlord shall use reasonable diligence to repair same  promptly, but, except as provided above, Tenant shall have no claim for abatement of Rent or damages on account of  any interruption in service occasioned thereby or resulting therefrom.       (B) Separately Metered Utilities.  Notwithstanding the foregoing, all utilities in the lab area of the  Premises, including without limitation, water, electricity, natural gas and HVAC, will be separately metered or sub- metered, or otherwise accurately accounted for, by Landlord, and the costs for usage shall be billed and paid directly  by Tenant when due.     (C) Common Areas.  Landlord shall be responsible for providing and/or maintaining in good condition  and repair the following:  (i) trash removal, (ii) landscaping; (iii) all labor costs and supply costs involved in the operation  of the Building; (iv) all other services of any kind and nature which Landlord determines may be used in or upon the  Project; (v) management of the Project; and (vi) the repair, maintenance and replacement of the Building and  improvements as follows: (1) the roof; (2) all structural interior and exterior components of the Building and  improvements except those modifications installed by Tenant; (3) Garage; (4) sidewalks, alleys and any and all access  drives, including the removal of snow and ice therefrom; (5) heating and air conditioning equipment, lines and fixtures  except for any supplementary air conditioning systems installed by or at the request of Tenant; (6) plumbing equipment,  





 






   18     4860-4932-6383\13  lines and fixtures, including, but not limited to fire sprinkler and fire control systems, except for any of these items of  Tenant’s personal property including, without limitation, dishwashers and refrigerators; (7) electrical equipment, lines  and fixtures serving the Project, including without limitation tenants’ premises, except for tenants’ personal property  including, for example only and without limitation, tenants’ back-up generators and computer infrastructures; (8) all  ingress-egress doors to the Building; (9) exterior plate glass; (10) all utility lines and services, except to the extent installed  or modified by or at the direction of any tenant; (11) elevator equipment, lines and fixtures; (12) preventative maintenance  to the heating and air conditioning equipment, lines and fixtures; and (13) janitorial service to the Premises (other than  the lab area, which shall be Tenant’s responsibility) and common areas.  Landlord reserves the right to bill Tenant  separately for extra janitorial service required for non-standard installations as may from time to time in Landlord’s  judgment be reasonably required, or shall permit Tenant to undertake such services itself, with an appropriate adjustment,  if any, to the amount of Operating Expenses.  The costs incurred by Landlord in connection with the performance and  provision of the foregoing services shall be included in Operating Expenses except to the extent expressly excluded under  Section 4(C). In no event will Landlord be responsible for alterations to the Building’s structure required by applicable  law because of Tenant’s specific use of the Premises (other than general office use) or alterations or improvements to the  Premises made by or for the benefit of Tenant.    If Landlord fails to satisfy its obligations under this Section 5(C) for any reason other than a Force Majeure  event, and provided such condition was not caused by Tenant or by Tenant’s subtenants, agents, employees  representatives, invitees or contractors, or any other person or party for whom Tenant is responsible, and such failure  continues for a period of ten (10) consecutive days after Landlord’s receipt of notice of such failure from Tenant; then,  from and after the expiration of such ten (10) day period, where Tenant is unable to and does not use the affected portion  of the Premises for the conduct of business as normally conducted by Tenant, Base Rent shall abate in the same proportion  as the portion of the Premises that Tenant is unable to and does not use bears to the entire Premises until such time as  such maintenance is performed or Tenant begins using the affected portion of the Premises for its business.   Notwithstanding anything to the contrary herein, Landlord’s liability under this Section 5(C) shall be limited to Base  Rent abatement (as provided in this paragraph) and the cost of performing such work (it being understood that nothing  in this sentence shall operate to limit Landlord’s indemnification obligations contained in this Lease).     (D) Utility Consumption. Tenant acknowledges and affirms its knowledge and understanding of  Landlord’s efforts to benchmark utility consumption within the entirety of the Building.  As such, Tenant consents to  Landlord’s using such consumption information to enable Landlord to satisfy the requirements established by the US  EPA for whole building data for, and to incorporate Tenant’s utility data in, such benchmarking initiatives as Landlord  actively participates in, subject only to the provision that Landlord will exercise commercially reasonable care to maintain  the privacy of Tenant’s specific consumption data.  Any public dissemination of such data shall be in aggregate with  other Building tenants’ and occupants’ consumption data, with no direct identification of individual tenant usage.    6. COMPLIANCE.      Tenant, at Tenant’s sole expense, shall comply with all Governmental Requirements now in force or which may hereafter  be in force, which shall impose any duty upon Tenant with respect to the use, occupation or alteration of the Premises.   Notwithstanding anything to the contrary contained herein, Tenant will keep, repair, maintain and preserve the Premises  (including, without limitation, all electronic, phone and data cabling and related equipment installed for the exclusive  benefit of Tenant [other than building service equipment], fixtures, lighting, electrical equipment and wiring, non- structural walls, interior windows, floor coverings, doors and door frames and plate glass [provided that Landlord shall  have the right to repair plate glass at Tenant’s cost]) in good, neat and sanitary condition and free of insects, rodents,  vermin and other pests, except for normal wear and tear, and damage by fire or casualty, and repairs or services required  to be completed or provided by Landlord hereunder.  Tenant shall be solely responsible, at Tenant’s sole cost and expense,  for the proper maintenance of the portions of any and all sanitary, electrical, heating, air conditioning, plumbing, security  or other systems, equipment and appliances to the extent installed and/or operated by Tenant and/or exclusively serving  the Premises.  Tenant agrees to provide regular maintenance by contract with a reputable qualified service contractor for  the heating and air conditioning, electrical, plumbing and life-safety equipment exclusively servicing the Premises. Such  maintenance contract and contractor shall be subject to Landlord’s reasonable approval. Tenant, at Landlord’s request,  shall at reasonable intervals provide Landlord with copies of such contracts and maintenance and repair records and/or  reports.  Tenant shall be responsible, at its sole cost and expense, for janitorial and trash removal services for the lab area  of the Premises and for proper biohazard disposal services.  Such services shall be performed by licensed (where required  by law or governmental regulation), insured and qualified contractors approved in advance, in writing, by Landlord  





 






   19     4860-4932-6383\13  (which approval shall not be unreasonably withheld, delayed or conditioned) and on a sufficient basis to ensure that the  Premises are at all times kept neat and clean.    Tenant, at Tenant’s sole cost and expense, shall cause all portions of the Premises used for the storage, preparation,  service or consumption of food or beverages to be cleaned daily in a manner reasonably satisfactory to Landlord, and to  be treated against infestation by insects, rodents and other vermin and pests whenever there is evidence of any infestation.   Tenant shall not permit any person to enter the Premises for the purpose of providing such extermination services, unless  such persons have been approved by Landlord.  If requested by Landlord, Tenant shall, at Tenant’s sole cost and expense,  store any refuse generated in the Premises by the consumption of food or beverages in a cold box or similar facility.    If Tenant fails to maintain the Premises in accordance with this Lease, at Tenant’s sole cost and expense, Landlord will  make all interior repairs and replacements to the Premises including but not limited to interior walls, doors and windows,  floors, floor coverings, light bulbs, plumbing fixtures, and electrical fixtures, except for normal wear and tear, damage  by fire or casualty and repairs or services required to be completed or provided by Landlord hereunder.   Subject to  Section 9(C) below, Tenant will also reimburse Landlord, at Tenant’s sole cost and expense, for the cost to repair or  replace any broken windows and/or damage to the Building or Premises caused by the negligence of Tenant or its  employees, agents, guests or invitees during the Lease Term hereof.  Except in case of emergency, Landlord will provide  Tenant with notice of its intent to perform such repairs or replacements at least one (1) business day before  commencement of such work.  The above repairs, replacements, and/or services must be performed by an approved  contractor of Landlord, which approval shall not be unreasonably withheld, conditioned or delayed.  Should Tenant fail  to perform all interior repairs and replacements to Tenant’s Premises, such repairs may be performed by Landlord and  charged to Tenant at Tenant’s sole cost and expense.  Tenant will comply with all ordinances of the City of Chicago,  rules and regulations of the Board of Health and the laws of the State of Illinois, and any laws, rules or regulations of any  governmental authority required of either Landlord or Tenant relative to the repair, maintenance and replacement in the  Premises. Tenant shall give to Landlord prompt notice of any fire or accident in the Premises or in the Building and  of any damage to, or defective condition in, any part or appurtenance of the Building including, without limitation,  the sanitary, electrical, ventilation, heating and air conditioning or other systems located in, or passing through, the  Premises.  Tenant agrees to comply with all rules and regulations now or hereafter promulgated by Landlord from  time to time of which Tenant has prior written notice (“Rules and Regulations”).  Current Rules and Regulations are  as set forth on Exhibit B.  Notwithstanding anything to the contrary herein, the Rules and Regulations shall be subject  to the following conditions (collectively, the “Rules and Regulations Conditions”): (i) if any amended or  supplemented Rules and Regulations are in conflict with any term, covenant or condition of this Lease, then this Lease  shall prevail; (ii) the Rules and Regulations shall be uniformly applied by Landlord without discrimination to the  tenants and other occupants of the Building; and (iii) if any other tenant or other occupant of the Building persistently  fails to comply with the Rules and Regulations, and such non-compliance materially interferes with Tenant’s use of  the Premises, then Landlord, upon receiving a written request from Tenant, will provide notice to the non-compliant  tenant or occupant of the Building to remedy such non-compliance.  Notwithstanding the foregoing, in no event will  any alleged Landlord failure with respect to the immediately preceding sentence be deemed as a Landlord default  under this Lease.      Tenant shall comply with all easements, covenants and restrictions now or hereafter affecting the Property or any portion  thereof, and, to the best of Landlord’s actual knowledge, all such easements now or hereafter affecting the Property do  not, or will not, prevent Tenant from using the Premises for the Permitted Use or otherwise diminish or interfere with the  rights and benefits granted Tenant under this Lease.  Additionally, Tenant acknowledges that Landlord may enter into  reciprocal easement agreements, operating agreements or additional covenants with adjacent property owners, and  Tenant hereby agrees to cooperate with Landlord’s endeavors in entering into any such easements, agreements or  covenants, and shall abide by such easements, agreements and covenants as to which Landlord has provided Tenant  copies thereof, and provided that no such agreements or covenant shall diminish or interfere with the rights and benefits  granted Tenant under this Lease.    7. PARKING.      Tenant and its employees, agents and invitees shall have the right in common with other tenants of the Building to use  the Tenant Parking Stalls from the Parking Spaces on an unreserved basis, subject to such reasonable Rules and  Regulations (as defined herein) as Landlord may promulgate from time to time and applicable laws.  As of the  Effective Date, Tenant leases four (4) of the Tenant Parking Stalls, and commencing on the Expansion  





 






   20     4860-4932-6383\13  Commencement Date, Tenant shall lease all of the Tenant Parking Stalls for the entirety of the Term; provided,  however, that not more than one time per calendar year, Tenant may notify Landlord of its desire to relinquish one or  more of the Tenant Parking Stalls, and, upon receipt of such notice, Landlord will offer such Tenant Parking Stalls to  the other then-current tenants in the Building.  If any such other tenants of the Building agree to lease the proposed  relinquished Tenant Parking Stalls, Landlord will proceed to lease such stall to such tenants, and, upon the execution  of such lease(s), the applicable Tenant Parking Stalls will be removed from Tenant’s parking obligations hereunder.   To the extent that no other tenants in the Building desire to lease all or any of the proposed Tenant Parking Stalls,  Tenant will continue to lease such Tenant Parking Stalls throughout the Term,   Notwithstanding the foregoing, if, at  any time during the Lease Term, the Premises expand (due to the ROFR, as defined below, or otherwise), Tenant  shall, on or before the date upon which the Lease Term commences with respect to such expansion, have the right to  elect to lease on a month-to-month basis any then-unencumbered Parking Spaces allocable to the ROFR space as  determined using the ratio of one unreserved Parking Space per 2,869 rentable square feet in the Premises) (it being  understood that, in connection with any expansion process, upon Tenant’s request, Landlord shall promptly inform  Tenant of how many unencumbered Parking Spaces are then available), with any failure by Tenant to timely make  such an election being deemed an election to not exercise such right; provided, however, in the case of a ROFR in  which the ROFR Space Notice includes a right to lease a specific number of Parking Spaces, the preceding terms of  this sentence (i.e., the terms before the proviso) shall not apply, and Tenant shall have the applicable rights to Parking  Spaces described in the ROFR Space Notice.  Except as otherwise expressly set forth in this Lease, the Tenant Parking  Stalls shall be leased at a rate of $275.00 per Parking Space per month, plus any applicable sales tax, as such parking  rate may be reasonably adjusted by Landlord from time-to-time in accordance with market prices; provided, however,  in no event will the adjusted parking fee exceed fair market value.  Notwithstanding anything herein to the contrary,  except in the case of an Event of Default under this Lease with respect to which Landlord has commenced the exercise  of any of the remedies described in Sections 19(A), 19(B) or 19(C), Landlord will not have the right to terminate  Tenant’s rights to any of the Tenant Parking Stalls pursuant to this Section 7.  Landlord may grant or deny parking  access rights to other tenants of the Project.  Tenant shall only permit parking by its employees, agents, contractors, or  invitees of passenger vehicles in appropriate designated parking areas.  Landlord shall not be responsible for enforcing  Tenant’s parking rights against any third parties but Landlord shall use commercially reasonable efforts to ensure all  users of the Garage observe the applicable Rules and Regulations and do not breach their respective obligations  (whether under a lease agreement or otherwise) with respect to the use of the Garage and Parking Spaces.  It is  understood and agreed that (i) no specific, reserved Parking Spaces will be allocated for use by Tenant, and (ii) all of  the Tenant Parking Stalls shall be in the Garage.  Notwithstanding anything herein to the contrary, in addition to the  visitor Parking Spaces, Landlord hereby reserves the right from time-to-time to designate any portion of the parking  facilities to be used exclusively by visitors to the Building, other persons, entities, or tenants, and to charge for visitor  parking and/or reserved parking; provided, however, Landlord shall not exercise such right in a manner that diminishes  or unreasonably interferes with any of Tenant’s rights with respect to the Tenant Parking Stalls.  Tenant agrees that it  and its employees shall observe the reasonable safety precautions in the use of parking facilities promulgated by the  operator and/or Landlord governing their use.  In the event that the operator and/or Landlord require that an  identification or parking sticker must be displayed at all times in all cars parked in the parking facilities, any car not  displaying such a sticker may be towed away, booted or ticketed at the car owner’s expense.     8. HAZARDOUS SUBSTANCES.       (A) The term “Hazardous Substances”, as used in this Lease shall mean pollutants, contaminants, toxic  or hazardous wastes, asbestos, polychlorinated biphenyls (“PCBs”), oil or any hazardous, radioactive or toxic substance,  material or waste or petroleum derivative, the removal of which is required or the presence or use of which is or becomes  restricted, prohibited or penalized by any Environmental Law (hereinafter defined) including without limitation live  organisms, viruses and fungi, medical waste and any so-called “biohazard” materials,” and any materials on the right to  know list of the Occupational Safety and Health Administration. The term “Hazardous Substance” also includes,  without limitation, any material or substance which is (i) designated as a “hazardous substance,” “hazardous material,”  “oil,” “hazardous waste” or toxic substance under any Environmental Law or (ii) contains any component now or  hereafter designated as such. The term “Environmental Law”, shall mean any federal, state or local law, ordinance or  other statute, rule or regulation of any local, state or federal governmental or quasi-governmental authority relating to  pollution or protection of the environment or health and safety matters, including but not limited to any discharge by any  of the Tenant Parties into the air (including outdoor air and indoor air), surface water, sewers, soil or groundwater of any  Hazardous Substance whether within or outside the Premises, including, without limitation (a) the Federal Water  Pollution Control Act, 33 U.S.C. Section 1251 et seq., (b) the Federal Resource Conservation and Recovery Act, 42  





 






   21     4860-4932-6383\13  U.S.C. Section 6901 et seq., (c) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C.  Section 9601 et seq., (d) the Toxic Substances Control Act of 1976, 15 U.S.C. Section 2601 et seq., (e) the Illinois  Environmental Protection Act, 415 Ill. Comp. Stat. 5, including, without limitation, Title II, Title VI-A, Title VI-B and  Title XVII, (f) the Solid Waste Planning and Recycling Act, 415 Ill. Comp. Stat. 15, and (g) the Illinois Solid Waste  Management Act, 415 Ill. Comp. Stat. 20.  Tenant, at its sole cost and expense, shall comply with (i) all Environmental  Laws, and (ii) any rules, requirements and safety procedures of (A) the Illinois EPA, the City of Chicago, and any other  governmental agency with jurisdiction over Hazardous Materials and (B) any insurer of the Building or the Premises  with respect to Tenant’s use, storage and disposal of any Hazardous Substances.      (B) Tenant shall not, without the prior written consent of Landlord, bring or permit to be brought to or kept  at, in or on the Premises or elsewhere in the Building or the Project (a) any inflammable, combustible or explosive fluid,  material, chemical or substance (except for de minimis quantities of standard office and cleaning supplies stored in  compliance with Environmental Laws and in proper containers); and (b) any Hazardous Substance, other than the types  of Hazardous Substances which are used by Tenant in the ordinary course of Tenant’s business and are consistent with  the operation of a pharmaceutical development laboratory, including, but not limited to those that are listed on Exhibit  L attached hereto (“Tenant’s Hazardous Substances”); provided that the same shall at all times be brought to, kept at  or used in so-called ‘control areas’ (the location, number and size of which shall reasonably be approved by Landlord)  only in accordance with all applicable Environmental Laws and prudent environmental practices (including without  limitation best practices to minimize quantities of stored Hazardous Substances using a “just in time” method of  purchasing the same) and (with respect to medical waste and so-called “biohazard” materials) good scientific and medical  practices; and provided further that if any applicable Environmental Laws limit quantities of permitted Hazardous  Substances on a per floor basis, Tenant will be allowed to utilize only such limited allowable quantity in the same  proportion as the rentable square footage of the Premises bears to the entire rentable square footage of the 8th floor of the  Building; and provided further that in no event shall Tenant generate, produce, bring upon, use, store or treat any  infectious biological micro-organisms or any other Hazardous Substances in the Premises with a risk category above the  level of Biosafety Level 2 as established and described by the U.S. Department of Health and Human Services Publication  Biosafety in Microbiological and Biomedical Laboratories (Fifth Edition) (as it may be further revised, the “BMBL”) or  such nationally recognized new or replacement standards as may be reasonably selected by Landlord; and provided  further that to the extent any Governmental Requirement sets a maximum quantity of any Hazardous Substances which  may be stored, used or brought into the Building without additional licensing, permitting or authorizations therefor,  Tenant shall not be permitted to use, store or bring into the Building more than Tenant’s prorated share of such Hazardous  Substances (as determined by the relative use of such Hazardous Substances by tenants operating research and  development laboratories and taking into account the size of the Premises as compared to the size of such other tenants  spaces).   In all events, Tenant shall comply with all applicable provisions of the BMBL.  No portion of the Premises will  be used by Tenant as a landfill or a dump. Tenant will not install in, on, under or about the Project, any underground  tanks of any type. Tenant shall be responsible for assuring that all laboratory uses are adequately and properly vented.   On or before each anniversary of the Commencement Date and at least fifteen (15) days prior to any date on which Tenant  intends to add a new Hazardous Substance to, or materially increase the quantity of any Hazardous Substance already  on, the list of Tenant’s Hazardous Substances, Tenant shall submit (via an e-mail to Landlord’s email addresses set forth  above, as may be updated by written notice from time to time, and Landlord’s then current property manager) to Landlord  an updated list of Tenant’s Hazardous Substances for Landlord’s review and approval, which approval shall not be  unreasonably withheld, conditioned or delayed.  If Landlord neither approves nor objects to the contents of any such  Tenant list within seven (7) business days, such list will be deem approved by Landlord.  Tenant shall provide such  further information concerning any Tenant’s Hazardous Substances and/or their use, storage and/or disposal within thirty  (30) days of Landlord’s reasonable request concerning the same.   Landlord shall have the right, from time to time, to  inspect the Premises for compliance with the terms of this Section 8 at Tenant’s sole cost and expense, but not more often  than once per year at Tenant’s cost, unless Landlord has a good faith reasonable belief that Tenant has violated the terms  hereof.  Further, Landlord may inspect the Premises for compliance with this Section 8 up to an additional two times per  year at Landlord’s cost and expense.  With respect to any Hazardous Substance brought or permitted to be brought or  kept in or on the Premises or elsewhere in the Building or the Project in accordance with the foregoing, Tenant shall (i)  not permit any such Tenant Hazardous Substance to escape, be released or be disposed in or about the Premises, the  Building or the Land and (ii) within five (5) business days of Landlord’s reasonable request, which request shall not be  made more frequently than one time per calendar year unless otherwise required by a governmental authority or Landlord  reasonably suspects that a release of a Hazardous Substance has occurred upon the Premises, provide evidence reasonably  satisfactory to Landlord of Tenant’s compliance with all applicable Environmental Laws including copies of all licenses,  permits and registrations that Tenant has been required to obtain prior to handling any Hazardous Substance at the  





