exh1045-assignmentandass






241684614 v6  1    ASSIGNMENT AND ASSUMPTION OF LEASE  THIS ASSIGNMENT AND ASSUMPTION OF LEASE (this “Assignment”) is made as  of the Execution Date (defined below) by and between REGULUS THERAPEUTICS INC., a  Delaware corporation (“Assignor”), and TURNING POINT THERAPEUTICS, INC., a  Delaware corporation (“Assignee”).  RECITALS  A. Pursuant to that certain Lease Agreement dated June 19, 2019 (as amended, the “Lease”), ARE-SD REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”)  leases to Assignor those certain premises commonly known as Suite 225, containing  approximately 8,727 rentable square feet (the “Premises”), in that certain building located at  10628 Science Center Drive, San Diego, California (the “Building”). The term of the Lease  expires on December 31, 2021 (the “Expiration Date”).  B. Assignor desires to assign all of Assignor’s right, title, and interest as Tenant under the Lease to Assignee on the terms and conditions contained herein.  C. Assignee desires to assume all of Assignor’s right, title, and interest as Tenant under the Lease, and Tenant’s obligations under said Lease, from and after the Delivery Date (defined  below), on the terms and conditions contained herein.  NOW THEREFORE, in consideration of the mutual covenants and agreements set forth  herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby  acknowledged, the parties agree as follows:  1. Definitions; Representations. The foregoing recitals are hereby made a part of this Assignment. Capitalized terms used but not defined in this Assignment shall have the meaning  given thereto in the Lease, a copy of which is attached hereto as Exhibit A. Assignor hereby  represents and warrants to Assignee that: (a) the copy of the Lease attached hereto as Exhibit A is  accurate and complete; (b) the Lease has not been terminated or modified by amendment, letter  agreement, course of performance or otherwise; (c) the Lease has not been assigned nor has any  portion of the Premises been sublet to any other party; (d) to Assignor’s knowledge, Assignor is  not in default of the Lease; (e) to Assignor’s knowledge, Landlord is not in default of the Lease,  and (f) subject to Section 4 below, Assignor has the power and authority and has received all  consents necessary to enter into, be bound by and perform under this Assignment. Assignee hereby  represents and warrants to Assignor that it has the power and authority to enter into, be bound by  and perform under this Assignment. Each of the foregoing representations and warranties by  Assignor and Assignee shall be deemed remade on the Delivery Date.  2. Assignment of Lease. Subject to the conditions set forth herein, effective as of the Delivery Date, Assignor hereby irrevocably and unconditionally grants, assigns, transfers, conveys  and delivers to Assignee all of its right, title and interest in the Lease.  As used herein, the term  “Delivery Date” shall mean the date that is five (5) business days following the date that ARE- SD Region No. 58, LLC, a Delaware limited liability company (the “New Premises Landlord”),  delivers to Assignor the premises located at 4224 Campus Point Drive, Suite 210, San Diego,  Exhibit 10.45 





 






241684614 v6      2    California (the “New Premises”) in the condition required under that certain lease agreement (the  “New Lease”) to be entered into between Assignor and the New Landlord (such date, the “New  Lease Delivery Date”).      3. Assumption of Lease. Subject to the conditions set forth herein, Assignee hereby  accepts such assignment of the Lease from Assignor and expressly assumes and agrees, as of the  Delivery Date, (a) to make all payments first accruing on and after the Delivery Date under the  Lease; (b) to be fully bound as tenant under the Lease; and (c) to observe, keep and faithfully  perform all other terms, covenants, obligations, stipulations and agreements as set forth in the  Lease to be made, observed and kept and performed by the “Tenant” under the Lease as therein  provided.    4. Assignment Contingent; Security Deposit; Preservation.     (a) Notwithstanding anything to the contrary contained in this Assignment, Assignor  and Assignee expressly acknowledge and agree that:    (i) this Assignment is subject to the prior written consent of Landlord (the  “Landlord Consent”), which consent shall be in a form reasonably acceptable to  all parties and shall, without limitation, include (A) a full release of Assignor from  all liability arising under the Lease from and after the Delivery Date, and (B) a  waiver by Landlord to any right to share in the Assignment Consideration. Assignor  hereby disclaims any representation or warranty, whether express or implied, to  Assignee that Assignor will obtain the consent of Landlord to this Assignment, but  Assignor shall use commercially reasonable efforts to obtain the Landlord Consent  from Landlord, and Assignee agrees to cooperate in all reasonable respects in  connection therewith. Assignee agrees to promptly provide any financial or other  information requested by Landlord pursuant to the Lease. If for any reason  whatsoever the Landlord Consent is not executed on or before the date that is sixty  (60) days after the Execution Date, time being of the essence, then, unless otherwise  agreed to by the parties in writing, this Assignment shall terminate, void ab initio,  and Assignor and Assignee shall enter into a sublease agreement for the Premises  on a form mutually agreed to by the parties, the effectiveness of which will likewise  be subject to the prior written consent of Landlord. Assignor shall pay any and all  amounts due under the Lease to Landlord in connection with this Assignment.    (ii) the effectiveness of this Assignment shall be subject to (A) Assignor  entering into the New Lease on terms and conditions acceptable to Assignor, in  Assignor’s sole and absolute discretion, and (B) the New Lease Delivery Date  occurring within one hundred fifty three (153) days following the execution of the  New Lease. Assignor shall give Assignee prompt written notice of the full  execution of the New Lease and at least thirty (30) days advance written notice of  the New Lease Delivery Date. In the event that condition (A) above is not satisfied  within sixty (60) days after the Execution Date, time being of the essence, then,  unless otherwise agreed to by the parties in writing, Assignor or Assignee shall  have the right to terminate this Assignment upon delivery of written notice to the  other party.  In the event that condition (B) above is not satisfied, (1) Assignee shall  





 






241684614 v6      3    have the right to terminate this Assignment upon delivery of written notice to  Assignor, or (B) Assignor shall have the right to terminate this Assignment upon  delivery of written notice to Assignee, but only if Assignor has also delivered to  New Premises Landlord a notice of termination of the New Lease; provided,  however, if either party does not elect to terminate this Assignment under such  condition (B) within nine (9) business days of the lapse of such one hundred fifty  three (153) day period, such right to terminate this Assignment due to the failure of  condition (B) to be met shall be waived.  Assignor shall have no liability whatsoever  to Assignee relating to or arising from Assignor’s inability or failure to cause this  condition to be satisfied.    (b) Assignor represents and warrants that Landlord holds a security deposit in the  amount of $34,000.00 (the “Security Deposit”). Assignee agrees, with Landlord’s Consent, to  replace such Security Deposit on the Delivery Date.    (c) Assignor covenants that (i) it will not terminate the Lease, (ii) it will not amend or  modify the Lease in any manner without the prior written consent of Assignee, which may be given  or withheld in Assignee’s sole and absolute discretion, and (iii) it will not fail to perform, prior to  the Delivery Date, any obligation under the Lease that would result in a default or termination  thereof.    5. Delivery of Premises. Subject to obtaining Landlord’s Consent, Assignor shall  vacate the Premises and deliver the same to Assignee on the Delivery Date. If Assignor cannot  deliver the Premises to Assignee on the Delivery Date in the condition required by this Section 5,  then the Delivery Date shall be delayed until such time as the Premises are so delivered; provided,  however, if the Delivery Date has not occurred within fifteen (15) business days following delivery  by the New Landlord of the New Premises to Assignor, then Assignee shall have the right, upon  written notice to Assignor, to terminate this Assignment.  Assignor shall deliver the Premises to  Assignee (a) in their as-is condition, with the lab areas of the Premises decommissioned in  accordance with Section 28 of the Lease, and (b) with all of the furniture, fixtures, and equipment  in the Premises identified on Exhibit B attached hereto and made a part hereof left therein (the  “FF&E”). Any furniture, fixtures, and equipment not identified on Exhibit B shall be removed  from the Premises by Assignor on or before the Delivery Date. All of the remaining FF&E shall  be conveyed to Assignor on the Delivery Date, pursuant to that certain Bill of Sale dated as of the  date hereof, attached hereto as Exhibit C.    6. Rent Payments. Commencing on the Delivery Date, Assignee shall pay all Rent  under the Lease, subject to and in accordance with the terms of the Lease. Assignor shall continue  to pay all Rent due or accruing under the Lease up to the day prior to the Delivery Date.    7. Indemnification.    (a) Assignor hereby agrees to indemnify Assignee against and hold Assignee harmless  from any and all cost, liability, loss, damage or expense (including, without limitation, attorneys’  fees, charges and expenses in the enforcement of this indemnity), arising out of or relating to events  occurring before the Delivery Date and arising out of Assignor’s rights and obligations as “Tenant”  





 






241684614 v6      4    under the Lease, Assignor’s breach of the Lease or Assignor’s use and occupancy of the Premises,  and/or this Assignment.    (b) Assignee hereby agrees to indemnify Assignor against and hold Assignor harmless  from any and all cost, liability, loss, damage or expense (including, without limitation, attorneys’  fees, charges and expenses in the enforcement of this indemnity), arising out of or relating to events  occurring (or alleged to have occurred) on and after the Delivery Date and arising out of Assignee’s  rights and obligations as “Tenant” under the Lease, Assignee’s breach of the Lease, Assignee’s  use and occupancy of the Premises, and/or this Assignment.    (c) The indemnities contained in this Section 7 shall survive the Delivery Date and the  termination of this Assignment.    8. Right to Cure. Within five (5) days after receipt, each party shall deliver to the other  party copies of any notices of default given or received by such party with respect to the Lease;  provided, however, that a copy of any notice of default for non-payment shall be provided  immediately. If Landlord agrees to release Assignor from liability under the Lease from and after  the Delivery Date, then no such notices shall be required to be given to Assignor.    (a) In the event Assignee defaults under the terms and conditions of this Assignment  or the terms and conditions of the Lease, and if Assignor remains liable therefor, Assignor shall  have the right (but not the obligation) to, without waiving or releasing Assignee from any  obligations thereof, do whatever Assignee is obligated to do under the terms of the Lease and this  Assignment (including accessing the Premises, during reasonable hours, upon reasonable prior  notice, to complete the same). Assignee agrees to reimburse Assignor on demand for any  reasonable out of pocket payment made by Assignor to cure such default including all costs or  expenses incurred by Assignor in effecting such compliance together with an amount equal to six  percent (6%) thereof for Assignor’s overhead.    (b) In the event Assignor defaults under the terms and conditions of this Assignment  or the terms and conditions of the Lease, Assignee shall have the right (but not the obligation) to,  without waiving or releasing Assignor from any obligations thereof, do whatever Assignor is  obligated to do under the terms of the Lease and this Assignment (including accessing the  Premises, during reasonable hours, upon reasonable prior notice, to complete the same). Assignor  agrees to reimburse Assignee on demand for any reasonable out of pocket payment made by  Assignee to cure such default including all costs or expenses incurred by Assignee in effecting  such compliance together with an amount equal to six percent (6%) thereof for Assignee’s  overhead.    9. Consideration. In consideration of the assignment set forth herein, Assignee shall  pay to the Assignor, upon the Delivery Date, the amount of Sixty Thousand and No/100 Dollars  ($60,000.00) (the “Assignment Consideration”). Any portion of the foregoing consideration due  to Landlord pursuant to the terms of the Lease shall be paid by Assignor.    10. Notices. All notices, requests, demands, instructions and other communication  required or permitted under this Assignment (“Notices”) shall be in writing and shall be given by  any of the following means: (a) certified or registered mail, postage prepaid, return receipt  





 






241684614 v6      5    requested; (b) commercial overnight courier or similar personal service that guarantees next day  delivery and provides a receipt, or (c) hand delivery, and any such Notice shall be addressed as  follows:    Assignor: Prior to the Delivery Date:      Regulus Therapeutics Inc.    10628 Science Center Drive, Ste. 225    San Diego, CA 92121    Attention: Lease Administrator    After the Delivery Date:    Regulus Therapeutics Inc.  4224 Campus Point Court, Suite 210  San Diego, CA 92121  Lease Administrator    Assignee: Turning Point Therapeutics, Inc.    10628 Science Center Drive, Ste. 200    San Diego, CA 92121    Attention: CFO      with a copy to:      Turning Point Therapeutics, Inc.    10628 Science Center Drive, Ste. 200    San Diego, CA 92121    Attention: Legal Department    Notices delivered personally or by certified mail, return receipt requested, will be effective  immediately upon receipt if delivery is confirmed by a delivery receipt (or refusal of delivery or  receipt); notices sent by overnight delivery will be effective on delivery if delivery is confirmed  by the delivery service. Either party to this Assignment may change the address for Notice  purposes to such other address as is specified by written notice delivered in accordance with the  provisions of this Section. Such notice of change of address shall be effective ten (10) days after  being delivered in conformance with the requirements for delivery under this Section.    11. Real Estate Commissions. Each party represents that it has not authorized any  broker or finder to act on its behalf in connection herewith, and that it has not dealt with any other  broker or finder purporting to act on behalf of any other party. Each party agrees to indemnify and  hold harmless the other from and against any and all claims, losses, damages, costs or expenses of  any kind or character arising out of or resulting from any agreement, arrangement or understanding  alleged to have been made by such party or on its behalf with any broker or finder in connection  with this Assignment. The indemnities contained in this Section shall survive the termination of  this Assignment.    





 






241684614 v6      6    12. Severability. If any term or provision of this Assignment or the application thereof  to any person or circumstances shall be to any extent invalid and unenforceable, the remainder of  this Assignment, or the application of such term or provision to persons or circumstances other  than those as to which it is invalid or unenforceable, shall not be affected thereby.    13. Entire Agreement. This Assignment sets forth the entire agreement between the  parties relating to the subject matter hereof and no amendment or modification of this Assignment  shall be binding or valid unless expressed in a writing executed by both parties hereto.    14. Captions. The captions, headings and section numbers contained in this Assignment  are for convenience of reference only and shall in no way be deemed to define, modify, limit,  enlarge or affect the meaning of the terms and conditions of this Assignment.    15. Binding Effect. All of the covenants, agreements, terms and conditions to be  observed and performed by the parties hereto shall inure to the benefit of, be applicable to and  binding upon their respective heirs, personal representatives, successors and assigns.    16. Governing Law. This Assignment shall be governed by and construed in  accordance with the laws of the State in which the Premises are located without giving effect to  the conflict of laws, rules or choice of laws or rules thereof.    17. Counterparts. This Assignment 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 Assignment 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 a paper  original of this Assignment had been delivered had been signed using a handwritten signature.  Assignor and Assignee (a) agree that an electronic signature, whether digital or encrypted, of a  party to this Assignment is intended to authenticate this writing and to have the same force and  effect as a manual signature, (b) intended 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, (c) are aware that the other party will reply on such signatures, and (d) hereby  waive any defenses to the enforcement of the terms of this Assignment based on the foregoing  forms of signature. If this Assignment 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.    18. Time of the Essence. Time is of the essence with respect to each term and provision  of this Assignment.    





 






241684614 v6      7    19.  Construction. No provision of this Assignment shall be construed by any judicial  authority against either Assignor or Assignee by reason of any such party being deemed to have  drafted or structured such provision.    20. Attorneys’ Fees. Except as otherwise expressly set forth in this Assignment, each  party shall pay its own costs and expenses incurred in connection with this Assignment and such  party’s performance under this Assignment; provided that, if any party institutes an action or  proceeding under this Assignment, the prevailing party shall be entitled to recover from the other  party the prevailing party’s reasonable costs and expenses in such action or proceeding, including  reasonable attorneys’ fees and court costs (but not to exceed the actual fees and costs incurred), at  trial and at all appellate levels and post judgment proceedings (regardless of whether the applicable  proceeding, demand, claim, action, cause of action, suit or appeal is voluntarily withdrawn or  dismissed).    21.  No Waiver.  No waiver of any term, covenant or condition of this Assignment shall  be binding unless executed in writing by the party entitled to the benefit of such term, covenant or  condition.  The waiver of any breach or default of any term, covenant or condition contained in  this Assignment shall not be deemed to be a waiver of any preceding or subsequent breach or  default of such term, covenant or condition or any other term, covenant or condition of this  Assignment.  Except as expressly provided in this Assignment, the rights and remedies under this  Assignment are in addition to and not exclusive of any other rights, remedies, powers and  privileges under this Assignment or available at law, in equity or otherwise.  No failure to exercise  or delay in exercising any right, remedy, power or privilege shall operate as a waiver thereof, and  no single or partial exercise of any right, remedy, power or privilege shall preclude the exercise of  any other right, remedy, power or privilege.        [Signature Page Follows] 





 






241684614 v6      Signature Page to Assignment and Assumption of Lease     IN WITNESS WHEREOF, this Assignment and Assumption of Lease has been executed  by the parties as of the date last set forth below (the “Execution Date”).      ASSIGNOR:    REGULUS THERAPEUTICS INC.,   a Delaware corporation    By: /s/ Joseph P. Hagan  Name: Joseph P. Hagan    Its: President and CEO  Date: February 11, 2021    ASSIGNEE:    TURNING POINT THERAPEUTICS, INC.,   a Delaware corporation    By: /s/ Yi Larson  Name: Yi Larson  Its: EVP & CFO  Date: February 11, 2021    





 






241684614 v6      Exhibit A    EXHIBIT A    LEASE      [To be attached.]          