 






   22     4860-4932-6383\13  Premises and that have not been previously provided to Landlord.  Notwithstanding the foregoing, with respect to any of  Tenant’s Hazardous Substances which Tenant does not properly handle, store or dispose of in compliance with all  applicable Environmental Laws, prudent environmental practices and (with respect to medical waste and so-called  “biohazard” materials) good scientific and medical practices, Tenant shall, upon written notice from Landlord, no longer  have the right to bring such material into the Building or the Project until Tenant has demonstrated, to Landlord’s  reasonable satisfaction, that Tenant has implemented programs to thereafter properly handle, store or dispose of such  material.  In order to induce Landlord to waive its otherwise applicable requirement that Tenant maintain insurance in  favor of Landlord against liability arising from the presence of radioactive materials in the Premises, and without limiting  the foregoing, Tenant hereby represents and warrants to Landlord that at no time during the Term will Tenant bring upon,  or permit to be brought upon, the Premises any radioactive materials whatsoever.    (C) If any lender or governmental authority requires testing to determine whether there has been any  release of Hazardous Substance(s) and such testing is required as a result of the acts or omissions of any of the Tenant  Parties, then Tenant shall reimburse Landlord upon demand, as additional rent, for the reasonable costs thereof.  If Tenant  is found to have caused any release of a Tenant Hazardous Substance at, in, on, under, from or upon the Project, all  reasonable, out of pocket costs incurred by Landlord in connection with Landlord’s monitoring of Tenant’s compliance  with this Section 8, including Landlord’s reasonable attorneys’ fees and costs, shall be additional rent and shall be due  and payable to Landlord within thirty (30) days after the delivery to Tenant of Landlord’s invoice therefor. Tenant shall  execute affidavits, certifications and the like, as may be reasonably requested by Landlord from time to time concerning  Tenant's best knowledge and belief concerning the presence of Hazardous Substances at, in, on, under, from or upon the  Premises, the Building or the Project.  From time to time during the term of this Lease, Tenant shall provide Landlord  with such evidence of Tenant’s compliance with the terms of this Section 8 as Landlord may reasonably request, which  request shall not be made more frequently than one time per calendar year unless otherwise required by a governmental  authority or Landlord reasonably suspects that a release of a Hazardous Substance has occurred at, in, on, under, from or  upon the Premises.  Further, at Landlord’s option, Landlord may (but shall have no obligation to) obtain a report or  reports from time to time, but no more often than once per calendar year unless Landlord reasonably and in good faith  believes that Tenant has violated the provisions hereof (each, a “Landlord’s Report”) addressed to Landlord by a  licensed environmental engineer or certified industrial hygienist, which Landlord’s Report shall be based on the  environmental engineer’s or certified industrial hygienist’s inspection of the Premises and shall set forth the current  condition of the Premises with respect to Tenant’s use, storage and disposal of Hazardous Substances.  Landlord may  obtain a Landlord’s Report at Tenant’s cost at any time that Tenant is in default under this Lease.  In addition, if any time  a Landlord’s Report indicates that there is a material deficiency in compliance with the standards set forth in this Section  8, then the costs of such Landlord’s Report shall be reimbursed by Tenant to Landlord upon demand, as additional rent,  for the reasonable cost thereof, Tenant shall promptly remedy such deficiency, and Landlord shall be entitled to a written  evaluation by Landlord’s consultant at Tenant’s cost to confirm the proper completion of such remedy, such costs also  to be reimbursed by Tenant to Landlord upon demand as additional rent, for the reasonable cost thereof, together with  interest at the Default Rate until paid in full.    (D) Tenant agrees to indemnify, defend and hold harmless Landlord, its lenders, any managing agents and  leasing agents of the Premises, and their respective agents, partners, officers, directors and employees, from all claims,  judgments, demands, actions, liabilities, losses, penalties, costs, expenses, fees, damages and obligations of any nature  (collectively, “Claims”) arising from or as a result of Hazardous Substances or any other contamination of any part of  the Project or adjacent property, or exacerbation of any Hazardous Substances or other contamination of any part of the  Project or adjacent property which contamination or exacerbation, as the case may be, arises solely as a result of (i) the  presence of any Tenant Hazardous Substance in the Premises, the occurrence of which is caused by any act or omission  of any of the Tenant Parties, or (ii) from a breach by Tenant of its obligations under this Section 8. This indemnification  by Tenant includes, without limitation, reasonable costs incurred in connection with any investigation of site conditions  or any cleanup, remedial, removal or restoration work or any other response action required by any federal, state or local  governmental agency or political subdivision because of any Hazardous Substance present in the soil, soil vapor, or  ground water at, on or under, or any indoor air in, the Building based upon the circumstances identified in the first  sentence of this Section 8D.  The foregoing indemnifications shall survive the expiration or sooner termination of this  Lease.    (E) Without limiting the obligations set forth in Section 8D above, if any Hazardous Substance is at, in,  on, under, from, or upon the Building or the Project as a result of the acts or omissions of any of the Tenant Parties and  results in any contamination of any part of the Project or any adjacent property that is in violation of any applicable  





 






   23     4860-4932-6383\13  Environmental Law or that requires the performance of any response action pursuant to any Environmental Law, Tenant  shall promptly take all actions at Tenant’s sole cost and expense as are necessary to reduce such Hazardous Substance to  amounts below any applicable reportable quantity, reportable concentration or any other applicable reporting or cleanup  standard set forth in any Environmental Law such that (i) no further response actions are required, (ii) no Environmental  Land Use Control (as that term is defined in the Illinois Administrative Code Title 35, § 742.200) is required, and (iii) no  environmental easements, deed restrictions or other limitations on the use of the property is or are required; provided that  Tenant shall first obtain Landlord’s written approval of such actions, which approval shall not be unreasonably withheld,  conditioned or delayed so long as such actions would not be reasonably expected to have an adverse effect on the market  value or utility of the Project for the Permitted Uses, and in any event, Landlord shall not withhold its approval of any  proposed actions which are required by applicable Environmental Laws and comply with the provisions of Sections  8E(i), (ii), and (iii), above (such approved actions, “Tenant’s Remediation”). In the event that Tenant fails to complete  Tenant’s Remediation prior to the end of the Term, then, until the completion of Tenant’s Remediation (as evidenced by  a “No Further Remediation Letter” (as such term is defined by applicable Environmental Laws), or other appropriate  regulatory closure documentation that is reasonably acceptable to Landlord) (the “Remediation Completion Date”), (i)  Tenant shall pay to Landlord, with respect to the portion of the Premises which reasonably cannot be occupied by a new  tenant until completion of Tenant’s Remediation, (A) additional rent on account of Operating Expenses and Taxes and  (B) Base Rent in an amount equal to the greater of (1) the fair market rental value of such portion of the Premises (as  reasonably determined by Landlord), and (2) Base Rent attributable to such portion of the Premises in effect immediately  prior to the end of the Term; and (ii) Tenant shall maintain responsibility for Tenant’s Remediation and Tenant shall  complete Tenant’s Remediation as soon as reasonably practicable in accordance with all Environmental Laws. If Tenant  does not diligently pursue completion of Tenant’s Remediation, Landlord shall have the right to either (A) assume control  of the performance of Tenant’s Remediation, in which event Tenant shall pay all reasonable costs and expenses of  Tenant’s Remediation (it being understood and agreed that all costs and expenses of Tenant’s Remediation incurred  pursuant to contracts entered into by Tenant shall be deemed reasonable) within thirty (30) days of demand therefor  (which demand shall be made no more often than monthly), and Landlord shall be substituted as the party identified on  any governmental filings as the party performing such Tenant’s Remediation or (B) require Tenant to maintain  responsibility for Tenant’s Remediation, in which event Tenant shall complete Tenant’s Remediation as soon as  reasonably practicable in accordance with all Environmental Laws, it being understood that Tenant’s Remediation shall  not contain any requirement that Tenant remediate any contamination to levels or standards more stringent than those  associated with the Project’s current office, research and development, laboratory, and vivarium uses.    (F) During the Lease Term, Tenant shall promptly provide Landlord with copies of all summons, citations,  directives, information inquiries or requests, notices of potential responsibility, notices of violation or deficiency, orders  or decrees, claims, complaints, investigations, judgments, letters, notice of environmental liens, and other  communications, written or oral, actual or threatened, received by Tenant from the United States Environmental  Protection Agency, Occupational Safety and Health Administration, the Illinois Environmental Protection Agency or any  other federal, state or local agency or authority, or any other entity or individual, concerning (i) any Hazardous Substance  on, in, under or about the Premises; (ii) the imposition of any lien on the Premises; or (iii) any alleged violation of or  responsibility under any Environmental Law relating to the Premises (including the use and/or occupancy thereof) by  any Tenant Party.      (G) Prior to bringing any Hazardous Substance into any part of the Project, other than Tenant’s Hazardous  Substances and standard office, cleaning and maintenance supplies used in ordinary amounts and stored in proper  containers in compliance with all Environmental Laws, Tenant shall deliver to Landlord the following information with  respect thereto: (a) a description of handling, storage, use and disposal procedures; (b) all plans or disclosures and/or  emergency response plans which Tenant has prepared, including without limitation Tenant’s Spill Response Plan, and  all plans which Tenant is required to supply to any governmental agency or authority pursuant to any Environmental  Laws; and (c) other information reasonably requested by Landlord.    (H) Tenant shall be responsible, at its sole cost and expense, for Hazardous Substance and other biohazard  disposal services for the Premises.  Such services shall be performed by contractors reasonably acceptable to Landlord  and on a sufficient basis to ensure that the Premises are at all times kept neat, clean and free of Hazardous Substances  and biohazards except in appropriate, specially marked containers reasonably approved by Landlord.   In addition, if any  Governmental Requirements or the trash removal company requires that any substances be disposed of separately from  ordinary trash, Tenant shall make arrangements at Tenant’s expense for such disposal directly with a qualified and  licensed disposal company at a lawful disposal site.  





 






   24     4860-4932-6383\13    (I) Tenant shall not be bound by any requirements of a Building insurer which are more restrictive than  those of any Environmental Law (an “Overstandard Requirement”), unless Landlord shall have given Tenant prior  written notice of such Overstandard Requirements prior to Tenant conducting business from the Premises or taking any  action required under this Lease.  Landlord agrees that any Overstandard Requirement shall be applicable only to the  extent that such Overstandard Requirements are generally applicable in Comparable Buildings containing laboratory uses  (not owned by Landlord or its affiliates or insured by a Building insurer), are appropriate to the nature of the Building  and its tenancy, and applicable to all other similarly situated tenants of the Building.  Further, Tenant shall not be required  to comply with any Overstandard Requirement to the extent that doing so would materially interfere with, or make  materially more costly, Tenant’s normal conduct of business.    9. INSURANCE.       (A) INSURANCE BY LANDLORD.  Landlord shall, during the Lease Term, procure and keep in force  at least the following insurance (the cost of Landlord’s insurance hereunder will be deemed to be an Operating Expense  to the extent applicable to the period after the Commencement Date):      (1) PROPERTY INSURANCE.  “All Risk” property insurance covering the full replacement  value of the Building and including, without limitation, coverage for earthquake and flood; and machinery (if applicable);  sprinkler damage; vandalism; malicious mischief; and loss of rental income.  Such insurance shall not cover Tenant’s  equipment, trade fixtures, inventory, fixtures or personal property located on or in the Premises.      (2) LIABILITY INSURANCE.  Commercial general liability (lessor’s risk) insurance against  any and all claims for bodily injury, death or property damage occurring in or about the Building or the Land.  Such  insurance shall have a combined single limits as may be reasonably determined by Landlord from time to time in a  manner consistent with Comparable Buildings, but in no event less than a combined single limit of One Million Dollars  ($1,000,000) per occurrence with a Two Million Dollar ($2,000,000) aggregate limit; and      (4) OTHER.  Such other insurance as Landlord deems necessary and prudent.    Should Landlord choose to self-insure, the cost of maintaining such self-insurance shall be considered an expense of the  property and be payable by Tenant as a portion of Operating Expenses; provided, that in no event shall Operating  Expenses include any amount in excess of the premiums that would have otherwise been included if Landlord had  purchased such insurance from an insurance company and not elected to self-insure, plus commercially reasonable  deductible amounts.     (B) INSURANCE BY TENANT.  Tenant shall, during the Lease Term, procure and keep in force the  following insurance:       (1) Tenant's Liability Insurance.  Commercial general liability insurance against any and all  claims for personal injury, bodily injury (including, without limitation, sickness, disease and death) and property  damage (including products and completed operations) occurring in, or about the Premises arising out of Tenant's use  and occupancy of the Premises.  Such insurance shall have a combined single limit of not less than One Million Dollars  ($1,000,000) per occurrence with a Two Million Dollar ($2,000,000) aggregate limit and excess umbrella liability  insurance in the amount of Ten Million Dollars ($10,000,000).  Such liability insurance shall be primary and not  contributing to any insurance available to Landlord (and Landlord's insurance shall be in excess thereto) with respect  to Tenant’s indemnification obligations under this Lease.  In no event shall the limits of such insurance be considered  as limiting the liability of Tenant under this Lease. Such policy shall name Landlord, its lenders, any managing agents  and leasing agents of the Premises, and their respective agents, partners, officers, directors and employees as additional  insureds, and shall include contractual liability coverage covering Tenant’s liability assumed under this Lease,  including without limitation Tenant’s indemnification obligations.      (2) Tenant’s Property Insurance.  A policy of fire, vandalism, malicious mischief, extended  coverage and so-called “special form” or “special cause” coverage insuring all equipment, trade fixtures, inventory,  fixtures, and personal property owned by Tenant located on or in the Premises for perils covered by the causes of loss  - special form (all risk) and in addition, coverage for wind, terrorism and boiler and machinery (if applicable).  Such  





 






   25     4860-4932-6383\13  insurance shall be written on a replacement cost basis in an amount equal to one hundred percent (100%) of the full  replacement value of the aggregate of the foregoing.        (3) Business Interruption Insurance.  Business interruption and extra expense insurance in such  amounts to reimburse Tenant for direct or indirect loss attributable to all perils commonly insured against by prudent  tenants or attributable to prevention of access to the Premises or the Building as result of such perils.      (4) Workers’ Compensation/Employers Liability Insurance.  Workers' compensation  insurance in accordance with statutory law and employers' liability insurance with a limit of not less than $1,000,000  per accident, $1,000,000 disease, policy limit and $1,000,000 disease limit each employee.      (5) Intentionally deleted.       (6) Intentionally deleted.       (7) Increase in Coverage.  Landlord may, by notice to Tenant, require an increase in policy  limits or require that Tenant carry other forms of insurance; provided that the same are commercially reasonable and  in keeping with the insurance requirements of owners of Comparable Buildings.       (8) General Requirements.  The policies required to be maintained by Tenant shall be with  companies rated A- VII or better by A.M. Best.  Insurers shall be licensed to do business in the state in which the  Premises are located and domiciled in the USA.  Any deductible amounts under any insurance policies required  hereunder shall not exceed $50,000.  Certificates of insurance shall be delivered to Landlord prior to the  Commencement Date and annually thereafter at least thirty (30) days prior to the policy expiration date, each naming  Landlord, the applicable property management company and any applicable lender as additional insureds, provided  Landlord delivers such information to Tenant.  Tenant shall have the right to provide insurance coverage which it is  obligated to carry pursuant to the terms hereof in a blanket policy, provided such blanket policy expressly affords  coverage to the Premises as a scheduled location under such policy and to Landlord as required by this Lease.  Each  policy of insurance shall provide notification to Landlord at least thirty (30) days (or ten (10) days in the case of non- payment of the premium) prior to any cancellation or modification to reduce the insurance coverage.      (9) Failure to Maintain.  In the event Tenant does not purchase the insurance required by this  Lease or keep the same in full force and effect, Landlord may, but shall not be obligated to, purchase the necessary  insurance and pay the premium.  The Tenant shall repay to Landlord, as additional Rent, the amount so paid promptly  upon demand.  In addition, Landlord may recover from Tenant and Tenant agrees to pay, as additional Rent, any and  all reasonable expenses (including without limitation attorneys' fees) and damages which Landlord may sustain by  reason of the failure to Tenant to obtain and maintain such insurance.     (C) WAIVER OF SUBROGATION.  Landlord and Tenant hereby mutually waive their respective  rights of recovery against each other for any loss of, or damage to, either parties' property, to the extent that such loss  or damage is insured by an insurance policy carried by such party at the time of such loss or damage or would be  insured by an insurance policy required to be carried by such party under this Lease.  For this purpose, applicable  deductible amounts shall be treated as though they were recoverable under such policies.  If Landlord elects to self- insure any of the insurance required of Landlord hereunder, Landlord shall be considered an insurance carrier for  purposes of this paragraph.  Each party shall cause its property insurance required herein to contain a clause (or include  any special endorsements, if required by its insurer), whereby the insurer waives all rights of subrogation with respect  to losses payable under such policies.    10. INDEMNIFICATION.     (A) Release.  Except to the extent caused by the gross negligence or willful misconduct of, or violation  of law by, or due to the default under this Lease beyond any applicable notice and cure period by, Landlord or its  agents, employees or contractors, but subject to the provisions set forth in Article 9 above, Tenant hereby releases  Landlord, its beneficiaries, mortgagees, stockholders, agents (including, without limitation, management agents),  partners, officers, servants and employees, and their respective agents, partners, officers, servants and employees  (“Related Parties”), from and waives all claims for damages to person or property sustained by Tenant, resulting  





 






   26     4860-4932-6383\13  directly or indirectly from fire or other casualty, any existing or future condition, defect, matter or thing in the  Premises, the Building (including the associated common areas), or from any equipment or appurtenance therein, or  from any accident in or about the Building (including the associated common areas), or from any act of neglect of any  third party tenant or occupant of the Building or of any other third party.     (B) Tenant’s Indemnification.  Except to the extent caused by the gross negligence or willful misconduct  of or due to the default under this Lease beyond any applicable notice and cure period, by Landlord or its agents,  employees or contractors, but subject to the provisions set forth in Article 9 above, Tenant agrees to hold harmless  and indemnify Landlord and Landlord’s Related Parties from and against claims and liabilities, including reasonable  attorneys’ fees, (i) for injuries to all persons and damage to or theft or misappropriation or loss of property (excluding  the Building or any equipment or appurtenance therein belonging to Landlord) occurring in the Premises arising from  Tenant’s occupancy of the Premises or the conduct of its business, or from any activity, work, or thing done, permitted  or suffered by Tenant, its employees, agents, guests or invitees in the Premises, (ii) the negligence or willful  misconduct of Tenant or its agents, employees or contractors, or (iii) from any breach or default on the part of Tenant  in the performance of any covenant or agreement on the part of Tenant to be performed pursuant to the terms of this  Lease beyond the expiration of applicable notice or cure periods.      (C) Tenant’s Fault.  Subject to the provisions set forth in Article 9 above, if any damage to the Building  or any equipment or appurtenance therein belonging to Landlord, results from any grossly negligent act or the willful  misconduct of Tenant, its agents or employees, Tenant shall be liable therefor and Landlord may, at Landlord’s option  repair such damage, and Tenant shall, upon demand by Landlord, reimburse Landlord the total reasonable cost of such  repairs and damages to the Building.  If Landlord has failed to procure and maintain the insurance required under  Section 9(A), any damage to the Building or any equipment or appurtenance therein belonging to Landlord shall be  solely to Landlord’s account.     (D) Landlord’s Indemnification.  Subject to the provisions set forth in Article 9 above, and to the extent  not due to the gross negligence or willful misconduct of Tenant or its agents, employees or contractors, Landlord  agrees to indemnify, defend and hold Tenant and its officers, directors, partners, employees, agents and contractors  harmless from and against all liabilities, losses, demands, actions, expenses or claims, including attorneys’ fees and  court costs for injury to or death of any person or for damage to any property to the extent such are determined to be  caused by (i) the gross negligence or willful misconduct of Landlord, its agents, employees, or contractors in or about  the Premises or Building, or (ii) the breach by Landlord of this Lease beyond any applicable notice and cure period.    (E) Limitation on Landlord’s Liability.      LANDLORD SHALL NOT BE LIABLE FOR ANY INJURY OR DAMAGE TO PERSONS OR  PROPERTY RESULTING FROM FIRE, EXPLOSION, FALLING PLASTER, STEAM, GAS, AIR  CONTAMINANTS OR EMISSIONS, ELECTRICITY, ELECTRICAL OR ELECTRONIC EMANATIONS OR  DISTURBANCE, WATER, RAIN OR SNOW OR LEAKS FROM ANY PART OF THE BUILDING OR FROM  THE PIPES, APPLIANCES, EQUIPMENT OR PLUMBING WORKS OR FROM THE ROOF, STREET OR SUB- SURFACE OR FROM ANY OTHER PLACE OR CAUSED BY DAMPNESS, VANDALISM, MALICIOUS  MISCHIEF OR BY ANY OTHER CAUSE OF WHATEVER NATURE, EXCEPT TO THE EXTENT CAUSED BY  OR DUE TO THE NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY OF THE LANDLORD RELATED  PARTIES, AND THEN, WHERE NOTICE AND AN OPPORTUNITY TO CURE ARE APPROPRIATE (I.E.,  WHERE TENANT HAS AN OPPORTUNITY TO KNOW OR SHOULD HAVE KNOWN OF SUCH CONDITION  SUFFICIENTLY IN ADVANCE OF THE OCCURRENCE OF ANY SUCH INJURY OR DAMAGE RESULTING  THEREFROM AS WOULD HAVE ENABLED LANDLORD TO PREVENT SUCH DAMAGE OR LOSS HAD  TENANT NOTIFIED LANDLORD OF SUCH CONDITION) ONLY AFTER (I) NOTICE TO LANDLORD OF  THE CONDITION CLAIMED TO CONSTITUTE NEGLIGENCE OR WILLFUL MISCONDUCT, AND (II) THE  EXPIRATION OF A REASONABLE TIME AFTER SUCH NOTICE HAS BEEN RECEIVED BY LANDLORD  WITHOUT LANDLORD HAVING COMMENCED TO TAKE ALL REASONABLE AND PRACTICABLE  MEANS TO CURE OR CORRECT SUCH CONDITION; AND PENDING SUCH CURE OR CORRECTION BY  LANDLORD, TENANT SHALL TAKE ALL REASONABLY PRUDENT TEMPORARY MEASURES AND  SAFEGUARDS TO PREVENT ANY INJURY, LOSS OR DAMAGE TO PERSONS OR PROPERTY.   NOTWITHSTANDING THE FOREGOING, IN NO EVENT SHALL ANY OF THE LANDLORD RELATED  PARTIES BE LIABLE FOR ANY LOSS WHICH IS COVERED BY INSURANCE POLICIES ACTUALLY  





 






   27     4860-4932-6383\13  CARRIED OR REQUIRED TO BE SO CARRIED BY THIS LEASE; NOR SHALL ANY OF THE LANDLORD  RELATED PARTIES BE LIABLE FOR ANY ACTS, OMISSIONS OR NEGLIGENCE OF OTHER TENANTS OR  PERSONS IN THE BUILDING OR DAMAGE CAUSED BY OPERATIONS IN CONSTRUCTION OF ANY  PRIVATE, PUBLIC, OR QUASI-PUBLIC WORK; NOR SHALL ANY OF THE LANDLORD RELATED  PARTIES BE LIABLE FOR ANY LATENT DEFECT IN THE PREMISES OR IN THE BUILDING.    TENANT AGREES THAT IN THE EVENT TENANT SHALL HAVE ANY CLAIM AGAINST  LANDLORD OR LANDLORD’S RELATED PARTIES UNDER THIS LEASE ARISING OUT OF THE SUBJECT  MATTER OF THIS LEASE, TENANT’S SOLE RECOURSE SHALL BE AGAINST LANDLORD’S INTEREST  IN THE PROJECT (WHICH SHALL INCLUDE, WITHOUT LIMITATION, THE BUILDING, UNENCUMBERED  INSURANCE PROCEEDS, CONDEMNATION PROCEEDS, PROCEEDS OF SALE AND RENTS AND OTHER  INCOME FROM THE PROJECT, AND WHICH SHALL NOT AFFECT ANY RIGHTS OF TENANT TO SELF- HELP, OFFSET OR EQUITABLE RELIEF TO THE EXTENT EXPRESSLY SET FORTH HEREIN), FOR THE  SATISFACTION OF ANY CLAIM, JUDGMENT OR DECREE REQUIRING THE PAYMENT OF MONEY BY  LANDLORD OR LANDLORD’S RELATED PARTIES AS A RESULT OF A BREACH HEREOF OR  OTHERWISE IN CONNECTION WITH THIS LEASE,  AND NO OTHER PROPERTY OR ASSETS OF  LANDLORD, LANDLORD’S RELATED PARTIES OR THEIR SUCCESSORS OR ASSIGNS, SHALL BE  SUBJECT TO THE LEVY, EXECUTION OR OTHER ENFORCEMENT PROCEDURE FOR THE  SATISFACTION OF ANY SUCH CLAIM, JUDGMENT, INJUNCTION OR DECREE.  UNDER NO  CIRCUMSTANCE SHALL LANDLORD OR ANY OF ITS RELATED PARTIES BE LIABLE FOR  CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR ANY SIMILAR TYPE OF DAMAGES, AND  TENANT HEREBY WAIVES THE SAME.    11. DAMAGE OR CASUALTY.     (A) Landlord’s Rights.  In the event the Premises or the Building, or any portion thereof, is damaged or  destroyed by any casualty, then Landlord shall rebuild, repair and restore the damaged portion thereof, provided that  Landlord shall be entitled to terminate this Lease by written notice to Tenant within sixty (60) days after the date of  the casualty if any one of the following applies: (i) the amount of insurance proceeds available to Landlord and the  amount of the insurance deductible is less than the cost of such rebuilding, restoration and repair, (ii) such rebuilding,  restoration and repair cannot reasonably be completed within one hundred eighty (180) days after the work commences  in the opinion of a registered architect or engineer appointed by Landlord, (iii) the damage or destruction has occurred  within twelve (12) months before the expiration of the Lease Term (and Tenant does not elect to exercise any then  applicable renewal option within thirty (30) days after Tenant’s receipt of Landlord’s termination notice), or (iv) such  rebuilding, restoration, or repair is not then permitted, under applicable governmental laws, rules and regulations, to  be done in such a manner as to return the damaged portion thereof to substantially its condition immediately prior to  the damage or destruction, including, without limitation, the same net rentable floor area.  To the extent that insurance  proceeds must be paid to a mortgagee or beneficiary under, or must be applied to reduce any indebtedness secured by,  a mortgage or deed of trust encumbering the Premises or Building, such proceeds, for the purposes of this subsection,  shall be deemed not available to Landlord unless such mortgagee or beneficiary permits Landlord to use such proceeds  for the rebuilding, restoration, and repair of the damaged portion thereof.  Notwithstanding the foregoing, Landlord  shall have no obligation to repair any damage to, or to replace any of, Tenant’s personal property, furnishings, trade  fixtures, equipment or other such property or effects of Tenant. If Landlord does not timely deliver such termination  notice to Tenant, Landlord shall not thereafter be entitled to terminate this Lease pursuant to this Section 11(A) and  shall be obligated to restore the damage to the Building and the Premises.    In the event the Premises or the Building, or any portion thereof, is damaged or destroyed by any casualty to  the extent that Landlord is not obligated, under Section 11(A) above, to rebuild, repair or restore the damaged portion  thereof, then Landlord shall within sixty (60) days after such damage or destruction, notify Tenant of its election, at  its option, to either (i) rebuild, restore and repair the damaged portions thereof, in which case Landlord’s notice shall  specify the time period within which Landlord estimates such repairs or restoration can be completed; or (ii) terminate  this Lease effective as of the date the damage or destruction occurred.  If Landlord does not give Tenant written notice  within sixty (60) days after the damage or destruction occurs of its election to terminate this Lease, Landlord shall not  thereafter be entitled to terminate this Lease pursuant to Section 11(A) and shall be obligated to restore the damage to  the Building and the Premises.  





 






   28     4860-4932-6383\13  (B) Tenant’s Rights.  Notwithstanding the foregoing, if Landlord does not elect to terminate this Lease,  Tenant may terminate this Lease if either (i) Landlord notifies Tenant that in its good faith determination such repair  or restoration cannot be completed within two hundred seventy (270) days (subject to delays for shortages of materials  or labor) from the date of the casualty, or (ii) the damage or destruction occurs within the last fifteen (15) months of  the Lease Term, unless Tenant’s gross negligence or willful misconduct was the cause of the damage.  If Tenant has  the right to terminate the Lease in accordance with the above provisions, Tenant may so elect by written notice to  Landlord which must be given within thirty (30) days after the date Landlord delivers its initial notice of the estimate  of the duration of the repairs.  Upon Landlord’s receipt of such notice, the termination shall be effective as of the date  the destruction occurred, and Tenant shall have a reasonable period thereafter to move out of the Premises.    Further, if the damage to the Premises results in the lab not being available for the conduct of Tenant’s usual  business operations, Landlord will notify Tenant within thirty (30) days whether repair or restoration of the lab can be  completed within such two hundred seventy (270) days (subject to delays for shortages of materials or labor) from the  date of the casualty (“Lab Restoration Notice”).  If Landlord timely provides the Lab Restoration Notice, Landlord  will cooperate with and assist Tenant in locating and securing replacement laboratory and office space during the  period of restoration of the lab and/or the Premises, as applicable.  If Landlord does not timely provide Tenant with  the Lab Restoration Notice indicating that the repairs can be completed within such timeframe, Tenant shall have the  additional right to terminate this Lease by providing Landlord with written notice of its election to terminate.  Upon  Landlord’s receipt of such notice, the termination shall be effective as of the date the destruction occurred, and Tenant  shall have a reasonable period thereafter to move out of the Premises.   If (x) Landlord has not substantially completed the repairs and restoration of the Premises within one hundred  eighty (180) days of the date Landlord estimates for substantial completion of the required repairs in Landlord’s initial  notice to Tenant setting forth the estimate of the duration of the repairs and (y) Tenant cannot use all or any portion  of the lab portion of the Premises for the conduct of Tenant’s usual business operations, Tenant shall have the right,  at any time after such one hundred eighty (180) day period but prior to the date either Landlord substantially completes  the repairs to the Premises or Tenant can use all of the lab portion of the Premises for the conduct of Tenant’s usual  business operations, to provide Landlord with written notice of Tenant’s intent to terminate this Lease if Landlord  does not substantially complete such repairs and restoration within thirty (30) days of receipt of Tenant’s conditional  termination notice.  There shall be an abatement of rent by reason of damage to or destruction of the Premises or the Building, or  any portion thereof, to the extent that the floor area of the Premises cannot be reasonably used by Tenant for conduct  of its business, in which event the Rent shall abate proportionately, commencing on the date that the damage to or  destruction of the Premises or Building has occurred and continuing until the date the Premises is restored and can be  used by Tenant for the conduct of its business, and except that, if Landlord or Tenant elects to terminate this Lease as  provided in Sections 11(A) or 11(B) above, no obligation shall accrue under this Lease after such termination.   Notwithstanding the provisions of this Section, if Landlord’s property insurance coverage maintained in accordance  with the requirements of this Lease does not cover the applicable property-related damage or loss, and if the cause of  the damage was due to the gross negligence or willful misconduct of Tenant or its employees, agents or contractors,  Tenant shall not be entitled to such abatement, except to the extent such rent is recoverable by Landlord pursuant to  its rent loss insurance.     (C) Sole Remedies.  Landlord and Tenant agree that applicable rights set forth in this Section 11 shall  be each party’s sole recourse in the event of damage to or destruction of the Premises, the Building and/or the Project  (inclusive of the Garage) by fire or other casualty, and each of Landlord and Tenant waive any other rights either party  may have under any applicable Law to terminate this Lease by reason of damage to the Premises, the Building and/or  or the Project.     (D) All of Landlord’s obligations under this Section 11 to complete the restoration of the Premises or  Building are subject to delays arising from (i) the collection of insurance proceeds, (ii) force majeure events and/or  (iii) the time needed for Tenant to obtain any license, clearance or other authorization of any kind required for Landlord  to enter into and restore the Premises issued by any governmental authority to the extent necessary as a result of the  use of Hazardous Substances in, on or about the Premises (collectively referred to herein as "Hazardous Materials  Clearances").  Tenant shall use diligent good faith efforts to obtain any and all Hazardous Materials Clearances as  soon as reasonably possible.  Notwithstanding anything to the contrary, to the extent any Hazardous Materials  





 






   29     4860-4932-6383\13  Clearances are required for various portions of the Premises, no abatement of rent provided under this Lease shall  apply to such applicable portions of the Premises from and after the date of the casualty in question until the date on  which Tenant obtains such Hazardous Materials Clearances.    12. EMINENT DOMAIN.      In the event that the whole or a substantial part of the Premises shall be condemned or taken in any manner  for any public or quasi-public use (or sold under threat of such taking), and as a result thereof, the remainder of the  Premises cannot be used for the same purpose as prior to such taking, the Lease shall terminate as of the date possession  is taken. If less than a substantial part of the Premises shall be so condemned or taken (or sold under threat thereof)  and after such taking the Premises can be used for the same purposes as prior thereto, the Lease shall cease only as to  the part so taken as of the date possession shall be taken by such authority, and Tenant shall pay full Rent up to that  date (with appropriate refund by Landlord of such Rent attributable to the part so taken as may have been paid in  advance for any period subsequent to the date possession is taken) and thereafter Base Rent and Operating Expenses  shall be equitably adjusted to reflect the reduction in the Premises by reason of such taking, Landlord shall, at its  expense, make all necessary repairs or alterations to the Building so as to constitute the remaining Premises a complete  architectural unit, provided that Landlord shall not be obligated to undertake any such repairs or alterations if the cost  thereof exceeds the award resulting from such taking.  Landlord shall be entitled to receive the entire award, including  the damages for the property taken and damages to the remainder, with respect to any condemnation proceedings  affecting the Building; however, Tenant may make a separate claim against the condemnor for any damage to its  business or for relocation costs.      13. ASSIGNMENT AND SUBLETTING.      (A) LANDLORD’S CONSENT.  Tenant shall not sell, assign, encumber, mortgage or transfer this Lease  or any interest therein, sublet or permit the occupancy or use by others of the Premises or any part thereof, or allow any  transfer hereof of any lien upon Tenant’s interest by operation of law or otherwise (collectively, a “Transfer”) without  the prior written consent of Landlord (except for Permitted Transfers, as more fully set forth below), which consent shall  not be unreasonably withheld, conditioned or delayed.  Tenant agrees that denial of such consent shall be deemed  reasonable if based upon, but not limited to, the following:      (i) In the reasonable judgment of Landlord, the subtenant or assignee (a) is of a character or  engaged in a business or proposes to use the Premises in a manner which is not in keeping with the standards of Landlord  for the Building, or would diminish the value of the Building, (b) has an unfavorable reputation, or (c) has unfavorable  credit standing;      (ii) Tenant is in default under this Lease beyond any applicable notice or cure period;      (iii) The proposed assignment or sublease instrument does not have the substance or form which  is reasonably acceptable to Landlord;      (iv) The proposed subtenant is a third party prospect (including tenants) with whom Landlord  has either sent or received a written proposal to lease competing space in the Building within the preceding ninety  (90) days;      (v) The proposed assignee or subtenant will use the Premises in a manner that would materially  increase Operating Expenses;    (vi) The proposed assignee or subtenant is a governmental or quasi-governmental entity or  subdivision or agency thereof, or any other entity entitled to the defense of sovereign immunity;    (vii)  The proposed assignee or subtenant is currently or has been in the past involved in litigation  with Landlord or any affiliate of Landlord;    