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1     LEASE AGREEMENT  THIS LEASE AGREEMENT (this “Lease”) is made this 19th day of June, 2019, between ARE-SD  REGION NO. 44, LLC, a Delaware limited liability company (“Landlord”), and REGULUS THERAPEUTICS  INC., a Delaware corporation (“Tenant”).  Building: 10628 Science Center Drive, San Diego, California   Premises: That certain portion of the Building known as Suite 225, containing approximately  8,727 rentable square feet, as determined by Landlord, as shown on Exhibit A.  Project: The real property on which the Building in which the Premises are located, together  with all improvements thereon and appurtenances thereto as described on Exhibit B.  Base Rent: See Schedule of Base Rent attached hereto as Exhibit C  Rentable Area of Premises:  8,727 sq. ft.  Rentable Area of Building:  91,448 sq. ft.  Rentable Area of Project:  295,269 sq. ft.  Tenant’s Share of Operating Expenses of Building:  9.54%  Building’s Share of Project:  30.97%  Security Deposit:  $34,000    Target Commencement Date: July 1, 2019  Rent Adjustment Percentage:  3%  Base Term: Beginning on the Commencement Date and ending on December 31, 2021  Permitted Use: Research and development laboratory, manufacturing, and related office and other  related uses consistent with the character of the Project and otherwise in compliance  with the provisions of Section 7 hereof.  Address for Rent Payment: Landlord’s Notice Address:  Alexandria Real Estate Equities, Inc. 385 E. Colorado Boulevard, Suite 299  Dept. LA 23447 Pasadena, CA 91101  Pasadena, CA 91185-3447 Attention: Corporate Secretary  Tenant’s Notice Address:  10628 Science Center Drive, Suite 225  San Diego, California 92121  Attention:  Lease Administrator  The following Exhibits and Addenda are attached hereto and incorporated herein by this reference:  [X]  EXHIBIT A - PREMISES DESCRIPTION [X]  EXHIBIT B - DESCRIPTION OF PROJECT  [X]  EXHIBIT C - BASE RENT SCHEDULE [X]  EXHIBIT D - COMMENCEMENT DATE  [X]  EXHIBIT E - RULES AND REGULATIONS [X]  EXHIBIT F - TENANT’S PERSONAL PROPERTY  [X]  EXHIBIT G - MAINTENANCE OBLIGATIONS [X]  EXHIBIT H - CONTROL ZONES  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   1. Lease of Premises.  Upon and subject to all of the terms and conditions hereof,  Landlord hereby leases the Premises to Tenant and Tenant hereby leases the Premises from Landlord.   The portions of the Project which are for the non-exclusive use of tenants of the Project are collectively  referred to herein as the “Common Areas.”  Landlord reserves the right to modify Common Areas,  provided that such modifications do not materially adversely affect Tenant’s access to or use of the  Premises for the Permitted Use. From and after the Commencement Date through the expiration of the  Term, Tenant shall have access to the Building and the Premises 24 hours a day, 7 days a week, 365  days a year, except in the case of emergencies, as the result of Legal Requirements, the performance by  Landlord of any installation, maintenance or repairs, or any other temporary interruptions, and otherwise  subject to the terms of this Lease.  Commencing on the Commencement Date and continuing through the expiration or earlier  termination of the Term, Tenant shall have the right to use that certain storage space located in the  basement of the Building commonly known as storage unit SL1-003 (the “Storage Space”).  Tenant’s use  of the Storage Space is strictly limited to the storage of property of Tenant, and for no other purpose.   Tenant shall not store any Hazardous Materials in or around the Storage Space.  Tenant’s use of the  Storage Space shall be subject to all of the terms and conditions of this Lease as though the Storage  Space were a part of the Premises, except that Tenant shall not be required to pay Base Rent or  Operating Expenses with respect to the Storage Space.  2. Delivery; Acceptance of Premises; Commencement Date.  Landlord shall use  reasonable efforts to deliver exclusive possession of the Premises (“Delivery” or “Deliver”) to Tenant on  or before the Target Commencement Date.  If Landlord fails to timely Deliver the Premises, Landlord shall  not be liable to Tenant for any loss or damage resulting therefrom, and this Lease shall not be void or  voidable except as provided herein.  If Landlord does not Deliver the Premises within 90 days of the  Target Commencement Date for any reason other than Force Majeure delays, this Lease may be  terminated by Tenant by written notice to the Landlord, and if so terminated by Tenant:  (a) the Security  Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to which Landlord is entitled  under the provisions of this Lease), shall be returned to Tenant, and (b) neither Landlord nor Tenant shall  have any further rights, duties or obligations under this Lease, except with respect to provisions which  expressly survive termination of this Lease.  If Tenant does not elect to terminate this Lease within 10  business days of the lapse of such 90 day period, such right to terminate this Lease shall be waived and  this Lease shall remain in full force and effect.    The “Commencement Date” shall be the date Landlord Delivers the Premises to Tenant.  The  “Rent Commencement Date” shall be the date that is 3 months after the Commencement Date.  The  period commencing on the Commencement Date through the day immediately preceding the Rent  Commencement Date may be referred to herein as the “Abatement Period.”  Upon request of Landlord,  Tenant shall execute and deliver a written acknowledgment of the Commencement Date, the Rent  Commencement Date and the expiration date of the Term when such are established in the form of the  “Acknowledgement of Commencement Date” attached to this Lease as Exhibit D; provided, however,  Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder.   The “Term” of this Lease shall be the Base Term, as defined above on the first page of this Lease.  Notwithstanding anything to the contrary contained in this Lease, Tenant and Landlord  acknowledge and agree that the effectiveness of this Lease shall be subject to the following condition  precedent (“Condition Precedent”) having been satisfied:  Landlord shall have entered into a lease  termination agreement with respect to the Premises (“Termination Agreement”) and a new lease (“New  Lease”) for the space at the Project being surrendered by Tenant with Turning Point Therapeutics, Inc., a  Delaware corporation (“Turning Point”), the existing tenant of the Premises, which Termination Agreement  and New Lease shall be on terms and conditions acceptable to Landlord, in Landlord’s sole and absolute  discretion.  In the event that the Condition Precedent is not satisfied, Landlord shall have the right to  terminate this Lease upon delivery of written notice to Tenant.  Landlord shall have no liability whatsoever  to Tenant relating to or arising from Landlord’s inability or failure to cause the Condition Precedent to be  satisfied.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Except as otherwise expressly set forth in this Lease:  (i) Tenant shall accept the Premises in their  condition as of the Commencement Date; (ii) Landlord shall have no obligation for any defects in the  Premises; and (iii) Tenant’s taking possession of the Premises shall be conclusive evidence that Tenant  accepts the Premises.  Tenant shall have no right to occupy the Premises prior to the Commencement  Date pursuant to this Lease, however, Landlord hereby consents to Tenant accessing the Premises prior  to the Commencement Date pursuant to a separate written agreement between Tenant and Turning Point;  provided that Tenant may not make any alterations to the Premises prior to the Commencement Date  without Landlord’s prior written consent, which consent shall not be unreasonably withheld, conditioned or  delayed.  Nothing contained in this paragraph shall limit Landlord’s maintenance obligations under Section  13.  Tenant agrees and acknowledges that, except as otherwise expressly set forth in this Lease,  neither Landlord nor any agent of Landlord has made any representation or warranty with respect to the  condition of all or any portion of the Premises or the Project, and/or the suitability of the Premises or the  Project for the conduct of Tenant’s business, and Tenant waives any implied warranty that the Premises or  the Project are suitable for the Permitted Use.  This Lease constitutes the complete agreement of Landlord  and Tenant with respect to the subject matter hereof and supersedes any and all prior representations,  inducements, promises, agreements, understandings and negotiations which are not contained herein.   Landlord in executing this Lease does so in reliance upon Tenant’s representations, warranties,  acknowledgments and agreements contained herein.  3. Rent.  3.1 Base Rent.  Base Rent for the month in which the Rent Commencement occurs  shall be due and payable on delivery of an executed copy of this Lease to Landlord.  Tenant shall pay to  Landlord in advance, without demand, abatement, deduction or set-off, monthly installments of Base Rent  on or before the first day of each calendar month during the Term hereof after the Rent Commencement  Date, in lawful money of the United States of America, at the office of Landlord for payment of Rent set  forth above, or to such other person or at such other place as Landlord may from time to time designate  in writing.  Payments of Base Rent for any fractional calendar month shall be prorated.  The obligation of  Tenant to pay Base Rent and other sums to Landlord and the obligations of Landlord under this Lease  are independent obligations.  Tenant shall have no right at any time to abate, reduce, or set-off any Rent  (as defined in Section 5) due hereunder except for any abatement as may be expressly provided in this  Lease.   3.2 Additional Rent.  In addition to Base Rent, Tenant agrees to pay to Landlord as  additional rent (“Additional Rent”):  (i) commencing on the Commencement Date, Tenant’s Share of  “Operating Expenses” (as defined in Section 5), and (ii) any and all other amounts Tenant assumes or  agrees to pay under the provisions of this Lease, including, without limitation, any and all other sums that  may become due by reason of any default of Tenant or failure to comply with the agreements, terms,  covenants and conditions of this Lease to be performed by Tenant, after any applicable notice and cure  period.  4. Base Rent Adjustments.  Base Rent shall be increased during the Base Term pursuant  to the rent schedule set forth on Exhibit C.    5. Operating Expense Payments.  Landlord shall deliver to Tenant a written estimate of  Operating Expenses for each calendar year during the Term (the “Annual Estimate”), which may be  revised by Landlord from time to time during such calendar year.  Commencing on the Commencement  Date and continuing thereafter on the first day of each month of the Term, Tenant shall pay Landlord an  amount equal to 1/12th of Tenant’s Share of the Annual Estimate.  Payments for any fractional calendar  month shall be prorated.  The term “Operating Expenses” means all costs and expenses of any kind or description  whatsoever incurred or accrued each calendar year by Landlord with respect to the Building (including the  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Building’s Share of all costs and expenses of any kind or description incurred or accrued by Landlord with  respect to the Project which are not specific to the Building or any other building located in the Project)  (including, without duplication, (w) Taxes (as defined in Section 9), (x) the cost of capital repairs,  improvements and replacements but only to the extent (i) required in order to comply with Legal  Requirements; (ii) intended to reduce Operating Expenses, (iii) intended to maintain or improve the utility,  efficiency or capacity of the Building, any Building Systems or the Common Areas of the Project, and/or (iv)  triggered by Tenant’s particular use of the Premises or Tenant’s Alterations (collectively, the “Permitted  Capital Expenditures”), all of which shall be amortized over the lesser of 10 years and the useful life of  such capital items, (y) the cost (including, without limitation, any subsidies which Landlord may provide in  connection with the Project Amenities) of the common area amenities (the “Project Amenities”) now or  hereafter located at the Project which Project Amenities may include, without limitation, the Common Area  fitness center, cafe, conference center, bocce ball court, barbeque pits and ping pong, and (z) the costs of  Landlord’s third party property manager (not to exceed 3% of Base Rent) or, if there is no third party property  manager, administration rent in the amount of 3% of Base Rent (provided that during the Abatement Period,  Tenant shall nonetheless be required to pay administration rent each month equal to the amount of the  administration rent that Tenant would have been required to pay in the absence of there being an  Abatement Period)), excluding only:  5.1 the original design and/or construction costs of the Building or the Project, the  renovation of the Building or the Project prior to the date of this Lease, or costs of correcting defects in  such original construction or renovation of the Building or the Project;  5.2 the design and/or construction costs of the Project Amenities;  5.3 capital expenditures other than the Permitted Capital Expenditures;  5.4 interest, principal payments of Mortgage (as defined in Section 27) debts of  Landlord, financing costs and amortization of funds borrowed by Landlord, whether secured or unsecured  and all payments of base rent (but not taxes or operating expenses) under any ground lease or other  underlying lease of all or any portion of the Project;  5.5 depreciation of the Project (except for capital improvements amortized as  required pursuant to this Section 5, the cost of which are  includable in Operating Expenses);  5.6 advertising, legal and space planning expenses and leasing commissions and  other costs and expenses incurred in procuring and leasing space to tenants for the Project, including any  leasing office maintained in the Project, free rent, construction allowances and signage costs for tenants;  5.7 legal and other expenses incurred in the negotiation or enforcement of leases;  5.8 completing, fixturing, improving, renovating, painting, redecorating or other work,  which Landlord pays for or performs for other tenants within their premises, and costs of correcting  defects in such work;  5.9 costs to be reimbursed by other tenants of the Project or Taxes to be paid  directly by Tenant or other tenants of the Project, whether or not actually paid;  5.10 salaries, wages, benefits and other compensation paid to (i) personnel of  Landlord or its agents or contractors above the position of the person, regardless of title, who has day-to- day management responsibility for the Project or (ii) officers and employees of Landlord or its affiliates  who are not assigned in whole or in part to the operation, management, maintenance or repair of the  Project; provided, however, that with respect to any such person who does not devote substantially all of  his or her employed time to the Project, the salaries, wages, benefits and other compensation of such  person shall be prorated to reflect time spent on matters related to operating, managing, maintaining or  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   repairing the Project in comparison to the time spent on matters unrelated to operating, managing,  maintaining or repairing the Project;  5.11 general organizational, administrative and overhead costs relating to maintaining  Landlord’s existence, either as a corporation, partnership, or other entity, including general corporate,  legal and accounting expenses;  5.12 costs (including attorneys’ fees and costs of settlement, judgments and payments  in lieu thereof) incurred in connection with disputes with tenants, other occupants, or prospective tenants,  and costs and expenses, including legal fees, incurred in connection with negotiations or disputes with  employees, consultants, management agents, leasing agents, purchasers or mortgagees of the Building;  5.13 costs incurred by Landlord due to the violation by Landlord, its employees,  agents or contractors or any tenant of the terms and conditions of any lease of space in the Project or any  Legal Requirement (as defined in Section 7);  5.14 penalties, fines or interest incurred as a result of Landlord’s inability or failure  to  make payment of Taxes and/or to file any tax or informational returns when due, or from Landlord’s failure  to make any payment of Taxes, Utilities or other payments required to be made by Landlord hereunder  before delinquency;  5.15 overhead and profit increment paid to Landlord or to subsidiaries or affiliates of  Landlord for goods and/or services in or to the Project to the extent the same exceeds the costs of such  goods and/or services rendered by unaffiliated third parties on a competitive basis;  5.16 costs of Landlord’s charitable or political contributions, or of fine art maintained at  the Project;  5.17 costs in connection with services (including electricity), items or other benefits of  a type which are not standard for the Project and which are not available to Tenant without specific  charges therefor, but which are provided to another tenant or occupant of the Project, whether or not such  other tenant or occupant is specifically charged therefor by Landlord;  5.18 costs incurred in the sale or refinancing of the Project;  5.19 net income taxes of Landlord or the owner of any interest in the Project,  franchise, capital stock, gift, estate or inheritance taxes or any federal, state or local documentary taxes  imposed against the Project or any portion thereof or interest therein;   5.20 any bad debt loss, rent loss or reserves for bad debts or rent loss;  5.21 any costs incurred to remove, study, test or remediate Hazardous Materials in or  about the Building or the Project for which Tenant is not responsible under Section 30 hereof;  5.22 any expenses otherwise includable within Operating Expenses to the extent  actually reimbursed by insurance (or, if Landlord fails to maintain the insurance required to be carried by  Landlord pursuant to Section 17, would have been reimbursed by insurance required to be carried by  Landlord pursuant to Section 17);   5.23 reserves;   5.24 costs (excluding the Amenities Fee payable pursuant to Section 41 below)  relating to the Amenities (as such term is defined in Section 41); provided, however that Tenant shall be  responsible for the cost of any ancillary services or items payable by Tenant in connection with its use the  Amenities;  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   5.25 costs occasioned by condemnation;  5.26 long term rentals for equipment ordinarily considered to be of a capital nature if  such equipment is customarily leased in the operation of first class laboratory/office buildings in the San  Diego metropolitan area; and  5.27 any expenses otherwise includable within Operating Expenses to the extent  actually reimbursed by persons other than tenants of the Project under leases for space in the Project.   In addition, notwithstanding anything to the contrary contained in this Lease, Operating Expenses  incurred or accrued by Landlord with respect to any capital improvements which are reasonably expected  by Landlord to reduce overall Operating Expenses (for example, without limitation, by reducing energy  usage at the Project) (the “Energy Savings Costs”) shall be amortized over a period of years equal to  the least of (A) 10 years, (B) the useful life of such capital items, or (C) the quotient of (i) the Energy  Savings Costs, divided by (ii) the annual amount of Operating Expenses reasonably expected by  Landlord to be saved as a result of such capital improvements.  Within 90 days after the end of each calendar year (or such longer period as may be reasonably  required), Landlord shall furnish to Tenant a statement (an “Annual Statement”) showing in reasonable  detail:  (a) the total and Tenant’s Share of actual Operating Expenses for the previous calendar year, and  (b) the total of Tenant’s payments in respect of Operating Expenses for such year.  If Tenant’s Share of  actual Operating Expenses for such year exceeds Tenant’s payments of Operating Expenses for such year,  the excess shall be due and payable by Tenant as Rent within 30 days after delivery of such Annual  Statement to Tenant.  If Tenant’s payments of Operating Expenses for such year exceed Tenant’s Share  of actual Operating Expenses for such year Landlord shall pay the excess to Tenant within 30 days after  delivery of such Annual Statement or, at Tenant’s election, Landlord shall provide a credit in the amount of  the excess against the Base Rent next coming due under this Lease, except that after the expiration, or  earlier termination of the Term or if Tenant is delinquent in its obligation to pay Rent, Landlord shall pay the  excess to Tenant after deducting all other amounts due Landlord.  Landlord’s and Tenant’s obligations to  pay any overpayments or deficiencies due pursuant to this paragraph shall survive the expiration or earlier  termination of this Lease.  The Annual Statement shall be final and binding upon Tenant unless Tenant, within 90 days after  Tenant’s receipt thereof, shall contest any item therein by giving written notice to Landlord, specifying each  item contested and the reason therefor.  If, during such 90 day period, Tenant reasonably and in good faith  questions or contests the accuracy of Landlord’s statement of Tenant’s Share of Operating Expenses,  Landlord will provide Tenant with access to Landlord’s books and records relating to the operation of the  Project and such information as Landlord reasonably determines to be responsive to Tenant’s questions  (the “Expense Information”).  If after Tenant’s review of such Expense Information, Landlord and Tenant  cannot agree upon the amount of Tenant’s Share of Operating Expenses, then Tenant shall have the right  to have an independent public accounting firm selected by Tenant from among the 4 largest in the United  States, working pursuant to a fee arrangement other than a contingent fee (at Tenant’s sole cost and  expense) and approved by Landlord (which approval shall not be unreasonably withheld, conditioned or  delayed), audit and/or review the Expense Information for the year in question (the “Independent Review”).   The results of any such Independent Review shall be binding on Landlord and Tenant.  If the Independent  Review shows that the payments actually made by Tenant with respect to Operating Expenses for the  calendar year in question exceeded Tenant’s Share of Operating Expenses for such calendar year,  Landlord shall at Landlord’s option either (i) credit the excess amount to the next succeeding installments  of estimated Operating Expenses or (ii) pay the excess to Tenant within 30 days after delivery of such  statement, except that after the expiration or earlier termination of this Lease or if Tenant is delinquent in  its obligation to pay Rent, Landlord shall pay the excess to Tenant after deducting all other amounts due  Landlord.  If the Independent Review shows that Tenant’s payments with respect to Operating Expenses  for such calendar year were less than Tenant’s Share of Operating Expenses for the calendar year, Tenant  shall pay the deficiency to Landlord within 30 days after delivery of such statement.  If the Independent  Review shows that Tenant has overpaid with respect to Operating Expenses by more than 5% then  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Landlord shall reimburse Tenant for all costs incurred by Tenant for the Independent Review.  Operating  Expenses for the calendar years in which Tenant’s obligation to share therein begins and ends shall be  prorated.  Notwithstanding anything set forth herein to the contrary, if the Building is not at least 95%  occupied on average during any year of the Term, Tenant’s Share of Operating Expenses for such year  shall be computed as though the Building had been 95% occupied on average during such year.   “Tenant’s Share” shall be the percentage set forth on the first page of this Lease as Tenant’s Share  as reasonably adjusted by Landlord for changes in the physical size of the Premises or the Project occurring  thereafter.  Landlord may equitably increase Tenant’s Share for any item of expense or cost reimbursable  by Tenant that relates to a repair, replacement, or service that benefits only the Premises or only a portion  of the Project that includes the Premises or that varies with occupancy or use.  Base Rent, Tenant’s Share  of Operating Expenses and all other amounts payable by Tenant to Landlord hereunder are collectively  referred to herein as “Rent.”   6. Security Deposit.  Tenant shall deposit with Landlord, within 5 business days after the  mutual execution and delivery of this Lease by the parties, a security deposit (the “Security Deposit”) for  the performance of all of Tenant’s obligations hereunder in the amount set forth on page 1 of this Lease,  which Security Deposit shall be in the form of an unconditional and irrevocable letter of credit (the “Letter  of Credit”):  (i) in form and substance reasonably satisfactory to Landlord, (ii) naming Landlord as  beneficiary, (iii) expressly allowing Landlord to draw upon it at any time from time to time by delivering to  the issuer notice that Landlord is entitled to draw thereunder, (iv) issued by an FDIC-insured financial  institution reasonably satisfactory to Landlord, and (v) redeemable by presentation of a sight draft in the  State of California.  If Tenant does not provide Landlord with a substitute Letter of Credit complying with  all of the requirements hereof at least 10 days before the stated expiration date of any then current Letter  of Credit, Landlord shall have the right to draw the full amount of the current Letter of Credit and hold the  funds drawn in cash without obligation for interest thereon as the Security Deposit, which funds shall be  returned to Tenant within a reasonable period following Tenant’s delivery to Landlord of a substitute  Letter of Credit. The Security Deposit shall be held by Landlord as security for the performance of  Tenant’s obligations under this Lease.  The Security Deposit is not an advance rental deposit or a  measure of Landlord’s damages in case of Tenant’s default.  Upon each occurrence of a Default (as  defined in Section 20), Landlord may use all or any part of the Security Deposit to pay delinquent  payments due under this Lease, future rent damages under California Civil Code Section 1951.2, and the  cost of any damage, injury, expense or liability caused by such Default, without prejudice to any other  remedy provided herein or provided by law.  Landlord’s right to use the Security Deposit under this  Section 6 includes the right to use the Security Deposit to pay future rent damages following the  termination of this Lease pursuant to Section 21(c) below.  Upon any use of all or any portion of the  Security Deposit, Tenant shall pay Landlord within 10 days following written demand therefor from  Landlord the amount that will restore the Security Deposit to the amount set forth on Page 1 of this Lease.   Tenant hereby waives the provisions of any law, now or hereafter in force, including, without limitation,  California Civil Code Section 1950.7, which provide that Landlord may claim from a security deposit only  those sums reasonably necessary to remedy defaults in the payment of Rent, to repair damage caused  by Tenant or to clean the Premises, it being agreed that Landlord may, in addition, claim those sums  reasonably necessary to compensate Landlord for any other loss or damage, foreseeable or  unforeseeable, caused by the act or omission of Tenant or any officer, employee, agent or invitee of  Tenant.  Upon bankruptcy or other debtor-creditor proceedings against Tenant, the Security Deposit shall  be deemed to be applied first to the payment of Rent and other charges due Landlord for periods prior to  the filing of such proceedings.  If Tenant shall fully perform every provision of this Lease to be performed  by Tenant, the Security Deposit, or any balance thereof (i.e., after deducting therefrom all amounts to  which Landlord is entitled under the provisions of this Lease), shall be returned to Tenant (or, at  Landlord’s option, to the last assignee of Tenant’s interest hereunder) within 45 days after the expiration  or earlier termination of this Lease.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   If Landlord transfers its interest in the Project or this Lease, Landlord shall either (a) transfer any  Security Deposit then held by Landlord to a person or entity assuming, in writing, Landlord’s obligations  under this Section 6, or (b) return to Tenant any Security Deposit then held by Landlord and remaining  after the deductions permitted herein.  Upon such transfer to such transferee or the return of the Security  Deposit to Tenant, Landlord shall have no further obligation with respect to the Security Deposit, and  Tenant’s right to the return of the Security Deposit shall apply solely against Landlord’s transferee.  The  Security Deposit is not an advance rental deposit or a measure of Landlord’s damages in case of  Tenant’s default.  Landlord’s obligation respecting the Security Deposit is that of a debtor, not a trustee,  and no interest shall accrue thereon.   7. Use.  The Premises shall be used solely for the Permitted Use set forth in the basic lease  provisions on page 1 of this Lease, and in compliance with all laws, orders, judgments, ordinances,  regulations, codes, directives, permits, licenses, covenants and restrictions now or hereafter applicable to  the Premises, and to the use and occupancy thereof, including, without limitation, the Americans With  Disabilities Act, 42 U.S.C. § 12101, et seq. (together with the regulations promulgated pursuant thereto,  “ADA”) (collectively, “Legal Requirements” and each, a “Legal Requirement”).  Tenant shall, upon 5  days’ written notice from Landlord, discontinue any use of the Premises which is declared by any  Governmental Authority (as defined in Section 9) having jurisdiction to be a violation of a Legal  Requirement.  Tenant will not use or permit the Premises to be used for any purpose or in any manner  that would void Tenant’s or Landlord’s insurance, increase the insurance risk, or cause the disallowance  of any sprinkler or other credits.  Tenant shall not permit any part of the Premises to be used as a “place  of public accommodation”, as defined in the ADA or any similar legal requirement.  Tenant shall  reimburse Landlord within 5 business days’ written demand from Landlord for any additional premium  charged for any such insurance policy by reason of Tenant’s failure to comply with the provisions of this  Section or otherwise caused by Tenant’s use and/or occupancy of the Premises.  Tenant will use the  Premises in a careful, safe and proper manner and will not commit or permit waste, overload the floor or  structure of the Premises, subject the Premises to use that would damage the Premises or obstruct or  interfere with the rights of Landlord or other tenants or occupants of the Project, including conducting or  giving notice of any auction, liquidation, or going out of business sale on the Premises, or using or  allowing the Premises to be used for any unlawful purpose.  Tenant shall cause any equipment or  machinery to be installed in the Premises so as to reasonably prevent sounds or vibrations from the  Premises from extending into Common Areas, or other space in the Project.  Tenant shall not place any  machinery or equipment weighing 500 pounds or more in or upon the Premises or transport or move such  items through the Common Areas of the Project or in the Project elevators without the prior written  consent of Landlord.  Tenant shall not, without the prior written consent of Landlord, use the Premises in  any manner which will require ventilation, air exchange, heating, gas, steam, electricity or water beyond  the existing capacity of the Project as proportionately allocated to the Premises based upon Tenant’s  Share as usually furnished for the Permitted Use.  Landlord shall, as an Operating Expense (to the extent such Legal Requirement is generally  applicable to similar buildings in the area in which the Project is located) and at Tenant’s expense (to the  extent such Legal Requirement is triggered by reason of Tenant’s, as compared to other tenants of the  Project, particular use of the Premises or Tenant’s Alterations) make any alterations or modifications to the  Common Areas or the exterior of the Building that are required by Legal Requirements. Tenant, at its sole  expense, shall make any alterations or modifications to the interior of the Premises that are required by  Legal Requirements (including, without limitation, compliance of the Premises with the ADA) related to  Tenant’s particular use or occupancy of the Premises.  Notwithstanding any other provision herein to the  contrary, Tenant shall be responsible for any and all demands, claims, liabilities, losses, costs, expenses,  actions, causes of action, damages or judgments, and all reasonable expenses incurred in investigating or  resisting the same (including, without limitation, reasonable attorneys’ fees, charges and disbursements  and costs of suit) (collectively, “Claims”) arising out of or in connection with Legal Requirements related to  Tenant’s particular use or occupancy of the Premises or Tenant’s Alterations, and Tenant shall indemnify,  defend, hold and save Landlord harmless from and against any and all Claims arising out of or in connection  with any failure of the Premises to comply with any Legal Requirement related to Tenant’s particular use or  occupancy of the Premises or Tenant’s Alterations.   





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Tenant acknowledges that Landlord may, but shall not be obligated to, seek to obtain Leadership  in Energy and Environmental Design (LEED), WELL Building Standard, or other similar “green” certification  with respect to the Project and/or the Premises, and Tenant agrees, at no material cost to Tenant, to  reasonably cooperate with Landlord, and to provide such information and/or documentation as Landlord  may reasonably request, in connection therewith.  8. Holding Over.  If, with Landlord’s express written consent, Tenant retains possession of  the Premises after the termination of the Term, (i) unless otherwise agreed in such written consent, such  possession shall be subject to termination by Landlord at any time upon at least 5 days’ advance written  notice to Tenant, (ii) all of the other terms and provisions of this Lease (including, without limitation, the  adjustment of Base Rent pursuant to Section 4 hereof) shall remain in full force and effect (excluding any  expansion or renewal option or other similar right or option) during such holdover period, (iii) Tenant shall  continue to pay Base Rent in the amount payable upon the date of the expiration or earlier termination of  this Lease or such other amount as Landlord may indicate, in Landlord’s sole and absolute discretion, in  such written consent, and (iv) all other payments shall continue under the terms of this Lease.  If Tenant  remains in possession of the Premises after the expiration or earlier termination of the Term without the  express written consent of Landlord, (A) Tenant shall become a tenant at sufferance upon the terms of  this Lease except that the monthly rental shall be equal to (1) for the first 30 days of such holdover, 125%  of the Base Rent in effect during the last 30 days of the Term plus Operating Expenses, and (2)  thereafter, 150% of Base Rent in effect during the last 30 days of the Term plus Operating Expenses, and  (B) if such holdover continues in excess of 30 days, Tenant shall be responsible for all damages suffered  by Landlord resulting from or occasioned by Tenant’s holding over, including consequential damages;  provided, however, that if Tenant delivers a written inquiry to Landlord within 30 days prior to the  expiration or earlier termination of the Term, Landlord will notify Tenant whether the potential exists for  consequential damages.  No holding over by Tenant, whether with or without consent of Landlord, shall  operate to extend this Lease except as otherwise expressly provided, and this Section 8 shall not be  construed as consent for Tenant to retain possession of the Premises.  Acceptance by Landlord of Rent  after the expiration of the Term or earlier termination of this Lease shall not result in a renewal or  reinstatement of this Lease.  9. Taxes.  Landlord shall pay, as part of Operating Expenses, all taxes, levies, fees,  assessments and governmental charges of any kind, existing as of the Commencement Date or  thereafter enacted (collectively referred to as “Taxes”), imposed by any federal, state, regional, municipal,  local or other governmental authority or agency, including, without limitation, quasi-public agencies  (collectively, “Governmental Authority”) during the Term, including, without limitation, all Taxes:  (i)  imposed on or measured by or based, in whole or in part, on rent payable to (or gross receipts received  by) Landlord under this Lease and/or from the rental by Landlord of the Project or any portion thereof, or  (ii) based on the square footage, assessed value or other measure or evaluation of any kind of the  Premises or the Project, or (iii) assessed or imposed by or on the operation or maintenance of any portion  of the Premises or the Project, including parking, or (iv) assessed or imposed by, or at the direction of, or  resulting from Legal Requirements, or interpretations thereof, promulgated by any Governmental  Authority, or (v) imposed as a license or other fee, charge, tax, or assessment on Landlord’s business or  occupation of leasing space in the Project.  Landlord may contest by appropriate legal proceedings the  amount, validity, or application of any Taxes or liens securing Taxes.  Taxes shall not include any net  income, excess profits, franchise, gift, capital levy, capital stock, inheritance, succession, inheritance or  documentary transfer taxes imposed on Landlord except to the extent such taxes are in substitution for  any Taxes payable hereunder, nor shall Taxes include any fees, penalties or interest payable on account  of the late payment of any Taxes (except to the extent such late payment is the result of the late payment  of Additional Rent by Tenant).  If any such Tax is levied or assessed directly against Tenant, then Tenant  shall be responsible for and shall pay the same at such times and in such manner as the taxing authority  shall require.  Tenant shall pay, prior to delinquency, any and all Taxes levied or assessed against any  personal property or trade fixtures placed by Tenant in the Premises, whether levied or assessed against  Landlord or Tenant.  If any Taxes on Tenant’s personal property or trade fixtures are levied against  Landlord or Landlord’s property, or if the assessed valuation of the Project is increased by a value  attributable to improvements in or alterations to the Premises, whether owned by Landlord or Tenant and  whether or not affixed to the real property so as to become a part thereof, higher than the base valuation  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   on which Landlord from time-to-time allocates Taxes to all tenants in the Project, Landlord shall have the  right, but not the obligation, to pay such Taxes.  Landlord’s reasonable determination of any excess  assessed valuation shall be binding and conclusive, absent manifest error.  The amount of any such  payment by Landlord shall constitute Additional Rent due from Tenant to Landlord within 10 days  following written demand therefor from Landlord.  10. Parking.  Subject to all applicable Legal Requirements, Force Majeure, a Taking (as  defined in Section 19 below) and the exercise by Landlord of its rights hereunder, Tenant shall have the  right in common with other tenants of the Project to use 2.5 parking spaces per 1,000 rentable square  feet of the Premises, which parking spaces shall be located in those areas of the subterranean parking  garage located under the Building and the surface parking areas of the Project designated for non- reserved parking, subject in each case to Landlord’s rules and regulations.  Landlord shall not be  responsible for enforcing Tenant’s parking rights against any third parties, including other tenants of the  Project.  11. Utilities, Services. Landlord shall provide, subject to the terms of this Section 11, water,  electricity, HVAC, light, power, sewer, and other utilities (including gas and fire sprinklers to the extent the  Project is plumbed for such services), and, with respect to the Common Areas, refuse and trash collection  and janitorial services (collectively, “Utilities”).  Landlord shall pay, as Operating Expenses or subject to  Tenant’s reimbursement obligation, for all Utilities used on the Premises, all maintenance charges for  Utilities, and any storm sewer charges or other similar charges for Utilities imposed by any Governmental  Authority or Utility provider, and any taxes, penalties, surcharges or similar charges thereon.  Landlord  may cause, at Landlord’s expense, any Utilities to be separately metered or charged directly to Tenant by  the provider.  Tenant shall pay directly to the Utility provider, prior to delinquency, any separately metered  Utilities and services which may be furnished to Tenant or the Premises during the Term.  Tenant shall  pay, as part of Operating Expenses, its share of all charges for jointly metered Utilities based upon  consumption, as reasonably determined by Landlord.  No interruption or failure of Utilities, from any  cause whatsoever other than Landlord’s willful misconduct, shall result in eviction or constructive eviction  of Tenant, termination of this Lease or, except as otherwise provided in the immediately following  paragraph, the abatement of Rent.  Tenant agrees to limit use of water and sewer with respect to  Common Areas to normal restroom use.  Utilities shall be available to the Premises 24 hours per day, 7  days per week, except in the case of emergencies, as the result of Legal Requirements, the failure of any  Utility provider to provide such Utilities, the performance by Landlord or any Utility provider of any  installation, maintenance or repairs, or any other temporary interruptions.  Tenant shall be responsible for  obtaining and paying for its own janitorial services for the Premises.  Notwithstanding anything to the contrary set forth herein, if (i) a stoppage of an Essential Service  (as defined below) to the Premises shall occur and such stoppage is due solely to the gross negligence or  willful misconduct of Landlord and not due in any part to any act or omission on the part of Tenant or any  Tenant Party or any matter beyond Landlord’s reasonable control (any such stoppage of an Essential  Service being hereinafter referred to as a “Service Interruption”), and (ii) such Service Interruption  continues for more than 5 consecutive business days after Landlord shall have received written notice  thereof from Tenant, and (iii) as a result of such Service Interruption, the conduct of Tenant’s normal  operations in the Premises are materially and adversely affected, then there shall be an abatement of one  day’s Base Rent for each day during which such Service Interruption continues after such 5 business day  period; provided, however, that if any part of the Premises is reasonably useable for Tenant’s normal  business operations or if Tenant conducts all or any part of its operations in any portion of the Premises  notwithstanding such Service Interruption, then the amount of each daily abatement of Base Rent shall only  be proportionate to the nature and extent of the interruption of Tenant’s normal operations or ability to use  the Premises.  The rights granted to Tenant under this paragraph shall be Tenant’s sole and exclusive  remedy resulting from a failure of Landlord to provide services, and Landlord shall not otherwise be liable  for any loss or damage suffered or sustained by Tenant resulting from any failure or cessation of services.   For purposes hereof, the term “Essential Services” shall mean the following services:  HVAC service,  water, sewer and electricity, but in each case only to the extent that Landlord has an obligation to provide  same to Tenant under this Lease.    