 






   30     4860-4932-6383\13  (viii) The occupancy of the Premises by the proposed subtenant would cause Landlord’s insurance  to be cancelled or increased;       (ix) The use is not for the Permitted Use; or      (x) The use is a Prohibited Use or is not a use generally in keeping with the uses allowed at  comparable Buildings.     Landlord’s consent to any Transfer shall be granted or withheld in accordance with Section 13 and must be  given (or rejected) within fifteen (15) business days of receipt by Landlord of such written request from Tenant (which  request shall identify the transferee and contain applicable financial information on the transferee).     Under no circumstances shall Tenant be released from any liability accruing under this Lease before or after  any Transfer.     Any Transfer which is not in compliance with the provisions of this Section 13 shall, at the option of Landlord,  be void and of no force or effect.      (B) NOTICE TO LANDLORD.  Tenant shall provide written notice of the proposed assignee, subtenant  or other transferee (collectively, a “Transferee”), as applicable, which notice shall provide Landlord with (i) the name  and address of the proposed Transferee, (ii) a reasonably detailed description of such person or entity’s business, (iii)  proposed Transferee’s financials, and (iv) a list of Hazardous Substances (certified by the proposed Transferee to be true  and correct) that the proposed Transferee intends to use or store in the Premises, and the information described in Section  8(G) above related thereto and (v) such other information as Landlord may reasonably require.  If Landlord does not send  written notice of disapproval to Tenant with respect to a request for approval of a Transfer within fifteen (15) business  days after Landlord’s receipt of Tenant’s request for approval, Landlord shall be deemed to have not approved the  Transfer as submitted; however, following the expiration of such fifteen (15) business day period, Tenant may elect to  deliver a second written notice to Landlord requesting approval of the applicable Transfer, and if Landlord fails to respond  within five (5) business days thereafter, Landlord shall be deemed to have approved the applicable Transfer.     (C) EXCESS RENT.  Except in connection with a Permitted Transfer, if Tenant shall enter into any  Transfer  at a rental rate (or additional consideration) in excess of the then current Base Rent and Operating Expenses per  rentable square foot, then fifty percent (50%) of the excess Rent (or additional consideration) shall be and become the  property of Landlord and shall be paid to Landlord as it is received by Tenant, after deducting (from the first excess Rent  so received), as and when incurred by Tenant, Tenant’s reasonable brokerage (excluding commissions paid to brokers  who are Tenant’s Affiliates), legal and other expenses, including advertising, remodeling, alterations and concession  costs (“Tenant’s Costs”) incurred in connection with such Transfer.  If Tenant shall sublet the Premises or any part  thereof, Tenant shall be responsible for all actions and neglect of the subtenant and its officers, partners, employees,  agents, guests and invitees as if such subtenant and such persons were employees of Tenant.  Nothing in this Section  shall be construed to relieve Tenant from the obligation to obtain Landlord’s prior written consent to any proposed  sublease.     (D) RECAPTURE.  This Section 13(D) shall not be applicable to Permitted Transfers.  Until the Building’s  rentable square footage is 95% leased, upon giving Landlord notice pursuant to Section 13(B) above for less than the  entire Premises, Landlord shall have the right, to be exercised by giving written notice to Tenant within fifteen (15)  business days after receipt of Tenant’s notice, to recapture the space described in Tenant’s notice and such recapture  notice shall, if given, cancel and terminate this Lease with respect to the space and for the term therein described as of  the date stated in Tenant’s notice.  If Landlord shall elect to give the aforesaid recapture notice, then the Lease Term shall  expire and end on the date stated in Tenant’s notice as fully and completely as if that date had been herein definitely fixed  for the expiration of the Lease Term, unless Tenant rescinds its request to Transfer within ten (10) business days following  Landlord’s delivery of the recapture notice.  Landlord’s recapture right under this Section 13(D) shall terminate  automatically and permanently when 95% of the Building’s rentable square footage is 95% leased.     (E) INCLUDED AND EXCLUDED TRANSFERS.  Neither this Lease nor any interest therein nor any  estate created thereby shall pass by operation of law or otherwise to any trustee, custodian or receiver in bankruptcy of  Tenant or any assignee for the assignment of the benefit of creditors of Tenant.  





 






   31     4860-4932-6383\13     (F) NO WAIVER AND NO RELEASE.  The consent by Landlord to any Transfer and/or the making of  a Permitted Transfer (as defined below), shall not be construed as a waiver or release of Tenant from liability for the  performance of all covenants and obligations to be performed by Tenant under this Lease, and Tenant shall remain liable  therefor, nor shall the collection or acceptance of Rent from any assignee, subtenant, transferee or other occupant  constitute a waiver or release of Tenant from any of its obligations or liabilities under this Lease.  Any consent given  pursuant to this Section 13 shall not be construed as relieving Tenant from the obligation of obtaining Landlord’s prior  written consent to any subsequent Transfer.     (G) DOCUMENT REVIEW.  Tenant shall pay to Landlord a Transfer request fee of $1,000.00  contemporaneous with Tenant’s submission of the documentation pertaining to the Transfer.  All documents utilized by  Tenant to evidence any subletting or assignment for which Landlord’s consent is required hereunder shall be subject to  the prior, reasonable approval by Landlord, which approval shall not be unreasonably withheld, conditioned, or delayed  by Landlord.     (H) PERMITTED TRANSFERS.  Provided that Tenant remains liable on this Lease, Tenant provides  Landlord with prior written notice and names of the applicable transferee and a copy of the assignment or sublease  agreement, if applicable, and Tenant is not then in default beyond any applicable notice and cure period, then the  following Transfers will not require Landlord's prior consent (each a “Permitted Transfer”):      (i) a transfer to any entity which is controlled by Tenant;      (ii) a transfer to any entity which controls Tenant (“Parent”);      (iii) a transfer to any entity which is controlled by Tenant's Parent; and      (iv) a transfer to any entity which merges with Tenant or purchases substantially all of Tenant’s  assets or the ownership interests in Tenant, provided that Tenant provides to Landlord financial statements to Landlord  evidencing that such transferee or surviving corporation has a credit rating and net worth (exclusive of intangible assets)  at least as favorable as Tenant as of the date of this Lease or the date of the Transfer, whichever is greater.     Any transferee pursuant to a Permitted Transfer is referred to herein as a “Permitted Transferee”.  Notwithstanding the  foregoing, no Permitted Transfers or other Transfer may be made for any Prohibited Uses.     (I)   STORAGE SPACE.  During the Term Tenant may sublease the Storage Space to any other tenant  in the Building (but to no other party), subject to satisfaction of each of the following conditions:       (i) Tenant is not then in default beyond any applicable cure or grace period;       (ii) at least thirty (30) days prior to the proposed effective date of such Storage Space sublease,  Tenant shall provide Landlord with written notice of its intent to sublease the Storage Space, including the identity of  the proposed subtenant;       (iii) if Tenant subleases the Storage Space pursuant to this Section 13(I), Tenant shall remain liable  under this lease for the Storage Space; and      (iv) the effectiveness of the Storage Space sublease will be subject to Landlord’s Storage Space  Recapture Right, as set forth below.    Prior to the effective date of the Storage Space sublease, Landlord shall have the right to recapture the Storage Space  (“Storage Space Recapture Right”), to be exercised by giving written notice to Tenant within fifteen (15) business days  after receipt of Tenant’s notice specified in subsection (ii) above, and such Storage Space Recapture Notice shall, if given,  cancel and terminate this Lease with respect to the Storage Space as of the date specified in Tenant’s notice.  If Landlord  exercises its Storage Space Recapture Right, Landlord and Tenant shall enter into an amendment to the Lease  memorializing the surrender of the Storage Space and making appropriate adjustments to the Base Rent and Tenant’s  Proportionate Share.   





 






   32     4860-4932-6383\13     (J) LANDLORD’S ASSIGNMENT.  Landlord may transfer and assign, in whole or in part, this Lease  and its rights and obligations in the Building or Premises that are the subject to this Lease, in which case Landlord shall  have no further liability hereunder, provided that such transferee assumes the obligations of Landlord hereunder.      14. ALTERATIONS BY TENANT.     (A) Tenant shall not, without Landlord’s prior written consent, which consent shall not be unreasonably  withheld, conditioned or delayed, make or permit any alteration, improvement, addition or installation in or to the  Premises.  Under no circumstances may Tenant make any alterations to the structural elements of the Building, the  roof, the life/safety systems, the HVAC system (except for changes solely within the Premises), the security system  for which Landlord is responsible, or which have any adverse effect on any other Building systems.  Notwithstanding  the foregoing, written consent of Landlord shall not be required and Tenant may make alterations to the interior of the  Premises that comply with the following requirements (alterations satisfying these requirements, the “Permitted  Alterations”): (i) the alteration is non-structural in nature (except that installation or removal of demising walls and  interior offices shall be permitted); (ii) the alteration does not adversely affect the roof or any area outside of the  Premises; (iii) the alteration does not materially affect the electrical, plumbing, HVAC or mechanical systems in the  Building or servicing the Premises, or the sprinkler or other life safety system; (iv) the alteration costs less than  $50,000.00 for each such alteration project in the aggregate; (v) Landlord receives prior written notice; and (vi) Tenant  is not then in default beyond any applicable notice or cure period.  All work performed by or at the request of Tenant  shall be performed by contractors and subcontractors approved in writing by Landlord (which approval shall not be  unreasonably withheld, conditioned or delayed), who shall be required to obtain the following insurance: (i)  Workman's Compensation and Occupational Disease Insurance in accordance with the laws of the state in which the  Building is located; and (ii) Commercial General Liability Insurance with limits for bodily injury and property damage  of not less than One Million Dollars ($1,000,000) for any one occurrence and in the aggregate.  Promptly after the  completion of the alterations or improvements, Tenant, at its expense, shall deliver to Landlord an accurate as-built  drawing on CADD computer disc (to the extent such drawings were produced), as well as a hard copy, showing such  alterations or improvements in the Premises.  Landlord’s approval of any plans, specifications or work drawings shall  create no responsibility or liability on the part of Landlord for their completeness, design sufficiency or compliance  with any laws, rules and regulations of governmental agencies or authorities.  Tenant agrees to reimburse Landlord  for any actual third-party costs and expenses related to the review and approval of Tenant’s plans and specifications  for any alterations made during the Lease Term for which Landlord’s approval is required, and to pay Landlord a  management fee for oversight of such work equal to three percent (3%) of the cost thereof for all alterations requiring  Landlord’s consent that exceed $100,000 in total costs.  Notwithstanding anything to the contrary, Landlord may  withhold its consent in its sole discretion with respect to, and Permitted Alterations shall not include, any Alteration  (i) affecting the fixed lab benches, fume hoods, roof, Building systems, Building structure and/or areas outside the  Premises, or (ii) changing the rentable square footage of the Premises (collectively, “Restricted Alterations”).     (B) All work herein permitted that is approved by Landlord shall be done and completed by Tenant in a  good and workmanlike manner and in compliance with all requirements of laws and of governmental rules and  regulations, as well as Building rules and regulations, and otherwise in such manner as to cause a minimum of  interference with other construction in progress and with the transaction of business in the Building. If Landlord  reasonably determines that, in connection with Alterations by Tenant, (A) any base Building system (including without  limitation the fire alarm system) should be or is required to be shut down, and/or (B) base Building system cleaning or  other maintenance or repair is required (including without limitation the changing of base Building system filters pre- or  post-construction), Tenant shall reimburse Landlord for the reasonable out-of-pocket costs incurred by Landlord in  connection therewith.  TENANT AGREES TO INDEMNIFY AND HOLDS LANDLORD HARMLESS FROM AND  AGAINST ALL MECHANICS’ OR OTHER LIENS ARISING OUT OF ANY OF SUCH WORK, ANY AND ALL  CLAIMS FOR DAMAGES OR INJURY WHICH MAY OCCUR DURING THE COURSE OF ANY SUCH WORK,  AND ANY AND ALL COSTS, EXPENSES AND REASONABLE ATTORNEYS’ FEES INCURRED BY  LANDLORD IN CONNECTION THEREWITH.  Landlord agrees to join with Tenant in applying for all permits  necessary to be secured from governmental authorities and to promptly execute such consents as such authorities may  require in connection with any of the foregoing work.     (C) Except as set forth in Section 17(B) below, Landlord may not require that Tenant remove any or all  alterations, improvements or additions, including without limitation initial improvements as delivered by Landlord, at  





 






   33     4860-4932-6383\13  the expiration of the Lease Term.  All alterations, additions and improvements which may be made on the Premises,  whether before or during the Term, shall become the property of Landlord and remain upon and be surrendered with the  Premises at the expiration of the Lease Term.  Tenant shall repair any damage to the Premises caused by the installation  or removal of Tenant’s alterations, improvements, additions, trade fixtures, furnishings and equipment, normal wear and  tear and casualty damage excepted.  Without limitation to the generality of the foregoing, at all times during the term of  this Lease, Tenant shall ensure that all wiring and cabling that it installs within the Premises or Building complies with  all provisions of local fire and safety codes, as well as with the National Electric Code.       (D) Neither Tenant nor anyone claiming by, through or under Tenant or this Lease shall have the right to  file or place any mechanics lien or other lien of any kind or character whatsoever upon the Premises or upon the Building  or improvement thereon, or upon the leasehold interest of Tenant therein, and notice is hereby given that no contractor,  subcontractor, or anyone else who may furnish any material, service or labor for any building, improvements, alteration  repairs or any part thereof, shall at any time be or become entitled to any lien thereon, such notice and waiver shall be  effective only to the extent permitted under Illinois law. Any lien filed by a third party (including any supplier of labor  or materials) must be removed by Tenant within ten (10) business days following delivery of written notice from Landlord  of the existence of such recorded lien, unless Tenant is contesting such lien diligent and in good faith and provides other  security acceptable to Landlord and Landlord’s lender, in either’s sole and absolute discretion, in the amount of the lien  for the benefit of Landlord and Landlord’s lender.    (E) With respect to any alterations requiring the approval of Landlord under this Lease, Landlord may  require any contractors performing work for Tenant in connection with this Lease to be union members and may withhold  approval of such contractors if the use of the same could, in Landlord’s reasonable judgment, violate the terms of any  agreement between Landlord and any union providing work, labor or services at the Project or disturb labor harmony  with the workforce or trades engaged in performing other work, labor or services at the Project).  If Tenant disregards  any such Landlord requirement and, as a result, Tenant uses labor (including, without limitation, any contractors),  material or equipment in the performance of any work in connection with this Lease and such use causes a violation of  the terms of any agreement between Landlord and any union providing work, labor or services at the Project or disturbs  labor harmony with the workforce or trades engaged in performing other work, labor or services at the Project, then (i)  Tenant, upon demand by Landlord, shall immediately cause all labor, materials and equipment causing such violation or  disturbance to be removed from the Project, and (ii)  Tenant agrees to protect, defend, indemnify and hold Landlord  harmless from and against any and all Claims in any way arising or resulting from or in connection with any such violation  and/or disturbance.    15. [Intentionally Deleted]    16. MORTGAGEE PROVISIONS; ESTOPPEL; SUBORDINATION.       (A) Subordination.  This Lease is and shall be subject and subordinate, at all times, to all ground or  underlying Leases and to the Lien or Liens or security title of all mortgages now or hereafter upon the Project or  Landlord’s interest or estate therein, and to all renewals, modifications, consolidations, replacements and/or extensions  thereof, irrespective of the time of execution or the time of recording of any such ground or underlying Lease or any such  mortgage, provided that Tenant’s rights hereunder shall not be disturbed so long as Tenant is not in default hereunder.   The word “mortgage” as used herein includes mortgages, deeds to secure debt, deeds of trust and any sale-leaseback  transactions, ground Lease, underlying Lease or other similar instruments, and modifications, extensions, renewals, and  replacements thereof, and any and all advances thereunder.  Tenant shall execute and deliver within fifteen (15) business  days any instruments, releases or other documents requested by any lessor or the holder of any Mortgage (a “holder”),  for the purpose of subjecting and subordinating this Lease to such Mortgage, provided that Tenant receives a  commercially reasonable subordination, non-disturbance and attornment agreement (“SNDA”) from holder reasonably  acceptable to Tenant.  Without limiting other acceptable forms of SNDA, Tenant agrees that the SNDA form attached  hereto as Exhibit E is approved by Tenant.  Tenant shall attorn to any party succeeding to Landlord’s interest in the  Premises, whether by purchase, foreclosure, deed in lieu of foreclosure, power of sale, termination of lease or otherwise,  only upon such party’s request and at such party’s sole discretion but not otherwise. Tenant shall execute all such  agreements confirming such attornment as such party may reasonably request.  Tenant shall not seek to enforce any  remedy it may have for any alleged default on the part of Landlord without first giving written notice (by certified mail,  return receipt requested, or overnight courier) specifying the alleged default in reasonable detail, to any holder whose  





 