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Landlord’s sole obligation for either providing emergency generators or providing emergency back- up power to Tenant shall be: (i) to provide  emergency generators with not less than the capacity of the  emergency generators serving the Building as of the Commencement Date, and (ii) to contract with a third  party to maintain the emergency generators as per the manufacturer’s standard maintenance guidelines.   Except as provided in the immediately preceding sentence, Landlord shall have no obligation to provide  Tenant with operational emergency generators or back-up power or to supervise, oversee or confirm that  the third party maintaining the emergency generators is maintaining the generators as per the  manufacturer’s standard guidelines or otherwise.  Landlord shall, upon written request from Tenant (not  more frequently than once per calendar year), make available for Tenant’s inspection the maintenance  contract and maintenance records for the emergency generators for the 12 month period immediately  preceding Landlord’s receipt of Tenant’s written request.  During any period of replacement, repair or  maintenance of the emergency generators when the emergency generators are not operational, including  any delays thereto due to the inability to obtain parts or replacement equipment, Landlord shall have no  obligation to provide Tenant with an alternative back-up generator or generators or alternative sources of  back-up power.  Tenant expressly acknowledges and agrees that Landlord does not guaranty that such  emergency generators will be operational at all times or that emergency power will be available to the  Premises when needed.    Tenant agrees to provide Landlord with access to Tenant’s water and/or energy usage data on a  monthly basis, either by providing Tenant’s applicable utility login credentials to Landlord’s Measurabl online  portal, or by another delivery method reasonably agreed to by Landlord and Tenant. The costs and  expenses incurred by Landlord in connection with receiving and analyzing such water and/or energy usage  data (including, without limitation, as may be required pursuant to applicable Legal Requirements) shall be  included as part of Operating Expenses.  12. Alterations and Tenant’s Property.  Any alterations, additions, or improvements made  to the Premises by or on behalf of Tenant, including additional locks or bolts of any kind or nature upon  any doors or windows in the Premises, but excluding installation, removal or realignment of furniture  systems (other than removal of furniture systems owned or paid for by Landlord) not involving any  modifications to the structure or connections (other than by ordinary plugs or jacks) to Building Systems  (as defined in Section 13) (“Alterations”) shall be subject to Landlord’s prior written consent, which may  be given or withheld in Landlord’s sole discretion if any such Alteration affects the structure or Building  Systems and shall not be otherwise unreasonably withheld, conditioned or delayed.  Tenant may  construct nonstructural, cosmetic Alterations in the Premises without Landlord’s prior approval if the  aggregate cost of all such work in any 12 month period does not exceed  $30,000 (a “Notice-Only  Alteration”), provided Tenant notifies Landlord in writing of such intended Notice-Only Alteration, and  such notice shall be accompanied by plans, specifications, work contracts and such other information  concerning the nature and cost of the Notice-Only Alteration as may be reasonably requested by  Landlord, which notice and accompanying materials shall be delivered to Landlord not less than 15  business days in advance of any proposed construction.  If Landlord approves any Alterations, Landlord  may impose such conditions on Tenant in connection with the commencement, performance and  completion of such Alterations as Landlord may deem appropriate in Landlord’s reasonable discretion.   Except for Notice-Only Alterations, any request for approval shall be in writing, delivered not less than 15  business days in advance of any proposed construction, and accompanied by plans, specifications, bid  proposals, work contracts and such other information concerning the nature and cost of the alterations as  may be reasonably requested by Landlord, including the identities and mailing addresses of all persons  performing work or supplying materials.  Landlord’s right to review plans and specifications and to monitor  construction shall be solely for its own benefit, and Landlord shall have no duty to ensure that such plans  and specifications or construction comply with applicable Legal Requirements.  Tenant shall cause, at its  sole cost and expense, all Alterations to comply with insurance requirements and with Legal  Requirements and shall implement at its sole cost and expense any alteration or modification required by  Legal Requirements as a result of any Alterations.  Tenant shall pay to Landlord, as Additional Rent, on  demand an amount equal to 5% of all charges incurred by Tenant or its contractors or agents in  connection with any Alteration to cover Landlord’s overhead and expenses for plan review, coordination,  scheduling and supervision; provided, however, that no fee shall be charged by Landlord in connection  with Notice-Only Alterations.  Before Tenant begins any Alteration, Landlord may post on and about the  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Premises notices of non-responsibility pursuant to applicable law.  Tenant shall reimburse Landlord for,  and indemnify and hold Landlord harmless from, any expense incurred by Landlord by reason of faulty  work done by Tenant or its contractors, delays caused by such work, or inadequate cleanup.  Tenant shall furnish security or make other arrangements reasonably satisfactory to Landlord to  assure payment for the completion of all Alterations work free and clear of liens, and shall provide (and  cause each contractor or subcontractor to provide) certificates of insurance for workers’ compensation and  other coverage in amounts and from an insurance company reasonably satisfactory to Landlord protecting  Landlord against liability for personal injury or property damage during construction.  Upon completion of  any Alterations, Tenant shall deliver to Landlord:  (i) sworn statements setting forth the names of all  contractors and subcontractors who did the work and final lien waivers from all such contractors and  subcontractors; and (ii) “as built” plans for any such Alteration, if the nature of such Alterations required  such plans.  Except for Removable Installations (as hereinafter defined), all Installations (as hereinafter defined)  shall be and shall remain the property of Landlord during the Term and following the expiration or earlier  termination of the Term, shall not be removed by Tenant at any time during the Term, and shall remain  upon and be surrendered with the Premises as a part thereof.  Notwithstanding the foregoing, Landlord  shall, if requested in writing by Tenant at the time its approval of any such Installation is requested, or at  the time it receives notice of a Notice-Only Alteration, notify Tenant whether Landlord requires that Tenant  remove such Installation upon the expiration or earlier termination of the Term, in which event Tenant shall  remove such Installation in accordance with the immediately succeeding sentence.  Upon the expiration or  earlier termination of the Term, Tenant shall remove (i) all wires, cables or similar equipment which Tenant  has installed in the Premises or in the risers or plenums of the Building, (ii) any Installations for which  Landlord has given Tenant notice of removal in accordance with the immediately preceding sentence, and  (iii) all of Tenant’s Property (as hereinafter defined), and Tenant shall restore and repair any damage  caused by or occasioned as a result of such removal, including, without limitation, capping off all such  connections behind the walls of the Premises and repairing any holes.  During any restoration period  beyond the expiration or earlier termination of the Term, Tenant shall pay Rent to Landlord as provided  herein as if said space were otherwise occupied by Tenant.  If Landlord is requested by Tenant or any  lender, lessor or other person or entity claiming an interest in any of Tenant’s Property to waive any lien  Landlord may have against any of Tenant’s Property, and Landlord consents to such waiver, then Landlord  shall be entitled to be paid as administrative rent a fee of $1,000 per occurrence for its time and effort in  preparing and negotiating such a waiver of lien.     For purposes of this Lease, (x) “Removable Installations” means any items listed on Exhibit F  attached hereto and any items agreed by Landlord in writing to be included on Exhibit F in the future  (which agreement by Landlord shall not be unreasonably withheld, conditioned or delayed), (y) ”Tenant’s  Property” means Removable Installations and, other than Installations, any personal property or  equipment of Tenant that may be removed without material damage to the Premises, and  (z) ”Installations” means all property of any kind paid for by Landlord, all Alterations, all fixtures, and all  partitions, hardware, built-in machinery, built-in casework and cabinets and other similar additions,  equipment, property and improvements built into the Premises so as to become an integral part of the  Premises, including, without limitation, fume hoods which penetrate the roof or plenum area, built-in cold  rooms, built-in warm rooms, walk-in cold rooms, walk-in warm rooms, deionized water systems, glass  washing equipment, autoclaves, chillers, built-in plumbing, electrical and mechanical equipment and  systems, and any power generator and transfer switch.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   13. Landlord’s Repairs.  Landlord shall, at Landlord’s sole expense (and not as an  Operating Expense), be responsible for capital repairs and replacements of the roof (not including the  roof membrane), exterior walls and foundation of the Building (“Structural Items”) unless the need for  such repairs or replacements is caused by Tenant or any Tenant Parties, in which case Tenant shall bear  the full cost to repair or replace such Structural Items.  Landlord shall, as an Operating Expense, be  responsible for the routine maintenance and repair of such Structural Items.  Landlord, as an Operating  Expense (except to the extent the cost thereof is excluded from Operating Expenses pursuant to Section  5 hereof), shall maintain, repair and replace the roof membrane and all of the exterior, parking and other  Common Areas of the Project, including HVAC, electrical, mechanical, plumbing, life safety systems  (including fire sprinklers), elevators and all other building systems serving the Premises and other  portions of the Project (collectively, “Building Systems”), in good repair, reasonable wear and tear and  uninsured losses and damages caused by Tenant, or by any of Tenant’s assignees, sublessees,  licensees, agents, servants, employees, invitees and contractors (or any of Tenant’s assignees,  sublessees and/or licensees respective agents, servants, employees, invitees and contractors)  (collectively, “Tenant Parties”) excluded.  Losses and damages caused by Tenant or any Tenant Party  shall be repaired by Landlord, to the extent not covered by insurance, at Tenant’s sole cost and expense.   Landlord reserves the right to temporarily stop Building Systems services when necessary (i) by reason of  accident or emergency, or (ii) for planned repairs, alterations or improvements, which are, in the  reasonable judgment of Landlord, desirable or necessary to be made, until said repairs, alterations or  improvements shall have been completed.  Landlord shall have no responsibility or liability for failure to  supply Building Systems services during any such period of interruption; provided, however, that Landlord  shall, except in case of emergency, make a commercially reasonable effort to give Tenant 24 hours  advance notice of any planned stoppage of Building Systems services for routine maintenance, repairs,  alterations or improvements.  Tenant shall promptly give Landlord written notice of any repair required by  Landlord pursuant to this Section 13 of which Tenant becomes aware, after which Landlord shall make a  commercially reasonable effort to effect such repair within a reasonable period.  Landlord shall use  reasonable efforts to minimize interference with Tenant’s operations in the Premises during such planned  stoppages of Building Systems.  Landlord shall not be liable for any failure to make any repairs or to  perform any maintenance unless such failure shall persist for an unreasonable time after Tenant’s written  notice of the need for such repairs or maintenance.  Tenant waives its rights under any state or local law  to terminate this Lease or to make such repairs at Landlord’s expense and agrees that the parties’  respective rights with respect to such matters shall be solely as set forth herein.  Repairs required as the  result of fire, earthquake, flood, vandalism, war, or similar cause of damage or destruction shall be  controlled by Section 18.  14. Tenant’s Repairs.  Subject to Section 13 hereof, Tenant, at its expense, shall repair,  replace and maintain in good condition all interior portions of the Premises, including, without limitation,  entries, doors, ceilings, interior windows, interior walls, and the interior side of demising walls.  Should  Tenant fail to make any such repair or replacement or fail to maintain the Premises as required under this  Section 14, Landlord shall give Tenant written notice of such failure.  If Tenant fails to commence cure of  such failure within 10 days of Landlord’s written notice, and thereafter diligently prosecute such cure to  completion, Landlord may perform such work and shall be reimbursed by Tenant within 10 days following  written  demand therefor; provided, however, that if such failure by Tenant creates or could create an  emergency, Landlord may immediately commence cure of such failure and shall thereafter be entitled to  recover the costs of such cure from Tenant.  Subject to Sections 17 and 18, Tenant shall bear the full  uninsured cost of any repair or replacement to any part of the Project that results from damage caused by  Tenant or any Tenant Party.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1    Notwithstanding anything to the contrary contained in this Lease, as of the Commencement Date,  the maintenance and repair obligations for the Premises shall be allocated between Landlord and Tenant  as set forth on Exhibit G attached hereto.  The maintenance obligations allocated to Tenant pursuant to  Exhibit G (the “Tenant Maintenance Obligations”) shall be performed by Tenant at Tenant’s sole cost  and expense.  The Tenant Maintenance Obligations shall include the procurement and maintenance of  contracts, in form and substance reasonably satisfactory to Landlord, with copies to Landlord upon  Landlord’s written request, for and with contractors reasonably acceptable to Landlord specializing and  experienced in the respective Tenant Maintenance Obligations. Notwithstanding anything to the contrary  contained herein, the scope of work of any such contracts entered into by Tenant pursuant to this  paragraph shall, at a minimum, comply with manufacturer’s recommended maintenance procedures for  the optimal performance of the applicable equipment.  Landlord shall, notwithstanding anything to the  contrary contained in this Lease, have no obligation to perform any Tenant Maintenance Obligations. The  Tenant Maintenance Obligations shall not include the right or obligation on the part of Tenant to make any  structural and/or capital repairs or improvements to the Project, and Landlord shall, during any period that  Tenant is responsible for the Tenant Maintenance Obligations, continue, as part of Operating Expenses,  to be responsible, as provided in the immediately preceding paragraph, for capital repairs and  replacements required to be made to the Project.  If Tenant fails to maintain any portion of the Premises  for which Tenant is responsible as part of the Tenant Maintenance Obligations in a manner reasonably  acceptable to Landlord within the requirements of this Lease, Landlord shall have the right, but not the  obligation, to provide Tenant with written notice thereof and to assume the Tenant Maintenance  Obligations if Tenant does not cure Tenant’s failure within 10 days after receipt of such notice.  15. Mechanic’s Liens.  Tenant shall discharge, by bond or otherwise, any mechanic’s lien  filed against the Premises or against the Project for work claimed to have been done for, or materials  claimed to have been furnished to, Tenant within 10 days after Tenant receives written notice of the filing  thereof, at Tenant’s sole cost and shall otherwise keep the Premises and the Project free from any liens  arising out of work performed, materials furnished or obligations incurred by Tenant.  Should Tenant fail  to discharge any lien described herein within the time period set forth above, Landlord shall have the  right, but not the obligation, to pay such claim or post a bond or otherwise provide security to eliminate  the lien as a claim against title to the Project and the cost thereof shall be immediately due from Tenant  as Additional Rent.  If Tenant shall lease or finance the acquisition of office equipment, furnishings, or  other personal property of a removable nature utilized by Tenant in the operation of Tenant’s business,  Tenant warrants that any Uniform Commercial Code Financing Statement filed as a matter of public  record by any lessor or creditor of Tenant will upon its face or by exhibit thereto indicate that such  Financing Statement is applicable only to removable personal property of Tenant located within the  Premises.  In no event shall the address of the Project be furnished on the statement without qualifying  language as to applicability of the lien only to removable personal property, located in an identified suite  held by Tenant.  16. Indemnification.  Tenant hereby indemnifies and agrees to defend, save and hold  Landlord, its officers, directors, employees, managers, agents, sub-agents, constituent entities and lease  signators (collectively, “Landlord Indemnified Parties”) harmless from and against any and all Claims for  injury or death to persons or damage to property occurring within or about the Premises or the Project  arising directly or indirectly out of use or occupancy of the Premises or the Project by Tenant or any  Tenant Parties (including, without limitation, any act, omission or neglect by Tenant or any Tenant’s  Parties in or about the Premises or at the Project) or the a breach or default by Tenant in the performance  of any of its obligations hereunder, except to the extent caused by the willful misconduct or gross  negligence of Landlord Indemnified Parties.  Landlord shall not be liable to Tenant for, and Tenant  assumes all risk of damage to, personal property (including, without limitation, loss of records kept within  the Premises).  Tenant further waives any and all Claims for injury to Tenant’s business or loss of income  relating to any such damage or destruction of personal property (including, without limitation, any loss of  records).  Landlord Indemnified Parties shall not be liable for any damages arising from any act, omission  or neglect of any tenant in the Project or of any other third party or Tenant Parties.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   17. Insurance.  Landlord shall maintain all risk property and, if applicable, sprinkler damage  insurance covering the full replacement cost of the Project.  Landlord shall further procure and maintain  commercial general liability insurance with a single loss limit of not less than $2,000,000 for bodily injury  and property damage with respect to the Project.  Landlord may, but is not obligated to, maintain such  other insurance and additional coverages as it may deem necessary, including, but not limited to, flood,  environmental hazard and earthquake, loss or failure of building equipment, errors and omissions, rental  loss during the period of repair or rebuilding, workers’ compensation insurance and fidelity bonds for  employees employed to perform services and insurance for any improvements installed by Tenant or  which are in addition to the standard improvements customarily furnished by Landlord without regard to  whether or not such are made a part of the Project.  All such insurance shall be included as part of the  Operating Expenses.  The Project may be included in a blanket policy (in which case the cost of such  insurance allocable to the Project will be determined by Landlord based upon the insurer’s cost  calculations).  Tenant shall also reimburse Landlord for any increased premiums or additional insurance  which Landlord can substantiate as resulting from Tenant’s particular use of the Premises.    Tenant, at its sole cost and expense, shall maintain during the Term:  all risk property insurance  with business interruption and extra expense coverage, covering the full replacement cost of all property  and improvements installed or placed in the Premises by Tenant at Tenant’s expense; workers’  compensation insurance with no less than the minimum limits required by law; employer’s liability insurance  with employers liability limits of $1,000,000 bodily injury by accident – each accident, $1,000,000 bodily  injury by disease – policy limit, and $1,000,000 bodily injury by disease – each employee; and commercial  general liability insurance, with a minimum limit of not less than $4,000,000 per occurrence for bodily injury  and property damage with respect to the Premises.  The commercial general liability insurance maintained  by Tenant shall name Alexandria Real Estate Equities, Inc., and Landlord, its officers, directors, employees,  managers, agents, sub-agents, constituent entities and lease signators (collectively, “Landlord Insured  Parties”), as additional insureds; insure on an occurrence and not a claims-made basis; be issued by  insurance companies which have a rating of not less than policyholder rating of A and financial category  rating of at least Class X in “Best’s Insurance Guide”; shall not be cancelable for nonpayment of premium  unless 30 days prior written notice shall have been given to Landlord from the insurer; not contain a hostile  fire exclusion; contain a contractual liability endorsement; and provide primary coverage to Landlord Insured  Parties (any policy issued to Landlord Insured Parties providing duplicate or similar coverage shall be  deemed excess over Tenant’s policies, regardless of limits). Copies of such policies (if requested  by  Landlord), or certificates of insurance showing the limits of coverage required hereunder and showing  Landlord as an additional insured, along with reasonable evidence of the payment of premiums for the  applicable period, shall be delivered to Landlord by Tenant prior to (i) the earlier to occur of  (x) the  Commencement Date, or (y) the date that Tenant accesses the Premises under this Lease, and (ii) each  renewal of said insurance.  Tenant’s policy may be a “blanket policy” with an aggregate per location  endorsement which specifically provides that the amount of insurance shall not be prejudiced by other  losses covered by the policy.  Tenant shall, prior to the expiration of such policies, furnish Landlord with  renewal certificates.  In each instance where insurance is to name Landlord as an additional insured, Tenant shall upon  written request of Landlord also designate and furnish certificates so evidencing Landlord as additional  insured to:  (i) any lender of Landlord holding a security interest in the Project or any portion thereof, (ii) the  landlord under any lease wherein Landlord is tenant of the real property on which the Project is located, if  the interest of Landlord is or shall become that of a tenant under a ground or other underlying lease rather  than that of a fee owner, and/or (iii) any management company retained by Landlord to manage the Project.  The property insurance obtained by Landlord and Tenant shall include a waiver of subrogation by  the insurers and all rights based upon an assignment from its insured, against Landlord or Tenant, and their  respective officers, directors, employees, managers, agents, invitees and contractors (“Related Parties”),  in connection with any loss or damage thereby insured against.  Neither party nor its respective Related  Parties shall be liable to the other for loss or damage caused by any risk insured against under property  insurance required to be maintained hereunder, and each party waives any claims against the other party,  and its respective Related Parties, for such loss or damage.  The failure of a party to insure its property  shall not void this waiver.  Landlord and its respective Related Parties shall not be liable for, and Tenant  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   hereby waives all claims against such parties for, business interruption and losses occasioned thereby  sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in  or upon the Premises or the Project from any cause whatsoever.  If the foregoing waivers shall contravene  any law with respect to exculpatory agreements, the liability of Landlord or Tenant shall be deemed not  released but shall be secondary to the other’s insurer.  Landlord may require insurance policy limits to be raised to conform with requirements of Landlord’s  lender and/or to bring coverage limits to levels then being generally required of new tenants within the  Project; provided, however, that the increased amount of coverage is consistent with coverage amounts  then being required by institutional owners of similar projects with tenants occupying similar size premises  in the geographical area in which the Project is located.  18. Restoration.  If, at any time during the Term, the Project or the Premises are damaged  or destroyed by a fire or other insured casualty, Landlord shall notify Tenant in writing within 45 days after  discovery of such damage as to the amount of time Landlord reasonably estimates it will take to restore  the Project or the Premises, as applicable (the “Restoration Period”).  If the Restoration Period is  estimated to exceed 9 months (the “Maximum Restoration Period”), Landlord may, in such notice, elect  to terminate this Lease as of the date that is 75 days after the date of discovery of such damage or  destruction; provided, however, that notwithstanding Landlord’s election to restore, Tenant may elect to  terminate this Lease by written notice to Landlord delivered within 5 business days of receipt of a notice  from Landlord estimating a Restoration Period for the Premises longer than the Maximum Restoration  Period.  Unless either Landlord or Tenant so elects to terminate this Lease, Landlord shall, subject to  receipt of sufficient insurance proceeds (with any deductible to be treated as a current Operating  Expense), promptly restore the Premises (excluding the improvements installed by Tenant or by Landlord  and paid for by Tenant), subject to delays arising from the collection of insurance proceeds, from Force  Majeure events or as needed to obtain any license, clearance or other authorization of any kind required  to enter into and restore the Premises issued by any Governmental Authority having jurisdiction over the  use, storage, handling, treatment, generation, release, disposal, removal or remediation of Hazardous  Materials (as defined in Section 30) in, on or about the Premises (collectively referred to herein as  “Hazardous Materials Clearances”); provided, however, that if repair or restoration of the Premises is  not substantially complete as of the end of the Maximum Restoration Period or, if longer, the Restoration  Period, Landlord may, in its sole and absolute discretion, elect not to proceed with such repair and  restoration or Tenant may by written notice to Landlord delivered within 5 business days of the expiration  of the Maximum Restoration Period or, if longer, the Restoration Period, elect to terminate this Lease, in  which event Landlord and Tenant shall be relieved of their respective obligations hereunder obligation to  make such repairs or restoration and this Lease shall terminate as of the date that is 75 days after the  later of:  (i) discovery of such damage or destruction, or (ii) the date all required Hazardous Materials  Clearances are obtained, but Landlord shall retain any Rent paid and the right to any Rent payable by  Tenant prior to such election by Landlord or Tenant.  Tenant, at its expense, shall promptly perform, subject to delays arising from the collection of  insurance proceeds, from Force Majeure (as defined in Section 34) events or to obtain Hazardous Material  Clearances, all repairs or restoration not required to be done by Landlord.  Notwithstanding the foregoing,  either Landlord or Tenant may terminate this Lease upon written notice to the other if the Premises are  damaged during the last year of the Term and Landlord reasonably estimates that it will take more than 2  months to repair such damage; provided, however, that such notice is delivered within 10 business days  after the date that Landlord provides Tenant with written notice of the estimated Restoration Period.   Notwithstanding anything to the contrary contained herein, Landlord shall also have the right to terminate  this Lease if insurance proceeds are not available for such restoration (for any reason other than Landlord’s  failure to maintain the insurance required to be maintained by Landlord pursuant to Section 17).  Rent shall  be abated from the date all required Hazardous Material Clearances are obtained until the Premises are  repaired and restored, in the proportion which the area of the Premises, if any, which is not usable by  Tenant bears to the total area of the Premises, unless Landlord provides Tenant with other space during  the period of repair that is suitable, in Tenant’s reasonable discretion, for the temporary conduct of Tenant’s  business.  In the event that no Hazardous Material Clearances are required to be obtained by Tenant with  respect to the Premises, rent abatement shall commence on the date of discovery of the damage or  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   destruction. Such abatement shall be the sole remedy of Tenant, and except as provided in this Section  18, Tenant waives any right to terminate the Lease by reason of damage or casualty loss.   The provisions of this Lease, including this Section 18, constitute an express agreement between  Landlord and Tenant with respect to any and all damage to, or destruction of, all or any part of the  Premises, or any other portion of the Project, and any statute or regulation which is now or may hereafter  be in effect shall have no application to this Lease or any damage or destruction to all or any part of the  Premises or any other portion of the Project, the parties hereto expressly agreeing that this Section 18  sets forth their entire understanding and agreement with respect to such matters.  19. Condemnation.  If the whole or any material part of the Premises or the Project is taken  for any public or quasi-public use under governmental law, ordinance, or regulation, or by right of eminent  domain, or by private purchase in lieu thereof (a “Taking” or “Taken”), and the Taking would in Landlord’s  reasonable judgment, materially interfere with or impair Landlord’s ownership or operation of the Project  or would in the reasonable judgment of Landlord and Tenant either prevent or materially interfere with  Tenant’s use of the Premises (as resolved, if the parties are unable to agree, by arbitration by a single  arbitrator with the qualifications and experience appropriate to resolve the matter and appointed pursuant  to and acting in accordance with the rules of the American Arbitration Association), then upon written  notice by Landlord or Tenant to the other this Lease shall terminate and Rent shall be apportioned as of  said date.  If part of the Premises shall be Taken, and this Lease is not terminated as provided above,  Landlord shall promptly restore the Premises and the Project as nearly as is commercially reasonable  under the circumstances to their condition prior to such partial Taking and the rentable square footage of  the Building, the rentable square footage of the Premises, Tenant’s Share of Operating Expenses and the  Rent payable hereunder during the unexpired Term shall be reduced to such extent as may be fair and  reasonable under the circumstances.  Upon any such Taking, Landlord shall be entitled to receive the  entire price or award from any such Taking without any payment to Tenant, and Tenant hereby assigns to  Landlord Tenant’s interest, if any, in such award.  Tenant shall have the right, to the extent that same  shall not diminish Landlord’s award, to make a separate claim against the condemning authority (but not  Landlord) for such compensation as may be separately awarded or recoverable by Tenant for moving  expenses and damage to Tenant’s trade fixtures, if a separate award for such items is made to Tenant.   Tenant hereby waives any and all rights it might otherwise have pursuant to any provision of state law to  terminate this Lease upon a partial Taking of the Premises or the Project.  20. Events of Default.  Each of the following events shall be a default (“Default”) by Tenant  under this Lease:  20.1 Payment Defaults.  Tenant shall fail to pay any installment of Rent or any other  payment hereunder when due; provided, however, that Landlord will give Tenant notice and an  opportunity to cure any failure to pay Rent within 3 days of any such notice not more than once in any 12  month period and Tenant agrees that such notice shall be in lieu of and not in addition to, or shall be  deemed to be, any notice required by law.  20.2 Insurance.  Any insurance required to be maintained by Tenant pursuant to this  Lease shall be canceled or terminated or shall expire or shall be reduced or materially changed, or  Landlord shall receive a notice of nonrenewal of any such insurance and Tenant shall fail to obtain  replacement insurance before the expiration of the current coverage.  20.3 Abandonment.  Tenant shall abandon the Premises.  Tenant shall not be  deemed to have abandoned the Premises if Tenant provides Landlord with reasonable advance notice  prior to vacating and, at the time of vacating the Premises, (i) Tenant completes Tenant’s obligations  under the Decommissioning and HazMat Closure Plan in compliance with Section 28, (ii) Tenant has  obtained the release of the Premises of all Hazardous Materials Clearances and the Premises are free  from any residual impact from the Tenant HazMat Operations and provides reasonably detailed  documentation to Landlord confirming such matters, (iii) Tenant has made reasonable arrangements with  Landlord for the security of the Premises for the balance of the Term, and (iv) Tenant continues during  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   the balance of the Term to satisfy and perform all of Tenant’s obligations under this Lease as they come  due.  20.4 Improper Transfer.  Tenant shall assign, sublease or otherwise transfer or  attempt to transfer all or any portion of Tenant’s interest in this Lease or the Premises except as  expressly permitted herein, or Tenant’s interest in this Lease shall be attached, executed upon, or  otherwise judicially seized and such action is not released within 90 days of the action.  20.5 Liens.  Tenant shall fail to discharge or otherwise obtain the release of any lien  placed upon the Premises in violation of this Lease within 10 days after any such lien is filed against the  Premises.  20.6 Insolvency Events.  Tenant or any guarantor or surety of Tenant’s obligations  hereunder shall:  (A) make a general assignment for the benefit of creditors; (B) commence any case,  proceeding or other action seeking to have an order for relief entered on its behalf as a debtor or to  adjudicate it a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, liquidation,  dissolution or composition of it or its debts or seeking appointment of a receiver, trustee, custodian or  other similar official for it or for all or of any substantial part of its property (collectively a “Proceeding for  Relief”); (C) become the subject of any Proceeding for Relief which is not dismissed within 90 days of its  filing or entry; or (D) die or suffer a legal disability (if Tenant, guarantor, or surety is an individual) or be  dissolved or otherwise fail to maintain its legal existence (if Tenant, guarantor or surety is a corporation,  partnership or other entity).  20.7 Estoppel Certificate or Subordination Agreement.  Tenant fails to execute  any document required from Tenant under Sections 23 or 27 within 5 days after a second notice  requesting such document.  20.8 Other Defaults.  Tenant shall fail to comply with any provision of this Lease  other than those specifically referred to in this Section 20, and, except as otherwise expressly provided  herein, such failure shall continue for a period of 30 days after written notice thereof from Landlord to  Tenant.  Any notice given under Section 20(h) hereof shall:  (i) specify the alleged default, (ii) demand that Tenant  cure such default, (iii) be in lieu of, and not in addition to, or shall be deemed to be, any notice required  under any provision of applicable law, and (iv) not be deemed a forfeiture or a termination of this Lease  unless Landlord elects otherwise in such notice; provided that if the nature of Tenant’s default pursuant to  Section 20(h) is such that it cannot be cured by the payment of money and reasonably requires more than  30 days to cure, then Tenant shall not be deemed to be in default if Tenant commences such cure within  said 30 day period and thereafter diligently prosecutes the same to completion; provided, however, that  such cure shall be completed no later than 60 days from the date of Landlord’s notice.  21. Landlord’s Remedies.  21.1 Payment By Landlord; Interest.  Upon a Default by Tenant hereunder,  Landlord may, without waiving or releasing any obligation of Tenant hereunder, make such payment or  perform such act.  All sums so paid or incurred by Landlord, together with interest thereon, from the date  such sums were paid or incurred, at the annual rate equal to 12% per annum or the highest rate permitted  by law (the “Default Rate”), whichever is less, shall be payable to Landlord on demand as Additional  Rent.  Nothing herein shall be construed to create or impose a duty on Landlord to mitigate any damages  resulting from Tenant’s Default hereunder.  21.2 Late Payment Rent.  Late payment by Tenant to Landlord of Rent and other  sums due will cause Landlord to incur costs not contemplated by this Lease, the exact amount of which  will be extremely difficult and impracticable to ascertain.  Such costs include, but are not limited to,  processing and accounting charges and late charges which may be imposed on Landlord under any  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Mortgage covering the Premises.  Therefore, if any installment of Rent due from Tenant is not received by  Landlord within 5 days after the date such payment is due, Tenant shall pay to Landlord an additional  sum equal to 6% of the overdue Rent as a late charge.  Notwithstanding the foregoing, before assessing  a late charge the first time in any calendar year, Landlord shall provide Tenant written notice of the  delinquency and will waive the right if Tenant pays such delinquency within 5 days thereafter. The parties  agree that this late charge represents a fair and reasonable estimate of the costs Landlord will incur by  reason of late payment by Tenant.  In addition to the late charge, Rent not paid when due shall bear  interest at the Default Rate from the 5th day after the date due until paid.  21.3 Remedies.  Upon the occurrence of a Default, Landlord, at its option, without  further notice or demand to Tenant, shall have in addition to all other rights and remedies provided in this  Lease, at law or in equity, the option to pursue any one or more of the following remedies, each and all of  which shall be cumulative and nonexclusive, without any notice or demand whatsoever.  (a) Terminate this Lease, or at Landlord’s option, Tenant’s right to  possession only, in which event Tenant shall immediately surrender the Premises to Landlord, and if  Tenant fails to do so, Landlord may, without prejudice to any other remedy which it may have for  possession or arrearages in rent, enter upon and take possession of the Premises and expel or remove  Tenant and any other person who may be occupying the Premises or any part thereof, without being  liable for prosecution or any claim or damages therefor;  (b) Upon any termination of this Lease, whether pursuant to the foregoing  Section 21(c)(i) or otherwise, Landlord may recover from Tenant the following:  (i) The worth at the time of award of any unpaid rent which has  been earned at the time of such termination; plus  (ii) The worth at the time of award of the amount by which the  unpaid rent which would have been earned after termination until the time of award exceeds the amount  of such rental loss that Tenant proves could have been reasonably avoided; plus  (iii) The worth at the time of award of the amount by which the  unpaid rent for the balance of the Term after the time of award exceeds the amount of such rental loss  that Tenant proves could have been reasonably avoided; plus  (iv) Any other amount necessary to compensate Landlord for all the  detriment proximately caused by Tenant’s failure to perform its obligations under this Lease or which in  the ordinary course of things would be likely to result therefrom, specifically including, but not limited to,  brokerage commissions and advertising expenses incurred, expenses of remodeling the Premises or any  portion thereof for a new tenant, whether for the same or a different use, and any special concessions  made to obtain a new tenant; and  (v) At Landlord’s election, such other amounts in addition to or in  lieu of the foregoing as may be permitted from time to time by applicable law.  The term “rent” as used in this Section 21 shall be deemed to be and to mean all sums of every nature  required to be paid by Tenant pursuant to the terms of this Lease, whether to Landlord or to others.  As  used in Sections 21(c)(ii)(A) and (B), above, the “worth at the time of award” shall be computed by  allowing interest at the Default Rate.  As used in Section 21(c)(ii)(C) above, the “worth at the time of  award” shall be computed by discounting such amount at the discount rate of the Federal Reserve Bank  of San Francisco at the time of award plus 1%.  (c) Landlord may continue this Lease in effect after Tenant’s Default and  recover rent as it becomes due (Landlord and Tenant hereby agreeing that Tenant has the right to sublet  or assign hereunder, subject only to reasonable limitations).  Accordingly, if Landlord does not elect to  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   terminate this Lease following a Default by Tenant, Landlord may, from time to time, without terminating  this Lease, enforce all of its rights and remedies hereunder, including the right to recover all Rent as it  becomes due.  (d) Whether or not Landlord elects to terminate this Lease following a  Default by Tenant, Landlord shall have the right to terminate any and all subleases, licenses, concessions  or other consensual arrangements for possession entered into by Tenant and affecting the Premises or  may, in Landlord’s sole discretion, succeed to Tenant’s interest in such subleases, licenses, concessions  or arrangements.  