   34     4860-4932-6383\13  address has been given to Tenant, and affording such holder a reasonable opportunity to perform Landlord’s obligations  hereunder.  Notwithstanding the generality of the foregoing, any such holder may at any time subordinate any such  Mortgages to this Lease on such terms and conditions as such holder may deem appropriate.  In connection with the  Original Lease, Tenant and Landlord entered into an SNDA with CSFV Fulton Ogden Lender, LLC, a Delaware limited  liability company, as lender (“Current Lender”) dated August 4, 2020 (the “Original SNDA”), and Landlord agrees to  cause Current Lender to enter into an SNDA that amends and restates the Original SNDA to reflect the terms of this  Lease and otherwise be in form and substance reasonably acceptable to Tenant (the “Amended SNDA”).  The  effectiveness of this Lease shall be conditioned on Tenant’s receipt of the Amended SNDA executed by the Current  Lender.     (B) Estoppel.  Tenant agrees that at any time within fifteen (15) business days following written notice  from Landlord, it will execute, acknowledge and deliver to Landlord or any proposed mortgagee or purchaser a statement  in writing certifying whether this Lease is in full force and effect and, if it is in full force and effect, what modifications  have been made to the date of the certificates and whether or not any defaults or offsets exist with respect to this Lease  and, if there are, what they are claimed to be and setting forth the dates to which Rent or other charges have been paid in  advance, if any, and stating whether or not Landlord is in default, if so, specifying what the default may be.  The form of  estoppel certificate attached hereto as Exhibit F is approved by Tenant and Landlord.  If Tenant fails to execute,  acknowledge, and deliver to Landlord a statement as above within such fifteen (15) day period, Landlord may, at its  discretion, deliver a second notice to Tenant requesting a response to the estoppel request (the “Second Notice”).   The  failure of Tenant to execute, acknowledge, and deliver to Landlord a statement as above within (5) business days after  delivery of the Second Notice shall constitute an acknowledgment by Tenant that this Lease is unmodified and in full  force and effect, that the Rent and other charges have been duly and fully paid through and including the respective due  dates immediately preceding the date of Landlord’s notice to Tenant, and shall constitute as to any person, a waiver of  any defaults which may exist prior to such notice.  In addition, if Tenant fails to execute, acknowledge, and deliver to  Landlord a statement as above within such five (5) business day period after delivery of the Second Notice, in addition  to the other remedies provided herein, commencing on the 6th business day following delivery of the Second Notice,  Tenant shall pay a late fee of One Hundred Dollars ($100) per day until the day on which Tenant remits the estoppel  certificate as set forth herein.     (C) Notice.  Tenant agrees to give any holder of any first mortgage against the Project, or any interest  therein, by registered or certified mail or overnight courier, a copy of any notice or claim of default served upon Landlord  by Tenant, provided that prior to such notice, Tenant has been notified in writing (by way of service on Tenant of a copy  of an assignment of Landlord’s interest in leases, or otherwise) of the address of such first mortgage holder.  Tenant  further agrees that if Landlord shall have failed to cure any such default within thirty (30) days after such notice to  Landlord, or such shorter time in the event of an emergency (or if such default cannot be cured or corrected within that  time, then such additional time as may be necessary if Landlord has commenced within such thirty (30) days and is  diligently pursuing the remedies or steps necessary to cure or correct such default for up to 60 days), then Tenant shall  so notify such holder and such holder of the first mortgage shall have an additional thirty (30) days within which to cure  or correct such default after receipt of such notice.      (D) Quiet Enjoyment.  Landlord covenants that it has good and sufficient right to enter into this Lease and  that Landlord alone has full right to lease the Premises to Tenant for the Lease Term aforesaid.  Landlord further  covenants that, upon performing the terms and obligations of Tenant under this Lease, Tenant will have quiet enjoyment  throughout the Lease Term and any renewal or extension thereof, subject, however, to all provisions of this Lease and  all laws, liens, mortgages, encumbrances and restrictive covenants to which the Land is subject.      17. EXPIRATION OR TERMINATION OF LEASE AND SURRENDER OF   POSSESSION.     (A) Holding Over.  Tenant will, at the expiration or termination of this Lease by lapse of time or otherwise,  yield up immediate possession to Landlord.  If Tenant retains possession of the Premises or any part thereof after such  expiration or termination, then Landlord may, at its option, serve written notice upon Tenant that such holding over  constitutes any one of (i) creation of a month-to-month tenancy, upon the terms and conditions set forth in this Lease, or  (ii) creation of a tenancy at sufferance, in any case upon the terms and conditions set forth in this Lease; provided,  however, that the monthly Base Rent (or daily Base Rent under (ii)) shall, in addition to all other sums which are to be  





 






   35     4860-4932-6383\13  paid by Tenant hereunder, whether or not as additional Rent, be equal to one hundred fifty percent (150%) of the Base  Rent being paid monthly to Landlord under this Lease immediately prior to such termination, however, such holdover  Rent shall be prorated on the basis of a 365-day year for each day Tenant remains in possession.  In addition to the  foregoing, if Tenant holds over for more than sixty (60) days, Tenant shall also pay to Landlord all damages sustained  by Landlord resulting from retention of possession by Tenant, including the loss of any proposed subsequent tenant for  any portion of the Premises. Upon request of Tenant, Landlord shall advise Tenant within sixty (60) days of the expiration  or termination date, of any situation or condition which may give rise to consequential damages.  The provisions of this  paragraph shall not constitute a waiver by Landlord of any right of re-entry as herein set forth; nor shall receipt of any  Rent or any other act in apparent affirmance of the tenancy operate as a waiver of the right to terminate this Lease for a  breach of any of the terms, covenants, or obligations herein on Tenant’s part to be performed.     (B) Removal and Restoration.  Prior to the expiration of this Lease (or within thirty (30) days after any  earlier termination), Tenant shall remove such trade fixtures and furnishings and machinery installed by it at Tenant’s  cost and any Alterations as to which Landlord advised Tenant at the time of approval of any Alterations for which its  consent was necessary that such Alterations must be removed at the end of the Lease Term. All initial improvements to  the Premises upon Landlord’s delivery of the Premises shall remain and be surrendered with the Premises.  Upon removal  of any equipment, furnishings and machinery, Tenant shall repair any damage caused by such removal or installation.   Without limitation to the remedies available to Landlord in the event that Tenant fails to comply with the terms and  conditions of this subsection, Landlord may at Tenant’s sole cost and expense remove and dispose of such trade fixtures  and furnishings, machinery and Alterations, and Tenant shall pay to Landlord the actual reasonable amount that Landlord  incurs in such removal and disposal.     (C) Decommissioning. Prior to the expiration of this Lease (or within thirty (30) days after any earlier  termination), Tenant shall clean and otherwise decommission all interior surfaces (including floors, walls, ceilings, and  counters), piping, supply lines, waste lines, acid neutralization systems and plumbing in and/or exclusively serving the  Premises, and all exhaust or other ductwork in and/or exclusively serving the Premises, in each case which has carried  or released or been contacted by any Hazardous Substances or other chemical or biological materials used in the operation  of the Premises, and shall otherwise clean the Premises so as to permit the Surrender Plan (defined below) to be issued.   At least sixty (60) days prior to the expiration of the Term (or, if applicable, within five (5) business days after any earlier  termination of this Lease), Tenant shall deliver to Landlord a narrative description prepared by a third-party provider  reasonably acceptable to Landlord of the actions proposed (or required by any Governmental Requirements) to be taken  by Tenant in order to render the Premises (including, without limitation, floors, walls, ceilings, counters, piping, supply  lines, waste lines and plumbing in or serving the Premises and all exhaust or other ductwork in or serving the Premises)  free of Hazardous Substances and otherwise released for unrestricted use and occupancy including without limitation  causing the Premises to be decommissioned in accordance with the regulations of the U.S. Nuclear Regulatory  Commission and/or the Illinois Emergency Management Agency (the “IEMA”) for the control of radiation and cause  the Premises to be released for unrestricted use by IEMA (the “Surrender Plan”).  The Surrender Plan shall be prepared  so that, following its implementation, all exhaust and other duct work in the Premises may be reused by a subsequent  tenant or disposed of in conformance with all applicable Environmental Laws without incurring special costs on account  of any Hazardous Substances or undertaking special procedures for demolition, disposal, investigation, assessment,  cleaning or removal of such Hazardous Substances or needing to give notice in connection with such Hazardous  Substances.  The Surrender Plan (i) shall be accompanied by a current list of (A) all local, state and federal licenses,  registrations, permits and approvals held by or on behalf of any Tenant Party with respect to Hazardous Substances in,  on, under, at or about the Premises, and (B) Tenant’s Hazardous Substances, and (ii) shall be subject to the review and  approval of Landlord’s environmental consultant.  In connection with review and approval of the Surrender Plan, upon  request of Landlord, Tenant shall deliver to Landlord or its consultant such additional non-proprietary information  concerning the use of and operations within the Premises as Landlord shall request.  On or before the expiration of the  Term (or within thirty (30) days after any earlier termination of this Lease, during which period Tenant’s use and  occupancy of the Premises shall be governed by Section 17(A) above), Tenant shall (i) perform or cause to be performed  all actions described in the approved Surrender Plan, and (ii) deliver to Landlord a certification from a third party certified  industrial hygienist reasonably acceptable to Landlord certifying that the Premises do not contain any Hazardous  Substances and evidence that the approved Surrender Plan shall have been satisfactorily completed by a contractor  acceptable to Landlord (the “Decommissioning Closure Report”), and the Decommissioning Closure Report shall also  include reasonable detail concerning the clean-up measures taken, the clean-up locations, the tests run, and the analytic  results.  Landlord shall have the right, subject to reimbursement at Tenant’s expense as set forth below, to cause  Landlord’s environmental consultant to inspect the Premises and perform such additional procedures as may be deemed  





 






   36     4860-4932-6383\13  reasonably necessary to confirm that the Premises are, as of the expiration of the Term (or, if applicable, the date which  is thirty (30) days after any earlier termination of this Lease), free of Hazardous Substances and otherwise available for  unrestricted use and occupancy as aforesaid.  Landlord shall have the unrestricted right to deliver the Surrender Plan, the  Decommissioning Closure Report and any report by Landlord’s environmental consultant with respect to the surrender  of the Premises to third parties, subject to redaction of any of Tenant’s proprietary information.  Such third parties and  the Landlord Related Parties shall be entitled to rely on the Decommissioning Closure Report.  If Tenant shall fail to  prepare a Surrender Plan or submit a Decommissioning Closure Report based on the Surrender Plan approved by  Landlord, or if Tenant shall fail to complete the approved Surrender Plan, or if such Surrender Plan, whether or not  approved by Landlord, shall fail to adequately address the use of Hazardous Substances by any of the Tenant Parties in,  on, at, under, from or upon the Premises, (A) Landlord shall have the right to take any such actions as Landlord may  deem reasonable or appropriate to assure that the Premises and the Project are surrendered in the condition required  hereunder, the cost of which actions shall be reimbursed by Tenant as additional rent upon demand; and (B) if the Term  shall have ended, unless and until Landlord elects to take such actions to assure that the Premises are surrendered in the  condition required hereunder, Tenant shall be deemed to be a holdover tenant subject to the provisions of Section 17(A)  above until the date on which Tenant delivers the Decommissioning Closure Report (in the form required hereunder) to  Landlord.  Tenant’s obligations under this Section 17(C) shall survive the expiration or earlier termination of this Lease.     (D) Surrender.  Except as set forth Section 17(B) above, upon the expiration of this Lease, by lapse of time  or otherwise, any alterations, improvements or additions erected on and attached to the Premises by Tenant shall be and  become the property of Landlord without any payment therefor and Tenant shall surrender the Premises (including  without limitation all affixed lab benches, fume hoods, electric, plumbing, heating and sprinkling systems, fixtures and  outlets, vaults, paneling, molding, shelving, radiator enclosures, cork, rubber, linoleum and composition floors,  ventilating, silencing, air conditioning and cooling equipment therein), together with all improvements or additions  thereon, whether erected by Tenant or Landlord, broom clean, free of personal property, equipment, and/or trade fixtures  (including without limitation all cabling, Tenant’s Rooftop Equipment and all autoclaves and cage washers) and  otherwise in the condition in which the same are required to be maintained hereunder, ordinary wear and tear, damage  by fire or other casualty and repairs which are the responsibility of Landlord excepted.  Any items of personal property  left in the Premises following the expiration or sooner termination of the Lease, if such items are not removed within five  (5) days after written notice from Landlord to Tenant, may, at Landlord’s option, become the sole and exclusive property  of Landlord and this Lease shall act as a bill of sale therefor, and Landlord may sell or discard such property.  Landlord  shall not have to take any special precautions or measures with regards to any property, equipment and/or trade fixtures  left within the Premises and Landlord shall not be deemed a bailee thereof.  Without limitation to the generality of the  foregoing, Landlord may discard computers, records, files, and data without regards to protecting the confidentiality of  any information contained therein.    18. DEFAULT.      The occurrence of one or more of the following events shall constitute a material default and breach of this Lease by  Tenant (a “default” or “Event of Default”):     (A) Failure by Tenant to make payment of any Rent herein agreed to be paid or any other payment required  to be made by Tenant hereunder, as and when due, and such a failure shall continue for a period of five (5) business days  after written notice has been given by Landlord to Tenant that such Rent or other payment is overdue, provided that  Landlord will not be required to provide such notice more than one (1) time during any twelve (12) month period;     (B) The making by Tenant of any assignment or arrangement for the benefit of creditors;     (C) The filing by Tenant of a petition in bankruptcy or for any other relief under the Federal Bankruptcy  Law or any other applicable statute;     (D) The levying of an attachment, execution of other judicial seizure upon Tenant’s property in or interest  under this Lease, which is not satisfied or released or the enforcement thereof stayed or superseded by an appropriate  proceeding within thirty (30) days thereafter;    





 






   37     4860-4932-6383\13   (E) The filing of an involuntary petition in bankruptcy or for reorganization or arrangement under the  Federal Bankruptcy Law against Tenant and such involuntary petition is not withdrawn, dismissed, stayed or discharged  within sixty (60) days from the filing thereof;     (F) The appointment of a Receiver or Trustee to take possession of the property of Tenant or of Tenant’s  business or assets, and the order or decree appointing such Receiver or Trustee shall have remained in force undischarged  or unstayed for thirty (30) days after the entry of such order or decree;     (G) If Tenant causes or suffers any material release of Hazardous Substances in, on or near the Project  (“material” meaning, for purposes of this clause (G), a release in violation of any Environmental Law or that results in  a requirement to perform any response action(s) pursuant to applicable Environmental Laws, including without  limitation, reporting such release to any governmental authority), which Tenant fails to undertake in accordance with the  provisions of the Lease;      (H) The failure by Tenant to perform or observe any other term, covenant, agreement or condition to be  performed or kept by Tenant under the terms, conditions, or provisions of this Lease, and such a failure shall continue  uncorrected for thirty (30) days after written notice thereof has been given by Landlord to Tenant (provided, however, if  such failure cannot be cured within such thirty (30) day period, so long as Tenant commenced the curing of such failure  within such thirty (30) day period, and diligently prosecutes said cure to completion, then Tenant shall submit to Landlord  a detailed plan to cure and timeline and shall not be deemed to be in default thereunder);     (I) Tenant abandons the Premises or any substantial portion thereof; or      (J) Tenant fails to pay and release of record, or diligently contest and bond around, any mechanic’s or  construction lien filed against the Premises or the Project for any work performed, materials furnished, or obligation  incurred by or at the request of Tenant, within the time and in the manner required in this Lease.      19. REMEDIES.      During the existence of any Event of Default, Landlord may, in addition to all other rights and remedies afforded Landlord  hereunder or by Law, take any of the following actions:     (A) Terminate the Lease. Terminate this Lease by giving Tenant written notice thereof, in which event,  Tenant shall pay to Landlord the sum of (1) all Rent accrued hereunder through the date of termination, (2) all other  amounts due under this Lease, (3) to the extent permitted under applicable law,  an amount equal to the total Rent that  Tenant would have been required to pay for the remainder of the Lease Term discounted to present value at a per annum  rate equal to the “Prime Rate” as published in The Wall Street Journal,  in its listing of “Money Rates” as of the date this  Lease is so terminated, (4) the cost of removing any property or alterations pursuant to Section 17(B) above.  and (5) the  portion of any brokerage commissions and tenant improvement allowances payable on any new lease for the Premises  (or portion thereof), in both cases prorated to the then-remaining Lease Term; provided, however, in the event of an  acceleration of future Rent, whether pursuant to the preceding provisions of this paragraph or otherwise, Tenant shall be  entitled to a credit in the amount that Tenant can prove is the present value (discounted in the manner specified in clause  (3) hereof) of the reasonable net rental that Landlord would likely receive during the remainder of the Lease Term  following the period that Landlord would need to market the Premises, negotiate the new lease, build out the premises  and rental to commence under the new lease.     (B) Terminate Tenant’s Right of Possession. Terminate Tenant’s right to possess the Premises without  terminating this Lease by giving written notice thereof to Tenant, in which event Tenant shall pay to Landlord (1) all  Rent and other amounts accrued hereunder to the date of termination of possession, (2) all other amounts due from time  to time under this Lease, and (3) all Rent and other sums required hereunder to be paid by Tenant during the remainder  of the Lease Term, diminished by any net sums thereafter received by Landlord through reletting the Premises during  such period; in any such reletting, Tenant shall be relieved of its obligations under this Lease as of the date of such  reletting (however, Tenant shall remain liable for any monetary deficiencies).  Tenant hereby acknowledges that (i)  Landlord may reasonably elect to lease other comparable available space in the Building, or in other buildings owned  by Landlord or Landlord’s Affiliates, before reletting the Premises, (ii) Landlord need not enter into any new lease  that Landlord does not reasonably deem to be acceptable, and (iii) Landlord may decline to incur expenses to relet,  





 