Upon Landlord’s election to succeed to Tenant’s interest in any such subleases,  licenses, concessions or arrangements, Tenant shall, as of the date of notice by Landlord of such  election, have no further right to or interest in the rent or other consideration receivable thereunder.  (e) Independent of the exercise of any other remedy of Landlord hereunder  or under applicable law, Landlord may conduct an environmental test of the Premises as generally  described in Section 30(d) hereof, at Tenant’s expense.  21.4 Effect of Exercise.  Exercise by Landlord of any remedies hereunder or  otherwise available shall not be deemed to be an acceptance of surrender of the Premises and/or a  termination of this Lease by Landlord, it being understood that such surrender and/or termination can be  effected only by the express written agreement of Landlord and Tenant.  Any law, usage, or custom to the  contrary notwithstanding, Landlord shall have the right at all times to enforce the provisions of this Lease  in strict accordance with the terms hereof; and the failure of Landlord at any time to enforce its rights  under this Lease strictly in accordance with same shall not be construed as having created a custom in  any way or manner contrary to the specific terms, provisions, and covenants of this Lease or as having  modified the same and shall not be deemed a waiver of Landlord’s right to enforce one or more of its  rights in connection with any subsequent default.  A receipt by Landlord of Rent or other payment with  knowledge of the breach of any covenant hereof shall not be deemed a waiver of such breach, and no  waiver by Landlord of any provision of this Lease shall be deemed to have been made unless expressed  in writing and signed by Landlord.  Following a Default by Tenant under this Lease, to the greatest extent  permitted by law, Tenant waives the service of notice of Landlord’s intention to re-enter, re-take or  otherwise obtain possession of the Premises as provided in any statute, or to institute legal proceedings  to that end, and also waives all right of redemption in case Tenant shall be dispossessed by a judgment  or by warrant of any court or judge.  Any reletting of the Premises or any portion thereof shall be on such  terms and conditions as Landlord in its sole discretion may determine.  Landlord shall not be liable for,  nor shall Tenant’s obligations hereunder be diminished because of, Landlord’s failure to relet the  Premises or collect rent due in respect of such reletting or otherwise to mitigate any damages arising by  reason of Tenant’s Default.  Notwithstanding any contrary provision of this Lease, neither party shall be  liable to the other party for any consequential damages arising under this Lease; provided that this  sentence shall not apply to Landlord’s damages (x) as expressly provided for in Section 8, and/or (y) in  connection with Tenant’s obligations as more fully set forth in Section 30.  In no event shall the foregoing  limit the damages to which Landlord is entitled under this Section 21(c)(ii)(A)-(D).  22. Assignment and Subletting.  22.1 General Prohibition.  Without Landlord’s prior written consent subject to and on  the conditions described in this Section 22 (including the terms of Section 22(b) below), Tenant shall not,  directly or indirectly, voluntarily or by operation of law, assign this Lease or sublease the Premises or any  part thereof or mortgage, pledge, or hypothecate its leasehold interest or grant any concession or license  within the Premises, and any attempt to do any of the foregoing shall be void and of no effect.  If Tenant  is a corporation, partnership or limited liability company, the shares or other ownership interests thereof  which are not actively traded upon a stock exchange or in the over-the-counter market, a transfer or  series of transfers whereby 50% or more of the issued and outstanding shares or other ownership  interests of such corporation are, or voting control is, transferred (but excepting transfers upon deaths of  individual owners) from a person or persons or entity or entities which were owners thereof at time of  execution of this Lease to persons or entities who were not owners of shares or other ownership interests  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   of the corporation, partnership or limited liability company at time of execution of this Lease, shall be  deemed an assignment of this Lease requiring the consent of Landlord as provided in this Section 22.   Transfers of publicly traded stock or the issuance of new stock through nationally recognized stock  exchanges (including with any initial public offering of shares) will not be deemed an assignment or other  transfer for the purposes of this Lease.  22.2 Permitted Transfers.  If Tenant desires to assign, sublease, hypothecate or  otherwise transfer this Lease or sublet the Premises other than pursuant to a Permitted Assignment (as  defined below), then at least 15 business days, but not more than 45 business days, before the date  Tenant desires the assignment or sublease to be effective (the “Assignment Date”), Tenant shall give  Landlord a notice (the “Assignment Notice”) containing such information about the proposed assignee  or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be  used, stored handled, treated, generated in or released or disposed of from the Premises, the  Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all  material terms and conditions of the proposed assignment or sublease, including a copy of any proposed  assignment or sublease in its final form, and such other information as Landlord may deem reasonably  necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written  notice to Tenant within 15 business days after receipt of the Assignment Notice:  (i) grant such consent  (provided that Landlord shall further have the right to review and approve or disapprove the proposed  form of sublease prior to the effective date of any such subletting), (ii) refuse such consent, in its  reasonable discretion; or (iii) except in connection with a Permitted Assignment, terminate this Lease with  respect to the space described in the Assignment Notice as of the Assignment Date (an “Assignment  Termination”). Among other reasons, it shall be reasonable for Landlord to withhold its consent in any of  these instances:  (1) the proposed assignee or subtenant is a governmental agency; (2) in Landlord’s  reasonable judgment, the use of the Premises by the proposed assignee or subtenant would entail any  alterations that would lessen the value of the leasehold improvements in the Premises, or would require  increased services by Landlord; (3) in Landlord’s reasonable judgment, the proposed assignee or  subtenant is engaged in areas of scientific research or other business concerns that are controversial; (4)  in Landlord’s reasonable judgment, the proposed assignee or subtenant lacks the creditworthiness to  support the financial obligations it will incur under the proposed assignment or sublease; (5) in Landlord’s  reasonable judgment, the character, reputation, or business of the proposed assignee or subtenant is  inconsistent with the desired tenant-mix or the quality of other tenancies in the Project or is inconsistent  with the type and quality of the nature of the Building; (6) Landlord has received from any prior landlord to  the proposed assignee or subtenant a negative report concerning such prior landlord’s experience with  the proposed assignee or subtenant; (7) Landlord has experienced previous defaults by or is in litigation  with the proposed assignee or subtenant; (8) the use of the Premises by the proposed assignee or  subtenant will violate any applicable Legal Requirement; (9) the proposed assignee or subtenant, or any  entity that, directly or indirectly, controls, is controlled by, or is under common control with the proposed  assignee or subtenant, is then an occupant of the Project; (10) the proposed assignee or subtenant is an  entity with whom Landlord is negotiating to lease space in the Project; or (11) the assignment or sublease  is prohibited by Landlord’s lender. If Landlord delivers notice of its election to exercise an Assignment  Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord  of such election within 5 business days after Landlord’s notice electing to exercise the Assignment  Termination.  If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and  effect.  If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein  granted, shall terminate as of the Assignment Date with respect to the space described in such  Assignment Notice.  If this Lease is terminated with respect to less than the entire Premises, then the  Base Rent and Operating Expenses payable under this Lease shall be proportionately reduced. No failure  of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response  to the Assignment Notice, shall be deemed to be Landlord’s consent to the proposed assignment,  sublease or other transfer.  Tenant shall pay to Landlord a fee equal to Two Thousand Five Hundred  Dollars ($2,500) in connection with its consideration of any Assignment Notice and/or its preparation or  review of any consent documents.  Notwithstanding the foregoing, Landlord’s consent to an assignment  of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by or under  common control with Tenant (a “Control Permitted Assignment”) shall not be required, provided that  Landlord shall have the right to approve the form of any such sublease or assignment, which approval  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   shall not be unreasonably withheld, conditioned or delayed.  In addition, Tenant shall have the right to  assign this Lease, upon 30 days prior written notice to Landlord ((x) unless Tenant is prohibited from  providing such notice by applicable Legal Requirements in which case Tenant shall notify Landlord  promptly thereafter, and (y) if the transaction is subject to confidentiality requirements, Tenant’s advance  notification shall be subject to Landlord’s execution of a non-disclosure agreement reasonably acceptable  to Landlord and Tenant) but without obtaining Landlord’s prior written consent, to a corporation or other  entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate  reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of  Tenant provided that (i) such merger or consolidation, or such acquisition or assumption, as the case may  be, is for a good business purpose and not principally for the purpose of transferring the Lease, and (ii)  the net worth (as determined in accordance with generally accepted accounting principles (“GAAP”)) of  the assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of  Tenant as of (A) the Commencement Date, or (B) as of the date of Tenant’s most current quarterly or  annual financial statements, and (iii) such assignee shall agree in writing to assume all of the terms,  covenants and conditions of this Lease (a “Corporate Permitted Assignment”). Control Permitted  Assignments and Corporate Permitted Assignments are hereinafter referred to as “Permitted  Assignments.”   22.3 Additional Conditions.  As a condition to any such assignment or subletting,  whether or not Landlord’s consent is required, Landlord may require:  (a) that any assignee or subtenant agree, in writing at the time of such  assignment or subletting, that if Landlord gives such party notice that Tenant is in default under this  Lease, such party shall thereafter make all payments otherwise due Tenant directly to Landlord, which  payments will be received by Landlord without any liability except to credit such payment against those  due under the Lease, and any such third party shall agree to attorn to Landlord or its successors and  assigns should this Lease be terminated for any reason; provided, however, in no event shall Landlord or  its successors or assigns be obligated to accept such attornment; and  (b) A list of Hazardous Materials, certified by the proposed assignee or  sublessee to be true and correct, which the proposed assignee or sublessee intends to use, store,  handle, treat, generate in or release or dispose of from the Premises, together with copies of all  documents relating to such use, storage, handling, treatment, generation, release or disposal of  Hazardous Materials by the proposed assignee or subtenant in the Premises or on the Project, prior to  the proposed assignment or subletting, including, without limitation:  permits; approvals; reports and  correspondence; storage and management plans; plans relating to the installation of any storage tanks to  be installed in or under the Project (provided, said installation of tanks shall only be permitted after  Landlord has given its written consent to do so, which consent may be withheld in Landlord’s sole and  absolute discretion); and all closure plans or any other documents required by any and all federal, state  and local Governmental Authorities for any storage tanks installed in, on or under the Project for the  closure of any such tanks.  Neither Tenant nor any such proposed assignee or subtenant is required,  however, to provide Landlord with any portion(s) of the such documents containing information of a  proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or  hazardous activities.  22.4 No Release of Tenant, Sharing of Excess Rents.  Notwithstanding any  assignment or subletting, Tenant and any guarantor or surety of Tenant’s obligations under this Lease  shall at all times remain fully and primarily responsible and liable for the payment of Rent and for  compliance with all of Tenant’s other obligations under this Lease.  Except in connection with a Permitted  Assignment, if the Rent due and payable by a sublessee or assignee (or a combination of the rental  payable under such sublease or assignment plus any bonus or other consideration therefor or incident  thereto in any form) exceeds the sum of the rental payable under this Lease, (excluding however, any  Rent payable under this Section) and actual and reasonable brokerage fees, legal costs, tenant  improvements allowance, commercially reasonable free rent or commercially reasonable concessions,  and any design or construction fees directly related to and required pursuant to the terms of any such  sublease) (“Excess Rent”), then Tenant shall be bound and obligated to pay Landlord as Additional Rent  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   hereunder 50% of such Excess Rent within 10 days following receipt thereof by Tenant.  If Tenant shall  sublet the Premises or any part thereof, Tenant hereby immediately and irrevocably assigns to Landlord,  as security for Tenant’s obligations under this Lease, all rent from any such subletting, and Landlord as  assignee and as attorney-in-fact for Tenant, or a receiver for Tenant appointed on Landlord’s application,  may collect such rent and apply it toward Tenant’s obligations under this Lease; except that, until the  occurrence of a Default, Tenant shall have the right to collect such rent.  22.5 No Waiver.  The consent by Landlord to an assignment or subletting shall not  relieve Tenant or any assignees of this Lease or any sublessees of the Premises from obtaining the  consent of Landlord to any further assignment or subletting nor shall it release Tenant or any assignee or  sublessee of Tenant from full and primary liability under the Lease.  The acceptance of Rent hereunder,  or the acceptance of performance of any other term, covenant, or condition thereof, from any other  person or entity shall not be deemed to be a waiver of any of the provisions of this Lease or a consent to  any subletting, assignment or other transfer of the Premises.  22.6 Prior Conduct of Proposed Transferee.  Notwithstanding any other provision of  this Section 22, if (i) the proposed assignee or sublessee of Tenant has been required by any prior  landlord, lender or Governmental Authority to take remedial action in connection with Hazardous  Materials contaminating a property, where the contamination resulted from such party’s action or use of  the property in question, (ii) the proposed assignee or sublessee is subject to an enforcement order  issued by any Governmental Authority in connection with the use, storage, handling, treatment,  generation, release or disposal of Hazardous Materials (including, without limitation, any order related to  the failure to make a required reporting to any Governmental Authority), or (iii) because of the existence  of a pre-existing environmental condition in the vicinity of or underlying the Project, the risk that Landlord  would be targeted as a responsible party in connection with the remediation of such pre-existing  environmental condition would be materially increased or exacerbated by the proposed use of Hazardous  Materials by such proposed assignee or sublessee, Landlord shall have the absolute right to refuse to  consent to any assignment or subletting to any such party.   23. Estoppel Certificate.  Tenant shall, within 10 business days of written notice from  Landlord, execute, acknowledge and deliver a statement in writing in any form reasonably requested by a  proposed lender or purchaser, (i) certifying that this Lease is unmodified and in full force and effect (or, if  modified, stating the nature of such modification and certifying that this Lease as so modified is in full  force and effect) and the dates to which the rental and other charges are paid in advance, if any, (ii)  acknowledging that, to Tenant’s knowledge, there are not any uncured defaults on the part of Landlord  hereunder, or specifying such defaults if any are claimed, and (iii) setting forth such further information  with respect to the status of this Lease or the Premises as may be reasonably requested thereon.  Any  such statement may be relied upon by any prospective purchaser or encumbrancer of all or any portion of  the real property of which the Premises are a part.  Tenant’s failure to deliver such statement within 5  days after Tenant’s receipt of a second written notice from Landlord delivered after the expiration of the  initial 10 business day period shall, at the option of Landlord, constitute a Default under this Lease, and,  in any event, shall be conclusive upon Tenant that the Lease is in full force and effect and without  modification except as may be represented by Landlord in any certificate prepared by Landlord and  delivered to Tenant for execution.    24. Quiet Enjoyment.  So long as Tenant is not in Default under this Lease, Tenant shall,  subject to the terms of this Lease, at all times during the Term, have peaceful and quiet enjoyment of the  Premises against any person claiming by, through or under Landlord.  25. Prorations.  All prorations required or permitted to be made hereunder shall be made on  the basis of a 360 day year and 30 day months.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   26. Rules and Regulations.  Tenant shall, at all times during the Term and any extension  thereof, comply with all reasonable and non-discriminatory  rules and regulations at any time or from time  to time established by Landlord covering use of the Premises and the Project, provided that Landlord  provides reasonable advance written notice thereof.  The current rules and regulations are attached  hereto as Exhibit E.  If there is any conflict between said rules and regulations and other provisions of  this Lease, the terms and provisions of this Lease shall control.  Landlord shall not have any liability or  obligation for the breach of any rules or regulations by other tenants in the Project and shall not enforce  such rules and regulations in a discriminatory manner.  27. Subordination.  This Lease and Tenant’s interest and rights hereunder are hereby made  and shall be subject and subordinate at all times to the lien of any Mortgage now existing or hereafter  created on or against the Project or the Premises, and all amendments, restatements, renewals,  modifications, consolidations, refinancing, assignments and extensions thereof, without the necessity of  any further instrument or act on the part of Tenant; provided, however that so long as there is no Default  hereunder, Tenant’s right to possession of the Premises shall not be disturbed by the Holder of any such  Mortgage.  Tenant agrees, at the election of the Holder of any such Mortgage, to attorn to any such  Holder.  Tenant agrees, within 10 days following Landlord written demand, to execute, acknowledge and  deliver such instruments, confirming such subordination, and such instruments of attornment as shall be  reasonably requested by any such Holder, provided any such instruments contain commercially  reasonable non-disturbance provisions assuring Tenant’s quiet enjoyment of the Premises as set forth in  Section 24 hereof.  Notwithstanding the foregoing, any such Holder may at any time subordinate its  Mortgage to this Lease, without Tenant’s consent, by notice in writing to Tenant, and thereupon this  Lease shall be deemed prior to such Mortgage without regard to their respective dates of execution,  delivery or recording and in that event such Holder shall have the same rights with respect to this Lease  as though this Lease had been executed prior to the execution, delivery and recording of such Mortgage  and had been assigned to such Holder.  The term “Mortgage” whenever used in this Lease shall be  deemed to include deeds of trust, security assignments and any other encumbrances, and any reference  to the “Holder” of a Mortgage shall be deemed to include the beneficiary under a deed of trust.  28. Surrender.  Upon the expiration of the Term or earlier termination of Tenant’s right of  possession, Tenant shall surrender the Premises to Landlord in substantially the same condition as  received, subject to any Alterations or Installations permitted by Landlord to remain in the Premises, free  of Hazardous Materials brought upon, kept, used, stored, handled, treated, generated in, or released or  disposed of from, the Premises by any person other than a Landlord Party (collectively, “Tenant HazMat  Operations”) and released of all Hazardous Materials Clearances, broom clean, ordinary wear and tear  and casualty loss and condemnation covered by Sections 18 and 19 excepted.  At least 3 months prior to  the surrender of the Premises or such earlier date as Tenant may elect to cease operations at the  Premises, Tenant shall deliver to Landlord a narrative description of the actions proposed (or required by  any Governmental Authority) to be taken by Tenant in order to surrender the Premises (including any  Installations permitted by Landlord to remain in the Premises) at the expiration or earlier termination of  the Term, free from any residual impact from the Tenant HazMat Operations and otherwise released for  unrestricted use and occupancy (the “Decommissioning and HazMat Closure Plan”).  Such  Decommissioning and HazMat Closure Plan shall be accompanied by a current listing of (i) all Hazardous  Materials licenses and permits held by or on behalf of any Tenant Party with respect to the Premises, and  (ii) all Hazardous Materials used, stored, handled, treated, generated, released or disposed of from the  Premises, and shall be subject to the review and approval of Landlord’s environmental consultant, which  approval shall not be unreasonably withheld, conditioned or delayed.  In connection with the review and  approval of the Decommissioning and HazMat Closure Plan, upon the request of Landlord, Tenant shall  deliver to Landlord or its consultant such additional non-proprietary information concerning Tenant  HazMat Operations as Landlord shall reasonably request.  On or before such surrender, Tenant shall  deliver to Landlord evidence that the approved Decommissioning and HazMat Closure Plan shall have  been satisfactorily completed and Landlord shall have the right, subject to reimbursement at Tenant’s  expense as set forth below, to cause Landlord’s environmental consultant to inspect the Premises and  perform such additional procedures as may be deemed reasonably necessary to confirm that the  Premises are, as of the effective date of such surrender or early termination of the Lease, free from any  residual impact from Tenant HazMat Operations.  Tenant shall reimburse Landlord, as Additional Rent,  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   for the actual out-of-pocket expense incurred by Landlord for Landlord’s environmental consultant to  review and approve the Decommissioning and HazMat Closure Plan and to visit the Premises and verify  satisfactory completion of the same, which cost shall not exceed $2,500.  Landlord shall have the  unrestricted right to deliver such Decommissioning and HazMat Closure Plan and any report by  Landlord’s environmental consultant with respect to the surrender of the Premises to third parties.   If Tenant shall fail to prepare or submit a Decommissioning and HazMat Closure Plan approved by  Landlord, or if Tenant shall fail to complete the approved Decommissioning and HazMat Closure Plan, or if  such Decommissioning and HazMat Closure Plan, whether or not approved by Landlord, shall fail to  adequately address any residual effect of Tenant HazMat Operations in, on or about the Premises, Landlord  shall have the right to take such actions as Landlord may deem reasonable or appropriate to assure that  the Premises and the Project are surrendered free from any residual impact from Tenant HazMat  Operations, the cost of which actions shall be reimbursed by Tenant as Additional Rent, without regard to  the limitation set forth in the first paragraph of this Section 28.   Tenant shall immediately return to Landlord all keys and/or access cards to parking, the Project,  restrooms or all or any portion of the Premises furnished to or otherwise procured by Tenant.  If any such  access card or key is lost, Tenant shall pay to Landlord, at Landlord’s election, either the cost of replacing  such lost access card or key or the cost of reprogramming the access security system in which such  access card was used or changing the lock or locks opened by such lost key.  Any Tenant’s Property,  Alterations and property not so removed by Tenant as permitted or required herein shall be deemed  abandoned and may be stored, removed, and disposed of by Landlord at Tenant’s expense, and Tenant  waives all claims against Landlord for any damages resulting from Landlord’s retention and/or disposition  of such property.  All obligations of Tenant hereunder not fully performed as of the termination of the  Term, including the obligations of Tenant under Section 30 hereof, shall survive the expiration or earlier  termination of the Term, including, without limitation, indemnity obligations, payment obligations with  respect to Rent and obligations concerning the condition and repair of the Premises.  29. Waiver of Jury Trial.  TO THE EXTENT PERMITTED BY LAW, TENANT AND  LANDLORD WAIVE ANY RIGHT TO TRIAL BY JURY OR TO HAVE A JURY PARTICIPATE IN  RESOLVING ANY DISPUTE, WHETHER SOUNDING IN CONTRACT, TORT, OR OTHERWISE,  BETWEEN LANDLORD AND TENANT ARISING OUT OF THIS LEASE OR ANY OTHER  INSTRUMENT, DOCUMENT, OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION  HEREWITH OR THE TRANSACTIONS RELATED HERETO.  30. Environmental Requirements.  30.1 Prohibition/Compliance/Indemnity.  Tenant shall not cause or permit any  Hazardous Materials (as hereinafter defined) to be brought upon, kept, used, stored, handled, treated,  generated  in or about, or released or disposed of from, the Premises or the Project in violation of  applicable Environmental Requirements (as hereinafter defined) by Tenant or any Tenant Party.  If  Tenant breaches the obligation stated in the preceding sentence, or if the presence of Hazardous  Materials in the Premises during the Term or any holding over results in contamination of the Premises,  the Project or any adjacent property or if contamination of the Premises, the Project or any adjacent  property by Hazardous Materials brought into, kept, used, stored, handled, treated, generated in or about,  or released or disposed of from, the Premises by anyone other than Landlord and Landlord’s employees,  agents and contractors otherwise occurs during the Term or any holding over, Tenant hereby indemnifies  and shall defend and hold Landlord, its officers, directors, employees, agents and contractors harmless  from any and all actions (including, without limitation, remedial or enforcement actions of any kind,  administrative or judicial proceedings, and orders or judgments arising out of or resulting therefrom),  costs, claims, damages (including, without limitation, punitive damages and damages based upon  diminution in value of the Premises or the Project, or the loss of, or restriction on, use of the Premises or  any portion of the Project), expenses (including, without limitation, reasonable attorneys’, consultants’ and  experts’ fees, court costs and amounts paid in settlement of any claims or actions), fines, forfeitures or  other civil, administrative or criminal penalties, injunctive or other relief (whether or not based upon  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   personal injury, property damage, or contamination of, or adverse effects upon, the environment, water  tables or natural resources), liabilities or losses (collectively, “Environmental Claims”) which arise during  or after the Term as a result of such contamination.  This indemnification of Landlord by Tenant includes,  without limitation, costs incurred in connection with any investigation of site conditions or any cleanup,  treatment, remedial, removal, or restoration work required by any federal, state or local Governmental  Authority because of Hazardous Materials present in the air, soil or ground water above, on, or under the  Premises.  Without limiting the foregoing, if the presence of any Hazardous Materials on the Premises,  the Building, the Project or any adjacent property caused or permitted by Tenant or any Tenant Party  results in any contamination of the Premises, the Building, the Project or any adjacent property, Tenant  shall promptly take all actions at its sole expense and in accordance with applicable Environmental  Requirements as are necessary to return the Premises, the Building, the Project or any adjacent property  to the condition existing prior to the time of such contamination, provided that Landlord’s approval of such  action shall first be obtained, which approval shall not unreasonably be withheld, conditioned or delayed  so long as such actions would not potentially have any material adverse long-term or short-term effect on  the Premises, the Building or the Project. Notwithstanding anything to the contrary contained in Section  28 or this Section 30, Tenant shall not be responsible for, and the indemnification and hold harmless  obligation set forth in this paragraph shall not apply to (i) contamination in the Premises which Tenant can  prove existed in the Premises immediately prior to the Commencement Date, (ii) the presence of any  Hazardous Materials in the Premises which Tenant can prove migrated from outside of the Premises into  the Premises, or (iii) contamination caused by Landlord or any Landlord’s employees, agents and  contractors, unless in either case, the presence of such Hazardous Materials (x) is the result of a breach  by Tenant of any of its obligations under this Lease, or (y) was caused, contributed to or exacerbated by  Tenant or any Tenant Party.  30.2 Business.  Landlord acknowledges that it is not the intent of this Section 30 to  prohibit Tenant from using the Premises for the Permitted Use.  Tenant may operate its business  according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly  and properly monitored according to all then applicable Environmental Requirements.  As a material  inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business,  Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of  Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released  or disposed of from, the Premises and setting forth any and all governmental approvals or permits  required in connection with the presence, use, storage, handling, treatment, generation, release or  disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”).  Upon  Landlord’s request (not more than once in any given calendar year), or any time that Tenant is required to  deliver a Hazardous Materials List to any Governmental Authority (e.g., the fire department) in connection  with Tenant’s use or occupancy of the Premises, Tenant shall deliver to Landlord a copy of such  Hazardous Materials List.  Tenant shall deliver to Landlord true and correct copies of the following  documents (the “Haz Mat Documents”) relating to the use, storage, handling, treatment, generation,  release or disposal of Hazardous Materials prior to the Commencement Date, or if unavailable at that  time, concurrent with the receipt from or submission to a Governmental Authority:  permits; approvals;  reports and correspondence; storage and management plans, notice of violations of any Legal  Requirements; plans relating to the installation of any storage tanks to be installed in or under the Project  (provided, said installation of tanks shall only be permitted after Landlord has given Tenant its written  consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); all closure  plans or any other documents required by any and all federal, state and local Governmental Authorities  for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a  Surrender Plan (to the extent surrender in accordance with Section 28 cannot be accomplished in 3  months).  Tenant is not required, however, to provide Landlord with any portion(s) of the Haz Mat  Documents containing information of a proprietary nature which, in and of themselves, do not contain a  reference to any Hazardous Materials or hazardous activities.  It is not the intent of this Section to provide  Landlord with information which could be detrimental to Tenant’s business should such information  become possessed by Tenant’s competitors.  30.3 Tenant Representation and Warranty.  Tenant hereby represents and warrants  to Landlord that (i) neither Tenant nor, to the best of Tenant’s knowledge, any of its legal predecessors  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   has been required by any prior landlord, lender or Governmental Authority at any time to take remedial  action in connection with Hazardous Materials contaminating a property which contamination was  permitted by Tenant of such predecessor or resulted from Tenant’s or such predecessor’s action or use of  the property in question, and (ii) Tenant is not subject to any enforcement order issued by any  Governmental Authority in connection with the use, storage, handling, treatment, generation, release or  disposal of Hazardous Materials (including, without limitation, any order related to the failure to make a  required reporting to any Governmental Authority).  If Landlord determines that this representation and  warranty was not true as of the date of this lease, Landlord shall have the right to terminate this Lease in  Landlord’s sole and absolute discretion.  30.4 Testing.  Landlord shall have the right to conduct annual tests of the Premises to  determine whether any contamination of the Premises or the Project has occurred as a result of Tenant’s  use.  Tenant shall be required to pay the actual and reasonable cost of such annual test of the Premises  if there is violation of this Section 30 or if contamination for which Tenant is responsible under this Section  30 is identified; provided, however, that if Tenant conducts its own tests of the Premises using third party  contractors and test procedures acceptable to Landlord which tests are certified to Landlord, Landlord  shall accept such tests in lieu of the annual tests to be paid for by Tenant.  In addition, at any time, and  from time to time, prior to the expiration or earlier termination of the Term, Landlord shall have the right to  conduct appropriate tests of the Premises and the Project to determine if contamination has occurred as  a result of Tenant’s use of the Premises.  In connection with such testing, upon the request of Landlord,  Tenant shall deliver to Landlord or its consultant such non-proprietary information concerning the use of  Hazardous Materials in or about the Premises by Tenant or any Tenant Party.  If contamination has  occurred for which Tenant is liable under this Section 30, Tenant shall pay all actual and reasonable costs  to conduct such tests.  If no such contamination is found, Landlord shall pay the costs of such tests  (which shall not constitute an Operating Expense).  Landlord shall provide Tenant with a copy of all third  party, non-confidential reports and tests of the Premises made by or on behalf of Landlord during the  Term without representation or warranty and subject to a confidentiality agreement.  Tenant shall, at its  sole cost and expense, promptly and satisfactorily remediate any environmental conditions identified by  such testing for which Tenant is responsible under this Lease in accordance with all Environmental  Requirements.  Landlord’s receipt of or satisfaction with any environmental assessment in no way waives  any rights which Landlord may have against Tenant. Tenant shall have the right to have a Tenant  representative present while Landlord conducts tests in the Premises pursuant to this Section 30(d).   30.5 Control Areas.  Tenant shall have the use of 50% of the control area designated  as control area 3 on Exhibit H attached hereto.  For the avoidance of doubt, Tenant shall not have rights  with respect to any other control areas at the Project.  30.6 Underground Tanks.  Tenant shall have no right to use or install any  underground or other storage tanks at the Project.  30.7 Tenant’s Obligations.  Tenant’s obligations under this Section 30 shall survive  the expiration or earlier termination of the Lease.  During any period of time after the expiration or earlier  termination of this Lease required by Tenant or Landlord to complete the removal from the Premises of  any Hazardous Materials for which Tenant is responsible under this Lease (including, without limitation,  the release and termination of any licenses or permits restricting the use of the Premises and the  completion of the approved Surrender Plan), Tenant shall continue to pay the full Rent in accordance with  this Lease for any portion of the Premises not relet by Landlord in Landlord’s sole discretion, which Rent  shall be prorated daily.  30.8 Definitions.  As used herein, the term “Environmental Requirements” means  all applicable present and future statutes, regulations, ordinances, rules, codes, judgments, orders or  other similar enactments of any Governmental Authority regulating or relating to health, safety, or  environmental conditions on, under, or about the Premises or the Project, or the environment, including  without limitation, the following:  the Comprehensive Environmental Response, Compensation and  Liability Act; the Resource Conservation and Recovery Act; and all state and local counterparts thereto,  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   and any regulations or policies promulgated or issued thereunder.  As used herein, the term “Hazardous  Materials” means and includes any substance, material, waste, pollutant, or contaminant listed or defined  as hazardous or toxic, or regulated by reason of its impact or potential impact on humans, animals and/or  the environment under any Environmental Requirements, asbestos and petroleum, including crude oil or  any fraction thereof, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel (or mixtures  of natural gas and such synthetic gas).  As defined in Environmental Requirements, Tenant is and shall  be deemed to be the “operator” of Tenant’s “facility” and the “owner” of all Hazardous Materials brought  on the Premises by Tenant or any Tenant Party, and the wastes, by-products, or residues generated,  resulting, or produced therefrom.  31. Tenant’s Remedies/Limitation of Liability.  Landlord shall not be in default hereunder  unless Landlord fails to perform any of its obligations hereunder within 30 days after written notice from  Tenant specifying such failure (unless such performance will, due to the nature of the obligation, require a  period of time in excess of 30 days, then after such period of time as is reasonably necessary).  Upon any  default by Landlord, Tenant shall give notice by registered or certified mail to any Holder of a Mortgage  covering the Premises and to any landlord of any lease of property in or on which the Premises are  located and Tenant shall offer such Holder and/or landlord a reasonable opportunity to cure the default,  including time to obtain possession of the Project by power of sale or a judicial action if such should prove  necessary to effect a cure; provided Landlord shall have furnished to Tenant in writing the names and  addresses of all such persons who are to receive such notices.  All obligations of Landlord hereunder  shall be construed as covenants, not conditions; and, except as may be otherwise expressly provided in  this Lease, Tenant may not terminate this Lease for breach of Landlord’s obligations hereunder.   All obligations of Landlord under this Lease will be binding upon Landlord only during the period  of its ownership of the Premises and not thereafter.  The term “Landlord” in this Lease shall mean only  the owner for the time being of the Premises.  Upon the transfer by such owner of its interest in the  Premises and assumption of this Lease by the transferee from and after the transfer, such owner shall  thereupon be released and discharged from all obligations of Landlord thereafter accruing, but such  obligations shall be binding during the Term upon each new owner for the duration of such owner’s  ownership.  32. Inspection and Access.  Landlord and Landlord’s representatives may enter the  Premises during business hours on not less than 48 hours advance written notice (except in the case of  emergencies in which case no such notice shall be required and such entry may be at any time) for the  purpose of effecting any such repairs, inspecting the Premises, showing the Premises to prospective  purchasers and, during the last 12 months of the Term, to prospective tenants or for any other business  purpose.  Landlord shall use reasonable efforts to minimize interference with Tenant’s operations in the  Premises during any entry into the Premises by Landlord pursuant to this Section 32.  Landlord may erect  a suitable sign on the Premises stating the Premises are available to let or that the Project is available for  sale.  Landlord may grant easements, make public dedications, designate Common Areas and create  restrictions on or about the Premises, provided that no such easement, dedication, designation or  restriction materially, adversely affects Tenant’s access to or use or occupancy of the Premises for the  Permitted Use or Tenant’s parking (other than on a temporary basis).  At Landlord’s request, Tenant shall  execute such instruments as may be necessary for such easements, dedications or restrictions, provided  that such instruments do not materially increase Tenant’s obligations or decrease Tenant’s rights under  this Lease.  Tenant shall at all times, except in the case of emergencies, have the right to escort Landlord  or its agents, representatives, contractors or guests while the same are in the Premises, provided such  escort does not materially and adversely affect Landlord’s access rights hereunder.  Landlord shall  comply with Tenant’s reasonable safety and security requirements with respect to entering the Premises;  provided, however, that Tenant has notified Landlord of such safety and security requirements prior to  Landlord’s entry into the Premises.    





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   33. Security.  Tenant acknowledges and agrees that security devices and services, if any,  while intended to deter crime may not in given instances prevent theft or other criminal acts and that  Landlord is not providing any security services with respect to the Premises.  Tenant agrees that Landlord  shall not be liable to Tenant for, and Tenant waives any claim against Landlord with respect to, any loss  by theft or any other damage suffered or incurred by Tenant in connection with any unauthorized entry  into the Premises or any other breach of security with respect to the Premises.  Tenant shall be solely  responsible for the personal safety of Tenant’s officers, employees, agents, contractors, guests and  invitees while any such person is in, on or about the Premises and/or the Project.  Tenant shall at  Tenant’s cost obtain insurance coverage to the extent Tenant desires protection against such criminal  acts.  34. Force Majeure.  Except for the payment of Rent, neither Landlord nor Tenant shall be  held responsible or liable for delays in the performance of its obligations hereunder when caused by,  related to, or arising out of acts of God, sinkholes or subsidence, strikes, lockouts, or other labor disputes,  embargoes, quarantines, weather, national, regional, or local disasters, calamities, or catastrophes,  inability to obtain labor or materials (or reasonable substitutes therefor) at reasonable costs or failure of,  or inability to obtain, utilities necessary for performance, governmental restrictions, orders, limitations,  regulations, or controls, national emergencies, delay in issuance or revocation of permits, enemy or  hostile governmental action, terrorism, insurrection, riots, civil disturbance or commotion, fire or other  casualty, and other causes or events beyond their reasonable control (“Force Majeure”).  35. Brokers.  Landlord and Tenant each represents and warrants that it has not dealt with  any broker, agent or other person (collectively, “Broker”) in connection with this transaction and that no  Broker brought about this transaction.  Landlord and Tenant each hereby agree to indemnify and hold the  other harmless from and against any claims by any Broker claiming a commission or other form of  compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing  transaction.    36. Limitation on Landlord’s Liability.  NOTWITHSTANDING ANYTHING SET FORTH  HEREIN OR IN ANY OTHER AGREEMENT BETWEEN LANDLORD AND TENANT TO THE  CONTRARY:  (A) LANDLORD SHALL NOT BE LIABLE TO TENANT OR ANY OTHER PERSON FOR  (AND TENANT AND EACH SUCH OTHER PERSON ASSUME ALL RISK OF) LOSS, DAMAGE OR  INJURY, WHETHER ACTUAL OR CONSEQUENTIAL TO:  TENANT’S PERSONAL PROPERTY OF  EVERY KIND AND DESCRIPTION, INCLUDING, WITHOUT LIMITATION TRADE FIXTURES,  EQUIPMENT, INVENTORY, SCIENTIFIC RESEARCH, SCIENTIFIC EXPERIMENTS, LABORATORY  ANIMALS, PRODUCT, SPECIMENS, SAMPLES, AND/OR SCIENTIFIC, BUSINESS, ACCOUNTING  AND OTHER RECORDS OF EVERY KIND AND DESCRIPTION KEPT AT THE PREMISES AND ANY  AND ALL INCOME DERIVED OR DERIVABLE THEREFROM; (B) THERE SHALL BE NO PERSONAL  RECOURSE TO LANDLORD FOR ANY ACT OR OCCURRENCE IN, ON OR ABOUT THE PREMISES  OR ARISING IN ANY WAY UNDER THIS LEASE OR ANY OTHER AGREEMENT BETWEEN  LANDLORD AND TENANT WITH RESPECT TO THE SUBJECT MATTER HEREOF AND ANY  LIABILITY OF LANDLORD HEREUNDER SHALL BE STRICTLY LIMITED SOLELY TO LANDLORD’S  INTEREST IN THE PROJECT OR ANY PROCEEDS FROM SALE OR CONDEMNATION THEREOF  AND ANY INSURANCE PROCEEDS PAYABLE IN RESPECT OF LANDLORD’S INTEREST IN THE  PROJECT OR IN CONNECTION WITH ANY SUCH LOSS; AND (C) IN NO EVENT SHALL ANY  PERSONAL LIABILITY BE ASSERTED AGAINST LANDLORD IN CONNECTION WITH THIS LEASE  NOR SHALL ANY RECOURSE BE HAD TO ANY OTHER PROPERTY OR ASSETS OF LANDLORD OR  ANY OF LANDLORD’S OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS.   UNDER NO CIRCUMSTANCES SHALL LANDLORD OR ANY OF LANDLORD’S OFFICERS,  DIRECTORS, EMPLOYEES, AGENTS OR CONTRACTORS BE LIABLE FOR INJURY TO TENANT’S  BUSINESS OR FOR ANY LOSS OF INCOME OR PROFIT THEREFROM.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   37. Severability.  If any clause or provision of this Lease is illegal, invalid or unenforceable  under present or future laws, then and in that event, it is the intention of the parties hereto that the  remainder of this Lease shall not be affected thereby.  It is also the intention of the parties to this Lease  that in lieu of each clause or provision of this Lease that is illegal, invalid or unenforceable, there be  added, as a part of this Lease, a clause or provision as similar in effect to such illegal, invalid or  unenforceable clause or provision as shall be legal, valid and enforceable.  38. Signs; Exterior Appearance.  Tenant shall not, without the prior written consent of  Landlord, which may be granted or withheld in Landlord’s sole discretion:  (i) attach any awnings, exterior  lights, decorations, balloons, flags, pennants, banners, painting or other projection to any outside wall of  the Project, (ii) use any curtains, blinds, shades or screens other than Landlord’s standard window  coverings, (iii) coat or otherwise sunscreen the interior or exterior of any windows, (iv) place any bottles,  parcels, or other articles on the window sills, (v) place any equipment, furniture or other items of personal  property on any exterior balcony, or (vi) paint, affix or exhibit on any part of the Premises or the Project  any signs, notices, window or door lettering, placards, decorations, or advertising media of any type which  can be viewed from the exterior of the Premises.  Interior signs on doors and the directory tablet shall be  inscribed, painted or affixed for Tenant by Landlord at the sole cost and expense of Tenant, and shall be  of a size, color and type reasonably acceptable to Landlord.  Nothing may be placed on the exterior of  corridor walls or corridor doors other than Landlord’s standard lettering.  The directory tablet shall be  provided exclusively for the display of the name and location of tenants.  39. The Alexandria Amenities.  39.1 Generally.  ARE-SD Region No. 17, LLC, a Delaware limited liability company  (“The Alexandria Landlord”) has constructed certain amenities at the property owned by The Alexandria  Landlord located at 10996 Torreyana Road, San Diego, California (“The Alexandria”), which, as of the  date of this Lease, include, without limitation, shared conference facilities (“Shared Conference  Facilities”), a fitness center and restaurant (collectively, the “Amenities”) for non-exclusive use by  (a) Tenant, (b) other tenants of the Project, (c) Landlord, (d) the tenants of The Alexandria Landlord, (e)  The Alexandria Landlord, (e) other affiliates of Landlord, The Alexandria Landlord and Alexandria Real  Estate Equities, Inc. (“ARE”), (f) the tenants of such other affiliates of Landlord, The Alexandria Landlord  and ARE, and (g) any other parties permitted by The Alexandria Landlord (collectively, “Users”).   Landlord, The Alexandria Landlord, ARE, and all affiliates of Landlord, Alexandria Landlord and ARE may  be referred to collectively herein as the “ARE Parties.”  Notwithstanding anything to the contrary  contained herein, Tenant acknowledges and agrees that The Alexandria Landlord shall have the right, at  the sole discretion of The Alexandria Landlord, to not make the Amenities available for use by some or all  currently contemplated Users (including Tenant).  The Alexandria Landlord shall have the sole right to  determine all matters related to the Amenities including, without limitation, relating to the reconfiguration,  relocation, modification or removal of any of the Amenities at The Alexandria and/or to revise, expand or  discontinue any of the services (if any) provided in connection with the Amenities.  Tenant acknowledges  and agrees that Landlord has not made any representations or warranties regarding the availability of the  Amenities and that Tenant is not entering into this Lease relying on the continued availability of the  Amenities to Tenant.  39.2 License.  Commencing on the Commencement Date, and so long as The  Alexandria and the Project continue to be owned by affiliates of ARE, Tenant shall have the non-exclusive  right to the use of the available Amenities in common with other Users pursuant to the terms of this  Section 39. Tenant shall be entitled to 2.5 passes to the fitness center located at The Alexandria per  1,000 rentable square feet of the Premises for use by employees of Tenant employed at the Premises.  If  any employee of Tenant to whom a fitness center pass has been issued ceases to be an employee of  Tenant at the Premises or any employee to whom an access card (which does not include a fitness  center pass) has been issued ceases to be an employee of Tenant at the Premises, Tenant shall,  promptly following such employee’s change in status, collect such employee’s pass or access card, as  applicable, deliver it to Landlord and so notify Landlord of such employee’s change in status.    