   38     4860-4932-6383\13  other than customary leasing commissions and legal fees for negotiation of a lease with a new tenant.  Tenant shall not  be entitled to the excess of any consideration obtained by reletting over the Rent due hereunder, except such excesses  shall be used to offset any additional amounts payable by Tenant under this Section 19.  Reentry by Landlord to the  Premises shall not affect Tenant’s obligations hereunder for the unexpired Lease Term; rather, Landlord may, from time  to time, bring action against Tenant to collect amounts due by Tenant, without the necessity of Landlord’s waiting until  the expiration of the Lease Term. Actions to collect amounts due by Tenant to Landlord under this subsection may be  brought from time to time on one or more occasions, without the necessity of Landlord waiting until the Expiration Date  of this Lease.  Unless Landlord delivers written notice to Tenant expressly stating that it has elected to terminate this  Lease, all actions taken by Landlord to exclude or dispossess Tenant of the Premises shall be deemed to be taken under  this subsection.  If Landlord elects to proceed under this Section (B), it may at any time elect to terminate this Lease  under (A) above. No re-entry by Landlord or any action brought by Landlord to remove Tenant from the Premises shall  operate to terminate this Lease unless Landlord shall have given written notice of termination to Tenant, in which event  Tenant’s liability shall be as above provided.     (C) [Intentionally Omitted].     (D) Landlord’s Other Rights and Remedies.  Upon any Event of Default, Tenant shall pay to Landlord all  costs incurred by Landlord (including court costs and reasonable attorneys’ fees and expenses) in (1) obtaining possession  of the Premises, (2) removing, storing and/or disposing of Tenant’s or any other occupant’s property, (3) repairing,  restoring, altering, remodeling, or otherwise putting the Premises into condition required by this Lease, (4) reletting all  or any part of the Premises including brokerage commissions (prorated based on the time between the commencement  of the new lease and the Expiration Date of this Lease), and other costs incidental to such reletting, but not the cost of  new improvements for the new tenant, (5) performing Tenant’s obligations which Tenant failed to perform, and (6)  enforcing, or advising Landlord of, its rights, remedies, and recourses.  Landlord’s acceptance of Rent following an Event  of Default shall not waive Landlord’s rights regarding such Event of Default.  Landlord’s receipt of Rent with knowledge  of any default by Tenant hereunder shall not be a waiver of such default, and no waiver by Landlord of any provision of  this Lease shall be deemed to have been made unless set forth in writing and signed by Landlord.  No waiver by Landlord  of any violation or breach of any of the terms contained herein shall waive Landlord’s rights regarding any future violation  of such term or violation of any other term.  If Landlord repossesses the Premises pursuant to the authority herein granted,  then Landlord shall have the right to remove and  (i) store, at Tenant’s expense, or (ii) sell at auction (following written  notice and a thirty (30) day cure period) all of the furniture, trade fixtures, equipment and other personal property in the  Premises, including that which is owned by or leased to Tenant at all times before any foreclosure thereon or repossession  thereof by any lessor thereof or third party having a lien thereon.  Landlord may relinquish possession of all or any portion  of such furniture, trade fixtures, equipment and other property to any person (a “Claimant”) who presents to Landlord a  copy of any instrument represented by Claimant to have been executed by Tenant (or any predecessor of Tenant) granting  Claimant the right under various circumstances to take possession of such furniture, trade fixtures, equipment or other  property, without the necessity on the part of Landlord to inquire into the authenticity or legality of the instrument.   Landlord shall have no obligation to do so but may, at its option and without prejudice to or waiver of any rights it may  have, (a) escort Tenant and or its employees to the Premises to retrieve any personal belongings of Tenant and/or its  employees not covered by the security interest, or (b) obtain a list from Tenant of the personal property of Tenant and/or  its employees, and make such property available to Tenant and/or Tenant’s employees; however, Tenant first shall pay  in cash all reasonable costs and reasonable estimated expenses to be incurred in connection with the removal of such  property and making it available.  No right or remedy granted to Landlord herein is intended to be exclusive of any other  right or remedy, and each and every right and remedy herein provided shall be cumulative and in addition to any other  right or remedy hereunder or now or hereafter existing in law or equity or by statute.  All rights may be exercised at any  time, in any order, or Landlord may forebear upon any right, without any waiver by Landlord.  In the event of termination  of this Lease, Tenant waives any and all rights to redeem the Premises either given by any statute now in effect or  hereafter enacted.     (E) Late Fee.  If any Rent or other payment required of Tenant under this Lease is not paid within five (5)  days of the due date, Landlord may charge Tenant, and Tenant shall pay upon demand a fee equal to five percent (5%)  of the delinquent payment to reimburse Landlord for its cost and inconvenience incurred as a consequence of Tenant’s  delinquency.  All such fees shall be additional Rent.    





 






   39     4860-4932-6383\13   (F) Interest.  Tenant shall pay interest on all amounts that are more than thirty (30) days overdue at the  compounded annual rate of fifteen percent (15%) commencing as of the expiration of such thirty (30) day period and  continuing until paid in full, but in no amount greater than the maximum allowable rate under law (the “Default Rate”).     (G) No Waiver.  Receipt by Landlord of Rent or other payments from Tenant shall not be deemed to  operate as a waiver of any rights of Landlord to enforce payment of any Rent, additional Rent, or other payments  previously due or which may thereafter become due, or of any rights of Landlord to terminate this Lease or to exercise  any remedy or right which otherwise might be available to Landlord, the right of Landlord to declare a forfeiture for each  and every breach of this Lease is a continuing one for the life of this Lease.    20. MISCELLANEOUS.     (A) Not Void.  If any term or provision of this Lease is declared invalid or unenforceable, the remainder  of this Lease shall not be affected by such determination and shall continue to be valid and enforceable.     (B) Entire Agreement; Amendments.  This Lease contains the entire agreement between the parties hereto.   This Lease may only be amended by a writing signed by the parties hereto, or by an electronic record that has been  electronically signed by the parties hereto and has been rendered tamper-evident as part of the signing process. The  exchange of email or other electronic communications discussing an amendment to this Lease, even if such  communications are signed, does not constitute a signed electronic record agreeing to such an amendment.     (C) Authority.  Tenant warrants that this Lease is being executed with full authority of Tenant and that the  officers whose signatures appear hereon are duly authorized and empowered to make and execute this Lease in the name  of the entity that is Tenant by appropriate and legal resolution of its owners and/or governing officers, as applicable.   Tenant shall supply to Landlord, contemporaneously with the delivery of this Lease, a corporate resolution authorizing  Tenant’s signatory to enter into this Lease.     (D) Notices.  All notices required under this Lease and other information concerning this Lease  (“Communications”) shall be personally delivered or sent by certified mail return receipt requested, or by overnight  courier.  Subject to the terms of this Section, Landlord may, in its sole discretion, send such Communications to the  Tenant electronically, or permit the Tenant to send such Communications to the Landlord electronically, in the manner  described in this Section.  Such Communications sent by personal delivery, mail or overnight courier will be sent to  the addresses in Section 1 of this Lease, or to such other addresses as the Landlord and the Tenant may specify from  time to time in writing.  Communications shall be effective (i) if mailed, upon the earlier of receipt or five (5) business  days after deposit as certified mail with the U.S. mail , or (ii) if hand-delivered, by courier or otherwise when delivered.   Such Communications may be sent electronically by the Landlord to the Tenant (i) by transmitting the Communication  to an electronic address provided by the Tenant or to such other electronic address as the Tenant may specify from  time to time in writing for such purposes , or (ii) by posting the Communication on a website and sending the Tenant  a notice to the Tenant’s postal address or electronic address provided by Tenant solely for such purpose, telling the  Tenant that the Communication has been posted, its location, and providing instructions on how to view  it.  Communications sent electronically to the Tenant will be effective when the Communication, or a notice advising  of its posting to a website, is sent to the Tenant’s electronic address with an electronic receipt of such Communication.   Notwithstanding the foregoing, Communications to Tenant which assert a default may only be delivered to Tenant by  overnight courier sent to the addresses identified in Section 1.       (E) Rent.  Unless the context clearly denotes the contrary, the word “Rent” or “Rental” as used in this  Lease not only includes cash Base Rent and Tenant’s Proportionate Share of Operating Expenses, but also all other  payments and obligations to pay assumed by Tenant, whether such obligations to pay run to Landlord or to other parties.     (F) NO JURY TRIAL.  IT IS MUTUALLY AGREED BY AND BETWEEN LANDLORD AND  TENANT THAT THE RESPECTIVE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY  JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES  HERETO AGAINST THE OTHER ON ANY MATTER WHATSOEVER ARISING OUT OF OR IN ANY WAY  CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT’S USE OF  OR OCCUPANCY OF THE PREMISES OR ANY CLAIM OF INJURY OR DAMAGE AND ANY EMERGENCY  STATUTORY OR ANY OTHER STATUTORY REMEDY.  IF LANDLORD COMMENCES ANY SUMMARY  





 






   40     4860-4932-6383\13  PROCEEDING FOR NONPAYMENT OF RENT, TENANT WILL NOT INTERPOSE ANY NON-COMPULSORY  COUNTERCLAIM OF WHATEVER NATURE OR DESCRIPTION IN ANY SUCH PROCEEDING.     (G) [Intentionally Omitted]     (H) Confidential.  Tenant and Landlord shall at all times keep all business terms and conditions of this  Lease (i.e., lease rates, concessions, tenant improvement allowances, lease term options or rights) confidential and shall  not disclose the terms thereof to any third party, except: (i) for its employees, manager or board of directors, accountants,  attorneys, brokers, agents, lenders, equity partners and other professionals who have a legitimate business reason to know  the terms of this Lease, as well as prospective purchasers and lenders; (ii) as required by any laws, rules or regulations  applicable to such party, including without limitation, the requirements of the United States Securities and Exchange  Commission or similar organization; or (iii) in connection with any legal proceedings.  Any announcements,  communication or publicity by either Landlord or Tenant regarding the subject lease transaction shall occur after the  Effective Date, and only then with the prior written consent of both parties.  Notwithstanding the foregoing, the parties  acknowledge and agree that Tenant will file a Form 8-K with the SEC disclosing this Lease.     (I) OFAC Compliance.        (a) Tenant represents and warrants that:  (1) Tenant is regulated by the SEC (a “Regulated  Entity”) and to  the best of Tenant’s knowledge, Tenant is: (i) not currently identified on the Specially Designated  Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, Department of the Treasury  (“OFAC”) and/or on any other similar list maintained by OFAC pursuant to any authorizing statute, executive order or  regulation (collectively, the “List”), and; (ii) is not a person or entity with whom a citizen of the United States is prohibited  to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation,  or Executive Order of the President of the United States; (2) None of the funds or other assets of Tenant constitute  property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined); (3) no  person that has an ownership interest in Tenant of more than 25% is an Embargoed Person; (4) None of the funds of  Tenant have been derived from any unlawful activity with the result that the investment in Tenant is prohibited by law  or that the Lease is in violation of law, and; (5) Tenant has implemented procedures, and will consistently apply those  procedures to ensure the foregoing representations and warranties remain true and correct at all times.      (b) Tenant covenants and agrees:  (1) To comply with all requirements of law relating to money  laundering, anti-terrorism, trade embargos and economic sanctions, now or hereafter in effect; (2) To immediately notify  Landlord in writing if any of the representations, warranties or covenants set forth in this paragraph or the preceding  paragraph are no longer true or have been breached or if Tenant has a reasonable basis to believe that it may no longer  be true or have been breached; (3) To not knowingly use funds from any “Prohibited Person” (as such term is defined  in the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit,  Threaten to Commit, or Support Terrorism) to make any payment due to Landlord under the Lease, and (4) At the request  of Landlord, to provide such information as may be requested by Landlord to determine Tenant’s compliance with the  terms hereof.      (c) Tenant hereby acknowledges and agrees that Tenant’s inclusion on the List at any time during  the Lease Term shall be a material default of the Lease.  Notwithstanding anything herein to the contrary, Tenant shall  not permit the Premises or any portion thereof to be used or occupied by any person or entity on the List or by any  Embargoed Person (on a permanent, temporary or transient basis), and any such use or occupancy of the Premises by  any such person or entity shall be a material default of the Lease.      (d) Tenant shall also require and shall take reasonable measures to ensure compliance with the  requirement that no person who owns any other direct interest in Tenant is or shall be listed on any of the Lists or is an  Embargoed Person.  The term Embargoed Person means any person, entity or government subject to trade restrictions  under U.S. law, including but not limited to, the International Emergency Economic Powers Act, 50 U.S.C. §1701 et  seq., The Trading with the Enemy Act, 50 U.S.C. App. 1 et seq., and any Executive Orders or regulations promulgated  thereunder with the result that the investment in Tenant is prohibited by law or Tenant is in violation of law (“Embargoed  Person”).  This Subsection (d) shall not apply to any person to the extent that such person’s interest in Tenant is through  a U.S. Publicly-Traded Entity.  As used in this Lease, U.S. Publicly-Traded Entity means a Person, other than an  





 






   41     4860-4932-6383\13  individual, whose securities are listed on a national securities exchange, or quoted on an automated quotation system, in  the United States, or a wholly-owned subsidiary of such a person (“U.S. Publicly-Traded Entity”).      (e) Landlord represents and warrants that to the best of its actual knowledge:  (1) Landlord is: (i)  not currently identified on the List, and; (ii) is not a person or entity with whom a citizen of the United States is prohibited  to engage in transactions by any trade embargo, economic sanction, or other prohibition of United States law, regulation,  or Executive Order of the President of the United States; (2) None of the funds or other assets of Landlord constitute  property of, or are beneficially owned, directly or indirectly, by any Embargoed Person (as hereinafter defined); (3) no  person that has an ownership interest in Landlord of more than 25% is an Embargoed Person; (4) None of the funds of  Landlord have been derived from any unlawful activity with the result that the investment in Landlord is prohibited by  law or that the Lease is in violation of law, and; (5) Landlord has implemented procedures, and will consistently apply  those procedures to ensure the foregoing representations and warranties remain true and correct at all times.     (J) Wi-Fi.  In addition to Lines, Tenant shall have the right to install a Wireless Fidelity Network (“Wi- Fi Network”) within the Premises for the use of Tenant.  Tenant agrees that Tenant’s communications equipment  associated with the Wi-Fi Network will not cause radio frequency, electromagnetic, or other interference to any other  party or occupants of the Building (or to any such party or occupant’s Wi-Fi Network) or any other party.  Should any  interference occur, Tenant shall take all necessary steps as soon as commercially practicable and no later than three (3)  calendar days following such occurrence to correct such interference.  If such interference continues after such three (3)  day period, Tenant shall immediately cease operating Tenant’s Wi-Fi Network equipment until such interference is  corrected or remedied to Landlord’s satisfaction.  Landlord will similarly obligate the other Building tenants to avoid any  Wi-Fi Network interference and to remedy the same.     (K) Successors, Assigns and Liability.  The terms, covenants, conditions and agreements herein contained  and as the same may from time to time hereafter be supplemented, modified or amended, shall apply to, bind, and inure  to the benefit of the parties hereto and their legal representatives, successors and assigns, respectively.  In the event either  party now or hereafter shall consist of more than one person, firm or corporation, then and in such event all such person,  firms and/or corporations shall be jointly and severally liable as parties hereunder.     (L) Exculpatory Provisions.  IT IS EXPRESSLY UNDERSTOOD AND AGREED BY AND BETWEEN  THE PARTIES HERETO, ANYTHING HEREIN TO THE CONTRARY NOTWITHSTANDING, THAT EACH AND  ALL OF THE REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS AND AGREEMENTS  HEREIN MADE ON THE PART OF LANDLORD WHILE IN FORM PURPORTING TO BE THE  REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS AND AGREEMENTS OF LANDLORD  ARE NEVERTHELESS EACH AND EVERY ONE OF THEM MADE AND INTENDED, NOT AS PERSONAL  REPRESENTATIONS, WARRANTIES, COVENANTS, UNDERTAKINGS AND AGREEMENTS BY LANDLORD  OR FOR THE PURPOSE OR WITH THE INTENTION OF BINDING LANDLORD PERSONALLY, BUT ARE  MADE AND INTENDED FOR THE PURPOSE ONLY OF SUBJECTING LANDLORD’S INTEREST IN THE  PREMISES AND PROJECT TO THE TERMS OF THIS LEASE AND FOR NO OTHER PURPOSE WHATSOEVER,  AND IN CASE OF DEFAULT HEREUNDER BY LANDLORD, TENANT SHALL LOOK SOLELY TO THE  INTERESTS OF LANDLORD IN THE PROJECT (WHICH SHALL INCLUDE, WITHOUT LIMITATION, THE  BUILDING, UNENCUMBERED INSURANCE PROCEEDS, CONDEMNATION PROCEEDS, PROCEEDS OF  SALE AND RENTS AND OTHER INCOME FROM THE PROJECT, AND WHICH SHALL NOT AFFECT ANY  RIGHTS OF TENANT TO SELF-HELP, OFFSET OR EQUITABLE RELIEF TO THE EXTENT EXPRESSLY SET  FORTH HEREIN); AND THAT LANDLORD SHALL NOT HAVE ANY PERSONAL LIABILITY TO PAY ANY  INDEBTEDNESS ACCRUING HEREUNDER OR TO PERFORM ANY COVENANT, EITHER EXPRESS OR  IMPLIED, HEREIN CONTAINED, ALL SUCH PERSONAL LIABILITY, IF ANY, BEING EXPRESSLY WAIVED  AND RELEASED BY TENANT AND BY ALL PERSONS CLAIMING BY, THROUGH OR UNDER TENANT.     (M) Laws that Govern.  This Lease is governed by federal law, including without limitation the Electronic  Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001 et seq.) and, to the extent that state law applies,  the laws of the State of Illinois without regard to its conflicts of law rules.     (N) Financial Statements.  Within ten (10) business days after Landlord’s request, Tenant shall deliver to  Landlord the then current audited (if previously created and available or unaudited) financial statements of Tenant, and  audited (if previously created and available or unaudited) financial statement of the two (2) years prior to the current  





 