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1    Commencing on the Commencement Date, Tenant shall pay to Landlord a fixed fee during Term  equal to $2.16 per rentable square foot of the Premises per year (“Amenities Fee”), which Amenities Fee  shall by payable on the first day of each month during the Term whether or not Tenant elects to use any  or all of the Amenities.    If all of the Amenities at The Alexandria become materially unavailable for use by Tenant (for any  reason other than a Default by Tenant under this Lease or the default by Tenant of any agreement(s)  relating to the use of the Amenities by Tenant) for a period in excess of 90 consecutive days, then,  commencing on the date that the Amenities in their entirety become materially unavailable for use by  Tenant and continuing for the period that the Amenities in their entirety remain materially unavailable for  use by Tenant, the Amenities Fee then-currently payable by Tenant shall be abated.  39.3 Shared Conference Facilities.  Use by Tenant of the Shared Conference  Facilities and restaurant at The Alexandria shall be in common with other Users with scheduling  procedures reasonably determined by The Alexandria Landlord or The Alexandria Landlord’s then  designated event operator (“Event Operator”).  Tenant’s use of the Shared Conference Facilities shall be  subject to the payment by Tenant to The Alexandria Landlord of a fee equal to The Alexandria Landlord’s  quoted rates for the usage of the Shared Conference Facilities in effect at the time of Tenant’s  scheduling.  Tenant’s use of the conference rooms in the Shared Conference Area shall be subject to  availability and The Alexandria Landlord (or, if applicable, Event Operator) reserves the right to exercise  its reasonable discretion in the event of conflicting scheduling requests among Users.  Tenant hereby  acknowledges that (i) Biocom/San Diego, a California non-profit corporation (“Biocom”) has the right to  reserve the Shared Conference Facilities and any reservable dining area(s) included within the Amenities  for up to 50% of the time that such Shared Conference Facilities and reservable dining area(s) are  available for use by Users each calendar month, and (ii) Illumina, Inc., a Delaware corporation, has the  exclusive use of the main conference room within the Shared Conference Facilities for up to 4 days per  calendar month.   Tenant shall be required to use the food service operator designated by The Alexandria Landlord  at The Alexandria (the “Designated Food and Beverage Operator”) for any food and/or beverage service  or catered events held by Tenant in the Shared Conference Facilities.  As of the date of this Lease, the  Designated Food and Beverage Operator is The Farmer and the Seahorse.  The Alexandria Landlord has  the right, in its sole and absolute discretion, to change the Designated Food and Beverage Operator at any  time.  Tenant may not use any vendors other than the Designated Food and Beverage Operator nor may  Tenant supply its own food and/or beverages in connection with any food and/or beverage service or  catered events held by Tenant in the Shared Conference Facilities.   Tenant shall, at Tenant’s sole cost and expense, (i) be responsible for the set-up of the Shared  Conference Facilities in connection with Tenant’s use (including, without limitation ensuring that Tenant has  a sufficient number of chairs and tables and the appropriate equipment), and (ii) surrender the Shared  Conference Facilities after each time that Tenant uses the Shared Conference Facilities free of Tenant’s  personal property, in substantially the same set up and same condition as received, and free of any debris  and trash.  If Tenant fails to restore and surrender the Shared Conference Facilities as required by sub- section (ii) of the immediately preceding sentence, such failure shall constitute a “Shared Facilities  Default.”  Each time that Landlord reasonably determines that Tenant has committed a Shared Facilities  Default, Tenant shall be required to pay Landlord a penalty within 5 days after notice from Landlord of such  Shared Facilities Default.  The penalty payable by Tenant in connection with the first Shared Facilities  Default shall be $200.  The penalty payable shall increase by $50 for each subsequent Shared Facilities  Default (for the avoidance of doubt, the penalty shall be $250 for the second Shared Facilities Default, shall  be $300 for the third Shared Facilities Default, etc.).  In addition to the foregoing, Tenant shall be responsible  for reimbursing The Alexandria Landlord or Landlord, as applicable, for all reasonable out-of-pocket costs  expended by The Alexandria Landlord or Landlord, as applicable, in repairing any damage to the Shared  Conference Facilities, the Amenities, or The Alexandria caused by Tenant or any Tenant Related Party.   The provisions of this Section 39(c) shall survive the expiration or earlier termination of this Lease.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   39.4 Restaurant.  Tenant’s employees that have been issued an access card to The  Alexandria shall have the right, along with other Users, to access and use the restaurant located at The  Alexandria.  All such employees of Tenant shall be entitled to a 20% discount on certain food items (not  including alcohol) purchased at the restaurant (on an individual basis and not with respect to entire tables  or checks), which discounts shall not be transferrable.  39.5 Rules and Regulations.  Tenant shall be solely responsible for paying for any  and all ancillary services (e.g., audio visual equipment) provided to Tenant, all food services operators   and any other third party vendors providing services to Tenant at The Alexandria.  Tenant shall use the  Amenities (including, without limitation, the Shared Conference Facilities) in compliance with all  applicable Legal Requirements and any rules and regulations imposed by The Alexandria Landlord or  Landlord from time to time and in a manner that will not interfere with the rights of other Users, which  rules and regulations shall be enforced in a non-discriminatory manner.  The use of Amenities other than  the Shared Conference Facilities by employees of Tenant shall be in accordance with the terms and  conditions of the standard licenses, indemnification and waiver agreement required by The Alexandria  Landlord or the operator of the Amenities to be executed by all persons wishing to use such Amenities.   Neither The Alexandria Landlord nor Landlord (nor, if applicable, any other affiliate of Landlord) shall have  any liability or obligation for the breach of any rules or regulations by other Users with respect to the  Amenities.  Tenant shall not make any alterations, additions, or improvements of any kind to the Shared  Conference Facilities, the Amenities or The Alexandria.   Tenant acknowledges and agrees that The Alexandria Landlord shall have the right at any time  and from time to time to reconfigure, relocate, modify or remove any of the Amenities at The Alexandria  and/or to revise, expand or discontinue any of the services (if any) provided in connection with the  Amenities.  39.6 Waiver of Liability and Indemnification.  Tenant warrants that it will use  reasonable care to prevent damage to property and injury to persons while on The Alexandria.  Tenant  waives any claims it or any Tenant Parties may have against any ARE Parties relating to, arising out of or  in connection with the Amenities and any entry by Tenant and/or any Tenant Parties onto The Alexandria,  and Tenant releases and exculpates all ARE Parties from any liability relating to, arising out of or in  connection with the Amenities and any entry by Tenant and/or any Tenant Parties onto The Alexandria.   Tenant hereby agrees to indemnify, defend, and hold harmless the ARE Parties from any claim of  damage to property or injury to person relating to, arising out of or in connection with (i) the use of the  Amenities by Tenant or any Tenant Parties, and (ii) any entry by Tenant and/or any Tenant Parties onto  The Alexandria, except to the extent caused by the negligence or willful misconduct of ARE Parties.  The  provisions of this Section 39(f) shall survive the expiration or earlier termination of this Lease.  39.7 Insurance.  As of the Commencement Date, Tenant shall cause The Alexandria  Landlord to be named as an additional insured under the commercial general liability policy of insurance  that Tenant is required to maintain pursuant to Section 17 of this Lease.    40. Miscellaneous.  40.1 Notices.  All notices or other communications between the parties shall be in  writing and shall be deemed duly given upon delivery or refusal to accept delivery by the addressee  thereof if delivered in person, or upon actual receipt if delivered by reputable overnight guaranty courier,  addressed and sent to the parties at their addresses set forth above.  Landlord and Tenant may from time  to time by written notice to the other designate another address for receipt of future notices.  40.2 Joint and Several Liability.  If and when included within the term “Tenant,” as  used in this instrument, there is more than one person or entity, each shall be jointly and severally liable  for the obligations of Tenant.  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   40.3 Financial Information.  Upon request from Landlord, Tenant shall furnish  Landlord  with true and complete copies of (i) Tenant’s most recent audited annual financial statements  within 90 days of the end of each of Tenant’s fiscal years during the Term, (ii) Tenant’s most recent  unaudited quarterly financial statements within 45 days of the end of each of Tenant’s first three fiscal  quarters of each of Tenant’s fiscal years during the Term, (iii) at Landlord’s request from time to time,  updated business plans, including cash flow projections and/or pro forma balance sheets and income  statements, all of which shall be treated by Landlord as confidential information belonging to Tenant, (iv)  corporate brochures and/or profiles prepared by Tenant for prospective investors, and (v) any other  financial information or summaries that Tenant typically provides to its lenders or shareholders.  Notwithstanding the foregoing, so long as Tenant is a “public company” and its financial information is  publicly available, then the foregoing delivery requirements of this Section 44(c) shall not apply.  40.4 Recordation.  Neither this Lease nor a memorandum of lease shall be filed by or  on behalf of Tenant in any public record.  Landlord may prepare and file, and upon request by Landlord  Tenant will execute, a memorandum of lease.    40.5 Interpretation.  The normal rule of construction to the effect that any ambiguities  are to be resolved against the drafting party shall not be employed in the interpretation of this Lease or  any exhibits or amendments hereto.  Words of any gender used in this Lease shall be held and construed  to include any other gender, and words in the singular number shall be held to include the plural, unless  the context otherwise requires.  The captions inserted in this Lease are for convenience only and in no  way define, limit or otherwise describe the scope or intent of this Lease, or any provision hereof, or in any  way affect the interpretation of this Lease.  40.6 Not Binding Until Executed.  The submission by Landlord to Tenant of this  Lease shall have no binding force or effect, shall not constitute an option for the leasing of the Premises,  nor confer any right or impose any obligations upon either party until execution of this Lease by both  parties.  40.7 Limitations on Interest.  It is expressly the intent of Landlord and Tenant at all  times to comply with applicable law governing the maximum rate or amount of any interest payable on or  in connection with this Lease.  If applicable law is ever judicially interpreted so as to render usurious any  interest called for under this Lease, or contracted for, charged, taken, reserved, or received with respect  to this Lease, then it is Landlord’s and Tenant’s express intent that all excess amounts theretofore  collected by Landlord be credited on the applicable obligation (or, if the obligation has been or would  thereby be paid in full, refunded to Tenant), and the provisions of this Lease immediately shall be deemed  reformed and the amounts thereafter collectible hereunder reduced, without the necessity of the  execution of any new document, so as to comply with the applicable law, but so as to permit the recovery  of the fullest amount otherwise called for hereunder.  40.8 Choice of Law.  Construction and interpretation of this Lease shall be governed  by the internal laws of the state in which the Premises are located, excluding any principles of conflicts of  laws.  40.9 Time.  Time is of the essence as to the performance of Landlord’s and Tenant’s  obligations under this Lease.  40.10 OFAC.  Tenant and all beneficial owners of Tenant are currently (a) in  compliance with and shall at all times during the Term of this Lease remain in compliance with the  regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and any  statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”), (b) not listed on,  and shall not during the term of this Lease be listed on, the Specially Designated Nationals and Blocked  Persons List, Foreign Sanctions Evaders List, or the Sectoral Sanctions Identification List, which are all  maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   pursuant to any authorizing statute, executive order, or regulation, and (c) not a person or entity with  whom a U.S. person is prohibited from conducting business under the OFAC Rules.  40.11 Incorporation by Reference.  All exhibits and addenda attached hereto are  hereby incorporated into this Lease and made a part hereof.  If there is any conflict between such exhibits  or addenda and the terms of this Lease, such exhibits or addenda shall control.  40.12 Entire Agreement.  This Lease, including the exhibits attached hereto,  constitutes the entire agreement between Landlord and Tenant pertaining to the subject matter hereof  and supersedes all prior and contemporaneous agreements, understandings, letters of intent,  negotiations and discussions, whether oral or written, of the parties, and there are no warranties,  representations or other agreements, express or implied, made to either party by the other party in  connection with the subject matter hereof except as specifically set forth herein.  40.13 No Accord and Satisfaction.  No payment by Tenant or receipt by Landlord of a  lesser amount than the monthly installment of Base Rent or any Additional Rent will be other than on  account of the earliest stipulated Base Rent and Additional Rent, nor will any endorsement or statement  on any check or letter accompanying a check for payment of any Base Rent or Additional Rent be an  accord and satisfaction.  Landlord may accept such check or payment without prejudice to Landlord’s  right to recover the balance of such Rent or to pursue any other remedy provided in this Lease.  40.14 Hazardous Activities.  Notwithstanding any other provision of this Lease,  Landlord, for itself and its employees, agents and contractors, reserves the right to refuse to perform any  repairs or services in any portion of the Premises which, pursuant to Tenant’s routine safety guidelines,  practices or custom or prudent industry practices, require any form of protective clothing or equipment  other than safety glasses.  In any such case, Tenant shall contract with parties who are acceptable to  Landlord, in Landlord’s reasonable discretion, for all such repairs and services, and Landlord shall, to the  extent required, equitably adjust Tenant’s Share of Operating Expenses in respect of such repairs or  services to reflect that Landlord is not providing such repairs or services to Tenant.    40.15 Redevelopment of Project.  Tenant acknowledges that Landlord, in its sole  discretion, may from time to time, subject to the third sentence of Section 1, expand, renovate and/or  reconfigure the Project as the same may exist from time to time and, in connection therewith or in addition  thereto, as the case may be, from time to time without limitation:  (a) change the shape, size, location,  number and/or extent of any improvements, buildings, structures, lobbies, hallways, entrances, exits,  parking and/or parking areas relative to any portion of the Project; (b) modify, eliminate and/or add any  buildings, improvements, and parking structure(s) either above or below grade, to the Project, the  Common Areas and/or any other portion of the Project and/or make any other changes thereto affecting  the same; and (c) make any other changes, additions and/or deletions in any way affecting the Project  and/or any portion thereof as Landlord may elect from time to time, including without limitation, additions  to and/or deletions from the land comprising the Project, the Common Areas and/or any other portion of  the Project.  Notwithstanding anything to the contrary contained in this Lease, Tenant shall have no right  to seek damages (including abatement of Rent) or to cancel or terminate this Lease because of any  proposed changes, expansion, renovation or reconfiguration of the Project nor shall Tenant have the right  to restrict, inhibit or prohibit any such changes, expansion, renovation or reconfiguration; provided,  however, Landlord shall not change the size, dimensions, location or Tenant’s Permitted Use of the  Premises.   40.16 Discontinued Use.  If, at any time following the Rent Commencement Date,  Tenant does not continuously operate its business in the Premises for a period of 90 consecutive days,  Landlord may, but is not obligated to, elect to terminate this Lease upon 30 days’ written notice to Tenant,  whereupon this Lease shall terminate 30 days’ after Landlord’s delivery of such written notice  (“Termination Date”), and Tenant shall vacate the Premises and deliver possession thereof to Landlord  in the condition required by the terms of this Lease on or before the Termination Date and Tenant shall  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   have no further obligations under this Lease except for those accruing prior to the Termination Date and  those which, pursuant to the terms of the Lease, survive the expiration or early termination of the Lease.  40.17 EV Charging Stations.  Landlord shall not unreasonably withhold its consent to  Tenant’s written request to install 1 or more electric vehicle car charging stations (“EV Stations”) in the  parking area serving the Project; provided, however, that Tenant complies with all reasonable  requirements, standards, rules and regulations which may be imposed by Landlord, at the time Landlord’s  consent is granted, in connection with Tenant’s installation, maintenance, repair and operation of such EV  Stations, which may include, without limitation, the charge to Tenant of a reasonable monthly rental  amount for the parking spaces used by Tenant for such EV Stations, Landlord’s designation of the  location of Tenant’s EV Stations, and Tenant’s payment of all costs whether incurred by Landlord or  Tenant in connection with the installation, maintenance, repair and operation of each Tenant’s EV  Station(s).  Nothing contained in this paragraph is intended to increase the number of parking spaces  which Tenant is otherwise entitled to use at the Project under Section 10 of this Lease nor impose any  additional obligations on Landlord with respect to Tenant’s parking rights at the Project.  40.18 California Accessibility Disclosure.  For purposes of Section 1938(a) of the  California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the  Project has not undergone inspection by a Certified Access Specialist (CASp).  In addition, the following  notice is hereby provided pursuant to Section 1938(e) of the California Civil Code:  “A Certified Access  Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply  with all of the applicable construction-related accessibility standards under state law.  Although state law  does not require a CASp inspection of the subject premises, the commercial property owner or lessor  may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the  occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant.  The  parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the  payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct  violations of construction-related accessibility standards within the premises.”  In furtherance of and in  connection with such notice:  (i) Tenant, having read such notice and understanding Tenant’s right to  request and obtain a CASp inspection, hereby elects not to obtain such CASp inspection and forever  waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the  extent permitted by Legal Requirements; and (ii) if the waiver set forth in clause (i) hereinabove is not  enforceable pursuant to Legal Requirements, then Landlord and Tenant hereby agree as follows (which  constitutes the mutual agreement of the parties as to the matters described in the last sentence of the  foregoing notice):  (A) Tenant shall have the one-time right to request for and obtain a CASp inspection,  which request must be made, if at all, in a written notice delivered by Tenant to Landlord; (B) any CASp  inspection timely requested by Tenant shall be conducted (1) at a time mutually agreed to by Landlord  and Tenant, (2) in a professional manner by a CASp designated by Landlord and without any testing that  would damage the Premises, Building or Project in any way, and (3) at Tenant’s sole cost and expense,  including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports  prepared by the CASp in connection with such CASp inspection (collectively, the “CASp Reports”) and  all other costs and expenses in connection therewith; (C) the CASp Reports shall be delivered by the  CASp simultaneously to Landlord and Tenant; (D) Tenant, at its sole cost and expense, shall be  responsible for making any improvements, alterations, modifications and/or repairs to or within the  Premises to correct violations of construction-related accessibility standards including, without limitation,  any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any  improvements, alterations, modifications and/or repairs necessary to correct violations of construction- related accessibility standards relating to those items of the Building and Project located outside the  Premises that are Landlord’s obligation to repair as set forth in this Lease, then Landlord shall perform  such improvements, alterations, modifications and/or repairs as and to the extent required by Legal  Requirements to correct such violations, and Tenant shall reimburse Landlord for the cost of such  improvements, alterations, modifications and/or repairs within 10 business days after Tenant’s receipt of  an invoice therefor from Landlord.  40.19 Counterparts.  This Lease may be executed in 2 or more counterparts, each of  which shall be deemed an original, but all of which together shall constitute one and the same instrument.   