   42     4860-4932-6383\13  financial statements year, with an opinion of a certified public accountant (if unaudited statements are provided), or  otherwise certified to be true, correct and complete by Tenant’s chief financial officer.  This information includes a  balance sheet, cash flow statement, and profit and loss statement for the most recent prior year, all prepared in accordance  with generally accepted accounting principles consistently applied.  Tenant shall not be required to report the financial  information of Tenant so long as Tenant has reported such financial information to the United States Securities and  Exchange Commission and the same are available to the public.      (O) Landlord’s Waiver Lien.  Landlord agrees to execute in favor of Tenant’s lender a mutually  agreeable waiver of any lien, statutory, inchoate or otherwise, that Landlord may have with respect to the goods,  inventory, equipment, trade fixtures, furniture, improvements, fixtures, chattel paper, accounts, and general  intangibles, and other personal property of Tenant now or hereafter situated on the Premises (collectively, “Tenant’s  Property”), excluding any property, fixtures or improvements owned by Landlord, as set forth in such waiver.   Landlord specifically disclaims and waives any interest in any of Tenant’s Property.      (P) Access to Premises.  Subject to the provisions hereof, Landlord and its authorized agents shall have  free access to the Premises at any and all reasonable times for customary services (such as regular janitorial services and  other services that Landlord is required to perform on a regular basis pursuant to this Lease), and for non-customary  services (such as non-emergency repairs) upon at least forty-eight (48) hours’ verbal notice to Tenant, to inspect the same  and for the purposes pertaining to the rights of Landlord.  Landlord shall use commercially reasonable efforts to minimize  any interference with operation of Tenant’s business from the Premises during any such entry.  During the last twelve  (12) months of the term of this Lease (as may have been extended) Landlord may show the Premises to prospective  lessees.  Notwithstanding the foregoing, because of the nature of Tenant’s business, the confidential and proprietary  processes and procedures, Landlord shall have no rights to enter the lab nor any “quality assurance” area within the  Premises unless accompanied by a representative of Tenant.  Landlord shall strictly comply with Tenant’s standard  health, hygiene and safety protocols when entering the lab or the “quality assurance” areas.      (Q) Real Estate Brokers.  Tenant represents that Tenant has directly dealt with and only with brokers  identified in Article 1 (whose commission shall be paid by Landlord pursuant to a separate agreement with each such  broker), in connection with this Lease and TENANT AGREES TO INDEMNIFY AND HOLD LANDLORD  HARMLESS FROM ALL DAMAGES, LIABILITY, AND EXPENSE (INCLUDING REASONABLE ATTORNEY’S  FEES) ARISING FROM ANY CLAIMS OR DEMANDS OF ANY OTHER BROKER OR BROKERS OR FINDERS  FOR ANY COMMISSION ALLEGED TO BE DUE SUCH BROKER OR BROKERS OR FINDERS IN  CONNECTION WITH ITS PARTICIPATING IN THE NEGOTIATION WITH OR FOR TENANT OF THIS LEASE.   Landlord represents that Landlord has directly dealt with and only with brokers identified in Article 1 (whose commission  shall be paid by Landlord pursuant to a separate agreement with each such broker), in connection with this Lease and  LANDLORD AGREES TO INDEMNIFY AND HOLD TENANT HARMLESS FROM ALL DAMAGES,  LIABILITY, AND EXPENSE (INCLUDING REASONABLE ATTORNEY’S FEES) ARISING FROM ANY  CLAIMS OR DEMANDS OF THE BROKERS IDENTIFIED IN ARTICLE 1 AND ANY OTHER BROKER OR  BROKERS OR FINDERS FOR ANY COMMISSION ALLEGED TO BE DUE SUCH BROKER OR BROKERS OR  FINDERS IN CONNECTION WITH ITS PARTICIPATING IN THE NEGOTIATION OF THIS LEASE ON  LANDLORD’S BEHALF.     (R) Force Majeure.  Whenever a period of time is herein prescribed for action to be taken by Landlord  or Tenant, the party taking the action shall not be liable or responsible for, and therefore shall be excluded from the  computation of any such period of time, any delays due to strikes, riots, acts of God, pandemics (including COVID- 19), shortages of labor or materials, terrorist activities, acts of war, governmental actions or inactions or laws,  regulations, or restrictions, or any other causes of any kind whatsoever which are beyond the control of such acting  party, and which in any of such events, cannot be overcome by the commercially reasonable efforts of the acting party  (“Force Majeure”); provided, however, in no event shall Force Majeure (including any aspect of the situation with  respect to the COVID-19 virus or any other pandemic) apply to either (i) the financial obligations of Landlord or  Tenant under this Lease, including, without limitation, Tenant’s obligation to promptly pay Rent and Landlord’s  obligation to pay the allowances or (ii) Landlord’s or Tenant’s obligation to maintain insurance hereunder.     (S) No Estate in Land.  This Lease shall create the relationship of landlord and tenant between Landlord  and Tenant, and nothing contained herein shall be deemed or construed by the parties hereto, or by any third party, as  creating the relationship of principal and agent, or of partnership, or of joint venture, or of any relationship other than  





 






   43     4860-4932-6383\13  landlord and tenant, between the parties hereto.  No estate shall pass out of Landlord and Tenant has only a usufruct  not subject to levy and sale.     (T) Energy and Environmental Initiatives.      (i) Programs.  Landlord and Tenant acknowledge and agree that Landlord is committed to  employing sustainable operating and maintenance practices for the Building.  Tenant shall fully cooperate with  Landlord in any programs in which Landlord may elect to participate relating to the Building’s (i) energy efficiency,  management and conservation; (ii) water conservation and management; (iii) environmental standards and efficiency;  (iv) recycling and reduction programs; and/or (v) safety, which participation may include, without limitation, the  Leadership in Energy and Environmental Design (LEED) program and related Green Building Rating System  promoted by the U.S. Green Building Council.  All carbon tax credits and similar credits, offsets and deductions are  the sole and exclusive property of Landlord. Tenant affirms its support of these practices, and agrees to cooperate with  Landlord by implementing commercially reasonable conservation practices to the extent provided herein.   Periodically, Landlord may offer additional examples, guidance and practices related to energy conservation measures,  which Tenant agrees to consider for implementation. Should any specific practice(s) proposed by Landlord be deemed  to be inconsistent or interfere with Tenant’s business operations, then upon Landlord’s request, Tenant shall so advise  Landlord in writing as its reason for declining to implement such specific practice(s). Any monitoring and reporting  of base Building energy use will be done by a third party, and costs associated with this subsection (T) shall be included  in Operating Expenses.  Tenant shall also use best efforts to help meet building-wide energy use reduction goals and  minimize use of electricity, water, heating, and air conditioning unless Tenant’s business operations shall be adversely  affected thereby. Tenant shall use Energy Star or comparably efficient appliances for Tenant’s Premises.  All products  used by Tenant in the Premises in making alterations to the Premises shall be consistent with Building standards for  using environmentally friendly and recycled materials. Without limitation to the generality of the foregoing, Tenant  shall comply with the Sustainable Building Guidelines attached hereto as Exhibit H. For avoidance of doubt, in all  respects Tenant shall not be restricted from operating its business in the fashion and manner which it deems necessary  or advisable, regardless of the foregoing conservation or sustainability initiatives or practices in effect or proposed by  Landlord.       (ii) Recycling.  Tenant shall use best efforts to recycle by separating waste stream into Single  Stream (paper, plastic, metals); dispose of all electronic items (cell phones, computers, etc. in designated bins); and  dispose of compostable waste appropriately.  All costs of recycling programs instituted by Landlord shall be included  in Operating Expenses.     (U) Counterparts; Electronic Signatures.  This Lease may be executed in counterparts, including both  counterparts that are executed on paper and counterparts that are in the form of electronic records and are executed  electronically.  An electronic signature means any electronic sound, symbol or process attached to or logically  associated with a record and executed and adopted by a party with the intent to sign such record, including facsimile  or e-mail electronic signatures.  All executed counterparts shall constitute one agreement, and each counterpart shall  be deemed an original.  The parties hereby acknowledge and agree that electronic records and electronic signatures,  as well as facsimile signatures, may be used in connection with the execution of this Lease and electronic signatures,  facsimile signatures or signatures transmitted by electronic mail in so-called pdf format shall be legal and binding and  shall have the same full force and effect as if an a paper original of this Lease had been delivered had been signed  using a handwritten signature.  Landlord and Tenant (i) agree that an electronic signature, whether digital or encrypted,  of a party to this Lease is intended to authenticate this writing and to have the same force and effect as a manual  signature, (ii) intend to be bound by the signatures (whether original, faxed or electronic) on any document sent or  delivered by facsimile or, electronic mail, or other electronic means, (iii) are aware that the other party will rely on  such signatures, and (iv) hereby waive any defenses to the enforcement of the terms of this Lease based on the  foregoing forms of signature.  If this Lease has been executed by electronic signature, all parties executing this  document are expressly consenting under the Electronic Signatures in Global and National Commerce Act (“E- SIGN”), and Uniform Electronic Transactions Act (“UETA”), that a signature by fax, email or other electronic means  shall constitute an Electronic Signature to an Electronic Record under both E-SIGN and UETA with respect to this  specific transaction.    (V) Consents by Landlord.  In all circumstances under this Lease where the prior consent or permission  of Landlord is required before Tenant is authorized to take any particular type of action and no specific standard of  





 






   44     4860-4932-6383\13  consent is specified, such consent must be in writing and the matter of whether to grant such consent or permission  shall be within the sole and exclusive judgment and discretion of Landlord.  With respect to any assertion or claim  that Landlord delayed or withheld the granting of such consent or permission, whether or not the delay or withholding  of such consent or permission was prudent or reasonable or based on good cause, in no event will Tenant have available  termination of this Lease or a setoff of Rent as potential recourse for such claimed Landlord action.  With respect to  any provision of this Lease which provides that Tenant shall obtain Landlord’s prior consent or approval, Landlord  may withhold such consent or approval for any reason at its sole discretion, unless the provision specifically states  that the consent or approval will not be unreasonably withheld.  With respect to any provision of this Lease which  provides that Landlord shall not unreasonably withhold or unreasonably delay any consent or any approval, in no  event will Tenant have available termination of this Lease or a setoff of Rent as potential recourse for such claimed  Landlord action.     (W) Independent Covenants.  The obligation of Tenant to pay Rent and other monetary obligations  provided to be paid by Tenant under this Lease and the obligation of Tenant to perform Tenant’s other covenants and  duties under this Lease constitute independent, unconditional obligations of Tenant to be performed at all times  provided for under this Lease, save and except only when an abatement thereof or reduction therein, or and offset  thereto is expressly provided for in this Lease and not otherwise, and Tenant acknowledges and agrees that in no event  shall such obligations, covenants and duties of Tenant under this Lease be dependent upon the condition of the  Premises or the Project, or the performance by Landlord of its obligations hereunder, except as expressly set forth  herein.     (X) Recording.  Neither Landlord nor Tenant shall record this Lease, but a short-form memorandum  hereof may be recorded at the request of Landlord, in Landlord’s sole and absolute discretion.     (Y) No Access to Roof.  Except as specifically set forth in the Rider attached to this Lease Tenant shall  have no right of access to the roof of the Premises or the Building.    (Z) Real Estate Investment Trust.  During the term of this Lease, should a real estate investment trust  become Landlord hereunder, all provisions of this Lease shall remain in full force and effect except as modified by  this paragraph.  If Landlord in good faith determines that its status is a real estate investment trust under the provisions  of the Internal Revenue Code of 1986, as heretofore or hereafter amended, will be jeopardized because of any  provision of this Lease, Landlord may request reasonable amendments to this Lease and Tenant will not unreasonably  withhold, delay or defer its consent thereto, provided that such amendments do not (a) increase the monetary  obligations of Tenant pursuant to this Lease or (b) in any other manner adversely affect Tenant’s interest in the  Premises.    (AA) Use of Trademark, Service Mark and/or Trade Name.  Tenant acknowledges that Landlord claims  as its sole and exclusive property the trademark, service mark, and/or trade name “West End on Fulton®” (the  “Mark”) for use in connection with the Project by Landlord or its designated assignees or licensees.  Tenant shall not  claim any superior right to the Mark and shall not use the Mark in any manner whatsoever in connection with the  Premises or the operations conducted thereon unless it has obtained the prior written permission from Landlord.   Tenant acknowledges and agrees that it shall not use the Mark on Tenant’s letterhead, marketing materials or any  written communication or visual presentation.  Tenant may, however, reasonably identify Tenant’s Premises as being  located in the West End on Fulton® Project for directional purposes only.    (BB) Landlord’s Limitation of Liability.  It is expressly understood and agreed that notwithstanding  anything to the contrary contained in this Lease, and notwithstanding any applicable law to the contrary, the liability of  Landlord hereunder (including any successor landlord) and any recourse by Tenant against Landlord shall be limited  solely and exclusively to the equity interest of Landlord in and to the Project (which shall include, without limitation, the  Building, unencumbered insurance proceeds, condemnation proceeds, proceeds of sale and rents and other income from  the Project, and which shall not affect any rights of Tenant to self-help, offset or equitable relief), and neither Landlord,  nor any of its constituent partners, shall have any personal liability therefor, and Tenant hereby expressly waives and  releases such personal liability on behalf of itself and all persons claiming by, through or under Tenant.  Under no  circumstances shall Landlord be liable for consequential damages, including, without limitation, injury to Tenant’s  business or for any loss of income or profit therefrom.    





 






   45     4860-4932-6383\13  (CC) Exculpation. CBRE Investment Management, LLC, a Delaware limited liability company (“CBRE  Global”), is the investment manager for California State Teachers’ Retirement System, a public entity created pursuant  to the laws of the State of California (“CALSTRS”), and CALSTRS is a member of Landlord.  It is expressly understood  and agreed that notwithstanding anything to the contrary contained in this Lease but subject to the provisions of Section  10, and notwithstanding any applicable law to the contrary, the liability of Landlord hereunder (including any successor  landlord) and any recourse by Tenant against Landlord for damages shall be limited solely and exclusively to the equity  interest of Landlord in and to the Project (which shall include, without limitation, the Building, unencumbered insurance  proceeds, condemnation proceeds, proceeds of sale and rents and other income from the Project, and which shall not  affect any rights of Tenant to self-help, offset or equitable relief to the extent expressly set forth herein), and neither  Landlord, nor any of its constituent partners (including, without limitation CALSTRS), shall have any personal liability  therefor, and Tenant hereby expressly waives and releases such personal liability on behalf of itself and all persons  claiming by, through or under Tenant.  Except as expressly provided in Section 17(A) herein, under no circumstances  shall Landlord or Tenant be liable for consequential, punitive or special damages, including, without limitation, injury to  either party’s business or for any loss of income or profit therefrom; provided, that the foregoing shall not be deemed to  limit Landlord’s remedies with respect to any Rent payable to Landlord.        (DD) Acknowledgement, Representation and Warranty Regarding Prohibited Transactions.  Tenant  acknowledges that Landlord is wholly owned by CALSTRS, a unit of the California Government Operations Agency  established pursuant to Title 1, Division 1, Parts 13 and 14 of the California Education Code, Sections 22000, et seq., as  amended (the “Education Code”).  As a result, Tenant acknowledges that CALSTRS is prohibited from engaging in  certain transactions with or for the benefit of an “employer”, “employing agency”, “member”, “beneficiary” or  “participant” (as those terms are defined or used in the Education Code).  In addition, Tenant acknowledges that certain  restrictions under the Internal Revenue Code, 26 U.S.C. Section 1, et seq. (the “Code”) may apply to distributions made  by CALSTRS to its members, beneficiaries and participants.  Accordingly, Tenant represents and warrants to Landlord  and CALSTRS that (a) Tenant is neither an employer, employing agency, member, beneficiary or participant; (b) Tenant  has not made any contribution or contributions to Landlord or CALSTRS; (c) neither an employer, employing agency,  member, beneficiary nor participant, nor any person who has made any contribution to Landlord or CALSTRS, nor any  combination thereof, is related to Tenant by any relationship described in Section 267(b) of the Code; (d) neither  Landlord, CALSTRS, CBRE Global, their affiliates, related entities, agents, officers, directors or employees, nor any  CALSTRS board member, employee or internal investment contractor thereof or therefor (collectively, “Landlord  Affiliates”) has received or will receive, directly or indirectly, any payment, consideration or other benefit from, nor does  any Landlord Affiliate have any agreement or arrangement with, Tenant or any person or entity affiliated with Tenant,  relating to the transactions contemplated by this Lease except as expressly set forth in this Lease; and (e) no Landlord  Affiliate has any direct or indirect ownership interest in Tenant or any person or entity affiliated with Tenant.    (EE) Survival.  Notwithstanding anything in this Lease to the contrary, the following rights, duties, and  obligations shall survive the expiration or termination of this Lease:  (a) any accrued, but unsatisfied, obligations of  Landlord or Tenant, as applicable, as of the date of such expiration or termination, (b) any indemnification obligations,  (c) any exculpatory provisions or provisions that otherwise limit the liability of the parties under this Lease, and (d)  any rights, duties, and obligations which, by the terms of the applicable provisions, expressly survive the expiration  or termination of this Lease.      (FF) Labor Harmony.  It is understood that, in the performance of construction and other work at the  Project, Landlord shall take measures consistent with those described in Section 14(E) and typical of prudent landlords  of Comparable Buildings to ensure labor harmony amongst the workforce and trades performing work at the Project  (including, without limitation, those contractors, subcontractors, labor and suppliers performing punch list and other work  concerning the base Building improvements).  Notwithstanding anything in this Lease to the contrary, no party shall be  deemed in violation of any provisions of this Lease concerning labor harmony if it shall have retained (or caused to  have been retained), in the particular context in question, union contractors, subcontractors (of any tier), labor or  suppliers and caused them to comply with such procedures that do not result in any delay or impose any other material  cost or liability, such as separate construction entrances, as may be customarily employed to maintain labor harmony.     (GG) Rider and Exhibits.  The Rider, and all attached exhibits (Exhibits A through M) are attached hereto  and made a part hereof, by reference, for all purposes.    [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]  





 






Signature Page to Lease  4860-4932-6383\13  [SIGNATURE PAGES]  IN WITNESS WHEREOF, the parties may have executed this Lease in counterpart copies, each of which  shall be deemed originals.  Landlord and Tenant have executed this Lease the date and year noted above.  TENANT:  XERIS PHARMACEUTICALS, INC.,  a Delaware corporation  By: ______________________________ _______________________________  Name: ______________________________ Date  Title: ______________________________  [SIGNATURES CONTINUE ON FOLLOWING PAGE] /s/ Paul Edick Paul Edick Chairman and CEO September 29, 2022 





 






Signature Page to Lease  4860-4932-6383\13  LANDLORD:  FULTON OGDEN VENTURE, LLC,  a Delaware limited liability company  By: TC FULTON OGDEN MEMBER, LLC,  a Delaware limited liability company,  its Managing Member  By: TRAMMELL CROW CHICAGO DEVELOPMENT, INC.,  a Delaware corporation,  its Managing Member  By: _______________________________ ________________________  Name: _______________________________ Date  Title: _______________________________  [END OF SIGNATURE PAGES] /s/ John D. Carlson Vice President John D. Carlson September 29, 2022 





 