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   Counterparts may be delivered via facsimile, electronic mail (including pdf or any electronic signature  process complying with the U.S. federal ESIGN Act of 2000) or other transmission method and any  counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and  effective for all purposes.  Electronic signatures shall be deemed original signatures for purposes of this  Lease and all matters related thereto, with such electronic signatures having the same legal effect as  original signatures.  40.20 Attorneys’ Fees.  If a dispute of arises or an action is filed under this Lease or  this Lease gives rise to any other legal proceeding between any of the parties hereto, the prevailing party  shall be entitled to recover from the losing party reasonable attorneys’ fees, costs and expenses.  The  prevailing party shall also be entitled to attorneys’ fees and costs after any dismissal of an action.  [ Signatures on next page ]  





 






NetLaboratory 10628ScienceCtr./Regulus   732202571.1   IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease as of the day and year  first above written.  TENANT:  REGULUS THERAPEUTICS INC.,  a Delaware corporation  By:  /s/ Daniel R. Chevallard   Its: Chief Financial Officer   By: /s/ Christopher Aker   Its: SVP & General Counsel         LANDLORD:  ARE-SD REGION NO. 44, LLC,   a Delaware limited liability company  By: ALEXANDRIA REAL ESTATE EQUITIES, L.P.,    a Delaware limited partnership,    managing member   By: ARE-QRS CORP.,     a Maryland corporation,     general partner            By: Gary Dean      Its: Senior Vice President RE Legal Affairs    





 






 10628ScienceCtr./Regulus‐Page1 732202571.1   EXHIBIT A TO LEASE  DESCRIPTION OF PREMISES    





 






 10628ScienceCtr./Regulus‐Page1 732202571.1   EXHIBIT B TO LEASE  DESCRIPTION OF PROJECT    





 






 10628ScienceCtr./Regulus‐Page1 732202571.1   EXHIBIT C TO LEASE  BASE RENT SCHEDULE    





 






 10628ScienceCtr./Regulus‐Page1 732202571.1   EXHIBIT D TO LEASE  ACKNOWLEDGMENT OF COMMENCEMENT DATE  This ACKNOWLEDGMENT OF COMMENCEMENT DATE is made this _____ day of  ______________, ____, between ARE-SD REGION NO. 44, LLC, a Delaware limited liability company  (“Landlord”), and REGULUS THERAPEUTICS INC., a Delaware corporation (“Tenant”), and is attached  to and made a part of the Lease dated ______________, _____ (the “Lease”), by and between Landlord  and Tenant.  Any initially capitalized terms used but not defined herein shall have the meanings given them  in the Lease.  Landlord and Tenant hereby acknowledge and agree, for all purposes of the Lease, that the  Commencement Date of the Base Term of the Lease is ______________, _____, the Rent  Commencement Date is ______________, _____, and the termination date of the Base Term of the Lease  shall be midnight on ______________, _____.  In case of a conflict between the terms of the Lease and  the terms of this Acknowledgment of Commencement Date, this Acknowledgment of Commencement Date  shall control for all purposes.  IN WITNESS WHEREOF, Landlord and Tenant have executed this ACKNOWLEDGMENT OF  COMMENCEMENT DATE to be effective on the date first above written.  TENANT:  REGULUS THERAPEUTICS INC.,  a Delaware corporation  By:   Its:   By:   Its:         LANDLORD:  ARE-SD REGION NO. 44, LLC,   a Delaware limited liability company  By: ALEXANDRIA REAL ESTATE EQUITIES, L.P.,    a Delaware limited partnership,    managing member   By: ARE-QRS CORP.,     a Maryland corporation,     general partner         By:              Its:        





 






RulesandRegulations 10628ScienceCtr./Regulus‐Page1 732202571.1   EXHIBIT E TO LEASE  Rules and Regulations  1. The sidewalk, entries, and driveways of the Project shall not be obstructed by Tenant, or  any Tenant Party, or used by them for any purpose other than ingress and egress to and from the Premises.  2. Tenant shall not place any objects, including antennas, outdoor furniture, etc., in the  parking areas, landscaped areas or other areas outside of its Premises, or on the roof of the Project.  3. Except for animals assisting the disabled, no animals shall be allowed in the offices, halls,  or corridors in the Project.  4. Tenant shall not disturb the occupants of the Project or adjoining buildings by the use of  any radio or musical instrument or by the making of loud or improper noises.  5. If Tenant desires telegraphic, telephonic or other electric connections in the Premises,  Landlord or its agent will direct the electrician as to where and how the wires may be introduced; and,  without such direction, no boring or cutting of wires will be permitted.  Any such installation or connection  shall be made at Tenant’s expense.  6. Tenant shall not install or operate any steam or gas engine or boiler, or other mechanical  apparatus in the Premises, except as specifically approved in the Lease.  The use of oil, gas or inflammable  liquids for heating, lighting or any other purpose is expressly prohibited.  Explosives or other articles  deemed extra hazardous shall not be brought into the Project.  7. Parking any type of recreational vehicles is specifically prohibited on or about the Project.   Except for the overnight parking of operative vehicles, no vehicle of any type shall be stored in the parking  areas at any time.  In the event that a vehicle is disabled, it shall be removed within 48 hours.  There shall  be no “For Sale” or other advertising signs on or about any parked vehicle.  All vehicles shall be parked in  the designated parking areas in conformity with all signs and other markings.  All parking will be open  parking, and no reserved parking, numbering or lettering of individual spaces will be permitted except as  specified by Landlord.  8. Tenant shall maintain the Premises free from rodents, insects and other pests.  9. Landlord reserves the right to exclude or expel from the Project any person who, in the  judgment of Landlord, is intoxicated or under the influence of liquor or drugs or who shall in any manner do  any act in violation of the Rules and Regulations of the Project.  10. Tenant shall not cause any unnecessary labor by reason of Tenant’s carelessness or  indifference in the preservation of good order and cleanliness.  Landlord shall not be responsible to Tenant  for any loss of property on the Premises, however occurring, or for any damage done to the effects of  Tenant by the janitors or any other employee or person.  11. Tenant shall give Landlord prompt notice of any defects of which Tenant becomes aware  in the water, lawn sprinkler, sewage, gas pipes, electrical lights and fixtures, heating apparatus, or any  other service equipment affecting the Premises.  12. Tenant shall not permit storage outside the Premises, including without limitation, outside  storage of trucks and other vehicles, or dumping of waste or refuse or permit any harmful materials to be  placed in any drainage system or sanitary system in or about the Premises.  13. All moveable trash receptacles provided by the trash disposal firm for the Premises must  be kept in the trash enclosure areas, if any, provided for that purpose.  





 






RulesandRegulations 10628ScienceCtr./Regulus‐Page2 732202571.1   14. No auction, public or private, will be permitted on the Premises or the Project.  15. No awnings shall be placed over the windows in the Premises except with the prior written  consent of Landlord.  16. The Premises shall not be used for lodging, sleeping or cooking (except that Tenant may  use microwave ovens, toasters and coffee makers in the Premises for the benefit of Tenant’s employees  and contractors in an area designated for such items, but only if the use thereof is at all times supervised  by the individual using the same) or for any immoral or illegal purposes or for any purpose other than that  specified in the Lease.  No gaming devices shall be operated in the Premises.  17. Tenant shall ascertain from Landlord the maximum amount of electrical current which can  safely be used in the Premises, taking into account the capacity of the electrical wiring in the Project and  the Premises and the needs of other tenants, and shall not use more than such safe capacity.  Landlord’s  consent to the installation of electric equipment shall not relieve Tenant from the obligation not to use more  electricity than such safe capacity.  18. Tenant assumes full responsibility for protecting the Premises from theft, robbery and  pilferage.  19. Tenant shall not install or operate on the Premises any machinery or mechanical devices  of a nature not directly related to Tenant’s Permitted Use of the Premises and shall keep all such machinery  free of vibration, noise and air waves which may be transmitted beyond the Premises.    





 






  732202571.1   EXHIBIT F TO LEASE  TENANT’S PERSONAL PROPERTY  None.       





 






  732202571.1   EXHIBIT G TO LEASE  MAINTENANCEOBLIGATIONS  





 






  732202571.1   EXHIBIT H TO LEASE  CONTROLZONES  





 






241684614 v6      Exhibit B    EXHIBIT B  FF&E    Location: Entrance Lobby  TV Screen (1)    Location: Small Conference Room  Meeting Table (1)  Guest Chair (4)    Location: Large Conference Room  Conference Table (1)  TV Screen (1)  Glass whiteboard (1)  Credenza (1)  Conference Chairs (8)    Location: Kitchen  Fridge (1)   Small round table (2)  Medium lunch table (1)  Orange chairs (8)    Location: Office A  L shaped desk (2)  Desk chair (2)    Location: Office B  L shaped desk (1)  Desk chair (1)    Location: Office C  Straight desk (1)  Desk chair (1)    Location: Office D  Straight desk (1)  Desk chair (1)    Office E  Straight desk (1)  Desk chair (1)    Location: Main office Area  Middle Desks (22)  Larger side desks (2)  Desk Chairs (22)  





 






241684614 v6      Exhibit C      EXHIBIT C    Bill of Sale    THIS BILL OF SALE is made as of February 11, 2021 (the “Execution Date”), by  REGULUS THERAPEUTICS INC., a Delaware corporation (“Seller”), and TURNING  POINT THERAPEUTICS, INC., a Delaware corporation (“Buyer”).  R E C I T A L S:  A. Seller, as Assignor, and Buyer, as Assignee, are parties to that certain Assignment  and Assumption of Lease dated of even date herewith (the “Assignment”), with respect to certain  premises commonly known as Suite 225 containing approximately 8,727 rentable square feet (the  “Premises”), in that certain building located at 10628 Science Center Drive, San Diego, California.  B. Pursuant to Section 5 of the Assignment, on the Delivery Date, Buyer shall  purchase from Seller those items of Seller’s furniture, fixtures, and equipment itemized on  Schedule 1 attached hereto and made a part hereof (collectively, the “FF&E”) for the sum of One  Dollar ($1.00) (the “FF&E Consideration”).  NOW, THEREFORE, in consideration for the foregoing, the receipt and sufficiency of  which is hereby acknowledged:    1. Assignment and Bill of Sale.   Seller hereby represents and warrants that it  currently holds title to the FF&E free and clear of any liens or encumbrances.  As of the Delivery  Date, Seller hereby conveys, assigns, grants, transfers, quitclaims, releases, and delivers the FF&E  to Buyer, and its successors and assigns.  Seller conveys the FF&E to Buyer on an “as is, where is,  with all faults” basis.  Except as set forth herein, Seller makes no representation or warranty to Buyer  of any kind or nature whatsoever, express or implied, regarding the FF&E or the fitness of the FF&E  for any particular use or purpose.     2. Acceptance.  As of the Delivery Date, Buyer hereby accepts the FF&E in its  existing condition on the Delivery Date and agrees to be solely responsible for the FF&E from and  after the Delivery Date.  3. Governing Law.  This Bill of Sale is governed by and construed in accordance  with the laws of the State of California without giving effect to rules governing the conflict of  laws.  4. Capitalized Terms.  Capitalized terms used in this Bill of Sale and not expressly  defined herein shall have the meanings given to them in the Assignment.    [SIGNATURE PAGE FOLLOWS] 





 






241684614 v6          IN WITNESS WHEREOF, Seller and Buyer have caused this Bill of Sale to be duly  executed and delivered by their respective duly authorized officer as of the Execution Date.  SELLER:    REGULUS THERAPEUTICS INC.,   a Delaware corporation      By: /s/  Cris Calsada  Name: Cris Calsada  Its: Chief Financial Officer    BUYER:    TURNING POINT THERAPEUTICS,  INC.,   a Delaware corporation    By: /s/ Yi Larson  Name: Yi Larson  Its: EVP & CFO                  





 






241684614 v6        SCHEDULE I  FF&E    Location: Entrance Lobby  TV Screen (1)    Location: Small Conference Room  Meeting Table (1)  Guest Chair (4)    Location: Large Conference Room  Conference Table (1)  TV Screen (1)  Glass whiteboard (1)  Credenza (1)  Conference Chairs (8)    Location: Kitchen  Fridge (1)   Small round table (2)  Medium lunch table (1)  Orange chairs (8)    Location: Office A  L shaped desk (2)  Desk chair (2)    Location: Office B  L shaped desk (1)  Desk chair (1)    Location: Office C  Straight desk (1)  Desk chair (1)    Location: Office D  Straight desk (1)  Desk chair (1)    Office E  Straight desk (1)  Desk chair (1)    Location: Main office Area  Middle Desks (22)  Larger side desks (2)  Desk Chairs (22)