  Rider Page 1  4860-4932-6383\13  RIDER TO LEASE    ADDITIONAL PROVISIONS    1. This Rider Controls.  The provisions set forth in this Rider control to the extent they conflict with any  provision or provisions set forth in the body of this Lease.    2. Tenant’s Right of Refusal.     (a) Grant of Right of Refusal.  Subject to the rights of existing tenants of the Refusal Space as of the  Effective Date and the terms and conditions set forth below, and provided (i) no default by Tenant beyond any  applicable notice and cure periods has occurred and is then continuing; (ii) Tenant has not sublet more than 25% of  the then-current Premises; and (iii) Tenant has at least three years remaining in the Term, then subject to the conditions  and provisions as hereinafter set forth, Landlord hereby grants to Tenant an ongoing right of refusal (“Right of Refusal  or ROFR”) to lease from Landlord (i) any available space located on the 4th floor of the Building and (ii) any available  office space located on the 9th floor of the Building, excluding any space on the 9th floor to be used as expanded  amenity space or a Building management office (collectively, the “Refusal Space”).       (b) Third Party Offer; Exercise Notice.  If Landlord receives a bona fide offer from a third party  prospective tenant (“Third Party Offer”) to lease all or any portion of the Refusal Space, before proceeding to enter  into a lease with such third party, Landlord shall first give to Tenant written notice that Landlord has received such  Third Party Offer, and describing the material terms and conditions of such Third Party Offer that Landlord is willing  to accept, including the base rental rate, lease term, rent abatement period (if any), and tenant improvement allowance  (if any) (“Third Party Offer Notice” or “ROFR Space Notice”).  Tenant may exercise the Right of Refusal by giving  Landlord written notice of Tenant's desire to lease the Refusal Space as set forth herein and in the Third Party Offer  (“Exercise Notice”), if at all, on or before the fifth (5th) business day after Tenant’s receipt of the Third Party Offer  Notice.      (c) Expansion Amendment.  If Tenant timely provides an Exercise Notice, Landlord promptly shall  prepare and Landlord, and Tenant shall enter into, an amendment to the Lease (“Expansion Amendment”),  reasonably acceptable to Landlord and Tenant, based on the terms and conditions contained in the Third Party Offer  Notice, and the Premises shall be adjusted accordingly; provided, that the term with respect to any Refusal Space shall  be coterminous with the Lease Term and any economic concessions or terms shall be equitably adjusted to take into  account such shorter term or longer term, as applicable.     (d) Failure to Exercise.  If Tenant fails to timely provide an Exercise Notice, Landlord shall have a  twelve (12) month period commencing with the date of the Third Party Offer Notice to enter into a lease for the portion  of the Refusal Space included in such Third Party Offer Notice with a third party based on substantially the same  terms as are contained in the Third Party Offer Notice or upon terms more advantageous to Landlord (not to exceed a  3% reduction in the rent or economic concessions given the tenant thereunder) (“Third Party Lease”).  If Landlord  enters into the Third Party Lease within said 12-month period, the ROFR shall terminate as to the portion of the  Refusal Space included in such Third Party Lease.  If Landlord does not enter into the Third Party Lease within said  12-month period, the ROFR shall be reinstated in accordance with all of the terms and conditions of this Rider Section  2.     (e) Not Transferable.  Tenant acknowledges and agrees that the Right of Refusal shall be deemed  personal to Tenant and if Tenant subleases, assigns or otherwise transfers any interests hereunder to any person or  entity prior to the exercise of the Right of Refusal (other than a Permitted Transferee), the Right of Refusal shall lapse  and be forever waived.    3. Signage.  In addition to Tenant’s pro-rata share of Building-standard directory strips and suite entry signage  for each floor of the Premises provided by Landlord at its cost, subject to applicable City laws, codes and regulations  and the terms and conditions of this Lease, upon Tenant’s occupancy of the full Expansion Premises and throughout  the Term thereafter (provided Tenant continues to lease at least 85,000 RSF in the Building), Tenant shall have the  exclusive right to install “eyebrow” signage at the top of the exterior of the Building depicting Tenant’s trade name  (“Exterior Sign”), the exact location of which and design/size thereof shall be subject to Landlord’s prior approval,  





 






  Rider Page 2  4860-4932-6383\13  which approval will not be unreasonably withheld, conditioned or delayed.  Landlord agrees that, to the extent  allowable under applicable laws, (i) Tenant’s Exterior Sign can be located on the east or west side of the Building, at  Tenant’s option: (ii) Tenant shall have the right to relocate the Exterior Sign during the Term, at its cost, and (iii)  Landlord approves Tenant’s logo attached hereto as Exhibit J to be used as the basis for the design of the Exterior  Sign.    (a) Tenant’s right to the exterior “eyebrow” building sign, is further contingent upon Tenant obtaining  zoning and other requisite approvals from applicable governmental authorities to erect and maintain such signs. If  Tenant exercises its right to the exterior signage, Tenant agrees diligently to proceed and use its commercially  reasonable, good faith efforts to obtain such approvals with respect to the applicable signage. Notwithstanding the  foregoing, however, if the applicable governmental authorities impose conditions upon the granting of approval for  any signs, Tenant agrees to comply with such conditions and Tenant agrees to pay for all out-of-pocket costs and  expenses of compliance, provided that, if Tenant does not approve of such conditions or the costs and expenses of  compliance therewith, Tenant shall have no obligation to further pursue such approvals and Tenant shall have no right,  and Landlord shall have no obligation, to construct or maintain any such sign unless and until Tenant elects to comply  with such conditions and pay for the costs of compliance therewith).     (b) All out-of-pocket design, construction, installation, maintenance, governmental compliance and  other costs incurred by Landlord with respect to such sign, if any, installed by Landlord shall be paid by Tenant to  Landlord as additional Rent, in full, within thirty (30) days after Tenant’s receipt of an invoice from Landlord.  If  Tenant fails to pay Landlord such costs on a timely basis and Landlord has commenced an enforcement action to  terminate this Lease or Tenant’s right to possession of the Premises, then Landlord shall have the right, in addition to  its other rights and remedies arising as a result of an Event of Default by Tenant hereunder, to remove, at Tenant’s  expense, Tenant’s sign.    (c) The signage rights under this Section 3 of this Rider are personal and exclusive to the original  Tenant, and no assignment of signage rights shall be permitted except in connection with an assignment of this Lease  in connection with a Permitted Transfer of this Lease. Furthermore, no assignee of Tenant’s rights under this Lease  (other than a Permitted Transferee) or subtenant of Tenant under this Lease shall succeed to Tenant’s rights hereunder.     (d) Notwithstanding anything in this Lease or this Section 3 of this Rider to the contrary, Tenant shall  have no right to change its name on the external sign without Landlord’s prior written consent, which consent shall  not be unreasonably withheld, conditioned or delayed.    (e) Tenant’s rights under this Section 3 of this Rider shall cease and terminate immediately (i) upon the  expiration or any earlier termination of this Lease or Tenant’s right of possession of the Premises; (ii) if the RSF of  the Premises reduces to fewer than 85,000 RSF; or (iii) if at any time Tenant subleases more than 25,000 RSF of the  Premises to any party, other than a Permitted Treansferee.    4. Rooftop Equipment.      (a) Subject to the terms and conditions of this Lease and the specific terms and conditions of  this Section 4 of the Rider, upon Landlord’s prior written consent, not to be unreasonably withheld, conditioned or  delayed, Tenant may, at its sole cost and expense, erect, maintain, install and operate solely for use in Tenant’s business  operations in the Premises (and not for use by third parties) during the Term, certain rooftop equipment  such as  satellite dish(es), supplemental air conditioning units and related equipment  (the “Rooftop Equipment”) at locations  on the roof of the Building as designated by Landlord (said location being herein referred to as the “Rooftop  Equipment Space”). Such Rooftop Equipment Space shall not exceed Tenant’s Proportionate Share of the total  Building rooftop space available for use by all Building tenants.  Landlord shall not charge Tenant rent for the use of  the Rooftop Equipment Space during the Lease Term. Upon expiration of this Lease or any earlier termination of the  Lease or Tenant’s right to maintain the Rooftop Equipment in the Rooftop Equipment Space under this Section 4,  Tenant shall, at its sole expense, remove the Rooftop Equipment and all related conduits, cables and facilities installed  on or in the Building in accordance with this Section 4 and repair any damage to the Rooftop Equipment Space and  the Building caused thereby. Landlord reserves the right (without obligation) to relocate any one or more of the  Rooftop Equipment, at Tenant’s cost, to alternate locations, provided such space remains technologically sufficient,  in Landlord’s reasonable estimation. Tenant agrees to provide Tenant’s “Rooftop Equipment Plans and  





 






  Rider Page 3  4860-4932-6383\13  Specifications” (herein so called) for Landlord’s approval prior to installation of same (which plans and specifications  shall comply strictly with all applicable laws and all requirements for protecting and preserving Landlord’s warranties  relating to the Building, including the roof). All Rooftop Equipment shall be installed within the Rooftop Equipment  Space in accordance with the Rooftop Equipment Plans and Specifications previously approved by Landlord in  writing, which approval shall not be unreasonably withheld, conditioned or delayed. Tenant shall not materially  change, alter, modify or amend the Rooftop Equipment Plans and Specifications for the Satellite Antenna or  installation thereof or otherwise alter the Rooftop Equipment or the installation and/or location of the Rooftop  Equipment without the prior written consent of Landlord. Nothing contained in this Lease shall be deemed to grant to  Tenant any independent right of access to the Rooftop Equipment Space. All access to the roof of the Building shall  under all circumstances be made through and in conjunction with Landlord or its agents and shall be subject to such  reasonable controls and restrictions as Landlord may impose from time to time, provided that Landlord shall impose  no fees or charges on such roof access.     (b) Tenant shall at all times maintain the Rooftop Equipment and related facilities in good  order and repair and Tenant shall be responsible for any and all costs and expenses incurred in connection with such  repairs to the Rooftop Equipment and such related facilities.  Tenant’s installation, repair, maintenance and operation  of the Rooftop Equipment and all related facilities shall be subject to and performed in accordance with all terms and  conditions of the Lease as well as all applicable laws in effect from time to time, and Tenant shall obtain all permits  and approvals therefor prior to commencing the operation thereof and shall maintain such permits and approvals in  good standing at all times thereafter. Tenant shall further be responsible for any repairs to the roof of the Building  necessitated by the installation or repair of the Rooftop Equipment. Any roof penetration shall be performed by such  roofing contractor as is acceptable to Landlord and is required to comply with any such roof warranty, at Tenant’s  expense. If the installation, repair, replacement or removal of any Rooftop Equipment or related conduit or other  equipment or facilities voids Landlord’s roof warranty, Tenant shall assume all responsibility and costs with regard to  the roof of the Building to the extent such costs would have been covered by such warranty had it not been voided.     (c) Notwithstanding anything herein contained to the contrary, Landlord shall be entitled to  require that the Rooftop Equipment be screened from public view, at Tenant’s expense. Furthermore, no Rooftop  Equipment may be used in any fashion which would cause any interference with the Building’s voice and data  communications systems and electronic data processing operation or any other antenna, radio system, or microwave  dish on, at, or adjacent to or near the Building. In the event any of the Rooftop Equipment and/or related conduit,  equipment or facilities cause any such interference, Tenant shall discontinue the operation of the Rooftop Equipment  within twenty-four (24) hours after receipt of written notice thereof until such time as such interference is eliminated,  if ever. From and after the expiration of such twenty-four (24) hour period, Tenant shall have thirty (30) days in which  to eliminate such interference. If Tenant does not or cannot eliminate the interference within such thirty (30)-day  period, Tenant shall discontinue all use of such Rooftop Equipment and all related equipment until such interference  is eliminated, in Landlord’s reasonable estimation.    5. Shuttle Bus Service.  Throughout the Lease Term (including any renewals or extensions thereof), Landlord  shall retain a third party provider to furnish shuttle bus service to and from the major Metra train stations, including  the stations located at Ogilvie Transportation Center and Union Station (and, as necessitated by ridership demand, and  at Landlord’s good faith discretion after consultation with Tenant, potentially additional similar transit destinations)  (collectively, the “Transit Destinations”) and the Building as well as other properties located in the Fulton Market  neighborhood that are owned as part of Landlord’s (or Landlord’s affiliates’) portfolio as of the Effective Date (the  “Portfolio Properties”), for the benefit of Tenant, any permitted assignees or subtenants, and their respective  employees and contractors, in common with other tenants and occupants of the Building and the Portfolio Properties.   Such shuttle service shall operate during morning and evening commuting time periods of 7:00 a.m. - 10:00 a.m. and  4:00 p.m. - 6:30 p.m. on business days (the “Commute Periods”), with such service frequencies and capacities as  may be reasonably determined by Landlord from time-to-time based on normal commuting times, then-current market  conditions, and the actual demand for such shuttle services.  When operating, the shuttle service will run on a constant  loop between the Transit Destinations and the Building and Portfolio Properties. Landlord agrees to use commercially  reasonable efforts to cause the shuttle service to run continuously and arrive at each stop for the Transit Destinations  and the Building approximately every fifteen (15) minutes during the Commute Periods on business days, including  ensuring that a reasonable number of shuttle buses are operating with sufficient capacity to transport all such Tenant  riders during the Commute Periods to provide such service to Tenant as well as the other tenants of the Building and  the Portfolio Properties (with a minimum of two (2) shuttle buses operating during the entire Commute Periods, unless  





 






  Rider Page 4  4860-4932-6383\13  otherwise agreed by Tenant); provided that such schedules are subject to normal “rush hour” delays, including traffic  congestion, weather conditions and construction activities.  Shuttle buses will not be deemed to have sufficient  capacity if any shuttle buses are repeatedly full when arriving at any stop or repeatedly become full at any stop before  all Tenant riders waiting at such stop are able to get on the applicable shuttle bus at such time.  If the shuttle buses  operating during the Commute Periods do not have sufficient capacity for all Tenant riders waiting at any stop(s) at  or around the substantially same time and business day on three (3) or more business days in a thirty (30) day period  (the parties recognizing that there may be different demand for shuttle services on different business days), then within  ten (10) days of receiving written notice from Tenant, Landlord agrees to increase the number of shuttle buses  operating during such peak time and day to ensure that substantially all riders are able to get on the next arriving  shuttle.  Landlord agrees to use commercially reasonable efforts to cause the shuttle service provider to comply with  the terms and conditions of this paragraph.  Throughout the Lease Term (including any renewals or extensions thereof),  Landlord shall also cause a shuttle service to operate during lunch hours (11:30 AM-1:30 PM) throughout the Fulton  Market neighborhood, with such service frequencies and capacities as may be reasonably determined by Landlord  from time-to-time based on the actual demand for such services.  A transit screen with live updates of the transit  schedules will be on display on the 1st floor of the Building, and, as applicable and available, the transit schedules will  be available to Tenant’s employees on a mobile telephone application for the Building.  All out-of-pocket costs for  the shuttle bus service (net of any third party revenues derived therefrom) will be included in Operating Expenses,  subject to the provisions of Section 4(C) (and any other relevant provisions) of the Lease.  Except as otherwise  expressly provided in this Section, such Building amenities shall be operated at no additional charge (other than  inclusion in Operating Expenses as provided in this Lease) to Tenant or any permitted assignees or subtenants of  Tenant or any of their respective employees or contractors.  Landlord and Tenant agree to communicate and cooperate  reasonably and in mutual good faith with respect to the schedules, the Transit Destinations, the number of shuttle  buses operating at any given time, and other material issues and concerns with respect to the shuttle service and the  provider thereof.  Landlord and Tenant further agree to reasonably consider modifications to such service as usage,  market conditions and other material changes in circumstances, including the possibility of replacement of the shuttle  service provider, which determination Landlord ultimately will make in its reasonable discretion.  In the event (i)  Landlord’s shuttle service provider persistently fails to comply with the requirements of this Section 5 of the Rider,  (ii) Tenant provides Landlord written notice that the shuttle service is not meeting the requirements set forth in this  Section 5 of the Rider (the “Shuttle Failure Notice”), and (iii) following such Shuttle Failure Notice, the shuttle  service continues to fail to satisfy the requirements of this Section 5 of the Rider on any ten (10) business days during  the thirty (30) day period following the Shuttle Failure Notice, then from and after such tenth (10th) business day of  non-compliance, 50% of the fees owed for the Tenant Parking Stalls shall abate until such time as Landlord causes  the shuttle service to regularly and consistently for at least ten (10) consecutive business days satisfy the approximate  requirements set forth in this Section 5 of the Rider.  Notwithstanding anything apparently to the contrary contained  herein, in no event will any failure to meet the schedules and other terms contained in this Rider Section 5 constitute  a Landlord default under this Lease; provided, however, that if Landlord fails to provide any shuttle service as provided  in this paragraph, then 100% of the fees owed for the Tenant Parking Stalls shall abate until such time as Landlord  continues and causes the shuttle service to regularly satisfy the approximate requirements set forth in this Section 5 of  the Rider.    6. Building Amenities. Throughout the Lease Term (including any renewals or extensions thereof), Landlord  shall install and operate within the Building, for the benefit of Building tenants and occupants, the following amenities:  (a) a covered rideshare pick-up and drop-off point; (b) bike storage and lockers; (c) an amenity center with meeting  rooms and indoor and outdoor seating areas; (d) fitness center; (e) rooftop outdoor and indoor seating and collaborative  spaces, together with, an indoor and outdoor amenity center located on the 9th floor of the Building containing meeting  spaces for up to 200 people, a breakout room with video-conferencing capabilities, and the provision of grab-and-go  snacks and beverages (it being understood that Landlord or its operator of the amenity center may charge consumers  for such food and beverages at such rates as it shall establish in its sole and absolute discretion and that such food  service may be provided by vending machines offering fresh foods or substantially similar offerings and such vending  machines may be in a location in the Building determined by Landlord, provided that such location must be in the  common areas accessible to all tenants of the Building).  Subject to Landlord’s construction, repair and maintenance  activities occurring on the 9th floor and Force Majeure, Landlord shall at all times during the Term maintain the 9th  floor amenities and failure to do so shall entitle Tenant to a reduction in Base Rent of 15%, unless in mostly all  Comparable Buildings similar amenities have been discontinued and the space re-purposed.  In no event shall Tenant  have any right to terminate this Lease if Landlord fails to provide any of the amenities described in the immediately  preceding sentence at any time during the Lease Term.    





 






  Rider Page 5  4860-4932-6383\13    7. Identification of Tenant’s Employees and Contractors.   In connection with the exercise of the rights  described in this Rider, Landlord may require that employees and contractors of Tenant and of any permitted assignees  or subtenants obtain such identification cards, keys or passes as Landlord generally uses with respect to such amenities.   All Building amenities shall be made available to employees and contractors of Tenant, irrespective of whether (or  the degree to which) any such individual employee or contractor actually occupies or uses office space in the Building,  subject to the provisions of this Rider.     8.   List of Approved Contractors and Service Providers.  Landlord shall maintain a “white list” of approved  vendors, service provider, contractors with respect to all maintenance and matters under the Lease, and shall make  such list available to Tenant upon request.  Tenant may engage any such person or firm identified on a current version  of such list without the need for any additional approvals from Landlord.     9.  Telecommunications Providers.  Tenant shall have the right to select, at Tenant’s sole discretion, Tenant’s  desired telecommunications provider(s) for the Premises; provided, any such telecommunication provider(s) shall be  required to pay Landlord their proportionate share of any access infrastructure costs expended by Landlord, such costs  to be assessed on a carrier-neutral basis.     10.  FF&E.  All furniture, fixtures and equipment provided by Landlord to Tenant for the Premises as part of the  Landlord Work for the Premises (the “FF&E”) shall be owned and insured by Landlord during the Lease Term and  used by Tenant during the Lease Term, at no additional cost.  Landlord shall have no obligation to replace such FF&E  during the Lease Term, except to the extent covered by Landlord’s insurance in connection with a casualty at the  Premises.  Tenant shall maintain all such FF&E during the Lease Term, subject to reasonable wear and tear or casualty.   During the Lease Term, Tenant shall have the right to replace any such FF&E at any time, at Tenant’s sole cost, and  any such replacements shall be owned and insured by Tenant.  At the expiration or early termination of the Lease, all  FF&E then remaining in the Premises as of such expiration or termination shall remain in the Premises and be  surrendered to Landlord.